What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 245 added, 291 removed, 613 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) September 28,

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

2025 December 28,

2 unchanged sentences

Short-term investments 984 976

Trade receivables, less allowances of $ 76,151 and $ 84,696 at September 28, 2024 and December 30, 2023, respectively

Trade receivables, less allowances of $ 69,244 and $ 69,990 at March 29, 2025 and December 28, 2024, respectively

317,828 294,371

28 unchanged sentences

34,000,000 shares authorized;

shares issued, September 28, 2024– 26,749,671 ;

shares issued, March 29, 2025– 26,772,905 ;

December 28, 2024– 26,758,730

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

Three Months Ended Nine Months Ended

(in thousands, except per share data) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Three Months Ended

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

2025 March 30,

Net sales $ 554,307 $ 535,385

8 unchanged sentences

Interest expense 8,875 9,611

Foreign exchange loss 9,630 11,776 4,273 8,697

Foreign exchange loss (gain) 4,843 ( 5,042 )

Other income, net ( 3,515 ) ( 5,321 )

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

(in thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Three Months Ended

(in thousands) March 29,

2025 March 30,

Net income $ 43,571 $ 48,452

Other comprehensive income (loss):

Defined benefit pension plan and other adjustments, net of tax 191 ( 3 ) 861 ( 156 )

Pension and postemployment adjustments, net of tax 219 344

Cash flow hedges, net of tax 588 1,926

Foreign currency translation adjustments 64,499 ( 3,677 ) 10,563 ( 5,747 )

Foreign currency translation adjustments, net of tax 36,790 ( 32,561 )

Comprehensive income $ 81,168 $ 18,161

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

OPERATING ACTIVITIES

6 unchanged sentences

Stock-based compensation 4,855 3,617

(Gain) loss on investments and other assets ( 1,947 ) 922

Loss on investments and other assets 1,630 379

Deferred income taxes ( 2,916 ) ( 8,811 )

13 unchanged sentences

FINANCING ACTIVITIES

Payments of senior notes payable ( 50,000 ) —

Repayments of other debts ( 657 ) ( 678 )

5 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 5,603 ( 8,550 )

Increase (decrease) in cash, cash equivalents, and restricted cash 74,170 ( 3,348 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 106,181 ) 6,597

Cash, cash equivalents, and restricted cash at beginning of period 726,437 557,123

13 unchanged sentences

Paid in Capital Treasury Stock Accum.

Loss Retained Earnings Non-controlling Interest Total

Income (Loss) Retained Earnings Non-controlling Interest Total

Balance at December 28, 2024 $ 262 $ 1,049,079 $ ( 305,351 ) $ ( 146,361 ) $ 1,815,628 $ 355 $ 2,413,612

Net income — — — — 43,571 — 43,571

Other comprehensive loss, net of tax — — — ( 30,291 ) — — ( 30,291 )

Other comprehensive income, net of tax — — — 37,597 — — 37,597

Stock-based compensation — 4,855 — — — — 4,855

2 unchanged sentences

Stock options exercised — 2,143 — — — — 2,143

Repurchases of common stock — — ( 16,131 ) — — — ( 16,131 )

Repurchases of common stock, with excise tax — — ( 27,626 ) — — — ( 27,626 )

Cash dividends paid ($ 0.70 per share)

1 unchanged sentence

Balance at March 29, 2025 $ 262 $ 1,056,077 $ ( 333,039 ) $ ( 108,764 ) $ 1,841,794 $ 425 $ 2,456,755

Net income — — — — 45,466 — 45,466

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

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

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

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

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

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

Cash dividends paid ($ 0.65 per share)

— — — — ( 16,130 ) — ( 16,130 )

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

Net income — — — — 58,058 — 58,058

Other comprehensive gain, net of tax — — — 56,393 — — 56,393

Stock-based compensation — 4,540 — — — — 4,540

Non-controlling interest ( 82 ) ( 38 ) ( 120 )

Withheld shares on restricted share units for withholding taxes — — ( 188 ) — — — ( 188 )

Stock options exercised — 6,222 6,222

Excise tax adjustment on stock options exercised — — 65 — — — 65

Cash dividends paid ($ 0.70 per share)

— — — — ( 17,357 ) — ( 17,357 )

Balance at September 28, 2024 $ 262 $ 1,043,736 $ ( 305,259 ) $ ( 50,782 ) $ 1,884,823 $ 320 $ 2,573,100

Littelfuse, Inc.

2 unchanged sentences

Paid in Capital Treasury Stock Accum.

