What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-05-01 · 171 added, 129 removed, 674 unchanged (31% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands) March 30,

(in thousands, except share and per share data) June 29,

2024 December 30,

2 unchanged sentences

Short-term investments 971 235

Trade receivables, less allowanc es o f $ 76,496 and $ 84,696 at March 30, 2024 and December 30, 2023, respectively

Trade receivables, less allowanc es o f $ 73,744 and $ 84,696 at June 29, 2024 and December 30, 2023, respectively

317,963 287,018

28 unchanged sentences

34,000,000 shares authorized;

shares issued, March 30, 2024– 26,634,597 ;

shares issued, June 29, 2024– 26,713,727 ;

December 30, 2023– 26,624,071

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

Three Months Ended

(in thousands, except per share data) March 30,

2024 April 1,

Three Months Ended Six Months Ended

(in thousands, except per share data) June 29,

2023 June 29,

Net sales $ 558,489 $ 611,997 $ 1,093,874 $ 1,221,779

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in thousands) March 30,

2024 April 1,

Three Months Ended Six Months Ended

(in thousands) June 29,

2023 June 29,

Net income $ 45,466 $ 70,071 $ 93,918 $ 158,816

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

Six Months Ended

(in thousands) June 29, 2024 July 1, 2023

OPERATING ACTIVITIES

24 unchanged sentences

Payments of term loan ( 3,750 ) ( 3,750 )

Net proceeds related to stock-based award activities 1,364 5,219

Net (payments) proceeds related to stock-based award activities ( 997 ) 2,201

Repurchases of common stock ( 40,862 ) —

31 unchanged sentences

Balance at March 30, 2024 $ 262 $ 1,017,311 $ ( 275,398 ) $ ( 86,108 ) $ 1,814,916 $ 310 $ 2,471,293

Net income — — — — 45,466 — 45,466

Other comprehensive loss, net of tax — — — ( 21,067 ) — — ( 21,067 )

Stock-based compensation — 13,271 — — — — 13,271

Non-controlling interest — — — — ( 48 ) 48 —

Withheld shares on restricted share units for withholding taxes — — ( 4,754 ) — — — ( 4,754 )

Stock options exercised — 2,392 — — — — 2,392

Repurchase of common stock, with excise tax ( 24,984 ) ( 24,984 )

Cash dividends paid ($ 0.65 per share)

— — — — ( 16,130 ) — ( 16,130 )

Balance at June 29, 2024 $ 262 $ 1,032,974 $ ( 305,136 ) $ ( 107,175 ) $ 1,844,204 $ 358 $ 2,465,487

Littelfuse, Inc.

2 unchanged sentences

Paid in Capital Treasury Stock Accum.

(Loss) Income Retained Earnings Non-controlling Interest Total

Income (Loss) Retained Earnings Non-controlling Interest Total

Balance at December 31, 2022 $ 261 $ 974,097 $ ( 252,866 ) $ ( 95,764 ) $ 1,585,466 $ 184 $ 2,211,378

8 unchanged sentences

Balance at April 1, 2023 $ 261 $ 983,065 $ ( 252,884 ) $ ( 82,481 ) $ 1,659,265 $ 250 $ 2,307,476

Net income — — — — 70,071 — 70,071

Other comprehensive loss, net of tax — — — ( 14,911 ) — — ( 14,911 )

Stock-based compensation — 12,545 — — — — 12,545

Non-controlling interest — — — — ( 45 ) 45 —

Withheld shares on restricted share units for withholding taxes — — ( 5,999 ) — — — ( 5,999 )

Stock options exercised — 2,979 — — — — 2,979

Cash dividends paid ($ 0.60 per share)

— — — — ( 14,910 ) — ( 14,910 )

Balance at July 1, 2023 $ 261 $ 998,589 $ ( 258,883 ) $ ( 97,392 ) $ 1,714,381 $ 295 $ 2,357,251

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Founded in 1927, Littelfuse is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world.

Across more than 20 countries, and with approximate ly 16,000 glob al associates, the Company partners with customers to design and deliver innovative, reliable solutions.

