LITTELFUSE INC /DE 10-Q

ITEM 1. FINANCIAL STATEMENTS LITTELFUSE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) June 29, 2024 December 30, 2023 ASSETS Current assets: Cash and cash equivalents (Note 1) $ 561,742 $ 555,513 Short-term investments 971 235 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 Inventories (Note 3) 451,186 474,607 Prepaid income taxes and income taxes receivable 6,413 8,701 Prepaid expenses and other current assets 125,703 82,526 Total current assets 1,463,978 1,408,600 Net property, plant, and equipment (Note 4) 472,537 493,153 Intangible assets, net of amortization (Note 5) 566,030 606,136 Goodwill (Note 5) 1,287,762 1,309,998 Investments 22,904 24,821 Deferred income taxes 10,950 10,486 Right of use lease assets 59,563 62,370 Other long-term assets 41,254 79,711 Total assets $ 3,924,978 $ 3,995,275 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 176,095 $ 173,535 Accrued liabilities (Note 6) 135,180 149,214 Accrued income taxes 39,235 38,725 Current portion of long-term debt (Note 8) 67,679 14,020 Total current liabilities 418,189 375,494 Long-term debt, less current portion (Note 8) 795,825 857,915 Deferred income taxes 96,214 110,820 Accrued post-retirement benefits 31,810 34,422 Non-current lease liabilities 49,581 49,472 Other long-term liabilities 67,872 86,671 Total liabilities $ 1,459,491 $ 1,514,794 Commitments and contingencies (Note 15) Shareholders’ equity: Common stock, par value $ 0.01 per share: 34,000,000 shares authorized; shares issued, June 29, 2024– 26,713,727 ; December 30, 2023– 26,624,071 262 262 Additional paid-in capital 1,032,974 1,012,325 Treasury stock, at cost: 1,936,187 and 1,711,290 shares, respectively ( 305,136 ) ( 259,263 ) Accumulated other comprehensive loss ( 107,175 ) ( 55,817 ) Retained earnings 1,844,204 1,782,662 Littelfuse, Inc. shareholders’ equity 2,465,129 2,480,169 Non-controlling interest 358 312 Total equity 2,465,487 2,480,481 Total liabilities and equity $ 3,924,978 $ 3,995,275 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (Unaudited) Three Months Ended Six Months Ended (in thousands, except per share data) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net sales $ 558,489 $ 611,997 $ 1,093,874 $ 1,221,779 Cost of sales 351,485 377,165 699,062 741,990 Gross profit 207,004 234,832 394,812 479,789 Selling, general, and administrative expenses 93,371 94,543 179,498 182,853 Research and development expenses 27,146 24,496 54,813 51,786 Amortization of intangibles 15,729 16,885 31,554 33,751 Restructuring, impairment, and other charges 5,252 6,855 8,489 8,705 Total operating expenses 141,498 142,779 274,354 277,095 Operating income 65,506 92,053 120,458 202,694 Interest expense 9,975 10,056 19,586 19,702 Foreign exchange gain ( 315 ) ( 1,404 ) ( 5,357 ) ( 3,079 ) Other income, net ( 5,298 ) ( 2,050 ) ( 10,619 ) ( 8,283 ) Income before income taxes 61,144 85,451 116,848 194,354 Income taxes 15,678 15,380 22,930 35,538 Net income $ 45,466 $ 70,071 $ 93,918 $ 158,816 Earnings per share: Basic $ 1.83 $ 2.82 $ 3.78 $ 6.40 Diluted $ 1.82 $ 2.79 $ 3.75 $ 6.33 Weighted-average shares and equivalent shares outstanding: Basic 24,822 24,839 24,867 24,810 Diluted 25,030 25,095 25,075 25,078 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended (in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net income $ 45,466 $ 70,071 $ 93,918 $ 158,816 Other comprehensive income (loss): Defined benefit pension plan and other adjustments, net of tax 326 ( 159 ) 670 ( 153 ) Cash flow hedge, net of tax ( 18 ) 3,113 1,908 595 Foreign currency translation adjustments ( 21,375 ) ( 17,865 ) ( 53,936 ) ( 2,070 ) Comprehensive income $ 24,399 $ 55,160 $ 42,560 $ 157,188 See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended (in thousands) June 29, 2024 July 1, 2023 OPERATING ACTIVITIES Net income $ 93,918 $ 158,816 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 33,719 35,623 Amortization of intangibles 31,554 33,751 Deferred revenue ( 1,272 ) 824 Impairment charges 933 3,924 Stock-based compensation 16,888 16,275 Loss (gain) on investments and other assets 1,148 ( 680 ) Deferred income taxes ( 12,427 ) ( 3,431 ) Other 2,618 ( 2,939 ) Changes in operating assets and liabilities: Trade receivables ( 36,474 ) ( 30,562 ) Inventories 16,241 26,638 Accounts payable 6,819 ( 33,796 ) Accrued liabilities and income taxes ( 28,829 ) ( 57,790 ) Prepaid expenses and other assets 1,738 4,980 Net cash provided by operating activities 126,574 151,633 INVESTING ACTIVITIES Acquisitions of businesses, net of cash acquired — ( 158,260 ) Purchases of property, plant, and equipment ( 34,674 ) ( 41,501 ) Net proceeds from sale of property, plant and equipment, and other 7,997 741 Net cash used in investing activities ( 26,677 ) ( 199,020 ) FINANCING ACTIVITIES Repayments of other debts ( 1,351 ) ( 1,347 ) Payments of term loan ( 3,750 ) ( 3,750 ) Net (payments) proceeds related to stock-based award activities ( 997 ) 2,201 Repurchases of common stock ( 40,862 ) — Cash dividends paid ( 32,330 ) ( 29,790 ) Net cash used in financing