Income (Loss) Retained Earnings Non-controlling Interest Total

Loss Retained Earnings Non-controlling Interest Total

Balance at December 30, 2023 $ 262 $ 1,012,325 $ ( 259,263 ) $ ( 55,817 ) $ 1,782,662 $ 312 $ 2,480,481

Net income — — — — 48,452 — 48,452

Other comprehensive income, net of tax — — — 13,283 — — 13,283

Stock-based compensation — 3,730 — — — — 3,730

Non-controlling interest — — — — ( 66 ) 66 —

Withheld shares on restricted share units for withholding taxes — — ( 18 ) — — — ( 18 )

Stock options exercised — 5,238 — — — — 5,238

Cash dividends paid ($ 0.60 per share)

— — — — ( 14,880 ) — ( 14,880 )

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

Net income — — — — 70,071 — 70,071

Other comprehensive loss, net of tax — — — ( 30,291 ) — — ( 30,291 )

3 unchanged sentences

Stock options exercised — 1,369 — — — — 1,369

Cash dividends paid ($ 0.60 per share)

— — — — ( 14,910 ) — ( 14,910 )

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

Net income — — — — 57,788 — 57,788

Other comprehensive loss, net of tax — — — ( 2,134 ) — — ( 2,134 )

Stock-based compensation — 3,857 — — — — 3,857

Non-controlling interest — — — — ( 50 ) 50 —

Withheld shares on restricted share units for withholding taxes — — ( 308 ) — — — ( 308 )

Stock options exercised 1 4,587 — — — — 4,588

Repurchases of common stock, with excise tax — — ( 16,131 ) — — — ( 16,131 )

Cash dividends paid ($ 0.65 per share)

— — — — ( 16,200 ) — ( 16,200 )

Balance at September 30, 2023 $ 262 $ 1,007,033 $ ( 259,191 ) $ ( 99,526 ) $ 1,755,936 $ 345 $ 2,404,859

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

See accompanying Notes to Condensed Consolidated Financial Statements.

16 unchanged sentences

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three and nine months ended September 28, 2024 and September 30, 2023:

Three Months Ended September 28, 2024 Nine Months Ended September 28, 2024

The following tables disaggregate the Company’s revenue by primary business units for the three months ended March 29, 2025 and March 30, 2024:

Three Months Ended March 29, 2025

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Total Electronics

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 158,289 $ — $ — $ 158,289

5 unchanged sentences

Total $ 307,249 $ 161,862 $ 85,196 $ 554,307

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Three Months Ended March 30, 2024

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 157,871 $ — $ — $ 157,871

36 unchanged sentences

Cash, Cash Equivalents, and Restricted Cash

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

(in thousands) September 28, 2024 December 30, 2023

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at March 29, 2025 and December 28, 2024 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

(in thousands) March 29, 2025 December 28, 2024

Cash and cash equivalents $ 618,687 $ 724,924

1 unchanged sentence

Total cash, cash equivalents, and restricted cash $ 620,256 $ 726,437

Recently Adopted Accounting Standards

In March 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU No.

2023-01, "Leases (Topic 842):

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

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

However, if the lessor obtained the right to control the use of the underlying asset through a lease with another entity not within the same common control group, the amortization period may not exceed the amortization period of the common control group.

2) Accounted for as a transfer between entities under common control through an adjustment to equity (or net assets for not-for-profit entities) if, and when, the lessee no longer controls the use of the underlying asset.

Additionally, those leasehold improvements are subject to the impairment guidance in Topic 360, Property, Plant, and Equipment.

This standard is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years.

The adoption of ASU 2023-01 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

In March 2024, the Securities and Exchange Commission ("SEC") issued a final rule that requires registrants to provide climate disclosures in annual reports and registration statements.

The climate-related final rule requires disclosures in the footnotes to the financial statements, including:

1) specified financial statement effects of severe weather events and other natural conditions, 2) certain carbon offsets and renewable energy credits or certificates if used as a material component of a registrant's plans to achieve its disclosed climate-related targets or goals, 3) material impacts on financial estimates and assumptions in the financial statements if they would materially impacted by risks and uncertainties associated with severe weather events and other natural conditions, previously disclosed climate-related targets, and transition plans.

The financial statement disclosure requirements are effective beginning with annual reports for the fiscal year beginning in calendar year 2025 for the Company as a large accelerated filer.

These disclosures will be subject to existing audit requirement for financial statements.

On April 4, 2024, the SEC chose to stay its climate disclosure rules pending judicial review.

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

The Company is currently evaluating and is in the process of performing its initial assessment of the potential impact on its Condensed Consolidated Financial Statements.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("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 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.

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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 the Company's disclosures in its Condensed Consolidated Financial Statements.

In November 2023, the FASB issued ASU No.

2023-07, "Segment Reporting (Topic 280):

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

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

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

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

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

In October 2023, the FASB issued ASU No.

2 unchanged sentences

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

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

The Company is currently evaluating the potential effects of these amendments on its 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 business are included in the Company’s Condensed 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 Dortmund Fab is approximately 93 million Euro, of which a 37.2 million Euro down payment (approximately $ 40.5 million) recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

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

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

Western Automation

On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $ 162 million in cash.

Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables.

At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $ 25 million.

The business is reported within the Company’s Industrial segment.