Across more than 20 countries, and with approximate l y 16,000 g lob al associates, the Company partners with customers to design and deliver innovative, reliable solutions.

Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.

9 unchanged sentences

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three months ended March 30, 2024 and April 1, 2023:

Three Months Ended March 30, 2024

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 29, 2024 and July 1, 2023:

Three Months Ended June 29, 2024 Six Months Ended June 29, 2024

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Total Electronics

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 159,564 $ — $ — $ 159,564 $ 317,435 $ — $ — $ 317,435

5 unchanged sentences

Total $ 305,639 $ 168,964 $ 83,886 $ 558,489 $ 596,744 $ 339,331 $ 157,799 $ 1,093,874

Three Months Ended April 1, 2023

Three Months Ended July 1, 2023 Six Months Ended July 1, 2023

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 197,295 $ — $ — $ 197,295 $ 407,290 $ — $ — $ 407,290

36 unchanged sentences

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at March 30, 2024 and December 30, 2023 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

(in thousands) March 30, 2024 December 30, 2023

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 29, 2024 and December 30, 2023 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

(in thousands) June 29, 2024 December 30, 2023

Cash and cash equivalents $ 561,742 $ 555,513

4 unchanged sentences

2023-01, "Leases (Topic 842):

Common Control Arrangements".

The standard requires that leasehold improvements associated with common control leases be:

Common Control Arrangements." The standard requires that leasehold improvements associated with common control leases be:

1) Amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease.

18 unchanged sentences

These requirements include:

(1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

(1) consistent categories and greater disaggregation of information in the rate reconciliation and (2)

income taxes paid disaggregated by jurisdiction.

The other amendments in this update improve the effectiveness and comparability of disclosures by (3) adding disclosures of pretax income (or loss) and income tax expense (or benefit), and (4) removing disclosures that are no longer considered cost beneficial or relevant.

5 unchanged sentences

The amendments in this update require additional detailed and enhanced information about reportable segments' expense, including significant segment expenses and other segment items that bridge segment revenue, significant expenses to segment profit or loss.

The ASU also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) on annual basis as well as an explanation of how CODM uses the reported measures and other disclosures.

The ASU also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) on an annual basis as well as an explanation of how the CODM uses the reported measures and other disclosures.

The amendments in this update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

2 unchanged sentences

In October 2023, the FASB issued ASU No.

2023-06, "Disclosure Improvements".

The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC.

2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC.

The Company may be affected by one or more of those amendments.

The amendments in this ASU should be applied prospectively and will not be

effective until June 30, 2027.

The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027.

The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.

3 unchanged sentences

The acquisition of the Dortmund Fab is expected to close in early fiscal year 2025.

The total purchase price for the Dortmund Fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $ 40.5 million) recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets was paid in the third quarter of 2023 after regulatory approvals and approximately 56 million Euro will be paid at closing.

The total purchase price for the Dortmund Fab is approximately 93 million Euro, of which a 37.2 million Euro down payment (approximately $ 40.5 million) recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

The down payment was paid in the third quarter of 2023 after regulatory approvals, and approximately 56 million Euro will be paid at closing.

The transaction is not expected to have a material impact on the Company’s fiscal year 2024 financial results and will be reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

23 unchanged sentences

Goodwill resulting from the Western Automation acquisition is not expected to be deductible for tax purposes.

During the three months ended April 1, 2023, the Company incurred approximately $ 1.4 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses .

During the six months ended July 1, 2023, the Company incurred approximately $ 1.4 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statement of Net Income.

These costs were reflected as other non-segment costs.

2 unchanged sentences

The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Western Automation acquisition occurred as of January 2, 2022, or of future consolidated operating results.

