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Item 8. Financial Statements and Supplementary Data

2025-03-13 compared with 2024-02-16 · 447 added, 328 removed, 1256 unchanged (38% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements (PCAOB ID Number 248 )

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements (PCAOB ID Number 34 and PCAOB ID Number 248 )

Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting

18 unchanged sentences

Segment Information

Commitments and C ontingencies

Commitments and Contingencies

Related Party Transactions

3 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Littelfuse, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 30, 2023 and December 31, 2022, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 30, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 16, 2024 expressed an unqualified opinion.

We have audited the accompanying consolidated balance sheet of Littelfuse, Inc.

and subsidiaries (the “Company”) as of December 28, 2024, the related consolidated statements of net income, comprehensive income, equity, and cash flows, for the period ended December 28, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and the results of its operations and its cash flows for the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Basis for opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Other Intangible Assets– Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company engages a third-party appraisal firm to assist in the Company’s determination of the estimated fair values for each reporting unit.

This determination includes estimating the fair value of each reporting unit using both the income and market approaches.

The income approach requires management to estimate a number of factors for each reporting unit, including projected operating results, economic projections, anticipated future cash flows, discount rates and the allocation of shared or corporate items.

The market approach estimates fair values using comparable marketplace fair value data from within a comparable industry grouping.

The Company evaluates the recoverability of other long-lived assets, including certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.

When the Company determines that the carrying value of long-lived assets may not be recoverable, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition.

We identified the valuation of goodwill and the acquired customer relationships intangible asset within the Industrial controls and sensors reporting unit (“reporting unit”) as a critical audit matter because of the reporting unit’s historical performance as compared to projections and because of the significant judgments made by management to estimate the respective fair values.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when auditing management’s judgments related to (1) forecasts of revenue and earnings before interest, taxes, and amortization (“EBITA”), the selection of the peer group companies and associated market multiples, and the selection of the discount rate in estimating the fair value of the reporting unit, and related to (2) the forecast of revenue and the selection of the discount rate in estimating the fair value of the customer relationships intangible asset.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to (1) the Company’s forecasts of revenue and EBITA, the selection of the peer group companies and associated market multiples, and the selection of the discount rate used by management to estimate the fair value of the reporting unit and (2) the forecast of revenue and the selection of the discount rate in estimating the fair value of the customer relationship intangible asset, included the following, among others:

• We tested the design and operating effectiveness of controls over the annual goodwill impairment assessment and the customer relationships intangible asset impairment assessment, including those over (1) the preparation of the revenue and EBITA forecasts, the selection of peer group companies and associated market multiples, and the selection of the discount rate to estimate the fair value of the reporting unit and (2) the preparation of the revenue forecast and the selection of the discount rate to estimate the fair value of the customer relationship intangible asset.

• We evaluated management’s ability to accurately forecast revenue and EBITA (“forecasts”) by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

◦ Internal communications to management and the Board of Directors.

◦ Historical results, third-party economic research, industry performance, and peer company performance.

◦ Actual results from the September 29, 2024, annual measurement date to December 28, 2024.

• We performed sensitivity analyses to evaluate changes to both impairment tests if key assumptions are changed.

• With the assistance of our fair value specialists, for the customer relationships intangible asset impairment assessment, we assessed the reasonableness of the valuation methodology and the discount rate, by:

◦ Evaluating whether the fair value model being used is appropriate considering the Company’s circumstances and valuation premise identified.

◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

◦ Testing the underlying source information and mathematical accuracy of the calculations.

• With the assistance of our fair value specialists, for the goodwill impairment assessment we evaluated the reasonableness of the (1) valuation methodology, (2) peer group companies and resulting market multiples, and (3) the discount rate, by:

◦ Evaluating whether the fair value model being used is appropriate considering the Company’s circumstances and valuation premise identified.

◦ Evaluating the market multiples by considering the reasonableness of the selected peer group companies and comparing the multiples selected by management to management’s identified peer group companies.

◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

◦ Testing the underlying source information and mathematical accuracy of the calculations.

/ s/ Deloitte & Touche LLP

Chicago, Illinois

March 13, 2025

We have served as the Company's auditor since 2024.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Littelfuse, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Littelfuse, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 30, 2023, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the two years in the period ended December 30, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

4 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Business Acquisition – Western Automation – Valuation of acquired intangible assets

As discussed in Note 2, the Company acquired Western Automation (“Western Automation”), on February 3, 2023 for a total purchase price of approximately $158 million, net of cash acquired.

The Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $68 million.

We identified the valuation of acquired Western Automation intangible assets as a critical audit matter.

The principal considerations for our determination that the valuation of acquired Western Automation intangible assets is a critical audit matter are (i) the significant judgment by management when determining assumptions used in the fair value measurement of acquired intangible assets (ii) the high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s significant assumptions relating to the projected forecasted information including revenue growth rate, weighted average cost of capital (WACC), royalty rate, and customer attrition rate and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Our audit procedures related to the valuation of the acquired intangible assets included the following, among others:

• we tested the design and operating effectiveness of the controls over the Company’s acquisition and valuation process, including review of the valuation model, significant assumptions used, and the completeness and accuracy of the underlying data used

• we tested the projected financial information including forecasted revenue growth rate by assessing the reasonableness of management’s forecasts compared to historical results and forecasted industry trends

• with the assistance of our valuation specialists, we assessed the assumptions and methodologies used in developing the WACC, royalty rates, and customer attrition rates by developing a range of independent estimates and comparing those to the rates selected by management.

We also involved our valuation specialists to evaluate the assumptions and methodologies used in valuing the intangible assets.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2014.

We served as the Company’s auditor from 2014 to 2023.

Southfield, Michigan

February 16, 2024

February 16, 2024 (except for Note 16, as to which the date is March 13, 2025)

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited the internal control over financial reporting of Littelfuse, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 30, 2023, and our report dated February 16, 2024 expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2024, of the Company and our report dated March 13, 2025, expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Southfield, Michigan

February 16, 2024

Material weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness as the Company did not design and maintain an effective control environment commensurate with its financial reporting requirements.

Specifically, at certain of its non-U.S.

manufacturing locations, the Company lacked sufficiently skilled operational and accounting personnel to ensure that internal control responsibilities were performed and aligned with internal control objectives.

The material weakness in the control environment contributed to an additional material weakness related to the design and operating effectiveness of control activities over the existence of inventory at these locations.

The Company did not maintain effective controls related to inventory cycle counts to validate existence of inventory, and consequently, the completeness and accuracy of the data used in evaluating the appropriateness of the valuation of inventory and related reserves.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 28, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 13, 2025

LITTELFUSE, INC.

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Fiscal Year Ended

(in thousands, except per share data) December 30, 2023 December 31, 2022 January 1, 2022

(in thousands, except per share data) December 28, 2024 December 30, 2023 December 31, 2022

Net sales $ 2,190,768 $ 2,362,657 $ 2,513,897

8 unchanged sentences

Interest expense 38,717 39,866 26,216

Foreign exchange loss 12,299 24,359 17,158

Foreign exchange (gain) loss ( 9,230 ) 12,299 24,359

Other (income) expense, net ( 22,570 ) ( 19,901 ) 7,207

11 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) December 30, 2023 December 31, 2022 January 1, 2022

(in thousands) December 28, 2024 December 30, 2023 December 31, 2022

Net income $ 100,190 $ 259,485 $ 373,306

1 unchanged sentence

Pension and postemployment adjustments, net of tax ( 2,896 ) ( 5,420 ) 9,735

Cash flow hedge, net of tax ( 2,148 ) 6,596 —

Cash flow hedges, net of tax ( 3,147 ) ( 2,148 ) 6,596

Foreign currency translation adjustments, net of tax ( 84,501 ) 47,515 ( 38,632 )

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) December 30, 2023 December 31, 2022 January 1, 2022

Fiscal Year Ended

(in thousands) December 28, 2024 December 30, 2023 December 31, 2022

OPERATING ACTIVITIES

3 unchanged sentences

Amortization of intangibles 62,127 65,794 55,695

Non-cash pension settlement charges — — 19,855

Impairment charges 93,515 4,853 4,546

2 unchanged sentences

Stock-based compensation 26,012 23,898 23,626

Loss (gain) on investments and other assets 291 14,024 ( 8,907 )

(Gain) loss on investments and other assets ( 112 ) 291 14,024

Deferred income taxes ( 2,823 ) 46 ( 22,419 )

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Payments of senior notes payable — ( 121,302 ) ( 25,000 )

Payments of revolving credit facility — — ( 30,000 )

Repayments of other debts ( 2,707 ) ( 2,697 ) ( 1,552 )

3 unchanged sentences

Cash dividends paid ( 67,061 ) ( 62,161 ) ( 55,911 )

Purchases of common stock ( 40,862 ) — —

Net cash (used in) provided by financing activities ( 112,436 ) ( 185,726 ) 310,202

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 20,089 ) 4,840 ( 11,420 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 7,816 ) 82,103 ( 204,689 )

Increase (decrease) in cash, cash equivalents, and restricted cash 169,314 ( 7,816 ) 82,103

Cash, cash equivalents, and restricted cash at beginning of period 557,123 564,939 $ 482,836