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, of which a € 37.2 million down payment (approximately $ 40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and € 56.7 million (approximately $ 58.8 million) was paid at closing.

The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

The acquisition was funded with cash on hand.

The total purchase consideration of $ 158.3 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

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

The total purchase consideration of $ 95.9 million, net of cash acquired, has been allocated, on a preliminary basis, to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

The purchase consideration is subject to change for the final working capital adjustments.

The purchase price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process.

The primary areas not yet finalized relate to the completion of the valuation of certain acquired income tax assets and liabilities and personal property.

As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:

(in thousands) Purchase Price

11 unchanged sentences

Other long-term liabilities ( 14,824 )

All Western Automation assets and liabilities were recorded in the Industrial segment and are primarily reflected in the Europe geographic area.

The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synerg ies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio.

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

During the nine months ended September 30, 2023, the Company incurred approximately $ 1.2 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statement of Net Income.

All Dortmund assets and liabilities were recorded in the Electronics 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 Dortmund Fab’s products and technology with the Company’s existing semiconductor products portfolio.

Goodwill resulting from the Dortmund acquisition is expected to be deductible for tax purposes.

Included in the Company’s Condensed Consolidated Statements of Net Income for the three months ended March 29, 2025 were net sales of $ 10.2 million and income before income taxes was nil since the December 31, 2024 acquisition of Dortmund Fab.

As required by purchase accounting rules, the Company recorded a $ 0.5 million step-down of inventory to its fair value as of the acquisition date based on the preliminary valuation.

The step-down was fully amortized as a non-cash credit to cost of sales during the first fiscal quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.

During the three months ended March 30, 2024, the Company incurred approximately $ 0.1 million of legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Net Income.

Total of $ 3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023.

These costs were reflected as other non-segment costs.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Western Automation as though the acquisition had occurred as of January 2, 2022.

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

(in thousands, except per share amounts) Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Dortmund Fab as though the acquisition had occurred as of December 31, 2023.

The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Dortmund Fab acquisition occurred as of December 31, 2023, or of future consolidated operating results.

(in thousands, except per share amounts) Three Months Ended March 29, 2025 Three Months Ended March 30, 2024

Net sales $ 554,307 $ 546,901

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

(in thousands) Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Amortization (a) $ — $ ( 479 )

Transaction costs (b) ( 224 ) 1,203

(in thousands) Three Months Ended March 29, 2025 Three Months Ended March 30, 2024

Amortization of unfavorable production contract (a) $ — $ 756

Amortization of inventory step-down (b) ( 504 ) 510

Depreciation ( 276 )

Amortization (c) ( 94 )

Transaction costs (d) ( 37 ) ( 469 )

Income tax benefit (expense) of above items 162 ( 128 )

(a) The amortization adjustment for the nine months ended September 30, 2023 primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b) The transaction cost adjustments reflect the reversal of certain legal and professional fees from the three and nine months ended September 30, 2023.

The components of inventories at September 28, 2024 and December 30, 2023 are as follows:

(in thousands) September 28, 2024 December 30, 2023

(a) The amortization of the unfavorable production contract during the three months ended March 30, 2024 results from the fair value assigned to the unfavorable production contract liability that is amortized over three years.

(b) The amortization of the inventory step-down adjustment reflects the reversal of the amount recognized during the three months ended March 29, 2025, and the recognition of the amortization during the three months ended March 30, 2024.

The inventory step-down was fully amortized over two months as the inventory was sold.

(c) The amortization adjustment for the three months ended March 30, 2024 primarily reflects amortization resulting from the measurement of intangibles at their fair values.

(d) The transaction costs adjustment reflects certain legal and professional fees for the three months ended March 29, 2025 and three months ended March 30, 2024, respectively.

The components of inventories at March 29, 2025 and December 28, 2024 were as follows:

(in thousands) March 29, 2025 December 28, 2024

Raw materials $ 192,382 $ 193,788

3 unchanged sentences

Total $ 417,102 $ 416,273

Property, Plant, and Equipment

The components of net property, plant, and equipment at September 28, 2024 and December 30, 2023 are as follows:

(in thousands) September 28, 2024 December 30, 2023

Property, Plant, and Equipment, net

The components of net property, plant, and equipment at March 29, 2025 and December 28, 2024 were as follows:

(in thousands) March 29, 2025 December 28, 2024

Land and land improvements $ 18,012 $ 17,593

1 unchanged sentence

Machinery and equipment 935,644 892,940

Accumulated depreciation ( 633,751 ) ( 590,883 )

Accumulated depreciation and amortization ( 642,812 ) ( 625,906 )

Total $ 510,336 $ 477,068

The Company recorded depreciation expense of $ 17.3 million and $ 17.9 million for the three months ended September 28, 2024 and September 30, 2023, respectively, and $ 51.0 million and $ 53.5 million for the nine months ended September 28, 2024 and September 30, 2023, respectively.

