LITTELFUSE INC /DE 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index Page Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements 43 Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting 45 Consolidated Financial Statements Consolidated Balance Sheets 46 Consolidated Statements of Net Income 47 Consolidated Statements of Comprehensive Income 48 Consolidated Statements of Cash Flows 49 Consolidated Statements of Equity 50 Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies and Other Information 51 2. Acquisitions and Dispositions 59 3. Inventories 61 4. Property, Plant, and Equipment 62 5. Goodwill and Other Intangible Assets 62 6. Accrued Liabilities 63 7. Lease Commitments 64 8. Restructuring, Impairment and Other Charges 66 9. Debt 67 10. Fair Value of Assets and Liabilities 69 11. Benefit Plans 72 12. Stock-Based Compensation 77 13. Other Comprehensive (Loss) Income 79 14. Income Taxes 80 15. Earnings Per Share 84 16. Segment Information 84 17. Selected Quarterly Financial Data (Unaudited) 87 18. Related Party Transactions 88 19. Subsequent Events 88 42 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Littelfuse, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Littelfuse, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 26, 2020 and December 28, 2019, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 26, 2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 26, 2020 and December 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 26, 2020, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 26, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 18, 2021, expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Analysis – Automotive Sensors and Electronics - Semiconductor reporting units The Company’s consolidated goodwill balance was $816.8 million as of December 26, 2020. The Company tests for impairment by comparing the estimated fair value of each reporting unit to its carrying value. If the carrying value exceeds its estimated fair value, a goodwill impairment loss is recorded for the difference. The Company recognized a non-cash impairment loss of $33.8 million related to the Automotive Sensors reporting unit during the year ended December 26, 2020. We identified the goodwill impairment analysis for the Automotive Sensors and Electronic - Semiconductor reporting units as a critical audit matter because management’s goodwill impairment test involved a high degree of auditor judgment due to the significant estimation required to determine the fair value of each reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as forecasted revenues and cash flows, discount rates, and estimated valuation multiples. 43 Table of Contents Our audit procedures related to the goodwill impairment analysis of the Automotive Sensors and Electronic - Semiconductor reporting units included the following, among others. We tested the design and operating effectiveness of controls over the Company's goodwill impairment assessment process, including review of the valuation model and significant assumptions used. We tested the forecasted revenues and cash flows by assessing the reasonableness of management’s forecasts compared to current results and forecasted industry trends. With the assistance of our valuation specialists, we assessed the discount rates by developing a range of independent estimates and comparing those to the rates selected by management. We also involved our valuation specialists to evaluate the assumptions used in applying the market approach, including evaluating the reasonableness of estimated valuation multiples. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2014. Southfield, Michigan February 18, 2021 44 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Littelfuse, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Littelfuse, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 26, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 26, 2020, and our report dated February 18, 2021 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Southfield, Michigan February 18, 2021 45 Table of Contents LITTELFUSE, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 26, 2020 December 28, 2019 ASSETS Current assets: Cash and cash equivalents $ 687,525 $ 531,139 Short-term investments 54 44 Trade receivables, less allowances of $ 45,237 and $ 42,043 , respectively 232,760 202,309 Inventories 258,002 237,507 Prepaid income taxes and income taxes receivable 3,029 4,831 Prepaid expenses and other current assets 35,939 28,564 Total current assets 1,217,309 1,004,394 Net property, plant, and equipment 344,178 344,617 Intangible assets, net of amortization 291,887 321,247 Goodwill 816,812 820,589 Investments 30,547 24,099 Deferred income taxes 11,224 8,069 Right of use assets, net 17,615 21,918 Other assets 18,021 14,965 Total assets $ 2,747,593 $ 2,559,898 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 145,984 $ 117,320 Accrued liabilities 110,478 84,120 Accrued income taxes 19,186 14,122 Current portion of long-term debt — 10,000 Total current liabilities 275,648 225,562 Long-term debt, less current portion 687,034 669,158 Deferred income taxes 50,134 49,763 Accrued post-retirement benefits 45,802 38,198 Non-current operating lease liabilities 12,950 17,166 Other long-term liabilities 67,252 64,037 Shareholders’ equity: Common stock, par value $ 0.01 per share: 34,000,000 shares authorized; shares issued, 26,131,544 and 25,855,203 , respectively 259 256 Additional paid-in capital 907,858 867,996 Treasury stock, at cost: 1,644,283 and 1,473,901 shares, respectively ( 242,366 ) ( 216,447 ) Accumulated other comprehensive loss ( 91,157 ) ( 106,823 ) Retained earnings 1,034,048 950,901 Littelfuse, Inc. shareholders’ equity 1,608,642 1,495,883 Non-controlling interest 131 131 Total equity 1,608,773 1,496,014 Total liabilities and equity $ 2,747,593 $ 2,559,898 See accompanying Notes to Consolidated Financial Statements. 46 Table of Contents LITTELFUSE, INC. CONSOLIDATED STATEMENTS OF NET INCOME Fiscal Year Ended (in thousands, except per share data) December 26, 2020 December 28, 2019 December 29, 2018 Net sales $ 1,445,695 $ 1,503,873 $ 1,718,468 Cost of sales 944,523 957,578 1,065,053 Gross profit 501,172 546,295 653,415 Selling, general, and administrative expenses 204,507 220,448 276,329 Research and development expenses 52,538 79,997 87,264 Amortization of intangibles 40,039 40,026 52,190 Restructuring, impairment, and other charges 41,716 13,033 12,583 Total operating expenses 338,800 353,504 428,366 Operating income 162,372 192,791 225,049 Interest expense 21,077 22,266 22,569 Foreign exchange (gain) loss ( 14,875 ) 5,224 ( 863 ) Other income, net ( 5,083 ) ( 583 ) ( 1,599 ) Income before income taxes 161,253 165,884 204,942 Income taxes 31,267 26,802 40,377 Net income $ 129,986 $ 139,082 $ 164,565 Income per share: Basic $ 5.33 $ 5.66 $ 6.62 Diluted $ 5.29 $ 5.60 $ 6.52 Weighted average shares and equivalent shares outstanding: Basic 24,371 24,576 24,870 Diluted 24,592 24,818 25,235 See accompanying Notes to Consolidated Financial Statements. 47 Table of Contents LITTELFUSE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended (in thousands) December 26, 2020 December 28, 2019 December 29, 2018 Net income $ 129,986 $ 139,082 $ 164,565 Other comprehensive income (loss): Pension and postemployment adjustments, net of tax ( 16,095 ) ( 8,087 ) 877 Foreign currency translation adjustments 31,761 ( 812 ) ( 25,338 ) Comprehensive income $ 145,652 $ 130,183 $ 140,104 See accompanying Notes to Consolidated Financial Statements. 48 Table of Contents LITTELFUSE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended (in thousands) December 26, 2020 December 28, 2019 December 29, 2018 OPERATING ACTIVITIES Net income $ 129,986 $ 139,082 $ 164,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 56,139 52,477 51,003 Amortization of intangibles 40,039 40,026 52,190 Impairment charges 36,078 322 2,218 Deferred revenue ( 593 ) ( 318 ) 3,965 Non-cash inventory charges — — 36,927 Stock-based compensation 18,129 19,046 27,431 (Gain) loss on investments and other assets ( 4,663 ) 4,854 ( 670 ) Deferred income taxes ( 3,214 ) ( 1,147 ) ( 4,679 ) Other ( 18,230 ) 6,638 620 Changes in operating assets and liabilities: Trade receivables ( 25,588 ) 28,497 ( 3,539 ) Inventories ( 12,425 ) 22,094 ( 33,971 ) Accounts payable 28,820 ( 22,574 ) 13,708 Accrued liabilities and income taxes 6,765 ( 54,242 ) 29,329 Prepaid expenses and other assets 6,788 10,573 ( 7,269 ) Net cash provided by operating activities 258,031 245,328 331,828 INVESTING ACTIVITIES Acquisitions of businesses, net of cash acquired — ( 775 ) ( 318,474 ) Proceeds from sales and maturities of short-term investments — — 1,407 Purchases of property, plant, and equipment ( 56,191 ) ( 61,895 ) ( 74,753 ) Proceeds from sale of property, plant, and equipment 4,758 6,213 9,572 Net cash used in investing activities ( 51,433 ) ( 56,457 ) ( 382,248 ) FINANCING ACTIVITIES Proceeds of revolving credit facility 240,000 — 60,000 Payments of revolving credit facility ( 110,000 ) — ( 60,000 ) Proceeds of term loan — — 75,000 Payments of term loan ( 145,000 ) ( 10,000 ) ( 42,500 ) Proceeds from senior notes payable — — 175,000 Net proceeds related to stock-based award activities 18,744 7,800 18,857 Cash dividends paid ( 46,839 ) ( 44,689 ) ( 39,993 ) Purchases of common stock ( 22,927 ) ( 99,387 ) ( 63,564 ) Debt issuance costs ( 1,786 ) — ( 903 ) Net cash (used in) provided by financing activities ( 67,808 ) ( 146,276 ) 121,897 Effect of exchange rate changes on cash and cash equivalents 17,596 ( 1,189 ) ( 11,420 ) Increase in cash and cash equivalents 156,386 41,406 60,057 Cash and cash equivalents at beginning of year 531,139 489,733 429,676 Cash and cash equivalents at end of year $ 687,525 $ 531,139 $ 489,733 Supplementary Cash Flow Information Cash paid during the period for interest $ 20,095 $ 21,240 $ 18,462 Cash paid during the period for income taxes, net of refunds $ 27,619 $ 40,518 $ 41,904 Capital expenditures, not yet paid $ 6,126 $ 11,110 $ — See accompanying Notes to Consolidated Financial Statements. 49 Table of Contents LITTELFUSE, INC. CONSOLIDATED STATEMENTS OF EQUITY Littelfuse, Inc. Shareholders’ Equity (in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. Inc. (Loss) Retained Earnings Non-controlling Interest Total Balance at December 30, 2017 $ 229 $ 310,012 $ ( 41,294 ) $ ( 63,668 ) $ 722,140 $ 137 $ 927,556 Net income — — — — 164,565 — 164,565 Other comprehensive income (loss), net of tax ( 24,461 ) ( 24,461 ) Cumulative effect adjustment — — — ( 9,795 ) 9,795 — — Stock-based compensation — 27,431 — — — — 27,431 Non-controlling interest — — — — — ( 6 ) ( 6 ) Withheld 36,482 shares on restricted share units for withholding taxes — — ( 7,252 ) — — — ( 7,252 ) Stock options exercised 4 26,105 — — — — 26,109 Issuance of common stock 21 472,280 — — — — 472,301 Repurchases of common stock — — ( 67,908 ) — — — ( 67,908 ) Cash dividends paid ($ 1.60 per share) — — — — ( 39,993 ) — ( 39,993 ) Balance at December 29, 2018 $ 254 $ 835,828 $ ( 116,454 ) $ ( 97,924 ) $ 856,507 $ 131 $ 1,478,342 Net income — — — — 139,082 — 139,082 Other comprehensive income (loss), net of tax ( 8,899 ) ( 8,899 ) Stock-based compensation — 19,046 — — — — 19,046 Withheld 25,940 shares on restricted share units for withholding taxes — — ( 4,957 ) — — — ( 4,957 ) Stock options exercised 2 13,122 — — — — 13,124 Repurchases of common stock — — ( 95,036 ) — — — ( 95,036 ) Cash dividends paid ($ 1.82 per share) — — — — ( 44,688 ) — ( 44,688 ) Balance at December 28, 2019 $ 256 $ 867,996 $ ( 216,447 ) $ ( 106,823 ) $ 950,901 $ 131 $ 1,496,014 Net income — — — — 129,986 — 129,986 Other comprehensive income (loss), net of tax 15,666 15,666 Stock-based compensation — 18,129 — — — — 18,129 Withheld 20,250 shares on restricted share units for withholding taxes — — ( 2,992 ) — — — ( 2,992 ) Stock options exercised 3 21,733 — — — — 21,736 Repurchases of common stock — — ( 22,927 ) — — — ( 22,927 ) Cash dividends paid ($ 1.92 per share) — — — — ( 46,839 ) — ( 46,839 ) Balance at December 26, 2020 $ 259 $ 907,858 $ ( 242,366 ) $ ( 91,157 ) $ 1,034,048 $ 131 $ 1,608,773 See accompanying Notes to Consolidated Financial Statements. 50 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies and Other Information Nature of Operations Littelfuse, Inc. and subsidiaries (the “Company”) is a global manufacturer of leading technologies in circuit protection, power control and sensing. The company's products are found in automotive and commercial vehicles, industrial applications, data and telecommunications, medical devices, consumer electronics and appliances. With its broad product portfolio of fuses, semiconductors, polymers, ceramics, relays and sensors, and extensive global infrastructure, the Company’s worldwide associates partner with its customers to design, manufacture and deliver innovative, high-quality solutions for a safer, greener and increasingly connected world. Fiscal Year References herein to “2020”, “fiscal 2020” or “fiscal year 2020” refer to the fiscal year ended December 26, 2020. References herein to “2019”, “fiscal 2019” or “fiscal year 2019” refer to the fiscal year ended December 28, 2019. References herein to “2018”, “fiscal 2018” or “fiscal year 2018” refer to the fiscal year ended December 29, 2018. The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31. Basis of Presentation The Consolidated Financial Statements include the accounts of Littelfuse, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company’s Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States of America and include the assets, liabilities, sales and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses and the accompanying notes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in its evaluation, as considered necessary. Actual results could differ from those estimates. Reclassification For fiscal year ended December 26, 2020, the Company began presenting restructuring, impairment and other charges as a separate caption in the Consolidated Statements of Net Income. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. The impact of this reclassification resulted in a decrease in cost of sales, selling, general and administrative expenses, and research and development expenses with the corresponding change reported in restructuring, impairment and other charges. As a result, costs of sales, selling, general and administrative expenses, and research and development expenses were reduced by $ 4.8 million, $ 7.6 million, and $ 0.5 million, respectively, for fiscal year 2019 and costs of sales and selling, general and administrative expenses were reduced by $ 0.9 million, $ 11.7 million, respectively for fiscal year 2018. This reclassification had no effect on the previously reported operating income and net income for the fiscal years ended December 28, 2019 and December 29, 2018. Cash Equivalents All highly liquid investments, with an original maturity of three months or less when purchased, are considered to be cash equivalents. The Company maintains a multi-currency notional cash pool for our participating entities with a third-party bank provider. Actual cash balances are not physically converted and are not commingled between participating legal entities. The Company will classify any overdraft balances within accrued expenses and other current liabilities on the accompanying consolidated balance sheets. Short-Term and Long-Term Investments As of December 26, 2020, the Company has an investment in Polytronics Technology Corporation Ltd. (“Polytronics”). The Company’s Polytronics shares held at the end of fiscal 2020 and 2019 represent approximately 7.2 % of total Polytronics shares 51 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS outstanding, respectively. The Polytronics investment is carried at fair value. The fair value of the Polytronics investment was € 15.7 million (approximately $ 19.2 million) at December 26, 2020 and € 11.6 million (approximately $ 12.8 million) at December 28, 2019. As a result of the Company’s acquisition of IXYS, the Company has equity ownerships in various investments that are accounted for under the equity method. The Company owns 45 % of the outstanding equity of Powersem GmbH, a module manufacturer based in Germany, approximately 19 % of the outstanding equity of EB Tech Ltd., a company with expertise in radiation technology based in South Korea, and approximately 24 % of the outstanding common shares of Automated Technology, Inc., a supplier located in the Philippine s that provides assemb ly and test services. All equity-level investments are less than majority owned. The Company recognized no gains and losses and $ 0.6 million of losses from its equity method investments for the fiscal years ended December 26, 2020 and December 28, 2019, respectively. The balance of these equity method investments was $ 11.4 million and $ 11.1 million as of the fiscal years ended December 26, 2020 and December 28, 2019, respectively. See Note 18, Related Party Transactions, for further discussion. The balance of the Company's investments accounted for under the cost method was $ 0.5 million and $ 0.4 million for the fiscal years ended December 26, 2020 and December 28, 2019, respectively. During the twelve months ended December 26, 2020 and December 28, 2019, the Company recorded impairment charges of $ 0.1 million and $ 7.3 million, respectively, in Other income, net in the Consolidated Statements of Net Income to adjust these certain investments to their estimated fair value. See Note 10, Fair Value of Assets and Liabilities, for further discussion. The Company has investments related to its non-qualified Supplemental Retirement and Savings Plan. The Company maintains accounts for participants through which participants make investment elections. The investment securities are subject to the claims of the Company’s creditors. The investment securities are all mutual funds. The investment securities are measured at net asset value. As of December 26, 2020 and December 28, 2019, the investment securities balance was $ 13.2 million and $ 10.5 million, respectively, related to the plan and are included in Other assets on the Consolidated Balance Sheets. Trade Receivables The Company performs credit evaluations of customers’ financial condition and generally does not require collateral. Credit losses are provided for in the financial statements based upon specific knowledge of a customer’s inability to meet its financial obligations to the Company. Historically, credit losses have consistently been within management’s expectations and have not been a material amount. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Write-offs are recorded at the time a customer receivable is deemed uncollectible. The Company also maintains allowances against trade receivables for the settlement of rebates and sales discounts to customers. These allowances are based upon specific customer sales and sales discounts as well as actual historical experience. Inventories Inventories are stated at the lower of cost or net realizable value, which approximates current replacement cost. Cost is principally determined using the first-in, first-out method. The Company maintains excess and obsolete reserves against inventory to reduce the carrying value to the expected net realizable value. These reserves are based upon a combination of factors including historical sales volume, market conditions, lower of cost or market analysis and expected realizable value of the inventory. Property, Plant, and Equipment Land, buildings, and equipment are carried at cost. Depreciation is calculated using the straight-line method with useful lives of up to 21 years for buildings, three to ten years for equipment, seven years for furniture and fixtures, five years for tooling and three years for computer equipment. Leasehold improvements are depreciated over the lesser of their useful life or the lease term. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. Goodwill The Company annually tests goodwill for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. 52 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the second quarter of 2020, the Company recorded a non-cash charge of $ 33.8 million to recognize the impairment of goodwill in the automotive sensors reporting unit within the Automotive segment. The goodwill impairment charge was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2019 annual goodwill impairment test. These lower future expectations were driven by projected extended declines in end market demand due to the COVID-19 pandemic. In addition, during the second quarter of 2020, certain customers notified the Company of their decision to delay future programs along with a customer canceling an existing program. As of December 26, 2020, the automotive sensors reporting unit had $ 9.8 million of remaining goodwill. The Company compares each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value. The results of the annual goodwill impairment test as of September 27, 2020 indicated that the estimated fair values for each of the seven reporting units exceeded their respective carrying values. As of the most recent annual test conducted on September 27, 2020, the Company noted that the excess of fair value over the carrying value, was 218 %, 44 %, 160 %, 137 %, 59 %, 139 %, and 210 % for its reporting units; Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, Automotive Sensors, Relays, and Power Fuse, respectively. Relatively small changes in the Company’s key assumptions would not have resulted in any reporting units failing the goodwill impairment test. See Note 5, Goodwill and Other Intangible Assets, for additional information. The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events. Based on the interim assessments as of December 26, 2020, management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying value. Long-Lived Assets Customer relationships, trademarks and tradenames are amortized using the straight-line method over estimated useful lives that have a range of 5 to 20 years. Patents, licenses and software are amortized using the straight-line method or an accelerated method over estimated useful lives that have a range of 5 to 17 years. The distribution networks are amortized on either a straight-line or accelerated basis over estimated useful lives that have a range of 4 to 10 years. Land use rights are amortized using the straight-line method over 50 years which is the term of the land use rights. The Company assesses potential impairments to its long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Estimated fair market value is generally measured by discounting estimated future cash flows. Long-lived assets, other than goodwill and other intangible assets, that are held for sale are recorded at the lower of carrying value or the fair market value less the estimated cost to sell. Environmental Liabilities Environmental liabilities are accrued based on engineering studies estimating the cost of remediating sites. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company’s recorded liability for such claims, the Company would record additional charges during the period in which the actual loss or change in estimate occurred. Pension and Other Post-retirement Benefits The Company records annual income and expense amounts relating to its pension and post-retirement benefits plans based on calculations which include various actuarial assumptions including discount rates, expected long-term rates of return and compensation increases. The Company reviews its actuarial assumptions on an annual basis as of the fiscal year-end balance sheet date (or more frequently if a significant event requiring remeasurement occurs) and modifies the assumption based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the Consolidated Balance Sheets, but are generally amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive income (loss). The Company believes that the assumptions utilized in recording 53 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. Revenue Recognition Revenue Disaggregation The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 26, 2020 and December 28, 2019: Fiscal Year Ended December 26, 2020 (in thousands) Electronics Segment Automotive Segment Industrial Segment Total Electronics – Semiconductor $ 522,352 $ — $ — $ 522,352 Electronics – Passive Products and Sensors 415,410 — — 415,410 Passenger Car Products — 200,455 — 200,455 Commercial Vehicle Products — 101,324 — 101,324 Automotive Sensors — 93,985 — 93,985 Industrial Products — — 112,169 112,169 Total $ 937,762 $ 395,764 $ 112,169 $ 1,445,695 Fiscal Year Ended December 28, 2019 (in thousands) Electronics Segment Automotive Segment Industrial Segment Total Electronics – Semiconductor $ 539,820 $ — $ — $ 539,820 Electronics – Passive Products and Sensors 421,260 — — 421,260 Passenger Car Products — 218,560 — 218,560 Commercial Vehicle Products — 111,972 — 111,972 Automotive Sensors — 98,001 — 98,001 Industrial Products — — 114,260 114,260 Total $ 961,080 $ 428,533 $ 114,260 $ 1,503,873 During the fourth quarter of 2020, the Company transferred a business previously reported within the Electronics-Semiconductor reporting unit to the Electronics-Passive Products and Sensors reporting units. This transfer aligns with how this business will be managed and is complimentary with existing electronics passive products and sensors and markets into which they sell. The 2019 disaggregated revenue table has been reclassified to reflect this change. This transfer had no impact to the Electronics segment results. See Note 16, Segment Information, for net sales by segment and countries. The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowance, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors. The Company has elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. 54 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue and Billing The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue. Ship and Debit Program Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the distributor to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference between the contracted price and the lower approved price. The Company establishes reserves for this program based on historic activity, electronic distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue. Return to Stock The Company has a return to stock policy whereby certain customers, with prior authorization from the Company's management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historic activity. Sales revenue and cost of sales are reduced to anticipate estimated returns. Volume Rebates The Company offers volume-based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold. Allowance for Doubtful Accounts The Company currently measures the expected credit losses based on our historical credit loss experience. The Company has not experienced significant recent or historical credit losses and is not forecasting any significant credit losses which would require adjustments to our methodology. If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience and to reflect these conditions and forecasts. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also analyzes all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical collection and loss experience. Historically, the allowance for doubtful accounts has been adequate to cover bad debts. If circumstances related to specific customers change, the estimates of the recoverability of receivables could be further adjusted. As of December 26, 2020 and December 28, 2019, the Company’s allowance for doubtful accounts was $ 1.4 million and $ 1.3 million, respectively. Additionally, the Company had less than $ 1.0 million of trade receivables greater than 90 days past due as of December 26, 2020 and December 28, 2019, respectively. Advertising Costs The Company expenses advertising costs as incurred, which amounted to $ 2.1 million , $ 2.7 million, and $ 2.8 million in fiscal years 2020, 2019 and 2018, respectively, and are included as a component of selling, general, and administrative expenses. 55 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Shipping and Handling Fees and Costs Amounts billed to customers related to shipping and handling is classified as revenue. Costs incurred for shipping and handling of $ 11.1 million, $ 11.0 million , and $ 12.3 million in fiscal years 2020, 2019, and 2018, respectively, are classified in selling, general, and administrative expenses. Foreign Currency Translation / Remeasurement The Company’s foreign subsidiaries use the local currency or the U.S. dollar as their functional currency, as appropriate. Assets and liabilities are translated using exchange rates at the balance sheet date, and revenues and expenses are translated at weighted average rates. Adjustments from the translation process are recognized in “Shareholders’ equity” as a component of “Accumulated other comprehensive income/ (loss).” The amount of foreign currency gain or loss from remeasurement recognized in the income statement was a gain of $ 14.9 million in fiscal year 2020, a loss of $ 5.2 million in fiscal year 2019, and a gain of $ 0.9 million in fiscal year 2018. Stock-Based Compensation The Company recognizes compensation expense for the cost of awards of equity compensation using a fair value method. Benefits of tax deductions in excess of recognized compensation expense are reported as operating cash flows. See Note 12, Stock-Based Compensation , for additional information on stock-based compensation. Coal Mining Liability Included in other long-term liabilities is an accrual related to former coal mining operations at Littelfuse GmbH (formerly known as Heinrich Industries, AG) for the amounts of € 2.3 million ($ 2.9 million) and € 1.0 million ($ 1.1 million) at December 26, 2020 and December 28, 2019, respectively. Management, in conjunction with an independent third-party, performs an annual evaluation of the former coal mining operations in order to develop an estimate of the probable future obligations in regard to remediating the dangers (such as a shaft collapse) of abandoned coal mine shafts in the former coal mining operations. Management accrues for costs associated with such remediation efforts based on management's best estimate when such costs are probable and reasonably able to be estimated. The ultimate determination can only be done after respective investigations because the concrete conditions are mostly unknown at this time. Other Income, Net Other income, net generally consists of interest income, royalties, change in fair value of available-for-sale securities, pension non-service costs and other non-operating expense (income). Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred taxes are recognized for the future effects of temporary differences between financial and income tax reporting using enacted tax rates in effect for the years in which the differences are expected to reverse. The Company recognizes deferred taxes for temporary differences, operating loss carryforwards, and tax credit and other tax attribute carryforwards (excluding carryforwards where usage has been determined to be remote). Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. U.S. state and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to the U.S. and be taxable (and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to an upper-tier non-U.S. entity). Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred U.S. income taxes and non-U.S. taxes are not provided on the excess of the investment value for financial reporting over the tax basis of investments in those non-U.S. subsidiaries for which such excess is considered to be permanently reinvested in those operations. Management regularly evaluates whether non-U.S. earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its non-U.S. subsidiaries. Changes in economic and business conditions, non-U.S. or U.S. tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits 56 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. On December 22, 2017, the U.S. enacted legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). Among other things, the Tax Act reduced the U.S. corporate federal income tax rate from 35% to 21%, added base broadening provisions which limit deductions and address excessive international tax planning, imposed a one-time tax (the “Toll Charge”) on accumulated earnings of certain non-U.S. subsidiaries and enabled repatriation of earnings of non-U.S. subsidiaries free of U.S. federal income tax. In the fourth quarter of 2018, within the measurement period outlined in SEC SAB No. 118, the Company finalized its estimates of the impact of the Tax Act and recorded a charge of $ 3.2 million, including $ 2.3 million for the Toll Charge and $ 0.9 million for the net impact of other items. In addition, the Company recorded $ 7.0 million for the Toll Charge associated with IXYS as part of the IXYS acquisition purchase price allocation. This was reflected in the opening balance sheet as an increase to goodwill and other long-term liabilities. The Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. The long-term portion of this Toll Charge which remains payable as of December 26, 2020, totaling $ 20.8 million, is included in Other long-term liabilities, and the anticipated 2021 annual installment payment of $ 3.0 million is included in Accrued income taxes , on the Consolidated Balance Sheet as of December 26, 2020. The Company did not elect to pay the 2018 IXYS Toll Charge over the eight year period provided by the Tax Act and therefore there is no 2018 IXYS Toll Charge which remains payable as of December 26, 2020. One of the base broadening provisions of the Tax Act is commonly referred to as the “GILTI” provisions. In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the fiscal years ended December 26, 2020, December 28, 2019, and December 29, 2018, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense . Fair Value Measurements Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its available-for-sale securities and pension plan assets on a recurring basis. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is: Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-14 "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans," which amends ASC 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General. The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in OCI expected to be recognized in net periodic benefit costs over the next fiscal year, and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. This guidance is effective for financial statements 57 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS issued for fiscal years ending after December 15, 2020. The Company adopted the standard as of December 26, 2020. The adoption of this guidance did not have a material effect on the Company's Consolidated Financial Statements. In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The objective of this is to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting due to the cessation of the London Interbank Offered Rate (LIBOR). The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this guidance did not have a material effect on the Company's Consolidated Financial Statements. In August 2018, the FASB issued ASU No. 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic: 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted the new standard on December 29, 2019. The adoption of ASU 2018-15 did not have a material impact on our Consolidated Financial Statements. In August 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement." ASU 2018-13 modifies the disclosure requirements in Topic 820: "Fair Value Measurement," based on the FASB Concepts Statement, "Conceptual Framework for Financial Reporting - Chapter 8: Notes to Financial Statements," including consideration of costs and benefits. The new standard removes certain disclosures, modifies other disclosures and adds additional disclosures related to fair value measurement. The Company adopted the new standard on December 29, 2019. The adoption of ASU 2018-13 did not have a material impact on our Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments." The standard, including subsequently issued amendments (ASU 2019-11 and ASU 2019-04), modifies the measurement approach for credit losses on financial instruments, including trade receivables, from an incurred loss method to a current expected credit loss method ("CECL"). The standard requires the measurement of expected credit losses to be based on relevant information, including historical experiences, current conditions and a forecast that is supportable. The Company adopted the new standard on December 29, 2019. The adoption of the standard did not have a material effect on our Consolidated Financial Statements. Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes" as part of its initiative to reduce complexity in the accounting standards. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company does not expect material effect from the adoption of this guidance on the Company's Consolidated Financial Statements. 58 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Acquisitions The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Consolidated Financial Statements from the date of the acquisition. IXYS Corporation On January 17, 2018, the Company acquired IXYS Corporation (“IXYS”), a global pioneer in the power semiconductor and integrated circuit markets with a focus on medium to high voltage power semiconductors across the industrial, communications, consumer and medical markets. IXYS had a broad customer base, serving more than 3,500 customers through its direct sales force and global distribution partners. The acquisition of IXYS accelerated the Company’s growth across the power control market driven by IXYS’s extensive power semiconductor portfolio and technology expertise. With IXYS, the Company was able to diversify and expand its presence within industrial electronics markets, leveraging the strong IXYS industrial OEM customer base. The Company leveraged its power semiconductor portfolio in automotive markets to expand its global content per vehicle. Upon completion of the acquisition, at IXYS stockholders’ election and subject to proration, each share of IXYS common stock, par value $ 0.01 per share, owned immediately prior to the effective time were canceled and extinguished and automatically converted into the right to receive: (i) $ 23.00 in cash (subject to applicable withholding tax), without interest (referred to as the cash consideration), or (ii) 0.1265 of a share of common stock, par value $ 0.01 per share, of Littelfuse (referred to as the stock consideration). IXYS stockholders received cash in lieu of any fractional shares of Littelfuse common stock that the IXYS stockholders would otherwise have been entitled to receive. Additionally, each outstanding option to purchase shares of IXYS common stock granted under an IXYS equity plan were assumed by Littelfuse and converted into an option to acquire (i) a number of shares of Littelfuse common stock equal to the number of shares of IXYS common stock subject to such option immediately prior to the effective time multiplied by 0.1265 , rounded down to the nearest whole share, with (ii) an exercise price per share of Littelfuse common stock equal to the exercise price of such IXYS stock option immediately prior to the effective time divided by 0.1265 , rounded up to the nearest whole cent. Based on the $ 207.5 per share opening price of Littelfuse common stock on January 17, 2018, the consideration IXYS stockholders received in exchange of their IXYS common stock in the acquisition had a value of $ 814.8 million comprised of $ 380.6 million of cash and $ 434.2 million of Littelfuse stock. In addition to the consideration transferred related to IXYS common stock, the value of consideration transferred, and included in the purchase price, related to IXYS stock options that were converted to Littelfuse stock options, or cash settled, had a value of $ 41.7 million. As a result, total consideration was valued at $ 856.5 million. The total purchase price of $ 856.5 million has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values. The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the IXYS acquisition: 59 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired 302,865 Cash settled stock options 3,622 Littelfuse stock 434,192 Converted stock options 38,109 Total purchase consideration 778,788 Allocation of consideration to assets acquired and liabilities assumed: Current assets, net 155,930 Property, plant, and equipment 77,442 Intangible assets 212,720 Goodwill 382,360 Other non-current assets 28,706 Other non-current liabilities ( 78,370 ) 778,788 Approximately $ 49.1 million of net receivables was included in IXYS’s current assets, All IXYS goodwill, other assets and liabilities were recorded in the Electronics segment and primarily reflected in the Americas and European geographic areas. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining IXYS’s products and technology with the Company’s existing electronics product portfolio. Goodwill resulting from the IXYS acquisition is not expected to be deductible for tax purposes. The Company recorded $ 7.0 million for the Toll Charge associated with IXYS as part of the IXYS acquisition purchase price allocation (this reflects a reduction of $ 1.0 million recorded in the fourth quarter of 2018 and $ 2.0 million recorded in the third quarter of 2018 as a consequence of revisions to the Company’s original estimates). As a result of the Company completing its fair value analysis, in the fourth quarter of 2018, the company recorded a reduction of $ 2.6 million in certain investments held by IXYS. Included in the Company’s Consolidated Statements of Net Income for the fiscal year ended December 29, 2018 are net sales of approximately $ 378.2 million, and loss before income taxes of $ 22.2 million, since the January 17, 2018 acquisition of IXYS. The Company recognized approximately $ 11.9 million of stock compensation expense related to IXYS stock options converted to Littelfuse stock options during the fiscal year ended December 29, 2018, of which $ 4.5 million was recognized immediately as it related to prior service periods. As required by purchase accounting rules, the Company recorded a $ 36.9 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was fully amortized as a non-cash charge to cost of goods sold during the first and second quarters of 2018, as the acquired inventory was sold, and reflected as other non-segment costs. During the fiscal year ended December 29, 2018, the Company incurred approximately $ 11.0 million of legal and professional fees related to this acquisition which were primarily recognized as selling, general, and administrative expenses . These costs were reflected as other non-segment costs. Pro Forma Results The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and IXYS as though the acquisition had occurred as of January 1, 2017. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the IXYS acquisition occurred as of January 1, 2017 or of future consolidated operating results. 60 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Fiscal Year Ended (in thousands, except per share amounts) December 29, 2018 Net sales $ 1,735,181 Income before income taxes 272,724 Net income 215,228 Net income per share — basic 8.61 Net income per share — diluted 8.53 Pro forma results presented above primarily reflect the following adjustments: For the Fiscal Year Ended (in thousands) December 29, 2018 Amortization (a) $ 12,009 Transaction costs (b) 9,976 Amortization of inventory step-up (c) 36,927 Stock compensation (d) 5,845 Income tax impact of above items ( 15,446 ) (a) The amortization adjustment for the twelve months ended December 29, 2018 primarily reflects the reduction of amortization expense in the period related to the Order backlog intangible asset. The Order backlog has a useful life of twelve months and is fully amortized in the fiscal 2017 for pro forma results. (b) The transaction cost adjustments reflect the reversal of certain bank and attorney fees from the twelve months ended December 29, 2018. (c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the twelve months ended December 29, 2018. The inventory step-up was amortized over five months as the inventory was sold. (d) The stock compensation adjustment reflects the reversal of the portion of stock compensation for IXYS stock options that were converted to Littelfuse stock options and expensed immediately during the twelve months ended December 29, 2018. For the fiscal year ended December 26, 2020 and December 28, 2019, the Company recorded $ 0.8 million and $ 2.7 million of acquisition-related expenses associated with contemplated acquisitions within Selling, general and administrative expenses in the Consolidated Statements of Net Income. 