Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
LITTELFUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data) June 28,
2025 December 28,
2024
ASSETS
Current assets:
Cash and cash equivalents (Note 1) $ 685,184 $ 724,924
Short-term investments 298 976
Trade receivables, less allowances of $ 73,121 and $ 69,990 at June 28, 2025 and December 28, 2024, respectively
363,574 294,371
Inventories (Note 3) 412,164 416,273
Prepaid income taxes and income taxes receivable 9,018 11,749
Prepaid expenses and other current assets 71,812 103,716
Total current assets 1,542,050 1,552,009
Net property, plant, and equipment (Note 4) 516,517 477,068
Intangible assets, net of amortization (Note 5) 474,177 482,118
Goodwill (Note 5) 1,359,422 1,228,502
Investments 21,602 23,245
Deferred income taxes 6,304 4,899
Right of use lease assets 89,161 72,211
Other long-term assets 56,648 51,727
Total assets $ 4,065,881 $ 3,891,779
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 181,902 $ 188,359
Accrued liabilities (Note 6) 154,531 148,276
Accrued income taxes 25,617 29,658
Current portion of long-term debt (Note 8) 17,692 67,612
Total current liabilities 379,742 433,905
Long-term debt, less current portion (Note 8) 792,524 788,502
Deferred income taxes 103,285 95,532
Accrued post-retirement benefits 33,179 29,836
Non-current lease liabilities 75,543 60,559
Other long-term liabilities 82,643 69,833
Total liabilities $ 1,466,916 $ 1,478,167
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, par value $ 0.01 per share: 34,000,000 shares authorized; shares issued, June 28, 2025– 26,861,528 ; December 28, 2024– 26,758,730
263 262
Additional paid-in capital 1,064,128 1,049,079
Treasury stock, at cost: 2,080,876 and 1,937,380 shares, respectively
( 336,927 ) ( 305,351 )
Accumulated other comprehensive loss ( 10,851 ) ( 146,361 )
Retained earnings 1,881,737 1,815,628
Littelfuse, Inc. shareholders’ equity 2,598,350 2,413,257
Non-controlling interest 615 355
Total equity 2,598,965 2,413,612
Total liabilities and equity $ 4,065,881 $ 3,891,779
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Unaudited)
Three Months Ended Six Months Ended
(in thousands, except per share data) June 28,
2025 June 29,
2024 June 28,
2025 June 29,
2024
Net sales $ 613,413 $ 558,489 $ 1,167,720 $ 1,093,874
Cost of sales 381,359 351,485 728,410 699,062
Gross profit 232,054 207,004 439,310 394,812
Selling, general, and administrative expenses 95,517 93,371 183,225 179,498
Research and development expenses 26,401 27,146 52,449 54,813
Amortization of intangibles 14,852 15,729 29,183 31,554
Restructuring, impairment, and other charges 2,506 5,252 11,525 8,489
Total operating expenses 139,276 141,498 276,382 274,354
Operating income 92,778 65,506 162,928 120,458
Interest expense 8,568 9,975 17,443 19,586
Foreign exchange loss (gain) 10,448 ( 315 ) 15,291 ( 5,357 )
Other income, net ( 4,452 ) ( 5,298 ) ( 7,967 ) ( 10,619 )
Income before income taxes 78,214 61,144 138,161 116,848
Income taxes 20,872 15,678 37,248 22,930
Net income $ 57,342 $ 45,466 $ 100,913 $ 93,918
Earnings per share:
Basic $ 2.32 $ 1.83 $ 4.08 $ 3.78
Diluted $ 2.30 $ 1.82 $ 4.05 $ 3.75
Weighted-average shares and equivalent shares outstanding:
Basic 24,755 24,822 24,760 24,867
Diluted 24,905 25,030 24,938 25,075
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended Six Months Ended
(in thousands) June 28,
2025 June 29,
2024 June 28,
2025 June 29,
2024
Net income $ 57,342 $ 45,466 $ 100,913 $ 93,918
Other comprehensive income (loss):
Pension and postemployment adjustments, net of tax 184 326 403 670
Cash flow hedges, net of tax 5,830 ( 18 ) 6,418 1,908
Foreign currency translation adjustments, net of tax 91,899 ( 21,375 ) 128,689 ( 53,936 )
Comprehensive income $ 155,255 $ 24,399 $ 236,423 $ 42,560
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
(in thousands) June 28, 2025 June 29, 2024
OPERATING ACTIVITIES
Net income $ 100,913 $ 93,918
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 37,805 33,719
Amortization of intangibles 29,183 31,554