The Company recorded depreciation expense of $ 18.4 million and $ 16.7 million for the three months ended March 29, 2025 and March 30, 2024, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Net Income.

Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill by segment for the nine months ended September 28, 2024 are as follows:

The amounts for goodwill and c hanges in the carrying value of goodwill by segment for the three months ended March 29, 2025 were as follows:

(in thousands) Electronics Transportation Industrial Total

6 unchanged sentences

Changes during 2025:

Additions (a) 57,439 — — 57,439

Foreign currency translation adjustments 18,252 1,740 2,008 22,000

Net goodwill as of September 28, 2024

Gross goodwill as of September 28, 2024

Net goodwill as of March 29, 2025

Gross goodwill as of March 29, 2025

982,562 235,960 177,263 1,395,785

Accumulated impairment losses as of September 28, 2024

Accumulated impairment losses as of March 29, 2025

— ( 42,579 ) ( 45,265 ) ( 87,844 )

Total $ 982,562 $ 193,381 $ 131,998 $ 1,307,941

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

As of September 28, 2024

(a) The additions resulted from the acquisition of Dortmund Fab.

The components of intangible assets as of March 29, 2025 and December 28, 2024 were as follows:

As of March 29, 2025

(in thousands) Gross

5 unchanged sentences

Total $ 964,214 $ 488,569 $ 475,645

December 30, 2023

As of December 28, 2024

(in thousands) Gross

4 unchanged sentences

Total $ 950,414 $ 468,296 $ 482,118

During the three months ended September 28, 2024 and September 30, 2023, the Company recorded amortization expense of $ 15.9 million and $ 16.0 million, respectively.

During the nine months ended September 28, 2024 and September 30, 2023, the Company recorded amortization expense of $ 47.4 million and $ 49.8 million, respectively.

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

During the three months ended March 29, 2025 and March 30, 2024, the Company recorded amortization expense of $ 14.3 million and $ 15.8 million, respectively.

During the three months ended March 29, 2025, the Company recorded additions to intangible assets of $ 1.8 million related to the Dortmund Fab acquisition, the components of which were as follows:

(in thousands)

Weighted Average Useful Life Amount

Customer relationships, trademarks, and tradenames 5 $ 1,800

Total $ 1,800

Estimated annual amortization expense related to intangible assets with definite lives as of March 29, 2025 was as follows:

(in thousands)

Remainder of 2025 $ 43,680

2 unchanged sentences

Accrued Liabilities

The components of accrued liabilities as of September 28, 2024 and December 30, 2023 are as follows:

(in thousands) September 28, 2024 December 30, 2023

The components of accrued liabilities as of March 29, 2025 and December 28, 2024 were as follows:

(in thousands) March 29, 2025 December 28, 2024

Employee-related liabilities $ 57,350 $ 67,639

1 unchanged sentence

Other non-income taxes 8,152 7,022

Interest 5,311 6,387

Restructuring liability 7,044 4,624

Professional services 5,924 6,613

Interest 4,628 8,131

Other customer reserves 3,388 3,450

Restructuring liability 4,461 2,141

Current hedge liability 4,307 —

Deferred revenue 2,575 1,557

Current hedge liability 1,848 4,067

Current benefit liability 1,514 1,514

5 unchanged sentences

Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment, and other charges for the three and nine months ended September 28, 2024 and September 30, 2023 as follows:

Three Months Ended September 28, 2024 Nine Months Ended September 28, 2024

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

The Company recorded restructuring, impairment, and other charges for the three months ended March 29, 2025 and March 30, 2024 as follows:

Three Months Ended March 29, 2025

(in thousands) Electronics Transportation Industrial Total

Employee terminations $ 4,804 $ 3,132 $ 412 $ 8,348

3 unchanged sentences

Total $ 5,451 $ 3,155 $ 413 $ 9,019

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

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

Three Months Ended March 30, 2024

(in thousands) Electronics Transportation Industrial Total

Employee terminations $ 544 $ 1,190 $ 435 $ 2,169

3 unchanged sentences

Total $ 596 $ 2,201 $ 440 $ 3,237

For the three and nine months ended September 28, 2024, the Company recorded total restructuring charges of $ 1.8 million and $ 9.4 million, respectively, primarily for employee termination costs.

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

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

For the three and nine months ended September 30, 2023, the Company recorded total restructuring charges of $ 3.7 million and $ 8.5 million, respectively, primarily for employee termination costs.

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

During the third quarter of 2023, the Company recognized a $ 0.8 million impairment charge substantially related to certain patents in a business within the Industrial segment.

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

The restructuring reserves as of September 28, 2024 and December 30, 2023 are $ 4.5 million and $ 2.1 million, respectively.

For the three months ended March 29, 2025, the Company recorded total restructuring charges of $ 8.9 million, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and corporate support functions for the semiconductor business within the Electronics segment, and across all businesses within the Transportation segment.

In addition, during the first fiscal quarter of 2025, the Company recognized a $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.