For the Three Months Ended

(in thousands, except per share amounts) April 1, 2023

For the Three Months Ended For the Six Months Ended

(in thousands, except per share amounts) July 1, 2023 July 1, 2023

Net sales $ 611,997 $ 1,223,665

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

For the Three Months Ended

(in thousands) April 1, 2023

For the Three Months Ended For the Six Months Ended

(in thousands) July 1, 2023 July 1, 2023

Amortization (a) $ — $ ( 479 )

1 unchanged sentence

Income tax expense of above items ( 3 ) ( 118 )

(a) The amortization adjustment for the three months ended April 1, 2023 primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b) The transaction cost adjustments reflect the reversal of certain legal and professional fees from the three months ended April 1, 2023, and recognition of those fees during the three months ended April 2, 2022.

The components of inventories at March 30, 2024 and December 30, 2023 are as follows:

(in thousands) March 30, 2024 December 30, 2023

(a) The amortization adjustment for the six months ended July 1, 2023 primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b) The transaction cost adjustments reflect the reversal of certain legal and professional fees from the three and six months ended July 1, 2023, and recognition of those fees during the three and six months ended July 2, 2022.

The components of inventories at June 29, 2024 and December 30, 2023 are as follows:

(in thousands) June 29, 2024 December 30, 2023

Raw materials $ 199,815 $ 201,984

4 unchanged sentences

Property, Plant, and Equipment

The components of net property, plant, and equipment at March 30, 2024 and December 30, 2023 are as follows:

(in thousands) March 30, 2024 December 30, 2023

The components of net property, plant, and equipment at June 29, 2024 and December 30, 2023 are as follows:

(in thousands) June 29, 2024 December 30, 2023

Land and land improvements $ 17,948 $ 22,212

3 unchanged sentences

Total $ 472,537 $ 493,153

The Company recorded depreciation expense of $ 16.7 million and $ 17.6 million for the three months ended March 30, 2024 and April 1, 2023, respectively.

The Company recorded depreciation expense of $ 17.1 million and $ 18.0 million for the three months ended June 29, 2024 and July 1, 2023, respectively, and $ 33.7 million and $ 35.6 million for the six months ended June 29, 2024 and July 1, 2023, respectively.

Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill by segment for the three months ended March 30, 2024 are as follows:

Changes in the carrying value of goodwill by segment for the six months ended June 29, 2024 are as follows:

(in thousands) Electronics Transportation Industrial Total

7 unchanged sentences

Foreign currency translation adjustments ( 17,205 ) ( 3,142 ) ( 1,889 ) ( 22,236 )

Net goodwill as of March 30, 2024

Gross goodwill as of March 30, 2024

Net goodwill as of June 29, 2024

Gross goodwill as of June 29, 2024

919,300 233,364 176,914 1,329,578

Accumulated impairment losses as of March 30, 2024

Accumulated impairment losses as of June 29, 2024

— ( 33,395 ) ( 8,421 ) ( 41,816 )

Total $ 919,300 $ 199,969 $ 168,493 $ 1,287,762

The components of other intangible assets as of March 30, 2024 and December 30, 2023 are as follows:

As of March 30, 2024

The components of other intangible assets as of June 29, 2024 and December 30, 2023 are as follows:

As of June 29, 2024

(in thousands) Gross

12 unchanged sentences

Total $ 1,025,412 $ 419,276 $ 606,136

During the three months ended March 30, 2024 and April 1, 2023, the Company recorded amortization expense of $ 15.8 million and $ 16.9 million, respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of March 30, 2024 is as follows:

During the three months ended June 29, 2024 and July 1, 2023, the Company recorded amortization expense of $ 15.7 million and $ 16.9 million, respectively.

During the six months ended June 29, 2024 and July 1, 2023, the Company recorded amortization expense of $ 31.6 million and $ 33.8 million, respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of June 29, 2024 is as follows:

(in thousands)

3 unchanged sentences

Accrued Liabilities

The components of accrued liabilities as of March 30, 2024 and December 30, 2023 are as follows:

(in thousands) March 30, 2024 December 30, 2023

The components of accrued liabilities as of June 29, 2024 and December 30, 2023 are as follows:

(in thousands) June 29, 2024 December 30, 2023

Employee-related liabilities $ 60,753 $ 72,635

1 unchanged sentence

Other non-income taxes 6,851 7,855

Other customer reserves 5,399 5,998

Professional services 5,229 5,282

Interest 6,356 6,387

Professional services 5,703 5,282

Restructuring liability 5,490 2,141

Current benefit liability 1,482 1,482

Other customer reserves 5,373 5,998

Deferred revenue 1,875 2,198

Current benefit liability 1,482 1,482

Other 30,674 33,126

4 unchanged sentences

Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment, and other charges for the three months ended March 30, 2024 and April 1, 2023 as follows:

Three Months Ended March 30, 2024

(in thousands) Electronics Transportation Industrial Total

The Company recorded restructuring, impairment, and other charges for the three and six months ended June 29, 2024 and July 1, 2023 as follows:

Three Months Ended June 29, 2024 Six Months Ended June 29, 2024

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

Employee terminations $ 4,501 $ 437 $ 5 $ 4,943 $ 5,105 $ 1,591 $ 416 $ 7,112

3 unchanged sentences

Total $ 4,588 $ 646 $ 18 $ 5,252 $ 5,244 $ 2,811 $ 434 $ 8,489

Three Months Ended April 1, 2023

(in thousands) Electronics Transportation Industrial Total

Three Months Ended July 1, 2023 Six Months Ended July 1, 2023

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

Employee terminations $ 987 $ 351 $ 277 $ 1,615 $ 1,659 $ 933 $ 594 $ 3,186

Other restructuring charges 250 412 654 1,316 257 684 654 1,595

Total restructuring charges 1,237 763 931 2,931 1,916 1,617 1,248 4,781

Impairment — 3,870 54 3,924 — 3,870 54 3,924

Total $ 1,237 $ 4,633 $ 985 $ 6,855 $ 1,916 $ 5,487 $ 1,302 $ 8,705

For the three months ended March 30, 2024, the Company recorded total restructuring charges of $ 2.3 million, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Transportation segment’s commercial vehicle business, and the reorganization of certain selling and administrative functions within the Electronics and Industrial segments.

For the three and six months ended June 29, 2024, the Company recorded total restructuring charges of $ 5.3 million and $ 7.6 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the semiconductor business in the Electronics segment and the reorganization of certain selling and administrative functions within the commercial vehicle business in the Transportation segment.

In addition, during the first quarter of 2024, the Company recognized a $ 0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.

For the three months ended April 1, 2023, the Company recorded total restructuring charges of $ 1.9 million, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Transportation segment’s commercial vehicle business and the reorganization of certain selling and administrative functions within the Electronics segment due to the C&K acquisition.

The restructuring reserves as of both March 30, 2024 and December 30, 2023 is $ 2.1 million.

The restructuring liability is included within accrued liabilities in the Condensed Consolidated Balance Sheets.

The Company anticipates the remaining payments associated with employee terminations will primarily be completed in the fourth quarter fiscal year 2024.

The carrying amounts of debt at March 30, 2024 and December 30, 2023 are as follows:

(in thousands) March 30, 2024 December 30, 2023

For the three and six months ended July 1, 2023, the Company recorded total restructuring charges of $ 2.9 million and $ 4.8 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain selling and administrative functions within the Electronics segment due to the C&K Switches acquisition and the reorganization of certain manufacturing, selling and administrative functions within the commercial vehicle business in the Transportation segment.

In addition, during the second quarter of 2023, the Company recognized a $ 3.9 million impairment charge related to the land and building of a property in the commercial vehicle business within the Transportation segment that the Company made the decision to donate.

The restructuring reserves as of both June 29, 2024 and December 30, 2023 is $ 5.5 million and $ 2.1 million, respectively.

The restructuring liability is included within A ccrued liabilities in the Condensed Consolidated Balance Sheets.

The Company anticipates the remaining payments associated with employee terminations will primarily be completed in the first quarter fiscal year 2025.

The carrying amounts of debt at June 29, 2024 and December 30, 2023 are as follows:

(in thousands) June 29, 2024 December 30, 2023

Revolving credit facility $ 100,000 $ 100,000

25 unchanged sentences

Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.

During the three months ended March 30, 2024, the Company made payments of $ 1.9 million on its term loan.