3. Inventories The components of inventories at December 26, 2020 and December 28, 2019 are as follows: (in thousands) 2020 2019 Raw materials $ 85,394 $ 76,732 Work in process 92,783 84,561 Finished goods 114,641 110,388 Inventory reserves ( 34,816 ) ( 34,174 ) Total $ 258,002 $ 237,507 61 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Property, Plant, and Equipment The components of net property, plant, and equipment at December 26, 2020 and December 28, 2019 are as follows: (in thousands) 2020 2019 Land $ 22,851 $ 24,758 Building 123,497 108,501 Equipment 678,220 631,273 Accumulated depreciation and amortization ( 480,390 ) ( 419,915 ) Total $ 344,178 $ 344,617 The Company recorded depreciation expense of $ 56.1 million, $ 52.5 million, and $ 51.0 million for the fiscal years ended December 26, 2020, December 28, 2019, and December 29, 2018, respectively. 5. Goodwill and Other Intangible Assets The amounts for goodwill and changes in the carrying value by segment are as follows: (in thousands) Electronics Automotive Industrial Total Gross goodwill as of December 29, 2018 $ 656,039 $ 132,332 $ 46,830 $ 835,201 Accumulated impairment losses as of December 29, 2018 — — ( 8,486 ) ( 8,486 ) Net goodwill as of December 29, 2018 $ 656,039 $ 132,332 $ 38,344 $ 826,715 Changes during 2019: Foreign currency translation adjustments ( 5,243 ) ( 1,011 ) 128 ( 6,126 ) Gross goodwill as of December 28, 2019 650,796 131,321 47,266 829,383 Accumulated impairment losses as of December 28, 2019 — — ( 8,794 ) ( 8,794 ) Net goodwill as of December 28, 2019 $ 650,796 $ 131,321 $ 38,472 $ 820,589 Changes during 2020: Impairments — ( 33,841 ) — ( 33,841 ) Foreign currency translation adjustments 25,529 4,451 84 30,064 Gross goodwill as of December 26, 2020 676,325 138,354 47,551 862,230 Accumulated impairment losses as of December 26, 2020 — ( 36,423 ) ( 8,995 ) ( 45,418 ) Net goodwill as of December 26, 2020 $ 676,325 $ 101,931 $ 38,556 $ 816,812 The Company tests its goodwill annually for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. During the second quarter of 2020, the Company recorded a non-cash charge of $ 33.8 million to recognize the impairment of goodwill in the automotive sensors reporting unit within the Automotive segment. The goodwill impairment charge was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2019 annual goodwill impairment test. These lower future expectations were driven by projected extended declines in end market demand due to the COVID-19 pandemic. In addition, during the second quarter of 2020, certain customers notified the Company of their decision to delay future programs along with a customer canceling their existing program. The goodwill impairment charge was determined using Level 3 inputs, including discounted cash flow analysis and comparable marketplace fair value data. As of December 26, 2020, the automotive sensors reporting unit had $ 9.8 million of remaining goodwill. The components of intangible assets at December 26, 2020 and December 28, 2019 are as follows: 62 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 26, 2020 (in thousands) Gross Carrying Value Accumulated Amortization Net Book Value Land use rights $ 10,280 $ 2,007 $ 8,273 Patents, licenses and software $ 137,210 $ 92,868 $ 44,342 Distribution network 43,910 38,980 4,930 Customer relationships, trademarks, and tradenames 372,064 137,722 234,342 Total $ 563,464 $ 271,577 $ 291,887 As of December 28, 2019 (in thousands) Gross Carrying Value Accumulated Amortization Net Book Value Land use rights $ 9,649 $ 1,730 $ 7,919 Patents, licenses and software $ 131,164 $ 78,828 $ 52,336 Distribution network 43,239 36,163 7,076 Customer relationships, trademarks, and tradenames 360,534 106,618 253,916 Total $ 544,586 $ 223,339 $ 321,247 During the year ended December 29, 2018, the Company recorded additions to other intangible assets of $ 212.7 million, for acquisitions during 2018, the components of which were as follows: 2018 (in thousands, except weighted average useful life) Weighted Average Useful Life (Years) Amount Patents, licenses and software 8.0 $ 51,500 Customer relationships, trademarks, and tradenames 17.2 148,800 Order backlog 1.0 12,420 Total $ 212,720 For intangible assets with definite lives, the Company recorded amortization expense of $ 40.0 million, $ 40.0 million, and $ 52.2 million in 2020, 2019, and 2018, respectively. Estimated annual amortization expense related to intangible assets with definite lives at December 26, 2020 is as follows: (in thousands) Amount 2021 $ 38,858 2022 37,851 2023 33,279 2024 30,121 2025 29,689 2026 and thereafter 122,089 Total $ 291,887 6. Accrued Liabilities The components of accrued liabilities at December 26, 2020 and December 28, 2019 are as follows: 63 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) 2020 2019 Employee-related liabilities $ 50,689 $ 40,774 Operating lease liability 6,811 7,259 Interest 4,517 5,058 Restructuring liability 4,195 2,679 Other customer reserves 3,858 1,143 Professional services 3,321 3,986 Deferred revenue 2,959 828 Current benefit liability 2,751 1,106 Other non-income taxes 2,126 1,940 Other 29,251 19,347 Total $ 110,478 $ 84,120 Employee-related liabilities consist primarily of payroll, sales commission, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other client-related liabilities. 7. Lease Commitments Under ASC 842, a contract contains a lease if there is an identified asset and the Company has the right to control the asset. The Company determines whether a contract contains a lease at contract inception. The Company leases office and production space under various non-cancellable operating leases that expire no later than 2025. Certain real estate leases include one or more options to renew. The exercise of lease renewal options is at the Company's sole discretion. Options to extend the lease are included in the lease term when it is reasonably certain the Company will exercise the option. The Company also has production equipment, office equipment and vehicles under operating leases. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise. Certain leases include rental payments adjusted periodically for inflation. The lease agreements do not contain any material residual value guarantee or material restrictive covenants. The Company has elected to use the available practical expedient to account for the lease and non-lease components of its leases as a single component. As the Company elected not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. The Company does not have a published credit rating because it has no publicly traded debt; therefore, the Company is generating its incremental borrowing rate (IBR), using a synthetic credit rating model that compares its credit quality to other rated companies based on certain financial metrics and ratios. The reference rate will be based on the yield curve of companies with similar credit quality based on the metrics and adjusted for currency in regions where we have significant operations. All leases with an initial term of 12 months or less that do not include an option to extend or purchase the underlying asset that the Company is reasonably certain to exercise (“short-term leases”) are not recorded on the Consolidated Balance Sheets. Short-term lease expenses are recognized on a straight-line basis over the lease term. The following table presents the classification of ROU assets and lease liabilities as of December 26, 2020 and December 28, 2019: Leases (in thousands) Consolidated Balance Sheet Classification December 26, 2020 December 28, 2019 Assets Operating ROU assets Right of use assets, net $ 17,615 $ 21,918 Liabilities Current operating lease liabilities Accrued liabilities $ 6,811 $ 7,259 Non-current operating lease liabilities Non-current operating lease liabilities 12,950 17,166 Total lease liabilities $ 19,761 $ 24,425 The following table represents the lease costs for 2020 and 2019: 64 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Leases cost (in thousands) Consolidated Statements of Net Income Classification Fiscal Year Ended December 26, 2020 Fiscal Year Ended December 28, 2019 Short-term lease expenses Cost of sales, SG&A expenses $ 512 $ 562 Variable lease expenses Cost of sales, SG&A expenses 1,307 916 Operating lease rent expenses Cost of sales, SG&A expenses 8,591 8,664 Total operating lease costs Cost of sales, SG&A expenses $ 10,410 $ 10,142 The Company leases certain office and warehouse space as well as certain machinery and equipment under non-cancellable operating leases. Rent expense under these leases was $ 10.4 million, $ 10.1 million , and $ 9.6 million in 2020, 2019, and 2018, respectively. Maturity of Lease Liabilities as of December 26, 2020 (in thousands) Operating leases 2021 $ 7,660 2022 6,162 2023 3,952 2024 3,350 2025 262 2026 and thereafter 302 Total lease payments $ 21,688 Present value of lease liabilities $ 19,761 Operating Lease Term and Discount Rate Fiscal Year Ended December 26, 2020 Fiscal Year Ended December 28, 2019 Weighted-average remaining lease term (years) 3.41 4.05 Weighted-average discount rate 5.06 % 5.11 % Cash Flow Information related to Leases (in thousands) Fiscal Year Ended December 26, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ ( 8,929 ) Leased assets obtained in exchange for operating lease liabilities 2,862 65 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Restructuring, Impairment and Other Charges The Company recorded restructuring, impairment and other charges for fiscal years 2020, 2019, and 2018 as follows: Fiscal Year Ended December 26, 2020 (in thousands) Electronics Automotive Industrial Total Employee terminations $ 2,540 $ 682 $ 2,231 $ 5,453 Other restructuring charges — 175 10 185 Total restructuring charges 2,540 857 2,241 5,638 Impairment — 33,841 2,237 36,078 Total $ 2,540 $ 34,698 $ 4,478 $ 41,716 Fiscal Year Ended December 28, 2019 (in thousands) Electronics Automotive Industrial Total Employee terminations $ 5,313 $ 4,251 $ 795 $ 10,359 Other restructuring charges 188 1,714 450 2,352 Total restructuring charges 5,501 5,965 1,245 12,711 Impairment — 322 — 322 Total $ 5,501 $ 6,287 $ 1,245 $ 13,033 Fiscal Year Ended December 29, 2018 (in thousands) Electronics Automotive Industrial Total Employee terminations $ 8,742 $ 634 $ 127 $ 9,503 Other restructuring charges 670 192 — 862 Total restructuring charges 9,412 826 127 10,365 Impairment — 88 2,130 2,218 Total $ 9,412 $ 914 $ 2,257 $ 12,583 2020 For the year ended December 26, 2020, the Company recorded total restructuring charges of $ 5.6 million, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions across all segments and the previously announced consolidation of a manufacturing facility within the Industrial segment. The Company also recognized $ 36.1 million of impairment charges, which included a $ 33.8 million goodwill impairment charge associated with the automotive sensors reporting unit within the Automotive segment in the second quarter of 2020 and a $ 2.2 million impairment charge related to the land and building associated with the Company’s previously announced consolidation of a manufacturing facility within the Industrial segment in the first quarter of 2020. See Note 5, Goodwill and Other Intangible Assets for further discussion regarding the goodwill impairment charge. 2019 For the year ended December 28, 2019, the Company recorded total restructuring charges of $ 12.7 million for employee termination costs and other restructuring charges. These charges primarily related to the reorganization of operations and selling, general and administrative functions as well as the integration of IXYS within the Electronics segment and the reorganization of operations in the automotive sensors and commercial vehicle products businesses within the Automotive segment. In April 2019, we announced the closure of a European manufacturing facility in the automotive sensors business within the Automotive segment. The Company recorded $ 1.7 million of employee termination costs and $ 1.4 million of other restructuring and impairment charges associated with this plant closure. 2018 For the year ended December 29, 2018, the Company recorded total restructuring charges of $ 10.4 million for employee termination costs and other restructuring charges related to lease termination and facility closure. These charges primarily related to the integration of IXYS and the reorganization of the IXYS Radio Pulse business within the Electronics segment and the reorganization of operations in the Commercial Vehicle Products business within the Automotive segment. 66 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 29, 2018, the Company recorded impairment charges of $ 2.2 million primarily related to the impairment of a building and a trade name associated with the exit of the Custom business within the Industrial segment. The restructuring reserves as of December 26, 2020 and December 28, 2019 are $ 4.2 million and $ 2.7 million, respectively. The restructuring reserves are included within accrued liabilities. Payments associated with employee terminations reflected in the above table were substantially completed by December 26, 2020. The Company anticipates that the remaining payments associated with employee terminations will be completed in fiscal 2021. 