16 unchanged sentences

(Loss) Retained Earnings Non-controlling Interest Total

Balance at December 26, 2020 $ 259 $ 907,858 $ ( 242,366 ) $ ( 91,157 ) $ 1,034,048 $ 131 $ 1,608,773

Balance at January 1, 2022 $ 260 $ 946,588 $ ( 248,120 ) $ ( 73,463 ) $ 1,268,124 $ 131 $ 1,893,520

Net income — — — — 373,306 — 373,306

Other comprehensive income, net of tax — — — 17,694 — — 17,694

Other comprehensive loss, net of tax — — — ( 22,301 ) — — ( 22,301 )

Stock-based compensation — 23,626 — — — — 23,626

Non-controlling interest — — — — ( 53 ) 53 —

Withheld 20,646 shares on restricted share units for withholding taxes

3 unchanged sentences

— — — — ( 55,911 ) — ( 55,911 )

Balance at January 1, 2022 $ 260 $ 946,588 $ ( 248,120 ) $ ( 73,463 ) $ 1,268,124 $ 131 $ 1,893,520

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

Net income — — — — 259,485 — 259,485

Other comprehensive (loss), net of tax — — — ( 22,301 ) — — ( 22,301 )

Other comprehensive income, net of tax — — — 39,947 — — 39,947

Stock-based compensation — 23,898 — — — — 23,898

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Net income — — — — 100,190 — 100,190

Other comprehensive income, net of tax — — — 39,947 — — 39,947

Other comprehensive loss, net of tax — — — ( 90,544 ) — — ( 90,544 )

Stock-based compensation — 26,012 — — — — 26,012

3 unchanged sentences

Stock options exercised — 10,742 — — — — 10,742

Repurchases of common stock, with excise tax — — ( 41,040 ) — — — ( 41,040 )

Cash dividends paid ($ 2.70 per share)

11 unchanged sentences

References herein to “2023”, “fiscal 2023” or “fiscal year 2023” refer to the fiscal year ended December 30, 2023.

References herein to “2021”, “fiscal 2021” or “fiscal year 2021” refer to the fiscal year ended January 1, 2022.

References herein to “2022”, “fiscal 2022” or “fiscal year 2022” refer to the fiscal year ended December 31, 2022.

The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31.

Therefore, the financial results of certain fiscal years and the associated 14 week quarters will not be exactly comparable to the 52 week fiscal years and the associated quarters having only 13 weeks.

As a result of using this convention, the fiscal year 2021 contained 53 weeks while each of fiscal 2022 and fiscal 2023 contained 52 weeks.

Basis of Presentation

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The Company’s Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States of America ("U.S.") and include the assets, liabilities, sales and expenses of all wholly owned subsidiaries and majority-owned subsidiaries over which the Company exercises control.

Out-of-Period Adjustments

During the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024.

The error was identified by management and related to the valuation and existence of inventory that originated in prior periods at certain of our non-U.S.

manufacturing locations within the Transportation and Industrial segments.

As a result, the Company recorded an out-of-period adjustment to the prior years of $ 12.3 million in the year ended December 28, 2024.

The adjustment increased cost of sales, offset by a reduction in inventory.

The out-of-period adjustment resulted in a decrease to net income of $ 12.3 million.

The Company evaluated the impact of the error and out-of-period adjustment and concluded it was not material to any previously issued financial statements and the adjustment was not material to the year ended December 28, 2024.

Use of Estimates

9 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash at December 28, 2024 and December 30, 2023 reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended

1 unchanged sentence

Cash and cash equivalents $ 724,924 $ 555,513

Restricted cash included in prepaid expenses and other current assets — 802

Restricted cash included in other assets 1,513 1,610

Total cash, cash equivalents and restricted cash $ 726,437 $ 557,123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Short-Term and Long-Term Investments

5 unchanged sentences

As a result of the Company’s acquisition of IXYS Corporation ("IXYS"), the Company has equity ownerships in various investments that are accounted for under the equity method.

The Company owns 45 % of the outstanding equity of Powersem GmbH, a module manufacturer based in Germany, approximately 19 % of the outstanding equity of EB Tech Ltd., a company with expertise in radiation technology based in South Korea, and approximately 24 % of the outstanding common shares of Automated Technology, Inc., a supplier located in the Philippines that provides assem b ly and test services.

The Company recognized gains of $ 0.5 million from its equity method investment for both the fiscal years ended December 30, 2023 and December 31, 2022.

The Company owns 45 % of the outstanding equity of Powersem GmbH, a module manufacturer based in Germany, approximately 15 % of the outstanding equity of EB-Tech Co., Ltd., a company with expertise in radiation technology based in South Korea, and approximately 24 % of the outstanding common shares of Automated Technology (Phil), Inc., a supplier located in the Philippines that provides assem b ly and test services.

The Company recognized a loss of $ 0.6 million and a gain $ 0.5 million from its equity method investments for both the fiscal years ended December 28, 2024 and December 30, 2023, respectively, recorded in Other (income) expense, net, in the Consolidated Statements of Net Income.

The balance of these equity method investments was $ 13.1 million and $ 14.0 million as of the fiscal years ended December 28, 2024 and December 30, 2023, respectively.

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The Company maintains excess and obsolete reserves against inventory to reduce the carrying value to the expected net realizable value.

These reserves are based upon a combination of factors including historical sales volume, market conditions, lower of cost or net realizable value of the inventory.

These reserves are based upon a combination of factors including historical sales volume, market conditions, and lower of cost or net realizable value of the inventory.

Property, Plant, and Equipment

4 unchanged sentences

Major overhauls that extend the useful lives of existing assets are capitalized.

The Company annually tests goodwill for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The results of the goodwill impairment test as of September 29, 2024 indicated that the estimated fair values for the Industrial controls and sensors and Automotive sensors reporting units were below their respective carrying values.

Accordingly, the Company recorded non-cash impairment charges of $ 36.1 million and $ 8.6 million, respectively, to reflect the impairment of goodwill for the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment.

As a result of these impairment charges, the Industrial controls and sensors reporting unit had $ 115.2 million of goodwill as of December 28, 2024.

There was no goodwill remaining within the Automotive sensors reporting unit as of December 28, 2024.

For the remainder of the Company's reporting units:

Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, the results of the goodwill impairment test as of September 29, 2024 indicated that their estimated fair values exceeded their respective carrying values.

The Company compares each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value.

The results of the annual goodwill impairment test as of October 1, 2023 indicated that the estimated fair values for each of the seven reporting units exceeded their respective carrying values.

As of the most recent annual test conducted on October 1, 2023, the Company noted that the excess of fair value over the carrying value, was 110 %, 80 %, 126 %, 47 %, 58 %, 23 %, and 369 % for its reporting units;

Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, Automotive Sensors, Industrial Controls and Sensors, and Industrial Circuit Protection, respectively.

With the exception of the Industrial controls and sensors and the Automotive sensors reporting units, the other five reporting units passed the most recent annual test conducted on September 29, 2024 with estimated fair values that exceeded the carrying values by 108 %, 82 %, 96 %, 44 %, and 409 % for its reporting units:

Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, respectively.

Relatively small changes in the Company’s key assumptions would not have resulted in any reporting units failing the goodwill impairment test.

6 unchanged sentences

Long-Lived Assets

During the fourth quarter of 2024, the Company recorded non-cash impairment charges of $ 47.8 million for the impairment of intangible assets, including $ 47.6 million related to the impairment of certain acquired customer relationships, developed technology, and tradename in the Industrial controls and sensors reporting unit within the Industrial segment.

The impairment of the intangible assets resulted from lower expectations of future revenue and cash flows driven by lower-than-expected demand in the electrical vehicle end market as well as reduced government funding to support charging infrastructures for electric vehicles, primarily in Europe.

The fair value was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability.

The remaining impairment charges included $ 0.2 million for patents and customer relationships related to exit of a small business in China within the Industrial segment.

See Note 5, Goodwill and Other Intangible Assets for additional information.

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

Customer relationships, trademarks and tradenames are amortized using the straight-line method over estimated useful lives that have a range of 3 to 20 years.

5 unchanged sentences

Estimated fair market value is generally measured by discounting estimated future cash flows.

Long-lived assets, other than goodwill and other intangible assets, that are held for sale are recorded at the lower of carrying value or the fair market value less the estimated cost to sell.

Long-lived assets, other than goodwill and other intangible assets, which are held for sale are recorded at the lower of carrying value or the fair market value less the estimated cost to sell.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Environmental Liabilities

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Revenue Disaggregation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 30, 2023 and December 31, 2022:

The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022:

Fiscal Year Ended December 28, 2024

15 unchanged sentences

Electronics – Passive Products and Sensors 583,033 — — 583,033

Commercial Vehicle Products — 323,758 — 323,758

Passenger Car Products — 266,004 — 266,004

Automotive Sensors — 88,516 — 88,516

Industrial Products — — 333,953 333,953

Total $ 1,350,426 $ 678,278 $ 333,953 $ 2,362,657

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended December 31, 2022

(in thousands) Electronics

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 802,281 $ — $ — $ 802,281

Electronics – Passive Products and Sensors 690,538 — — 690,538

Commercial Vehicle Products — 374,707 — 374,707

Passenger Car Products — 249,470 — 249,470

Automotive Sensors — 91,963 — 91,963

1 unchanged sentence

Total $ 1,492,819 $ 716,140 $ 304,938 $ 2,513,897

See Note 16, Segment Information, for net sales by segment and countries.