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

These charges primarily related to the reorganization of certain manufacturing, selling and

administrative functions within the Transportation segment’s commercial vehicle business, and the reorganization of certain selling and administrative functions within the Electronics and Industrial segments.

In addition, during the first fiscal 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 restructuring reserves as of March 29, 2025 and December 28, 2024 were $ 7.0 million and $ 4.6 million, respectively.

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

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

The carrying amounts of debt at September 28, 2024 and December 30, 2023 are as follows:

(in thousands) September 28, 2024 December 30, 2023

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

The carrying amounts of debt at March 29, 2025 and December 28, 2024 were as follows:

(in thousands) March 29, 2025 December 28, 2024

Revolving credit facility $ 100,000 $ 100,000

1 unchanged sentence

Euro Senior Notes, Series B due 2028 102,557 98,928

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

Senior Notes, Series A due 2025 — 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

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

During the nine months ended September 28, 2024, the Company made payments of $ 3.8 million on its term loan.

The revolving loan and term loan balance under the Credit Facility was $ 100.0 million and $ 285.0 million, respectively, as of September 28, 2024.

During the three months ended March 29, 2025, the Company made term loan payments of $ 3.8 million.

The revolving loan and term loan balances under the Credit Facility were $ 100.0 million and $ 277.5 million, respectively, as of March 29, 2025.

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

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

As of September 28, 2024, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 6.60 %, and 4.13 % on the hedged portion.

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

As of September 28, 2024, the Company was in compliance with all covenants under the Credit Agreement.

As of March 29, 2025, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 5.42 %, and 4.13 % on the hedged portion.

As of March 29, 2025, the Company had $ 0.1 million outstanding letters of credit and had $ 599.9 million of borrowing capacity available under the revolving credit facility.

As of March 29, 2025, 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”).

During the fourth quarter of 2023, the Company paid off € 117 million of Euro Senior Notes, Series A due on December 8, 2023.

During the fiscal year ended December 30, 2023, the Company paid off € 117 million of Euro Senior Notes, Series A due on December 8, 2023.

Interest on the Euro Senior Notes due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.

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Senior Notes, Series B due 2027”) were funded.

During the first quarter of 2022, the Company paid off $ 25 million of U.S.

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

Senior Notes, Series A due on February 15, 2022.

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Senior Notes due 2025 and 2030”) were funded.

During the first fiscal quarter of 2025, the Company paid off $ 50 million of U.S.

Senior Notes, Series A, due February 15, 2025.

Interest on the U.S.

Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.

Senior Notes, series B due 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.

On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.

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

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

The Senior Notes have not been registered under the Securities Act of 1933 ("Securities Act"), or applicable state securities laws.

The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.

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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.

As of September 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 note holders and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Interest paid on all Company debt was $ 10.5 million and $ 11.9 million for the three months ended September 28, 2024 and September 30, 2023, respectively, and $ 30.1 million and $ 33.2 million for the nine months ended September 28, 2024 and September 30, 2023, respectively.

As of March 29, 2025, 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 note holders and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Interest paid on all Company debt was $ 12.2 million and $ 13.2 million for the three months ended March 29, 2025 and March 30, 2024, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

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.

There were no transfers in or out of Level 1, Level 2 and Level 3 during the period.

There were no transfers in or out of Level 1, Level 2 or Level 3 during the period.

Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.

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Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings and are highly liquid.

The Company classified cash equivalents as Level 1 and are valued at cost which approximates fair value.

The Company classified cash equivalents as Level 1 and were valued at cost which approximates fair value.

Investments in Equity Securities

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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 July 2024 collars mature in August 2025 at a weighted-average ceiling of 19.435 and a weighted-average floor of 18.000 .

The August 2024 collars mature in September 2025 at a weighted-average ceiling of 21.000 and a weighted-average floor of 19.655 .

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 trade entry date, maturity date, weighted-average floor, and weighted-average ceiling for each collar trade was as follows:

Trade Entry Date Trade Maturity Date Weighted-Average Floor Weighted-Average Ceiling

July 3, 2024 August 29, 2025 18.0000 19.4350

August 5, 2024 September 29, 2025 19.6550 21.0000

September 3, 2024 November 3, 2025 20.0820 21.7571

September 30, 2024 November 26, 2025 19.8700 21.3650

November 4, 2024 January 2, 2026 20.1200 21.6900

December 3, 2024 February 2, 2026 20.4250 22.0377

January 2, 2025 March 2, 2026 20.8000 21.9082

February 6, 2025 March 30, 2026 20.5300 22.0000

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 three months ended September 28, 2024 , the Company recorded a pre-tax unrealized loss on the collars of $ 4.0 million.

The Company estimates that approximately $ 4.2 million of pre-tax losses currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three months ended March 29, 2025 , the Company recorded a pre-tax unrealized gain on the collars of $ 2.4 million.

