What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-30 · 207 added, 140 removed, 718 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

2025 December 28,

2 unchanged sentences

Short-term investments 298 976

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

Trade receivables, less allowances of $ 73,121 and $ 69,990 at June 28, 2025 and December 28, 2024, respectively

363,574 294,371

28 unchanged sentences

34,000,000 shares authorized;

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

shares issued, June 28, 2025– 26,861,528 ;

December 28, 2024– 26,758,730

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

Three Months Ended

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

2025 March 30,

Three Months Ended Six Months Ended

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

2025 June 29,

2024 June 28,

2025 June 29,

Net sales $ 613,413 $ 558,489 $ 1,167,720 $ 1,093,874

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in thousands) March 29,

2025 March 30,

Three Months Ended Six Months Ended

(in thousands) June 28,

2025 June 29,

2024 June 28,

2025 June 29,

Net income $ 57,342 $ 45,466 $ 100,913 $ 93,918

6 unchanged sentences

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

(in thousands) June 28, 2025 June 29, 2024

OPERATING ACTIVITIES

25 unchanged sentences

Payments of term loan ( 7,500 ) ( 3,750 )

Net proceeds related to stock-based award activities 2,082 1,364

Repurchases of common stock ( 27,374 ) ( 16,131 )

Net proceeds (payments) related to stock-based award activities 552 ( 997 )

Repurchases of common stock, with excise tax ( 27,553 ) ( 40,862 )

Cash dividends paid ( 34,677 ) ( 32,330 )

29 unchanged sentences

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

Net income — — — — 57,342 — 57,342

Other comprehensive loss, net of tax — — — 97,913 — — 97,913

Stock-based compensation — 8,592 — — — — 8,592

Non-controlling interest — ( 3,023 ) — — ( 57 ) 190 ( 2,890 )

Withheld shares on restricted share units for withholding taxes — — ( 4,011 ) — — — ( 4,011 )

Stock options exercised 1 2,482 — — — — 2,483

Repurchase of common stock, with excise tax — — 123 — — — 123

Cash dividends paid ($ 0.70 per share)

— — — — ( 17,342 ) — ( 17,342 )

Balance at June 28, 2025 $ 263 $ 1,064,128 $ ( 336,927 ) $ ( 10,851 ) $ 1,881,737 $ 615 $ 2,598,965

Littelfuse, Inc.

14 unchanged sentences

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

Net income — — — — 45,466 — 45,466

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

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

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

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

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

Repurchases 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

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 months ended March 29, 2025 and March 30, 2024:

Three Months Ended March 29, 2025

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 28, 2025 and June 29, 2024:

Three Months Ended June 28, 2025 Six Months Ended June 28, 2025

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Total Electronics

Segment Transportation

Segment Industrial

Electronics – Semiconductor $ 166,967 $ — $ — $ 166,967 $ 325,256 $ — $ — $ 325,256

5 unchanged sentences

Total $ 335,666 $ 179,400 $ 98,347 $ 613,413 $ 642,915 $ 341,262 $ 183,543 $ 1,167,720

Three Months Ended March 30, 2024

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

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Segment Transportation

Segment Industrial

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

26 unchanged sentences

When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference between the contracted price and the lower approved price.

The Company establishes reserves for this program based on historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

The Company establishes reserves for this program based on

historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

Return to Stock

7 unchanged sentences

Cash, Cash Equivalents, and Restricted Cash

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

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 28, 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) June 28, 2025 December 28, 2024

Cash and cash equivalents $ 685,184 $ 724,924

19 unchanged sentences

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

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

The Company may

be affected by one or more of those amendments.

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

25 unchanged sentences

Other long-term liabilities ( 15,502 )

All Dortmund assets and liabilities were recorded in the Electronics segment and are primarily reflected in the Europe geographic area.

All Dortmund Fab 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.

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

During the three months ended June 28, 2025, the Company recorded measurement period adjustments to decrease other current assets of $ 0.2 million and deferred tax liability of $ 0.1 million.

As a result of these adjustments, goodwill was increased by $ 0.1 million accordingly.

In addition, the Company made a reclassification adjustment of $ 0.8 million between current liabilities and other long-term liabilities.

The total impact of the adjustment to Cost of sales was $ 0.2 million in the three months ended June 28, 2025.

Included in the Company’s Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2025 were net sales of $ 13.4 million and $ 23.5 million, respectively, and loss before income taxes was $ 2.5 million and $ 2.4 million, respectively, since the December 31, 2024 acquisition of Dortmund Fab.

As required by purchase accounting guidance, 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.

During the six months ended June 29, 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.

A 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.