activities ( 79,290 ) ( 32,686 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 14,434 ) ( 1,772 ) Increase (decrease) in cash, cash equivalents, and restricted cash 6,173 ( 81,845 ) Cash, cash equivalents, and restricted cash at beginning of period 557,123 564,939 Cash, cash equivalents, and restricted cash at end of period $ 563,296 $ 483,094 Supplementary Cash Flow Information Reconciliation of cash and cash equivalents: Cash and cash equivalents $ 561,742 $ 480,743 Restricted cash included in prepaid expenses and other current assets $ — $ 771 Restricted cash included in other long-term assets $ 1,554 $ 1,580 Cash paid during the period for interest $ 19,621 $ 21,310 Capital expenditures, not yet paid $ 8,386 $ 10,183 See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Littelfuse, Inc. Shareholders’ Equity (in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. Loss Retained Earnings Non-controlling Interest Total Balance at December 30, 2023 $ 262 $ 1,012,325 $ ( 259,263 ) $ ( 55,817 ) $ 1,782,662 $ 312 $ 2,480,481 Net income — — — — 48,452 — 48,452 Other comprehensive loss, net of tax — — — ( 30,291 ) — — ( 30,291 ) Stock-based compensation — 3,617 — — — — 3,617 Non-controlling interest — — — — 2 ( 2 ) — Withheld shares on restricted share units for withholding taxes — — ( 4 ) — — — ( 4 ) Stock options exercised — 1,369 — — — — 1,369 Repurchases of common stock — — ( 16,131 ) — — — ( 16,131 ) Cash dividends paid ($ 0.65 per share) — — — — ( 16,200 ) — ( 16,200 ) 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 7 Table of Contents Littelfuse, Inc. Shareholders’ Equity (in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. 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 Net income — — — — 88,745 — 88,745 Other comprehensive income, net of tax — — — 13,283 — — 13,283 Stock-based compensation — 3,730 — — — — 3,730 Non-controlling interest — — — — ( 66 ) 66 — Withheld shares on restricted share units for withholding taxes — — ( 18 ) — — — ( 18 ) Stock options exercised — 5,238 — — — — 5,238 Cash dividends paid ($ 0.60 per share) — — — — ( 14,880 ) — ( 14,880 ) 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. 8 Table of Contents Notes to Condensed Consolidated Financial Statements 1. Summary of Significant Accounting Policies and Other Information Nature of Operations 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 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. Basis of Presentation The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of net income and comprehensive income, statements of cash flows, and statements of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results. Revenue Recognition Revenue Disaggregation 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 Segment Transportation Segment Industrial Segment Total Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 159,564 $ — $ — $ 159,564 $ 317,435 $ — $ — $ 317,435 Electronics – Passive Products and Sensors 146,075 — — 146,075 279,309 — — 279,309 Commercial Vehicle Products — 80,759 — 80,759 — 160,273 — 160,273 Passenger Car Products — 69,036 — 69,036 — 139,298 — 139,298 Automotive Sensors — 19,169 — 19,169 — 39,760 — 39,760 Industrial Products — — 83,886 83,886 — — 157,799 157,799 Total $ 305,639 $ 168,964 $ 83,886 $ 558,489 $ 596,744 $ 339,331 $ 157,799 $ 1,093,874 9 Table of Contents Three Months Ended July 1, 2023 Six Months Ended July 1, 2023 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 197,295 $ — $ — $ 197,295 $ 407,290 $ — $ — $ 407,290 Electronics – Passive Products and Sensors 152,852 — — 152,852 301,450 — — 301,450 Commercial Vehicle Products — 83,329 — 83,329 — 167,475 — 167,475 Passenger Car Products — 65,883 — 65,883 — 127,580 — 127,580 Automotive Sensors — 22,836 — 22,836 — 43,634 — 43,634 Industrial Products — — 89,802 89,802 174,350 174,350 Total $ 350,147 $ 172,048 $ 89,802 $ 611,997 $ 708,740 $ 338,689 $ 174,350 $ 1,221,779 See Note 14, Segment Information, for net sales by segment and countries. Revenue Recognition 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 allowances, 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. 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 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 historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue. 10 Table of Contents 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 historical 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. Cash, Cash Equivalents, and Restricted Cash 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 Restricted cash included in other long-term assets 1,554 1,610 Total cash, cash equivalents, and restricted cash $ 563,296 $ 557,123 Recently Adopted Accounting Standards In March 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU No. 2023-01, "Leases (Topic 842): 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. However, if the lessor obtained the right to control the use of the underlying asset through a lease with another entity not within the same common control group, the amortization period may not exceed the amortization period of the common control group. 