Deferred revenue 2,844 ( 1,272 )
Impairment charges 136 933
Stock-based compensation 13,447 16,888
Loss on investments and other assets 2,027 1,148
Deferred income taxes ( 807 ) ( 12,427 )
Other 2,123 2,618
Changes in operating assets and liabilities:
Trade receivables ( 52,635 ) ( 36,474 )
Inventories 23,316 16,241
Accounts payable ( 7,001 ) 6,819
Accrued liabilities and income taxes ( 14,425 ) ( 28,829 )
Prepaid expenses and other assets 11,299 1,738
Net cash provided by operating activities 148,225 126,574
INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired ( 57,417 ) —
Purchases of property, plant, and equipment ( 32,999 ) ( 34,674 )
Net proceeds from sale of property, plant and equipment, and other 712 7,997
Net cash used in investing activities ( 89,704 ) ( 26,677 )
FINANCING ACTIVITIES
Payments of senior notes payable ( 50,000 ) —
Repayments of other debts ( 1,365 ) ( 1,351 )
Payments of term loan ( 7,500 ) ( 3,750 )
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 )
Net cash used in financing activities ( 120,543 ) ( 79,290 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 22,468 ( 14,434 )
(Decrease) increase in cash, cash equivalents, and restricted cash ( 39,554 ) 6,173
Cash, cash equivalents, and restricted cash at beginning of period 726,437 557,123
Cash, cash equivalents, and restricted cash at end of period $ 686,883 $ 563,296
Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:
Cash and cash equivalents $ 685,184 $ 561,742
Restricted cash included in other long-term assets 1,699 1,554
Cash paid during the period for interest 17,834 19,621
Capital expenditures, not yet paid 5,514 8,386
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. 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 income, net of tax — — — 37,597 — — 37,597
Stock-based compensation — 4,855 — — — — 4,855
Non-controlling interest — — — — ( 70 ) 70 —
Withheld shares on restricted share units for withholding taxes — — ( 62 ) — — — ( 62 )
Stock options exercised — 2,143 — — — — 2,143
Repurchases of common stock, with excise tax — — ( 27,626 ) — — — ( 27,626 )
Cash dividends paid ($ 0.70 per share)
— — — — ( 17,335 ) — ( 17,335 )
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
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Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. Loss Retained Earnings Non-controlling Interest Total
Balance at December 30, 2023 $ 262 $ 1,012,325 $ ( 259,263 ) $ ( 55,817 ) $ 1,782,662 $ 312 $ 2,480,481
Net income — — — — 48,452 — 48,452
Other comprehensive loss, net of tax — — — ( 30,291 ) — — ( 30,291 )
Stock-based compensation — 3,617 — — — — 3,617
Non-controlling interest — — — — 2 ( 2 ) —
Withheld shares on restricted share units for withholding taxes — — ( 4 ) — — — ( 4 )
Stock options exercised — 1,369 — — — — 1,369
Repurchases of common stock, with excise tax — — ( 16,131 ) — — — ( 16,131 )
Cash dividends paid ($ 0.65 per share)
— — — — ( 16,200 ) — ( 16,200 )
Balance at March 30, 2024 $ 262 $ 1,017,311 $ ( 275,398 ) $ ( 86,108 ) $ 1,814,916 $ 310 $ 2,471,293
Net income — — — — 45,466 — 45,466
Other comprehensive loss, net of tax — — — ( 21,067 ) — — ( 21,067 )
Stock-based compensation — 13,271 — — — — 13,271
Non-controlling interest — — — — ( 48 ) 48 —
Withheld shares on restricted share units for withholding taxes — — ( 4,754 ) — — — ( 4,754 )
Stock options exercised — 2,392 — — — — 2,392
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.
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Notes to Condensed Consolidated Financial Statements
1. Summary of Significant Accounting Policies and Other Information
Nature of Operations
Founded in 1927, Littelfuse, Inc. ("Littelfuse" or the "Company") is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximate l y 16,000 g lob al associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.
Basis of Presentation
The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of net income and comprehensive income, statements of cash flows, and statements of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.