See Note 16, Segment Information, for net sales by segment and country.

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.

3 unchanged sentences

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.

The Company has elected the practical expedient under 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

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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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ship and Debit Program

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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.

This program allows the distributors 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.

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Sales revenue and cost of sales are reduced to anticipate estimated returns.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Volume Rebates

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Costs incurred for shipping and handlin g of $ 15.3 million, $ 15.4 million, and $ 13.9 million in fiscal years 2024, 2023, and 2022, respectively, are classified in selling, general, and administrative expenses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation / Remeasurement

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Adjustments from the translation process are recognized in Shareholders’ equity as a component of Accumulated other comprehensive income (loss) .

The amount of foreign currency gain or loss recognized in the Consolidated Statements of Net Income were losses of $ 12.3 million, $ 24.4 million, and $ 17.2 million in fiscal years 2023, 2022 and 2021, respectively.

The amount of foreign currency (gain) or loss recognized in the Consolidated Statements of Net Income were (gain) loss of $( 9.2 ) million, $ 12.3 million, and $ 24.4 million in fiscal years 2024, 2023 and 2022, respectively.

Stock-Based Compensation

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Management, in conjunction with an independent third-party, performs an annual evaluation of the former coal mining operations in order to develop an estimate of the probable future obligations in regard to remediating the dangers (such as a shaft collapse) of abandoned coal mine shafts in the former coal mining operations.

Management accrues for costs associated with such remediation efforts based on management's best estimate when such costs are probable and reasonably able to be estimated.

Management accrues for costs associated with such remediation efforts based on management's best estimate when such costs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

are probable and reasonably able to be estimated.

The ultimate determination can only be done after respective investigations because the concrete conditions are mostly unknown at this time.

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Other (income) expense, net generally consists of interest income, royalties, change in fair value of available-for-sale securities, pension non-service costs and settlements and other non-operating (income) expense.

The amount of interest income included in Other (income) expense, net, was $ 28.0 million, $ 18.9 million, and $ 5.0 million in fiscal years 2024, 2023 and 2022, respectively.

The Company accounts for income taxes using the asset and liability method.

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subsidiaries and included base broadening provisions commonly referred to as the global intangible low-taxed income provisions ("GILTI").

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act.

The long-term portion of this Toll Charge which remains payable as of December 30, 2023, totaling $ 8.2 million, is recorded in Other long-term liabilities , and the anticipated 2024 annual installment payment of $ 6.6 million is included in Accrued income taxes , on the Consolidated Balance Sheet as of December 30, 2023.

In accordance with guidance issued by the Financial Accounting Standards Board ("FASB") staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred.

Thus, for the fiscal years ended December 30, 2023 , December 31, 2022 and January 1, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expen se.

T he Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act.

The anticipated 2025 annual installment payment of this Toll Charge of $ 8.2 million, which represents the eighth and final required installment, is included in Accrued income taxes , on the Consolidated Balance Sheets as of December 28, 2024.

In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred.

Thus, for the fiscal years ended December 28, 2024 , December 30, 2023, and December 31, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expen se.

Fair Value Measurements

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The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 1 – Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("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 ASU 2023-07 modified the Company's disclosures in its Consolidated Financial Statements.

See Note 16, Segment Information , for more details.

In March 2023, the FASB issued 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 Consolidated Financial Statements.

Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Updates ("ASU") No.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In November 2024, the FASB issued ASU No.

2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The amendments require that at each interim and annual reporting period an entity (a) disclose the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas producing activities ("DD&A") included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (i)–(v);

(b) include certain amounts that are already required to be disclosed under current Generally Accepted Accounting Principles ("GAAP") in the same disclosure as the other disaggregation requirements;

(c) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

(d) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The adoption of this guidance will increase the Company's disclosures in its Consolidated Financial Statements.

The Company is currently evaluating the potential impact on the disclosures in the Company's 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.

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:

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The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The adoption of this guidance will modify our disclosures in our 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 annual basis as well as an explanation of how CODM uses the reported measures and other disclosures.

The guidance is effective for fiscal years beginning after December 15, 2023 with early adoption permitted.

The adoption of this guidance will modify our disclosures in our Consolidated Financial Statements.

The adoption of this guidance will modify our disclosures in the Company's 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.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2023, the FASB issued ASU No.

2023-01, "Leases (Topic 842):

Common Control Arrangements".

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

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 Company does not expect any material effect on the Company's Consolidated Financial Statements.

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 businesses are included in the Company’s Consolidated Financial Statements from the date of the acquisition.

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 fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $ 40.5 million) was made with cash on hand and recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing.

The transaction did not have a material impact on the Company’s fiscal year 2023 financial results and is not expected to have material impact on the Company's 2024 financial results and will be reported in the semiconductor business within the Company’s Electronics segment.

On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE.

The total purchase price for the Dortmund Fab is approximately 94 million Euro, of which a 37.2 million Euro down payment (approximately $ 40.5 million) was recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

The down payment was paid in the third quarter of 2023 after regulatory approvals, and 56.7 million Euro was paid at closing.

The transaction did not have any impact on the Company's 2024 financial results and reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

The acquisition was funded with the Company’s cash on hand.

The acquisition will be accounted for under the acquisition method of accounting.

The required disclosures have not been provided as the initial accounting for the business combination was not complete prior to the issuance of these financial statements

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.

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 electric vehicle 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.

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The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Western Automation acquisition:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands) Purchase Price

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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 synergies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio.

The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and synergies 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.

For the fiscal year ended December 30, 2023 , the Company recorded measurement period adjustments to decrease accrued warranty liabilities of $ 0.9 million.

As a result of these adjustments, goodwill was decreased by $ 0.9 million.

Included in the Company’s Consolidated Statements of Net Income for the fiscal year ended December 30, 2023 are net sales of $ 13.2 million , and a loss before income taxes of $ 1.3 million, since the February 3, 2023 acquisition of Western Automation.

For the fiscal year ended December 30, 2023, the Company incurre d $ 1.2 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

For the fiscal year ended December 30, 2023, the Company incurred $ 1.2 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

On July 19, 2022, the Company acquired C&K Switches (“C&K”) for $ 540 million in cash.

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The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the C&K acquisition:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands) Purchase Price

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Goodwill resulting from the C&K acquisition is not expected to be deductible for tax purposes.

For the fiscal year ended December 30, 2023 , the Company recorded measurement period adjustments to increase other non-current liabilities of $ 4.2 million associated with uncertain tax positions, income taxes payable of $ 0.2 million, and reduce accrued liabilities of $ 0.3 million and deferred tax liabilities of $ 0.2 million.

As a result of these adjustments, goodwill was increased by $ 3.9 million.

As required by purchase accounting rules, the Company recorded a $ 10.8 million step-up of inventory to its fair value as of the acquisition date.

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For the fiscal year ended December 31, 2022, the Company incurred $ 9.1 million of legal and professional fees related to the C&K acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

On April 12, 2022, the Company acquired Embed Ltd.

Founded in 2005, Embed is a proven provider of embedded software and firmware developed for a broad range of applications serving transportation end markets, primarily including commercial vehicle electronification and eMobility .

The business is included in the commercial vehicle business within the Company's Transportation segment.

The acquisition was funded with the Company’s cash on hand.

The total purchase consideration was $ 9.2 million, net of cash.

Carling Technologies

On November 30, 2021, the Company acquired Carling Technologies, Inc.

(“Carling”), pursuant to the Stock Purchase Agreement, dated as of October 19, 2021.

Founded in 1920, Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial vehicle electronification, communications infrastructure and marine markets.

At the time of acquisition, Carling had annualized sales of approximately $ 170 million.

The business is headquartered in Plainville, Connecticut, with offices and facilities located around the world and is reported as part of the commercial vehicle business within our Transportation segment.

The purchase price for Carling Technologies was approximately $ 315.5 million subject to change for a working capital adjustment.

The acquisition was funded with cash on hand.

The total purchase consideration of $ 314.1 million, net of cash, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Carling acquisition:

(in thousands) Purchase Price

Total purchase consideration:

Cash, net of cash acquired $ 314,094

Allocation of consideration to assets acquired and liabilities assumed:

Trade receivables, net 26,232

Inventories 56,479

Other current assets 3,765

Property, plant, and equipment 56,128

Intangible assets 126,390

Goodwill 98,377

Other long-term assets 4,007

Current liabilities ( 21,790 )

Other long-term liabilities ( 35,494 )

All Carling goodwill, other assets and liabilities were recorded in the Transportation segment and are primarily reflected in the Americas, Europe and Asia-Pacific geographic areas.

The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Carling’s products and technology with the Company’s existing commercial vehicle products portfolio.

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

As required by purchase accounting rules, the Company recorded a $ 6.4 million step-up of inventory to its fair value as of the acquisition date.

The step-up was amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2021 and first quarter of 2022, as the acquired inventory was sold, and is reflected as other non-segment costs.

The Company recognized a non-cash charge of $ 4.8 million and $ 1.6 million to cost of goods sold during the fiscal years ended December 31, 2022 and January 1, 2022, respectively.