As of March 29, 2025, the Company estimates that approximately $ 1.1 million of pre-tax losses recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

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

No amount of ineffectiveness was included in net income for the three months ended September 28, 2024.

No amount of ineffectiveness was included in net income for the three months ended March 29, 2025.

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

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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 u ntil the underlying transactions are recognized in earnings.

For the three and nine months ended September 28, 2024 , the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 5.9 million and $ 3.3 million, respectively.

The Company estimates that approximately $ 1.8 million of pre-tax gain currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three months ended March 29, 2025, the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 2.3 million.

As of March 29, 2025, the Company estimates that approximately $ 2.3 million of pre-tax gain 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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In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives.

Derivatives Not Designated as Hedging Instruments

On July 14, 2022, the Company entered into a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Euro and U.S.

dollar on its Euro denominated Senior Notes, Series A due 2023.

The notional value of the forward contract at July 14, 2022 was € 117.0 million and expired on December 7, 2023 with the final settlement value of $ 6.3 million which the Company used to convert USD to Euro to pay down the € 117.0 million of Euro Senior Notes, Series A due 2023.

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

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

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

The Company does not enter into derivative financial instruments for trading purposes.

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

(in thousands) Condensed Consolidated Balance Sheet Classification September 28, 2024 December 30, 2023

As of March 29, 2025 and December 28, 2024, the fair values of the Company's derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:

(in thousands) Condensed Consolidated Balance Sheets Classification March 29, 2025 December 28, 2024

Derivatives designated as hedging instruments

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Other long-term liabilities — 2

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three and nine months ended September 28, 2024 and September 30, 2023 were as follows:

Three Months Ended Nine Months Ended

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

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three months ended March 29, 2025 and March 30, 2024 were as follows:

Three Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Net Income March 29, 2025 March 30, 2024

Derivatives designated as cash flow hedges

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Zero cost collar agreement Cost of sales 1,480 —

Derivatives not designated as hedging instruments

Foreign exchange forward contract Foreign exchange loss $ — $ 4,310 $ — $ 3,226

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2024 and September 30, 2023 was as follows:

Three Months Ended Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Zero cost collar agreement Selling, general, and administrative expenses $ 121 —

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 29, 2025 and March 30, 2024 were as follows:

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Derivatives designated as cash flow hedges

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

There we re no changes during the quarter ended September 28, 2024 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of September 28, 2024 and December 30, 2023, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

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

There we re no changes during the quarter ended March 29, 2025 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of March 29, 2025 and December 28, 2024, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of March 29, 2025:

Fair Value Measurements Using

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

The Company’s revolving and term loan debt facilities' fair values approximate book value at September 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 September 28, 2024 and December 30, 2023 were as follows:

September 28, 2024 December 30, 2023

The Company’s revolving and term loan debt facilities' fair values approximate book value at March 29, 2025 and December 28, 2024, as the rates on these borrowings are variable in nature.

The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill.

The Company utilizes Level 3 inputs in the determination of the initial fair value.

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 March 29, 2025 and December 28, 2024 were as follows:

March 29, 2025 December 28, 2024

(in thousands) Carrying

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Euro Senior Notes, Series B due 2028 $ 102,557 $ 95,548 $ 98,928 $ 91,741

USD Senior Notes, Series B due 2027 100,000 97,967 100,000 96,127

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

USD Senior Notes, Series B due 2027 100,000 97,511 100,000 96,623

USD Senior Notes, Series B due 2030 125,000 116,960 125,000 114,786

USD Senior Notes, due 2032 100,000 92,877 100,000 91,175

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

The components of net periodic benefit cost for the three and nine months ended September 28, 2024 and September 30, 2023 were as follows:

For the Three Months Ended For the Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

The components of net periodic benefit cost for the three months ended March 29, 2025 and March 30, 2024 were as follows:

For the Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Components of net periodic benefit cost:

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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.

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.

On October 4, 2024, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company is 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 hand.

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

The Company recorded expense of $ 0.6 million and $ 0.4 million for the three months ended September 28, 2024 and September 30, 2023 , respectively, and $ 2.0 million and $ 1.1 million for the nine months ended September 28, 2024 and September 30, 2023, respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Net Income.

The pre-tax (gains) losses amount recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were $ 0.3 million and nominal for the three months ended September 28, 2024 and September 30, 2023, respectively, and $ 0.9 million and $( 0.1 ) million for the nine months ended September 28, 2024 and September 30, 2023, respectively.

The Company recorded expense of $ 0.7 million for both of the three months ended March 29, 2025 and March 30, 2024 , respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Net Income.

The pre-tax losses amount recognized in other comprehensive income (loss) for these plans were $ 0.4 million and $ 0.3 million for the three months ended March 29, 2025 and March 30, 2024, respectively.