Revenue Recognition
Revenue Disaggregation
The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 28, 2025 and June 29, 2024:
Three Months Ended June 28, 2025 Six Months Ended June 28, 2025
(in thousands) Electronics
Segment Transportation
Segment Industrial
Segment
Total Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics – Semiconductor $ 166,967 $ — $ — $ 166,967 $ 325,256 $ — $ — $ 325,256
Electronics – Passive Products and Sensors 168,699 — — 168,699 317,659 — — 317,659
Commercial Vehicle Products — 86,260 — 86,260 — 164,029 — 164,029
Passenger Car Products — 76,151 — 76,151 — 145,186 — 145,186
Automotive Sensors — 16,989 — 16,989 — 32,047 — 32,047
Industrial Products — — 98,347 98,347 — — 183,543 183,543
Total $ 335,666 $ 179,400 $ 98,347 $ 613,413 $ 642,915 $ 341,262 $ 183,543 $ 1,167,720
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Three Months Ended June 29, 2024 Six Months Ended June 29, 2024
(in thousands) Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics – Semiconductor $ 159,564 $ — $ — $ 159,564 $ 317,435 $ — $ — $ 317,435
Electronics – Passive Products and Sensors 146,075 — — 146,075 279,309 — — 279,309
Commercial Vehicle Products — 80,759 — 80,759 — 160,273 — 160,273
Passenger Car Products — 69,036 — 69,036 — 139,298 — 139,298
Automotive Sensors — 19,169 — 19,169 — 39,760 — 39,760
Industrial Products — — 83,886 83,886 157,799 157,799
Total $ 305,639 $ 168,964 $ 83,886 $ 558,489 $ 596,744 $ 339,331 $ 157,799 $ 1,093,874
See Note 14, Segment Information, for net sales by segment and country.
Revenue Recognition
The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowances, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.
The Company has elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.
Revenue and Billing
The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.
Ship and Debit Program
Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the distributors to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. 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
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historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.
Return to Stock
The Company has a return to stock policy whereby certain customers, with prior authorization from the Company's management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historical activity. Sales revenue and cost of sales are reduced to anticipate estimated returns.
Volume Rebates
The Company offers volume-based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold.
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 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
Restricted cash included in other long-term assets 1,699 1,513
Total cash, cash equivalents, and restricted cash $ 686,883 $ 726,437
Recently Issued Accounting Standards
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. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendments in this update provide more transparency about income tax information through improvements to the income tax disclosure primarily related to the income tax rate reconciliation and income taxes paid information. These requirements include: (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in this update improve the effectiveness and comparability of disclosures by (3) adding disclosures of pretax income (or loss) and income tax expense (or benefit), and (4) removing disclosures that are no longer considered cost beneficial or relevant. The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The adoption of this guidance will modify disclosures in the Company's Consolidated Financial Statements.
In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC. The Company may
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be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The Company is currently evaluating the potential effects of these amendments on its Consolidated Financial Statements.
2. Acquisitions
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Condensed Consolidated Financial Statements from the date of the acquisition.
Dortmund Fab
On 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 $ 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
Allocation
Total purchase consideration:
Cash, net of cash acquired $ 95,942
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables 5,985
Inventories 6,600
Other current assets 8,278
Property, plant, and equipment 30,132
Intangible assets 1,800
Goodwill 57,534
Other long-term assets 8,579
Current liabilities ( 7,464 )
Other long-term liabilities ( 15,502 )
$ 95,942
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 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.
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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 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.
Pro Forma Results
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.
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
Income before income taxes 78,214 62,323 137,620 119,333
Net income 57,342 46,272 100,534 95,637
Net income per share — basic 2.32 1.86 4.06 3.85
Net income per share — diluted 2.30 1.85 4.03 3.81
Pro forma results presented above primarily reflect the following adjustments:
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
Amortization of inventory step-down (b) — — ( 504 ) 510
Depreciation — ( 274 ) — ( 549 )
Amortization (c) — ( 94 ) — ( 188 )
Transaction costs (d) — 16 ( 37 ) ( 380 )
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 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.
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3. Inventories
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
Work in process 131,501 115,497
Finished goods 173,332 173,513
Inventory reserves ( 79,351 ) ( 66,525 )
Total $ 412,164 $ 416,273
4. Property, Plant, and Equipment, net
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
Building and building improvements 206,941 192,441
Machinery and equipment 960,156 892,940
Accumulated depreciation and amortization ( 669,512 ) ( 625,906 )
Total $ 516,517 $ 477,068
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.