For the fiscal year ended January 1, 2022, the Company incurred approximately $ 4.5 million of legal and professional fees related to the Carling acquisition recognized as Selling, general, and administrative expenses .

These costs were reflected as other non-segment costs.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Western Automation as though the acquisition had occurred as of January 2, 2022, and C&K as though the acquisition had occurred as of December 27, 2020, and Carling as though the acquisitions had occurred as of December 29, 2019.

The Company has not included pro forma results of operations for Embed as its operations were not material to the Company.

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, and had C&K acquisition occurred as of December 27, 2020 and had the Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.

The pro forma amounts presented are not necessarily indicative of either the actual

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consolidated results had the Western Automation acquisition occurred as of January 2, 2022, and had C&K acquisition occurred as of December 27, 2020 or of future consolidated operating results.

For the Fiscal Year Ended

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Pro forma results presented above primarily reflect the following adjustments:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Year Ended

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Total $ 416,273 $ 474,607

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant, and Equipment, net

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Total $ 477,068 $ 493,153

The Company recorded depreciation expense of $ 71.6 million, $ 65.0 million, and $ 55.9 million for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded depreciation expense of $ 68.3 million, $ 71.6 million, and $ 65.0 million for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Consolidated Statements of Net Income.

Goodwill and Other Intangible Assets

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Industrial Total

Gross goodwill as of January 1, 2022

Gross goodwill as of December 31, 2022

$ 909,167 $ 234,793 $ 84,889 $ 1,228,849

Accumulated impairment losses as of January 1, 2022

Accumulated impairment losses as of December 31, 2022

— ( 33,401 ) ( 8,526 ) ( 41,927 )

Net goodwill as of January 1, 2022

Net goodwill as of December 31, 2022

$ 909,167 $ 201,392 $ 76,363 $ 1,186,922

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Changes during 2024:

Additions (b)

3,879 — 93,937 97,816

Impairments — ( 8,616 ) ( 36,147 ) ( 44,763 )

Foreign currency translation adjustments ( 29,634 ) ( 2,854 ) ( 4,245 ) ( 36,733 )

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$ 906,871 $ 191,641 $ 129,990 $ 1,228,502

(a) The additions resulted from the acquisitions of C&K, Embed and Carling.

(b) The additions resulted from the acquisitions of Western Automation and C&K.

(a) The additions resulted from the acquisitions of Western Automation and C&K Switches.

The Company tests its goodwill annually for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Accordingly, the Company recorded non-cash charges of $ 36.1 million and $ 8.6 million, respectively, to reflect the impairment of goodwill for the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment.

There were no impairment charges recorded during the fiscal years of 2023 and 2022.

The goodwill impairment charge for the Industrial controls and sensors reporting unit was due to reduction in the estimated fair value of the reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2023 annual goodwill impairment test driven by lower-than-expected demand in the electric vehicle end market as well as reduced government funding to support charging infrastructures for electric vehicles, primarily in Europe.

The goodwill impairment charge for the Automotive sensors reporting unit was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2023 annual goodwill impairment test.

These lower future expectations were driven by projected declines in end market demand and reduced revenue and profitability with existing customers.

The goodwill impairment charge was determined using Level 3 inputs, including discounted cash flow analysis and comparable marketplace fair value data.

As of December 28, 2024, the Industrial controls and sensors reporting unit had $ 115.2 million of remaining goodwill, and the Automotive sensors reporting unit had no remaining goodwill.

The components of intangible assets at December 28, 2024 and December 30, 2023 are as follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company reclassified $ 50.3 million and $ 31.1 million of gross carrying value and accumulated amortization, respectively, from customer relationships, trademarks and tradenames to patents, licenses and software as of December 31, 2022.

This reclassification had no consolidated financial impact on net book value of intangible assets.

During the year ended December 30, 2023, the Company recorded additions to other intangible assets of $ 68.0 million related to Western Automation, the components of which were as follows:

(in thousands, except weighted average useful life) Weighted Average

Useful Life (Years) Amount

Patents, licenses and software 6.7 $ 11,500

Customer relationships, trademarks, and tradenames 14.7 56,500

Total $ 68,000

For intangible assets with definite lives, the Company recorded amortization expense of $ 62.1 million, $ 65.8 million, and $ 55.7 million in 2024, 2023, and 2022, respectively.

During the fourth quarter of 2024, the Company recorded non-cash impairment charges of $ 47.8 million for the impairment of intangible assets, including $ 47.6 million related to the impairment of certain acquired customer relationships, developed technology, and tradename intangible assets in the Industrial controls and sensors reporting unit within the Industrial segment.

This impairment resulted from lower expectations of future revenue and cash flows and was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability.

The remaining impairment charges included $ 0.2 million for patents and customer relationships related to the exit of a small business in China within Industrial segment.

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

Estimated annual amortization expense related to intangible assets with definite lives at December 28, 2024 is as follows:

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Current lease liability 13,900 12,110

Other non-income taxes 7,855 10,594

Interest 8,131 6,387

Other customer reserves 5,998 5,064

Other non-income taxes 7,022 7,855

Professional services 6,613 5,282

Deferred revenue 2,198 2,593

Restructuring liability 4,624 2,141

Current hedge liability 4,067 —

Other customer reserves 3,450 5,998

Deferred revenue 1,557 2,198

Current benefit liability 1,514 1,482

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Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans.

Other accrued liabilities include miscellaneous operating accruals and other client-related liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other accrued liabilities include miscellaneous operating accruals and other customer-related liabilities.

Lease Commitments

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Options to extend the lease are included in the lease term when it is reasonably certain the Company will exercise the option.

The Company also has production equipment, office equipment and vehicles under operating leases and finance leases that were acquired through the C&K acquisition.The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise.

The Company also has production equipment, office equipment and vehicles under operating leases and finance leases that were acquired through the C&K acquisition.

The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise.

Certain leases include rental payments adjusted periodically for inflation.

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Total finance lease liabilities $ 275 $ 726

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents the lease costs for 2024, 2023, and 2022:

Fiscal Year Ended

(in thousands) Consolidated Statements of Net Income Classification December 30, 2023 December 31, 2022 January 1, 2022

(in thousands) Consolidated Statements of Net Income Classification December 28, 2024 December 30, 2023 December 31, 2022

Operating lease expenses Cost of sales, Selling, general, and administrative expenses $ 17,310 $ 15,817 $ 14,071

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Finance lease expenses Cost of sales 96 219 112

Interest on lease liabilities Other (income) expenses, net 19 13 —

Interest on lease liabilities Other (income) expense, net 8 19 13

Short-term lease expenses Cost of sales, Selling, general, and administrative expenses 1,170 1,229 1,130

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2026 11,053 1

2027 10,523 —

2030 and thereafter 36,337 —

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Finance leases 2.00 % 1.90 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended

(in thousands) December 30, 2023 December 31, 2022 January 1, 2022

(in thousands) December 28, 2024 December 30, 2023 December 31, 2022

Cash paid for amounts included in the measurement of lease liabilities

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Finance leases — — 2,502

The net gain recorded from a sale leaseback transaction was $ 0.3 million for the fiscal year ended December 28, 2024.

There were no sale leaseback transactions for the fiscal years ended December 30, 2023 and December 31, 2022.

The net gain recorded from a sale leaseback transaction was $ 4.1 million for the fiscal year ended January 1, 2022.

Restructuring, Impairment, and Other Charges

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Total $ 4,615 $ 8,495 $ 3,391 $ 16,501

Fiscal Year Ended January 1, 2022

Fiscal Year Ended December 31, 2022

(in thousands) Electronics Transportation Industrial Total

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Total restructuring charges 3,068 3,770 283 7,121

Impairment 2,856 — — 2,856

Total $ 5,924 $ 3,770 $ 283 $ 9,977

For the year ended December 28, 2024, the Company recorded $ 93.5 million of non-cash impairment charges, which included $ 47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial controls and sensors reporting unit within the Industrial segment, and $ 36.1 million and $ 8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively.

The remaining impairment charges included $ 0.2 million for patents and customer relationships related to the exit of a small business in China within the Industrial segment.

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

The Company also recorded total restructuring charges of $ 14.9 million, primarily for employee termination costs.

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

See Note 5, Goodwill and Other Intangible Assets for further discussion regarding the goodwill and intangible impairment charges.

For the year ended December 30, 2023, the Company recorded total restructuring charges of $ 11.6 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, the reorganization of certain selling and administrative functions within the Electronics segment due to the C&K acquisition, and reorganization of certain manufacturing, selling and administrative functions within the Industrial segment.

During 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, a $ 0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $ 0.1 million impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

During 2023, the Company recorded 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, a $ 0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $ 0.1 million impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment.

For the year ended December 31, 2022, the Company recorded total restructuring charges of $ 7.1 million, primarily for employee termination costs.

2 unchanged sentences

See Note 5, Goodwill and Other Intangible Assets for further discussion regarding the intangible asset impairment charge.

For the year ended January 1, 2022, the Company recorded total restructuring charges of $ 2.2 million, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Electronics and Transportation segments.

The restructuring reserves as of December 28, 2024 and December 30, 2023 are $ 4.6 million and $ 2.1 million, respectively.