2) Accounted for as a transfer between entities under common control through an adjustment to equity (or net assets for not-for-profit entities) if, and when, the lessee no longer controls the use of the underlying asset. Additionally, those leasehold improvements are subject to the impairment guidance in Topic 360, Property, Plant, and Equipment. This standard is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years. The adoption of ASU 2023-01 did not have a material impact on the Company's Condensed Consolidated Financial Statements. Recently Issued Accounting Standards In March 2024, the Securities and Exchange Commission ("SEC") issued a final rule that requires registrants to provide climate disclosures in annual reports and registration statements. The climate-related final rule requires disclosures in the footnotes to the financial statements, including: 1) specified financial statement effects of severe weather events and other natural conditions, 2) certain carbon offsets and renewable energy credits or certificates if used as a material component of a registrant's plans to achieve its disclosed climate-related targets or goals, 3) material impacts on financial estimates and assumptions in the financial statements if they would materially impacted by risks and uncertainties associated with severe weather events and other natural conditions, previously disclosed climate-related targets, and transition plans. The financial statement disclosure requirements are effective beginning with annual reports for the fiscal year beginning in calendar year 2025, for the Company as a large accelerated filer. These disclosures will be subject to existing audit requirement for financial statements. On April 4, 2024, the SEC chose to stay its climate disclosure rules pending judicial review. The adoption of this rule will increase the Company's disclosures in its Consolidated Financial Statements. The Company is currently evaluating and is in the process of performing its initial assessment of the potential impact on its Condensed Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update provide more transparency about income tax information through improvements to the income tax disclosure primarily related to the income tax rate reconciliation and income taxes paid information. These requirements include: (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) 11 Table of Contents 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. The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The adoption of this guidance will modify the Company's disclosures in its Condensed Consolidated Financial Statements. In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". 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 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. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this guidance will modify the Company's disclosures in its Condensed Consolidated Financial Statements. 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. 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 Company is currently evaluating the potential effects of these amendments on its Condensed 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 Condensed Consolidated Financial Statements from the date of the acquisition. Dortmund Fab On June 28, 2023, the Company entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. 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 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. Western Automation On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $ 162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $ 25 million. The business is reported within the Company’s Industrial segment. The acquisition was funded with cash on hand. The total purchase consideration of $ 158.3 million, net of cash acquired, 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 final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Western Automation acquisition: 12 Table of Contents (in thousands) Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired $ 158,260 Allocation of consideration to assets acquired and liabilities assumed: Trade receivables 3,359 Inventories 3,678 Other current assets 718 Property, plant, and equipment 1,328 Intangible assets 68,000 Goodwill 93,937 Other long-term assets 573 Current liabilities ( 4,335 ) Other long-term liabilities ( 8,998 ) $ 158,260 All Western Automation assets and liabilities were recorded in the Industrial segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synerg ies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Western Automation acquisition is not expected to be deductible for tax purposes. 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. Pro Forma Results The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Western Automation as though the acquisition had occurred as of January 2, 2022. 