5. Goodwill and Other Intangible Assets
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
Net goodwill as of December 28, 2024
Gross goodwill as of December 28, 2024
$ 906,871 $ 233,286 $ 173,882 $ 1,314,039
Accumulated impairment losses as of December 28, 2024
— ( 41,645 ) ( 43,892 ) ( 85,537 )
Total 906,871 191,641 129,990 1,228,502
Changes during 2025:
Additions (a) 57,534 — — 57,534
Foreign currency translation adjustments 60,344 6,206 6,836 73,386
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 June 28, 2025
— ( 44,591 ) ( 48,752 ) ( 93,343 )
Total $ 1,024,749 $ 197,847 $ 136,826 $ 1,359,422
(a) The additions resulted from the acquisition of Dortmund Fab.
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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
Carrying
Value
Accumulated Amortization
Net Book
Value
Land use rights $ 16,378 $ 3,298 $ 13,080
Patents, licenses, and software 275,154 200,842 74,312
Distribution network 42,342 42,342 —
Customer relationships, trademarks, and tradenames 658,608 271,823 386,785
Total $ 992,482 $ 518,305 $ 474,177
As of December 28, 2024
(in thousands) Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
Land use rights $ 16,079 $ 2,994 $ 13,085
Patents, licenses, and software 260,096 180,674 79,422
Distribution network 41,667 41,667 —
Customer relationships, trademarks, and tradenames 632,572 242,961 389,611
Total $ 950,414 $ 468,296 $ 482,118
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)
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 June 28, 2025 was as follows:
(in thousands)
Amount
Remainder of 2025 $ 30,022
2026 48,788
2027 46,611
2028 46,208
2029 45,798
2030 and thereafter 256,750
Total $ 474,177
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6. Accrued Liabilities
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
Current lease liability 10,981 13,900
Other non-income taxes 7,736 7,022
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 benefit liability 1,514 1,514
Current hedge liability 36 4,067
Other 32,732 29,759
Total $ 154,531 $ 148,276
Employee-related liabilities consist primarily of payroll, sales commissions, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other customer-related liabilities.
7. Restructuring, Impairment, and Other Charges
The Company recorded restructuring, impairment, and other charges for the three and six months ended June 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
Other restructuring charges 7 25 — 32 518 48 1 567
Total restructuring charges 1,107 1,375 24 2,506 6,422 4,530 437 11,389
Impairment — — — — 136 — — 136
Total $ 1,107 $ 1,375 $ 24 $ 2,506 $ 6,558 $ 4,530 $ 437 $ 11,525
Three Months Ended June 29, 2024 Six Months Ended June 29, 2024
(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total
Employee terminations $ 4,501 $ 437 $ 5 $ 4,943 $ 5,105 $ 1,591 $ 416 $ 7,112
Other restructuring charges 87 209 13 309 139 287 18 444
Total restructuring charges 4,588 646 18 5,252 5,244 1,878 434 7,556
Impairment — — — — — 933 — 933
Total $ 4,588 $ 646 $ 18 $ 5,252 $ 5,244 $ 2,811 $ 434 $ 8,489
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2025
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.
2024
For the three and six months ended June 29, 2024, the Company recorded total restructuring charges of $ 5.3 million and $ 7.6 million, respectively, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the semiconductor business in the Electronics segment and the reorganization of certain selling and administrative functions within the commercial vehicle business in the Transportation segment. In addition, during the first 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 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.
8. Debt
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
Term loan 273,750 281,250
Euro Senior Notes, Series B due 2028 111,079 98,928
U.S. Senior Notes, Series A due 2025 — 50,000
U.S. Senior Notes, Series B due 2027 100,000 100,000
U.S. Senior Notes, Series B due 2030 125,000 125,000
U.S. Senior Notes, due 2032 100,000 100,000
Other 2,692 3,702
Unamortized debt issuance costs ( 2,305 ) ( 2,766 )
Total debt 810,216 856,114
Less: Current maturities ( 17,692 ) ( 67,612 )
Total long-term debt $ 792,524 $ 788,502
Revolving Credit Facility and Term Loan
On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (the “Credit Agreement”) to effect certain changes, including, among other changes: (i) adding a $ 300 million unsecured term loan credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based interest rate benchmarks and modifying performance-based interest rate margins; and (iv) extending the maturity date to June 30, 2027 (the “Maturity Date”). Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $ 25 million if there is no event of default and the Company is in compliance with certain financial covenants.
Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00 % to 1.75 %, plus a SOFR adjustment of 0.10 % or at the bank’s Base Rate, as defined in the Credit Agreement, plus 0.00 % to 0.75 %, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10 % to 0.175 %, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.
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Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. The Company borrowed $ 300.0 million under a term loan on June 30, 2022. The principal balance of the term loans must be repaid in quarterly installments on the last day of each calendar quarter in the amount of $ 1.9 million commencing September 30, 2022, through June 30, 2024, and in the amount of $ 3.8 million commencing September 30, 2024, through March 31, 2027, with the remaining outstanding principal balance payable in full on the Maturity Date. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty. During the three and six months ended June 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 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.
Senior Notes
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold € 212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for € 117 million in aggregate amount of 1.14 % Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and € 95 million in aggregate amount of 1.83 % Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). During the 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.
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $ 125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $ 25 million in aggregate principal amount of 3.03 % Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $ 100 million in aggregate principal amount of 3.74 % Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $ 25 million of U.S. Senior Notes, Series A due on February 15, 2022. Interest on the U.S. Senior Notes due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $ 175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $ 50 million aggregate principal amount of 3.48 % Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $ 125 million in aggregate principal amount of 3.78 % Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. 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, 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.
On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $ 100 million in aggregate principal amount of 4.33 % Senior Notes, due June 30, 2032 (“U.S. Senior Notes due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.
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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.
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. 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 $ 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.
9. Fair Value of Assets and Liabilities
For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:
Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2 —Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable; and
Level 3 —Valuations based upon one or more significant unobservable inputs.
There were no transfers in or out of Level 1, Level 2 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.
Cash Equivalents
Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings and are highly liquid. The Company classified cash equivalents as Level 1 and were valued at cost which approximates fair value.
Investments in Equity Securities
Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets .
Derivatives Designated as Hedging Instruments
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. For highly effective cash flow hedges, ASC 815 requires the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income. No components of the Company's hedging instruments were excluded from the assessment of hedge effectiveness.
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Zero Cost Collar Agreement
In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S. dollar and Mexican peso. These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses. 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
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 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 and six months ended June 28, 2025 . The Company will continue to assess the effectiveness of the hedge on an ongoing basis. The primary inputs into the valuation of the collars are interest yield curves, interest rate volatilities, foreign exchange rates, foreign exchange volatilities, credit risk, credit spreads and other market information. The collars are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.
Interest Rate Swap
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $ 200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, c hanges in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss u ntil the underlying transactions are recognized in earnings. 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. The interest rate swap is classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.
The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting its counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives.
The Company does not enter into derivative financial instruments for trading purposes.
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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
Interest rate swap agreement:
Designated as cash flow hedge Prepaid expenses and other current assets $ 1,990 $ 2,482
Other long-term assets 759 3,716
Zero cost collar agreement:
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 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
Interest rate swap agreement Interest expense $ ( 782 ) $ ( 1,288 ) $ ( 1,571 ) $ ( 2,568 )
Zero cost collar agreement Cost of sales ( 119 ) — 1,360 —
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 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
Interest rate swap agreement $ 1,131 $ 23 $ 3,449 $ ( 2,511 )
Zero cost collar agreement ( 6,970 ) — ( 9,412 ) —
Mutual Funds
The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets in the Condensed Consolidated Balance Sheets .
There we re no changes during the quarter ended June 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.
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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
(in thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Cash equivalents $ 579,626 $ — $ — $ 579,626
Investments in equity securities 9,249 — — 9,249
Mutual funds 24,328 — — 24,328
Total $ 613,203 $ — $ — $ 613,203
The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 28, 2024:
Fair Value Measurements Using
(in thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Cash equivalents $ 658,491 $ — $ — $ 658,491
Investments in equity securities 10,182 — — 10,182
Mutual funds 23,268 — — 23,268
Total $ 691,941 $ — $ — $ 691,941
In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values. The Company’s revolving and term loan debt facilities' fair values approximate book value at June 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 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
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Euro Senior Notes, Series B due 2028 $ 111,079 $ 104,398 $ 98,928 $ 91,741
USD Senior Notes, Series A due 2025 — — 50,000 49,919
USD Senior Notes, Series B due 2027 100,000 98,121 100,000 96,623
USD Senior Notes, Series B due 2030 125,000 118,391 125,000 114,786
USD Senior Notes, due 2032 100,000 94,159 100,000 91,175
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10. Benefit Plans
The Company has Company-sponsored and mandatory defined benefit pension plans covering employees in the United Kingdom ("U.K."), Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is generally based on years of service and final average pay.