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Term loan 281,250 288,750

Euro Senior Notes, Series A due 2023 — 124,716

Euro Senior Notes, Series B due 2028 98,928 105,246

Senior Notes, Series B due 2027 100,000 100,000

Senior Notes, Series A due 2025 50,000 50,000

Senior Notes, Series B due 2027 100,000 100,000

Senior Notes, Series B due 2030 125,000 125,000

Senior Notes, due 2032 100,000 100,000

4 unchanged sentences

Total long-term debt $ 788,502 $ 857,915

Interest paid on all Company debt was $ 37.2 million, $ 25.4 million, and $ 17.4 million in fiscal year 2023, 2022, and 2021, respectively.

Interest paid on all Company debt was $ 36.2 million, $ 37.2 million, and $ 25.4 million in fiscal year 2024, 2023, and 2022, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Revolving Credit Facility and Term Loan

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The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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As of December 28, 2024, the Company had $ 0.1 million outstanding in letters of credit and had available $ 599.9 million of borrowing capacity under the revolving credit facility.

At December 30, 2023, the Company was in compliance with all covenants under the credit agreement.

As of December 28, 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.

The funding date for the Euro denominated senior notes occurred on December 8, 2016 for € 117 million in aggregate amount of 1.14 % Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and € 95 million in aggregate amount of 1.83 % Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”).

Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017.

During the fiscal year ended December 30, 2023, the Company paid off € 117 million of Euro Senior Notes, Series A due 2023.

Interest on the Euro Senior Notes, Series B 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.

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Senior Notes due 2022 and 2027”) were funded.

Interest on the U.S.

Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

During the fiscal year ended December 31, 2022, the Company paid off $ 25 million of U.S.

Senior Notes, Series A due 2022.

Interest on the U.S.

Senior Notes, Series B 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.

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Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Senior Notes have not been registered under the Securities Act, or applicable state securities laws.

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

At December 30, 2023, the Company was in compliance with all covenants under the Senior Notes.

As of December 28, 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.

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2030 and thereafter 225,000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Assets and Liabilities

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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;

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Derivatives Designated as Hedging Instruments

For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the strategy for undertaking the hedge transaction.

In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

For highly effective cash flow hedges, ASC 815 requires the entire

change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income.

No components of the Company's hedging instruments were excluded from the assessment of hedge effectiveness.

Zero Cost Collar Agreement

In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S.

dollar and Mexican peso.

These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses.

The collars that were entered on July 3, 2024, mature on August 29, 2025 at a weighted-average ceiling of 19.435 and a weighted-average floor of 18.000 .

The collars that were entered on August 5, 2024, mature on September 29, 2025 at a weighted-average ceiling of 21.000 and a weighted-average floor of 19.655 .

The collars that were entered on September 3, 2024, mature on November 3, 2025 at a weighted-average ceiling of 21.757 and a weighted-average floor of 20.082 .

The collars that were entered on September 30, 2024, mature on November 26, 2025 at a weighted-average ceiling of 21.365 and a weighted-average floor of 19.870 .

The collars that were entered on November 4, 2024, mature on January 2, 2026 at a weighted-average ceiling of 21.690 and a weighted-average floor of 20.120 .

The collars that were entered on December 2, 2024, mature on February 2, 2026 at a weighted-average ceiling of 22.0377 and a weighted-average floor of 20.425 .

If the spot rate is between the weighted-average ceiling and floor rates on the date of maturity, then the Company would not owe or receive any payments under these collars.

The Company plans to continue executing zero cost collars with 14-month rolling maturities as an ongoing strategy to hedge peso-denominated manufacturing expenses.

The fair value of the collars was determined using an independent third-party valuation model.

Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings.

For the fiscal year ended December 28, 2024, the Company recorded a pre-tax unrealized loss on the collars of $ 3.5 million.

The Company estimates that approximately $ 3.6 million of pre-tax losses currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

The amounts included in accumulated other comprehensive loss will be reclassified to earnings should the hedge no longer be considered effective.

No amount of ineffectiveness was included in net income for the fiscal year ended December 28, 2024.

The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

The primary inputs into the valuation of the collars are interest yield curves, interest rate volatilities, foreign exchange rates, foreign exchange volatilities, credit risk, credit spreads and other market information.

The collars are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.

Interest Rate Swap

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.

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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) income until the underlying transactions are recognized in earnings.

For the fiscal year ended December 28, 2024, the Company recorded a pre-tax unrealized gain on the interest rate swap of $ 0.3 million.

The Company estimates that approximately $ 2.7 million of pre-tax gain currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

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.

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The notional value of the forward contract at July 14, 2022 was € 117 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 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 and 2022 are reported in Foreign exchange loss in the Consolidated Statements of Net Income.

The foreign currency contract was not designated as a hedge instrument and was marked to market on a monthly

As a result, changes in fair value during 2023 were reported in Foreign exchange loss in the Consolidated Statements of Net Income.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 28, 2024 and December 30, 2023, the fair values of our derivative financial instrument and their classifications on the Consolidated Balance Sheets were as follows:

Fiscal Year Ended

(in thousands) Consolidated Balance Sheet Classification December 30, 2023 December 31, 2022

(in thousands) Consolidated Balance Sheets Classification December 28, 2024 December 30, 2023

Derivatives designated as hedging instruments

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Other long-term assets 3,716 2,140

Derivatives not designated as hedging instruments

Foreign exchange forward contract Prepaid expenses and other current assets $ — $ 6,186

The pre-tax gains recognized on derivative financial instruments in the Consolidated Statements of Operations for the fiscal year ended December 30, 2023 and December 31, 2022 were as follows:

Zero cost collar agreement:

Designated as cash flow hedge Prepaid expenses and other current assets $ 22 $ —

Accrued liabilities 4,067 —

Other long-term assets 2 —

The pre-tax (gains) losses recognized on derivative financial instruments in the Consolidated Statements of Operations for the fiscal year ended December 28, 2024 and December 30, 2023 were as follows:

Fiscal Year Ended

(in thousands) Classification of Gain Recognized in the Consolidated Statements of Operations December 30, 2023 December 31, 2022

(in thousands) Classification of (Gains) Losses Recognized in the Consolidated Statements of Net Income December 28, 2024 December 30, 2023

Derivatives designated as cash flow hedges

Interest rate swap agreement Interest expense, net $ ( 4,826 ) $ ( 4,551 )

Zero cost collar agreement Cost of sales 1,766 —

Zero cost collar agreement Selling, general, and administrative expenses 97 —

Derivatives not designated as hedging instruments

Foreign exchange forward contract Foreign exchange gain $ — $ ( 52 )

The pre-tax loss (gain) recognized on derivative financial instruments in the Consolidated Statements of Comprehensive Income for the fiscal year ended December 30, 2023 and December 31, 2022 was as follows:

The pre-tax (gain) losses recognized on derivative financial instruments in the Consolidated Statements of Comprehensive Income for the fiscal year ended December 28, 2024 and December 30, 2023 was as follows:

Fiscal Year Ended

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Interest rate swap agreement $ ( 346 ) $ 2,827

A pre-tax gain of $ 3.7 million fr om accumulated other comprehensive income (loss) to earnings is expected to be recognized during the next twelve months.

Zero cost collar agreement $ 3,534 $ —

The Compa ny has a non-qualified Supplemental Retirement and Savings Plan that provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation.

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Defined Benefit Plan Assets / Non-qualified Supplemental Retirement and Savings Plan Investments

See Note 11, Benefit Plans, for description of valuation methodologies and investment balances for defined benefit plan assets and investments related to the Company’s Non-Qualified Supplemental Retirement and Savings Plan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

See Note 11, Benefit Plans, for a description of valuation methodologies and investment balances for defined benefit plan assets and investments related to the Company’s Non-Qualified Supplemental Retirement and Savings Plan.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 28, 2024:

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(in thousands)

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs

(Level 3) Total

Cash equivalents $ 658,491 $ — $ — $ 658,491

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Mutual funds 23,268 — — 23,268

$ 446,768 $ — $ — $ 446,768

Total $ 691,941 $ — $ — $ 691,941

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 30, 2023:

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(in thousands)

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total

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

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The Company’s revolving and term loan debt facilities’ fair values approximate book value at December 28, 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 December 30, 2023 and December 31, 2022 were as follows:

The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series A and Series B, as of December 28, 2024 and December 30, 2023 were as follows:

December 28, 2024 December 30, 2023

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Value Estimated

Euro Senior Notes, Series A due 2023 $ — $ — $ 124,716 $ 122,270

Euro Senior Notes, Series B due 2028 $ 98,928 $ 91,741 $ 105,246 $ 96,532

USD Senior Notes, Series B due 2027 100,000 96,127 100,000 93,764

USD Senior Notes, Series A due 2025 50,000 49,919 50,000 49,070

USD Senior Notes, Series B due 2027 100,000 96,623 100,000 96,127

USD Senior Notes, Series B due 2030 125,000 114,786 125,000 115,687

USD Senior Notes, due 2032 100,000 91,175 100,000 93,228

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment.

The results of the annual goodwill impairment test as of September 29, 2024 indicated that the estimated fair values for Industrial controls and sensors and Automotive Sensors reporting units were below their respective carrying values.