2 unchanged sentences

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

For the Three Months Ended For the Six Months Ended

(in thousands, except per share amounts) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net sales $ 613,413 $ 570,489 $ 1,167,720 $ 1,117,390

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

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

For the Three Months Ended For the Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Amortization of unfavorable production contract (a) $ — $ 567 $ — $ 1,135

3 unchanged sentences

Transaction costs (d) — 16 ( 37 ) ( 380 )

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

(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.

Income tax (expense) benefit of above items — ( 65 ) 162 ( 158 )

(a) The amortization of the unfavorable production contract during the three and six months ended June 29, 2024 results from the fair value assigned to the unfavorable production contract liability that is amortized over four years.

(b) The amortization of the inventory step-down adjustment reflects the reversal of the amount recognized during the six months ended June 28, 2025, and the recognition of the amortization during the six months ended June 29, 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

(c) The amortization adjustment for the three and six months ended June 29, 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 six months ended June 28, 2025 and three and six months ended June 29, 2024, respectively.

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

(in thousands) June 28, 2025 December 28, 2024

Raw materials $ 186,682 $ 193,788

4 unchanged sentences

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

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

(in thousands) June 28, 2025 December 28, 2024

Land and land improvements $ 18,932 $ 17,593

3 unchanged sentences

Total $ 516,517 $ 477,068

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.

The Company recorded depreciation expense of $ 19.4 million and $ 17.1 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 37.8 million and $ 33.7 million for the six months ended June 28, 2025 and June 29, 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

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:

The amounts for goodwill and changes in the carrying value of goodwill by segment for the six months ended June 28, 2025 were as follows:

(in thousands) Electronics Transportation Industrial Total

8 unchanged sentences

Foreign currency translation adjustments 60,344 6,206 6,836 73,386

Net goodwill as of March 29, 2025

Gross goodwill as of March 29, 2025

Net goodwill as of June 28, 2025

Gross goodwill as of June 28, 2025

1,024,749 242,438 185,578 1,452,765

Accumulated impairment losses as of March 29, 2025

Accumulated impairment losses as of June 28, 2025

— ( 44,591 ) ( 48,752 ) ( 93,343 )

1 unchanged sentence

(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

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

As of June 28, 2025

(in thousands) Gross

12 unchanged sentences

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

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:

During the three months ended June 28, 2025 and June 29, 2024, the Company recorded amortization expense of $ 14.9 million and $ 15.7 million, respectively.

During the six months ended June 28, 2025 and June 29, 2024, the Company recorded amortization expense of $ 29.2 million and $ 31.6 million, respectively.

During the six months ended June 28, 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)

2 unchanged sentences

Total $ 1,800

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

Estimated annual amortization expense related to intangible assets with definite lives as of June 28, 2025 was as follows:

(in thousands)

3 unchanged sentences

Accrued Liabilities

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

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

(in thousands) June 28, 2025 December 28, 2024

Employee-related liabilities $ 77,625 $ 67,639

1 unchanged sentence

Other non-income taxes 7,736 7,022

Restructuring liability 7,044 4,624

Professional services 5,924 6,613

Interest 7,391 8,131

Professional services 5,138 6,613

Restructuring liability 4,707 4,624

Other customer reserves 3,666 3,450

Deferred revenue 3,005 1,557

Current hedge liability 1,848 4,067

Current benefit liability 1,514 1,514

Current hedge liability 36 4,067

Other 32,732 29,759

4 unchanged sentences

Restructuring, Impairment, and Other Charges

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

The Company recorded restructuring, impairment, and other charges for the three and six months ended June 28, 2025 and June 29, 2024 as follows:

Three Months Ended June 28, 2025 Six Months Ended June 28, 2025

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

Employee terminations $ 1,100 $ 1,350 $ 24 $ 2,474 $ 5,904 $ 4,482 $ 436 $ 10,822

3 unchanged sentences

Total $ 1,107 $ 1,375 $ 24 $ 2,506 $ 6,558 $ 4,530 $ 437 $ 11,525

Three Months Ended March 30, 2024

(in thousands) Electronics Transportation Industrial Total

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

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

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

3 unchanged sentences

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

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.

For the three and six months ended June 28, 2025, the Company recorded total restructuring charges of $ 2.5 million and $ 11.4 million, respectively, primarily for employee termination costs.

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

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

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

In addition, during the first 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 restructuring reserves as of June 28, 2025 and December 28, 2024 were $ 5.0 million and $ 4.6 million, respectively.

The restructuring liability as of June 28, 2025 was $ 4.7 million included within Accrued liabilities and $ 0.3 million within Other long-term liabilities in the Condensed Consolidated Balance Sheets.

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

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

(in thousands) June 28, 2025 December 28, 2024

Revolving credit facility $ 100,000 $ 100,000

25 unchanged sentences

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

During the three months ended March 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.