9. Debt The carrying amounts of debt at December 26, 2020 and December 28, 2019 are as follows: (in thousands) 2020 2019 Revolving Credit Facility $ 130,000 $ — Term Loan — 145,000 Euro Senior Notes, Series A due 2023 142,679 129,808 Euro Senior Notes, Series B due 2028 115,850 105,400 U.S. Senior Notes, Series A due 2022 25,000 25,000 U.S. Senior Notes, Series B due 2027 100,000 100,000 U.S. Senior Notes, Series A due 2025 50,000 50,000 U.S. Senior Notes, Series B due 2030 125,000 125,000 Other 2,619 2,619 Unamortized debt issuance costs ( 4,114 ) ( 3,669 ) Total debt 687,034 679,158 Less: Current maturities — ( 10,000 ) Total long-term debt $ 687,034 $ 669,158 Interest paid on all Company debt was approximately $ 20.1 million, $ 21.2 million, and $ 18.5 million in fiscal year 2020, 2019, and 2018, respectively. Revolving Credit Facility / Term Loan On March 4, 2016, the Company entered into a five-year credit agreement (“Credit Agreement”) with a group of lenders for up to $ 700.0 million. The Credit Agreement consisted of an unsecured revolving credit facility (“Revolving Credit Facility”) of $ 575.0 million and an unsecured term loan credit facility (“Term Loan”) of up to $ 125.0 million. In addition, the Company had the ability, from time to time, to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $ 150.0 million, in the aggregate, in each case in minimum increments of $ 25.0 million, subject to certain conditions and the agreement of participating lenders. On October 13, 2017, the Company amended the Credit Agreement to increase the Revolving Credit Facility from $ 575.0 million to $ 700.0 million and increase the Term Loan from $ 125.0 million to $ 200.0 million and to extend the expiration date from March 4, 2021 to October 13, 2022. The Credit Agreement also includes the option for the Company to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $ 300.0 million, in the aggregate, subject to the satisfaction of certain conditions set forth in the Credit Agreement. Term Loans may be made in up to two advances. The first advance of $ 125.0 million occurred on October 13, 2017 and the second advance of $ 75.0 million occurred on January 16, 2018. For the Term Loan, the Company was required to make quarterly principal payments of 1.25 % of the original term loan ($ 2.5 million quarterly) through maturity, with the remaining balance due on October 13, 2022. The Company paid $ 5.0 million of principal payments on the term loan before the Company amended the Credit Agreement on April 3, 2020 as discussed below. On March 25, 2020, the company borrowed $ 100.0 million from the revolving credit facility to preserve financial flexibility and enhance liquidity, given the increasing levels of uncertainty related to COVID-19. 67 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On April 3, 2020, the Company amended the Credit Agreement to effect certain changes, including, among others: (i) eliminating the $ 200.0 million unsecured term loan credit facility, the remaining outstanding balance ($ 140.0 million) of which was repaid in full on April 3, 2020 through the revolving credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company; (iii) modifying performance-based interest rate margins and undrawn fees; and (iv) extending the maturity date to April 3, 2025. The amended Credit Agreement also allows the Company to increase the size of the revolving credit facility or enter into one or more tranches of term loans if there is no event of default and the Company is in compliance with certain financial covenants. The Company made payments of $ 110.0 million on the amended revolving credit facility during the fiscal year ended December 26, 2020. The balance under the facility was $ 130.0 million as of December 26, 2020. Outstanding borrowings under the Credit Agreement bear interest, at the Company’s option, at either LIBOR fixed for interest periods of one, two, three or six-month periods plus 1.25 % to 2.00 %, or at the bank’s Base Rate, as defined, plus 0.25 % to 1.00 %, based upon the Company’s Consolidated Leverage Ratio, as defined in the agreement. The Company was also required to pay commitment fees on unused portions of the credit agreement ranging from 0.125 % to 0.20 %, based on the Consolidated Leverage Ratio, as defined in the agreement. The credit agreement includes representations, covenants and events of default that are customary for financing transactions of this nature. The effective interest rate on outstanding borrowings under the credit facility was 1.65 % at December 26, 2020. As of December 26, 2020, the Company had no amounts outstanding in letters of credit and had available $ 383.5 million of borrowing capacity under the Revolving Credit Facility. At December 26, 2020, the Company was in compliance with all covenants under the Credit Agreement. Senior Notes On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold € 212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for € 117 million in aggregate amount of 1.14 % Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and € 95 million in aggregate amount of 1.83 % Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017. On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $ 125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $ 25 million in aggregate principal amount of 3.03 % Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $ 100 million in aggregate principal amount of 3.74 % Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017. On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $ 175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $ 50 million aggregate principal amount of 3.48 % Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $ 125 million in aggregate principal amount of 3.78 % Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030” and with the Euro Senior Notes and the U.S. Senior Notes 2022 and 2027, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 will be payable on February 15 and August 15, commencing on August 15, 2018. The Senior Notes have not been registered under the Securities Act, or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company. The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At December 26, 2020, the Company was in compliance with all covenants under the Senior Notes. The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders, and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control. 68 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Debt Issuance Costs During fiscal year 2020, the Company paid debt issuance costs of $ 1.8 million in relation to the amended the Credit Agreement on April 3, 2020 which, along with the remaining balance of debt issuance costs of the previous credit facility, are being amortized over the life of the amended Credit Agreement. The Company paid debt issuance costs of $ 0.9 million in relation to the $ 175 million Note Purchase Agreement that was entered on November 15, 2017 during fiscal year 2018. Debt Maturities Scheduled maturities of the Company’s long-term debt for each of the five years succeeding December 26, 2020 and thereafter are summarized as follows: (in thousands) Scheduled Maturities 2021 $ — 2022 27,619 2023 142,679 2024 — 2025 180,000 2026 and thereafter 340,850 $ 691,148 10. Fair Value of Assets and Liabilities For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows: Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets; Level 2 —Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable, and Level 3 —Valuations based upon one or more significant unobservable inputs. Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy. Cash Equivalents Cash equivalents primarily consist of money market funds, which are held with an institution with sound credit rating and are highly liquid. The Company classified cash equivalents as Level 1 and are valued at cost, which approximates fair value. Investments in Equity Securities Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy. Such securities are further detailed in Note 1, Summary of Significant Accounting Policies and Other Information . Other Investments 69 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has certain convertible debt and convertible preferred stock investments that are accounted for under the cost method reflected in Investments and Other assets in the Consolidated Balance Sheets. During the fiscal year ended December 26, 2020 and December 28, 2019, the Company recorded impairment charges of $ 0.1 million and $ 7.3 million, respectively, in Other income, net in the Consolidated Statements of Net Income to adjust these certain investments to their estimated fair value. As of December 26, 2020 and December 28, 2019, the balances of these investments were $ 0.5 million and $ 0.4 million, respectively. The fair value of these investments are measured on a nonrecurring basis using Level 3 inputs under the fair value hierarchy. The Company's accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs. Defined Benefit Plan Assets / Non-qualified Supplemental Retirement and Savings Plan Investments See Note 11, Benefit Plans, for description of valuation methodologies and investment balances for defined benefit plan assets and investments related to the Company’s Non-Qualified Supplemental Retirement and Savings Plan. Foreign currency exchange forward contract There were no changes during 2020 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. On October 30, 2019, the Company entered a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Chinese renminbi and U.S dollar. The foreign currency contract was not designated as a hedge instrument and was marked to market on a monthly basis. The notional value of the forward contracts at December 28, 2019 was $ 16.0 million and expired on May 5, 2020. On March 23, 2020, the Company unwound the foreign currency exchange forward contract entered on October 30, 2019 and recognized a gain of $ 0.2 million within Other income, net during the fiscal year 2020. The fair value of the foreign currency forward contract was valued using market exchange rates and classified as a Level 2 input under the fair value hierarchy. As of December 26, 2020 and December 28, 2019, the Company held no non-financial assets or liabilities that are required to be measured at fair value on a recurring basis. The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 26, 2020: Fair Value Measurements Using (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash Equivalents $ 73,461 $ — $ — $ 73,461 Investments in equity securities 19,186 — — 19,186 Mutual funds 13,249 — — 13,249 Total: $ 105,896 $ — $ — $ 105,896 The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 28, 2019: Fair Value Measurements Using (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash Equivalents $ 118,999 $ — $ — $ 118,999 Investments in equity securities 12,969 — — 12,969 Mutual funds 10,464 — — 10,464 Total: $ 142,432 $ — $ — $ 142,432 70 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, trade receivables and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and trade receivables approximate their fair values. The Company’s revolving and term loan debt facilities’ fair values approximate book value at December 26, 2020 and December 28, 2019, as the rates on these borrowings are variable in nature. The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series A and Series B and USD Senior Notes, Series A and Series B, as of December 26, 2020 and December 28, 2019 were as follows: December 26, 2020 December 28, 2019 (in thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Euro Senior Notes, Series A due 2023 $ 142,679 $ 144,323 $ 129,808 $ 131,710 Euro Senior Notes, Series B due 2028 115,850 123,588 105,400 110,336 USD Senior Notes, Series A due 2022 25,000 25,437 25,000 25,054 USD Senior Notes, Series B due 2027 100,000 109,552 100,000 102,548 USD Senior Notes, Series A due 2025 50,000 53,474 50,000 50,775 USD Senior Notes, Series B due 2030 125,000 138,036 125,000 127,701 The Company recognized impairment charges of $ 1.9 million for the land and building and $ 0.3 million for a certain patent as a result of the Company’s announcement to consolidate a manufacturing facility within the Industrial segment during the first quarter of 2020. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. The fair value of the land and building was valued using a real estate appraisal and classified as a Level 3 input under the fair value hierarchy. The second quarter of 2020 goodwill impairment charge was the result of measuring a reporting unit at fair value on a nonrecurring basis as shown below: Fiscal Year Ended December 26, 2020 December 26, 2020 (in thousands) Impairment Charge Estimated Fair Value Measurement (Level 3) Carrying Value Goodwill $ 33,841 $ 8,953 $ 9,832 See Note 5, Goodwill and Other Intangible Assets for further discussion regarding goodwill impairment charges. 71 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Benefit Plans The Company has Company-sponsored and mandatory defined benefit pension plans covering employees in the United Kingdom ("U.K."), Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is generally based on years of service and final average pay. On April 7, 2020, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to directly pay and administer pension payments to certain of the Company’s U.K. pension plan participants, or their designated beneficiaries. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $ 55 million, representing approximately 37 % of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand. In connection with this transaction, the Company will record a one-time non-cash settlement charge in the second half of 2021 currently estimated between $ 18 million and $ 22 million, reflecting the accelerated recognition of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses. Due to the signing of the group annuity contract being a significant change in one of the U.K. pension plans, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $ 13.4 million (£ 10.9 million) to both the net pension liability to bring the pension benefit obligation to the purchase price of the group annuity contract, and unamortized actuarial loss within other comprehensive income (loss) during the second quarter. Additionally, the Company made a cash contribution of $ 10.4 million (£ 8.4 million) under this agreement during the second quarter. Benefit plan related information is as follows for the years 2020 and 2019: (in thousands) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of year $ 116,921 $ 102,833 Service cost 2,462 2,040 Interest cost 2,173 3,169 Net actuarial loss 25,306 11,286 Benefits paid from the plan assets ( 2,808 ) ( 3,323 ) Benefits paid directly by the Company ( 2,302 ) ( 1,540 ) Curtailments and Settlements 102 ( 1,924 ) Effect of exchange rate movements 7,462 1,735 Plan amendment and other ( 324 ) 2,645 Benefit obligation at end of year $ 148,992 $ 116,921 Change in plan assets at fair value: Fair value of plan assets at beginning of year $ 78,502 $ 70,676 Actual return on plan assets 7,053 8,222 Employer contributions 12,918 2,233 Benefits paid from the plan assets ( 2,808 ) ( 3,323 ) Settlements — ( 1,072 ) Effect of exchange rate movements 4,813 1,766 Fair value of plan assets at end of year 100,478 78,502 Net amount unfunded status $ ( 48,514 ) $ ( 38,419 ) Amounts recognized in the Consolidated Balance Sheets as of December 26, 2020 and December 28, 2019 consist of the following: 72 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) 2020 2019 Amounts recognized in the Consolidated Balance Sheets consist of: Noncurrent assets $ 39 $ 885 Current benefit liability ( 2,751 ) ( 1,106 ) Noncurrent benefit liability ( 45,802 ) ( 38,198 ) Net liability recognized $ ( 48,514 ) $ ( 38,419 ) The amounts included in accumulated other comprehensive loss in the Consolidated Balance Sheets, excluding tax effects, that