Additionally, during the fourth quarter of 2024, the Company also recorded a non-cash impairment charge of $ 47.8 million primarily related to certain acquired customer relationships, developed technology, and tradename intangible assets in the Industrial controls and sensors reporting unit within the Industrial segment.

See Note 5, Goodwill and Other Intangible Assets, for further discussion.

2024 goodwill and intangible assets impairment charges were the result of measuring a reporting unit at fair value on a nonrecurring basis as shown below:

(in thousands) For Fiscal Year Ended December 28, 2024 December 28, 2024

Charge Estimated Fair Value Measurement (Level 3) Net Carrying Value

Industrial controls and sensors reporting unit

Customer relationships, trademarks, and tradenames $ 40,641 $ 6,620 $ 7,142

Patents, licenses and software 6,938 950 1,065

Intangible assets, net of amortization $ 47,579 $ 7,570 $ 8,207

Goodwill $ 36,147 $ 119,361 $ 115,159

Automotive sensors reporting unit

Goodwill $ 8,616 $ — $ —

See Note 8, Restructuring, Impairment, and Other Charges, for further discussion.

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The amount of the retirement benefits provided under the plans is generally based on years of service and final average pay.

On April 7, 2020, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company is required to directly pay and administer pension payments to certain of the Company’s U.K.

pension plan participants, or their designated beneficiaries.

The Company completed the buy-out of this U.K.

pension plan during the fourth quarter of 2021 and as a result recorded a non-cash pension settlement charge of $ 19.9 million (£ 14.9 million), inclusive of the accelerated recognition of prior service cost of $ 0.5 million (£ 0.4 million).

On October 4, 2024, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay pension payments to the Company’s United Kingdom pension plan to match required pension payments until a later buyout, at which point the insurance company will directly pay and administer the benefits to the plan's participants, or to their designated beneficiaries.

The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $ 23 million, representing approximately 33 % of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on

In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in 2026 estimated between $ 6 million and $ 8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.

Benefit plan related information is as follows for the years 2024 and 2023:

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Interest cost 3,873 3,795

Net actuarial loss (gain) 4,312 ( 19,327 )

Net actuarial loss 501 4,312

Benefits paid from the plan assets ( 2,037 ) ( 1,933 )

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Settlements ( 1,248 ) ( 1,687 )

Acquisitions — 3,812

Effect of exchange rate movements ( 4,946 ) 3,769

Plan amendment and other — ( 1,399 )

Benefit obligation at end of year $ 70,682 $ 73,521

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Fair value of plan assets at beginning of year $ 37,696 $ 35,433

Actual gain (loss) on plan assets 1,358 ( 9,217 )

Actual (loss) gain on plan assets ( 529 ) 1,358

Employer contributions 5,376 1,821

1 unchanged sentence

Settlements — ( 463 )

Acquisitions — —

Effect of exchange rate movements ( 1,168 ) 1,480

1 unchanged sentence

Net amount unfunded status $ ( 31,344 ) $ ( 35,825 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recognized in the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 consist of the following:

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Amounts recognized in the Consolidated Balance Sheets consist of:

Noncurrent assets $ 79 $ 262

Non-current assets $ 6 $ 79

Current benefit liability ( 1,514 ) ( 1,482 )

Noncurrent benefit liability ( 34,422 ) ( 28,037 )

Non-current benefit liability ( 29,836 ) ( 34,422 )

Net liability recognized $ ( 31,344 ) $ ( 35,825 )

1 unchanged sentence

(in thousands)

Net actuarial loss (gain) $ 4,182 $ ( 631 )

Net actuarial loss $ 6,679 $ 4,182

Prior service cost 1,304 1,440

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Prior service cost $ 93 $ 94

Net actuarial (gain) loss ( 49 ) 228

Amount arising during the period:

Prior service cost — 1,399

Net actuarial loss (gain) 81 ( 49 )

Net curtailment and settlement gain ( 266 ) ( 820 )

Amount arising during the period:

Net actuarial loss ( 3,099 ) ( 4,202 )

Net curtailment and settlement loss (gain) 299 ( 266 )

Foreign currency adjustments 265 ( 334 )

Total $ ( 2,361 ) $ ( 4,757 )

The net actuarial (loss) gain during 2023 as compared to 2022 were impacted by higher discount rates in 2023 as compared to 2022.

Due to the signing of the group annuity contract for the U.K.

pension plan, the liabilities of the plan were remeasured as of October 4, 2024 resulting in an increase of $ 3.8 million to unamortized actuarial loss within other comprehensive income (loss).

In addition, the net actuarial loss during 2024 as compared to 2023 were impacted by lower discount rates in 2024 as compared to 2023.

The components of net periodic benefit costs for the fiscal years 2024, 2023, and 2022 are as follows:

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Net periodic benefit cost 5,038 4,735 4,472

Net settlement (gain) loss ( 266 ) ( 820 ) 19,855

Net settlement loss (gain) 299 ( 266 ) ( 820 )

Total expense for the year $ 5,337 $ 4,469 $ 3,652

The Company completed the buy-out of this U.K.

pension plan during the fourth quarter of 2021 and as a result in the fourth quarter of 2021, the Company recorded a non-cash pension settlement charge of $ 19.9 million (£ 14.9 million), inclusive of the accelerated recognition of prior service cost of $ 0.5 million (£ 0.4 million).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Weighted average assumptions used to determine net periodic benefit cost for the fiscal years 2024, 2023, and 2022 are as follows:

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Fair value of plan assets 5,419 28,032

Weighted average assumptions used to determine benefit obligations as of December 30, 2023, December 31, 2022 and January 1, 2022 are as follows:

Weighted average assumptions used to determine benefit obligations as of December 28, 2024, December 30, 2023 and December 31, 2022 are as follows:

2024 2023 2022

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The Company expects to make approximately $ 1.2 million of contributions to the plans and pay $ 2.1 million of benefits directly in 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, the Company recorded $ 1.5 million, $ 1.9 million, $ 2.1 million expense, respectively, in Cost of Sales and Other (income) expense, net within the Consolidated Statements of Net Income.

As of December 30, 2023 and December 31, 2022, the Company reported benefit liabilities of $ 4.8 million and $ 4.0 million for these plans, of which $ 1.7 million and $ 1.5 million was recorded in Accrued liabilities and $ 3.1 million a nd $ 2.5 million w as recorded in Other long-term liabilities on the Consolidated Balance Sheets, respectively.

For the fiscal years ended December 30, 2023 and December 31, 2022, the pre-tax amounts recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were $ 1.3 million and $ 0.5 million, respectively.

For the fiscal year ended December 30, 2023, the expense reclassified from accumulated other comprehensive loss to earnings was $ 0.4 million, including $ 0.5 million net settlement loss.

For the fiscal year ended December 31, 2022, the expense reclassified from accumulated other comprehensive loss to earnings was $ 1.7 million, including $ 1.3 million net settlement loss.

For the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, the Company recorded $ 5.0 million, $ 1.5 million and $ 1.9 million expense, respectively, in Cost of sales, Restructuring, impairment, and other charges, and Other (income) expense, net within the Consolidated Statements of Net Income.

As of December 28, 2024 and December 30, 2023, the Company reported benefit liabilities of $ 4.4 million and $ 4.8 million for these plans, of which $ 1.5 million and $ 1.7 million was recorded in Accrued liabilities and $ 2.9 million and $ 3.1 million was recorded in Other long-term liabilities on the Consolidated Balance Sheets, respectively.

For the fiscal years ended December 28, 2024 and December 30, 2023, the pre-tax amounts recognized in other comprehensive income (loss) for these plans were $ 0.2 million and $ 1.3 million, respectively.

For the fiscal year ended December 28, 2024, the expense reclassified from accumulated other comprehensive loss to earnings as components of net periodic benefit costs was $ 3.3 million.

For the fiscal year ended December 30, 2023, the expense reclassified from accumulated other comprehensive loss to earnings as components of net periodic benefit costs was $ 0.4 million, including $ 0.5 million net settlement loss.

Defined Benefit Plan Assets

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Fixed income securities 32 % 90 %

Bulk annuity contract 60 % — %

The Company segregated its plan assets by the following major categories and level for determining their fair value as of December 28, 2024 and December 30, 2023.

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As such, they were classified as Level 2.

The Company also invests in certain fixed income funds which are valued at NAV.

The Company also invests in certain fixed income funds which are valued at the NAV.

Insurance contracts and other – This category includes pooled pension funds which have mutual funds with underlying investments in other assets and liabilities including alternatives priced based on a valuation model and are not exchange-traded.

These were classified as Level 2.

This category includes also insurance contracts that are valued by the re-insurer with the valuation inputs being not highly observable or traded on an open market.

This category also includes insurance contracts that are valued by the re-insurer with the valuation inputs being not highly observable or traded on an open market.

Accordingly, insurance contracts were categorized as Level 3.

Lastly, this category includes other assets and liabilities including futures or swaps.

Bulk Annuity Contract – Bulk annuity contract includes a U.K insurance policy issued by an authorized U.K.

life insurer.

This bulk annuity contract is valued by the re-insurer with the valuation inputs being not highly observable or traded on an open market.

Accordingly, this contract was categorized as Level 3.