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 For the Six Months Ended (in thousands, except per share amounts) July 1, 2023 July 1, 2023 Net sales $ 611,997 $ 1,223,665 Income before income taxes 85,481 196,094 Net income 70,098 160,339 Net income per share — basic 2.82 6.46 Net income per share — diluted 2.79 6.39 Pro forma results presented above primarily reflect the following adjustments: For the Three Months Ended For the Six Months Ended (in thousands) July 1, 2023 July 1, 2023 Amortization (a) $ — $ ( 479 ) Transaction costs (b) 30 1,427 Income tax expense of above items ( 3 ) ( 118 ) (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. 13 Table of Contents 3. Inventories 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 Work in process 141,887 137,688 Finished goods 170,166 195,886 Inventory reserves ( 60,682 ) ( 60,951 ) Total $ 451,186 $ 474,607 4. Property, Plant, and Equipment 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 Building and building improvements 191,584 202,764 Machinery and equipment 867,976 859,060 Accumulated depreciation ( 604,971 ) ( 590,883 ) Total $ 472,537 $ 493,153 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. 5. Goodwill and Other Intangible Assets 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 Net goodwill as of December 30, 2023 Gross goodwill as of December 30, 2023 $ 936,505 $ 237,115 $ 179,117 $ 1,352,737 Accumulated impairment losses as of December 30, 2023 — ( 34,004 ) ( 8,735 ) ( 42,739 ) Total 936,505 203,111 170,382 1,309,998 Changes during 2024: Foreign currency translation adjustments ( 17,205 ) ( 3,142 ) ( 1,889 ) ( 22,236 ) 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 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 June 29, 2024 and December 30, 2023 are as follows: 14 Table of Contents As of June 29, 2024 (in thousands) Gross Carrying Value Accumulated Amortization Net Book Value Land use rights $ 17,146 $ 2,971 $ 14,175 Patents, licenses, and software 270,630 171,946 98,684 Distribution network 41,860 41,860 — Customer relationships, trademarks, and tradenames 678,721 225,550 453,171 Total $ 1,008,357 $ 442,327 $ 566,030 December 30, 2023 (in thousands) Gross Carrying Value Accumulated Amortization Net Book Value Land use rights $ 17,621 $ 2,786 $ 14,835 Patents, licenses, and software 275,337 163,799 111,538 Distribution network 43,210 43,210 — Customer relationships, trademarks, and tradenames 689,244 209,481 479,763 Total $ 1,025,412 $ 419,276 $ 606,136 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) Amount Remainder of 2024 $ 31,341 2025 62,476 2026 51,666 2027 49,629 2028 48,770 2029 and thereafter 322,148 Total $ 566,030 15 Table of Contents 6. Accrued Liabilities 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 Current lease liability 10,623 12,110 Other non-income taxes 6,851 7,855 Interest 6,356 6,387 Professional services 5,703 5,282 Restructuring liability 5,490 2,141 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 Total $ 135,180 $ 149,214 Employee-related liabilities consist primarily of payroll, sales commissions, 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 customer-related liabilities. 7. Restructuring, Impairment, and Other Charges 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 Other restructuring charges 87 209 13 309 139 287 18 444 Total restructuring charges 4,588 646 18 5,252 5,244 1,878 434 7,556 Impairment — — — — — 933 — 933 Total $ 4,588 $ 646 $ 18 $ 5,252 $ 5,244 $ 2,811 $ 434 $ 8,489 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 16 Table of Contents 2024 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. 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. 8. Debt 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 Term loan 285,000 288,750 Euro Senior Notes, Series B due 2028 101,631 105,246 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 U.S. Senior Notes, due 2032 100,000 100,000 Other 5,142 6,709 Unamortized debt issuance costs ( 3,269 ) ( 3,770 ) Total debt 863,504 871,935 Less: Current maturities ( 67,679 ) ( 14,020 ) Total long-term debt $ 795,825 $ 857,915 Revolving Credit Facility and Term Loan On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (the “Credit Agreement”) to effect certain changes, including, among other changes: (i) adding a $ 300 million unsecured term loan credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based interest rate benchmarks and modifying performance-based interest rate margins; and (iv) extending the maturity date to June 30, 2027 (the “Maturity Date”). Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $ 25 million if there is no event of default and the Company is in compliance with certain financial covenants. Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00 % to 1.75 %, plus a SOFR adjustment of 0.10 % or at the bank’s Base Rate, as defined in the Credit Agreement, plus 0 % to 0.75 %, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10 % to 0.175 %, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature. 