have not yet been recognized as components of net periodic benefit costs as of December 26, 2020 and December 28, 2019 were as following: (in thousands) 2020 2019 Net actuarial loss $ 37,285 $ 15,635 Prior service cost 3,937 4,273 Total $ 41,222 $ 19,908 The pre-tax amounts recognized in other comprehensive income (loss) in 2020 as components of net periodic benefit costs were as follows: (in thousands) 2020 Amortization of: Prior service cost $ 181 Net actuarial loss 782 Amount arising during the period: Prior service cost 324 Net actuarial loss ( 19,861 ) Net settlement loss 236 Foreign currency adjustments ( 1,298 ) Total $ ( 19,636 ) Due to the signing of the group annuity contract being a significant change in this U.K. pension plan, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $ 13.4 million to unamortized actuarial loss within other comprehensive income (loss). In addition, the net actuarial loss and increase in benefit obligation arising during 2020 and 2019 were also impacted by lower discount rates in both 2020 and 2019 compared to previous years and changes in foreign exchange rates. The components of net periodic benefits costs for the fiscal years 2020, 2019, and 2018 are as follows: (in thousands) 2020 2019 2018 Components of net periodic benefit cost: Service cost $ 2,462 $ 2,040 $ 2,266 Interest cost 2,173 3,169 3,104 Expected return on plan assets ( 1,972 ) ( 3,187 ) ( 3,222 ) Amortization of prior service and net actuarial loss 963 243 291 Net periodic benefit cost 3,626 2,265 2,439 Net settlement loss 236 260 238 Total expense for the year $ 3,862 $ 2,525 $ 2,677 73 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Weighted average assumptions used to determine net periodic benefit cost for the fiscal years 2020, 2019, and 2018 are as follows: 2020 2019 2018 Discount rate 2.3 % 3.1 % 2.8 % Expected return on plan assets 3.7 % 4.5 % 4.2 % Compensation increase rate 4.7 % 4.6 % 5.0 % The accumulated benefit obligation for the plans was $ 137.7 million and $ 111.3 million at December 26, 2020 and December 28, 2019, respectively. The following table provides a summary of under-funded or unfunded pension benefit plans with projected benefit obligations in excess of plan assets as of December 26, 2020 and December 28, 2019: (in thousands) 2020 2019 Projected benefit obligation $ 148,992 $ 81,362 Fair value of plan assets 100,439 42,058 The following table provides a summary of under-funded or unfunded pension benefit plans with accumulated benefit obligations in excess of plan assets as of December 26, 2020 and December 28, 2019: (in thousands) 2020 2019 Accumulated benefit obligation $ 130,453 $ 75,744 Fair value of plan assets 92,248 42,058 Weighted average assumptions used to determine benefit obligations as of December 26, 2020, December 28, 2019 and December 29, 2018 are as follows: 2020 2019 2018 Discount rate 1.2 % 2.3 % 3.1 % Compensation increase rate 4.9 % 4.7 % 4.6 % Expected benefit payments to be paid to participants for the fiscal year ending are as follows: (in thousands) Expected Benefit Payments 2021 $ 6,562 2022 4,718 2023 4,902 2024 4,742 2025 5,357 2026-2030 and thereafter 31,164 The Company expects to make approximately $ 2.2 million of contributions to the plans and pay $ 3.8 million of benefits directly in 2021. The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. For the fiscal year ended December 26, 2020, December 28, 2019, and December 29, 2018, the Company recorded $ 2.0 million, $ 1.4 million, $ 1.8 million expense, respectively, in Cost of Sales and Other income, net within the Consolidated Statements of Net Income. As of December 26, 2020 and December 28, 2019, the Company reported benefit liabilities of $ 3.5 million and $ 2.8 million for these plans, of which $ 1.2 million and $ 0.9 million was recorded in Accrued liabilities and $ 2.3 million and $ 1.9 million was recorded in Other long-term liabilities on the Consolidated Balance Sheets, respectively. For fiscal year ended December 26, 2020 and December 28, 2019, the pre-tax amounts recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were $ 0.1 million and $ 0.6 million, respectively. 74 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Defined Benefit Plan Assets Based upon analysis of the target asset allocation and historical returns by type of investment, the Company has assumed that the expected long-term rate of return will be 3.7 % on plan assets. Assets are invested to maximize long-term return taking into consideration timing of settlement of the retirement liabilities and liquidity needs for benefits payments. Pension plan assets were invested as follows, and were not materially different from the target asset allocation: Asset Allocation 2020 2019 Cash and cash equivalents, and other 7 % 1 % Equity securities 9 % 27 % Fixed income securities 31 % 72 % Bulk annuity contract 53 % — % 100 % 100 % The Company segregated its plan assets by the following major categories and level for determining their fair value as of December 26, 2020 and December 28, 2019. All plan assets that are valued using the net asset value per share (“NAV”) practical expedient have not been included within the fair value hierarchy but are separately disclosed. Cash and cash equivalents – Carrying value approximates fair value. As such, these assets were classified as Level 1. The Company also invests in certain short-term investments which are valued using the amortized cost method and at NAV. Lastly, the Company has certain pooled pension funds that have short-term investments with third party mutual funds that are valued at unit value per share at measurement date. As such, these assets were classified as Level 2. Equity – The values of individual equity securities were based on quoted prices in active markets. As such, these assets are classified as Level 1. The Company has certain pooled pension funds which have mutual funds with underlying investments in certain equity securities that are not quoted on active markets; therefore, they were classified as Level 2. Fixed income – Fixed income securities are typically priced based on a last trade basis and are exchange-traded. Accordingly, the Company classified fixed income securities as Level 1. The Company has certain pooled pension funds which have mutual funds with underlying investments in fixed income securities and funds priced based on a valuation model rather than a last trade basis and are not exchange-traded. As such, they were classified as Level 2. The Company also invests in certain fixed income funds which are valued at NAV. Insurance Contracts and other – This category includes pooled pension funds which have mutual funds with underlying investments in other assets and liabilities including alternatives priced based on a valuation model and are not exchange-traded. These were classified as Level 2. This category includes also insurance contracts that are valued by the re-insurer with the valuation inputs being not highly observable or traded on an open market. Accordingly, insurance contracts was categorized as Level 3. Lastly, this category includes other assets and liabilities including futures or swaps valued at NAV. Bulk Annuity Contract – Bulk annuity contract includes a U.K insurance policy issued by an authorized U.K. life insurer. This bulk annuity contract is valued by the re-insurer with the valuation inputs being not highly observable or traded on an open market. Accordingly, this contract was categorized as Level 3. For any Level 2 and Level 3 plan assets, management reviews significant investments on a periodic basis including investigation of unusual fluctuations in price or returns and obtaining an understanding of the pricing methodology to assess the reliability of third-party pricing estimates. The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values. While the Company believes the valuation methodologies used are appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts. The Company invests in assets in which valuation is determined by NAV. The Company believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV. 75 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the Company’s pension plan assets measured at fair value by classification within the fair value hierarchy as of December 26, 2020: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 NAV Total Insurance contracts and other $ — $ 1,880 $ 685 $ — $ 2,565 Cash and cash equivalents 654 3,868 — — 4,522 Equities 1,719 6,904 — — 8,623 Fixed income 6,164 19,433 — 6,078 31,675 Bulk annuity contract — — 53,093 — 53,093 Total pension plan assets $ 8,537 $ 32,085 $ 53,778 $ 6,078 $ 100,478 The following table presents the Company’s pension plan assets measured at fair value by classification within the fair value hierarchy as of December 28, 2019: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 NAV Total Equities $ 1,796 $ — $ — $ 19,139 $ 20,935 Fixed income 4,535 — — 51,711 56,246 Insurance contracts and other — — 609 147 756 Cash and cash equivalents 387 — — 178 565 Total pension plan assets $ 6,718 $ — $ 609 $ 71,175 $ 78,502 The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2020 due to the following: (in thousands) Level 3 Balance at December 28, 2019 $ 609 Level 3 assets transferred in from Level 1 and 2 assets valued at NAV: Bulk annuity contract added during the year 53,093 Actual return on plan assets 76 Balance at December 26, 2020 $ 53,778 Defined Contribution Plan The Company also maintains a 401(k) savings plan covering substantially all U.S. employees. The Company matches 100 % of the employee’s annual contributions for the first 4 % of the employee’s eligible compensation. The Company may provide an additional discretionary match to participants and made discretionary matches of 2 % of the employee’s eligible compensation for each of the fiscal year ended December 26, 2020, December 28, 2019 and December 29, 2018. Employees are immediately vested in their contributi ons plus actual earnings thereon, as well as the Company contributions. Company matching contributions amounted to $ 4.6 million , $ 5.6 million, and $ 4.5 million in 2020, 2019, and 2018, respectively. Non-qualified Supplemental Retirement and Savings Plan The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The investments are subject to the claims of the Company’s creditors and the Company is responsible for the payment of all benefits under the plan from its general assets. As of December 26, 2020, there was $ 13.2 million of marketable securities related to the plan included in Other assets and $ 13.2 million of accrued compensation benefits included in Other long-term liabilities . The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily 76 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS determinable fair value. The Company made matching contributions to the plan of $ 0.5 million, $ 0.4 million, and $ 0.4 million in 2020, 2019, and 2018, respectively. 12. Stock-Based Compensation Equity Plans : The Company has equity-based compensation plans authorizing the granting of stock options, restricted shares, restricted share units, and other stock rights to employees and directors. As of December 26, 2020, there were 0.9 million shares available for issuance of future awards under the Company’s equity-based compensation plans. Stock options generally vest over a three , four or five-year period and are exercisable over either a seven or ten-year period commencing from the date of the grant. Restricted shares and share units granted by the Company generally vest over three to four years . Stock options and restricted share units may have accelerated vesting upon meeting certain qualified conditions. Upon completion of the IXYS acquisition, IXYS outstanding options were assumed by the Company and converted into options of 499,027 shares. The Company recognized approximately $ 11.9 million of stock compensation expense related to IXYS stock options converted to Littelfuse stock options during the fiscal year ended December 29, 2018, of which $ 4.5 million was recognized immediately as it related to prior service periods. See Note 2, Acquisitions and Dispositions , for further discussion. The following table provides a reconciliation of outstanding stock options for the fiscal year ended December 26, 2020. Shares Under Option Weighted Average Price Weighted Average Remaining Contract Life (Years) Aggregate Intrinsic Value (000’s) Outstanding December 28, 2019 600,465 $ 131.32 Granted 297,954 152.86 Exercised ( 209,093 ) 104.18 Forfeited ( 22,377 ) 173.95 Outstanding December 26, 2020 666,949 148.01 5.1 $ 69,126 Exercisable December 26, 2020 296,409 133.00 3.7 35,172 The following table provides a reconciliation of non-vested restricted share and share unit awards ("RSU") for the fiscal year ended December 26, 2020. Shares Weighted Average Grant-Date Fair Value Nonvested December 28, 2019 134,136 $ 185.86 Granted 115,349 130.14 Vested ( 68,550 ) 177.78 Forfeited ( 8,933 ) 175.38 Nonvested December 26, 2020 172,002 152.25 The total intrinsic value of options exercised during 2020, 2019, and 2018 was $ 20.6 million, $ 12.5 million, and $ 38.3 million, respectively. The total fair value of the vested RSU shares was $ 9.5 million, $ 15.5 million, and $ 20.8 million for 2020, 2019, and 2018, respectively. The total amount of share-based liabilities paid was $ 0.5 million, $ 0.9 million and $ 1.1 million for 2020, 2019, and 2018, respectively. The Company recognizes compensation cost of all share-based awards as an expense on a straight-line basis over the vesting period of the awards. At December 26, 2020, the unrecognized compensation cost for options and restricted shares was $ 22.6 million before tax, and will be recognized over a weighted average period of 2.0 years. Compensation cost included as a component of cost of sales, research and development and selling, general, and administrative expenses for all equity 77 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS compensation plans discussed above was $ 19.1 million, $ 19.9 million, and $ 28.2 million for 2020, 2019, and 2018, respectively. The total related income tax benefit recognized in the Consolidated Statements of Net Income w as $ 3.1 million, $ 3.3 million and $ 6.0 million for 2020, 2019, and 2018, respectively. The Company uses the Black-Scholes option valuation model to determine the fair value of stock option awards granted. The weighted average fair value of and related assumptions for options granted are as follows: 2020 2019 2018 Weighted average fair value of options granted $ 38.09 $ 47.63 $ 45.19 Assumptions: Risk-free interest rate 0.30 % 2.33 % 2.79 % Expected dividend yield 1.27 % 0.86 % 0.77 % Expected stock price volatility 33.0 % 27.0 % 25.0 % Expected life of options (years) 4.7 4.4 4.4 Expected volatilities are based on the historical volatility of the Company’s stock price. The expected life of options is based on historical data for options granted by the Company. The risk-free rates are based on yields available at the time of grant on U.S. Treasury bonds with maturities consistent with the expected life assumption. Historical nonvested forfeiture information is the basis for the forfeiture rate assumptions. The fair value of RSU is determined based on the Company's stock price on the grant date reduced by the present value of expected dividends through the vesting period. Preferred Stock : The Board of Directors may authorize the issuance of preferred stock from time to time in one or more series with such designations, preferences, qualifications, limitations, restrictions, and optional or other special rights as the Board may fix by resolution. Share Repurchase Program The Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock under a program for the period May 1, 2018 to April 30, 2019 ("2018 program"). On April 26, 2019, the Company's Board of Directors authorized to a program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2019 to April 30, 2020 ("2019 program") to replace its previous expired 2018 program. On April 23, 2020, the Company's Board of Directors authorized a new program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2020 to April 30, 2021 (the "2020 program") to replace its previous expired 2019 program. There are 1,000,000 shares remaining available for purchase under the 2020 program as of December 26, 2020. During the fiscal year 2020, 2019, and 2018, the Company repurchased 175,110 , 579,916 , and 391,972 shares of its common stock totaling $ 22.9 million, $ 95.0 million, and $ 67.9 million, respectively. 