Other Comprehensive Income (Loss)

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(in thousands) Three Months Ended

September 28, 2024 Three Months Ended

September 30, 2023

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

Defined benefit pension plan and other adjustments $ 205 $ ( 14 ) $ 191 $ ( 3 ) $ — $ ( 3 )

Cash flow hedges ( 9,860 ) 1,563 ( 8,297 ) 2,034 ( 488 ) 1,546

Foreign currency translation adjustments (a) 66,331 ( 1,832 ) 64,499 ( 4,301 ) 624 ( 3,677 )

Total change in other comprehensive income (loss) $ 56,676 $ ( 283 ) $ 56,393 $ ( 2,270 ) $ 136 $ ( 2,134 )

(in thousands) Nine Months Ended

September 28, 2024 Nine Months Ended

September 30, 2023

March 29, 2025 Three Months Ended

March 30, 2024

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

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and are not permanently reinvested.

The following tables set forth the changes i n accumulated other comprehensive income (loss) by compon ent for the nine months ended September 28, 2024 and September 30, 2023:

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

translation adjustment Accumulated other

The following tables set forth the changes i n the components of accumulated other comprehensive income (loss) by compon ent for the three months ended March 29, 2025 and March 30, 2024:

(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Foreign currency

translation adjustments Accumulated other

comprehensive loss

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Activity in the period 219 588 36,790 37,597

Balance at September 28, 2024 $ ( 6,752 ) $ ( 1,941 ) $ ( 42,089 ) $ ( 50,782 )

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

Balance at March 29, 2025 $ ( 10,290 ) $ 1,889 $ ( 100,363 ) $ ( 108,764 )

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

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

Activity in the period 344 1,926 ( 32,561 ) ( 30,291 )

Balance at September 30, 2023 $ ( 2,349 ) $ 8,737 $ ( 105,914 ) $ ( 99,526 )

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and nine months ended September 28, 2024 and September 30, 2023 were as follows:

Three Months Ended Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

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

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three months ended March 29, 2025 and March 30, 2024 were as follows:

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Pension and postemployment plans:

Amortization of prior service and net actuarial loss (gain) $ 323 $ ( 11 ) $ 1,026 $ ( 33 )

Amortization of prior service and net actuarial loss, and other $ 421 $ 356

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

The effective tax rate for the three and nine months ended September 28, 2024 was 25.3 % and 21.9 %, respectively, compared to the effective tax rate for the three and nine months ended September 30, 2023 of 23.3 % and 19.7 %, respectively.

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

The effective tax rates for the three months ended September 28, 2024 and September 30, 2023 are higher than the statutory tax rate primarily due to the impact of foreign exchange losses with no related tax benefit.

Additionally, for the 2024 period, the effective tax rate was also higher due to the proportion of pre-tax income that is earned in higher tax jurisdictions.

The effective tax rate for the nine months ended September 28, 2024 is higher than the statutory tax rate primarily due to the proportion of pre-tax income that is earned in higher tax jurisdictions, partially offset by previously unrecognized tax benefits recognized in the first quarter due to the lapse in the statute of limitations.

The effective tax rate for the nine months ended September 30, 2023 is lower than the statutory tax rate primarily due to income earned in lower tax jurisdictions.

The effective tax rate for the three months ended March 29, 2025 was 27.3 %, compared to the effective tax rate for the three months ended March 30, 2024 of 13.0 %.

The effective tax rate for 2025 is higher than the effective tax rate for the comparable 2024 period primarily due to the lapse in the statute of limitations for previously unrecognized tax benefits in the first fiscal quarter of 2024 which favorably impacted the 2024 effective tax rate by 10.6 %.

The effective tax rate for 2025 is higher than the statutory tax rate primarily due to losses in non-US jurisdictions with no related tax benefit, and the effective tax rate for 2024 is lower than the statutory tax rate primarily due to the lapse in statute of limitations for previously unrecognized tax benefits.

Earnings Per Share

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

Three Months Ended Nine Months Ended

(in thousands, except per share amounts) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Three Months Ended

(in thousands, except per share amounts) March 29, 2025 March 30, 2024

Net income as reported $ 43,571 $ 48,452

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Diluted earnings per share $ 1.75 $ 1.93

Potential shares of common stock relating to stock options and restricted share units are excluded from the earnings per share calculation because their effect would be anti-dilutive were 124,197 and 80,828 for the three months ended September 28, 2024 and September 30, 2023, respectively, and 136,635 and 106,156 for the nine months ended September 28, 2024 and September 30, 2023, respectively.

Potential shares of common stock attributable to stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 340,710 and 175,411 for the three months ended March 29, 2025 and March 30, 2024, respectively.

Share Repurchase Program

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

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

The Company did no t repurchase shares of its common stock for the three months ended September 28, 2024.

During the nine months ended September 28, 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.

The Company did no t repurchase shares of its common stock for the three and nine months ended September 30, 2023.

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

During the three months ended March 29, 2025, the Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program.

During the three months ended March 30, 2024, the Company repurchased 70,280 shares of its common stock totaling $ 16.1 million pursuant to the 2021 program.

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.