For any Level 2 and Level 3 plan assets, management reviews significant investments on a periodic basis including investigation of unusual fluctuations in price or returns and obtaining an understanding of the pricing methodology to assess the reliability of third-party pricing estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values.

While the Company believes the valuation methodologies used are appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts.

The Company invests in assets in which valuation is determined by NAV.

The Company invests in assets in which valuation is determined by the NAV.

The Company believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV.

7 unchanged sentences

Fixed income 7,224 — — 5,198 12,422

Bulk annuity contract — — 23,442 — 23,442

Total pension plan assets $ 10,567 $ — $ 23,573 $ 5,198 $ 39,338

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(in thousands)

Balance at January 1, 2022 $ 343

Balance at December 31, 2022 $ 328

Level 3 assets transferred in from Level 1 and 2 assets valued at NAV:

Settlements 2

Actual loss on plan assets 3

Employer contribution 2

Actual return on assets 15

Benefits paid from the plan assets ( 221 )

Foreign currency adjustments 9

1 unchanged sentence

Level 3 assets transferred in from Level 1 and 2 assets valued at NAV:

Bulk annuity contract added during the year 23,442

Employer contribution 2

Actual return on assets 4

Benefits paid from the plan assets ( 221 )

Foreign currency adjustments ( 8 )

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The Company matches 100 % of the employee’s annual contributions for the first 4 % of the employee’s eligible compensation.

The Company may provide an additional discretionary match to participants and made discretionary matches of 2 % of the employee’s eligible compensation for each of the fiscal year ended December 30, 2023, December 31, 2022 and January 1, 2022.

Employees are immediately

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

vested in their contributi ons plus actual earnings thereon, as well as the Company contributions.

The Company may provide an additional discretionary match to participants and made discretionary matches of 2 % of the employee’s eligible compensation for each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022.

Employees are immediately vested in their contributi ons plus actual earnings thereon, as well as the Company contributions.

Company matching contributions amounted to $ 6.5 million, $ 7.7 million, and $ 5.5 million in 2024, 2023, and 2022, respectively.

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The investments are subject to the claims of the Company’s creditors and the Company is responsible for the payment of all benefits under the plan from its general assets.

As of December 30, 2023, there was $ 20.1 million of marketable securities related to the plan included in Other assets and $ 20.1 million of accrued compensation benefits included in Other long-term liabilities .

As of December 28, 2024, there was $ 23.3 million of marketable securities related to the plan included in Other long-term assets and $ 23.3 million of accrued compensation benefits included in Other long-term liabilities .

The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value.

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The Company has equity-based compensation plans authorizing the granting of stock options, restricted shares, restricted share units, and other stock rights to employees and directors.

During the fiscal year 2023, the Company designated an additional 0.7 million shares for the Company's equity-based compensation plans.

As of December 28, 2024, there were 1.0 million shares available for issuance of future awards under the Company’s equity-based compensation plans.

22 unchanged sentences

The total intrinsic value of options exercised during 2024, 2023, and 2022 was $ 6.3 million, $ 12.2 million, and $ 3.7 million, respectively.

The total fair value of the vested RSU shares was $ 19.8 million, $ 15.4 million, and $ 18.9 million for 2023, 2022,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and 2021, respectively.

The total fair value of the vested RSU shares was $ 16.2 million, $ 19.8 million, and $ 15.4 million for 2024, 2023, and 2022, respectively.

The total amount of share-based liabilities paid was $ 1.3 million, $ 2.2 million, and $ 1.1 million for 2024, 2023, and 2022, respectively.

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Share Repurchase Program

On April 28, 2021, the Company announced that the Board of Directors authorized a three-year program to repurchase up to $ 300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024.

There are $ 300 million in the aggregate of shares available for purchase under the program as of December 30, 2023.

During the fiscal years 2023, 2022 and 2021 , the Company did not repurchase any shares of its common stock.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's Board of Directors authorized the repurchase of up to $ 300 million in the aggregate of shares of the Company’s common stock 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 fiscal year of 2024, the Company repurchased 179,311 shares of its common stock totaling $ 40.9 million, of which, $ 38.9 million was pursuant to the 2021 program and $ 2.0 million was pursuant to the 2024 program.

There are $ 298.0 million of an authorized amount yet purchased under the 2024 program as of December 28, 2024.

During the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.

Other Comprehensive Income (Loss)

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Fiscal Year Ended

December 30, 2023 December 31, 2022 January 1, 2022

December 28, 2024 December 30, 2023 December 31, 2022

(in thousands) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax

Defined benefit pension plan and other adjustments $ ( 2,947 ) $ 51 $ ( 2,896 ) $ ( 5,911 ) $ 491 $ ( 5,420 ) $ 11,560 $ ( 1,825 ) $ 9,735

Cash flow hedge ( 2,827 ) 679 ( 2,148 ) 8,679 ( 2,083 ) 6,596 — — —

Cash flow hedges ( 3,188 ) 41 ( 3,147 ) ( 2,827 ) 679 ( 2,148 ) 8,679 ( 2,083 ) 6,596

Foreign currency translation adjustments (1) ( 86,273 ) 1,772 ( 84,501 ) 48,227 ( 712 ) 47,515 ( 39,619 ) 987 ( 38,632 )

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(in thousands)

Pension and postretirement liability and reclassification adjustments Cash flow hedge Foreign currency translation adjustments Accumulated other comprehensive income (loss)

Balance at December 26, 2020 $ ( 34,141 ) $ — $ ( 57,016 ) $ ( 91,157 )

2021 activity 22,213 — ( 4,519 ) 17,694

Pension and postretirement liability and reclassification adjustments Cash flow hedges Foreign currency translation adjustments Accumulated other comprehensive income (loss)

Balance at January 1, 2022 $ ( 11,928 ) $ — $ ( 61,535 ) $ ( 73,463 )

3 unchanged sentences

Balance at December 30, 2023 $ ( 7,613 ) $ 4,448 $ ( 52,652 ) $ ( 55,817 )

The Company completed the buy-out of a U.K.

2024 activity ( 2,896 ) ( 3,147 ) ( 84,501 ) ( 90,544 )

Balance at December 28, 2024 $ ( 10,509 ) $ 1,301 $ ( 137,153 ) $ ( 146,361 )

The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.

Due to the signing of the group annuity contract for the U.K.

pension plan, the liabilities of the plan were remeasured as of October 4, 2024 resulting in an increase of $ 3.8 million to unamortized actuarial loss within other comprehensive income (loss).

See Note 11, Benefits Plans for further discussion.

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Fiscal Year Ended

(in thousands) December 30, 2023 December 31, 2022 January 1, 2022

(in thousands) December 28, 2024 December 30, 2023 December 31, 2022

Pension and postemployment and other plans:

Amortization of prior service, net actuarial (gain) loss, and other $ ( 43 ) $ 785 $ 2,006

Amortization of prior service, net actuarial loss (gain), and other $ 3,441 $ ( 43 ) $ 785

Net settlement loss and accelerated prior service costs 299 247 477

Total $ 3,740 $ 204 $ 1,262

The Company recognizes the amortization of prior service costs and net settlement loss in other (income) expense, net within the Consolidated Statements of Net Income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes the amortization of prior service costs and net settlement loss in Restructuring, impairment, and other charges and Other (income) expense, net within the Consolidated Statements of Net Income.

The 2017 Tax Cuts and Jobs Act (the "Tax Act"), among other things, imposed a one-time tax (the “Toll Charge”) on accumulated earnings of certain non-U.S.

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T he Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act.

In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred.

Thus, for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

Thus, for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

Domestic and foreign income (loss) before income taxes is as follows:

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Tax on unremitted earnings 6,616 6,394 10,870

Tax impact of non-deductible goodwill impairment charge 5,810 — —

Net impact associated with U.S.

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Provision for income taxes $ 51,673 $ 69,113 $ 69,738

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities.

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Deferred tax assets:

Accrued expenses and reserves $ 39,299 $ 49,138

Net operating loss carryforwards $ 46,263 $ 36,941

Interest expense carryforwards 34,800 34,205

Accrued expenses and reserves 32,336 39,299

Capitalized expenses 18,939 16,872

Lease liabilities 13,016 —

foreign tax credit carryforwards 3,490 3,561

research and other general business tax credit carryforwards 1,252 1,468

Excess of tax basis over the book basis for intangible assets and goodwill — 404

Deferred tax assets 150,292 132,346

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Tax on unremitted earnings 14,612 18,621

Right of use lease assets 12,906 —

Unrealized foreign currency exchange gains — 1,288

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The Company has two subsidiaries in China which benefit from lower tax rates due to “tax holidays” which apply for three-year periods.

The tax holiday for one of the subsidiaries expired at the end of 2022, but was later extended for an additional three years, retroactive to include all of 2023, as well as 2024 and 2025, and for the other subsidiary the tax holiday expired at the end of 2023.

The Company intends to seek an extension for the expired tax holiday.

The tax holiday for one of the subsidiaries expired at the end of 2023, but was later extended for an additional three years, retroactive to include all of 2024, as well as 2025 and 2026, and for the other subsidiary the tax holiday will expire at the end of 2025.

Together, the tax holidays contributed $ 5.0 million in tax benefits, or $ 0.20 per diluted share, during 2024.