78 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Other Comprehensive Income (Loss) Changes in other comprehensive income (loss) by component for fiscal years 2020, 2019, and 2018 were as follows: Fiscal Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (in thousands) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax Defined benefit pension plan and other adjustments $ ( 19,513 ) $ 3,418 $ ( 16,095 ) $ ( 9,149 ) $ 1,062 $ ( 8,087 ) $ 924 $ ( 47 ) $ 877 Foreign currency translation adjustments (1) 34,707 ( 2,946 ) 31,761 ( 1,476 ) 664 ( 812 ) ( 25,338 ) — ( 25,338 ) Total change in other comprehensive (loss) income $ 15,194 $ 472 $ 15,666 $ ( 10,625 ) $ 1,726 $ ( 8,899 ) $ ( 24,414 ) $ ( 47 ) $ ( 24,461 ) (1) The tax shown above within the foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries which have been previously taxed in the U.S. and are not permanently reinvested. Accumulated Other Comprehensive Income (Loss) (“AOCI”) : The following table sets forth the changes in the components of AOCI by component for fiscal years 2020, 2019, and 2018: (in thousands) Pension and postretirement liability and reclassification adjustments Gain (loss) on investments Foreign currency translation adjustments Accumulated other comprehensive income (loss) Balance at December 30, 2017 $ ( 10,836 ) $ 9,795 $ ( 62,627 ) $ ( 63,668 ) Cumulative effect adjustment (a) — ( 9,795 ) — ( 9,795 ) 2018 activity 877 — ( 25,338 ) ( 24,461 ) Balance at December 29, 2018 ( 9,959 ) — ( 87,965 ) ( 97,924 ) 2019 activity ( 8,087 ) — ( 812 ) ( 8,899 ) Balance at December 28, 2019 ( 18,046 ) — ( 88,777 ) ( 106,823 ) 2020 activity ( 16,095 ) — 31,761 15,666 Balance at December 26, 2020 ( 34,141 ) — ( 57,016 ) ( 91,157 ) (a) The Company adopted ASU 2016-01 on December 31, 2017 on a modified retrospective basis, recognizing the cumulative effect as a $ 9.8 million increase to retained earnings. See Note 1, Summary of Significant Accounting Policies and Other Information , for further discussion. Due to the signing of the group annuity contract being a significant change in the U.K. pension plan, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $ 13.4 million to unamortized actuarial loss within other comprehensive income (loss). See Note 11, Benefits Plans for further discussion. Amounts reclassified from accumulated other comprehensive income (loss) to earnings for fiscal years 2020, 2019, and 2018 were as follows: 79 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Year Ended (in thousands) December 26, 2020 December 28, 2019 December 29, 2018 Pension and postemployment and other plans: Amortization of prior service, net actuarial loss, and other $ 1,694 $ 372 $ 291 Net settlement loss 236 260 238 Total $ 1,930 $ 632 $ 529 The Company recognizes the amortization of prior service costs and settlement loss and curtailment gain in other income, net within the Consolidated Statements of Net Income. 14. Income Taxes On December 22, 2017, the U.S. enacted legislation referred to as the "Tax Act". Among other things, the Tax Act reduced the U.S. corporate federal income tax rate from 35% to 21%, added base broadening provisions which limit deductions and address excessive international tax planning, imposed a Toll Charge on accumulated earnings of certain non-U.S. subsidiaries and enabled repatriation of earnings of non-U.S. subsidiaries free of U.S. federal income tax. In the fourth quarter of 2018, within the measurement period outlined in SEC SAB No. 118, the Company finalized its estimates of the impact of the Tax Act and recorded a charge of $ 3.2 million, including $ 2.3 million for the Toll Charge and $ 0.9 million for the net impact of other items. In addition, the Company recorded $ 7.0 million for the Toll Charge associated with IXYS as part of the IXYS acquisition purchase price allocation. This was reflected in the opening balance sheet as an increase to goodwill and other long-term liabilities. The Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. The long-term portion of this Toll Charge which remains payable as of December 26, 2020, totaling $ 20.8 million, is recorded in Other long-term liabilities, and the anticipated 2021 annual installment payment of $ 3.0 million is included in Accrued income taxes , on the Consolidated Balance Sheet as of December 26, 2020. The Company did not elect to pay the 2018 IXYS Toll Charge over the eight year period provided by the Tax Act and therefore there is no 2018 IXYS Toll Charge which remains payable as of December 26, 2020. One of the base broadening provisions of the Tax Act is commonly referred to as the “GILTI” provisions. In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense. Domestic and foreign income (loss) before income taxes is as follows: (in thousands) 2020 2019 2018 Domestic $ ( 16,732 ) $ ( 11,970 ) $ ( 49,995 ) Foreign 177,985 177,854 254,937 Income before income taxes $ 161,253 $ 165,884 $ 204,942 80 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Federal, state and foreign income tax expense (benefit) consists of the following: (in thousands) 2020 2019 2018 Current: Federal $ 437 $ ( 3,495 ) $ ( 3,193 ) State 203 834 119 Foreign 33,841 30,610 48,130 Subtotal 34,481 27,949 45,056 Deferred: Federal and State ( 5,354 ) 1,839 ( 3,896 ) Foreign 2,140 ( 2,986 ) ( 783 ) Subtotal ( 3,214 ) ( 1,147 ) ( 4,679 ) Provision for income taxes $ 31,267 $ 26,802 $ 40,377 The current federal tax benefit for 2019 includes a benefit of $ 3.3 million from the recognition of previously unrecognized tax benefits (and the reversal of the related accrued interest) due to a lapse in the statute of limitations. The current federal tax benefit for 2018 includes the benefit of current year losses (which served to partially offset the amount of the IXYS Toll Charge that would otherwise have been payable). A reconciliation between income taxes computed on income before income taxes at the federal statutory rate and the provision for income taxes is provided below: (in thousands) 2020 2019 2018 Tax expense at statutory rate of 21% $ 33,863 $ 34,836 $ 43,038 Non-U.S. income tax rate differential ( 19,730 ) ( 22,457 ) ( 20,472 ) Tax impact of non-deductible goodwill impairment charge 5,642 — — Tax on unremitted earnings 3,955 2,136 4,660 Net impact associated with the GILTI tax provisions 3,731 6,469 5,075 Non-U.S. losses and expenses with no tax benefit 2,774 6,570 3,107 Certain changes in unrecognized tax benefits and related accrued interest 2,160 ( 1,468 ) 208 State and local taxes, net of federal tax benefit ( 584 ) 1,080 ( 1,238 ) Nondeductible professional fees 236 195 1,001 2017 Toll Charge (2018 adjustment) — — 2,278 Provisional Tax Act impact other than Toll Charge (2018 adjustment) — — 966 Other, net ( 780 ) ( 559 ) 1,754 Provision for income taxes $ 31,267 $ 26,802 $ 40,377 Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting bases and the tax bases of the company’s assets and liabilities. Significant components of the company’s deferred tax assets and liabilities at December 26, 2020 and December 28, 2019, are as follows: 81 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) 2020 2019 Deferred tax assets: Accrued expenses and reserves $ 31,123 $ 28,294 Domestic and non-U.S. net operating loss carryforwards 24,763 10,511 Non-U.S. interest expense carryforwards 10,352 5,324 U.S. research credit carryforwards 3,724 2,581 Capitalized expenses 4,178 2,400 U.S. foreign tax credit carryforwards 772 1,320 Other 117 1,261 Gross deferred tax assets 75,029 51,691 Less: Valuation allowance ( 13,131 ) ( 5,957 ) Total deferred tax assets 61,898 45,734 Deferred tax liabilities: Excess of book basis over the tax basis for intangible assets and goodwill 76,472 71,229 Tax on unremitted earnings 14,223 12,968 Unrealized foreign currency exchange gains 5,719 — Excess of book basis over the tax basis for property, plant, and equipment 4,394 3,231 Total deferred tax liabilities 100,808 87,428 Net deferred tax liabilities $ 38,910 $ 41,694 The deferred tax asset valuation allowance is related to certain non-U.S. net operating loss and non-U.S. interest expense carryforwards which are not expected to be realized. The remaining U.S. and non-U.S. net operating loss and non-U.S. interest expense carryforwards either have no expiration date or are expected to be utilized prior to expiration. No deferred tax asset nor valuation allowance has been recorded for certain U.S. and non-U.S. net operating loss carryforwards for which the possibility of usage has been determined to be remote. The Company paid income taxes of $ 35.2 million, $ 47.6 million, and $ 46.2 million in 2020, 2019, and 2018, respectively, and received income tax refunds of $ 7.6 million, $ 7.1 million, and $ 4.3 million in 2020, 2019, and 2018, respectively. Deferred income taxes are not provided on the excess of the investment value for financial reporting over the tax basis of investments in those non-U.S. subsidiaries for which such excess is considered to be permanently reinvested in those operations. The Company believes the determination of the amount of such deferred income taxes is impractical as it would depend upon income tax laws and circumstances at the time of the hypothetical distributions or dispositions. As of December 26, 2020, unremitted earnings of the Company’s non-U.S. subsidiaries was approximately $ 767 million. A distribution of such earnings will generally not be subject to U.S. federal income tax. The Company recognized deferred tax liabilities of $ 14.2 million ($ 13.9 million for non-U.S. taxes net of related U.S. foreign tax credits, and $ 0.3 million for U.S. state taxes) as of December 26, 2020 and $ 13.0 million ($ 12.6 million for non-U.S. taxes net of related U.S. foreign tax credits, and $ 0.4 million for U.S. state taxes) as of December 28, 2019, related to taxes on certain non-U.S. earnings which are not considered to be permanently reinvested. Some of these non-U.S. taxes will provide a U.S. federal income tax benefit as a foreign tax credit, and the amounts as of December 26, 2020 and December 28, 2019 are net of such benefit. The Company has two subsidiaries in China which benefit from lowered income tax rates due to “tax holidays” which apply for three-year periods, subject to extension. The tax holiday for one of these subsidiaries expired at the end of 2020, and it will seek an extension. Such tax holidays contributed $ 4.1 million in tax benefits, or $ 0.17 per diluted share, during 2020. Future year tax benefits will depend upon the Company’s ability to obtain extensions, and the level of income earned by the two applicable subsidiaries. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 26, 2020, December 28, 2019, and December 29, 2018 is as follows: 82 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) Unrecognized Tax Benefits Balance at December 29, 2018 $ 18,259 Additions for tax positions taken in the current year 1,305 Decreases due to a lapse in the statute of limitations ( 2,758 ) Other ( 85 ) Balance at December 28, 2019 16,721 Additions for tax positions taken in the current year 700 Decreases due to a lapse in the statute of limitations ( 103 ) Other 119 Balance at December 26, 2020 17,437 The company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense. The company recognized such interest expense of $ 1.6 million, $ 1.3 million (net of a $ 0.6 million decrease due to a lapse in the statute of limitations), and $ 1.5 million (net of a $ 0.3 million decrease due to a lapse in the statute of limitations) in 2020, 2019, and 2018, respectively. Accrued interest for such matters included in Other long-term liabilities within the Consolidated Balance Sheets was $ 8.8 million and $ 7.2 million as of December 26, 2020 and December 28, 2019, respectively. The amount of unrecognized tax benefits included in Other long-term liabilities within the Consolidated Balance Sheets was $ 17.4 million and 16.7 million as of December 26, 2020 and December 28, 2019, respectively. The December 26, 2020 total represents the net amount of tax benefits that, if recognized, would favorably affect the effective tax rate in future periods. Of this amount, only an insignificant amount may be recognized in 2021 based upon the possible lapse in the statute of limitations. None of the positions included in unrecognized tax benefits are related to tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The U.S. federal statute of limitations remains open for the Company for the 2017 tax year and later years. The U.S. federal statute of limitations remains open for the IXYS pre-acquisition tax period ending January 17, 2018. Non-U.S. and U.S. state statutes of limitations generally range from three to seven years, although certain jurisdictions do not have a statute expiration. Non-U.S. tax examinations occur from time to time, including examinations currently in process in Italy, the Philippines, and Hong Kong. The company does not expect to recognize a significant amount of additional tax expense as a result of concluding these examinations. The Company has been informed that it will receive a notice of assessment from the Canadian tax authorities as a consequence of concluding their recent audit. Although the exact amount of the assessment is not known, it is estimated to approximate $ 3 million. The Company believes the assessment is in error and intends to appeal. The Company does not expect to recognize a significant amount of additional tax expense upon conclusion of such appeal. 