During the three and six months ended June 28, 2025, the Company made term loan payments of $ 3.8 million and $ 7.5 million, respectively.

The revolving loan and term loan balances under the Credit Facility were $ 100.0 million and $ 273.8 million, respectively, as of June 28, 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 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.

As of June 28, 2025, the effective interest rate on the unhedged portion of the outstanding borrowings under the credit facility was 5.68 %, and 4.13 % on the hedged portion.

As of June 28, 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 June 28, 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.

30 unchanged sentences

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

As of March 29, 2025, the Company was in compliance with all covenants under the Senior Notes.

As of June 28, 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.

Interest paid on all Company debt was $ 5.6 million and $ 6.4 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 17.8 million and $ 19.6 million for the six months ended June 28, 2025 and June 29, 2024, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Fair Value of Assets and Liabilities

33 unchanged sentences

February 6, 2025 March 30, 2026 20.5300 22.0000

April 9, 2025 June 1, 2026 20.9700 22.2355

May 1, 2025 June 29, 2026 19.6940 20.9700

June 4, 2025 August 3, 2026 19.3100 20.3437

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 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.

For the three and six months ended June 28, 2025, the Company recorded pre-tax unrealized gains on the collars of $ 7.0 million and $ 9.4 million, respectively.

As of June 28, 2025, the Company estimates that approximately $ 5.8 million of pre-tax gain 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 March 29, 2025.

No amount of ineffectiveness was included in net income for the three and six months ended June 28, 2025 .

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

6 unchanged sentences

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 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.

For the three and six months ended June 28, 2025 , the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 1.1 million and $ 3.4 million, respectively.

As of June 28, 2025, the Company estimates that approximately $ 2.1 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.

4 unchanged sentences

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

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

As of June 28, 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 June 28, 2025 December 28, 2024

Derivatives designated as hedging instruments

4 unchanged sentences

Designated as cash flow hedge Prepaid expenses and other current assets $ 5,376 $ 22

Other long-term assets 1 —

Accrued liabilities 36 4,067

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 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

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Net Income June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Derivatives designated as cash flow hedges

2 unchanged sentences

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

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Derivatives designated as cash flow hedges

4 unchanged sentences

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 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:

There we re no changes during the quarter ended June 28, 2025 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of June 28, 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 June 28, 2025:

Fair Value Measurements Using

24 unchanged sentences

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

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

The Company’s revolving and term loan debt facilities' fair values approximate book value at June 28, 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

The Company utilizes Level 3 inputs in the determination of the initial fair value for certain assets acquired and liabilities assumed in business acquisitions.

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 June 28, 2025 and December 28, 2024 were as follows:

June 28, 2025 December 28, 2024

(in thousands) Carrying

11 unchanged sentences

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

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

For the Three Months Ended

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

The components of net periodic benefit cost for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

For the Three Months Ended For the Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Components of net periodic benefit cost:

10 unchanged sentences

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

The Company recorded expense of $ 0.7 million 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.

The Company recorded expense of $ 0.7 million for each of the three months ended June 28, 2025 and June 29, 2024 , respectively, and $ 1.4 million for each of the six months ended June 28, 2025 and June 29, 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 June 28, 2025 and June 29, 2024, respectively, and $ 0.7 million and $ 0.6 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

Other Comprehensive Income (Loss)

1 unchanged sentence

(in thousands) Three Months Ended

March 29, 2025 Three Months Ended

March 30, 2024

June 28, 2025 Three Months Ended

June 29, 2024

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

3 unchanged sentences

Total change in other comprehensive income (loss) $ 100,423 $ ( 2,510 ) $ 97,913 $ ( 21,229 ) $ 162 $ ( 21,067 )

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

(in thousands) Six Months Ended

June 28, 2025 Six Months Ended

June 29, 2024

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

Defined benefit pension plan and other adjustments $ 378 $ 25 $ 403 $ 696 $ ( 26 ) $ 670

Cash flow hedges 5,963 455 6,418 2,511 ( 603 ) 1,908

Foreign currency translation adjustments (a) 132,101 ( 3,412 ) 128,689 ( 54,712 ) 776 ( 53,936 )

Total change in other comprehensive income (loss) $ 138,442 $ ( 2,932 ) $ 135,510 $ ( 51,505 ) $ 147 $ ( 51,358 )

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

tax associated with the foreign currency translation adjustments of earnings of non-U.S.

1 unchanged sentence

and are not permanently reinvested.