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

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 comparable prior periods.

Segment information is summarized as follows:

Three Months Ended Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Electronics $ 307,249 $ 291,105

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Total net sales $ 554,307 $ 535,385

Depreciation and amortization

Other segment expenses (b)

Electronics $ 260,483 $ 253,302

1 unchanged sentence

Industrial 72,122 69,117

Total depreciation and amortization $ 33,170 $ 33,909 $ 98,443 $ 103,283

Operating income (loss)

Total other segment expenses $ 475,550 $ 476,580

Segment operating income

Electronics $ 46,766 $ 37,803

1 unchanged sentence

Industrial 13,074 4,796

Total segment operating income 78,757 58,805

( 8,607 ) ( 3,853 )

1 unchanged sentence

Interest expense 8,875 9,611

Foreign exchange loss 9,630 11,776 4,273 8,697

Foreign exchange loss (gain) 4,843 ( 5,042 )

Other income, net ( 3,515 ) ( 5,321 )

Income before income taxes $ 59,947 $ 55,704

(a) Included in “Other” Operating income for the third quarter of 2024 includes $ 1.8 million ($ 9.4 million year-to-date) of restructuring charges primarily related to employee termination cost, and $ 1.0 million ($ 2.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

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.

(a) Included in "Other" Operating income for the first fiscal quarter of 2025 was $ 8.9 million of restructuring charges primarily related to employee termination costs, and $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.

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

During the third quarter of 2024, the Company recorded a gain of $ 0.5 million related to the sale of a land use right within the Electronics segment.

In addition, the Company recognized a gain of $ 1.0 million for the sale of two buildings within the Transportation segment during the first half of 2024.

Included in “Other” Operating income for the third quarter of 2023 was $ 3.7 million ($ 8.5 million year-to-date) of restructuring charges, primarily related to employee termination costs, and $ 1.8 million ($ 9.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the third quarter of 2023, the Company recognized a $ 0.8 million impairment charge substantially related to certain patents in a business within the Industrial segment.

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

During the first fiscal quarter of 2025, the Company recognized $ 0.5 million of purchase accounting inventory step-down adjustment, and $ 0.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisition.

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

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

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

(b) 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.

Other segment operating expenses for the first fiscal quarter of 2024 were included in order to adhere to the implementation of Accounting Standards Updates ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures."

The Company’s depreciation and amortization expenses by segment for the three months ended March 29, 2025 and March 30, 2024 were as follows:

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Electronics $ 11,410 $ 9,985

Transportation 5,499 5,247

Industrial 1,521 1,436

Total depreciation $ 18,430 $ 16,668

Electronics $ 9,777 $ 9,856

Transportation 3,349 3,384

Industrial 1,205 2,585

Total amortization $ 14,331 $ 15,825

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

Three Months Ended Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

United States $ 198,378 $ 190,433

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Total net sales $ 554,307 $ 535,385

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

(in thousands) September 28, 2024 December 30, 2023

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

The Company's long-lived assets were as follows:

(in thousands) March 29, 2025 December 28, 2024

Long-lived assets

6 unchanged sentences

Total long-lived assets $ 510,336 $ 477,068

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

Nine Months Ended

(in thousands) September 28, 2024 September 30, 2023

The Company’s additions to net property, plant, and equipment by country were as follows:

Three Months Ended

(in thousands) March 29, 2025 March 30, 2024

Additions to long-lived assets

6 unchanged sentences

Total additions to long-lived assets $ 16,327 $ 16,324

(a) Each country included in other countries is less than 10% of net sales.

(a) Each country included in other countries was less than 10% of net sales.

Commitments and Contingencies

Off-Balance Sheet Arrangements

As of September 28, 2024, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

As of March 29, 2025, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

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

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These estimates require the application of considerable judgment and are refined each accounting period as additional information becomes known.

If the Company is initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized.

If the Company is initially unable to develop a best estimate of loss, the minimum amount, which could be an immaterial amount, is recognized.

As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, resulting in additional loss provisions.

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Pending Litigation and Claims

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

There were no material pending litigation or claims outstanding as of March 29, 2025.

Related Party Transactions

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

Three Months Ended September 28, 2024 Three Months Ended September 30, 2023

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

Sales to related party $ 0.3 $ — $ — $ 0.5 $ — $ —

Purchase material/service from related party 0.6 0.2 0.6 1.2 0.1 2.0

Nine Months Ended September 28, 2024 Nine Months Ended September 30, 2023

Three Months Ended March 29, 2025 Three Months Ended March 30, 2024

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

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Purchase material/service from related party 0.5 0.2 1.9 1.2 0.2 2.1

September 28, 2024 December 30, 2023

March 29, 2025 December 28, 2024

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

Accounts receivable balance $ 0.1 $ — $ — $ — $ — $ —

Accounts payable balance 0.1 0.1 0.9 0.7 0.1 0.7

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

What changed 10-Q

Item 1. Financial Statements