17 Table of Contents Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. The Company borrowed $ 300.0 million under a term loan on June 30, 2022. The principal balance of the term loans must be repaid in quarterly installments on the last day of each calendar quarter in the amount of $ 1.9 million commencing September 30, 2022, through June 30, 2024, and in the amount of $ 3.8 million commencing September 30, 2024, through March 31, 2027, with the remaining outstanding principal balance payable in full on the Maturity Date. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. 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 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 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. 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”). During the fourth quarter of 2023, the Company paid off € 117 million of Euro Senior Notes, Series A due on December 8, 2023. Interest on the Euro Senior Notes due 2028 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”) were funded. During the first quarter of 2022, the Company paid off $ 25 million of U.S. Senior Notes, Series A due on February 15, 2022. Interest on the U.S. Senior Notes due 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”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018. On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below. On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $ 100 million in aggregate principal amount of 4.33 % Senior Notes, due June 30, 2032 (“U.S. Senior Notes, due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022. 18 Table of Contents 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 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 $ 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. 9. 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 . There were no transfers in or out of Level 1, Level 2 and Level 3 during the period. 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, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings 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 and recorded in Investments and Other long-term assets . Derivatives Designated as Hedging Instruments 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. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, c hanges in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss u ntil the underlying transactions are recognized in earnings. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy, since all significant inputs are corroborated by market observable data. 19 Table of Contents The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting its counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives. Derivatives Not Designated as Hedging Instruments On July 14, 2022, the Company entered into a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Euro and U.S. dollar on its Euro denominated Senior Notes, Series A due 2023. The notional value of the forward contract at July 14, 2022 was € 117.0 million and expired on December 7, 2023 with the final settlement value of $ 6.3 million which the Company used to convert USD to Euro to pay down the € 117.0 million of Euro Senior Notes, Series A due 2023. The foreign currency contract was not designated as a hedge instrument and was marked to market on a monthly basis. As a result, changes in fair value during 2023 were reported in Foreign exchange gain in the Condensed Consolidated Statements of Net Income. 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 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 Interest rate swap agreement: Designated as cash flow hedge Prepaid expenses and other current assets $ 3,946 $ 3,712 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 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 Interest rate swap agreement Interest expense $ ( 1,288 ) $ ( 1,119 ) $ ( 2,568 ) $ ( 2,094 ) Derivatives not designated as hedging instruments Foreign exchange forward contract Foreign exchange gain $ — $ ( 264 ) $ — $ ( 1,083 ) 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 Interest rate swap agreement $ 23 $ ( 4,096 ) $ ( 2,511 ) $ ( 783 ) 20 Table of Contents The pre-tax gain of $ 4.2 million from accumulated other comprehensive loss to earnings is expected to be recognized during the next twelve months. Mutual Funds 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 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 (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 $ 470,012 $ — $ — $ 470,012 Investments in equity securities 9,328 — — 9,328 Mutual funds 22,064 — — 22,064 Total $ 501,404 $ — $ — $ 501,404 The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 30, 2023: 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 $ 415,788 $ — $ — $ 415,788 Investments in equity securities 10,832 — — 10,832 Mutual funds 20,148 — — 20,148 Total $ 446,768 $ — $ — $ 446,768 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, accounts receivable and its long-term debt. 