83 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except per share amounts) 2020 2019 2018 Numerator: Net income as reported $ 129,986 $ 139,082 $ 164,565 Denominator: Weighted average shares outstanding Basic 24,371 24,576 24,870 Effect of dilutive securities 221 242 365 Diluted 24,592 24,818 25,235 Earnings Per Share: Basic earnings per share $ 5.33 $ 5.66 $ 6.62 Diluted earnings per share $ 5.29 $ 5.60 $ 6.52 Potential shares of common stock attributable to stock options and restricted shares excluded from the earnings per share calculation because their effect would be anti-dilutive were 222,526 , 129,658 , and 42,305 shares in 2020, 2019, and 2018, respectively. On January 17, 2018, the Company acquired IXYS through a combination of cash, Littelfuse common stock, and the value of converted, or cash settled IXYS equity awards. The Company issued approximately 2.1 million shares of Littelfuse common stock and converted IXYS equity awards into approximately 0.5 million Littelfuse equity awards. During the fiscal year 2020, 2019, and 2018, the Company repurchased 175,110 , 579,916 , and 391,972 shares of its common stock totaling $ 22.9 million, $ 95.0 million, and $ 67.9 million, respectively. See Note 12 Stock-Based Compensation for further discussion. 16. Segment Information The Company and its subsidiaries design, manufacture and sell components and modules for circuit protection, power control and sensing throughout the world. The Company reports its operations by the following segments: Electronics, Automotive, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information. Sales, marketing, and research and development expenses are charged directly into each operating segment. Purchasing, logistics, customer service, finance, information technology, and human resources are shared functions that are allocated back to the three operating segments. The Company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments current results, are not allocated but identified as “Other”. Additionally, the Company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Although the CODM uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole. • Electronics Segment : Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, metal- 84 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS oxide-semiconductor field effect transistors (“MOSFETs”) and silicon carbide diodes; and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related infrastructure, power supplies, data centers and telecommunications, medical devices, alternative energy, building and home automation, appliances, and mobile electronics. • Automotive Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-I suppliers and parts distributors in passenger car, heavy duty truck, off-road vehicles, material handling, agricultural, construction and other commercial vehicle end markets. Passenger car fuse products for internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, and high-voltage fuses. Commercial vehicle products include fuses, switches, relays, and power distribution modules used in applications serving a number of end markets, including heavy truck, construction, agriculture and material handling. Automotive sensor products include a wide range of automotive and commercial vehicle products designed to monitor the passenger compartment occupant's safety and environment as well as the vehicle’s powertrain. • Industrial Segment: Consists of power fuses, protection relays and controls, temperature sensor and other circuit protection products for use in various industrial applications such as oil, gas, mining, renewables and energy storage, electric vehicle infrastructure, non-residential construction, HVAC systems, industrial safety, power conversion, elevators and other industrial equipment. The Company has provided this segment information for all comparable prior periods. Segment information is summarized as follows: (in thousands) 2020 2019 2018 Net sales Electronics $ 937,762 $ 961,080 $ 1,124,296 Automotive 395,764 428,533 479,791 Industrial 112,169 114,260 114,381 Total net sales $ 1,445,695 $ 1,503,873 $ 1,718,468 Depreciation and amortization Electronics $ 62,702 $ 60,345 $ 61,779 Automotive 28,995 27,922 23,333 Industrial 4,481 4,236 5,661 Other — — 12,420 Total depreciation and amortization $ 96,178 $ 92,503 $ 103,193 Operating income (loss) Electronics $ 152,695 $ 145,594 $ 241,426 Automotive 41,655 46,719 54,982 Industrial 11,996 22,407 17,335 Other (a) ( 43,974 ) ( 21,929 ) ( 88,694 ) Total operating income 162,372 192,791 225,049 Interest expense 21,077 22,266 22,569 Foreign exchange (gain) loss ( 14,875 ) 5,224 ( 863 ) Other income, net ( 5,083 ) ( 583 ) ( 1,599 ) Income before income taxes $ 161,253 $ 165,884 $ 204,942 (a) Included in “Other” Operating income (loss) for 2020 is $ 2.3 million of acquisition-related and integration charges related to the IXYS acquisition and other contemplated acquisitions. In addition, there were $ 41.7 million of restructuring, impairment and other charges, primarily related to the goodwill impairment charge of $ 33.8 million recorded in the second quarter associated with the automotive sensors reporting unit within the Automotive segment, employee termination costs of $ 5.5 million, $ 2.2 million of impairment charges recorded in the first quarter associated with the announced consolidation of a 85 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS manufacturing facility within the Industrial segment and other restructuring charges of $ 0.2 million. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. Included in “Other” Operating income (loss) for 2019 is $ 8.9 million of acquisition-related and integration charges related to the IXYS acquisition and other contemplated acquisitions. In addition, there were $ 13.0 million of restructuring charges primarily related to employee termination costs. Included in “Other” Operating income (loss) for 2018 is $ 88.7 million of charges primarily related to the IXYS acquisition, which include $ 36.9 million of purchase accounting inventory step-up charges, $ 18.7 million in acquisition-related and integration costs primarily related to legal, accounting and other expenses, $ 12.4 million in backlog amortization costs, $ 8.3 million of employee termination costs, impairment and other restructuring charges, and $ 4.5 million in stock compensation expense recognized immediately upon close for converted IXYS options related to prior service periods and $ 2.1 million change in control expense related to IXYS. In addition, there were $ 5.8 million of employee termination costs, impairment and other restructuring charges and acquisition-related expenses for other contemplated acquisitions which included $ 2.2 million of impairment charges primarily related to the impairment of a building and a trade name associated with the exit of the Custom business within the Industrial segment. The Company’s net sales, long-lived assets and additions to long-lived assets by country for the fiscal years ended 2020, 2019, and 2018 are as follows: (in thousands) 2020 2019 2018 Net sales United States $ 392,544 $ 440,461 $ 511,544 China 438,000 416,385 468,174 Other countries (a) 615,151 647,027 738,750 Total net sales $ 1,445,695 $ 1,503,873 $ 1,718,468 Long-lived assets United States $ 46,132 $ 58,081 $ 58,691 China 85,876 88,306 95,806 Mexico 70,125 73,096 70,495 Germany 37,976 36,025 36,548 Philippines 66,994 51,738 32,459 Other countries 37,075 37,371 45,895 Total long-lived assets $ 344,178 $ 344,617 $ 339,894 Additions to long-lived assets United States $ 4,170 $ 5,864 $ 5,567 China 10,074 10,400 29,286 Mexico 9,977 13,827 18,723 Germany 5,600 4,017 5,208 Philippines 19,612 22,944 7,605 Other countries 1,775 9,314 8,364 Total additions to long-lived assets $ 51,208 $ 66,366 $ 74,753 (a) Each country included in other countries are less than 10% of net sales. For the year ended December 26, 2020, approximately 73 % of the Company’s net sales were to customers outside the United States (exports and foreign operations), including approximately 30 % to China. For the year ended December 28, 2019, approximately 71 % of the Company's net sales were to customers outside the U.S. (exports and foreign operations), including approximately 28 % to China. For the year ended December 29, 2018, approximately 70 % of the Company's net sales were to customers outside the U.S. (exports and foreign operations), including approximately 27 % to China. Sales to Arrow Electronics, Inc., which were included in the Electronics, Automotive, and Industrial segments, were 10.4 %, 10.7 %, and 10.7 % 86 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of consolidated net sales in 2020, 2019, and 2018 respectively. No other single customer accounted for more than 10% of net sales during the last three years. 17. Selected Quarterly Financial Data (Unaudited) The quarterly periods for 2020 are for the 13-weeks ended December 26, 2020, September 26, 2020, June 27, 2020, and March 28, 2020, respectively. The quarterly periods for 2019 are for the 13-weeks ended December 28, 2019, September 28, 2019, June 29, 2019, and March 30, 2019, respectively. (in thousands, except per share data) 2020 2019 4Q (a) 3Q (b ) 2Q (c) 1Q (d) 4Q (e) 3Q (f) 2Q (g) 1Q (h) Net sales $ 400,696 $ 391,566 $ 307,337 $ 346,096 $ 338,523 $ 361,971 $ 397,879 $ 405,500 Gross profit (1) 138,083 138,831 99,902 124,356 113,735 132,708 144,308 155,544 Operating income 65,014 64,558 ( 11,950 ) 44,750 32,317 47,167 52,634 60,673 Net income 58,977 55,356 ( 8,991 ) 24,644 22,654 35,647 43,792 36,989 Net income per share Basic $ 2.41 $ 2.27 $ ( 0.37 ) $ 1.01 $ 0.93 $ 1.46 $ 1.77 $ 1.50 Diluted $ 2.39 $ 2.25 $ ( 0.37 ) $ 1.00 $ 0.92 $ 1.44 $ 1.75 $ 1.48 (1) The prior year gross profit amounts have been reclassified to reflect a change in classification of certain costs presented on the Company’s Consolidated Statements of Income. See Note 1, Summary of Significant Accounting Policies and Other Information for further information and this change had no impact on previously reported operating income and net income amounts. (a) In the fourth quarter of 2020, the Company recorded $ 0.7 million in acquisition-related and integration costs and $ 0.8 million in restructuring, impairment and other charges. (b) In the third quarter of 2020, the Company recorded $ 1.3 million in restructuring, impairment and other charges, $ 0.3 million in acquisition-related and integration costs, and $ 0.1 million of impairment charges on certain other investments. (c) In the second quarter of 2020, the Company recorded a goodwill impairment charge of $ 33.8 million associated with the automotive sensors reporting unit within the Automotive segment, $ 1.8 million in employee termination costs and other restructuring charges, $ 1.8 million increase to coal mining reserve, $ 0.2 million charge for an asset retirement obligation related to the disposal of a business in 2019, and $ 0.1 million in acquisition-related and integration costs. (d) In the first quarter of 2020, the Company recorded $ 4.0 million in restructuring, impairment and other charges and $ 1.2 million in acquisition-related and integration costs. (e) In the fourth quarter of 2019, the Company recorded $ 1.9 million in acquisition-related and integration costs and $ 2.1 million in restructuring, impairment and other costs, and $ 4.2 million impairment charges related to certain other investments, partially offset by a $ 3.3 million benefit for previously unrecognized tax benefits in respect of which the statute of limitation has expired. (f) In the third quarter of 2019, the Company recorded $ 3.2 million in acquisition-related and integration costs and $ 2.5 million in restructuring and impairment charges. (g) In the second quarter of 2019, the Company recorded $ 5.7 million in restructuring and impairment charges, $ 1.5 million in acquisition-related and integration costs, and $ 0.4 million costs primarily related to a sale of building and $ 0.2 million impairment charges related to a certain other investment. (h) In the first quarter of 2019, the Company recorded $ 2.8 million impairment charges to certain other investments, $ 2.6 million loss on the disposal of a business, $ 2.7 million in restructuring costs, $ 2.4 million in acquisition-related and integration costs, and $ 0.3 million gain primarily related to the final payments for the acquisition of Monolith. 87 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Related Party Transactions As a result of the Company’s acquisition of IXYS, the Company has equity ownerships in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions. Powersem GmbH: The Company owns 45 % of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany. EB-Tech Co., Ltd.: The Company owns approximately 19 % of the outstanding equity of EB-Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea. Automated Technology (Phil), Inc. : The Company owns approximately 24 % of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services. One member of the Company's Board of Directors serves on the Board of Directors of ATEC. Fiscal Year Ended December 26, 2020 December 29, 2019 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Sales to related party $ 1.5 $ — $ — $ 0.6 $ — $ — Purchase material/service from related party 2.7 — 8.7 3.2 0.4 7.9 Accounts receivable balance 0.1 — — — — — Accounts payable balance $ 0.1 $ — $ 0.2 $ 0.2 $ — $ 0.1 Additionally, the Company has certain cost method investments in VTOOL Ltd. and Securepush Ltd. with a total book value of $ 0.5 million as of December 26, 2020 and one member of the Company’s Board of Directors is currently an investor and a director of VTOOL Ltd. and Securepush Ltd. On April 26, 2019, the Company sold its subsidiary Microwave Technology, LLC. (“MWT”) resulting in a loss on disposal of $ 2.6 million reflected in Other income, net in the Consolidated Statements of Net Income. The operations of MWT were included in the Electronics segment. One member of the Company’s Board of Directors is an owner of a company that purchased MWT. 19. Subsequent Events On January 28, 2021, the Company acquired Hartland Controls, a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning (HVAC) and other industrial and control systems applications with annualized sales of approximately $ 70 million. The cash purchase price for Hartland Controls was approximately $ 113 million and the operations of Hartland Controls will be included in the Industrial segment. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.