The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other income, net in the Condensed Consolidated Statements of Net Income. The components of net periodic benefit cost for the three and six months ended June 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:
Service cost $ 758 $ 770 $ 1,485 $ 1,565
Interest cost 1,003 975 1,957 1,970
Expected return on plan assets ( 481 ) ( 510 ) ( 940 ) ( 1,028 )
Amortization of prior service and net actuarial loss 102 46 171 92
Net periodic benefit cost $ 1,382 $ 1,281 $ 2,673 $ 2,599
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 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. In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in 2026 estimated between $ 6 million and $ 8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.
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 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.
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11. Other Comprehensive Income (Loss)
Changes in other comprehensive income (loss) by component were as follows:
(in thousands) Three Months Ended
June 28, 2025 Three Months Ended
June 29, 2024
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plan and other adjustments $ 151 $ 33 $ 184 $ 336 $ ( 10 ) $ 326
Cash flow hedges 5,839 ( 9 ) 5,830 ( 23 ) 5 ( 18 )
Foreign currency translation adjustments (a) 94,433 ( 2,534 ) 91,899 ( 21,542 ) 167 ( 21,375 )
Total change in other comprehensive income (loss) $ 100,423 $ ( 2,510 ) $ 97,913 $ ( 21,229 ) $ 162 $ ( 21,067 )
(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. subsidiaries which have been previously taxed in the U.S. 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 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) 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 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
Balance at December 30, 2023 $ ( 7,613 ) $ 4,448 $ ( 52,652 ) $ ( 55,817 )
Activity in the period 670 1,908 ( 53,936 ) ( 51,358 )
Balance at June 29, 2024 $ ( 6,943 ) $ 6,356 $ ( 106,588 ) $ ( 107,175 )
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:
Amortization of prior service and net actuarial loss, and other $ 470 $ 347 $ 891 $ 703
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The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Net Income.
12. Income Taxes
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. Con. Res. 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.
13. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended
(in thousands, except per share amounts) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
Numerator:
Net income as reported $ 57,342 $ 45,466 $ 100,913 $ 93,918
Denominator:
Weighted average shares outstanding
Basic 24,755 24,822 24,760 24,867
Effect of dilutive securities 150 208 178 208
Diluted 24,905 25,030 24,938 25,075
Earnings Per Share:
Basic earnings per share $ 2.32 $ 1.83 $ 4.08 $ 3.78
Diluted earnings per share $ 2.30 $ 1.82 $ 4.05 $ 3.75
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
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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. 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.
14. Segment Information
The Company and its subsidiaries design, manufacture and sell component, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company aggregated its operating segments into the reportable segments: Electronics, Transportation, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is 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 and as such, segment asset information is not disclosed. 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. 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. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole.
• Electronics Segment : Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, electromechanical switches and interconnect solutions, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes, and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related charging infrastructure, aerospace, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics.
• Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger 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, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use
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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 Six Months Ended
(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
Net sales
Electronics $ 335,666 $ 305,639 $ 642,915 $ 596,744
Transportation 179,400 168,964 341,262 339,331
Industrial 98,347 83,886 183,543 157,799
Total net sales $ 613,413 $ 558,489 $ 1,167,720 $ 1,093,874
Other segment expenses (b)
Electronics $ 285,805 $ 259,474 $ 546,288 512,776
Transportation 151,326 153,730 294,271 307,891
Industrial 79,484 74,339 151,606 143,456
Total other segment expenses $ 516,615 $ 487,543 $ 992,165 $ 964,123
Segment operating income
Electronics $ 49,861 $ 46,165 $ 96,627 $ 83,968
Transportation 28,074 15,234 46,991 31,440
Industrial 18,863 9,547 31,937 14,343
Total segment operating income 96,798 70,946 175,555 129,751
Other (a)
( 4,020 ) ( 5,440 ) ( 12,627 ) ( 9,293 )
Total operating income 92,778 65,506 162,928 120,458
Interest expense 8,568 9,975 17,443 19,586
Foreign exchange loss (gain) 10,448 ( 315 ) 15,291 ( 5,357 )
Other income, net ( 4,452 ) ( 5,298 ) ( 7,967 ) ( 10,619 )
Income before income taxes $ 78,214 $ 61,144 $ 138,161 $ 116,848
(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. 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 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. 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 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."