The revolving loan and term loan balance under the Credit Facility was $ 100.0 million and $ 286.9 million, respectively, as of March 30, 2024.

During the three and six months ended June 29, 2024, the Company made payments of $ 1.9 million and $ 3.8 million respectively, on its term loan.

The revolving loan and term loan balance under the Credit Facility was $ 100.0 million and $ 285.0 million, respectively, as of June 29, 2024.

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate.

The interest rate swap, with a notional value of $ 200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.

As of March 30, 2024, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 6.68 %, and 4.13 % on the hedged portion.

As of March 30, 2024, the Company had $ 0.2 million outstanding letters of credit under the Credit Facility and had $ 599.8 million of borrowing capacity available under the revolving credit facility.

As of March 30, 2024, the Company was in compliance with all covenants under the Credit Agreement.

As of June 29, 2024, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 6.69 %, and 4.13 % on the hedged portion.

As of June 29, 2024, the Company had $ 0.2 million outstanding letters of credit under the Credit Facility and had $ 599.8 million of borrowing capacity available under the revolving credit facility.

As of June 29, 2024, the Company was in compliance with all covenants under the Credit Agreement.

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.

28 unchanged sentences

In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage.

At March 30, 2024, the Company was in compliance with all covenants under the Senior Notes.

At June 29, 2024, 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.

Interest paid on all Company debt was $ 13.2 million and $ 11.0 million for the three months ended March 30, 2024 and April 1, 2023, respectively.

Interest paid on all Company debt was $ 6.4 million and $ 10.3 million for the three months ended June 29, 2024 and July 1, 2023, respectively, and $ 19.6 million and $ 21.3 million for the six months ended June 29, 2024 and July 1, 2023, respectively.

Fair Value of Assets and Liabilities

29 unchanged sentences

The fair value of the foreign currency forward contract was valued using market exchange rates by a third party and classified as a Level 2 input under the fair value hierarchy.

As of March 30, 2024 and December 30, 2023, the fair values of the Company's derivative financial instrument and their classifications on the Condensed Consolidated Balance Sheets were as follows:

(in thousands) Condensed Consolidated Balance Sheet Classification March 30, 2024 December 30, 2023

As of June 29, 2024 and December 30, 2023, the fair values of the Company's derivative financial instrument and their classifications on the Condensed Consolidated Balance Sheets were as follows:

(in thousands) Condensed Consolidated Balance Sheet Classification June 29, 2024 December 30, 2023

Derivatives designated as hedging instruments

2 unchanged sentences

Other long-term assets $ 4,417 $ 2,140

The pre-tax gains recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three months ended March 30, 2024 and April 1, 2023 were as follows:

Three Months Ended

(in thousands) Classification of Gain Recognized in the Condensed Consolidated Statements of Net Income March 30, 2024 April 1, 2023

The pre-tax gains recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three and six months ended June 29, 2024 and July 1, 2023 were as follows:

Three Months Ended Six Months Ended

(in thousands) Classification of Gain Recognized in the Condensed Consolidated Statements of Net Income June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Derivatives designated as cash flow hedges

2 unchanged sentences

Foreign exchange forward contract Foreign exchange gain $ — $ ( 264 ) $ — $ ( 1,083 )

The pre-tax (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 30, 2024 and April 1, 2023 was as follows:

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 29, 2024 and July 1, 2023 was as follows:

Three Months Ended Six Months Ended

(in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Derivatives designated as cash flow hedges

3 unchanged sentences

The Company maintains accounts for participants through which participants make investment elections.

The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets .

There we re no changes during the quarter ended March 30, 2024 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of March 30, 2024 and December 30, 2023, the Company did not hold any 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 March 30, 2024:

The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets in the Condensed Consolidated Balance Sheets .

There we re no changes during the quarter ended June 29, 2024 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of June 29, 2024 and December 30, 2023, the Company did not hold any 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 June 29, 2024:

Fair Value Measurements Using

24 unchanged sentences

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values.