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 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: 21 Table of Contents June 29, 2024 December 30, 2023 (in thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Euro Senior Notes, Series B due 2028 $ 101,631 $ 92,178 $ 105,246 $ 96,532 USD Senior Notes, Series B due 2027 100,000 95,690 100,000 96,127 USD Senior Notes, Series A due 2025 50,000 49,354 50,000 49,070 USD Senior Notes, Series B due 2030 125,000 113,730 125,000 115,687 USD Senior Notes, due 2032 100,000 90,810 100,000 93,228 10. 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. 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 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: Service cost $ 770 $ 695 $ 1,565 $ 1,387 Interest cost 975 952 1,970 1,889 Expected return on plan assets ( 510 ) ( 470 ) ( 1,028 ) ( 939 ) Amortization of prior service and net actuarial loss 46 11 92 22 Net periodic benefit cost $ 1,281 $ 1,188 $ 2,599 $ 2,359 The Company expects to make approximately $ 2.2 million of contributions to the plans and pay $ 2.1 million of benefits directly in 2024. 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 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. 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 June 29, 2024 and July 1, 2023, respectively, and $ 0.6 million and nominal for the six months ended June 29, 2024 and July 1, 2023, respectively. 22 Table of Contents 11. Other Comprehensive Income (Loss) Changes in other comprehensive income (loss) by component were as follows: (in thousands) Three Months Ended June 29, 2024 Three Months Ended July 1, 2023 Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax Defined benefit pension plan and other adjustments $ 336 $ ( 10 ) $ 326 $ ( 146 ) $ ( 13 ) $ ( 159 ) Cash flow hedge ( 23 ) 5 ( 18 ) 4,096 ( 983 ) 3,113 Foreign currency translation adjustments (a) ( 21,542 ) 167 ( 21,375 ) ( 17,865 ) — ( 17,865 ) 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 July 1, 2023 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. 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. 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 translation adjustment Accumulated other comprehensive loss Balance at December 30, 2023 $ ( 7,613 ) $ 4,448 $ ( 52,652 ) $ ( 55,817 ) Activity in the period 670 1,908 ( 53,936 ) ( 51,358 ) 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 Balance at December 31, 2022 $ ( 2,193 ) $ 6,596 $ ( 100,167 ) $ ( 95,764 ) Activity in the period ( 153 ) 595 ( 2,070 ) ( 1,628 ) 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: Amortization of prior service and net actuarial loss (gain) $ 347 $ ( 11 ) $ 703 $ ( 22 ) The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Net Income. 23 Table of Contents 12. Income Taxes 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. 13. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended (in thousands, except per share amounts) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Numerator: Net income as reported $ 45,466 $ 70,071 $ 93,918 $ 158,816 Denominator: Weighted average shares outstanding Basic 24,822 24,839 24,867 24,810 Effect of dilutive securities 208 256 208 268 Diluted 25,030 25,095 25,075 25,078 Earnings Per Share: Basic earnings per share $ 1.83 $ 2.82 $ 3.78 $ 6.40 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 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 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. 14. Segment Information The Company and its subsidiaries design, manufacture and sell component, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company reports its operations by the following segments: Electronics, Transportation, 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 24 Table of Contents 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, electromechanical switches and interconnect solutions, 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, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and 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 charging infrastructure, aerospace, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics. • Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicle, heavy-duty truck and bus, off-road and recreational vehicles, material handling equipment, agricultural machinery, construction equipment and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, construction, agriculture, material handling and marine. • Industrial Segment: 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. 25 Table of Contents Segment information is summarized as follows: Three Months Ended Six Months Ended (in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net sales Electronics $ 305,639 $ 350,147 $ 596,744 $ 708,740 Transportation 168,964 172,048 339,331 338,689 Industrial 83,886 89,802 157,799 174,350 Total net sales $ 558,489 $ 611,997 $ 1,093,874 $ 1,221,779 Depreciation and amortization Electronics $ 19,770 $ 19,808 $ 39,611 39,596 Transportation 9,112 11,063 17,743 22,354 Industrial 3,898 4,021 7,919 7,424 Total depreciation and amortization $ 32,780 $ 34,892 $ 65,273 $ 69,374 Operating income (loss) Electronics $ 46,165 $ 79,844 $ 83,968 $ 170,006 Transportation 15,234 7,789 31,440 16,321 Industrial 9,547 15,108 14,343 32,249 Other (a) ( 5,440 ) ( 10,688 ) ( 9,293 ) ( 15,882 ) Total operating income 65,506 92,053 120,458 202,694 Interest expense 9,975 10,056 19,586 19,702 Foreign exchange gain ( 315 ) ( 1,404 ) ( 5,357 ) ( 3,079 ) Other income, net ( 5,298 ) ( 2,050 ) ( 10,619 ) ( 8,283 ) Income before income taxes $ 61,144 $ 85,451 $ 116,848 $ 194,354 (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 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 Six Months Ended (in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net sales United States $ 201,825 $ 205,793 $ 392,258 $ 417,988 China 131,510 143,570 246,679 277,037 Other countries (a) 225,154 262,634 454,937 526,754 Total net sales $ 558,489 $ 611,997 $ 1,093,874 $ 1,221,779 26 Table of Contents 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) June 29, 2024 December 30, 2023 Long-lived assets United States $ 66,972 $ 73,126 China 134,359 139,736 Mexico 95,525 102,218 Germany 51,359 47,217 Philippines 68,689 73,217 Other countries 55,633 57,639 Total long-lived assets $ 472,537 $ 493,153 The Company’s additions to long-lived assets by country were as follows: Six Months Ended (in thousands) June 29, 2024 July 1, 2023 Additions to long-lived assets United States $ 6,644 $ 5,482 China 7,088 15,228 Mexico 5,450 7,176 Germany 8,031 3,269 Philippines 2,379 3,202 Other countries 4,277 5,602 Total additions to long-lived assets $ 33,869 $ 39,959 (a) Each country included in other countries is less than 10% of net sales. 15. Commitments and Contingencies Off-Balance Sheet Arrangements 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. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Product Warranty Liabilities The company's policy is to accrue for warranty claims when a loss is both probable and estimable. Liabilities for warranty claims have historically not been material and in limited instances, customers may make claims for costs they incurred or other damages related to a claim. The Company carries insurance for potential product liability claims at coverage levels based on the Company's prior claims experience. This coverage is subject to deductibles, and various terms and conditions. The Company cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in its businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust its insurance. The Company has been notified by one of its customers of a product recall potentially due to certain fuses provided by Littelfuse and incorporated in such products. The Company is currently working with its customer to investigate the cause and level of responsibility for this recall. The Company has determined pursuant to ASC 450, "Contingencies ", that a loss is reasonably possible. However, the Company continues to evaluate this matter and the ultimate costs of the recall and range of the potential loss cannot be determined at this time. Accordingly, no accrual has been made yet for this matter. Factors that will 27 Table of Contents 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 The company's operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and its employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. The Company could incur significant costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at its facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. The Company is, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving the Company or its operations. Legal Proceedings In the ordinary course of business, the Company may be involved in a number of claims and litigation matters. While it is not feasible to predict the outcome of these matters, based upon the Company's experience and current information known, the Company does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on its results of operations, financial position, and/or cash flows. The Company accounts for litigation and claims losses in accordance with ASC 450, "Contingencies " where loss contingency provisions are recognized for probable and estimable losses at the Company's best estimate of a loss or, when a best estimate cannot be made, at its estimate of the minimum loss. These estimates require the application of considerable judgment and are refined each accounting period as additional information becomes known. If the Company is initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, resulting in additional loss provisions. A best estimate may be changed when events result in an expectation different than previously expected. Pending Litigation and Claims There are no material pending litigation or claims outstanding as of June 29, 2024. 16. Related Party Transactions The Company has equity ownership 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. 28 Table of Contents Three Months Ended June 29, 2024 Three Months Ended July 1, 2023 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Sales to related party $ 0.4 $ — $ — $ 0.7 $ — $ — Purchase material/service from related party 1.2 0.2 0.8 1.1 0.1 2.9 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 $ — $ — $ — $ — $ — Accounts payable balance $ 0.2 $ 0.1 $ 0.2 $ 0.5 $ — $ 1.0 29 Table of Contents