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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
Depreciation
Electronics $ 12,552 $ 9,961 $ 23,962 $ 19,946
Transportation 5,318 5,743 10,817 10,990
Industrial 1,505 1,347 3,026 2,783
Total depreciation $ 19,375 $ 17,051 $ 37,805 $ 33,719
Amortization
Electronics $ 10,098 $ 9,809 $ 19,875 $ 19,665
Transportation 3,406 3,369 6,755 6,753
Industrial 1,348 2,551 2,553 5,136
Total amortization $ 14,852 $ 15,729 $ 29,183 $ 31,554
The Company’s net sales by country were as follows, classified according to the country where the customer is located:
Three Months Ended Six Months Ended
(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
Net sales
United States $ 219,480 $ 201,825 $ 417,858 $ 392,258
China 146,343 131,510 275,737 246,679
Other countries (a)
247,590 225,154 474,125 454,937
Total net sales $ 613,413 $ 558,489 $ 1,167,720 $ 1,093,874
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) June 28, 2025 December 28, 2024
Long-lived assets
United States $ 73,709 $ 74,698
China 128,373 132,504
Mexico 87,176 89,558
Germany 104,424 58,758
Philippines 63,052 66,174
Other countries 59,783 55,376
Total long-lived assets $ 516,517 $ 477,068
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The Company’s additions to net property, plant, and equipment by country were as follows:
Six Months Ended
(in thousands) June 28, 2025 June 29, 2024
Additions to long-lived assets
United States $ 5,330 $ 6,644
China 3,996 7,088
Mexico 3,283 5,450
Germany 9,693 8,031
Philippines 1,388 2,379
Other countries 3,096 4,277
Total additions to long-lived assets $ 26,786 $ 33,869
(a) Each country included in other countries was less than 10% of net sales.
15. Commitments and Contingencies
Off-Balance Sheet Arrangements
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. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Product Warranty Liabilities
The Company's policy is to accrue for warranty claims when a loss is both probable and estimable. Liabilities for warranty claims have historically not been material and in limited instances, customers may make claims for costs they incurred or other damages related to a claim.
The Company carries insurance for potential product liability claims at coverage levels based on the Company's prior claims experience. This coverage is subject to deductibles and various terms and conditions. The Company cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in its businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust its insurance.
The Company has been notified by one of its customers of a product recall potentially due to certain fuses provided by Littelfuse and incorporated in such products. The Company is currently working with its customer to investigate the cause and level of responsibility for this recall. The Company has determined pursuant to ASC 450, "Contingencies ", that a loss is reasonably possible. However, the Company continues to evaluate this matter and the ultimate costs of the recall and range of the potential loss cannot be determined at this time. Accordingly, no accrual has been made yet for this matter. Factors that will impact the amount of such losses include the per vehicle cost of fuse replacement, the determination of the relative liability among the customer, the Company, and any relevant third parties, as well as actual insurance recoveries .
Environmental Remediation Liabilities
The Company's operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and its employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. The Company could incur significant costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at its facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. The Company is, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving the Company or its operations.
Legal Proceedings
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In the ordinary course of business, the Company may be involved in a number of claims and litigation matters. While it is not feasible to predict the outcome of these matters, based upon the Company's experience and current information known, the Company does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on its results of operations, financial position, and/or cash flows.
The Company accounts for litigation and claims losses in accordance with ASC 450, "Contingencies " where loss contingency provisions are recognized for probable and estimable losses at the Company's best estimate of a loss or, when a best estimate cannot be made, at its estimate of the minimum loss. These estimates require the application of considerable judgment and are refined each accounting period as additional information becomes known. If the Company is initially unable to develop a best estimate of loss, the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, resulting in additional loss provisions. A best estimate may be changed when events result in an expectation different than previously expected.
Pending Litigation and Claims
There were no material pending litigation or claims outstanding as of June 28, 2025.
16. Related Party Transactions
The Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions.
Powersem GmbH: The Company owns 45 % of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany.
EB Tech Co., Ltd.: The Company owns approximately 15 % of the outstanding equity of EB Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea.
Automated Technology (Phil), Inc. : The Company owns approximately 24 % of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services. One 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
Sales to related party $ 0.3 $ — $ — $ 0.4 $ — $ —
Purchase material/service from related party 0.6 0.5 1.4 1.2 0.2 0.8
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
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.