The Company’s revolving and term loan debt facilities' fair values approximate book value at March 30, 2024 and December 30, 2023, 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 March 30, 2024 and December 30, 2023 were as follows:

March 30, 2024 December 30, 2023

The Company’s revolving and term loan debt facilities' fair values approximate book value at June 29, 2024 and December 30, 2023, 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 June 29, 2024 and December 30, 2023 were as follows:

June 29, 2024 December 30, 2023

(in thousands) Carrying

11 unchanged sentences

The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other income, net in the Condensed Consolidated Statements of Net Income.

The components of net periodic benefit cost for the three months ended March 30, 2024 and April 1, 2023 were as follows:

For the Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

The components of net periodic benefit cost for the three and six months ended June 29, 2024 and July 1, 2023 were as follows:

For the Three Months Ended For the Six Months Ended

(in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Components of net periodic benefit cost:

6 unchanged sentences

The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans.

The Company recorded expense of $ 0.7 million and $ 0.4 million for the three months ended March 30, 2024 and April 1, 2023 , respectively, in Cost of Sales and Other income, net within the Condensed Consolidated Statements of Net Income.

The pre-tax (gains) losses amount recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were $ 0.3 million and nominal for the three months ended March 30, 2024 and April 1, 2023, respectively.

The Company recorded expense of $ 0.7 million and $ 0.4 million for the three months ended June 29, 2024 and July 1, 2023 , respectively, and $ 1.4 million and $ 0.8 million for the six months ended June 29, 2024 and July 1, 2023, respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Net Income.

Other Comprehensive Income (Loss)

1 unchanged sentence

(in thousands) Three Months Ended

March 30, 2024 Three Months Ended

April 1, 2023

June 29, 2024 Three Months Ended

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

3 unchanged sentences

Total change in other comprehensive (loss) income $ ( 21,229 ) $ 162 $ ( 21,067 ) $ ( 13,915 ) $ ( 996 ) $ ( 14,911 )

(in thousands) Six Months Ended

June 29, 2024 Six Months Ended

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

Defined benefit pension plan and other adjustments $ 696 $ ( 26 ) $ 670 $ ( 122 ) $ ( 31 ) $ ( 153 )

Cash flow hedge 2,511 ( 603 ) 1,908 783 ( 188 ) 595

Foreign currency translation adjustments (a) ( 54,712 ) 776 ( 53,936 ) ( 1,797 ) ( 273 ) ( 2,070 )

Total change in other comprehensive (loss) income $ ( 51,505 ) $ 147 $ ( 51,358 ) $ ( 1,136 ) $ ( 492 ) $ ( 1,628 )

(a) The tax shown above within the foreign currency translation adjustments is the U.S.

2 unchanged sentences

and are not permanently reinvested.

The following tables set forth the changes i n accumulated other comprehensive loss by compon ent for the three months ended March 30, 2024 and April 1, 2023:

The following tables set forth the changes i n accumulated other comprehensive loss by compon ent for the six months ended June 29, 2024 and July 1, 2023:

(in thousands) Defined benefit pension plan and other adjustments Cash flow hedge Foreign currency

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Activity in the period 670 1,908 ( 53,936 ) ( 51,358 )

Balance at March 30, 2024 $ ( 7,269 ) $ 6,374 $ ( 85,213 ) $ ( 86,108 )

Balance at June 29, 2024 $ ( 6,943 ) $ 6,356 $ ( 106,588 ) $ ( 107,175 )

(in thousands) Defined benefit pension plan and other adjustments Cash flow hedge Foreign currency translation adjustment Accumulated other comprehensive loss

1 unchanged sentence

Activity in the period ( 153 ) 595 ( 2,070 ) ( 1,628 )

Balance at April 1, 2023 $ ( 2,187 ) $ 4,078 $ ( 84,372 ) $ ( 82,481 )

Amounts reclassified from accumulated other comprehensive loss to e arnings for the three months ended March 30, 2024 and April 1, 2023 were as follows:

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

Balance at July 1, 2023 $ ( 2,346 ) $ 7,191 $ ( 102,237 ) $ ( 97,392 )

Amounts reclassified from accumulated other comprehensive loss to e arnings for the three and six months ended June 29, 2024 and July 1, 2023 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Pension and postemployment plans:

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The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Net Income.