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There can be no assurance that future extensions will be granted.

A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 30, 2023, December 31, 2022, and January 1, 2022 is as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 28, 2024, December 30, 2023, and December 31, 2022 is as follows:

(in thousands)

Unrecognized Tax Benefits

Balance at January 1, 2022 $ 23,445

Balance at December 31, 2022 $ 30,374

Additions for tax positions related to pre-acquisition periods of acquired subsidiaries

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Decreases for lapses in statute of limitations ( 1,051 )

Other ( 235 )

Decreases for settlements ( 215 )

Balance at December 30, 2023 $ 31,449

Additions for tax positions related to pre-acquisition periods of acquired subsidiaries

Additions for tax positions taken in the current year 1,251

Decreases for tax positions taken in the prior year ( 792 )

Additions for tax positions taken in the prior year 375

Decreases for lapses in statute of limitations ( 7,650 )

Decreases for settlements ( 215 )

Balance at December 28, 2024 $ 25,999

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The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense.

The Company recognized such interest expense of $ 0.5 million (net of a $ 1.7 million decrease due to a lapse in the statute of limitations), $ 1.4 million (net of a $ 0.2 million decrease due to a lapse in the statute of limitations) and $ 1.6 million (net of a $ 0.6 million decrease due to a lapse in the statute of limitations) in 2023, 2022, and 2021, respectively.

The Company recognized such interest benefit of $ 2.7 million (including a $ 4.1 million decrease due to a lapse in the statute of limitations), $ 0.5 million expense (net of a $ 1.7 million decrease due to a lapse in the statute of limitations) and $ 1.4 million expense (net of a $ 0.2 million decrease due to a lapse in the statute of limitations) in 2024, 2023, and 2022, respectively.

Accrued interest for such matters included in Other long-term liabilities within the Consolidated Balance Sheets was $ 11.1 million and $ 14.4 million as of December 28, 2024 and December 30, 2023, respectively.

federal statute of limitations remains open for the Company for the 2017 tax year (with respect to the Toll Charge) and later years.

federal statute of limitations remains open for the Company for the 2018 tax year and later years.

state statutes of limitations generally range from three to seven years, although certain jurisdictions do not have a statute expiration.

Tax examinations occur from time to time, including examinations currently in process in Germany, the Netherlands, Singapore, and certain U.S.

Tax examinations occur from time to time, including examinations currently in process in Italy, Germany, the Netherlands, Singapore, other non-U.S.

jurisdictions and certain U.S.

The Company does not expect to recognize a significant amount of additional tax expense as a result of concluding these examinations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share

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Potential shares of common stock attributable to stock options and restricted shares excluded from the earnings per share calculation because their effect would be anti-dilutive were 139,839 , 110,002 , and 87,425 shares in 2024, 2023, and 2022, respectively.

The Company did not repurchase any shares of its common stock during the fiscal year 2023, 2022, and 2021, respectively.

There are $ 298.0 million of an authorized amount not yet purchased under the 2024 program as of December 28, 2024.

During the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.

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:

The Company aggregated its operating segments into the reportable segments:

Electronics, Transportation, and Industrial.

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The CODM is the Company’s President and Chief Executive Officer (“CEO”).

The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

The CODM’s key decisions involve the allocation of resources, such as acquisitions, divestitures, investments, capital expenditures, significant customer contracts, and other key management resources, and assessment of performance, such as executive officer hiring, promotion, and compensation.

The CODM uses operating income as the key metric when establishing targets in the annual budget and in evaluating the allocation of resources to each segment.

The CODM regularly reviews each segment's operating income against the forecast, budget and previous quarterly results to assess performance and make decisions about the allocation of operating and capital resources to each segment.

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.

Finance, information technology, and human resources are shared functions that are allocated back to the 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.

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.

1 unchanged sentence

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• 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.

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 vehicles, 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 engines, 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), 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, solid state switches, 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, electric vehicle charging infrastructure, HVAC systems, non-residential construction, MRO, and mining.

The Company has provided this segment information for all comparable prior periods.

6 unchanged sentences

Total net sales $ 2,190,768 $ 2,362,657 $ 2,513,897

Depreciation and amortization

Other segment expenses

Electronics $ 1,016,880 $ 1,049,845 $ 1,061,203

1 unchanged sentence

Industrial 289,230 279,153 256,085

Total depreciation and amortization $ 137,428 $ 120,706 $ 98,635

Operating income (loss)

Total other segment expenses $ 1,919,966 $ 1,973,642 $ 1,969,889

Segment operating income

Electronics $ 169,893 $ 300,581 $ 431,616

1 unchanged sentence

Industrial 42,331 54,800 48,853

Total segment operating income 270,802 389,015 544,008

( 112,022 ) ( 28,153 ) ( 43,182 )

1 unchanged sentence

Interest expense 38,717 39,866 26,216

Foreign exchange loss 12,299 24,359 17,158

Foreign exchange (gain) loss ( 9,230 ) 12,299 24,359

Other (income) expense, net ( 22,570 ) ( 19,901 ) 7,207

Income before income taxes $ 151,863 $ 328,598 $ 443,044

(a) Included in “Other” Operating income for the 2023 was $ 11.7 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $ 11.6 million of restructuring charges, primarily related to employee termination costs.

During 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, $ 0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $ 0.1 million impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment.

(a) Included in “Other” Operating income for 2024 was $ 93.5 million of non-cash impairment charges, which included $ 47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial controls and sensors reporting unit within the Industrial segment, and $ 36.1 million and $ 8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively.

The remaining impairment charges included $ 0.2 million for patents and customer relationships related to the exit of a small business in China within the Industrial 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.

The Company also recognized total restructuring charges of $ 14.9 million, primarily for employee termination costs related to the reorganization of certain manufacturing, selling and administrative functions in the semiconductor business within the Electronics segment and the reorganization of certain selling and administrative functions in the commercial vehicle business within the Transportation segment.

See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included in “Other” Operating income for 2022 was $ 17.6 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $ 15.6 million of purchase accounting inventory step-up charges, and $ 10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $ 2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment in the fourth quarter of 2022.

Also included in "Other" Operating income was $ 5.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, a gain of $ 1.0 million for the sale of two buildings within the Transportation segment, and a gain of $ 0.5 million recorded for the sale of a land use right within the Electronics segment.

Included in “Other” Operating income for 2023 was 11.7 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions and $ 11.6 million of restructuring, impairment and other charges, primarily related to employee termination costs.

During 2023, the Company recorded a $ 3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment, $ 0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $ 0.1 million impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment.

See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Included in “Other” Operating income for 2021 was $ 8.4 million of purchase accounting inventory step-up charges, $ 7.0 million of legal and professional fees and other integration expenses related to Carling, Hartland and other contemplated acquisitions, and $ 10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs.

$ 10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $ 2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment in the fourth quarter of 2022.

See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

In addition, there was a gain of $ 5.0 million recorded for the sale of buildings within the Electronics segment.

The Company’s net sales, long-lived assets and additions to long-lived assets by country for the fiscal years ended 2023, 2022, and 2021 are as follows:

See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Other segment operating expenses include cost of sales, selling, general, and administration expenses, and research and development expenses.

Other segment expenses are reconciled to the operating income of each segment.

The CODM regularly assesses the performance of each operating segment focusing on each operating segment’s revenue and operating income.

The Company’s depreciation and amortization expenses by segment for the fiscal years ended 2024, 2023, and 2022 are as follows:

(in thousands)

2024 2023 2022

Electronics $ 40,456 $ 39,461 $ 35,496

Transportation 22,117 26,732 25,647

Industrial 5,752 5,441 3,868

Total depreciation $ 68,325 $ 71,634 $ 65,011

Electronics $ 39,362 $ 39,883 $ 32,698

Transportation 13,518 15,782 18,109

Industrial 9,247 10,129 4,888

Total amortization $ 62,127 $ 65,794 $ 55,695

The Company’s net sales classified according to the country where the customer is located, net property, plant, and equipment and additions to net property, plant, and equipment by country for the fiscal years ended 2024, 2023, and 2022 are as follows:

(in thousands)

2024 2023 2022

$ 800,331 $ 820,735 $ 912,498

China 506,643 546,786 638,978

23 unchanged sentences

(exports and foreign operations), including approximately 23 % to China.

For the year ended January 1, 2022, approximately 69 % of the Company's net sales were to customers outside the U.S.

For the year ended December 31, 2022, approximately 64 % of the Company's net sales were to customers outside the U.S.

(exports and foreign operations), including approximately 25 % to China.

1 unchanged sentence

No other single customer accounted for more than 10% of net sales during the last three years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

4 unchanged sentences

Product Warranty Liabilities

Our 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, customer may make claims for costs they incurred or other damages related to a claim.

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 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

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There are no material pending litigation or claims outstanding as of December 28, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

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(“ATEC”), a supplier located in the Philippines that provides assembly and test services.

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

Fiscal Year Ended

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Purchase of material/services from related party 3.8 0.7 5.7 4.3 0.4 9.0

Accounts receivable balance — — — — — —

Accounts payable balance $ 0.7 $ 0.1 $ 0.7 $ 0.5 $ — $ 1.0

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-K

Item 8. Financial Statements and Supplementary Data