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:

The following tables set forth the changes i n the components of accumulated other comprehensive income (loss) by compon ent for the six months ended June 28, 2025 and June 29, 2024:

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

translation adjustments Accumulated other

comprehensive loss

comprehensive (loss) income

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

Activity in the period 403 6,418 128,689 135,510

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

Balance at June 28, 2025 $ ( 10,106 ) $ 7,719 $ ( 8,464 ) $ ( 10,851 )

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

1 unchanged sentence

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

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

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

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Pension and postemployment plans:

1 unchanged sentence

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

The effective tax rate for the three months ended March 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.

The effective tax rate for the three and six months ended June 28, 2025 was 26.7 % and 27.0 %, respectively, compared to the effective tax rate for the three and six months ended June 29, 2024 of 25.6 % and 19.6 %, respectively.

The effective tax rate for 2025 was higher than the effective tax rate for the comparable 2024 periods primarily due to increases in foreign exchange losses and losses in non-U.S.

jurisdictions with no related tax benefit, as compared to 2024.

The 2024 periods also recognized more favorable tax rate benefits due to lapses in the statute of limitations for previously unrecognized tax benefits, as compared to the 2025 periods.

The effective tax rates for three and six months ended June 28, 2025 were higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S.

jurisdictions with no related tax benefit.

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

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

On July 4, 2025, the United States has enacted into law the legislation formally titled “An Act to provide for reconciliation pursuant to title II of H.

14”, and commonly referred to as the One Big Beautiful Bill Act (“OBBB”).

The OBBB contains multiple business tax provisions, including the permanent extension of several expiring provisions of the Tax Cuts and Jobs Act and multiple modifications to the international tax framework, for which the Company is currently evaluating the impact on its Condensed Consolidated Financial Statements.

The legislation has multiple effective dates with certain provisions soon to be effective in 2025 and others to be implemented in future years, and the Company will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBB and the bill’s potential effect on the Company’s income taxes.

Earnings Per Share

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

Three Months Ended

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

Three Months Ended Six Months Ended

(in thousands, except per share amounts) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net income as reported $ 57,342 $ 45,466 $ 100,913 $ 93,918

6 unchanged sentences

Diluted earnings per share $ 2.30 $ 1.82 $ 4.05 $ 3.75

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.

Potential shares of common stock attributable to performance share units, stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 429,709 and 141,729 for the three months ended June 28, 2025 and June 29, 2024, respectively, and 347,711 and 129,096 for the six months ended June 28, 2025 and June 29, 2024, respectively.

Share Repurchase Program

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.

The Company did not repurchase any shares of its common stock for the three months ended June 28, 2025.

During th e six months ended June 28, 2025, t he Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program.

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

Segment Information

11 unchanged sentences

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.

9 unchanged sentences

• Industrial Segment:

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.

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

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

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Electronics $ 335,666 $ 305,639 $ 642,915 $ 596,744

18 unchanged sentences

Income before income taxes $ 78,214 $ 61,144 $ 138,161 $ 116,848

(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.

(a) Included in "Other" Operating income for the second fiscal quarter of 2025 was $ 2.5 million ($ 11.4 million year-to-date) of restructuring charges primarily related to employee termination costs.

During the first quarter of 2025, the Company recognized a $ 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 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.

In addition, during the second quarter of 2025, the Company recognized $ 1.5 million ($ 1.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the first quarter of 2025, the Company recognized a $ 0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.

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

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

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

In addition, during the first 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.

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

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

1 unchanged sentence

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.

Other segment operating expenses for the three and six months ended June 29, 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

The Company’s depreciation and amortization expenses by segment for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Electronics $ 12,552 $ 9,961 $ 23,962 $ 19,946

7 unchanged sentences

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

Three Months Ended

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

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

United States $ 219,480 $ 201,825 $ 417,858 $ 392,258

5 unchanged sentences

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

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

(in thousands) June 28, 2025 December 28, 2024

Long-lived assets

7 unchanged sentences

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

Six Months Ended

(in thousands) June 28, 2025 June 29, 2024

Additions to long-lived assets

9 unchanged sentences

Off-Balance Sheet Arrangements

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

As of June 28, 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.

27 unchanged sentences

Pending Litigation and Claims

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

There were no material pending litigation or claims outstanding as of June 28, 2025.

Related Party Transactions

9 unchanged sentences

(“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.

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

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

Three Months Ended June 28, 2025 Three Months Ended June 29, 2024

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

1 unchanged sentence

Purchase material/service from related party 0.6 0.5 1.4 1.2 0.2 0.8

March 29, 2025 December 28, 2024

Six Months Ended June 28, 2025 Six Months Ended June 29, 2024

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

Sales to related party $ 0.6 $ — $ — $ 0.9 $ — $ —

Purchase material/service from related party 1.1 0.7 3.3 2.4 0.4 2.9

June 28, 2025 December 28, 2024

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

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

Accounts payable balance — 0.1 0.6 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