The effective tax rate for the three months ended March 30, 2024 was 13.0 %, compared to the effective tax rate for the three months ended April 1, 2023 of 18.5 %.

The effective tax rate for the first quarter of 2024 is lower than the effective tax rate for the comparable 2023 period primarily due to the lapse in the statute of limitations for previously unrecognized tax benefits.

The effective tax rate for 2023 is lower than the statutory tax rate primarily due to income earned in lower tax jurisdictions, and the effective tax rate for 2024 is lower than the statutory tax rate primarily due to the lapse in the statute of limitations for previously unrecognized tax benefits.

The effective tax rate for the three and six months ended June 29, 2024 was 25.6 % and 19.6 %, compared to the effective tax rate for the three and six months ended July 1, 2023 of 18.0 % and 18.3 %.

The effective tax rates for 2024 are higher than the effective tax rates for the comparable 2023 periods primarily due to decreases in the income earned in lower tax jurisdictions in 2024 as compared to 2023.

The effective tax rate for the three months ended June 29, 2024 is higher than the statutory tax rate primarily due to the proportion of pre-tax income that is earned in higher tax jurisdictions.

The effective tax rate for the six months ended June 29, 2024 is lower than the statutory tax rate primarily due to the lapse in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter.

The effective tax rates for 2023 are lower than the statutory tax rate primarily due to income earned in lower tax jurisdictions.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

(in thousands, except per share amounts) March 30, 2024 April 1, 2023

Three Months Ended Six Months Ended

(in thousands, except per share amounts) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Net income as reported $ 45,466 $ 70,071 $ 93,918 $ 158,816

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Diluted earnings per share $ 1.82 $ 2.79 $ 3.75 $ 6.33

Potential shares of common stock relating to stock options and restricted share units excluded from the earnings per share calculation because their effect would be anti-dilutive were 175,411 and 90,297 for the three months ended March 30, 2024 and April 1, 2023, respectively.

Potential shares of common stock relating to stock options and restricted share units are excluded from the earnings per share calculation because their effect would be anti-dilutive were 141,729 and 110,598 for the three months ended June 29, 2024 and July 1, 2023, respectively, and 129,096 and 102,283 for the six months ended June 29, 2024 and July 1, 2023, respectively.

Share Repurchase Program

The Company’s Board of Directors authorized the repurchase of up to $ 300.0 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 (2021 program).

During the three months ended March 30, 2024, the Company repurchased 70,280 shares of its common stock totaling $ 16.1 million.

The Company did no t repurchase shares of its common stock for the three months ended April 1, 2023.

On April 25, 2024, the Company announced that the Board of Directors authorized a new three year program to repurchase up to $ 300.0 million in the aggregate of shares of the Company's stock for the period May 1, 2024 to April 30, 2027 to replace its 2021 program.

The Company’s Board of Directors authorized the repurchase of up to $ 300.0 million in the aggregate of shares of the Company’s common stock under a program for the period May 1, 2021 to April 30, 2024 ("2021 program").

On April 25, 2024, the Company's Board of Directors authorized a new three year program to repurchase up to $ 300.0 million in the aggregate of shares of the Company's stock for the period May 1, 2024 to April 30, 2027 ("2024 program") to replace the expired 2021 program.

During the three and six months ended June 29, 2024, the Company repurchased 109,031 and 179,311 shares of its common stock totaling $ 24.7 million and $ 40.9 million, respectively, of which $ 38.9 million was pursuant to the 2021 program and $ 2.0 million was pursuant to the 2024 program.

The Company did no t repurchase shares of its common stock for the three and six months ended July 1, 2023.

Segment Information

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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 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.

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• Industrial Segment:

Consists of industrial circuit protection (industrial fuses), industrial controls (protection relays, contactors, transformers, residual current devices, ground fault circuit interrupters, residual current monitors, and arc fault detection devices) and temperature sensors for use in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electr ic vehicle infrastructure, HVAC systems, non-residential construction, MRO, and mining.

Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electr ic vehicle infrastructure, HVAC systems, non-residential construction, MRO, and mining.

Segment information is summarized as follows:

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

Three Months Ended Six Months Ended

(in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Electronics $ 305,639 $ 350,147 $ 596,744 $ 708,740

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Income before income taxes $ 61,144 $ 85,451 $ 116,848 $ 194,354

(a) Included in “Other” Operating income for the first quarter of 2024 was $ 2.3 million of restructuring charges primarily related to employee termination costs and a $ 0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.

(a) Included in “Other” Operating income for the second quarter of 2024 includes $ 5.3 million ($ 7.6 million year-to-date) of restructuring charges primarily related to employee termination costs.

During the first quarter of 2024, the Company recognized a $ 0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.

See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

In addition, during the first quarter of 2024, the Company recognized $ 0.9 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, partially offset by a gain of $ 0.3 million recorded for the sale of a building in the commercial vehicle business within the Transportation segment.

Included in “Other” Operating income for the first quarter of 2023 was $ 3.3 million of legal and professional fees and other integration expenses related to completed acquisitions, and $ 1.9 million of restructuring, impairment and other charges, primarily related to employee termination costs.

In addition, during the second quarter of 2024, the Company recognized $ 0.8 million ($ 1.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, partially offset by a gain of $ 0.7 million ($ 1.0 million year-to-date) recorded for the sale of two buildings within the Transportation segment.

Included in “Other” Operating income for the second quarter of 2023 was $ 3.9 million ($ 7.2 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $ 2.9 million ($ 4.8 million year-to-date) of restructuring charges primarily related to employee termination costs.

In addition, during the second quarter of 2023, the Company recognized a $ 3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment.

See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

The Company’s net sales by country were as follows, classified according to the country where the customer is located:

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

Three Months Ended Six Months Ended

(in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

United States $ 201,825 $ 205,793 $ 392,258 $ 417,988

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The Company’s long-lived assets represent net property, plant, and equipment, and are classified according to the country where the asset is located were as follows:

(in thousands) March 30, 2024 December 30, 2023

(in thousands) June 29, 2024 December 30, 2023

Long-lived assets

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The Company’s additions to long-lived assets by country were as follows:

Three Months Ended

(in thousands) March 30, 2024 April 1, 2023

Six Months Ended

(in thousands) June 29, 2024 July 1, 2023

Additions to long-lived assets

9 unchanged sentences

Off-Balance Sheet Arrangements

As of March 30, 2024, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

As of June 29, 2024, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets.

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Accordingly, no accrual has been made yet for this matter.

Factors that will impact the amount of such losses include the per vehicle cost of fuse replacement, the determination of the relative liability among the customer, the Company, and any relevant third parties, as well as actual insurance recoveries .

Factors that will

impact the amount of such losses include the per vehicle cost of fuse replacement, the determination of the relative liability among the customer, the Company, and any relevant third parties, as well as actual insurance recoveries .

Environmental Remediation Liabilities

13 unchanged sentences

Pending Litigation and Claims

There are no material pending litigation or claims outstanding as of March 30, 2024.

There are no material pending litigation or claims outstanding as of June 29, 2024.

Related Party Transactions

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One member of the Company's Board of Directors serves on the Board of Directors of ATEC.

Three Months Ended March 30, 2024 Three Months Ended April 1, 2023

Three Months Ended June 29, 2024 Three Months Ended July 1, 2023

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

1 unchanged sentence

Purchase material/service from related party 1.2 0.2 0.8 1.1 0.1 2.9

March 30, 2024 December 30, 2023

Six Months Ended June 29, 2024 Six Months Ended July 1, 2023

(in millions) Powersem EB-Tech ATEC Powersem EB Tech ATEC

Sales to related party $ 0.9 $ — $ — $ 1.2 $ — $ —

Purchase material/service from related party 2.4 0.4 2.9 2.1 0.2 5.6

June 29, 2024 December 30, 2023

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

Accounts receivable balance $ 0.2 $ — $ — $ — $ — $ —

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements