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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Mark one)			for the fiscal year ended December 3028, ~~2023~~2024
			Or
☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

Commission file number 0-20388

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)


Delaware			36-3795742
(State or other jurisdiction of			(I.R.S. Employer Identification No.)
incorporation or organization)

~~8755~~6133 ~~West~~North ~~Higgins~~River Road Suite 500

~~Chicago~~Rosemont, Illinois ~~60631~~60018

(Address of principal executive offices)

773-628-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $0.01 par value	LFUS	NASDAQ	Global Select MarketSM

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of 24,~~869~~819,~~814~~616 shares of voting stock held by non-affiliates of the registrant was approximately $76,~~244~~343,~~825~~645,~~467~~653 based on the last reported sale price of the registrant’s Common Stock as reported on the NASDAQ Global Select MarketSM on ~~July~~June 129, ~~2023~~2024.

As of ~~February 9~~March 7, ~~2024~~2025, the registrant had outstanding 24,~~917~~713,~~925~~072 shares of Common Stock, net of Treasury Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Littelfuse, Inc. Proxy Statement for the ~~2023~~2024 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

Table of Contents

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		32
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	1920
Item 1C.	Cybersecurity	1920
Item 2.	Properties	2021
Item 3.	Legal Proceedings	2022
Item 4.	Mine Safety Disclosures	2122
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	2324
Item 6.	[Reserved.]	2526
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2526
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4244
Item 8.	Financial Statements and Supplementary Data	4346
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9099
Item 9A.	Controls and Procedures	9099
Item 9B.	Other Information	91101
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	92102
Item 11.	Executive Compensation	92102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	94104
Item 13.	Certain Relationships and Related Transactions, and Director Independence	94104
Item 14.	Principal Accounting Fees and Services	94104
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	95105
Item 16.	Form 10-K Summary	95105
	Schedule II – Valuation and Qualifying Accounts and Reserves	96106
	Signatures	97107
	Exhibit Index	98108

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 (“PSRLA”). The Company cautions that forward-looking statements, which speak only as of the date they are made, are subject to risks, uncertainties and other factors, and actual results and outcomes may differ materially from those indicated or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties relating to general economic conditions; product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; cybersecurity matters; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes;

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~~FORWARD-LOOKING~~integration ~~STATEMENTS~~of acquisitions may not be achieved in a timely manner, or at all; and other risks that may be detailed in Item 1A, Risk Factors below and in the Company’s other Securities and Exchange Commission filings.

AVAILABLE INFORMATION

The Company is subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended and as a result, are obligated to file annual, quarterly, and current reports, proxy statements, and other information with the United States Securities and Exchange Commission (“SEC”). The Company makes these filings available free of charge on its website (http://investor.littelfuse.com) as soon as reasonably practicable after it electronically files them with, or furnish them to, the SEC. Information on the Company’s website does not constitute part of this Annual Report on Form 10-K. In addition, the SEC maintains a website (http://www.sec.gov) that contains the Company’s annual, quarterly, and current reports, proxy and information statements, and other information the Company electronically files with, or furnishes to, the SEC. The Company’s website and the information contained therein or connected thereto are not incorporated into this Annual Report on Form 10-K.

PART I

ITEM 1. BUSINESS.

GENERAL

Littelfuse, Inc., was incorporated under the laws of the State of Delaware in 1991. References herein to the “Company,” “we,” “our” or “Littelfuse” refer to Littelfuse, Inc. and its subsidiaries. References herein to “~~2023~~2024”, “fiscal ~~2023~~2024” or “fiscal year ~~2023~~2024” refer to the fiscal year ended December 3028, ~~2023~~2024. References herein to “~~2022~~2023”, “fiscal ~~2022~~2023” or “fiscal year ~~2022~~2023” refer to the fiscal year ended December 3130, ~~2022~~2023. References herein to “~~2021~~2022”, “fiscal ~~2021~~2022” or “fiscal year ~~2021~~2022” refer to the fiscal year ended ~~January~~December 131, 2022. The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31. Therefore, the financial results of certain fiscal years and the associated 14 week quarters will not be exactly comparable to the 52 week fiscal years and the associated quarters having only 13 weeks. As a result of using this convention, the fiscal year 2021 contained 53 weeks while each of fiscal 2022 and fiscal 2023 contained 52 weeks.

OVERVIEW

Founded in 1927, Littelfuse is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 1716,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.

Segments

The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial. Within these segments, the Company designs, manufactures and sells electronic components, modules and subassemblies to empower the long-term secular growth themes of sustainability, connectivity and safety. The Company has positioned itself within the center of these global structural growth themes by helping to enable its customers’ applications focused on a more sustainable, connected, and safer world. The ever-increasing complexity of applications surrounding these themes continues to drive greater demand for the Company’s innovative, reliable products and a higher level of product content within a broad range of applications. With its expanding, diversified, product portfolio, the Company has evolved its presence across the industrial, transportation and electronics end markets it serves. The Company's exposure with each of these end markets is relatively balanced. With a deep list of target applications within each primary end market, the Company believes its balanced approach positions its business for long-term sustainability, increases diversification and creates additional growth opportunities. Across electronics end markets, product demand is largely driven by electrification, energy and power efficiency, automation, connectivity, artificial intelligence, and safety. In transportation end markets, including passenger and commercial vehicles, the ongoing electronification and electrification of applications is driving increased product demand. Across industrial end markets, product demand is driven by an ecosystem that continues to advance sustainability, safety and automation capabilities. For example, renewables, including solar and wind energy, and energy storage systems that enable lower carbon emissions, the ongoing proliferation of electric vehicle charging infrastructure, more efficient climate control units, increasing requirements for electrical safety, the rising demand for factory and process automation, and motor drives and power supplies. For segment and geographical information and consolidated net sales and operating income see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16, Segment Information, of the Notes to Consolidated Financial Statements included in this Annual Report.

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~~Segments~~•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.

~~The~~•Transportation ~~Company~~Segment: ~~conducts~~Consists ~~its~~of ~~business~~a ~~through~~wide ~~three~~range ~~reportable~~of ~~segments:~~circuit ~~Electronics~~protection, ~~Transportation,~~power control and ~~Industrial.~~sensing ~~Within~~technologies ~~these~~for ~~segments,~~global ~~the~~original ~~Company~~equipment ~~designs,~~manufacturers ~~manufactures and sells electronic components~~(“OEMs”), ~~modules and subassemblies to empower the long~~Tier-~~term~~one ~~secular~~suppliers ~~growth~~and ~~themes~~parts ~~of sustainability, connectivity~~ and ~~safety.~~aftermarket ~~Over~~distributors ~~the~~in ~~last~~passenger ~~decade the Company has positioned itself within the center of these global structural growth themes by helping to enable its customers’ applications focused on a more sustainable~~vehicles, ~~connected, and safer world. The ever~~heavy-~~increasing~~duty ~~complexity~~truck ofand ~~applications surrounding these themes continues to drive greater demand for the Company’s innovative~~bus, ~~reliable~~off-road ~~products~~ and arecreational ~~higher level of product content within a broad range of applications. With its expanding~~vehicles, ~~diversified,~~material ~~product~~handling ~~portfolio~~equipment, ~~the~~agricultural ~~Company has evolved its presence across the industrial~~machinery, ~~transportation~~construction equipment and ~~electronics~~other ~~end~~commercial ~~markets~~vehicle ~~it serves. The Company's exposure with each of these~~ end markets ~~is relatively balanced~~. ~~With~~Passenger avehicle ~~deep~~products ~~list~~are ofused ~~target~~in ~~applications~~internal ~~within~~combustion ~~each primary end market~~engines, ~~the~~hybrid ~~Company believes its balanced approach positions its business for the long-term sustainability, increases diversification~~ and ~~creates~~electric ~~additional~~vehicles ~~growth~~including ~~opportunities.~~blade ~~Across electronics end markets~~fuses, ~~product~~battery ~~demand~~cable ~~is largely driven by electrification~~protectors, ~~energy~~resettable ~~and power efficiency~~fuses, ~~automation,~~high-current ~~connectivity~~fuses, ~~artificial~~high-voltage ~~intelligence~~fuses, and ~~safety.~~sensor Inproducts ~~transportation~~designed ~~end~~to ~~markets,~~monitor ~~including passenger and commercial vehicles,~~ the ~~ongoing~~occupant’s electronification and electrification of applications is driving increased product demand. Across industrial end markets, product demand is driven by an ecosystem that continues to advance sustainability, safety and ~~automation~~environment ~~capabilities.~~as ~~For~~well ~~example,~~as ~~renewables, including solar and wind energy, and energy storage systems that enable lower carbon emissions,~~ the ~~ongoing~~vehicle’s ~~proliferation~~powertrain. ofCommercial ~~electric~~vehicle ~~vehicles~~products ~~and~~include ~~charging stations~~fuses, ~~more efficient climate control units~~switches, ~~increasing~~circuit ~~requirements for electrical safety~~breakers, ~~the rising demand for factory and process automation~~relays, and ~~motor drives and~~ power ~~supplies.~~distribution ~~For~~modules ~~segment~~ and ~~geographical~~units ~~information~~used ~~and~~in ~~consolidated~~applications ~~net~~serving ~~sales~~a ~~and~~number ~~operating~~of ~~income~~end ~~see Item 7~~markets, ~~Management’s~~including ~~Discussion~~heavy-duty ~~and~~truck ~~Analysis of Financial Condition~~ and ~~Results~~bus, ~~of Operations and Note 16~~construction, ~~Segment Information~~agriculture, ofmaterial ~~the~~handling ~~Notes~~and ~~to Consolidated Financial Statements included in this Annual Report~~marine.

•~~Electronics~~Industrial Segment: Consists of ~~one~~industrial ofcircuit ~~the~~protection ~~broadest~~(industrial ~~product offerings in the industry~~fuses), ~~including~~protective ~~fuses~~ and ~~fuse~~monitoring ~~accessories,~~relays ~~positive temperature coefficient~~ (~~“PTC”)~~protection ~~resettable fuses~~relays, ~~electromechanical~~residual ~~switches~~current devices and ~~interconnect solutions~~monitors, ~~polymer~~ground ~~electrostatic~~fault ~~discharge~~circuit ~~(“ESD”) suppressors~~interrupters, ~~varistors,~~solid ~~reed~~state ~~switch based magnetic sensing~~switches, ~~gas~~and ~~discharge~~arc ~~tubes;~~fault ~~semiconductor~~detection ~~products such as discrete transient voltage suppressor (“TVS”~~devices) ~~diodes~~, ~~TVS~~and ~~diode~~industrial ~~arrays,~~controls ~~protection~~ and ~~switching~~sensors ~~thyristors~~(contactors, ~~silicon~~transformers, and ~~silicon~~temperature ~~carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”~~sensors) ~~and~~for ~~diodes;~~use ~~and~~in ~~insulated~~various ~~gate~~applications ~~bipolar~~such ~~transistors~~as ~~(“IGBT”)~~renewable ~~technologies.~~energy ~~The~~and ~~segment~~energy ~~covers~~storage ~~a broad range of end markets~~systems, ~~including~~ industrial ~~motor drives and power conversion~~safety, ~~automotive~~factory ~~electronics~~automation, electric vehicle ~~and related charging~~ infrastructure, ~~aerospace,~~HVAC ~~power supplies~~systems, ~~data~~non-residential ~~centers and telecommunications~~construction, ~~medical devices~~MRO, ~~alternative energy~~ and ~~energy storage, building and home automation, appliances, and mobile electronics~~mining.

•Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicle, heavy-duty truck and bus, off-road and recreational vehicles, material handling equipment, agricultural machinery, construction equipment and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, construction, agriculture, material handling and marine.

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

Strategy

In February 2021, the Company announced its five-year strategic plan which builds upon its strengths from its previous strategy. The Company is well-positioned within the center of the global structural growth themes of sustainability, connectivity, and safety, which will continue to drive increased demand for the Company’s products across the transportation, industrial and electronics end markets that it serves. The Company is targeting average annual organic sales growth of 5-7 percent and average annual sales growth from strategic acquisitions of 5-7 percent. The Company expects to achieve this through content and share gains, expanded presence in high-growth markets and geographies, and targeting adjacent high-growth and niche applications. The Company continues to drive commercial excellence through investments in its people, customer-driven innovation, strategic acquisitions and integration of these businesses, and its digital infrastructure to improve the customer experience, and its operating systems. These investments enable the Company to capitalize on growth opportunities where technologies and applications are converging across its product segments.

Recent Acquisitions

•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 Dortmund Fab will increase power semiconductor capacity to support opportunities across a broad base of industrial end markets including energy storage, automation, motor drives, renewables, power supplies, and charging infrastructure. The total purchase price for the Dortmund Fab is approximately 94 million Euro, of which a 37.2 million Euro down payment (approximately $40.5 million) was recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. The down payment was paid in the third quarter of 2023 after regulatory approvals, and 56.7 million Euro was paid at closing. The transaction did not have any impact on the Company's 2024 financial results and reported in the Electronics-Semiconductor business within the Company’s Electronics segment. The acquisition was funded with the Company’s cash on hand.

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~~customer-driven~~At ~~innovation,~~the ~~strategic~~time ~~acquisitions~~the ~~and~~Company ~~integration of these businesses, eMobility,~~ and ~~its~~Western ~~digital~~Automation ~~infrastructure~~entered tointo ~~improve~~ the ~~customer~~definitive ~~experience~~agreement, ~~and~~Western ~~its~~Automation ~~operating~~had ~~systems.~~annualized ~~These~~sales ~~investments~~of ~~enable~~approximately ~~the~~$25 million. ~~Company~~The tobusiness ~~capitalize~~is onreported ~~growth~~within ~~opportunities~~the ~~where~~Company’s ~~technologies~~Industrial ~~and applications are converging across its product segments~~segment. The Company's ~~resilient~~financed ~~growth strategy and business model has delivered sustained double-digit sales and earnings growth over~~ the ~~last~~transaction ~~five,~~with ~~ten~~cash ~~and~~on ~~fifteen years~~hand.

Recent Acquisitions

•Dortmund Fab: On June 28, 2023, the Company entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The acquisition of the Dortmund Fab is expected to close in early fiscal year 2025. The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing. The transaction did not have a material impact on the Company’s fiscal year 2023 financial results and is not expected to have a material impact on the Company's 2024 financial results and will be reported in the semiconductor business within the Company’s Electronics segment. The Company paid 37.2 million Euro down payment (approximately $40.5 million) with cash on hand.

•Western Automation: On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million. The business is reported within the Company’s Industrial segment. The Company financed the transaction with cash on hand.

•C&K Switches: On July 19, 2022, the Company acquired C&K Switches (“C&K”) for $540 million in cash. Founded in 1928, C&K is a leading designer and manufacturer of high-performance electromechanical switches and interconnect solutions with a strong global presence across a broad range of end markets, including industrial, transportation, datacom, and aerospace. At the time the Company and C&K entered into a definitive agreement, C&K had annualized sales of over $200 million. The business is reported as part of the electronics-passive products and sensors business within the Company's Electronics segment. The Company financed the transaction through a combination of cash on hand and debt.

•Embed: On April 12, 2022, the Company acquired Embed Ltd. (“Embed”). Founded in 2005, Embed is a proven provider of embedded software and firmware developed for a broad range of applications serving transportation end markets, primarily including commercial vehicle electronification and eMobility. The business is included in the commercial vehicle business within the Company's Transportation segment. The acquisition was funded with the Company’s cash on hand. The total purchase consideration was $9.2 million, net of cash.

•Carling Technologies: On November 30, 2021, the Company acquired Carling Technologies (“Carling”), a leader in switching, circuit protection and power distribution technologies with a strong global presence in commercial vehicle electronification, communications infrastructure and marine markets. At the time of acquisition, Carling had annualized sales of approximately $170 million. The purchase price for Carling was $315.5 million , and the operations of Carling are included in the commercial vehicle business within the Company’s Transportation segment. The acquisition was funded with the Company's cash on hand.

•Hartland Controls: On January 28, 2021, the Company acquired Hartland Controls ("Hartland"), a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning ("HVAC") and other industrial and control systems applications, and eMobility. At the time of acquisition, Hartland had annualized sales of approximately $70 million. The purchase price for Hartland was $111.0 million and the operations of Hartland are included in the Industrial segment. The net cash payment of $108.5 million was funded by the Company’s cash on hand.

Sales and Operations

The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial.

Net sales by segment for the periods indicated are as follows:


	Fiscal Year
(in millions)	2024		2023		2022
Electronics	$	1,186.8	$	1,350.4	$	1,492.8
Transportation	672.4		678.3		716.2
Industrial	331.6		334.0		304.9
Total	$	2,190.8	$	2,362.7	$	2,513.9

The Company operates in three geographic regions: the Americas, Asia-Pacific, and Europe. The Company designs, manufactures products, and sells to customers in all three regions.

Net sales in the Company’s three geographic regions, based upon the shipped-to destination, are as follows:


	Fiscal Year
(in millions)	2024		2023		2022
Americas	$	900.4	$	901.5	$	992.3
Asia-Pacific	824.7		898.9		1,019.9
Europe	465.7		562.3		501.7
Total	$	2,190.8	$	2,362.7	$	2,513.9

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	Fiscal Year
(in millions)	2023		2022		2021
Electronics	$	1,350.4	$	1,492.8	$	1,300.7
Transportation	678.3		716.2		528.1
Industrial	334.0		304.9		251.1
Total	$	2,362.7	$	2,513.9	$	2,079.9

The Company’s products are sold worldwide through distributors, direct sales force, and manufacturers’ representatives in certain regions. For the fiscal year 2024, approximately 63% of the Company’s net sales were to customers outside the United States (“U.S.”), including approximately 23% to China.

The Company operates in three geographic regions: the Americas, Asia-Pacific, and Europe. The Company designs, manufactures products and sells to customers in all three regions.

Net sales in the Company’s three geographic regions, based upon the shipped-to destination, are as follows:

	Fiscal Year
(in millions)	2023		2022		2021
Americas	$	901.5	$	992.3	$	694.3
Asia-Pacific	898.9		1,019.9		955.7
Europe	562.3		501.7		429.9
Total	$	2,362.7	$	2,513.9	$	2,079.9

The Company’s products are sold worldwide through distributors, direct sales force and manufacturers’ representatives in certain regions. For the fiscal year 2023, approximately 65% of the Company’s net sales were to customers outside the United States (“U.S.”), including approximately 23% to China.

The Company manufactures many of its products on fully integrated manufacturing and assembly equipment. The Company maintains product quality through a Global Quality Management System with most manufacturing sites certified under ISO 9001:2000. In addition, several of the Littelfuse manufacturing sites are also certified under IATF 16949 and ISO 14001.

Additional information regarding the Company’s sales by geographic area and long-lived assets in different geographic areas is in Note 16, Segment Information, of the Notes to Consolidated Financial Statements included in this Annual Report.

BUSINESS ENVIRONMENT

Electronics Segment

The Company designs, manufactures and sells electronic components and modules empowering its customers’ applications focused on a more sustainable, connected, and safer world. The ever-increasing advancements of applications surrounding these themes continues to drive greater demand for the Company’s innovative, reliable products and a higher level of product content within a broad range of applications.

Technologies within the Electronics segment provide protection, power control and sensing capabilities. Circuit protection technologies in the Electronics segment are designed to protect against harmful occurrences like voltage spikes, short circuits, power surges and electrostatic discharge. Products include fuses and fuse accessories, PTC resettable fuses, ESD suppressors, varistors, gas discharge tubes, and semiconductor products such as discrete TVS diodes, TVS diode arrays, and protection thyristors.

The need for complex sensor technologies continues to grow, as products become increasingly sophisticated, smarter and more connected. Sensor products in the Segment are used in a wide variety of applications including appliances, building and home automation, industrial controls, and commercial vehicles.

The Company also offers a wide range of power control products used to convert and regulate energy and safely and efficiently control power across a broad spectrum of industrial applications like renewable energy and energy storage systems, motor drives and power conversion. Products include a comprehensive portfolio of semiconductor components and modules including thyristors, MOSFETs, rectifiers and fast recovery diodes, IGBTs and wide band gap devices, and medium and high-power industrial applications.

6The acquisition of C&K Switches in 2022 significantly expanded the Company's electromechanical switches and interconnect solutions portfolios, which primarily serves industrial, transportation and datacom applications. The acquisition of the Dortmund Fab in fiscal year 2025 expanded the Company’s power semiconductor capacity to support industrial application opportunities including energy storage, automation, motor drives, renewables, power supplies, and charging infrastructure. Through the growth of its product portfolio within the segment, the Company has expanded its presence across the industrial, transportation and electronics end markets it serves. The Company expects to continue to expand its market presence by leveraging its broad, global access and reach with its strong go-to-market strategy via its strategic distribution partnerships and deep OEM relationships, and by continuing to expand its product portfolio through organic and inorganic investments in high growth, niche applications.

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The acquisition of C&K Switches in 2022 significantly expanded the Company's electromechanical switches and interconnect solutions portfolios, which primarily serves industrial, transportation and datacom applications. Through the growth of its product portfolio within the segment, the Company has expanded its presence across the industrial, transportation and electronics end markets it serves. The Company expects to continue to expand its market presence by leveraging its broad, global access and reach with its strong go-to-market strategy via its strategic distribution partnerships and deep OEM relationships, and by continuing to expand its product portfolio through organic and inorganic investments in high growth, niche applications.

Transportation Segment

The Company is a primary supplier of circuit protection technologies, as well as certain sensing technologies to global automotive OEMs, mainly through sales made to Tier One automotive suppliers, main-fuse box, and wire harness manufacturers that incorporate these technologies into their products, as well as automotive component parts manufacturers, and automotive parts distributors. The Company also sells some of its circuit protection products in the transportation aftermarket, with its products being sold through merchandisers, discount stores, and service stations, as well as under private label by national firms.

Passenger vehicle products include both protection and sensing technologies used in internal combustion engine based, hybrid and electric vehicles. Protection technologies include blade fuses, battery cable protectors, resettable fuses, high-current and high voltage fuses. Sensing technologies are used in a variety of applications including occupant safety, speed, solar, fluid, position, harness, and battery management systems.

The Company’s commercial vehicle business includes a variety of products including power distribution modules and units, low and high current switches, circuit breakers, relays, battery management products, ignition key switches, and trailer connectors. These products are used in applications largely serving commercial vehicle end markets including heavy-duty truck, construction, agriculture, material handling and marine. Products are sold directly to a mix of OEMs, Tier One suppliers, aftermarket channels, as well as through general distribution.

The acquisition of Carling Technologies in 2021 significantly expanded the Company's presence in commercial vehicle end markets. The product portfolio, including switching, circuit protection and power distribution products portfolios, are primarily used in commercial vehicle applications, as well as certain telecom and datacom applications. The Company expects to continue to expand its presence across its transportation end markets, leveraging its strong OEM, Tier One and distributor customer base and go-to-market strength, and by continuing to expand its product portfolio through organic and inorganic investments.6

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connectors. These products are used in applications largely serving commercial vehicle end markets including heavy-duty truck, construction, agriculture, material handling and marine. Products are sold directly to a mix of OEMs, Tier One suppliers, aftermarket channels, as well as through general distribution.

The acquisition of Carling Technologies in 2021 significantly expanded the Company's presence in commercial vehicle end markets. The product portfolio, including switching, circuit protection and power distribution products portfolios, are primarily used in commercial vehicle applications, as well as certain telecom and datacom applications. The Company expects to continue to expand its presence across its transportation end markets, leveraging its strong OEM and Tier One customers, distribution partnership and go-to-market strength, and by continuing to expand its product portfolio through organic and inorganic investments.

Industrial Segment

The Company designs and sells a broad range of industrial fuses, industrial controls (protection relays, contactors, transformers, residual current devices, ground fault circuit interrupters, residual current monitors, and arc fault detection devices) and temperature sensors for use in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electric vehicle infrastructure, HVAC systems, non-residential construction, MRO, and mining. These products are used to protect personnel and equipment from excessive currents, over voltages, and electrical shock hazards.

Products are sold direct to OEMs, and through both electrical and electronics distribution channels. The 2021 acquisition of Hartland expanded the Company’s contactors and transformers product portfolios, which primarily services HVAC and ~~e-Mobility~~electric ~~off-board~~vehicle charging applications. The 2023 acquisition of Western Automation ~~significantly~~ expanded the Company's electrical shock protection devices portfolios, which primarily serves a broad range of high-growth end markets, ~~including~~and ~~e-Mobility~~includes ~~off-board~~electric vehicle charging infrastructure, industrial safety and renewables. The Company expects to continue to expand its presence across its end markets, leveraging its growing customer base, and go-to-market strength, and by continuing to expand its product portfolio through organic and inorganic investments in high growth, niche applications.

PRODUCT DESIGN AND DEVELOPMENT

The Company employs scientific, engineering, and other personnel to continually improve its existing product lines and to develop new products at its research, product design, and development (“R&D”) and engineering facilities with primary locations in Canada, China, France, Germany, India, Ireland, Italy, Japan, Lithuania, Mexico, Philippines, Spain, Taiwan (China), United Kingdom ("U.K."), and the U.S. The Company maintains a staff of engineers, chemists, material scientists and technicians whose primary responsibility is to design and develop new products.

7Proposals for the development of new products are initiated primarily by sales, marketing, and product management personnel with input from customers. The entire product development process usually ranges from a few months to a few years based on the complexity of development, with continuous efforts to reduce the development cycle. During fiscal years 2024, 2023, and 2022, the Company expended $107.8 million, $102.4 million, and $95.6 million, respectively, on R&D.

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Proposals for the development of new products are initiated primarily by sales, marketing, and product management personnel with input from customers. The entire product development process usually ranges from a few months to a few years based on the complexity of development, with continuous efforts to reduce the development cycle. During fiscal years 2023, 2022, and 2021, the Company expended $102.4 million, $95.6 million, and $65.9 million, respectively, on R&D.

Over the years, the Company has expanded its industry-leading technical expertise to support its customers, and ultimately diversify its solutions offering. With the intensifying complexity of applications, its superior engineering, design-in capabilities and product portfolio, continue to deliver increasing value to customers. The Company’s strong global presence allows it to utilize its deep and broad application knowledge to help enable its customers’ applications across the industrial, transportation and electronics markets.

PATENTS, TRADEMARKS, AND OTHER INTELLECTUAL PROPERTY

The Company generally relies on patents, trademarks, licenses, and nondisclosure agreements to protect its intellectual property and proprietary products. In cases where it is deemed necessary by management, key employees are required to sign an agreement that they will maintain the confidentiality of the Company’s proprietary information and trade secrets.

The Company owns a large portfolio of patents worldwide and new products are continually being developed to replace older products. The Company regularly applies for patent protection on such new products. While, in the aggregate, the Company’s patents are important in the operation of its businesses, the Company believes that the loss by expiration or otherwise of any one patent or group of patents would not materially affect its business.

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MANUFACTURING

The Company’s manufacturing facilities are in China, France, Germany, India, Ireland, Italy, Japan, Lithuania, Mexico, Philippines, the U.K., the U.S., and Vietnam. The Company performs the majority of its own fabrication and maintains in-house capabilities for metal stamping, surface mount assembly, plating (silver, nickel, zinc, and oxides) thermoplastic molding, and high-precision manufacturing, miniaturization and haptics. In addition, the Company fabricates semiconductor wafers for certain applications and maintains in-house capability for epitaxy fabrication, die attach, and wafer probe testing. After sub-components are readied for assembly, final assembly is accomplished on fully automatic and semi-automatic assembly machines. Quality assurance and operations personnel, using techniques such as statistical process control, perform tests, checks and measurements during the production process to maintain the highest levels of product quality, including safety and reliability, and customer satisfaction. Additionally, the Company utilizes external wafer foundries and subcontracted test and assembly facilities for a portion of its semiconductor business.

The principal raw materials for the Company’s products include copper and copper alloys, resin and heat-resistant plastics, zinc, melamine, glass, silver, gold, raw silicon, solder, rubber, and various gases. The Company’s strategy is to prequalify suppliers for quality assurance and supply continuity, as much as possible, to localize supply sources close to its manufacturing sites. This helps to minimize the transportation of materials, and ultimately reduces the Company’s environmental footprint by decreasing emissions, consistent with its sustainability strategy. For critical materials, the Company looks to diversify its supplier base by prequalifying second sources.

SALES AND MARKETING

The Company goes to market through selling organizations consisting of worldwide direct sales personnel, distribution partners and manufacturers’ representatives. The direct sales force closely works with global OEM, Tier One automotive, consulting engineers, and major end customers to design-in and sell all of the Company’s products. The Company has sales offices and direct sales channels in a number of countries around the world. The Company's channel partners provide fulfillment services for its end customers, including those partnered with electronic manufacturing services ("EMS"), as well as some demand creation activities.

Electronics Segment

Our Electronics segment products are used across a variety of applications. Many of our products are incorporated into applications with complex design technical support requirements, while certain of our products require less design support for our customers. Most Electronics segment products are sold through our direct salesforce or through our channel distribution partners. The fulfillment of these products is primarily through our broad line distribution partners, including global distributors such as Arrow Electronics, Inc., Future Electronics and TTI, Inc., regional and high service distributors, including Digi-Key and Mouser, as well as directly to OEM's.

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Transportation Segment

The Company primarily uses a direct sales force to service major automotive and commercial vehicle OEMs, system suppliers, and Tier One automotive and aftermarket customers globally. In selected areas, the Company also uses distributors to service smaller customers and to provide supply chain fulfillment for certain customers.

The Company also leverages its transportation customer relationships to sell products from the Electronics and Industrial segments into transportation end markets, primarily to Tier One and OEM automotive customers. Respective revenues are reported in the Electronics and Industrial segments.

Industrial Segment

The Company markets and sells its Industrial segment products direct to OEMs, and through both electrical and electronics distribution channels to various end customers including electrical contractors, factories, municipalities, and utilities.

CUSTOMERS

The Company directly sells to over 4,000 customers and distributors worldwide. Sales to Arrow Electronics, Inc., which were reported in our Electronics, Transportation, and Industrial segments, were 119.24%, 11.52%, and 1011.75% of consolidated net sales in ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively. No other single customer accounted for more than 10% of net sales during any of the last ~~three years. During fiscal 2023, 2022, and 2021, net sales to customers outside the U.S. accounted for approximately 65%, 64%, and 69%, respectively, of the Company’s total net sales.~~

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three years. During fiscal 2024, 2023, and 2022, net sales to customers outside the U.S. accounted for approximately 63%, 65%, and 64%, respectively, of the Company’s total net sales.

CYBERSECURITY

The cybersecurity and data protection program at Littelfuse is based on foundational principles outlined in applicable industry and internationally accepted-cybersecurity frameworks. The Company has experienced and will continue to experience cyber-attacks, attempts to breach its systems, and other similar incidents, however we do not believe that the prior cyber incidents have materially affected or ~~currently~~ are reasonably likely to materially affect the Company. Littelfuse faces risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows, or reputation. Like all cybersecurity programs, there is no guarantee that every attack method and technique has been fully addressed, as these change constantly, but Littelfuse is diligent in its attempts to protect data of the Company and its stakeholders.

Littelfuse strives to assess and update its cybersecurity program on a regular basis using an Information Security Management System ("ISMS") comprised of three main elements – 1) independent internationally recognized vendors and technologies for assessments and monitoring, 2) strong internal controls based on industry standards, and 3) Board and Senior Leadership governance and support.

COMPETITION

The Company’s products compete with similar products of other manufacturers, some of which may have substantially greater financial resources than the Company. In the Electronics segment, the Company’s competitors include Eaton Corporation, Bourns Inc., TDK, ON Semiconductor Corporation, Infineon Technologies, STMicroelectronics NV, Semtech Corporation, and Vishay Intertechnology Inc. In the Transportation segment, the Company’s competitors include Eaton Corporation, Pacific Engineering, MTA (Meccanotecnica Codognese), Amphenol Corporation, Sensata Technologies Holding NV, and TE Connectivity Ltd. In the Industrial segment, the Company’s major competitors include Eaton Corporation, GE Multilin, and Mersen. The Company believes that it globally competes on the basis of innovative products, the breadth of its product line, the quality, design and performance of its products based on their reliability, consistency and safety, its technical capabilities, its global footprint and application expertise, and the responsiveness of its customer service.

BACKLOG

The backlog of unfilled orders at December 3028, ~~2023~~2024 was approximately $~~1,046~~664.9 million, compared to $1,~~646~~046.19 million at December 3130, ~~2022~~2023 with the decrease primarily driven by a reduction in the semiconductor business within the Electronics segment. Substantially all the orders currently in backlog are scheduled for delivery in ~~2024~~2025.

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HUMAN CAPITAL MANAGEMENT

A passion for engineering excellence and an innovative spirit have been a part of what it means to work at Littelfuse since its founding in 1927. The Company hires bright minds who want to make a big impact and are committed to improve the safety, reliability and performance of our customers’ products that use electrical energy. As the Company's human capital is critical to its success, the Company strives to make Littelfuse a safe, diverse, and inclusive workplace, provide competitive compensation, benefits, and health and wellness programs, offer appropriate training and promote community involvement.

Employee Data

On December 3028, ~~2023~~2024, the Company had approximately 1716,000 full-time, part-time, and temporary employees; of which 5147% ~~are female and 49% are male; and of which 49%~~, 3940% and 1213% are located in the Americas, Asia-Pacific region, and Europe, respectively.

Governance & Oversight

The Chief Human Resources Officer ("CHRO") is responsible for developing and executing the Company’s human capital strategy. This includes establishing and implementing global policies and programs for leadership and employee development, compensation, benefits, workforce planning, human resources systems, and ensuring effective and efficient internal company operations. The CHRO is responsible for developing and integrating the Company’s diversity, inclusion, and belonging strategy in its business operations. The Chief Executive Officer ("CEO") and CHRO regularly update the Company's Board of Directors on human capital matters.

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Our Values & Culture

Littelfuse core values have been instrumental in driving success for our business. InOur ~~2023, we rolled out new~~ values of Respect, Customer Focus, Agility, and Collaboration. Weand ~~embed~~their ~~these~~associated ~~values~~behaviors ~~and~~are ~~behaviors~~embedded in our talent processes and practices to help us evolve our already strong culture. The power of a team environment where everyone can contribute and thrive allows us to enact our strategy and deliver results today and into the future.

~~Diversity~~As part of driving sustainable success, ~~Inclusion~~the &Company ~~Belonging~~values and celebrates diversity in every aspect of work with customers, suppliers, partners, and each other. The Company's commitment to diversity, inclusion and belonging creates a collaborative environment that draws out associates’ unique capabilities that contribute to innovation, deliver bold solutions and drive growth.

AsLong-standing ~~part~~efforts ofsupporting ~~driving~~a ~~sustainable~~diverse ~~success,~~and ~~The~~inclusive ~~Company~~workplace ~~values~~remain in place and ~~celebrates~~continue ~~diversity~~to inexpand. ~~every~~The ~~aspect~~Company’s ofemployee ~~work~~resource ~~with~~groups ~~customers,~~("ERGs") ~~suppliers,~~continue ~~partners,~~to ~~and~~expand ~~each~~to ~~other~~support broader demographics. ~~The~~Existing ~~Company's~~ERGs ~~commitment~~have grown to ~~diversity~~have a presence in more countries and provide impactful development and mentoring opportunities. Our Diversity, ~~inclusion~~Inclusion, and ~~belonging~~Belonging ~~creates~~Council, aconsisting ~~collaborative~~of ~~environment~~diverse ~~that~~global ~~draws~~leaders ~~out~~from ~~associates’~~across ~~unique~~the ~~capabilities~~organization, ~~that~~helps ~~contribute~~to evolve and advance programs to ~~innovation,~~further ~~deliver~~improve ~~bold~~diversity, ~~solutions~~inclusion, and ~~drive~~belonging ~~growth~~in each region.

Long-standing programs, policies and initiatives supporting a diverse and inclusive workplace remain in place and continue to expand. The Company’s employee resource groups (ERGs) continue to expand to support broader demographics and identities. Existing ERGs have grown to have a presence in more countries and provide impactful development and mentoring opportunities.

Leadership is accountable for creating a diverse team and inclusive work environment. We incorporate such accountability in our annual performance process for our senior leaders. Our Diversity, Inclusion, and Belonging Council, consisting of diverse global leaders from across the organization, helps to evolve and advance programs to further improve diversity, inclusion, and belonging in each region.

As an industrial technology manufacturing company, we are committed to challenging the status quo by strengthening existing and building new female talent pipelines to improve gender equity. To demonstrate such commitment, the Company established an aspirational goal of achieving at least 25% female leadership representation globally by 2026. In 2023, female leadership increased by 1.5% to 22.5% as compared to previous year, while overall, 51% of the Company’s associates identify as female.

We also believe that our workforce should be fully representative of the communities where it operates. The Company also established an aspirational goal to increase the representation of Black African American employees in the U.S. to at least 5% by 2026. As a result of the continued effort on recruiting, developing and retaining talent, Black African American representation has remained relatively steady at 3.4% in 2023 as compared to the previous year.

Talent Management, Development & Succession Planning

10Building and maintaining a strong talent pipeline is essential to sustained performance and achievement of the Company's growth strategy. The leadership team incorporates talent strategy into the annual business strategy review process to ensure the Company has the capabilities and capacity to meet current and future goals and objectives. The Company conducts enterprise-wide, global talent review processes with the CEO, business unit and function leaders focusing future leadership talent with high potential, and succession plans for the Company's most critical roles. Also, the Company's Board of Directors reviews and assesses management development plans for senior executives and the succession plans relating to those critical positions.

~~Table~~The ofCompany ~~Contents~~ utilizes a leadership competency model to highlight the competencies and behaviors for success that strengthen the Company’s values and culture. The leadership competency model provides a foundation for growth and development as leaders advance in their careers with the Company.

Building and maintaining a strong talent pipeline is essential to sustained performance and achievement of the Company's growth strategy. The leadership team incorporates talent strategy into the annual business strategy review process to ensure the Company has the capabilities and capacity to meet current and future goals and objectives. The Company conducts enterprise-wide, global talent review processes with the CEO, business unit and function leaders focusing on the Company's high-performing and high-potential talent, diverse talent, and succession plans for the Company's most critical roles, as well as the development of our key talent. Also, the Company's Board of Directors reviews and assesses management development plans for senior executives and the succession plans relating to those critical positions.

In 2023, the Company introduced a leadership competency model that highlights the competencies and behaviors for success that strengthen the Company’s values and culture. The leadership competency model provides a foundation for growth and development as leaders advance in their careers.

The Company is also actively investing in identifying and developing the pipeline of future global leaders and technical experts. Efforts to enhance capabilities in this area include the creation of functional career paths and skills, early career talent pipelines and programs, including internships and other college/university recruitment programs. More specifically, accelerated development programs (e.g. such as the Company's global RISE engineering program) have been implemented to strengthen the pipeline of talent required to sustain business growth.

As the Company continues to focus on developing the talent pipeline, we are also investing in strengthening our leadership capability through leadership development programs, leadership mentoring, coaching and training. The leadership ~~training~~development ~~includes~~programs include a mix of internal and external programs and partnerships addressing fundamental leadership skills to engage, motivate and develop our talent at all stages of their leadership journey.

As an industrial technology manufacturing company, we are committed to building a high performing team with the skill sets, qualifications and diverse background. In 2024, globally 51% of our employees are female and 49% are male; 24.2% of our leaders are female. In US, 38.5% of our associates are racial or ethnic diverse, and 4.5% of our associates are Black and African American.

Compensation, Benefits and Employee Wellness

The Company provides compensation and benefits programs designed to be competitive and equitable to attract, retain and motivate highly qualified associates. The components of the Company's compensation program vary by region and job-type, and include items such as base salary, performance-based bonus plans, equity awards, paid time off, and tuition reimbursement. Global programs include a combination of statutory and additional supplemental benefits in the areas of health, welfare and retirement.

We support our employees' mental and physical and financial well-being through various programs that promote a healthy lifestyle. Our health & wellness programs vary across countries and are tailored to the needs of our employees from location to location. Globally, we offer comprehensive medical benefits and an employee assistance program that provides confidential ~~counseling and other wellbeing tools at no charge for all our employees and their families to receive support with personal, health, life, financial, or work issues.~~

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counseling and other wellbeing tools at no charge for all our employees and their families to receive support with personal, health, life, financial, or work issues.

Health and Safety

At Littelfuse, we take the health and safety of our team members very seriously and our unwavering commitment to global health and safety ("H&S") programs for all team members is integral to our continued success and competitive advantage. Our goal is to achieve a zero-injury workplace. As we continue to grow, we recognize the need to continuously evaluate our environment, health, and safety ("EHS") organization. In ~~2023~~2024, we ~~invested~~continued ~~in adding resources~~ to enhance our H&S program to meet our obligations to provide a safe and secure working environment for our employees. We are committed to meeting or exceeding EHS compliance requirements through internal and independent third-party audits.

We strive for EHS excellence by implementing and maintaining an effective EHS Management System that establishes objectives, targets and programs to achieve continual improvement. ~~training~~Training and tools are provided to all appropriate individuals in order to maintain a safe and healthy work environment.

Community Involvement

The Company works to affect positive change in the communities in which we work and live. Our giving and volunteerism philosophy is aligned towith three pillars: Green – environment and conservation, STEM – technology innovation, and Equity – humanitarian, community, and family. These overarching pillars guide our actions while providing us with the flexibility to serve the diverse needs of our local communities. WeThrough ~~donate~~corporate ~~directly as a Company~~donations, ~~match~~ employee ~~donations~~donation matching, and ~~sponsor~~volunteerism, ~~and~~we ~~encourage~~empower ~~volunteerism~~our ~~that~~teams ~~enables~~to drive meaningful change ~~around~~locally ~~the~~and ~~globe~~globally.

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SUSTAINABILITY

The Company is committed to empowering change on its sustainability journey. Every Littelfuse employee, customer, and partner has the potential to drive positive change – environmentally, socially, and ethically. Together, we’re shaping a future defined by sustainable choices and conscientious actions.

~~Sustainability is more than just a concept; it’s integrated into the Company’s business strategy, processes, and daily actions.~~ Innovation and collaboration are at the heart of ~~its~~the Company's sustainability journey. Accordingly, the Company is positioned within the global sustainability megatrend to enhance our product offering to help empower a sustainable, connected, and safer world. Many of the Company's key end markets are linked to sustainable applications such as electric ~~vehicles~~vehicle ~~and~~ charging infrastructure, renewable energy, and power management.

~~The~~To ~~Company~~support ~~publishes~~our ancommitment ~~annual Sustainability Report~~ to ~~communicate our commitment~~sustainability, ~~approach, and impact on each of~~ our ~~focus~~Chief ~~areas.~~Legal ~~The~~Officer ~~2022~~is ~~Sustainability Report was prepared in alignment with~~ the ~~GRI~~executive ~~Standards~~sponsor –of ~~2021,~~our ~~the Sustainability Accounting Standards Board (“SASB”)~~program, and ~~outlines~~we ~~our~~provide ~~governance,~~regular ~~strategy,~~updates ~~risk~~to ~~management,~~our Nominating and ~~metrics~~Governance ~~identified~~Committee inof the ~~Task~~Board ~~Force~~of onDirectors ~~Climate-Related~~that ~~Financial~~has ~~Disclosures~~oversight ~~(“TCFD”)~~responsibility ~~recommendations.~~of ~~The following goals have further been established, and progress is reported on an annual basis in~~ the ~~Sustainability~~sustainability ~~Report:~~program.

~~•Reduce~~The ~~Scope~~Company 1publishes ~~and~~an 2annual ~~Greenhouse~~Sustainability ~~Gas~~Report ~~Emissions~~to ~~38%~~communicate byour ~~2035~~commitment, ~~based~~approach, and impact on aeach ~~2019~~of ~~baseline~~our -focus areas. The 2023 Sustainability Report was prepared in ~~line~~alignment with ~~keeping~~the ~~global~~GRI ~~temperatures~~Standards ~~well~~– ~~below~~2021, 2°the ~~above~~Sustainability ~~pre~~Accounting Standards Board (“SASB”), and outlines our governance, strategy, risk management, and metrics identified in the Task Force on Climate-~~industrial~~Related ~~temperatures~~Financial Disclosures (“TCFD”) recommendations. Further, we conducted our first Double Materiality Assessment in 2024 for future regulatory disclosures.

~~•Achieve~~Information ~~zero~~on ~~waste~~the Company’s areas of focus within its sustainability program is available in ~~operations~~the Company's Sustainability Reports, located on the Company's website at https://www.littelfuse.com/about-us/sustainability.aspx. The contents of the Company's Sustainability Reports and website are not incorporated by reference in this Annual Report on Form 10-K.

•Aspire to increase diversity to have 25% female leaders by 2026, and 5% US African American employees by 2026

•Achieve zero accident workplace

•Achieve 100% Code of Conduct training

•Elevate product stewardship as a competitive advantage

Additional information on how the Company’s progress towards these goals and areas of focus within its sustainability program is available in the Company's Sustainability Reports, located on the Company's website at https://www.littelfuse.com/about-us/sustainability.aspx. The contents of the Company's Sustainability Reports and website are not incorporated by reference in this Annual Report on Form 10-K.

ENVIRONMENTAL REGULATION

The Company is subject to numerous foreign, federal, state, and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety and health. Compliance with applicable environmental regulations has not significantly changed the Company’s competitive position, capital spending or earnings in the past and the Company does not presently anticipate that compliance with such regulations will change its competitive position, capital spending or earnings for the foreseeable future.

The Company believes that it is currently in compliance in all material respects with applicable environmental laws and regulations.

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Littelfuse GmbH, which was acquired by the Company in May 2004, is responsible for maintaining closed coal mines in Germany from legacy operations. The Company is compliant with German regulations pertaining to the maintenance of the mines and has an accrual related to certain of these coal mine shafts based on an engineering study estimating the cost of remediating the dangers (such as a shaft collapse) of certain of these closed coal mine shafts in Germany. The accrual is reviewed annually and calculated based upon the estimated costs of remediating the shafts. Further information regarding the coal mine liability accrual is provided in Note 1, Summary of Significant Accounting Policies and Other Information, of the Notes to Consolidated Financial Statements included in this Annual Report.

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ITEM 1A. RISK FACTORS.

The Company’s business, financial condition, and results of operations are subject to various risks and uncertainties, including the risk factors it has identified below. Any of the following risk factors could materially and adversely affect the Company’s business, financial condition, or results of operations. These factors are not necessarily listed in order of importance.

1) Operational Risks:

The Company’s industry is subject to intense competitive pressures.

The Company operates in markets that are highly competitive. The Company competes on the basis of price, product performance and quality, service, and / or brand name across the industries and markets it serves. Competitive pressures could affect the prices the Company is able to charge its customers or demand for its products.

The Company may not always be able to compete on price, particularly when compared to manufacturers with lower cost structures. Some of the Company’s competitors have substantially greater sales, financial and manufacturing resources and may have greater access to capital than the Company. As other companies enter its markets or develop new products, competition may further intensify. The Company’s failure to compete effectively could materially adversely affect its business, financial condition, and results of operations.

The Company engages in strategic acquisitions and may not realize the anticipated benefits of the acquisitions and / or may encounter difficulties in integrating these businesses.

The Company seeks to grow through strategic acquisitions. In the past, the Company has acquired a number of businesses or companies and additional product lines and assets. The Company intends to continue to expand and diversify its operations with additional future acquisitions.

An acquired business, technology, service or product could under-perform relative to the Company’s expectations and the price paid for it, or not perform in accordance with the Company’s anticipated timetable. This could cause the Company’s financial results to differ from expectations in any given fiscal period, or over the long term. The success of these transactions also depends on the Company’s ability to integrate the assets, operations, and personnel associated with these acquisitions. The Company may encounter difficulties in integrating acquisitions with the Company’s operations and may not realize the degree or timing of the benefits that are anticipated from an acquisition.

The Company may also discover liabilities or deficiencies associated with the companies or assets it acquires that were not identified in advance, which may result in significant unanticipated costs. The effectiveness of the Company’s due diligence review and its ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies acquired or their representatives, as well as the limited amount of time in which acquisitions are executed. In addition, the Company may fail to accurately forecast the financial impact of an acquisition transaction, including tax and accounting charges. Acquisitions may also result in recording of significant additional expenses to the results of operations and recording of substantial intangible assets on the balance sheet upon closing. Any of these factors may adversely affect the Company’s financial condition and results of operations.

Disruptions in the Company’s manufacturing, supply or distribution chain could result in an adverse impact on results of operations.

The Company sources materials and sells ~~product~~products through various global ~~network channels~~networks. A disruption could occur within the Company’s manufacturing, distribution or supply chain network. This could include damage or destruction due to various causes including natural disasters or political instability which would cause one or more of these ~~network~~networks ~~channels~~ to become non-operational. This could adversely affect the Company’s ability to manufacture or deliver its products in a timely manner, impair its ability to meet customer demand for products and result in lost sales or damage to its reputation. Such a disruption could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be unable to manufacture and deliver products in a manner that is responsive to its customers’ needs.

The end markets for the Company’s products are characterized by technological change, frequent new product introductions and enhancements, changes in customer requirements and emerging industry standards. The introduction of products embodying new technologies and the emergence of new industry standards could render its existing products obsolete and

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unmarketable before it can recover any or all of its research, development, and commercialization expenses on capital investments. Furthermore, the life cycles of its products may change and are difficult to estimate.

The Company’s future success will depend upon its ability to manufacture and deliver products in a manner that is responsive to its customers’ needs. The Company will need to develop and introduce new products and product enhancements on a timely basis that keep pace with technological developments and emerging industry standards and address increasingly sophisticated requirements of its customers. The Company invests heavily in research and development without knowing if it will recover these costs. The Company’s competitors may develop products or technologies that will render its products non-competitive or obsolete. If it cannot develop and market new products or product enhancements in a timely and cost-effective manner, its business, financial condition and results of operations could be materially adversely affected.

The Company’s business may be interrupted by labor disputes or other interruptions of supplies.

A work stoppage could occur at certain Company facilities, most likely as a result of disputes under collective bargaining agreements or in connection with negotiations of new collective bargaining agreements. Further, our reliance on international supply chain systems exposes us to potential interruptions and delays cause by transportation labor shortages, including dock worker stoppages and freight carrier disruptions. In addition, the Company may experience a shortage of supplies for various reasons, such as financial distress, work stoppages, natural disasters, or production difficulties that may affect one of its suppliers. A significant work stoppage, or an interruption or shortage of supplies for any reason, if protracted, could substantially adversely affect the Company’s business, financial condition and results of operations.

Failure to attract and retain qualified personnel could affect the Company’s business results.

The Company’s success in its existing and acquired businesses, depends on the Company’s ability to attract, retain, and motivate a highly-skilled and diverse management team and workforce. Failure to ensure that the Company has the depth and breadth of personnel with the necessary skill set and experience could impede its ability to deliver growth objectives and execute the Company’s strategy. Competition for qualified employees among companies that rely heavily upon engineering and technology is at times intense, and the loss of qualified employees could hinder the Company’s ability to conduct research activities successfully and develop marketable products.

The Company may not be successful in protecting its intellectual property.

The Company considers its intellectual property, including patents, trade names, and trademarks, to be of significant value to its business as a whole. The Company’s products are manufactured, marketed, and sold under a portfolio of patents, trademarks, licenses, and other forms of intellectual property, some of which expire or are allowed to lapse at various dates in the future. The Company develops and acquires new intellectual property on an ongoing basis and considers all of its intellectual property to be valuable. The Company's policy is to file applications and obtain patents for the great majority of its novel and innovative new products including product modifications and improvements. Based on the broad scope of its product lines, the Company believes that the loss or expiration of any single intellectual property right would not have a material adverse effect upon its consolidated results of operations, financial position and cash flows; however, multiple losses or expirations could have a material adverse effect upon the Company’s consolidated results of operations, financial position and cash flows.

The Company may incur material losses and costs as a result of defects in its products, including as a result of warranty claims, product recalls, and product liability.

The Company has been notified by one of its customers of a product recall potentially due to certain fuses provided by the Company and incorporated in the customer’s products. The Company is working with its customer to investigate the cause and level of responsibility for this recall. Given the highly complex products that the Company manufactures, it is possible that those products, including third-party components contained in those products, may contain defects or fail to work properly or as intended when integrated with customer products. This could subject the Company to product liability or warranty claims, which could lead to significant expenses, including recall, repair, and/or replacement costs and, potentially breach of contract or other damage claims, all of which could materially adversely affect the Company’s financial results. This is particularly true if the Company does not discover these issues until after the products have been sold and deployed. In addition to expenses directly attributable to product defects, the Company’s reputation and ability to attract and retain customers may be harmed. Further, significant warranty and product liability claims may, among other things, result in the need for significant reserves, divert management’s and other personnel’s attention, cause production delays, impact on-time delivery of products to other customers, reduce margins, and delay recognition of revenues. It is also possible that end users of customers’ products may make claims against the Company, resulting in additional defense costs and potential damages. Although, the Company generally attempts to limit its liability through standard contract terms and conditions and maintains insurance in connection with product defects and warranty claims, it is possible that the Company may not be able to enforce contractual limitations on

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damages and/or that a successful claim against the Company may exceed the Company’s applicable insurance policy limits or be excluded from coverage.

2) Regulatory Risks:

Climate change, and the regulatory and legislative developments related to climate change, may have a material adverse impact on our business and results of operations.

The potential physical impacts of climate change on our business operations are highly uncertain and differ in each geographic region where we operate. These impacts may include changes in weather patterns and increased weather intensity, water shortages, changing sea levels and changing temperatures. The impacts of climate change may materially and adversely impact the cost of production, insurance availability, and financial performance of our operations. Further, any impacts to our business and financial condition as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our or others infrastructure, which could disrupt our supply chain and our customers and ultimately our business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate-related events have the potential to disrupt our business, including the business of our suppliers and customers, and may cause us to experience higher attrition, and additional costs to resume operations.

Increased government or governmental bodies contemplating legislative and regulatory changes in response to the potential impact of climate change could impose significant costs on us and our suppliers and customers, including increased cost of materials and natural resources, sources and supply of energy, capital equipment, environmental monitoring and reporting, or other costs to comply with such regulations. Potential regulations or standards could mandate more restrictive manufacturing requirements, such as stricter limits on greenhouse gas emissions and material used in production. Some jurisdictions have already passed such laws. For example, California enacted legislation in 2023 requiring disclosure of certain companies' greenhouse gas ("GHG") emissions, climate-related financial risks, voluntary carbon offsets ("VCOs"), and certain climate-related emission claims. Any future climate change regulations could also adversely impact our ability to compete with companies not subject to such regulations. In addition, the European Union ("EU") enacted the Corporate Sustainability Reporting Directive ("CSRD") and Corporate Sustainability Due Diligence ("CS3D") in 2023 and 2024, respectively. We are further assessing our compliance and reporting strategies under CSRD and CS3D, but our obligations under these and other EU climate directives may incur substantial effort in the future.

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materials and natural resources, sources and supply of energy, capital equipment, environmental monitoring and reporting, or other costs to comply with such regulations. Potential regulations or standards could mandate more restrictive manufacturing requirements, such as stricter limits on greenhouse gas emissions and material used in production. Some jurisdictions have already passing such laws. For example, California enacted legislation in 2023 requiring disclosure of certain companies' greenhouse gas (GHG) emissions, climate-related financial risks, voluntary carbon offsets (VCOs), and certain climate-related emission claims. Any future climate change regulations could also adversely impact our ability to compete with companies not subject to such regulations.

Changes in U.S. and other countries trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.

In the past several years, the U.S. government adopted a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It also imposed tariffs on certain foreign goods and products. These measures may materially increase costs for goods imported into the U.S. ~~This~~Further, the global trade policies and tensions could create additional complexities. Our international presence subjects us to risks associated with international trade conflicts between the United States and its trade partners, including, without limitation, China, Mexico and Canada, particularly with regard to tariffs and import/export controls. These factors in turn could require us to materially increase prices to our customers which may reduce demand, or, if we do not or are unable to increase prices, could result in lower margins on products sold. Changes in U.S. trade policy have resulted in, and could result in more, U.S. trading partners adopting responsive trade policies making it more difficult or costly for us to export our products to those countries. Additionally, continued ~~geo-political~~geopolitical issues may result in customers inoutside ~~China~~the U.S. seeking to source products from local suppliers, which could result in lower sales or lost customers.

The Company is exposed to political, economic, and other risks that arise from operating a multinational business.

The Company's customers, suppliers, employees and operations are located in numerous countries around the world, and contribute significantly to its revenues and earnings. Sales to customers outside the U.S. constituted approximately 6563% of the Company's net sales in fiscal ~~2023~~2024, including approximately 23% to China~~, which decreased from 25% in fiscal 2022~~.

Economic conditions in China have been, and may continue to be, volatile and uncertain. In addition, the legal and regulatory system in China continues to evolve and is subject to change. There also continues to be significant uncertainty about the relationship between the U.S. and ~~China~~other countries, including China, with respect to geopolitics, trade policies, treaties, government regulations, and tariffs. The result of the recent U.S. elections may compound this uncertainty. Further deterioration of economic conditions or outlook, such as lower economic growth, recession or fears of recession in ~~China~~other countries may adversely affect the demand for or profitability of our products and services.

Many of the Company's key customers are located outside of U.S. and maintain global operations. Serving a global customer base and remaining competitive in the global marketplace requires the Company to diversify its operations outside the U.S. to capitalize on customer and market opportunities, build a global workforce and maintain a cost efficient structure. In addition, the Company sources a significant amount of raw materials, components and finished goods from third-party suppliers and contract manufacturers. The Company’s operating activities are subject to a number of risks generally associated with multi-national operations, including risks relating to the following:15

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Many of the Company's key customers are located outside of the U.S. and maintain global operations. Serving a global customer base and remaining competitive in the global marketplace requires the Company to diversify its operations outside the U.S. to capitalize on customer and market opportunities, build a global workforce and maintain a cost efficient structure. In addition, the Company sources a significant amount of raw materials, components and finished goods from third-party suppliers and contract manufacturers. The Company’s operating activities are subject to a number of risks generally associated with multi-national operations including risks relating to the following:

•general economic conditions;

•currency fluctuations and exchange restrictions;

•import and export duties and restrictions;

•the imposition of tariffs and other import or export barriers;

•compliance with regulations governing import and export activities;

•current and changing regulatory requirements;

•political and economic instability;

•potentially adverse income tax consequences;

•transportation delays and interruptions;

•labor unrest;

•natural disasters;

•terrorist activities;

•war and acts of war;

•public health concerns, including the outbreak of the coronavirus or other pandemics;

•difficulties in staffing and managing multi-national operations; and

•limitations on the Company’s ability to enforce legal rights and remedies.

Any of these factors could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows. In addition, the effects on the global economy of the Russia-Ukraine and Israel-Hamas wars, particularly if they escalate, are uncertain.

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Environmental liabilities could adversely impact the Company’s financial position.

Foreign, federal, state and local laws and regulations impose various restrictions and controls on the discharge of materials, chemicals and gases used in the Company’s manufacturing processes or in its finished goods. These environmental regulations have required the Company to expend a portion of its resources and capital on relevant compliance programs. Under these laws and regulations, the Company could be held financially responsible for remedial measures if its current or former properties are contaminated or if it sends waste to a landfill or recycling facility that becomes contaminated, even if the Company did not cause the contamination. The Company may be subject to additional common law claims if it releases substances that damage or harm third parties. In addition, future changes in environmental laws or regulations may require additional investments in capital equipment or the implementation of additional compliance programs. Any failure to comply with new or existing environmental laws or regulations could subject the Company to significant liabilities and could have a material adverse effect on its consolidated results of operations, financial position and cash flows.

Future environmental laws, regulations, standards and other obligations as well as changes in the interpretation of existing environmental laws, regulations, standards and other obligations could impair our ability to operate our business, such as through increased compliance costs and procedures, additional investments in capital equipment and distraction of management from other operational and strategic matters. For example, in June 2024 in Loper Bright Enterprises v. Raimondo ("Loper"), the Supreme Court’s holding that courts need not defer to a governmental agency’s interpretation of an ambiguous statute that it administers may result in increased challenges, changes to existing agency regulations, and uncertainty as to how courts may interpret agency regulations in the future. Any failure to comply with new or existing environmental laws or regulations could subject the Company to significant liabilities and could have a material adverse effect on its consolidated results of operations, financial position and cash flows. Further, the Trump administration and newly elected Congress and appointed agency chairs may seek sweeping changes in environmental regulation.

In the conduct of manufacturing operations, the Company has handled and does handle materials that are considered hazardous, toxic or volatile under federal, state, and local laws. The risk of accidental release of such materials cannot be completely eliminated. In addition, the Company operates or owns facilities located on or near real property that was formerly owned and operated by others. Certain of these properties were used in ways that involved hazardous materials. Contaminants may migrate from, within or through these properties. These releases or migrations may give rise to claims. Where third parties are responsible for contamination, the third parties may not have funds, or not make funds available when needed, to pay remediation costs imposed upon the Company under environmental laws and regulations.

The Company is responsible for the maintenance of discontinued coal mining operations in Germany. The risk of environmental remediation exists, and the Company is in the process of remediating the mines considered to be the most at risk.

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3) Financial Risks:

The Company’s effective tax rate could materially increase as a consequence of various factors, including U.S. and/or international tax legislation, mix of the Company’s earnings by jurisdiction, and U.S. and non-U.S. jurisdictional tax audits.

The Company is subject to taxes in the U.S. and numerous non-U.S. jurisdictions. Therefore, it is subject to changes in tax laws in each of these jurisdictions, including changes discussed in the paragraphs below. Further, the results of the recent U.S. elections could create additional complexities in the U.S.'s and other countries' tax policies. The outcome of these and other legislative developments, including changes to interpretations of recently enacted legislation, could have a material adverse effect on the Company’s future effective tax rate and cash flows.

The Organization for Economic Cooperation and Development (“OECD”) has been working with a group of more than 100 countries to significantly change the tax treatment of multinational businesses, subjecting them to tax in additional jurisdictions, modifying the methods by which they allocate profits among jurisdictions, and subjecting them to a minimum level of tax of 15%, on a country-by-country-basis. As part of this effort, in December of 2021, the OECD published model rules to assist with implementation of the minimum tax regime.

In December of 2022, the European Union reached an agreement pursuant to which all European Union countries agreed to enact laws based upon the OECD-led minimum tax proposals. AsDuring ~~of the end of 2023~~2024, ~~many of the European Union countries have already enacted~~ these rules became effective for ~~years~~most ~~beginning~~European ~~on or after December 31, 2023~~jurisdictions. Similar legislation was adopted, or is expected to be adopted, in other countries with widespread implementation of the global minimum tax anticipated by the end of 2025. The Company’s income tax rate in certain non-U.S. jurisdictions is lower than 15%. Once these minimum tax rules are effective, they could have a significant adverse effect on the Company’s future effective tax rate and cash flows.

The Company has two subsidiaries in China which benefit from lower ~~income~~ tax rates due to “tax holidays” which apply for three-year periods. The tax holiday for one of the subsidiaries expired at the end of ~~2022~~2023 but was later extended for an additional three years, ~~retroactive~~retroactively to include all of ~~2023~~2024, as well as ~~2024~~2025 and ~~2025,~~2026; and for the other subsidiary, the tax holiday ~~expired~~will expire at the end of ~~2023~~2025. Future year tax benefits will depend upon the Company’s ability to obtain extensions, after the three-year periods expire. There can be no assurance that future extensions will be granted.

The tax rates applicable in the jurisdictions within which the Company operates vary widely. Therefore, the Company’s effective tax rate may be adversely affected by changes in the mix of its earnings by jurisdiction.

The Company’s tax returns are subject to examination by various U.S. and non-U.S. tax authorities, including the U.S. Internal Revenue Service. The Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for income taxes. However, there can be no assurance as to the outcome of these examinations.

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The Company’s ability to manage currency or commodity price fluctuations or supply shortages is limited.

As a resource-intensive manufacturing operation, the Company is exposed to a variety of market and asset risks, including the effects of changes in commodity prices, foreign currency exchange rates, and interest rates. The Company has multiple sources of supply for the majority of its commodity requirements. The Company monitors and manages exposures in changes in commodity prices, foreign currency exchange rates, and interest rates as an integral part of its overall risk management program, which recognizes the unpredictability of markets and seeks to reduce the potentially adverse effects on its results. Nevertheless, changes in currency exchange rates, commodity prices and interest rates cannot always be predicted. In addition, because of intense price competition and the Company’s high level of fixed costs, it may not be able to address such changes even if they are foreseeable. Substantial changes in these rates and prices could have a material adverse effect on the Company’s results of operations and financial condition. In addition, significant portions of its revenues and earnings are exposed to changes in foreign currency rates. As it operates in multiple foreign currencies, changes in those currencies relative to the U.S. dollar will impact its revenues and expenses. The impact of possible currency devaluation in countries experiencing high inflation rates or significant exchange fluctuations can impact the Company’s results and financial guidance. For additional discussion of interest rate, currency or commodity price risk, see Item 7A, Quantitative and Qualitative Disclosures about Market Risk.

A significant fluctuation between the U.S. dollar and other currencies could adversely impact the Company's revenue and earnings.

Although the Company's financial results are reported in U.S. dollars, the majority of the Company’s operations consist of manufacturing and sales activities in foreign countries. The Company’s most significant net long exposure is to the euro. The Company’s most significant net short exposures are to the Chinese renminbi, Mexican peso, and Philippine peso. Changes in foreign exchange rates could have an adverse effect on the Company's results of operations, financial position and cash flows.

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Company’s most significant net short exposures are to the Chinese renminbi, Mexican peso, and Philippine peso. Changes in foreign exchange rates could have an adverse effect on the Company's results of operations, financial position and cash flows.

The Company’s revenues may vary significantly from period to period.

The Company’s revenues may vary significantly from one period to another due to a variety of factors including:

•changes in customers’ buying decisions;

•changes in demand for its products;

•changes in its distributor inventory stocking;

•the Company’s product mix;

•the Company’s effectiveness in managing manufacturing processes;

•costs and timing of its component purchases;

•the effectiveness of its inventory control;

•the degree to which it is able to utilize its available manufacturing capacity;

•the Company’s ability to meet delivery schedules;

•general economic and industry conditions;

•local conditions and events that may affect its production volumes, such as labor conditions and political instability; and

•seasonality of certain product lines.

Reorganization activities may lead to additional costs and material adverse effects.

In the past, the Company has taken actions to restructure and optimize its production and manufacturing capabilities and efficiencies through relocations, consolidations, plant closings or asset sales. In the future, the Company may take additional restructuring actions including the consolidating, closing or selling of additional facilities. These actions could result in impairment charges and various charges for such items as idle capacity, disposition costs and severance costs, in addition to normal or attendant risks and uncertainties. The Company may be unsuccessful in any of its current or future efforts to restructure or consolidate its business. Plans to minimize or eliminate any loss of revenues during restructuring or consolidation may not be achieved. These activities may have a material adverse effect upon the Company’s business, financial condition and results of operations.

A decline in expected profitability of the Company or individual reporting units of the Company could result in the impairment of assets, including goodwill and other long-lived assets.

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The Company continues to hold material amounts of goodwill and other long-lived assets on its balance sheet. A decline in expected profitability, particularly if there is a decline in the global economy, could call into question the recoverability of the Company’s related goodwill and other long-lived tangible and intangible assets and require the write-down or write-off of these assets. Such an occurrence could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.

As a result of the 2024 annual goodwill impairment test, the Company recorded non-cash charges of $36.1 million and $8.6 million to reflect the impairment of goodwill for the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively. There were no impairment charges recorded during the fiscal years of 2023 and 2022.

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

We have identified a material weaknesses in our internal control over financial reporting, and ineffective internal controls could impact the accuracy and timely reporting of our business and financial results.

Our disclosure controls or our internal control over financial reporting may not prevent or detect all errors, including simple errors or mistakes, and all incidents of non-compliance, which may result in misstatements. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to the preparation and accurate presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to timely and appropriately implement new, required or improved controls, such failure

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may result in the loss of investor confidence in our financial reports, and we may incur significant expenses to remediate any resulting internal control deficiencies. Such failure may, ultimately, have an adverse effect on the trading price of our common stock. Further, controls may become inadequate over time because of changes in conditions or the degree of compliance with the policies may deteriorate. The design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs.

The Company’s management has identified the material weaknesses described below. In making this assessment, management has concluded that we did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, at certain of our non-U.S. manufacturing locations, we lacked sufficiently skilled operational and accounting personnel to ensure that internal control responsibilities were performed and aligned with internal control objectives.

The material weakness in the control environment contributed to an additional material weakness related to the design and operating effectiveness of control activities over the existence of inventory at these locations. The Company did not maintain effective controls related to inventory cycle counts to validate existence of inventory, and consequently, the completeness and accuracy of the data used in evaluating the appropriateness of the valuation of inventory and related reserves. These material weaknesses resulted in corrections through cumulative out-of-period adjustments as described in notes to the consolidated financial statements as of and for the year ended December 28, 2024. The Company evaluated the impact of the error and out-of-period adjustment and concluded it was not material to any previously issued financial statements and the adjustment was not material to the year ended December 28, 2024.

Further, we have incurred additional costs and risks, including costs for accounting and legal fees in connection with the ongoing process of remediating the material weaknesses. We could also be subject to regulatory, stockholder or other actions in connection with the material weaknesses, and such actions would divert management’s time and attention. For a description of the material weaknesses identified by management and the remediation efforts being implemented to address the material weaknesses, see “Part II, Item 9A - Controls and Procedures.” If the enhanced controls implemented to address the material weaknesses and to strengthen our overall internal control do not operate effectively, if we are unsuccessful in implementing or following these enhanced processes, or if we are otherwise unable to remediate this material weaknesses, such failures may result in delayed or inaccurate reporting of our financial results.

The bankruptcy or insolvency of a major customer could adversely affect the Company.

The bankruptcy or insolvency of a major customer could result in lower sales revenue and cause a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows. In addition, the bankruptcy or insolvency of a major auto manufacturer or significant supplier likely could lead to substantial disruptions in the automotive supply base, resulting in lower demand for the Company’s products, which would likely cause a decrease in sales revenue and have a substantial adverse impact on the Company’s consolidated results of operations, financial position and cash flows.

The inability to maintain access to capital markets may adversely affect the Company’s business and financial results.

The Company’s ability to invest in its businesses, make strategic acquisitions, and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings. If the Company is unable to access the capital markets or bank credit facilities, it could experience a material adverse effect on its consolidated results of operations, financial position and cash flows.

Fixed costs may reduce operating results if sales fall below expectations.

The Company’s expense levels are based, in part, on its expectations for future sales. Many of the Company’s expenses, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed. The Company might not be able to reduce spending quickly enough to compensate for reductions in sales. Accordingly, shortfalls in sales could materially and adversely affect the Company’s consolidated results of operations, financial position and cash flows.

The volatility of the Company’s stock price could affect the value of an investment in the Company’s stock and future financial position.

The market price of the Company’s stock can fluctuate widely. Between December 3130, ~~2022~~2023 and December 3028, ~~2023~~2024, the closing sale price of the Company’s common stock ranged between a low of $~~212~~222.89 and a high of $~~309~~275.96. The volatility of the stock price may be related to any number of factors, such as volatility in the financial markets, general macroeconomic conditions, industry conditions, market expectations concerning the Company’s results of operations, or the volatility of its revenues as discussed above under “The Company’s revenues may vary significantly from period to period.” The historic market price of the Company’s common stock may not be indicative of future market prices. The Company may not be able to sustain or increase the value of its common stock. Declines in the market price of the Company’s stock could adversely affect the Company’s ability to retain personnel with stock incentives, to acquire businesses or assets in exchange for stock and/or to conduct future financing activities with or involving the Company’s common stock.

~~The Company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.~~19

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~~The~~market ~~Company~~price ~~relies on its information technology systems and networks in connection with many~~ of ~~its business activities. Some of these networks and systems are managed directly by~~ the Company,’s ~~while~~common ~~others~~stock ~~are~~may ~~managed by third-party service providers and are~~ not ~~under~~be ~~the~~indicative ~~Company’s~~of ~~direct~~future ~~control~~market prices. The Company’s ~~operations~~may ~~routinely~~not ~~involve~~be ~~receiving,~~able ~~storing, processing and transmitting sensitive information pertaining~~ to ~~its~~sustain ~~business,~~or ~~customers,~~increase ~~dealers, suppliers, employees, and other sensitive matters. As with most companies,~~ the ~~Company~~value ~~has~~of ~~experienced cyber-attacks, attempts to breach~~ its ~~systems,~~common ~~and other similar incidents, none of which have been material~~stock. ~~Any~~Declines ~~future cyber incidents could, however, materially disrupt operational systems; result~~ in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding employees or customers or other third parties; and jeopardize the ~~security~~market price of the Company’s ~~facilities.~~stock ~~A cyber incident~~ could beadversely ~~caused~~affect bythe ~~malicious~~Company’s ~~outsiders~~ability ~~using sophisticated methods~~ to ~~circumvent~~retain ~~firewalls,~~personnel ~~encryption,~~with ~~and~~stock ~~other security defenses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target~~incentives, ~~the Company may be unable~~ to ~~anticipate~~acquire ~~these~~businesses ~~techniques~~ or toassets ~~implement adequate preventative measures. Information technology security threats, including security breaches, computer malware, and other cyber-attacks are increasing~~ in ~~both~~exchange ~~frequency~~for ~~and~~stock ~~sophistication~~ and/or ~~could create financial liability, subject the Company~~ to ~~legal~~conduct orfuture ~~regulatory~~financing ~~sanctions~~activities ~~or damage the Company’s reputation~~ with ~~customers,~~or ~~dealers,~~involving ~~suppliers, and other stakeholders. The Company continuously seeks to maintain a robust program of information security and controls, but~~ the ~~impact of a material information technology event could have a material adverse effect on the~~ Company’s ~~competitive~~common ~~position, reputation, results of operations, financial position and cash flows~~stock.

The Company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.

The Company relies on its information technology systems and networks in connection with many of its business activities. Some of these networks and systems are managed directly by the Company, while others are managed by third-party service providers and are not under the Company’s direct control. The Company’s operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to its business, customers, dealers, suppliers, employees, and other sensitive matters. As with most companies, the Company has experienced cyber-attacks, attempts to breach its systems, and other similar incidents, none of which have been material. Any future cyber incidents could, however, materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding employees or customers or other third parties; and jeopardize the security of the Company’s facilities. A cyber incident could be caused by malicious outsiders using sophisticated methods to circumvent firewalls, encryption, and other security defenses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, the Company may be unable to anticipate these techniques or to implement adequate preventative measures. Information technology security threats, including security breaches, computer malware, and other cyber-attacks are increasing in both frequency and sophistication and could create financial liability, subject the Company to legal or regulatory sanctions or damage the Company’s reputation with customers, dealers, suppliers, and other stakeholders. In addition, the widespread adoption and rapid evolution of artificial intelligence technologies may increase our cybersecurity risk, including the use of generative artificial intelligence to augment existing or to create new malware. The Company continuously seeks to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on the Company’s competitive position, reputation, results of operations, financial position and cash flows.

Customer demands and regulations related to conflict-free minerals may force the Company to incur additional expenses.

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires disclosure of the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries and efforts to prevent the use of such minerals. In the semiconductor industry, these minerals are most commonly found in metals. As there may be only a limited number of suppliers offering “conflict free” metals, the Company cannot be certain that it will be able to obtain necessary metals in sufficient quantities or at competitive prices. Also, the Company may face challenges with its customers and suppliers if it is unable to sufficiently verify that the metals used in its products are “conflict free.”

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

From an external assessment and monitoring perspective, Littelfuse engages third parties to monitor and report on known exploitable vulnerabilities, within and external to Littelfuse’s information technology ("IT") ecosystems. These third parties provide assessment and vulnerability scanning tools to detect exploitable unauthorized access into the Littelfuse environments.

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The Audit Committee of the Board of Directors is tasked with reviewing the Company’s policies and procedures related to cybersecurity risks and incidents. The Company’s Chief Information Officer ("CIO") oversees its cybersecurity program, and regularly provides updates to Littelfuse Senior Leadership and the Audit Committee, as well as the full Board, which include information regarding our cybersecurity program initiatives, insurance coverage, acquisition integration processes, program performance as well as the maturity of the Littelfuse cybersecurity program. These cybersecurity maturity updates are based on cybersecurity maturity reporting and analysis by the Littelfuse internal IT team, as well as reporting provided by independent third parties. The updates help Senior Leadership, the Audit Committee, and the Board to understand the risks the organization faces based on changing cybersecurity threats and on changes to the Littelfuse environment due to factors such as acquisitions and new technology upgrades and improvements. Representatives from Littelfuse’s technology team and other business functions receive regular cybersecurity risk reports and use this information for its decision making in operational improvements as well as budget and resource allocations. The CIO has managed and evolved the cyber security function at Littelfuse for the past five years and is supported by a cyber security leader with over 20 years of Littelfuse experience in IT infrastructure, IT operations, and cybersecurity.

The ISMS within Littelfuse consists of internationally recognized program elements that reduce the risk of an operational or cybersecurity incident from significantly impacting Littelfuse and its customers, vendors, and employees. These ISMS elements include but are not limited to:

Security Awareness and Training – Littelfuse has an IT security awareness program consisting of training on the fundamentals of information security protection. These training courses are provided annually.

Network Protection – Network protection, detection, and monitoring technologies have been deployed on all external and internal network connections to segment different sections of the business from each other to strengthen key protection capabilities.

Identity and Access Management ("IAM") – Littelfuse has implemented user authentication controls on its systems, devices, data, and applications. In addition, multi-factor authentication is implemented for all personnel who remotely access or have privileged account access to Littelfuse systems and networks.

Data Classification and Protection – Littelfuse has implemented data loss prevention and classification labels and encryption on its internal unstructured data to prevent unauthorized data loss and data sharing. Structured data in ERP systems and core business systems are encrypted and protected by industry cybersecurity standards and procedures.

Endpoint Protection – Littelfuse has implemented anti-virus, malware, and endpoint protection management detection and monitoring solutions on end-user devices and servers. Logs and alerts from these monitoring solutions are routed to independent third-party monitoring vendors that provide 24/7 monitoring, around the world.

Threat and Vulnerability Management – Littelfuse uses an internationally recognized managed security services provider ("MSSP") and technologies to collect security alert and audit logs on a 24/7 basis, monitor and assess latest threat intelligence, provide analysis on new identified potential vulnerabilities, and provide response and support services to rapidly reduce any identified vulnerabilities.

Security Incident Management – Security incident response plans and procedures have been developed in collaboration with our MSSP. They allow us to assess potential threats, first and second level notification and response protocols, and supporting notification protocols – both internally and externally. These plans, procedures, and protocols are tested and updated on a regular basis.

Resiliency and Contingency Planning – Risk assessments are performed on a regular basis to assess the IT risk of single points of failure, security maturity, and security vulnerabilities. The results of these assessments are used to define various resiliency and contingency mitigation strategies, corrective action plans, on-site and remote data back-up strategies and technologies and allocation of IT resources.

ITEM 2. PROPERTIES.

The Company’s engineering and research and development, manufacturing, sales, warehouses, and distribution centers are located in approximately 76 owned or leased facilities worldwide with primary operations in China, France, Germany, India, Ireland, Italy, Japan, Lithuania, Mexico, Netherlands, Philippines, South Korea, Spain, U.K, the U.S., and Vietnam totaling approximately 5.0 million square feet. The Company’s owned facilities include approximately 2.6 million square feet and the Company’s leased facilities include approximately 2.4 million square feet. The Company’s corporate headquarters is located in the U.S. in Chicago, Illinois.

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Ireland, Italy, Japan, Lithuania, Mexico, Netherlands, Philippines, South Korea, Spain, U.K, the U.S., and Vietnam totaling approximately 5.3 million square feet. The Company’s owned facilities include approximately 3.0 million square feet and the Company’s leased facilities include approximately 2.3 million square feet. The Company’s corporate headquarters is located in the U.S. in Rosemont, Illinois.

The Company believes its facilities are adequate to meet its requirements for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

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The Company is not a party to any material legal proceedings, other than routine litigation incidental to its business.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

Information about our Executive Officers.

The executive officers of the Company are as follows:

Name	Age	Position
David W. Heinzmann	6061	President and Chief Executive Officer (retired as of February 10, 2025)
Meenal A. Sethna	54	Executive Vice President and Chief Financial Officer
Gregory N. Henderson	56	President and Chief Executive Officer (effective as of February 10, 2025)
Ryan K. Stafford	56	Executive Vice President, Mergers and Acquisitions, Chief Legal Officer and Corporate Secretary
Meenal A. Sethna	55	Executive Vice President and Chief Financial Officer
Maggie Chu	55	Senior Vice President and Chief Human Resources Officer
Ryan K. Stafford	57	Executive Vice President, Mergers and Acquisitions, Chief Legal Officer and Corporate Secretary
Matthew J. Cole	52	Senior Vice President, eMobility and Corporate Strategy
Maggie Chu	56	Senior Vice President and Chief Human Resources Officer
Alexander Conrad	5758	Senior Vice President and General Manager, Passenger Vehicle Business
Peter Kim	5152	Senior Vice President and General Manager, Industrial Business
Chad Marak	4445	Senior Vice President and General Manager, Semiconductor Products
Deepak Nayar	6465	Senior Vice President and General Manager, Electronics Business
David Ruppel	54	Senior Vice President and General Manager, Commercial Vehicle Products

David W. Heinzmann, served as President and Chief Executive Officer ~~and~~until ahis ~~member~~retirement as of February 10, 2025. Mr. Heinzmann will remain on the Littelfuse Board ofthrough ~~Directors~~April 2025 and serve as an advisor to the Company through August 10, 2025. Mr. Heinzmann began his career at Littelfuse in 1985 as a manufacturing engineer and has held positions of increasing responsibility since that time, including Vice President, Global Operations, from 2007 to 2014, and Chief Operating Officer from 2014 until assuming ~~his~~the ~~current~~ position of President and Chief Executive Officer in 2017 until his retirement in February 2025.

Gregory N. Henderson, President and Chief Executive Officer and a member of the Board of Directors. Dr. Henderson was appointed President and Chief Executive officer effective February 10, 2025. From 2017 to 2024, Dr. Henderson served as the Senior Vice President of the Automotive & Energy, Communications, and Aerospace Group for Analog Devices, Inc. (NASDAQ: ADI), a semiconductor company specializing in data conversion, signal processing and power management technology. Previously, he served as Vice President of the RF and Microwave Business for Analog Devices from 2014 to 2017, and as Vice President of the RF and Microwave Business for Hittite Microwave Corporation until its acquisition by Analog Devices in 2014. Before joining Hittite, Dr. Henderson held various positions of increasing technical and leadership responsibility at Harris Corporation, Tyco Electronics, TriQuint Semiconductor, and IBM (NYSE: IBM).

Meenal A. Sethna, Executive Vice President and Chief Financial Officer. Ms. Sethna joined Littelfuse in 2015 as Senior Vice President of Finance until assuming her current position in 2016. Prior to joining Littelfuse, Ms. Sethna served from 2011 to 2015 as Vice President and Corporate Controller of Illinois Tool Works Inc., a diversified manufacturer of specialized industrial equipment, consumables, and related service businesses. Ms. Sethna is a Certified Public Accountant in Illinois.

Ryan K. Stafford, Executive Vice President, Mergers and Acquisitions, Chief Legal Officer and Corporate Secretary. Mr. Stafford joined Littelfuse as its first General Counsel and Chief Human Resources Officer in 2007, became Corporate Secretary in 2017, and assumed his current position in 2021. Prior to joining Littelfuse, Mr. Stafford served in a number of roles at Tyco International Ltd., including Vice President of China Operations and Vice President & General Counsel for its Engineered Products & Services Business Segment.

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Maggie Chu, Senior Vice President and Chief Human Resources Officer. Ms. Chu joined Littelfuse in 2021 as Senior Vice President and Chief Human Resources Officer. Prior to joining Littelfuse, Ms. Chu served from 2018 to 2021 at Caterpillar, Inc., a leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives, as Segment Human Resources Director for the Energy & Transportation segment and Corporate Services group. Prior to Caterpillar, Ms. Chu spent 15 years with General Electric Company, a high-tech industrial company, in a number of global human resources leadership roles across several of General Electric’s industrial businesses.

Matthew J. Cole, Senior Vice President, eMobility and Corporate Strategy. Mr. Cole joined Littelfuse in 2015 as Senior Vice President and General Manager, Industrial Business Unit, and in 2019 became Senior Vice President, Business Development and Corporate Strategy until assuming his current position in 2021. Prior to joining Littelfuse, Mr. Cole served from 2009 to 2015 as Vice President and General Manager of the Advanced Measurement Technology division of AMETEK, a global leader in electronic instruments and electromechanical devices.

Alexander Conrad, Senior Vice President and General Manager, Passenger Vehicle Business. Mr. Conrad joined Littelfuse in 2005 as Sales Manager, Germany & Eastern Europe. He then held various positions of increasing responsibility at Littelfuse including Sales Director EMEA; Global Director of Sales; Managing Director, Passenger Car Products from 2013 to 2014; and Vice President, Passenger Car Products, from 2015 until assuming his current position in 2018.

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Peter Kim, Senior Vice President and General Manager, Industrial Business. Mr. Kim joined Littelfuse in 2003 as Manager, Global Procurement. He then held various positions of increasing responsibility at Littelfuse including Director, Global Procurement; Director, Electronics Product Management; Vice President, Asia Sales; Vice President, Global Sales from 2017 to 2019; and Vice President and General Manager, Industrial Business from 2019 until assuming his current position in 2022.

Chad Marak, Senior Vice President and General Manager, Semiconductor Products. Mr. Marak joined Littelfuse in 2007 as Senior Design Engineer. Mr. Marak held various positions of increasing responsibility at Littelfuse including Technical Marketing Manager; Director of Technical Marketing; Director of Semiconductor Business Development; Vice President, Product Management from 2019 to 2020; and Vice President and General Manager, Semiconductor Products from 2020 until assuming his current position in 2022.

Deepak Nayar, Senior Vice President and General Manager, Electronics Business. Mr. Nayar joined Littelfuse in 2005 as Business Line Director of the Electronics Business Unit. He then held various positions of increasing responsibility at Littelfuse including Vice President, Global Sales, Electronics Business Unit; Senior Vice President, Electronics Business Unit from 2011 until 2019; and Senior Vice President and General Manager, Electronics and Industrial Business from 2019 until assuming his current position in 2022.

22David Ruppel, Senior Vice President and General Manager, Commercial Vehicle Business. Mr. Ruppel joined Littelfuse in his current position in 2024. Prior to joining Littelfuse, Mr. Ruppel served as President at IDEX Optical Technologies from 2021 to 2024, and previously served in leadership roles at Montevideo Technology, Inc., Herman Miller, Eaton and Cooper Industries.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Shares of the Company’s common stock are traded under the symbol “LFUS” on the NASDAQ Global Select MarketSM.

Number of Holders

As of ~~February~~March 97, ~~2024~~2025, there were 5551 holders of record of the Company’s common stock.

Dividend Policy

The future dividend policy will be determined by the Board of Directors based upon its evaluation of earnings, cash availability, and general business prospects. Currently, there are restrictions on the payment of dividends contained in the Company’s credit agreements that relate to the maintenance of certain financial ratios. However, the Company expects to continue paying cash dividends on a quarterly basis for the foreseeable future.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities by us or affiliates during the fiscal year ended December 3028, ~~2023~~2024.

Purchases of Equity Securities

OnThe ~~April~~Company's 28Board of Directors authorized the repurchase of up to $300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, ~~the~~2024 ~~Company~~("2021 ~~announced~~program"). ~~that~~On April 25, 2024, the Company's Board of Directors authorized a new three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company’'s ~~common~~ stock for the period May 1, ~~2021~~2024 to April 30, 2027 ("2024 program") to replace the expired 2021 program.

~~The~~During ~~Company~~the ~~did~~fiscal ~~not~~year ~~repurchase~~2024, the Company repurchased 179,311 shares of its common stock ~~during~~totaling $40.9 million, of which, $38.9 million was pursuant to the ~~fiscal~~2021 ~~year~~program ~~ended~~and ~~December~~$2.0 million ~~30,~~was ~~2023~~pursuant to the 2024 program. There are $~~300~~298.0 million inof ~~the~~an ~~aggregate~~authorized ofamount ~~shares~~not ~~available~~yet ~~for~~purchased ~~purchase~~ under the 2024 program as of December 3028, 2024. During the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.

The table below presents shares of the Company’s common stock which were acquired by the Company during the fiscal year ended December 28, 2024:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum dollar value of shares that may yet be purchased under the plans
2021 Program:


February 25 through March 30	70,280	$	229.53	70,280	$	283,867,325
March 31 through April 30	100,131	$	226.95	100,131	$	261,142,586

2024 Program:
May 1 through May 25	8,900	$	225.35	8,900	$	297,994,349

Total	179,311	$	227.88	8,900	$	297,994,349

Stock Performance Graph

The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The following stock performance graph compares the five-year cumulative total return on Littelfuse common stock to the five-year cumulative total returns on the Russell 1000 Index and the Dow Jones Electrical Components and Equipment Industry Group Index. The Company believes that the Russell 1000 Index and the Dow Jones Electrical Components and Equipment Industry Group Index represent a broad market index and peer industry group for total return performance comparison. The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.

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	12/2018		12/2019		12/2020		12/2021		12/2022		12/2023
Littelfuse, Inc.	$	100	$	113	$	152	$	189	$	133	$	164
Russell 1000	100		131		159		201		163		206
Dow Jones US Electrical Components & Equipment	100		124		149		187		154		197

The Dow Jones Electrical Components and Equipment Industry Group Index includes the common stock of AMETEK, Inc.; Amphenol Corp.; Arrow Electronics, Inc.; Avnet, Inc.; Eaton Corp plc; Emerson Electric Co.; Hubbell Inc.; Jabil Circuit, Inc.; Littelfuse, Inc.; Methode Electronics, Inc.; Regal Rexnord Corp.; Sensata Technologies Holding plc.; and TE Connectivity Ltd.

For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 29, 2018 and reinvestment of all dividends is assumed. Returns for the Company’s fiscal years presented above are as of the last day of the respective fiscal year which was December 28, 2019, December 26, 2020, January 1, 2022, December 31, 2022 and December 30, 2023 for the fiscal years 2019, 2020, 2021, 2022 and 2023, respectively.

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	12/2019		12/2020		12/2021		12/2022		12/2023		12/2024
Littelfuse, Inc.	$	100	$	135	$	167	$	118	$	145	$	129
Russell 1000	100		121		153		124		157		195

Dow Jones US Electrical Components & Equipment	100		121		151		125		160		213

The Dow Jones Electrical Components and Equipment Industry Group Index includes the common stock of AMETEK, Inc.; Arrow Electronics, Inc.; Avnet, Inc.; Eaton Corp plc; Emerson Electric Co.; Hubbell Inc.; Jabil Circuit, Inc.; Regal Rexnord Corp.; Sensata Technologies Holding plc.; and TE Connectivity Ltd.

For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 28, 2019 and reinvestment of all dividends is assumed. Returns for the Company’s fiscal years presented above are as of the last day of the respective fiscal year which was December 26, 2020, January 1, 2022, December 31, 2022, December 30, 2023 and December 28, 2024 for the fiscal years 2020, 2021, 2022, 2023 and 2024, respectively.

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ITEM 6. [RESERVED.]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of the Company's financial condition and results of operations should be read together with the Consolidated Financial Statements and notes to those statements included in Item 8 of Part II of this Annual Report on Form 10-K.

BUSINESS

For a description of the Company’s business, segments and product offerings, see Item 1, Business.

~~2023~~2024 EXECUTIVE OVERVIEW

Net sales were $2,~~362~~190.78 million, which decreased by $~~151~~171.29 million, or 67.03%, in ~~2023~~2024 compared to ~~2022~~2023 including $0.7.9 million ~~favorable~~of unfavorable changes in foreign exchange rates. The decrease in net sales was primarily ~~driven~~due byto lower volume inof ~~the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset~~ $91163.97 million orin ~~3.7% of incremental net sales from~~ the ~~C&K acquisition within the~~ Electronics segment ~~and~~primarily ~~$13.2~~driven ~~million~~by orreduced ~~0.5%~~demand ofand ~~net~~inventory ~~sales~~rebalancing ~~from~~in the ~~Western~~semiconductor ~~Automation acquisition within the Industrial segment~~business. The Company recognized net income of $~~259~~100.52 million, or $104.3400 per diluted share, in ~~2023~~2024 compared to net income of $~~373~~259.35 million, or $1410.9434 per diluted share in ~~2022~~2023. The decrease in net income was primarily due to lower operating income of $~~131~~130.07 million in the Electronics segment due to lower sales in the semiconductor business and $2992.96 million of non-cash impairment charges. The non-cash impairment charges included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the ~~Transportation~~Industrial ~~segment~~controls ~~mainly~~and ~~driven~~sensors byreporting unit within the ~~commercial~~Industrial ~~vehicle~~segment, ~~business~~and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively.

Net cash provided by operating activities was $~~457~~367.46 million for the fiscal year ~~ended December 30~~2024, ~~2023~~a ~~representing~~decrease ~~an increase~~ of $3789.78 million, as compared to $457.4 million during the fiscal year ~~ended December 31, 2022~~2023. The ~~increase~~decrease in net cash provided by operating activities was primarily due to ~~reductions in working capital partially offset by~~ lower cash earnings.

OnBased ~~June~~on ~~28, 2023,~~ the Company’s ~~entered~~assessment, ~~into~~management, aincluding ~~definitive~~our ~~purchase~~Chief ~~agreement~~Executive toOfficer ~~acquire~~and aChief ~~200mm~~Financial ~~wafer~~Officer, ~~fab~~has ~~located~~concluded ~~in Dortmund~~that, ~~Germany~~as ~~(“Dortmund~~of ~~Fab”)~~December ~~from~~28, ~~Elmos~~2024, ~~Semiconductor SE. The acquisition of~~ the ~~Dortmund~~Company’s ~~Fab~~internal iscontrol ~~expected~~over tofinancial ~~close~~reporting inwas ~~early~~not ~~fiscal~~effective ~~year~~due ~~2025.~~to ~~The total purchase price for~~ the ~~fab~~identification ~~is approximately 93 million Euro,~~ of ~~which~~the ~~37.2 million~~material ~~Euro~~weaknesses ~~down~~described ~~payment (approximately $40~~below.~~5 million)~~ ~~was~~In ~~made~~making ~~with~~this ~~cash~~assessment, onmanagement ~~hand~~has ~~and~~concluded ~~recorded~~that inwe ~~Other~~did ~~long-term~~not ~~assets~~design inand ~~the~~maintain ~~Consolidated~~an ~~Balance~~effective ~~Sheets~~control ~~was~~environment ~~paid~~commensurate inwith ~~the~~our ~~third~~financial ~~quarter~~reporting ~~after~~requirements. ~~regulatory~~Specifically, ~~approvals~~at ~~and~~certain ~~approximately~~of ~~56 million~~our ~~Euro will be paid at closing~~non-U.S. ~~The~~manufacturing ~~transaction~~locations ~~did~~we ~~not~~lacked ~~have~~sufficiently askilled ~~material~~operational ~~impact on the Company’s fiscal year 2023 financial results~~ and isaccounting ~~not~~personnel ~~expected~~ to ~~have~~ensure ~~material~~that ~~impact~~internal oncontrol ~~the~~responsibilities ~~Company's~~were ~~2024~~performed ~~financial results~~ and ~~will~~aligned bewith ~~reported~~internal incontrol ~~the semiconductor business within the Company’s Electronics segment~~objectives.

OnThe ~~February~~material 3,weakness ~~2023,~~in the ~~Company~~control ~~completed~~environment contributed to an additional material weakness related to the ~~acquisition~~design ofand ~~Western~~operating ~~Automation~~effectiveness ~~for~~of ~~approximately~~control ~~$162 million~~activities inover ~~cash.~~the ~~Headquartered~~existence inof ~~Galway,~~inventory ~~Ireland,~~at ~~Western~~these ~~Automation~~locations. isThe aCompany ~~designer~~did ~~and~~not ~~manufacturer~~maintain ofeffective ~~electrical~~controls ~~shock~~related ~~protection~~to ~~devices~~inventory ~~used~~cycle ~~across~~counts ato ~~broad~~validate ~~range~~existence of ~~high-growth~~inventory, ~~end~~and ~~markets~~consequently, ~~including~~the ~~e-Mobility~~completeness ~~off-board~~and ~~charging~~accuracy ~~infrastructure,~~of ~~industrial~~the ~~safety~~data ~~and~~used ~~renewables.~~in Atevaluating the ~~time~~appropriateness of the ~~Company~~valuation of inventory and ~~Western~~related ~~Automation~~reserves. ~~entered~~These ~~into~~material ~~the~~weaknesses ~~definitive~~resulted ~~agreement,~~in ~~Western~~corrections ~~Automation~~through ~~had~~cumulative ~~annualized~~out-of-period ~~sales~~adjustments as described in notes to the consolidated financial statements as of ~~approximately~~and ~~$25 million~~for the year ended December 28, 2024. The ~~business~~material isweaknesses ~~reported~~resulted ~~within~~in ~~the~~immaterial ~~Company’s~~corrections ~~Industrial~~to ~~segment~~previously released financial results. ~~The~~For ~~Company~~a ~~financed~~description of the ~~transaction~~material ~~with~~weaknesses ~~cash~~identified onby ~~hand~~management and the remediation efforts being implemented for the material weaknesses, see “Part II, Item 9A - Controls and Procedures.” for further discussion.

~~Risks~~On ~~Related~~December to31, ~~Market~~2024, ~~Conditions~~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 was approximately 94 million Euro, of which a 37.2 million Euro down payment (approximately $40.5 million) was made in the third quarter of 2023 and recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets after regulatory approvals. The payment of 56.7 million Euro was paid at closing in the beginning of the fiscal year 2025. The transaction did not have any impact on the Company's 2024 financial results and reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

~~The~~On ~~Company~~October ~~continues~~4, to2024, ~~operate~~the inCompany aentered ~~challenging~~into ~~macro~~a ~~environment,~~definitive ~~including~~agreement ~~but not limited~~ to, ~~supply~~purchase ~~chain~~a ~~disruptions,~~group ~~varying~~annuity ~~regional dynamics~~contract, ~~and~~under ~~some~~which ~~pockets~~an ofinsurance ~~end~~company ~~market~~will ~~softness.~~be ~~The~~required ~~ongoing~~to ~~war~~pay inpension ~~Ukraine~~payments ~~has~~to ~~had~~the aCompany’s ~~minimal~~United ~~impact~~Kingdom onpension ~~the~~plan ~~Company,~~to asmatch ~~the~~required ~~Company~~pension ~~suspended~~payments ~~sales~~until ~~into~~a ~~and~~later ~~purchases~~buyout, ~~from~~at ~~Russia.~~which ~~The~~point ~~Company~~the ~~does~~insurance ~~not~~company ~~have~~will ~~any~~directly ~~direct~~pay ~~operations~~and inadminister ~~Ukraine~~the ~~or Russia.~~

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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 was 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.

Other Risk

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.

Further, the global trade policies and tensions could create additional complexities. Our international presence subjects us to risks associated with international trade conflicts between the United States and its trade partners, including, without limitation, China, Mexico and Canada, particularly with regard to tariffs and import/export controls. These factors in turn could require us to materially increase prices to our customers which may reduce demand, or, if we do not or are unable to increase prices, could result in lower margins on products sold. Changes in U.S. trade policy have resulted in, and could result in more, U.S. trading partners adopting responsive trade policies making it more difficult or costly for us to export our products to those countries. Additionally, continued geo-political issues may result in customers outside the U.S. seeking to source products from local suppliers, which could result in lower sales or lost customers.

OUTLOOK

Vision and Strategy

The Company closely collaborates with strategic customers to design and manufacture innovative and reliable solutions to help empower a sustainable, connected, and safer world in virtually every market that uses electrical energy.

Within transportation end markets, the Company’s products are found in passenger vehicles and commercial vehicles, like material handling equipment, heavy-duty truck and bus, off-road and recreational vehicles, construction equipment, agricultural machinery, rail, marine and aerospace. The Company is a key enabler of electrification, ~~or eMobility,~~ across these transportation applications. The Company is also a key enabler of electronification advancements across these transportation applications. The Company continues to advance its existing customer relationships with OEM, Tier One and channel partners while driving product content growth for advanced, high-growth applications.

Within industrial end markets, the Company’s products are found in renewable energy and energy storage applications, HVAC, factory automation and industrial safety, industrial motor drives and power conversion, EVelectric vehicle charging infrastructure, and heavy and general industrial type applications. The Company utilizes its deep technical engineering capabilities and design support to drive product content growth across high-growth applications like renewables, energy storage, HVAC, and industrial automation and safety.

Within electronics end markets, the Company’s products are found in data center, cloud storage and telecom infrastructure applications, building technologies and automation, appliances, medical devices, gaming and entertainment applications and mobile electronics. The Company leverages its strategic distribution partnerships and deep OEM relationships, coupled with its comprehensive product offerings, to drive product content growth across a broad range of applications.

The Company expects the ever-increasing advancements of application architectures, driven by ongoing electronification and electrification across these end markets, to drive increasing product content opportunities. Built upon that framework, the Company has positioned itself around the structural growth themes of sustainability, connectivity, and safety, which will continue to drive increased demand for the Company’s innovative, reliable solutions across the transportation, industrial and electronics end markets that it serves.

The Company’s five-year strategic plan, built around these structural growth themes, is focused on delivering top-tier shareholder returns by driving double-digit sales growth, best-in-class profitability, earnings per share growth, strong cash flow generation, and deploying capital to drive value creation. The Company pursues the following major strategic objectives, which are summarized below, along with more specific areas of focus. The Company uses the financial measures below to gauge progress toward achieving these strategic objectives. These measures include organic sales growth, operating margins, cash flow from operations, and returns on invested capital.

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generation, and deploying capital to drive value creation. The Company pursues the following major strategic objectives, which are summarized below, along with more specific areas of focus. The Company uses the financial measures below to gauge progress toward achieving these strategic objectives. These measures include organic sales growth, operating margins, cash flow from operations, and returns on invested capital.


Strategic Objectives	Priorities
Double-digit sales growth	●	Increase product content with existing and new customers, and expand market share
5-7% average annual organic sales growth	●	Expand presence (i.e. with portfolio and infrastructure) into new and underpenetrated, high-growth geographies and end markets
5-7% average annual growth from strategic acquisitions	●	Increase innovation capabilities and investments
	●	Leverage breadth of go-to-market strategies
	●	Target mergers and acquisitions that enhance and sustain organic growth

EPS growth	●	Focus on higher profitability growth opportunities
Earnings per share growth greater than revenue growth	●	Improve operating margins through operational and commercial excellence
	●	Disciplined approach to balancing costs with long-term strategic investments

Capital allocation and returns	●	Disciplined management of working capital
Cash flow from operations less capital expenditures (free cash flow) is targeted to approximate or exceed net income	●	Deployment of capital consistent with capital allocation priorities
Target 40% of free cash flow returned to shareholders	●	Mergers and acquisitions that align with strategy and financial metrics
Remainder focused on strategic acquisitions	●	Grow dividend in line with earnings
Return on invested capital percentage in the high-teens	●	Opportunistic share repurchases

The Company’s strategy is focused on accelerating organic growth by increasing its product content in applications and share gains, enhancing technology efforts to drive innovation, expanding its digital presence, capitalizing on cross segment opportunities, and gaining traction in niche, high-growth end markets. The Company also leverages strategic acquisitions to enhance its organic growth. The Company will continue to make targeted strategic acquisitions that align to its strategy and financial metrics to drive growth across its businesses, products, markets, and technologies while leveraging existing customers and targeting new customers.

Management believes profitable growth through a combination of organic growth and strategic acquisitions is critical to the Company’s competitiveness, while enhancing the value it delivers to all of its stakeholders. In addition, the Company continues to implement initiatives across all businesses to enhance productivity, and its commercial and operational capabilities, while managing its cost structure to align with business conditions, and the markets it serves. Primary areas of focus include optimizing its global operations, successfully integrating strategic acquisitions, and streamlining administrative and support activities to drive improved operating margins.

The Company seeks to deploy its capital consistent with its capital allocation priorities. These priorities include investments to drive increased organic growth, targeted acquisitions that align to the Company’s strategic and financial metrics, and enhance and sustain its organic growth, and returning capital to shareholders through dividends and opportunistic share repurchases.

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Critical Estimates and Significant Accounting Policies

The preparation of financial statements in conformity with ~~generally~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principle~~Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s most critical accounting policies are those that are most important to the portrayal of its financial condition and results of operations, and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The Company has identified the following as its most critical accounting policies and judgments. Although management believes that its estimates and assumptions are reasonable, they are based upon information available when they are made, and therefore, actual results may differ from these estimates under different assumptions or conditions. The Company has reviewed these critical accounting policies and related disclosures with the Audit Committee of its Board of Directors. Significant accounting policies are more fully described in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Critical Accounting Estimates

Goodwill

The Company’s methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate. Goodwill is measured as the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed. Based on its current organization structure, the Company has seven reporting units for which cash flows are determinable and to which goodwill has been allocated.

The Company annually tests goodwill for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events.

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

The goodwill impairment charge for the Automotive sensors reporting unit was due to reductions in the estimated fair value for the Automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2023 annual goodwill impairment test. These lower future expectations were driven by projected declines in end market demand and reduced revenue and profitability with existing customers.

Quantitative Assessment for Impairment

For the seven reporting units with goodwill, the Company compares the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds the estimated fair value, the difference between the estimated fair value and carrying value is recorded as the amount of the goodwill impairment charge. The results of the goodwill impairment test as of ~~October 1~~September 29, ~~2023~~2024 indicated that the estimated fair values for ~~each~~the ofIndustrial ~~the~~controls ~~seven~~and sensors and Automotive sensors reporting units ~~exceeded~~were below their respective carrying values. Accordingly, ~~there~~the ~~were~~Company norecorded ~~goodwill~~non-cash ~~impairment~~ charges ~~recorded~~of as$36.1 ~~part~~million and $8.6 million, respectively, to reflect the impairment of goodwill for the ~~Company’s~~Industrial ~~2023~~controls ~~annual~~and ~~goodwill~~sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment. As a result of the impairment ~~test~~charge, the Industrial controls and sensors reporting unit had $115.2 million of goodwill

as of December 28, 2024. There was no goodwill remaining within the Automotive sensors reporting unit as of December 28, 2024. For the remainder of the Company's reporting units: Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, the results of the goodwill impairment test as of September 29, 2024 indicated that their estimated fair values exceeded their respective carrying values.

As part of its impairment test for these reporting units, the Company engaged a third-party appraisal firm to assist in the Company’s determination of the estimated fair values. This determination included estimating the fair value of each reporting unit using both the income and market approaches. The income approach requires management to estimate a number of factors for each reporting unit, including projected operating results, economic projections, anticipated future cash flows, discount rates and the allocation of shared or corporate items. The market approach estimates fair values using comparable marketplace fair value data from within a comparable industry grouping. The Company weighted both the income and market approach equally to estimate the concluded fair value of each reporting unit. The determination of fair value requires the Company to make significant estimates and assumptions, which primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures.

Goodwill Impairment Assumptions

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the fair value of the reporting units. Future declines in the overall market value of the Company’s equity may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

~~financial~~One ~~results~~measure orof ~~other~~the ~~underlying~~sensitivity ~~assumptions~~of ~~could~~the ~~have~~amount aof ~~significant~~goodwill ~~impact~~impairment oncharges to key assumptions is the amount by which each reporting unit “passed” (fair value exceeds the carrying value) the goodwill impairment test. With the exception of the Industrial controls and sensors and the Automotive sensors reporting units., ~~Future~~the ~~declines~~other infive reporting units passed the ~~overall~~goodwill ~~market~~impairment ~~value~~test, with estimated fair values that exceeded the carrying values between 44% and 409%. As of the ~~Company’s~~most ~~equity~~recent ~~may~~annual ~~also~~test ~~result~~conducted inon aSeptember 29, ~~conclusion~~2024, the Company noted that the excess of fair value ofover ~~one~~the orcarrying ~~more~~value was 108%, 82%, 96%, 44%, and 409% for its reporting units: ~~has~~Electronics-Passive ~~declined~~Products ~~below~~and ~~its~~Sensors, ~~carrying~~Electronics-Semiconductor, ~~value~~Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, respectively. Relatively small changes in the Company’s key assumptions would not have resulted in any reporting units failing the goodwill impairment test.

~~One~~Generally, ~~measure~~changes ofin ~~the~~estimates ~~sensitivity~~ of ~~the~~expected ~~amount~~future ofcash ~~goodwill~~flows ~~impairment~~would ~~charges~~have toa ~~key~~similar ~~assumptions~~effect ison the ~~amount~~estimated byfair ~~which~~value ~~each~~of the reporting unit. ~~“passed”~~That ~~(fair~~is, ~~value~~a ~~exceeds~~1.0% ~~the~~decrease ~~carrying~~in ~~value)~~estimated ~~the~~annual ~~goodwill~~future ~~impairment~~cash ~~test.~~flows ~~All~~would ~~seven~~decrease the estimated fair value of the reporting ~~units~~unit ~~passed~~by ~~the~~approximately ~~goodwill~~1.0%. ~~impairment~~The ~~test,~~estimated ~~with~~long-term ~~fair~~net ~~values~~sales ~~that~~growth ~~exceeded~~rate can have a significant impact on the ~~carrying~~estimated ~~values~~future ~~between~~cash ~~23%~~flows, and ~~369%~~therefore, the fair value of ~~their~~each ~~respective~~reporting ~~estimated~~unit. ~~fair~~A ~~values~~1.0% Asdecrease ofin the ~~most~~long-term ~~recent~~net ~~annual~~sales ~~test~~growth ~~conducted~~rate onwould ~~October~~have 1,resulted ~~2023,~~in no reporting units failing the ~~Company~~goodwill ~~noted~~impairment ~~that~~test. Of the ~~excess~~other ofkey assumptions that impact the estimated fair ~~value~~values, ~~over~~most reporting units have the ~~carrying~~greatest ~~value~~sensitivity ~~was~~to ~~110%,~~changes ~~80%,~~in ~~126%,~~the ~~47%,~~estimated ~~58%,~~discount ~~23%,~~rate. ~~and~~The ~~369%~~estimated ~~for~~discount ~~its~~rate ~~reporting~~was ~~units:~~10.6% for the Electronics-Passive Products and Sensors, Electronics-Semiconductor, and Industrial Circuit Protection reporting units, 11.5% for the Passenger Car Products, and Commercial Vehicle Products reporting units, 12.3% for the Automotive Sensors reporting unit, and 14.9% for the Industrial Controls and Sensors, ~~and~~reporting ~~Industrial~~unit. ~~Circuit~~A ~~Protection, respectively~~1.0% ~~Relatively~~increase ~~small changes~~ in the ~~Company’s~~estimated ~~key~~discount ~~assumptions~~rates would ~~not~~ have resulted in ~~any~~no reporting units failing the annual goodwill impairment test. The Company believes that its estimates of future cash flows and discount rates are reasonable, but future changes in the underlying assumptions could differ due to the inherent uncertainty in making such estimates. Additionally, price deterioration or lower volume could have a significant impact on the fair values of the reporting units.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. That is, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated longLong-~~term~~Lived net sales growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. A 1.0% decrease in the long-term net sales growth rate would have resulted in no reporting units failing the goodwill impairment test. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. The estimated discount rate was 12.6% for the Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, Automotive Sensors, and Industrial Circuit Protection reporting units, and 16.8% for the Industrial Controls and Sensors reporting unit. A 1.0% increase in the estimated discount rates would have resulted in no reporting units failing the annual goodwill impairment test. The Company believes that its estimates of future cash flows and discount rates are reasonable, but future changes in the underlying assumptions could differ due to the inherent uncertainty in making such estimates. Additionally, price deterioration or lower volume could have a significant impact on the fair values of the reporting units.Assets

undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. For the fiscal year ended December 28, 2024, the Company recorded non-cash impairment charges of $47.8 million for the impairment of intangible assets, including $47.6 million related to the impairment of certain acquired customer relationships, developed technology, and tradename intangible assets in the Industrial controls and sensors reporting unit within the Industrial segment. The impairment of the intangible assets resulted from lower expectations of future revenue and cash flows driven by lower-than-expected demand in the electrical vehicle end market as well as reduced government funding to support charging infrastructures for electric vehicles, primarily in Europe. The remaining impairment charges included $0.2 million for patents and customer relationships related to the exit of a small business in China within the Industrial segment. In addition, during the first quarter of 2024, the Company recognized a $0.9 million impairment related to certain machinery and equipment in the commercial vehicle business within the Transportation segment. For the fiscal year ended December 30, 2023, the Company recognized a $3.9 million impairment charge related to the land and building of a property in the commercial vehicle business within the Transportation segment that the Company made the decision to donate, a $0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $0.1 million impairment on certain machinery and equipment in the semiconductor business within the Electronics segment.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred taxes are recognized for the future effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. The Company recognizes deferred taxes for temporary differences, operating loss carryforwards and tax credit and other tax attribute carryforwards (excluding carryforwards where usage has been determined to be remote). Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. U.S. state and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to the U.S. and be taxable (and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to an upper-tier non-U.S. entity). Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred income taxes are not provided on the excess of the investment value for financial reporting over the tax basis of investments in those non-U.S. subsidiaries for which such excess is considered to be permanently reinvested in those operations. Management regularly evaluates whether non-U.S. earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its non-U.S. subsidiaries. Changes in economic and business conditions, non-U.S. or U.S. tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The 2017 Tax Cuts and Jobs Act (the "Tax Act"), among other things, imposed a one-time tax (the “Toll Charge”) on accumulated earnings of certain non-U.S. subsidiaries and included base broadening provisions commonly referred to as the global intangible low-taxed income provisions ("GILTI").

In accordance with guidance issued by the Financial Accounting Standards Board ("FASB") staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the fiscal years ended December 3028, ~~2023~~2024, December 3130, ~~2022~~2023, and ~~January~~December 131, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

Further information regarding income taxes, including a detailed reconciliation of current year activity, is provided in Note 14, Income Taxes, of the Notes to Consolidated Financial Statements included in this Annual Report.

Critical Accounting Policies

Revenue Recognition

Revenue Disaggregation

The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023:


	Fiscal Year Ended December 28, 2024
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Semiconductor	$	615,372	$	—	$	—	$	615,372
Electronics – Passive Products and Sensors	571,401		—		—		571,401
Commercial Vehicle Products	—		320,549		—		320,549
Passenger Car Products	—		278,332		—		278,332
Automotive Sensors	—		73,553		—		73,553
Industrial Products	—		—		331,561		331,561
Total	$	1,186,773	$	672,434	$	331,561	$	2,190,768


	Fiscal Year Ended December 30, 2023
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Semiconductor	$	767,393	$	—	$	—	$	767,393
Electronics – Passive Products and Sensors	583,033		—		—		583,033
Commercial Vehicle Products	—		323,758		—		323,758
Passenger Car Products	—		266,004		—		266,004
Automotive Sensors	—		88,516		—		88,516
Industrial Products	—		—		333,953		333,953
Total	$	1,350,426	$	678,278	$	333,953	$	2,362,657

	Fiscal Year Ended December 31, 2022
(in thousands)	ElectronicsSegment		~~TransportationSegment~~Transportation Segment		IndustrialSegment		Total
Electronics – Semiconductor	$	802,281	$	—	$	—	$	802,281
Electronics – Passive Products and Sensors	690,538		—		—		690,538
Commercial Vehicle Products	—		374,707		—		374,707
Passenger Car Products	—		249,470		—		249,470
Automotive Sensors	—		91,963		—		91,963
Industrial Products	—		—		304,938		304,938
Total	$	1,492,819	$	716,140	$	304,938	$	2,513,897

See Note 16, Segment Information, for net sales by segment and ~~countries~~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 allowance, rebates and price adjustments. The Company’s sales 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 has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.

Ship and Debit Program

Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the ~~distributor~~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 historic 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 historic 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.

Allowance for Credit Losses

The Company currently measures the expected credit losses based on our historical credit loss experience. The Company has not experienced significant recent or historical credit losses and is not forecasting any significant credit losses which would require adjustments to our methodology. If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience ~~and~~ to reflect these conditions and forecasts. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, ~~the Company~~ records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also analyzes all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical collection and loss experience. Historically, the allowance for credit losses has been adequate to cover bad debts. If circumstances related to specific customers change, the estimates of the recoverability of receivables could be further adjusted.

Inventory

The Company performs regular detailed assessments of inventory, which include a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing, shelf life, and quality issues. Based on the analysis, the Company records adjustments to inventory for excess quantities, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, inventory reserves have been adequate to reflect inventory at net realizable value.

Long-Lived Assets

The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. For the fiscal year ended December 30, 2023, the Company recognized a $3.9 million impairment charge related to the land and building of a property in the commercial vehicle business within the Transportation segment that the Company made the decision to donate, a $0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $0.1 million impairment on certain machinery and equipment in the semiconductor business within the Electronics segment. For the fiscal year ended December 31, 2022, the Company recorded a $2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment. Additionally, the Company recorded a non-cash impairment charge of $1.7 million for certain machinery and equipment within the Electronics segment due to a decision to cease further production of a product line during the fourth quarter of 2022.

Environmental Liabilities

Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure. Costs related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. The Company evaluates its reserve for coal mine remediation annually utilizing a third-party expert.

Pension Plans

The Company records annual income and expense amounts relating to its pension and postretirement benefits plans based on calculations which include various actuarial assumptions including discount rates, expected long-term rates of return, and compensation increases. The Company reviews its actuarial assumptions on an annual basis as of the fiscal year-end balance sheet date (or more frequently if a significant event requiring remeasurement occurs) and modifies the assumption based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the Consolidated Balance Sheets but are generally amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. The Company maintains several pension plans in international locations. The expected returns on plan assets and discount rates are determined based on each plan’s investment approach, local interest rates and plan participant profiles. The weighted-average discount rates for the Company’s defined benefit plans primarily in Europe and the Asia-Pacific regions at December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023 were both 5.6% ~~and 5~~.~~8%, respectively.~~

AOn 50October ~~basis~~4, ~~point~~2024, ~~change~~the inCompany entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay pension payments to the ~~discount~~Company’s ~~rates~~United Kingdom pension plan to match required pension payments until a later buyout, at ~~December~~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 30million, ~~2023~~representing ~~would~~approximately ~~have~~33% of the ~~following~~total ~~effect~~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 ~~projected~~Company ~~benefit~~currently ~~obligation:~~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.

(in millions)			0.5%Increase						0.5%Decrease
Projected benefit obligation			$	(3.8)					$	4.1

Equity-Based Compensation

Equity-based ~~Compensation~~compensation expense is recorded for stock-option awards and restricted share units based upon the fair values of the awards. The fair value of stock-option awards is estimated at the grant date using the Black-Scholes option pricing model, which includes assumptions for volatility, expected term, risk-free interest rate, and dividend yield. Expected volatility is based on implied volatilities from traded options on Littelfuse stock, historical volatility of Littelfuse stock, and other factors. Historical data is used to estimate employee termination experience and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company initiated a quarterly cash dividend in 2010 and expects to continue making cash dividend payments for the foreseeable future. The fair value of restricted share units is determined based on the Company's stock price on the grant date reduced by the present value of expected dividends through the vesting period.

~~Equity~~Total equity-based compensation expense ~~is recorded~~ for ~~stock-option~~all ~~awards~~equity ~~and~~compensation ~~restricted~~plans ~~share~~was ~~units based upon the fair values of the awards~~$27.4 ~~The fair value of stock-option awards is estimated at the grant date using the Black-Scholes option pricing model~~million, ~~which includes assumptions for volatility~~$25.7 million, ~~expected term, risk-free interest rate~~ and ~~dividend yield~~$24.6 million ~~Expected~~in ~~volatility~~2024, ~~is based on implied volatilities from traded options on Littelfuse stock~~2023, ~~historical volatility of Littelfuse stock~~ and ~~other~~2022, ~~factors~~respectively. ~~Historical~~Further ~~data~~information isregarding ~~used~~this toexpense ~~estimate~~is ~~employee~~provided ~~termination~~in ~~experience~~Note ~~and~~12, ~~the~~Stock-Based ~~expected~~Compensation, ~~term~~ of the ~~options.~~Notes ~~The~~to ~~risk-free~~Consolidated ~~interest~~Financial ~~rate~~Statements isincluded ~~based on the U.S. Treasury yield curve~~ in ~~effect~~this atAnnual ~~the time of grant~~Report. ~~The Company initiated a quarterly cash dividend in~~

2010 and expects to continue making cash dividend payments for the foreseeable future. The fair value of restricted share units is determined based on the Company's stock price on the grant date reduced by the present value of expected dividends through the vesting period.

Total equity-based compensation expense for all equity compensation plans was $25.7 million, $24.6 million, and $21.4 million in 2023, 2022, and 2021, respectively. Further information regarding this expense is provided in Note 12, Stock-Based Compensation, of the Notes to Consolidated Financial Statements included in this Annual Report.

In the financial review that follows, the Company discusses its consolidated results of operations, financial position, cash flows and certain other information. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and related notes.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 3028, ~~2023~~2024 AS COMPARED TO THE YEAR ENDED DECEMBER 3130, ~~2022~~2023

Fiscal year ~~2023~~2024 included $2893.25 million of non-~~segment~~cash impairment charges, of which included $1147.78 million ~~related~~for tothe ~~legal~~impairment ~~and~~of ~~professional~~intangible ~~fees~~assets ~~and~~primarily ~~other integration expenses~~ related to ~~completed~~certain ~~and~~acquired ~~contemplated~~customer ~~acquisitions and $16.5 million of restructuring~~relationships, ~~impairment~~developed ~~and other charges~~technology, ~~primarily associated with employee termination costs~~ and atradename ~~$3.9 million impairment charge for the land and building~~ in the ~~commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.~~

Fiscal year 2022 included $43.2 million of non-segment charges, of which $17.6 million related to legal and professional fees and other integration expenses primarily associated with the C&K and Carling acquisitions and other contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million intangible asset impairment charge within the Electronics segment in the fourth quarter of 2022. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. 29

Fiscal year 2023 also included approximately $12.3 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Sterling, and Chinese renminbi against the U.S. dollar, while fiscal year 2022 included approximately $24.4 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Philippine peso, Sterling, and Chinese renminbi against the U.S. dollar.

	Fiscal Year
(in thousands, except % change)	2023		2022		Change		% Change
Net sales	$	2,362,657	$	2,513,897	$	(151,240)	(6.0)	%
Cost of sales	1,462,416		1,506,984		(44,568)		(3.0)	%
Gross profit	900,241		1,006,913		(106,672)		(10.6)	%
Operating expenses	539,379		506,087		33,292		6.6	%
Operating income	360,862		500,826		(139,964)		(27.9)	%
Other (income) expense, net	(19,901)		7,207		(27,108)		(376.1)	%
Income before income taxes	328,598		443,044		(114,446)		(25.8)	%
Income taxes	69,113		69,738		(625)		(0.9)	%
Net income	259,485		373,306		(113,821)		(30.5)	%

Net Sales

Net sales were $2,362.7 million, which decreased by $151.2 million, or 6.0% compared to 2022, including $0.7 million of favorable changes in foreign exchange rates for 2023 compared to 2022. The sales decrease was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset $105.1 million or 4.2% of incremental net sales from the C&K and Western Automation acquisitions and higher volume from the Industrial segment.

Table of Contents

Industrial controls and sensors reporting unit within the Industrial segment, and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively. The remaining impairment charges included $0.2 million for patents and customer relationships related to the exit of a small business in China within the Industrial segment. In addition, during the first quarter of 2024, the Company recognized a $0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment. The Company also recognized total restructuring charges of $14.9 million, primarily for employee termination costs related to the reorganization of certain manufacturing, selling and administrative functions in the semiconductor business within the Electronics segment and the reorganization of certain selling and administrative functions in the commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. Also included in "Other" Operating income was $5.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, a gain of $1.0 million for the sale of two buildings within the Transportation segment, and a gain of $0.5 million recorded for the sale of a land use right within the Electronics segment.

Fiscal year 2023 included $28.2 million of non-segment charges, of which $11.7 million related to legal and professional fees and other integration expenses related to completed and contemplated acquisitions and $16.5 million of restructuring, impairment and other charges, primarily associated with employee termination costs and a $3.9 million impairment charge for the land and building in the commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment, and Other Charges, for further discussion.

Fiscal year 2024 also included approximately $9.2 million in foreign currency exchange gains primarily attributable to changes in the value of the Euro, Korean won, and Chinese renminbi against the U.S. dollar, while fiscal year 2023 included approximately $12.3 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Sterling, and Chinese renminbi against the U.S. dollar.


	Fiscal Year
(in thousands, except % change)	2024		2023		Change		% Change
Net sales	$	2,190,768	$	2,362,657	$	(171,889)	(7.3)	%
Cost of sales	1,403,226		1,462,416		(59,190)		(4.0)	%
Gross profit	787,542		900,241		(112,699)		(12.5)	%
Operating expenses	628,762		539,379		89,383		16.6	%
Operating income	158,780		360,862		(202,082)		(56.0)	%
Other income, net	(22,570)		(19,901)		2,669		13.4	%
Income before income taxes	151,863		328,598		(176,735)		(53.8)	%
Income taxes	51,673		69,113		(17,440)		(25.2)	%
Net income	100,190		259,485		(159,295)		(61.4)	%

Net Sales

Net sales were $2,190.8 million, which decreased by $171.9 million, or 7.3% compared to 2023, including $7.9 million of unfavorable changes in foreign exchange rates for 2024 compared to 2023. The net sales decrease was primarily due to lower volume of $163.7 million in the Electronics segment, primarily driven by reduced demand and inventory rebalancing in the semiconductor business.

Cost of Sales

Cost of sales was $1,~~462~~403.42 million, or 6164.91% of net sales, in ~~2023,~~2024 compared to $1,~~507~~462.04 million, or 5961.9% of net sales, in ~~2022~~2023. As a percent of net sales, cost of sales increased 2.02% driven by lower volume in the Electronics segment, ~~and~~partially ~~the~~offset ~~commercial~~by ~~vehicle~~improved ~~business~~margin from all businesses within the Transportation segment driven by favorable price, ~~partially~~product ~~offset~~mix and cost reduction initiatives. In addition, during the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024. The error that was identified by ~~volume~~management ~~leverage~~related to the valuation and ~~favorable~~existence ~~product~~of ~~mix~~inventory ~~from~~that originated in prior periods at certain of our non-U.S. manufacturing locations within the Transportation and Industrial ~~segment~~segments. ~~compared~~As toa ~~2022~~result, ~~and~~the Company recorded an out-of-period adjustment of $1513.65 million in the year ended December 28, 2024, of which $12.3 million orwas 0the cumulative out-of-period adjustment related to fiscal years prior to 2024.6% The out-of-period ~~purchase~~adjustment ~~accounting~~negatively ~~inventory~~impacted ~~charges~~cost ~~recorded~~of ~~during~~sales ~~2022~~as percentage of net sales by 0.6%.

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Gross Profit

Gross profit was $~~900~~787.25 million, or 3835.19% of net sales, in ~~2023~~2024, compared to $~~1,006~~900.92 million, or 4038.1% of net sales, in ~~2022~~2023. The $~~106~~112.7 million decrease in gross profit was primarily due to lower volume in the Electronics ~~segment~~ and ~~the~~Industrial ~~commercial vehicle business within the Transportation segment~~segments, partially offset by ~~the~~improved ~~acquisition~~margin offrom ~~C&K~~all businesses within the ~~Electronics~~Transportation segment, ~~and~~driven ~~volume~~by ~~leverage and~~ favorable price, product mix ~~from the Industrial segment~~ and ~~$15.6~~cost ~~million~~reduction ~~or 0~~initiatives.6% ofAs ~~purchase~~mentioned ~~accounting~~above, ~~inventory~~the ~~charges~~out-of-period ~~recorded~~adjustments ~~during~~of ~~the~~$13.5 million ~~first~~negatively ~~nine~~impacted ~~months~~gross ofmargin ~~2022~~by 0.6%.

Operating Expenses

Total operating expenses were $~~539~~628.48 million, or 2228.87% of net sales, for ~~2023~~2024 compared to $~~506~~539.14 million, or 2022.18% of net sales, for ~~2022~~2023. The increase in operating expenses of $3389.34 million was primarily due to ~~higher~~an ~~selling~~increase in restructuring, ~~general~~impairment, and ~~administrative~~other ~~expenses~~charges of $991.89 million, ~~higher~~which ~~amortization~~included ~~expense~~a non-cash impairment charge of $1047.18 million ~~and~~for ~~research~~the ~~and~~impairment ~~development expenses~~ of ~~$6.8~~intangible ~~million~~assets ~~mainly~~primarily ~~due~~related to ~~the~~certain ~~C&K~~acquired ~~and~~customer ~~Western~~relationships, ~~Automation~~developed ~~acquisitions. Additionally~~technology, and tradename in the ~~Company~~Industrial ~~incurred~~controls anand ~~increase~~sensors inreporting ~~restructuring,~~unit ~~impairment~~within the Industrial segment, and ~~other~~$36.1 ~~charges~~million ofand $68.56 million ~~primarily~~of ~~related~~non-cash togoodwill ~~the~~impairment ~~reorganization~~charges ofassociated ~~certain~~with ~~manufacturing,~~the ~~selling~~Industrial controls and ~~administrative~~sensors ~~functions~~reporting unit within the ~~Transportation and~~ Industrial ~~segments~~segment and athe ~~$3.9 million~~Automotive ~~impairment~~sensors ~~charge~~reporting ~~related~~unit towithin the ~~land~~Transportation ~~and~~segment, ~~building~~respectively. ofAdditionally, athe ~~property~~Company inincurred ~~the~~higher ~~commercial~~research ~~vehicle~~and ~~business~~development ~~within~~expenses ~~the~~of ~~Transportation~~$5.3 ~~segment~~million. ~~This~~These ~~increase~~increases in operating expenses ~~was~~were partially offset by lower ~~variable~~selling, ~~incentive~~general, ~~compensation~~and administrative expenses of $4.2 million as a result of lower legal and professional fees and other integration expenses related to completed and contemplated acquisitions and lower amortization expense of $3.7 million.

Operating Income

Operating income for ~~2023~~2024 was $~~360~~158.98 million, a decrease of $~~140~~202.01 million or 2756.90% compared to $~~500~~360.89 million for ~~2022~~2023. The decrease in operating income was due to lower ~~gross~~operating ~~profit~~income of $130.7 million from the Electronics segment and higher operating expenses due to the non-cash charge of $92.6 million from the impairment of intangible assets and goodwill as noted above, partially offset by higher operating income of $24.9 million from the Transportation ~~segments~~segment. Operating margins decreased from 15.3% in 2023 to 7.2% in 2024 primarily driven by lower volume in the Electronics segment and the higher operating expenses mentioned above. The total non-cash charges of $92.6 million from the impairment of intangible assets and goodwill negatively impacted the 2024 operating margin by 4.2%.

operating expenses as noted above. Operating margins decreased from 19.9% in 2022 to 15.3% in 2023 primarily driven by lower volume in the Electronics and Transportation segments and the higher operating expenses mentioned above.

Income Before Income Taxes

Income before income taxes for ~~2023~~2024 was $~~328~~151.69 million, or 136.9% of net sales compared to $~~443~~328.06 million, or 1713.69% of net sales, for ~~2022~~2023. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by ~~lower~~foreign exchange gains of $9.2 million in the fiscal year 2024 compared to foreign exchange losses of $12.13 million in the fiscal year 2023, and ~~lower~~higher ~~unrealized~~interest ~~losses~~income of $139.7 0 million ~~related~~from toshort-term ~~one~~investments ofin ~~the~~cash ~~Company's~~equivalents, ~~equity~~partially ~~investments~~offset ~~for~~by ~~2023~~higher ~~compared~~coal tomine ~~2022~~charges of $1.8 million and non-operating pension expense.

Income Taxes

Income tax expense for ~~2023~~2024 was $6951.17 million, or an effective tax rate of 2134.0%, compared to income tax expense of $69.71 million, or an effective tax rate of 1521.70% for ~~2022~~2023. The effective tax rate for ~~2023~~2024 is higher than the effective tax rate for ~~2022~~2023,

primarily due to ~~less~~the ~~income~~impact ~~earned~~of ingoodwill ~~lower~~impairments ~~tax~~and ~~jurisdictions in 2023, as well as one~~non-~~time~~US ~~tax benefits in 2022 resulting from~~ losses onwith ~~investments~~no inrelated ~~the~~tax ~~stock of two of the Company's affiliates~~benefit. The effective tax rate for ~~2022~~2024 ~~was~~is ~~lower~~higher than the ~~applicable U.S.~~ statutory tax rate primarily due to ~~income~~the ~~earned~~impact inof ~~lower~~goodwill ~~tax~~impairments ~~jurisdictions~~and asnon-US ~~well~~losses aswith ~~the~~no ~~impact~~related oftax ~~the~~benefit ~~one-time~~as ~~deductions~~ previously noted. Further information regarding these items is provided in Note 14, Income Taxes, of the Notes to Consolidated Financial Statements included in this Annual Report.

Segment Information

The Company reports its operations by the following segments: Electronics, Transportation and Industrial. Segment information is described more fully in Note 16, Segment Information, of the Notes to Consolidated Financial Statements included in this Annual Report.

The following table is a summary of the Company’s net sales and operating income by segment:

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Net Sales	Fiscal Year
(in millions)	~~2023~~2024		~~2022~~2023		Change		% Change
Electronics	$	1,~~350~~186.48	$	1,~~492~~350.84	$	(~~142~~163.47)	(912.51)	%
Transportation	~~678~~672.34		~~716~~678.23		(375.9)		(50.39)	%
Industrial	~~334~~331.06		~~304~~334.90		29(2.14)		9(0.57)	%
Total	$	2,~~362~~190.78	$	2,~~513~~362.97	$	(~~151~~171.29)	(67.03)	%

Operating Income	Fiscal Year
Segment Operating Income	Fiscal Year
(in millions)	~~2023~~2024		~~2022~~2023		Change		% Change
Electronics	$	~~300~~169.69	$	~~431~~300.6	$	(~~131~~130.07)	(3043.45)	%
Transportation	3358.76		6333.57		~~(29~~24.8)9		~~(47~~73.0)9	%
Industrial	5442.83		4854.98		5(12.95)		12(22.18)	%
Other (a)	(28.2)		(43.2)		15.0
Total segment operating income	270.8		389.1		(118.3)
Total	$	360.9	$	500.8	$	(139.9)	(30.9)	%
Other (a)	(112.0)		(28.2)		(83.8)
Total Operating income	$	158.8	$	360.9	$	(202.1)	(56.0)	%

(a) Included in “Other” Operating income for the ~~2023~~2024 was $2893.25 million of non-~~segment~~cash impairment charges, of which included $1147.78 million ~~was~~ for ~~legal~~the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and ~~professional~~tradename ~~fees~~in the Industrial controls and ~~other~~sensors ~~integration~~reporting ~~expenses~~unit ~~related~~within tothe ~~completed~~Industrial segment, and ~~contemplated~~$36.1 ~~acquisitions,~~million and $168.56 million of ~~restructuring,~~non-cash goodwill impairment charges associated with the Industrial controls and ~~other~~sensors ~~charges~~reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, ~~primarily~~respectively. The remaining impairment charges included $0.2 million for patents and customer relationships related to ~~employee~~the ~~termination~~exit ~~costs~~of ~~and~~a small business in China within the Industrial segment. In addition, during the first quarter of 2024, the Company recognized a $30.9 million impairment charge related to certain machinery and equipment in the ~~land~~commercial vehicle business within the Transportation segment. The Company also recognized total restructuring charges of $14.9 million, primarily for employee termination costs related to the reorganization of certain manufacturing, selling and ~~building~~administrative functions in the semiconductor business within the Electronics segment and the reorganization of certain selling and administrative functions in the commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. Also included in "Other" Operating income was $5.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, a gain of $1.0 million for the sale of two buildings within the Transportation segment, and a gain of $0.5 million recorded for the sale of a land use right within the Electronics segment.

Included in “Other” Operating income for ~~2022~~the 2023 was $4328.2 million of non-segment charges, of which $1711.67 million ofwas for legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $1516.65 million of ~~purchase accounting inventory step-up charges, and $10.0 million of~~ restructuring, impairment and other charges, primarily related to employee termination costs and a $23.9 million ~~non-cash~~ impairment charge ~~for~~related ~~certain~~to ~~acquired~~the ~~technology~~land and ~~patent~~building ~~intangible assets due to a change~~ in ~~use~~the ~~and~~commercial ~~projected~~vehicle ~~cash~~business ~~flows~~ within the ~~Electronics~~Transportation segment ~~in the fourth quarter of 2022~~. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Electronics Segment

Net Sales

Net sales for the Electronics segment decreased $~~142~~163.47 million, or 912.51%, in ~~2023~~2024 compared to ~~2022~~2023 and included ~~favorable~~unfavorable changes in foreign exchange rates of $24.13 million or 0.13%. The net sales decrease was mainly due to lower volume from the ~~Electronics~~semiconductor business of $152.0 million and to a lesser extent the electronics products business driven by inventory rebalancing at certain distributors and reduced demand across certain electronics markets, including consumer facing and personal electronics, ~~and~~as ~~telecom,~~well ~~which~~as ~~more~~industrial ~~than offset the incremental net sales of $91~~markets.~~9 million from the C&K acquisition.~~

Operating Income

Operating income was $~~300~~169.69 million, representing a decrease of $~~131~~130.07 million, or 3043.45%, in ~~2023~~2024 compared to $~~431~~300.6 million in ~~2022~~2023. The decrease in operating income was primarily due to lower volume ~~mainly~~leverage ~~driven~~and ~~from~~unfavorable ~~the~~product ~~Electronics~~mix ~~products~~that ~~business,~~were ~~which~~partially ~~more than~~ offset ~~the~~by ~~incremental~~cost ~~volume~~control ~~from the C&K acquisition~~initiatives. Operating margins decreased from 2822.93% in ~~2022~~2023 to 2214.3% in ~~2023~~2024 primarily due to the lower volume from the semiconductor business.

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Transportation Segment

Net Sales

Net sales in the Transportation segment decreased $375.9 million, or 50.39%, in ~~2023~~2024 compared to ~~2022~~2023 and included unfavorable changes in foreign exchange rates of $02.74 million or 0.14%. The ~~commercial~~sales ~~vehicle~~decrease ~~business~~was ~~net~~mainly ~~sales~~driven ~~declined~~by lower volume of $5015.90 million, ~~largely~~and ~~driven~~$3.2 bymillion ~~reduced~~from ~~demand~~the ~~largely~~automotive sensors and the commercial vehicles businesses, respectively, due to ~~inventory~~the ~~rebalancing~~strategic atexit of certain ~~distributors~~lower ~~and~~margin ~~customers,~~products and ~~some~~reduced demand ~~reduction~~largely indue ~~commercial~~to ~~vehicle~~inventory ~~end~~rebalancing ~~markets.~~at ~~The~~certain ~~automotive~~distributors ~~sensors~~and ~~business~~customers, ~~had~~partially ~~net~~offset by a sales ~~declines~~increase of $312.43 million ~~primarily~~from ~~due~~the topassenger ~~lower~~car ~~demand~~business indriven by the ~~United~~ongoing ~~States~~electronification and ~~China.~~electrification ~~These~~of ~~declines~~vehicles ~~were~~and ~~partially~~vehicle ~~offset~~content ~~by an increase of $16~~growth.~~5 million from~~

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the passenger car products business driven by the ongoing electronification and electrification of vehicles and global passenger vehicle production growth.

Operating Income

Operating income was $3358.76 million, representing aan ~~decrease~~increase of $2924.89 million, or 4773.09%, in ~~2023~~2024 compared to $6333.57 million in ~~2022~~2023. The increase in operating income was primarily due to favorable price and cost reduction initiatives from the commercial vehicle business. Operating margins ~~declined~~increased from 85.90% to 58.07% primarily ~~due~~driven toby ~~lower~~favorable ~~volume~~price and product mix and cost reduction initiatives from the commercial vehicle business. In addition, ~~partially~~as ~~offset~~mentioned byabove, ~~higher~~during ~~volume~~the ~~and~~year ~~price~~ended ~~realization~~December 28, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the ~~passenger~~financial ~~car~~statements ~~business~~as of and for the year ended December 28, 2024. The out-of-period adjustment related to the Transportation segment was $11.1 million, which negatively impacted operating margin by 1.7%.

Industrial Segment

Net Sales

The Industrial segment net sales ~~increased~~decreased by $292.14 million, or 90.57%, in ~~2023~~2024 compared to ~~2022~~2023 and included unfavorable changes in foreign exchange rates of $01.72 million or 0.24%. The ~~increase in net~~ sales decrease was ~~primarily~~ due to ~~higher~~lower volume across ~~multiple~~industrial control products driven by softer end ~~markets,~~market ~~and~~demand in the ~~acquisition~~first half of ~~Western Automation~~2024.

Operating Income

Operating income was $5442.83 million, representing ana ~~increase~~decrease of $512.95 million, or 1222.18%, in ~~2023~~2024 compared to $4854.98 million in ~~2022~~2023. The ~~increase~~decrease in operating income was driven by lower volume due to ~~price~~reduced ~~realization~~industrial ~~and~~end ~~higher~~market ~~volume,~~demand ~~partially~~across ~~offset~~industrial bycontrol ~~higher~~products ~~amortization~~and ~~expenses~~industrial ~~from~~circuit ~~the~~protection ~~acquisition~~along ofwith ~~Western~~cost ~~Automation~~inflation. Operating margins were 1612.48% in ~~2023~~2024 compared to 16.04% in ~~2022~~2023. The decrease in operating margin was due to cost inflation, partially offset by favorable price. In addition, as mentioned above, during the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024. The out-of-period adjustment related to the Industrial segment was $4.1 million, which negatively impacted operating margin by 1.2%.

Geographic Net Sales Information

Net sales by geography represent net sales to customer or distributor locations. The following table is a summary of the Company’s net sales by geography:

	Fiscal Year
(in millions)	~~2023~~2024		~~2022~~2023		Change		% Change
Americas	$	~~901~~900.54	$	~~992~~901.35	$	(901.81)	(90.21)	%
Asia-Pacific	~~898~~824.97		~~1,019~~898.9		(~~121~~74.02)		(118.93)	%
Europe	~~562~~465.37		~~501~~562.73		60(96.6)		12(17.12)	%
Total	$	2,~~362~~190.78	$	2,~~513~~362.97	$	(~~151~~171.29)	(67.03)	%

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Americas

Net sales in the Americas decreased $901.81 million, or 90.21%, in ~~2023~~2024 compared to ~~2022~~2023 and included unfavorable changes in foreign exchange rates of $0.17 million. The decrease in net sales was primarily due to lower volume from the ~~electronics~~semiconductor ~~products~~ business within the Electronics segment ~~and lower sales from the commercial vehicle business within the Transportation segment~~, partially offset by ~~incremental~~higher ~~sales~~volume from ~~C&K~~the ~~acquisition~~Industrial ~~within~~segment and the ~~Electronics~~commercial ~~segment~~vehicle and ~~higher~~passenger ~~sales~~car products businesses within the ~~Industrial~~Transportation segment compared to ~~2022~~2023.

Asia-Pacific

Asia-Pacific net sales decreased $~~121~~74.02 million, or 118.93%, in ~~2023~~2024 compared to ~~2022~~2023 and included unfavorable changes in foreign exchange rates of $129.32 million. The decrease in net sales was primarily due to lower net sales from ~~electronics~~the ~~products~~semiconductor business within the Electronics segment and ~~lower net sales from~~ the ~~commercial~~industrial ~~vehicle~~circuit protection business within the ~~Transportation~~Industrial segment, partially offset by ~~incremental~~higher net sales from ~~C&K acquisition within~~ the ~~Electronics~~passenger ~~segment~~car ~~and~~products ~~Western~~business ~~Automation acquisition~~ within in the ~~Industrial~~Transportation segment compared to ~~2022~~2023.

Europe

~~European~~Europe net sales ~~increased~~decreased $6096.6 million, or 1217.12%, in ~~2023~~2024 compared to ~~2022~~2023 and included favorable changes in foreign exchange rates of $132.10 million. The ~~increase~~decrease in net sales was primarily due to ~~incremental~~lower net sales from the ~~acquisition of C&K, increased volume from the semiconductor business within the~~ Electronics segment and ~~the~~lower ~~passenger~~net ~~car~~sales ~~products~~from ~~business within~~ the ~~Transportation~~commercial ~~segment,~~vehicle and ~~the~~automotive ~~incremental~~sensors ~~sales~~businesses ~~from the Western Automation acquisition included~~ within the ~~Industrial~~Transportation segment, ~~partially~~compared ~~offset~~to ~~by lower net sales from the electronics products business within the Electronics segment~~2023.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2023 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2022

~~Table~~Fiscal year 2023 included $28.2 million of ~~Contents~~ non-segment charges, of which $11.7 million related to legal and professional fees and other integration expenses related to completed and contemplated acquisitions and $16.5 million of restructuring, impairment and other charges, primarily associated with employee termination costs and a $3.9 million impairment charge for the land and building in the commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

~~RESULTS~~Fiscal OFyear ~~OPERATIONS~~2022 ~~FOR~~included ~~THE~~$43.2 million ~~YEAR~~of ~~ENDED~~non-segment ~~DECEMBER~~charges, 31of which $17.6 million related to legal and professional fees and other integration expenses primarily associated with the C&K Switches and Carling acquisitions and other contemplated acquisitions, ~~2022~~$15.6 million ASof ~~COMPARED~~purchase TOaccounting ~~THE~~inventory ~~YEAR~~step-up ~~ENDED~~charges, ~~JANUARY~~and 01$10.0 million of restructuring, ~~2022~~impairment and other charges, primarily related to employee termination costs and a $2.9 million intangible asset impairment charge within the Electronics segment in the fourth quarter of 2022. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Fiscal year ~~2022~~2023 also included approximately $4312.23 million ofin ~~non-segment~~foreign ~~charges,~~currency ofexchange ~~which~~losses ~~$17.6~~primarily ~~million~~attributable ~~related~~ to ~~legal~~changes ~~and~~in ~~professional~~the ~~fees~~value ~~and~~of ~~other integration expenses primarily associated with~~ the ~~C&K~~Euro, Sterling, and ~~Carling~~Chinese ~~acquisitions~~renminbi ~~and~~against ~~other~~the ~~contemplated~~U.S. ~~acquisitions~~dollar, ~~$15.6~~while ~~million~~fiscal ofyear ~~purchase~~2022 ~~accounting~~included ~~inventory~~approximately ~~step-up charges, and~~ $1024.04 million ofin ~~restructuring,~~foreign ~~impairment~~currency ~~and~~exchange ~~other~~losses ~~charges,~~ primarily ~~related~~attributable to ~~employee~~changes ~~termination costs and a $2.9 million intangible asset impairment charge within the Electronics segment~~ in the ~~fourth~~value ~~quarter~~ of ~~2022. See~~the ~~Note~~Euro, 8Philippine peso, ~~Restructuring~~Sterling, ~~Impairment~~ and ~~Other~~Chinese ~~Charges,~~renminbi ~~for~~against ~~further~~the ~~discussion~~U. S. dollar.

Fiscal year 2021 included $12.6 million of non-segment charges, of which $8.4 million relates to purchase accounting inventory step-up charges, $7.0 million of acquisition-related and integration charges related to the Carling and Hartland acquisitions and other contemplated acquisitions, and $2.2 million of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 8, Restructuring, Impairment and Other Charges, for further discussion. Additionally, partially offsetting the above amounts was a gain of $5.0 million recorded for the sale of buildings within the Electronics segment.


	Fiscal Year
(in thousands, except % change)	2023		2022		Change		% Change
Net sales	$	2,362,657	$	2,513,897	$	(151,240)	(6.0)	%
Cost of sales	1,462,416		1,506,984		(44,568)		(3.0)	%
Gross profit	900,241		1,006,913		(106,672)		(10.6)	%
Operating expenses	539,379		506,087		33,292		6.6	%
Operating income	360,862		500,826		(139,964)		(27.9)	%
Other (income) expense, net	(19,901)		7,207		(27,108)		(376.1)	%
Income before income taxes	328,598		443,044		(114,446)		(25.8)	%
Income taxes	69,113		69,738		(625)		(0.9)	%
Net income	259,485		373,306		(113,821)		(30.5)	%

Fiscal year 2022 also included approximately $24.4 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Philippine peso, Sterling, and Chinese renminbi against the U.S. dollar, while fiscal year 2021 included approximately $17.2 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Chinese renminbi, Mexican peso, and Philippine peso against the U.S. dollar.

	Fiscal Year
(in thousands, except % change)	2022		2021		Change		% Change
Net sales	$	2,513,897	$	2,079,928	$	433,969	20.9	%
Cost of sales	1,506,984		1,308,002		198,982		15.2	%
Gross profit	1,006,913		771,926		234,987		30.4	%
Operating expenses	506,087		386,284		119,803		31.0	%
Operating income	500,826		385,642		115,184		29.9	%
Other expense, net	7,207		8,932		(1,725)		(19.3)	%
Income before income taxes	443,044		341,025		102,019		29.9	%
Income taxes	69,738		57,219		12,519		21.9	%
Net income	373,306		283,806		89,500		31.5	%

Net Sales

Net sales were $2,513.9 million, which increased $434.0 million, or 20.9% compared to 2021, including $202.8 million or 9.8% of incremental net sales within the Transportation segment from the Carling acquisition and $81.7 million or 3.9% of net sales within the Electronics segment from the C&K acquisition, partially offset by $65.3 million or 3.1% of unfavorable changes in foreign exchange rates for 2022 compared to 2021. The remaining increase of $110.3 million in the Electronics segment was due to higher volume and price realization across numerous end markets while the Industrial segment increased $53.8 million as a result of higher volume and price realization.34

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Net sales were $2,362.7 million, which decreased by $151.2 million, or 6.0% compared to 2022, including $0.7 million of favorable changes in foreign exchange rates for 2023 compared to 2022. The sales decrease was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset $105.1 million or 4.2% of incremental net sales from the C&K Switches and Western Automation acquisitions and higher volume from the Industrial segment.

Cost of Sales

Cost of sales was $1,~~507~~462.04 million, or 5961.9% of net sales, in ~~2022~~2023, compared to $1,~~308~~507.0 million, or 6259.9% of net sales, in ~~2021~~2022. ~~The~~As ~~increase~~a inpercent of net sales, cost of sales ~~was~~increased ~~primarily~~2.0% ~~due~~driven toby ~~greater~~lower volume ~~across~~in the Electronics segment and ~~Industrial~~the ~~segments~~commercial ~~driven~~vehicle bybusiness within the ~~factors~~Transportation ~~discussed~~segment, ~~above~~partially ~~along~~offset ~~with~~by ~~the~~volume ~~acquisitions~~leverage ofand ~~Carling~~favorable ~~and~~product ~~C&K.~~mix Asfrom athe ~~percent~~Industrial ofsegment ~~net~~compared ~~sales~~to 2022, ~~cost~~and of$15.6 ~~sales~~million ~~decreased~~or 3.0.6% ~~driven~~of ~~by volume leverage, partially offset by higher~~ purchase accounting inventory charges ofrecorded ~~$7.2~~during ~~million or 0~~2022.~~2% compared to 2021.~~

Gross Profit

Gross profit was $~~1,006~~900.92 million, or 4038.1% of net sales, in ~~2022~~2023, compared to $~~771~~1,006.9 million, or 3740.1% of net sales, in ~~2021~~2022. The $~~235~~106.07 million ~~increase~~decrease in gross profit was primarily due to ~~higher~~lower volume in the Electronics segment and ~~price~~the ~~realization~~commercial invehicle business within the Transportation segment, partially offset by the acquisition of C&K Switches within the Electronics segment, and volume leverage and favorable product mix from the Industrial segment and $15.6 million or 0.6% of purchase accounting inventory charges recorded during the first nine months of 2022.

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Industrial segments along with the acquisitions of Carling and C&K. The increase in gross margin of 3.0% was primarily driven by volume leverage and price realization, partially offset by higher purchase accounting inventory charges of $7.2 million or 0.2% compared to 2021.

Operating Expenses

Total operating expenses were $~~506~~539.14 million, or 2022.18% of net sales, for ~~2022~~2023 compared to $~~386~~506.31 million, or 1820.61% of net sales, for ~~2021~~2022. The increase in operating expenses of $~~119~~33.83 million was primarily due to higher selling, general, and administrative expenses of $9.8 million, ~~which~~higher ~~increased~~amortization byexpense of $6910.41 million, and research and development expenses, ~~which~~of ~~increased by~~ $296.78 million mainly due to the C&K Switches and ~~increased~~Western ~~amortization~~Automation ~~expense~~acquisitions. Additionally, the Company incurred an increase in restructuring, impairment, and other charges of $136.05 million ~~and~~primarily ~~acquisition-~~related ~~expenses~~to the reorganization of certain manufacturing, selling and administrative functions within the Transportation and Industrial segments and a $103.6 9 million ~~largely~~impairment ~~due~~charge related to the ~~Carling~~land and ~~C&K~~building ~~acquisitions~~of a property in the commercial vehicle business within the Transportation segment. This increase in operating expenses was partially offset by lower variable incentive compensation expense.

Operating Income

Operating income for ~~2022~~2023 was $~~500~~360.89 million, ana ~~increase~~decrease of $~~115~~140.20 million or 2927.9% compared to $~~385~~500.68 million for ~~2021~~2022. The ~~increase~~decrease in operating income was ~~primarily~~ due to ~~higher~~lower gross profit ~~across~~ from the Electronics and ~~Industrial~~Transportation segments, ~~partially~~and ~~offset by~~ higher ~~operating expenses as discussed above. Operating margins increased from 18.5% in 2021 to 19.9% in 2022 primarily driven by higher operating income in the Electronics segment of $122.0 million.~~

Income Before Income Taxes

Income before income taxes for ~~2022~~2023 was $~~443~~328.06 million, or 1713.69% of net sales compared to $~~341~~443.0 million, or 1617.46% of net sales, for ~~2021~~2022. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was ~~impacted~~primarily benefited by ~~$14.0~~lower ~~million~~foreign ofexchange ~~unrealized~~ losses ~~during 2022 compared to unrealized gains~~ of $812.81 million ~~during~~and ~~2021~~lower ~~related~~unrealized tolosses ~~the Company's equity investment, higher interest expense~~ of $713.7 million ~~due~~related to anone ~~increase~~of inthe ~~borrowings~~Company's ~~outstanding,~~equity ~~and~~investments ~~higher~~for ~~foreign~~2023 ~~exchange losses of $7.2 million~~ compared to ~~2021, partially offset by a $19~~2022.~~9 million non-cash pension settlement charge recognized in 2021.~~

Income Taxes

Income tax expense for ~~2022~~2023 was $69.71 million, or an effective tax rate of 1521.70%, compared to income tax expense of $5769.27 million, or an effective tax rate of 1615.87% for ~~2021~~2022. The Company’s tax rates are lower than the applicable U.S. statutory tax rate primarily due to income earned in lower tax jurisdictions, partially offset by the impact of taxes on unremitted earnings, the GILTI tax provisions, and non-U.S. losses and expenses with no tax benefit. The effective tax rate for ~~2022~~2023 is ~~lower~~higher than the effective tax rate for ~~2021~~2022, primarily due to one-time tax benefits resulting from losses on investments in the stock of two of the Company's affiliates. Further information regarding these items is provided in Note 14, Income Taxes, of the Notes to Consolidated Financial Statements included in this Annual Report.

primarily due to less income earned in lower tax jurisdictions in 2023, as well as one-time tax benefits in 2022 resulting from losses on investments in the stock of two of the Company's affiliates. The effective tax rate for 2022 was lower than the applicable U.S. statutory tax rate primarily due to income earned in lower tax jurisdictions as well as the impact of the one-time deductions previously noted. Further information regarding these items is provided in Note 14, Income Taxes, of the Notes to Consolidated Financial Statements included in this Annual Report.

Segment Information

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The following table is a summary of the Company’s net sales and operating income by segment:

Fiscal Year

Net Sales

Fiscal Year

(in millions)

~~2022~~2023

~~2021~~2022

Change

% Change

Electronics

1,~~492~~350.84

1,~~300~~492.78

~~192~~(142.14)

14(9.85)

Transportation

~~716~~678.23

~~528~~716.12

~~188~~(37.19)

35(5.63)

Industrial

~~304~~334.90

~~251~~304.19

5329.81

219.45

Total

2,~~513~~362.97

2,~~079~~513.9

~~434~~(151.02)

20(6.90)


Segment Operating Income	Fiscal Year
(in millions)	2023		2022		Change		% Change
Electronics	$	300.6	$	431.6	$	(131.0)	(30.4)	%
Transportation	33.7		63.5		(29.8)		(47.0)	%
Industrial	54.8		48.9		5.9		12.1	%
Total segment operating income	389.1		544.0		(154.9)
Other (a)	(28.2)		(43.2)		15.0
Total Operating income	$	360.9	$	500.8	$	(139.9)	(30.9)	%

~~Table~~(a) Included in “Other” Operating income for the 2023 was $28.2 million of ~~Contents~~ non-segment charges, of which $11.7 million was for legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $16.5 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Operating Income	Fiscal Year
(in millions)	2022		2021		Change		% Change
Electronics	$	431.6	$	309.6	$	122.0	39.4	%
Transportation	63.5		66.0		(2.5)		(3.7)	%
Industrial	48.9		22.6		26.3		116.0	%
Other (a)	(43.2)		(12.6)		(30.6)
Total	$	500.8	$	385.6	$	115.2	29.9	%

Included in “Other” Operating income for 2022 was $43.2 million of non-segment charges, of which $17.6 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment in the fourth quarter of 2022. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

(a) Included in “Other” Operating income for 2022 was $17.6 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment in the fourth quarter of 2022. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Included in “Other” Operating income for 2021 was $8.4 million of purchase accounting inventory step-up charges, $7.0 million of legal and professional fees and other integration expenses related to Carling, Hartland and other contemplated acquisitions, and $2.2 million of restructuring, impairment and other charges, primarily related to employee termination costs. In addition, there was a gain of $5.0 million recorded for the sale of buildings within the Electronics segment. See Note 8, Restructuring, Impairment and Other Charges, for further discussion.

Electronics Segment

Net Sales

Net sales for the Electronics segment ~~increased~~decreased $~~192~~142.14 million, or 149.85%, in ~~2022~~2023 compared to ~~2021~~2022 and included ~~unfavorable~~favorable changes in foreign exchange rates of $372.1 million or 20.91%. The sales ~~increase~~decrease was ~~$123.4~~mainly ~~million~~due ~~for~~to lower volume from the ~~semiconductor~~Electronics products business ~~and~~driven ~~$68.7~~by ~~million~~inventory inrebalancing ~~the~~at ~~electronics~~certain ~~products~~distributors ~~business,~~and ~~primarily~~reduced ~~driven~~demand byacross ~~increased~~certain ~~volume~~electronics ~~and~~markets, ~~price~~including ~~realization.~~consumer ~~The~~facing ~~sales~~and ~~increase~~personal in electronics, ~~products~~and ~~business~~telecom, ~~also~~which ~~included~~more than offset the incremental ~~$81.7~~net ~~million~~sales of ~~sales~~$91.9 million from the ~~acquisition of~~ C&K. ~~These~~Switches ~~volume increases were driven by continued broad-based demand across numerous end markets~~acquisition.

Operating Income

Operating income was $~~431~~300.6 million, representing ana ~~increase~~decrease of $~~122~~131.0 million, or 3930.4%, in ~~2022~~2023 compared to $~~309~~431.6 million in ~~2021~~2022. The ~~increase~~decrease in operating income was primarily due to ~~higher~~lower volume ~~and~~mainly ~~price~~driven ~~realization~~ from the ~~semiconductor~~Electronics ~~and~~products ~~electronics~~business, ~~products~~which ~~businesses~~more ~~and~~than ~~also~~offset the incremental ~~operating~~volume ~~income~~ from the C&K Switches acquisition. Operating margins ~~increased~~decreased from 2328.89% in ~~2021~~2022 to 2822.93% in ~~2022~~2023 primarily due to the lower volume.

Transportation Segment

Net Sales

Net sales in the Transportation segment increased $188.1 million, or 35.6%, in 2022 compared to 2021 and included unfavorable changes in foreign exchange rates of $26.0 million or 4.9%. The sales increase was primarily due to the incremental sales of $202.8 million from the Carling acquisition. Net sales in the commercial vehicle business increased by $214.4 million, largely due to the Carling acquisition noted previously and continued demand across a number of commercial vehicle end markets. The passenger car products and automotive sensors businesses had sales decreases of $16.6 million and $9.8 million, respectively. The decreases were primarily driven by unfavorable changes in foreign exchange rates, certain automotive customers rebalancing their inventory levels of the Company's products, and supply chain constraints, partially offset by greater content growth from vehicle mix and electric vehicles.36

Operating Income

Operating income was $63.5 million, representing a decrease of $2.5 million, or 3.7%, in 2022 compared to $66.0 million in 2021. The decreased in operating income was primarily due to lower volume in the passenger car products and automotive sensors businesses, partially offset by the incremental operating income from the Carling acquisition. Operating margins declined from 12.5% to 8.9%.

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Net sales in the Transportation segment decreased $37.9 million, or 5.3%, in 2023 compared to 2022 and included unfavorable changes in foreign exchange rates of $0.7 million or 0.1%. The commercial vehicle business net sales declined $50.9 million, largely driven by reduced demand largely due to inventory rebalancing at certain distributors and customers, and some demand reduction in commercial vehicle end markets. The automotive sensors business had net sales declines of $3.4 million primarily due to lower demand in the United States and China. These declines were partially offset by an increase of $16.5 million from the passenger car products business driven by the ongoing electronification and electrification of vehicles and global passenger vehicle production growth.

Operating Income

Operating income was $33.7 million, representing a decrease of $29.8 million, or 47.0%, in 2023 compared to $63.5 million in 2022. Operating margins declined from 8.9% to 5.0% primarily due to lower volume from the commercial vehicle business, partially offset by higher volume and price realization in the passenger car business.

Industrial Segment

Net Sales

The Industrial segment net sales increased by $5329.81 million, or 219.45%, in ~~2022~~2023 compared to ~~2021~~2022 and included unfavorable changes in foreign exchange rates of $20.27 million or 0.92%. The increase in net sales was primarily due to higher volume ~~and demand~~ across amultiple ~~number of~~ end markets, ~~price realization,~~ and ~~incremental~~the ~~one~~acquisition ~~month net sales~~ of ~~$9.1~~Western ~~million or 3~~Automation.~~6% from the Hartland acquisition.~~

Operating Income

Operating income was $4854.98 million, representing an increase of $265.39 million, or ~~116~~12.01%, in ~~2022~~2023 compared to $2248.69 million in ~~2021~~2022. The increase in operating income was due to price realization and higher volume, ~~and~~partially ~~price~~offset ~~realization~~by higher amortization expenses from the acquisition of Western Automation. Operating margins were 16.04% in ~~2022~~2023 compared to 916.0% in ~~2021~~2022.

Geographic Net Sales Information

Net sales by geography represent net sales to customer or distributor locations. The following table is a summary of the Company’s net sales by geography:

	Fiscal Year
(in millions)	~~2022~~2023		~~2021~~2022		Change		% Change
Asia-Pacific	$	1,019.9	$	955.7	$	64.2	6.7	%
Americas	$	901.5	$	992.3	$	(90.8)	(9.2)	%
Americas	992.3		694.3		298.0		42.9	%
Asia-Pacific	898.9		1,019.9		(121.0)		(11.9)	%
Europe	~~501~~562.73		~~429~~501.97		7160.86		1612.71	%
Total	$	2,~~513~~362.97	$	2,~~079~~513.9	$	~~434~~(151.02)	20(6.90)	%

Asia-Pacific

Asia-Pacific net sales increased $64.2 million, or 6.7%, in 2022 compared to 2021 and included unfavorable changes in foreign exchange rates of $18.4 million. The increase in net sales was primarily due to incremental sales from the C&K acquisition and higher volume and price realization from the semiconductor products business within the Electronics segment and incremental sales from the Carling acquisition included in the commercial vehicle products business, partially offset by lower net sales from the electronics products and passenger car products businesses.

Americas

Net sales in the Americas ~~increased~~decreased $~~298~~90.08 million, or ~~42.~~9.2%, in ~~2022~~2023 compared to ~~2021~~2022 and included unfavorable changes in foreign exchange rates of $10.41 million. The ~~increase~~decrease in net sales was primarily due to ~~incremental~~lower ~~sales~~volume from the ~~Carling~~electronics ~~acquisition included in the commercial vehicle~~ products business within the ~~Transportation~~Electronics segment, ~~higher volume~~ and ~~price~~lower ~~realization~~sales from ~~all~~the ~~businesses~~commercial vehicle business within the ~~Electronics~~Transportation segment, ~~including~~partially offset by incremental sales from ~~the~~ C&K Switches acquisition ~~and~~within ~~higher~~the ~~volume~~Electronics segment and ~~price~~higher ~~realization~~sales ~~from~~within the Industrial segment compared to ~~2021~~2022.

Asia-Pacific

Asia-Pacific net sales decreased $121.0 million, or 11.9%, in 2023 compared to 2022 and included unfavorable changes in foreign exchange rates of $12.3 million. The decrease in net sales was primarily due to lower net sales from electronics products business within the Electronics segment and lower net sales from the commercial vehicle business within the Transportation segment, partially offset by incremental sales from C&K Switches acquisition within the Electronics segment and Western Automation acquisition within in the Industrial segment compared to 2022.

Europe

European net sales increased $71.8 million, or 16.7%, in 2022 compared to 2021 and included unfavorable changes in foreign exchange rates of $45.5 million. The increase in net sales was primarily due to increased volume across all businesses within the Electronics segment including incremental sales from C&K acquisition, and incremental sales from the Carling acquisition included in the commercial vehicle products business within the Transportation segment compared to 2021.37

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Europe net sales increased $60.6 million, or 12.1%, in 2023 compared to 2022 and included favorable changes in foreign exchange rates of $13.1 million. The increase in net sales was primarily due to incremental sales from the acquisition of C&K Switches, increased volume from the semiconductor business within the Electronics segment and the passenger car products business within the Transportation segment, and the incremental sales from the Western Automation acquisition included within the Industrial segment, partially offset by lower net sales from the electronics products business within the Electronics segment.

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Liquidity and Capital Resources

Cash and cash equivalents were $~~555~~724.59 million as of December 3028, ~~2023~~2024, aan ~~decrease~~increase of $7169.14 million as compared to December 3130, ~~2022~~2023.

As of December 3028, ~~2023~~2024, $~~376~~422.98 million of the Company's $~~555~~724.59 million cash and cash equivalents was held by non-U.S. subsidiaries. Of the $~~376~~422.98 million, at least $~~214~~228.37 million can be repatriated with minimal tax consequences, although in certain cases a non-U.S. withholding tax would be payable but subsequently refunded. With respect to the remaining $~~162~~194.61 million, the Company has recognized deferred tax liabilities on approximately $~~106~~49.37 million as of December 3028, ~~2023~~2024 because the amounts are not considered to be permanently reinvested, and the Company may access additional amounts through loans and other means. Repatriation of some non-U.S. cash balances is restricted by local laws. Management regularly evaluates whether foreign earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its foreign subsidiaries. Changes in economic and business conditions and tax laws could result in changes to these judgments and the need to record additional tax liabilities.

The Company has historically supported its liquidity needs through cash flows from operations. Management expects that the Company’s (i) current level of cash, cash equivalents, and marketable securities, (ii) current and forecasted cash flows from operations, (iii) availability under existing funding arrangements, and (iv) access to capital in the capital markets will provide sufficient funds to support the Company’s operations, capital expenditures, investments, and debt obligations on both a short-term and long-term basis.

Revolving Credit Facility and Term Loan

On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (as so amended and restated, 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.

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 fiscal year ended December 3028, ~~2023~~2024, the Company made term loan payments of $7.5 million. The revolving loan and term loan balance under the Credit Facility was $100.0 million and $~~288~~281.83 million, respectively, as of December 3028, ~~2023~~2024.

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.

As of December 3028, ~~2023~~2024, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 65.71%, and 4.13% on the hedged portion.

3639

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As of December 3028, ~~2023~~2024, the Company had $0.21 million outstanding letters of credit and had available $599.89 million of borrowing capacity under the revolving credit facility. AtAs of December 3028, ~~2023~~2024, the Company was in compliance with all covenants under the credit agreement.

Senior Notes

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). ~~Interest~~During on the ~~Euro~~fiscal ~~Senior~~year ~~Notes~~ended ~~is payable semiannually on June 8 and~~ December 830, ~~commencing June 8, 2017. On December 8,~~ 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. 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”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. ~~Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.~~ During the fiscal year ended December 31, 2022, the Company paid off $25.0 million of U.S. Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable 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 amended and 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.

The Senior Notes have not been registered under the Securities Act, or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.

The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. As of December 28, 2024, the Company was in compliance with all covenants under the Senior Notes.

The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to note holders and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Debt Covenants

The Company was in compliance with its debt covenants as of December 3028, ~~2023~~2024. As of December 3028, ~~2023~~2024, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.

~~Acquisitions~~40

On June 28, 2023, the Company entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The acquisition of the Dortmund Fab is expected to close in early fiscal year 2025. The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) was made with cash on hand and recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing. The transaction did not have a material impact on the Company’s fiscal year 2023 financial results and is not expected to have material impact on the Company's 2024 financial results and will be reported in the semiconductor business within the Company’s Electronics segment.

On February 3, 2023, the Company completed the acquisition of Western Automation for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation

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~~had annualized sales of approximately $25 million. The business is reported within the Company’s Industrial segment. The Company financed the transaction with cash on hand.~~Acquisitions

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 Euro, of which 37.2 million Euro down payment (approximately $40.5 million) was recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. The down payment was paid in the third quarter of 2023 after regulatory approvals, and 56.7 million Euro was paid at closing. The transaction did not have any impact on the Company's 2024 financial results and reported in the Electronics-Semiconductor business within the Company’s Electronics segment. The acquisition was funded with the Company’s cash on hand.

On February 3, 2023, the Company completed the acquisition of Western Automation for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including electric vehicle charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million. The business is reported within the Company’s Industrial segment. The Company financed the transaction with cash on hand.

On July 19, 2022, the Company acquired C&K Switches for $540 million in cash. Founded in 1928, C&K is a leading designer and manufacturer of high-performance electromechanical switches and interconnect solutions with a strong global presence across a broad range of end markets, including industrial, transportation, datacom, and aerospace. At the time the Company and C&K entered into a definitive agreement, C&K had annualized sales of over $200 million. The business is reported as part of the electronics-passive products and sensors business within the Company's Electronics segment. The net cash payment of $523.0 million was funded through a combination of cash on hand and debt.

On November 30, 2021, the Company acquired Carling, pursuant to the Stock Purchase Agreement, dated as of October 19, 2021. Founded in 1920, Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial vehicle electronification, communications infrastructure and marine markets. At the time of acquisition, Carling had annualized sales of approximately $170 million. The operations of Carling are included in the commercial vehicle business within the Company's Transportation segment. The purchase price for Carling Technologies was approximately $315.5 million subject to a working capital adjustment. The net cash payment of $314.1 million was funded by the Company’s cash on hand.

On January 28, 2021, the Company acquired Hartland, a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning ("HVAC") and other industrial and systems applications, and eMobility. At the time of acquisition, Hartland had annualized sales of approximately $70 million. The purchase price for Hartland was $111.0 million and the operations of Hartland are included in the Industrial segment. The net cash payment of $108.5 million was funded by the Company’s cash on hand.

Cash Flow Overview

Operating cash inflows are largely attributable to sales of the Company’s products. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes, and other operating activities.

The following describes the Company’s cash flows for the fiscal year ended December 28, 2024 and December 30, 2023:


	Fiscal Year
(in millions)	2024		2023
Net cash provided by operating activities	$	367.6	$	457.4
Net cash used in investing activities	(65.8)		(284.3)
Net cash used in financing activities	(112.4)		(185.7)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(20.1)		4.8
Increase (decrease) in cash, cash equivalents, and restricted cash	169.3		(7.8)
Cash, cash equivalents, and restricted cash at beginning of period	557.1		564.9
Cash, cash equivalents, and restricted cash at end of period	$	726.4	$	557.1

Cash Flow from Operating Activities

Net cash provided by operating activities was $367.6 million for the fiscal year 2024, a decrease of $89.8 million, compared to $457.4 million during the fiscal year 2023. The decrease in net cash provided by operating activities was primarily due to lower cash earnings.

Cash Flow from Investing Activities

Net cash used in investing activities was $65.8 million for the fiscal year 2024, compared to $284.3 million during the fiscal year 2023. Net cash paid for acquisitions was $198.8 million for the Western Automation and Dortmund Fab acquisitions during the fiscal year 2023. Capital expenditures were $75.9 million, representing a decrease of $10.3 million compared to the fiscal year 2023. The Company also received proceeds of $10.8 million mainly from the sale of a land use right within the Electronics segment and two buildings from the Transportation segment during the fiscal year 2024 as compared to proceeds of $0.8 million from the sale of a property within the Electronics segment during the fiscal year 2023.

Cash Flow from Financing Activities

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Net cash used in financing activities was $112.4 million for the fiscal year 2024 compared to $185.7 million during the fiscal year 2023. During the fiscal year 2024, the Company paid $7.5 million on the term loan. During the fiscal year 2023, the Company paid $121.3 million (€117 million) of Euro Senior Notes, Series A due 2023 and $7.5 million on the term loan. The Company paid dividends of $67.1 million and $62.2 million for the fiscal year 2024 and 2023, respectively, representing an increase of $4.9 million from the fiscal year 2023. Additionally, the Company repurchased 179,311 shares of its common stock totaling $40.9 million during the fiscal year 2024.

The following describes the Company’s cash flows for the fiscal year ended December 30, 2023 and December 31, 2022:


	Fiscal Year
(in millions)	2023		2022
Net cash provided by operating activities	$	457.4	$	419.7
Net cash used in investing activities	(284.3)		(636.4)
Net cash (used in) provided by financing activities	(185.7)		310.2
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	4.8		(11.4)
(Decrease) increase in cash, cash equivalents, and restricted cash	(7.8)		82.1
Cash, cash equivalents, and restricted cash at beginning of period	564.9		482.8
Cash, cash equivalents, and restricted cash at end of period	$	557.1	$	564.9

Cash Flow from Operating Activities

Net cash provided by operating activities was $457.4 million for the fiscal year 2023, an increase of $37.7 million, compared to $419.7 million during the fiscal year 2022. The increase in net cash provided by operating activities was primarily due to reductions in working capital partially offset by lower cash earnings.

Cash Flow from Investing Activities

Net cash used in investing activities was $284.3 million for the fiscal year 2023, compared to $636.4 million during the fiscal year 2022. Net cash paid for acquisitions was $198.8 million for the Dortmund Fab and Western Automation acquisitions during the fiscal year 2023 versus $532.7 million primarily for the C&K Switches and Embed acquisitions during the fiscal year 2022. Capital expenditures were $86.2 million, representing a decrease of $18.2 million compared to the fiscal year 2022. The Company also received proceeds of $0.8 million primarily from the sale of a property within the Electronics segment during the fiscal year 2023 as compared to proceeds of $0.7 million from the sale of a property within the Transportation segment during the fiscal year 2022.

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Cash Flow from Financing Activities

Net cash used in financing activities was $185.7 million for the fiscal year 2023 compared to $310.2 million net cash provided by financing activities for the fiscal year 2022. On July 18, 2022, the Company issued and funded $100 million in aggregate principal amount of 4.33% U.S. Senior Notes, due 2032. On June 30, 2022, the Company amended and restated its Credit Agreement and borrowed $300.0 million through a term loan. During the fiscal year 2023, the Company paid $121.3 million (€117 million) of Euro Senior Notes, Series A due 2023 and $7.5 million on the term loan. During the fiscal year 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022 and $3.8 million on the term loan. Additionally, the Company paid dividends of $62.2 million and $55.9 million for the fiscal year 2023 and 2022, respectively, representing an increase of $6.3 million from the fiscal year 2022.

~~The following describes the Company’s cash flows for the twelve months ended December 31, 2022 and January 1, 2022:~~42

	Fiscal Year
(in millions)	2022		2021
Net cash provided by operating activities	$	419.7	$	373.3
Net cash used in investing activities	(636.4)		(499.2)
Net cash provided by (used in) financing activities	310.2		(69.0)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(11.4)		(9.8)
Increase (decrease) in cash, cash equivalents, and restricted cash	82.1		(204.7)
Cash, cash equivalents, and restricted cash at beginning of period	482.8		687.5
Cash, cash equivalents, and restricted cash at end of period	$	564.9	$	482.8

Cash Flow from Operating Activities

Net cash provided by operating activities was $419.7 million for the fiscal year 2022, an increase of $46.4 million, compared to $373.3 million during the fiscal year 2021. The increase in net cash provided by operating activities was primarily due to higher cash earnings partially offset by increases in working capital resulting from higher sales growth and larger annual incentive bonus payments made in 2022 as compared to 2021.

Cash Flow from Investing Activities

Net cash used in investing activities was $636.4 million for the fiscal year 2022, compared to $499.2 million during the fiscal year 2021. Capital expenditures were $104.3 million, representing an increase of $13.8 million compared to the fiscal year 2021. Net cash paid for acquisitions was $532.7 million during the fiscal year 2022 primarily for the C&K and Embed acquisitions versus net cash paid of $422.1 million for the Carling and Hartland acquisitions during the fiscal year 2021. The Company also received proceeds of $0.7 million primarily from the sale of a property within the Transportation segment during the fiscal year 2022 as compared to proceeds of $15.4 million from the sale of buildings within the Electronics segment during the fiscal year 2021.

Cash Flow from Financing Activities

Net cash provided by financing activities was $310.2 million for the fiscal year 2022 compared to $69.0 million used in financing activities for the fiscal year 2021. On July 18, 2022, the Company issued and funded $100 million in aggregate principal amount of 4.33% U.S. Senior Notes, due 2032. On June 30, 2022, the Company amended and restated its Credit Agreement and borrowed $300.0 million through a term loan. During the fiscal year 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022 and $3.8 million on the term loan. During the fiscal year 2021, the Company made payments of $30 million on the amended revolving credit facility. Additionally, dividends paid by the Company increased $6.2 million from $49.7 million for the fiscal year 2021 to $55.9 million for the fiscal year 2022.

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Contractual Obligations and Commitments

The following table summarizes outstanding contractual obligations and commitments as of December 3028, ~~2023~~2024:

Payments Due By Period

Payments Due by Period

(in thousands)

Total

Less than1 Year

1 to 3 Years

3 to 5 Years

Greaterthan 5 Years

Long-term debt(a)

~~875~~858,~~705~~880

1467,~~020~~612

83467,~~939~~341

~~552~~98,~~746~~927

225,000

Interest payments(b)

~~180~~128,~~462~~020

4237,~~760~~002

7957,~~966~~910

3519,~~493~~920

2213,~~243~~188

Operating and finance lease payments(c)

7893,~~250~~748

1517,~~292~~547

1821,~~255~~577

1318,~~769~~287

3036,~~934~~337

Income tax obligation(d)

148,~~792~~192

68,~~600~~192

~~8,192~~—

—

Purchase obligations(e)

3227,~~406~~749

3026,~~438~~268

1,~~048~~034

~~920~~447

—

Total

1,~~181~~116,~~615~~589

~~109~~156,~~110~~621

~~191~~547,~~400~~862

~~602~~137,~~928~~581

~~278~~274,~~177~~525

(a)Excludes offsetting issuance costs of $32.8 million. Euro denominated debt amounts are converted based on the Euro to U.S. Dollar spot rate at year end. For more information see Note 9, Debt, of the Notes to Consolidated Financial Statements.

(b)Amounts represent estimated contractual interest payments on outstanding debt. Rates in effect as of December 3028, ~~2023~~2024 are used for variable rate debt. For more information see Note 9, Debt, of the Notes to Consolidated Financial Statements.

(c)For more information see Note 7, Lease Commitments, of the Notes to Consolidated Financial Statements.

(d)The ~~Income~~income tax obligation represents the remaining amounts payable regarding the 2017 Littelfuse Toll Charge. The Company has elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. The anticipated 2025 annual installment payment of $8.2 million, which represents the eighth and final required installment, is included in Accrued income taxes, on the Consolidated Balance Sheet as of December 28, 2024. For more information see Note 14, Income Taxes, of the Notes to Consolidated Financial Statements.

(e)Purchase obligations include purchase commitments and commitments for capital expenditures not recognized in the Company’s Consolidated Balance Sheets.

In addition to the above contractual obligations and commitments, the Company had the following obligations at December 3028, ~~2023~~2024:

The Company has Company-sponsored defined benefit pension plans covering employees at various non-U.S. subsidiaries including the U.K., Germany, the Philippines, China, Japan, Mexico, Italy, and France. At December 3028, ~~2023~~2024, the Company had a net unfunded status of $3531.83 million. The Company expects to make approximately $21.2 million of contributions to the plans and pay $2.1 million of benefits directly in ~~2024~~2025. For additional information, see Note 11, Benefit Plans, of the Notes to Consolidated Financial Statements.

Dividends

Cash dividends paid totaled $6267.21 million, $5562.92 million and $4955.79 million for ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. On January 2528, ~~2024~~2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.6570 per share, payable on March 76, ~~2024~~2025 to stockholders of record as of February 2220, ~~2024~~2025.

Capital Resources

The Company expends capital to support its operating and strategic plans. Such expenditures include strategic acquisitions, investments to maintain capital assets, develop new products or improve existing products, and to enhance capacity or productivity. Many of the associated projects have long lead-times and require commitments in advance of actual spending.

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Share Repurchase Program

OnThe ~~April 28, 2021, the~~ Company's ~~announced that the~~ Board of Directors authorized athe ~~three-year program to~~ repurchase of up to $300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 ("2021 program"). ~~There~~On ~~are~~April 25, 2024, the Company's Board of Directors authorized a new three-year program to repurchase up to $300.0 million in the aggregate of shares ~~available~~of ~~for~~the ~~purchase~~Company's ~~under~~stock for the ~~program~~period asMay of1, ~~December~~ 2024 to April 30, ~~2023~~2027 ("2024 program") to replace the expired 2021 program.

During the fiscal ~~years~~year of ~~2023~~2024, ~~2022~~ the Company repurchased 179,311 ~~and~~shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program. There is $298.0 million of an authorized amount not yet purchased under the 2024 program as of December 28, 2024. During the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.

Off-Balance Sheet Arrangements

As of December 3028, ~~2023~~2024, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Recent Accounting Pronouncements

Recently issued accounting standards and their estimated effect on the Company’s Consolidated Financial Statements are described in Note 1, Summary of Significant Accounting Policies and Other Information, of the Notes to Consolidated Financial Statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to market risk from changes in interest rates, foreign exchange rates and commodity prices.

Interest Rate Risk

On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 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.

The revolving loan and term loan balance under the Credit Facility was $100.0 million and $~~288~~281.83 million, respectively, as of December 3028, ~~2023~~2024. On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The cash flow hedge reduces the Company exposure to future interest rate fluctuation. After consideration of the hedge above, the remaining borrowings of $~~188~~181.83 million, which represents approximately 2021% of the Company's total debt, is subject to future interest rate fluctuations which could potentially have a negative impact on the Company's cash flows. A prospective increase of 100 basis points in the interest rate applicable to the Company’s outstanding borrowings under its credit facility would result in an increase of approximately $1.98 million in annual interest expense. This exposure would be partially if not fully offset by higher interest income from the Company's investments.

Foreign Exchange Rate Risk

The majority of the Company’s operations consist of manufacturing and sales activities in foreign countries. The Company has operations in China, France, Germany, India, Ireland, Mexico, Philippines, U.K., Japan, Lithuania, Netherlands, Portugal, Singapore, South Korea, Spain, U.S., and Vietnam. During ~~2023~~2024, sales to customers outside the U.S. were approximately 6563% of total net sales. During ~~2022~~2023, sales to customers outside the U.S. were approximately 6465% of total net sales. Substantially all ~~sales in Europe are denominated in euros and substantially all sales in the Asia-Pacific region are denominated in U.S. dollars, Chinese renminbi, Japanese yen, or Korean won.~~

The Company’s foreign exchange exposures result primarily from inter-company loans, external borrowings, sale of products in foreign currencies, foreign currency denominated purchases, employee-related and other costs of running operations in foreign countries. The Company’s most significant foreign currency exposures are to the euro, the Chinese renminbi, Mexican peso, and Philippine peso. Changes in foreign exchange rates could affect the Company’s sales, costs, balance sheet values and earnings.44

AtTable ~~December 30, 2023, the net value~~ of the Company’s assets with exposure to foreign currency risk was approximately $38 million, with the largest exposure being a Japanese Yen denominated inter-company loan with a U.S. Dollars functional currency subsidiary. The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive asset instruments would be $3.8 million at December 30, 2023. At December 30, 2023, the net value of the Company’s liabilities with exposure to foreign currency risk was $6.5 million, with the largest exposure being U.S. Dollar denominated inter-company loans with a Mexican Peso functional currency subsidiary. The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive liability instruments would be $0.6 million at December 30, 2023. As a result of the mix in currencies impacting the hypothetical 10% changes, the movements in some instruments would offset movements in other instruments reducing the hypothetical exposure to the Company.Contents

sales in Europe are denominated in euros and substantially all sales in the Asia-Pacific region are denominated in U.S. dollars, Chinese renminbi, Japanese yen, or Korean won.

The Company’s foreign exchange exposures result primarily from intercompany loans, external borrowings, sale of products in foreign currencies, foreign currency denominated purchases, employee-related, and other costs of running operations in foreign countries. The Company’s most significant foreign currency exposures are to the euro, Chinese renminbi, Mexican peso, and Philippine peso. Changes in foreign exchange rates could affect the Company’s sales, costs, balance sheet values, and earnings. 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.

At December 28, 2024, the net value of the Company’s assets with exposure to foreign currency risk was approximately $26.3 million, with the largest exposure being a Japanese Yen denominated intercompany loan with a U.S. Dollars functional currency subsidiary. The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive asset instruments would be $2.6 million at December 28, 2024. At December 28, 2024, the net value of the Company’s liabilities with exposure to foreign currency risk was $5.5 million, with the largest exposure being U.S. Dollar denominated intercompany loans with a Mexican Peso functional currency subsidiary. The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive liability instruments would be $0.5 million at December 28, 2024. As a result of the mix in currencies impacting the hypothetical 10% changes, the movements in some instruments would offset movements in other instruments reducing the hypothetical exposure to the Company.

Commodity Price Risk

The Company uses various metals in the manufacturing of its products, including copper, zinc, tin, gold, and silver. Prices of these and other commodities can rise and result in materially higher costs of producing our products. The Company believes it has adequate primary and secondary sources of supply for each of our key materials. While the Company is exposed to significant changes in certain metal prices and expects higher material costs, the Company actively monitors these exposures, has taken and may take various actions in the future, including price increases and productivity improvements to mitigate any negative impacts of these exposures.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index		Page
Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements (PCAOB ID Number 248)		44
Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements (PCAOB ID Number 34 and PCAOB ID Number 248)		47
Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting		4650
Consolidated Financial Statements
	Consolidated Balance Sheets	4752
	Consolidated Statements of Net Income	4853
	Consolidated Statements of Comprehensive Income	4954
	Consolidated Statements of Cash Flows	5055
	Consolidated Statements of Equity	5156
Notes to Consolidated Financial Statements
	1. Summary of Significant Accounting Policies and Other Information	5257
	2. Acquisitions	5966
	3. Inventories	6368
	4. Property, Plant, and Equipment	6369
	5. Goodwill and Other Intangible Assets	6469
	6. Accrued Liabilities	6571
	7. Lease Commitments	6671
	8. Restructuring, Impairment and Other Charges	6873
	9. Debt	6975
	10. Fair Value of Assets and Liabilities	7277
	11. Benefit Plans	7581
	12. Stock-Based Compensation	8087
	13. Other Comprehensive Income (Loss)	8288
	14. Income Taxes	8389
	15. Earnings Per Share	8692
	16. Segment Information	8693
	17. Commitments and Contingencies	8998
	18. Related Party Transactions	9099

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Littelfuse, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Littelfuse, Inc. ~~(a Delaware corporation)~~ and subsidiaries (the “Company”) as of December 3028, ~~2023 and December 31~~2024, ~~2022,~~ the related consolidated statements of net income, comprehensive income, equity, and cash flows, for ~~each of~~ the ~~three years in the~~ period ended December 3028, ~~2023~~2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “"financial statements”"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December ~~30,~~ ~~2023 and December 31~~28, ~~2022~~2024, and the results of its operations and its cash flows for ~~each of~~ the ~~three years in the~~ period ended December 3028, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

We ~~also~~ have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’'s internal control over financial reporting as of December 3028, ~~2023~~2024, based on criteria established in ~~the 2013~~ Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~(“COSO”),~~ and our report dated ~~February~~March 1613, ~~2024~~2025, expressed an ~~unqualified~~adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Basis for opinion

These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’'s financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current -period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Business~~Goodwill ~~Acquisition~~and Other Intangible Assets– ~~Western~~Refer ~~Automation~~to –Notes ~~Valuation~~1 ofand ~~acquired~~5 ~~intangible~~to ~~assets~~the financial statements

AsCritical ~~discussed~~Audit inMatter Note 2, the Company acquired Western Automation (“Western Automation”), on February 3, 2023 for a total purchase price of approximately $158 million, net of cash acquired. The Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $68 million. We identified the valuation of acquired Western Automation intangible assets as a critical audit matter. Description

The ~~principal~~Company’s ~~considerations~~evaluation ~~for~~of ~~our~~goodwill ~~determination~~for ~~that~~impairment involves the ~~valuation~~comparison of ~~acquired~~the ~~Western~~fair ~~Automation~~value ~~intangible~~of ~~assets~~each isreporting aunit ~~critical~~to ~~audit~~its ~~matter~~carrying ~~are~~value. ~~(i)~~The ~~the~~Company ~~significant~~engages ~~judgment~~a bythird-party ~~management~~appraisal ~~when~~firm ~~determining~~to ~~assumptions~~assist ~~used~~ in the Company’s determination of the estimated fair ~~value~~values ~~measurement~~for ofeach ~~acquired~~reporting ~~intangible~~unit. ~~assets~~This ~~(ii)~~determination includes estimating the ~~high~~fair ~~degree~~value of ~~auditor~~each ~~judgment~~reporting ~~and~~unit ~~subjectivity~~using inboth ~~performing~~the ~~procedures~~income and ~~evaluating~~market ~~management’s~~approaches. ~~significant~~The ~~assumptions~~income ~~relating~~approach requires management to ~~the~~estimate ~~projected~~a ~~forecasted~~number ~~information~~of ~~including~~factors ~~revenue~~for ~~growth~~each ~~rate~~reporting unit, ~~weighted~~including ~~average~~projected ~~cost~~operating ofresults, ~~capital~~economic ~~(WACC)~~projections, ~~royalty~~anticipated ~~rate~~future cash flows, discount rates and ~~customer~~the ~~attrition~~allocation ~~rate~~of ~~and~~shared ~~(iii)~~or ~~the~~corporate ~~audit~~items. ~~effort~~The ~~involved~~market ~~the~~approach ~~use~~estimates offair ~~professionals~~values ~~with~~using ~~specialized~~comparable ~~skill~~marketplace ~~and~~fair ~~knowledge.~~value data from within a comparable industry grouping.

44The Company evaluates the recoverability of other long-lived assets, including certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. When the Company determines that the carrying value of long-lived assets may not be recoverable, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition.

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~~Our~~We identified the valuation of goodwill and the acquired customer relationships intangible asset within the Industrial controls and sensors reporting unit (“reporting unit”) as a critical audit ~~procedures~~matter because of the reporting unit’s historical performance as compared to projections and because of the significant judgments made by management to estimate the respective fair values. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when auditing management’s judgments related to (1) forecasts of revenue and earnings before interest, taxes, and amortization (“EBITA”), the ~~valuation~~selection of the ~~acquired~~peer ~~intangible~~group ~~assets~~companies ~~included~~and associated market multiples, and the ~~following~~selection of the discount rate in estimating the fair value of the reporting unit, ~~among~~and ~~others:~~related to (2) the forecast of revenue and the selection of the discount rate in estimating the fair value of the customer relationships intangible asset.

~~•we~~How ~~tested~~ the ~~design~~Critical ~~and~~Audit ~~operating~~Matter ~~effectiveness~~Was ofAddressed ~~the~~in ~~controls over~~ the ~~Company’s acquisition and valuation process, including review of the valuation model, significant assumptions used, and the completeness and accuracy of the underlying data used~~Audit

~~•we~~Our ~~tested~~audit ~~the~~procedures ~~projected~~related ~~financial~~to ~~information~~(1) ~~including~~the ~~forecasted~~Company’s forecasts of revenue ~~growth~~and EBITA, the selection of the peer group companies and associated market multiples, and the selection of the discount rate used by ~~assessing~~management to estimate the ~~reasonableness~~fair value of ~~management’s~~the ~~forecasts~~reporting ~~compared~~unit toand ~~historical~~(2) ~~results~~the forecast of revenue and ~~forecasted~~the ~~industry~~selection ~~trends~~of the discount rate in estimating the fair value of the customer relationship intangible asset, included the following, among others:

•~~with~~We tested the ~~assistance~~design ofand ~~our~~operating ~~valuation~~effectiveness ~~specialists,~~of wecontrols ~~assessed~~over the ~~assumptions~~annual goodwill impairment assessment and ~~methodologies~~the ~~used~~customer inrelationships ~~developing~~intangible ~~the~~asset ~~WACC~~impairment assessment, ~~royalty~~including ~~rates,~~those ~~and~~over ~~customer~~(1) ~~attrition~~the ~~rates~~preparation byof ~~developing~~the arevenue ~~range~~and EBITA forecasts, the selection of ~~independent~~peer ~~estimates~~group companies and ~~comparing~~associated ~~those~~market tomultiples, and the ~~rates~~selection ~~selected~~of bythe ~~management.~~discount Werate ~~also~~to ~~involved~~estimate ~~our~~the ~~valuation~~fair ~~specialists~~value toof ~~evaluate~~the reporting unit and (2) the ~~assumptions~~preparation of the revenue forecast and ~~methodologies~~the ~~used~~selection inof ~~valuing~~the discount rate to estimate the fair value of the customer relationship intangible ~~assets~~asset.

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

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

◦Internal communications to management and the Board of Directors.

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

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

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

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

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

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

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 13, 2025

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

Table of Contents

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Littelfuse, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Littelfuse, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 30, 2023, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the two years in the period ended December 30, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

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

Southfield, Michigan

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

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Littelfuse, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Littelfuse, Inc. (a ~~Delaware corporation)~~ and subsidiaries (the “Company”) as of December 3028, ~~2023~~2024, based on criteria established in ~~the 2013~~ Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, ~~the~~because ~~Company~~of ~~maintained,~~the ineffect ~~all~~of the material ~~respects~~weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 3028, ~~2023~~2024, based on criteria established in ~~the 2013~~ Internal Control — Integrated Framework (2013) issued by COSO.

We ~~also~~ have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements ~~of the Company~~ as of and for the year ended December 3028, ~~2023~~2024, of the Company and our report dated ~~February~~March 1613, ~~2024~~2025, expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ~~(“Management’s Report”)~~. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~/s/~~Material ~~GRANT THORNTON LLP~~weaknesses

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

~~February 16~~Management identified a material weakness as the Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, ~~2024~~at certain of its non-U.S. manufacturing locations, the Company lacked sufficiently skilled operational and accounting personnel to ensure that internal control responsibilities were performed and aligned with internal control objectives.

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

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 13, 2025

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LITTELFUSE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	December 3028, ~~2023~~2024		December 3130, ~~2022~~2023
ASSETS
Current assets:
Cash and cash equivalents (Note 1)	$	~~555~~724,~~513~~924	$	~~562~~555,~~588~~513
Short-term investments	~~235~~976		84235
Trade receivables, less allowances of $84,696 and $83,562, respectively	287,018		306,578
Trade receivables, less allowances of $69,990 and $84,696, respectively	294,371		287,018
Inventories (Note 3)	~~474~~416,~~607~~273		~~547~~474,~~690~~607
Prepaid income taxes and income taxes receivable	811,~~701~~749		78,~~215~~701
Prepaid expenses and other current assets	82103,~~526~~716		8782,~~641~~526
Total current assets	1,~~408~~552,~~600~~009		1,~~511~~408,~~796~~600
Net property, plant, and equipment (Note 4)	~~493~~477,~~153~~068		~~481~~493,~~110~~153
Intangible assets, net of amortization (Note 5)	~~606~~482,~~136~~118		~~593~~606,~~970~~136
Goodwill (Note 5)	1,~~309~~228,~~998~~502		1,~~186~~309,~~922~~998
Investments (Note 1)	2423,~~821~~245		24,~~121~~821
Deferred income taxes (Note 14)	104,~~486~~899		1410,~~367~~486
Right of use lease assets (Note 7)	6272,~~370~~211		5762,~~382~~370
Other long-term assets	7951,~~711~~727		3479,~~066~~711
Total assets	$	3,~~995~~891,~~275~~779	$	3,~~903~~995,~~734~~275
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~173~~188,~~535~~359	$	~~208~~173,~~571~~535
Accrued liabilities (Note 6)	~~149~~148,~~214~~276		~~187~~149,~~057~~214
Accrued income taxes	3829,~~725~~658		4138,~~793~~725
Current portion of long-term debt (Note 9)	1467,~~020~~612		~~134~~14,~~874~~020
Total current liabilities	~~375~~433,~~494~~905		~~572~~375,~~295~~494
Long-term debt, less current portion (Note 9)	~~857~~788,~~915~~502		~~866~~857,~~623~~915
Deferred income taxes (Note 14)	~~110~~95,~~820~~532		~~100~~110,~~230~~820
Accrued post-retirement benefits (Note 11)	3429,~~422~~836		2834,~~037~~422
Non-current lease liabilities (Note 7)	4960,~~472~~559		4549,~~661~~472
Other long-term liabilities	8669,~~671~~833		7986,~~510~~671
Total Liabilities	1,514,794		1,692,356
Total liabilities	1,478,167		1,514,794
Commitments and Contingencies (Note 17)
Commitments and contingencies (Note 17)
Shareholders’ equity:
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, 26,624,071 and 26,445,618, respectively	262		261
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, 26,758,730 and 26,624,071, respectively	262		262
Additional paid-in capital	1,~~012~~049,~~325~~079		~~974~~1,~~097~~012,325
Treasury stock, at cost: 1,711,290 and 1,685,357 shares, respectively	(259,263)		(252,866)
Treasury stock, at cost: 1,937,380 and 1,711,290 shares, respectively	(305,351)		(259,263)
Accumulated other comprehensive loss	(55146,~~817~~361)		(9555,~~764~~817)
Retained earnings	1,~~782~~815,~~662~~628		1,~~585~~782,~~466~~662
Littelfuse, Inc. shareholders’ equity	2,~~480~~413,~~169~~257		2,~~211~~480,~~194~~169
Non-controlling interest	~~312~~355		~~184~~312
Total equity	2,~~480~~413,~~481~~612		2,~~211~~480,~~378~~481
Total liabilities and equity	$	3,~~995~~891,~~275~~779	$	3,~~903~~995,~~734~~275

See accompanying Notes to Consolidated Financial Statements.

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LITTELFUSE, INC.

CONSOLIDATED STATEMENTS OF NET INCOME

Fiscal Year Ended

(in thousands, except per share data)

December 3028, ~~2023~~2024

December 3130, ~~2022~~2023

~~January~~December 131, 2022

Net sales

2,~~362~~190,~~657~~768

2,~~513~~362,~~897~~657

2,~~079~~513,~~928~~897

Cost of sales

1,~~462~~403,~~416~~226

1,~~506~~462,~~984~~416

1,~~308~~506,~~002~~984

Gross profit

~~900~~787,~~241~~542

1900,~~006,913~~241

~~771~~1,~~926~~006,913

Selling, general, and administrative expenses

~~354~~350,~~655~~421

~~344~~354,~~813~~655

~~275~~344,~~457~~813

Research and development expenses

~~102~~107,~~429~~773

95102,~~602~~429

6595,~~940~~602

Amortization of intangibles

6562,~~794~~127

5565,~~695~~794

4255,~~729~~695

Restructuring, impairment, and other charges

16108,~~501~~441

916,~~977~~501

29,~~158~~977

Total operating expenses

~~539~~628,~~379~~762

~~506~~539,~~087~~379

~~386~~506,~~284~~087

Operating income

~~360~~158,~~862~~780

~~500~~360,~~826~~862

~~385~~500,~~642~~826

Interest expense

3938,~~866~~717

2639,~~216~~866

1826,~~527~~216

Foreign exchange loss

12,299

24,359

17,158

Foreign exchange (gain) loss

(9,230)

12,299

24,359

Other (income) expense, net

(1922,~~901~~570)

7(19,~~207~~901)

87,~~932~~207

Income before income taxes

~~328~~151,~~598~~863

~~443~~328,~~044~~598

~~341~~443,~~025~~044

Income taxes

6951,~~113~~673

69,~~738~~113

5769,~~219~~738

Net income

~~259~~100,~~485~~190

~~373~~259,~~306~~485

~~283~~373,~~806~~306

Income per share:

Basic

104.4404

1510.0944

1115.5409

Diluted

104.3400

1410.9434

1114.3894

Weighted average shares and equivalent shares outstanding:

Basic

24,~~854~~821

24,~~734~~854

24,~~603~~734

Diluted

25,~~102~~039

2425,~~986~~102

24,~~932~~986

See accompanying Notes to Consolidated Financial Statements.

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LITTELFUSE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended

(in thousands)

December 3028, ~~2023~~2024

December 3130, ~~2022~~2023

~~January~~December 131, 2022

Net income

~~259~~100,~~485~~190

~~373~~259,~~306~~485

~~283~~373,~~806~~306

Other comprehensive income (loss):

Pension and postemployment adjustments, net of tax

(52,~~420~~896)

9(5,~~735~~420)

229,~~213~~735

Cash flow hedge, net of tax

(2,148)

6,596

—

Cash flow hedges, net of tax

(3,147)

(2,148)

6,596

Foreign currency translation adjustments, net of tax

47(84,~~515~~501)

~~(38~~47,~~632)~~515

(438,~~519~~632)

Comprehensive income

~~299~~9,~~432~~646

~~351~~299,~~005~~432

~~301~~351,~~500~~005

See accompanying Notes to Consolidated Financial Statements.

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LITTELFUSE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	Fiscal Year Ended
(in thousands)	December 3028, ~~2023~~2024		December 3130, ~~2022~~2023		~~January~~December 131, 2022
OPERATING ACTIVITIES
Net income	$	~~259~~100,~~485~~190	$	~~373~~259,~~306~~485	$	~~283~~373,~~806~~306
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	7168,~~634~~325		6571,~~011~~634		5565,~~906~~011
Amortization of intangibles	6562,~~794~~127		5565,~~695~~794		4255,~~729~~695
Non-cash pension settlement charges	—		—		19,855
Impairment charges	93,515		4,853		4,546
Impairment charges	4,853		4,546		—
Deferred revenue	(2,028)		1,787		115
Deferred revenue	1,787		115		(2,570)
Non-cash inventory charges	—		—		15,593
Non-cash inventory charges	—		15,593		8,397
Stock-based compensation	26,012		23,898		23,626
Stock-based compensation	23,898		23,626		19,611
(Gain) loss on investments and other assets	(112)		291		14,024
Loss (gain) on investments and other assets	291		14,024		(8,907)
Deferred income taxes	(2,823)		46		(22,419)
Deferred income taxes	46		(22,419)		(8,020)
Other	(7,873)		5,473		32,680
Other	5,473		32,680		20,275
Changes in operating assets and liabilities:
Trade receivables	24(15,~~517~~347)		~~(19~~24,~~334)~~517		(1019,~~234~~334)
Inventories	8247,~~471~~143		~~(89~~82,~~235)~~471		(~~104~~89,~~555~~235)
Accounts payable	~~(36~~16,~~277)~~260		(2236,~~403~~277)		40(22,~~481~~403)
Accrued liabilities and income taxes	(6134,~~022~~560)		(961,~~495~~022)		30(9,~~793~~495)
Prepaid expenses and other assets	1416,~~437~~792		(114,~~992)~~437		(141,~~223~~992)
Net cash provided by operating activities	~~457~~367,~~387~~621		~~419~~457,~~718~~387		~~373~~419,~~344~~718
INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	~~(198,810)~~—		(~~532~~198,~~670~~810)		(~~423~~532,~~633~~670)
Purchases of property, plant, and equipment	(8675,~~188~~877)		(~~104~~86,~~341~~188)		(90104,~~562~~341)
Net proceeds from sale of property, plant, and equipment	~~832~~10,836		~~676~~832		~~15,425~~676
Other	(~~151~~741)		(62151)		(~~390~~62)
Net cash used in investing activities	(~~284~~65,~~317~~782)		(~~636~~284,~~397~~317)		(~~499~~636,~~160~~397)
FINANCING ACTIVITIES
Proceeds of term loan	—		~~300,000~~—		—300,000
Proceeds from senior notes payable	—		~~100,000~~—		—100,000
Payments of senior notes payable	~~(121,302)~~—		(25121,~~000~~302)		—(25,000)
Payments of revolving credit facility	—		—		(30,000)
Repayments of other debts	(2,707)		(2,697)		(1,552)
Repayments of other debts	(2,697)		(1,552)		(2,619)
Payments of term loan	(7,500)		(7,500)		(3,750)
Payments of term loan	(7,500)		(3,750)		—
Net proceeds (payments) related to stock-based award activities	5,694		7,934		(862)
Net proceeds (payments) related to stock-based award activities	7,934		(862)		13,365
Debt issuance costs	—		—		(2,723)
Debt issuance costs	—		(2,723)		—
Cash dividends paid	(67,061)		(62,161)		(55,911)
Cash dividends paid	(62,161)		(55,911)		(49,730)
Purchases of common stock	(40,862)		—		—
Net cash (used in) provided by financing activities	(~~185~~112,~~726~~436)		~~310~~(185,~~202~~726)		~~(68~~310,~~984)~~202
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	4(20,~~840~~089)		~~(11~~4,~~420)~~840		(911,~~889~~420)
(Decrease) increase in cash, cash equivalents, and restricted cash	(7,816)		82,103		(204,689)
Increase (decrease) in cash, cash equivalents, and restricted cash	169,314		(7,816)		82,103
Cash, cash equivalents, and restricted cash at beginning of period	~~564~~557,~~939~~123		~~482~~564,~~836~~939		$	~~687~~482,~~525~~836
Cash, cash equivalents, and restricted cash at end of period	$	~~557~~726,~~123~~437	$	~~564~~557,~~939~~123	$	~~482~~564,~~836~~939
Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:
Cash and cash equivalents	$	~~555~~724,~~513~~924	$	~~562~~555,~~588~~513	$	~~478~~562,~~473~~588
Restricted cash included in prepaid expenses and other current assets	$—	—	$—	~~802~~	$802	~~2,718~~
Restricted cash included in other long-term assets	$1,513	~~1,610~~	$1,610	~~1,549~~	$1,549	~~1,645~~
Cash paid during the period for interest	$36,207	~~37,167~~	$37,167	~~25,439~~	$25,439	~~17,420~~
Cash paid during the period for income taxes, net of refunds	$83,765	~~73,932~~	$73,932	~~93,622~~	$93,622	~~55,561~~
Capital expenditures, not yet paid	$11,727	~~9,191~~	$9,191	~~11,725~~	$11,725	~~11,872~~

See accompanying Notes to Consolidated Financial Statements.

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LITTELFUSE, INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. Inc. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at December 26, 2020	$	259	$	907,858	$	(242,366)	$	(91,157)	$	1,034,048	$	131	$	1,608,773
Net income	—		—		—		—		283,806		—		283,806
Other comprehensive income, net of tax	—		—		—		17,694		—		—		17,694
Stock-based compensation	—		19,611		—		—		—		—		19,611
Withheld 20,428 shares on restricted share units for withholding taxes	—		—		(5,754)		—		—		—		(5,754)
Stock options exercised	1		19,119		—		—		—		—		19,120
Cash dividends paid ($2.02 per share)	—		—		—		—		(49,730)		—		(49,730)
Balance at January 1, 2022	$	260	$	946,588	$	(248,120)	$	(73,463)	$	1,268,124	$	131	$	1,893,520
Net income	—		—		—		—		373,306		—		373,306
Other comprehensive (loss), net of tax	—		—		—		(22,301)		—		—		(22,301)
Other comprehensive loss, net of tax	—		—		—		(22,301)		—		—		(22,301)
Stock-based compensation	—		23,626		—		—		—		—		23,626
Non-controlling interest	—		—		—		—		(53)		53		—
Withheld 20,646 shares on restricted share units for withholding taxes	—		—		(4,746)		—		—		—		(4,746)
Stock options exercised	1		3,883		—		—		—		—		3,884
Cash dividends paid ($2.26 per share)	—		—		—		—		(55,911)		—		(55,911)
Balance at December 31, 2022	$	261	$	974,097	$	(252,866)	$	(95,764)	$	1,585,466	$	184	$	2,211,378
Net income	—		—		—		—		259,485		—		259,485
Other comprehensive income, net of tax	—		—		—		39,947		—		—		39,947
Stock-based compensation	—		23,898		—		—		—		—		23,898
Non-controlling interest	—		—		—		—		(128)		128		—
Withheld 25,933 shares on restricted share units for withholding taxes	—		—		(6,397)		—		—		—		(6,397)
Stock options exercised	1		14,330		—		—		—		—		14,331
Cash dividends paid ($2.50 per share)	—		—		—		—		(62,161)		—		(62,161)
Balance at December 30, 2023	$	262	$	1,012,325	$	(259,263)	$	(55,817)	$	1,782,662	$	312	$	2,480,481
Net income	—		—		—		—		100,190		—		100,190
Other comprehensive loss, net of tax	—		—		—		(90,544)		—		—		(90,544)
Stock-based compensation	—		26,012		—		—		—		—		26,012
Non-controlling interest	—		—		—		—		(163)		43		(120)
Withheld 21,732 shares on restricted share units for withholding taxes	—		—		(5,048)		—		—		—		(5,048)
Stock options exercised	—		10,742		—		—		—		—		10,742
Repurchases of common stock, with excise tax	—		—		(41,040)		—		—		—		(41,040)
Cash dividends paid ($2.70 per share)	—		—		—		—		(67,061)		—		(67,061)
Balance at December 28, 2024	$	262	$	1,049,079	$	(305,351)	$	(146,361)	$	1,815,628	$	355	$	2,413,612

See accompanying Notes to Consolidated Financial Statements.

5156

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies and Other Information

Nature of Operations

Littelfuse, Inc. and subsidiaries (the “Company”) is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 1716,000 global 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.

Fiscal Year

References herein to “~~2023~~2024”, “fiscal ~~2023~~2024” or “fiscal year ~~2023~~2024” refer to the fiscal year ended December 3028, ~~2023~~2024. References herein to “~~2022~~2023”, “fiscal ~~2022~~2023” or “fiscal year ~~2022~~2023” refer to the fiscal year ended December 3130, ~~2022~~2023. References herein to “~~2021~~2022”, “fiscal ~~2021~~2022” or “fiscal year ~~2021~~2022” refer to the fiscal year ended ~~January~~December 131, 2022. The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31. Therefore, the financial results of certain fiscal years and the associated 14 week quarters will not be exactly comparable to the 52 week fiscal years and the associated quarters having only 13 weeks. As a result of using this convention, the fiscal year 2021 contained 53 weeks while each of fiscal 2022 and fiscal 2023 contained 52 weeks.

Basis of Presentation

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

Out-of-Period Adjustments

During the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024. The error was identified by management and related to the valuation and existence of inventory that originated in prior periods at certain of our non-U.S. manufacturing locations within the Transportation and Industrial segments. As a result, the Company recorded an out-of-period adjustment to the prior years of $12.3 million in the year ended December 28, 2024. The adjustment increased cost of sales, offset by a reduction in inventory. The out-of-period adjustment resulted in a decrease to net income of $12.3 million. The Company evaluated the impact of the error and out-of-period adjustment and concluded it was not material to any previously issued financial statements and the adjustment was not material to the year ended December 28, 2024.

Use of Estimates

The process of preparing financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses and the accompanying notes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in its evaluation, as considered necessary. Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

All highly liquid investments, with an original maturity of three months or less when purchased, are considered to be cash equivalents. The Company maintains several pools including multicurrency notional pools and physical pools internationally and a zero -balance account ("ZBA") structure in the U.S. In the notional pools, actual cash balances are not physically converted and are not commingled between participating legal entities. The Company will classify any overdraft balances within accrued expenses and other current liabilities on the Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash at December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023 reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows.

	Fiscal Year Ended
(in millions)	2023		2022
Cash and cash equivalents	$	555,513	$	562,588
Restricted cash included in prepaid expenses and other current assets	—		802
Restricted cash included in other assets	1,610		1,549
Total cash, cash equivalents and restricted cash	$	557,123	$	564,939

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Fiscal Year Ended
(in millions)	2024		2023
Cash and cash equivalents	$	724,924	$	555,513

Restricted cash included in other assets	1,513		1,610
Total cash, cash equivalents and restricted cash	$	726,437	$	557,123

Short-Term and Long-Term Investments

As of December 3028, ~~2023~~2024, the Company has an investment in Polytronics Technology Corporation Ltd. (“Polytronics”). The Company’s Polytronics shares held at the end of fiscal ~~2023~~2024 and ~~2022~~2023 represent approximately 6.7% of total Polytronics shares outstanding for both years. The Polytronics investment is carried at fair value. The fair value of the Polytronics investment was €9.78 million (approximately $10.82 million) at December 3028, ~~2023~~2024 and €109.07 million (approximately $10.78 million) at December 3130, ~~2022~~2023.

As a result of the Company’s acquisition of IXYS Corporation ("IXYS"), the Company has equity ownerships in various investments that are accounted for under the equity method. The Company owns 45% of the outstanding equity of Powersem GmbH, a module manufacturer based in Germany, approximately 1915% of the outstanding equity of EB -Tech Co., Ltd., a company with expertise in radiation technology based in South Korea, and approximately 24% of the outstanding common shares of Automated Technology (Phil), Inc., a supplier located in the Philippines that provides assembly and test services. The Company recognized ~~gains~~a loss of $0.6 million and a gain $0.5 million from its equity method ~~investment~~investments for both the fiscal years ended December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, respectively, recorded in Other (income) expense, net, in the Consolidated Statements of Net Income. The balance of these equity method investments was $1413.01 million and $1314.50 million as of the fiscal years ended December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, respectively. See Note 18, Related Party Transactions, for further discussion.

The Company has investments related to its non-qualified Supplemental Retirement and Savings Plan. The Company maintains accounts for participants through which participants make investment elections. The investment securities are subject to the claims of the Company’s creditors. The investment securities are all mutual funds. The investment securities are measured at net asset value. As of December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, the investment securities balance was $2023.13 million and $1420.1 million, respectively, related to the plan and are included in Other long-term assets on the Consolidated Balance Sheets.

Trade Receivables

The Company performs credit evaluations of customers’ financial condition and generally does not require collateral. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Write-offs are recorded at the time a customer receivable is deemed uncollectible.

The Company also maintains allowances against trade receivables for the settlement of rebates and sales discounts to customers. These allowances are based upon specific customer sales and sales discounts as well as actual historical experience.

Inventories

Inventories are stated at the lower of cost or net realizable value, which approximates current replacement cost. Cost is principally determined using the first-in, first-out method. The Company maintains excess and obsolete reserves against inventory to reduce the carrying value to the expected net realizable value. These reserves are based upon a combination of factors including historical sales volume, market conditions, and lower of cost or net realizable value of the inventory.

Property, Plant, and Equipment

Land, buildings, and equipment are carried at cost. Depreciation is calculated using the straight-line method with useful lives of up to 35 years for buildings, three to 20 years for equipment, seven years for furniture and fixtures, five years for tooling, and three years for computer equipment. Leasehold improvements are depreciated over the lesser of their useful life or the lease term. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized.

Goodwill

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company ~~compares~~annually ~~each~~tests reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value. The results of the annual goodwill ~~impairment test as of October 1, 2023 indicated that the estimated fair values~~ for ~~each~~impairment ~~of the seven reporting units exceeded their respective carrying values. As of the most recent annual test conducted~~ on ~~October 1, 2023,~~ the ~~Company~~first ~~noted~~day ~~that the excess~~ of ~~fair value over the carrying value, was 110%, 80%, 126%, 47%, 58%, 23%, and 369% for~~ its ~~reporting~~fiscal ~~units;~~fourth ~~Electronics-Passive Products and Sensors~~quarter, ~~Electronics-Semiconductor,~~or ~~Passenger~~more ~~Car~~frequently ~~Products,~~if ~~Commercial~~an ~~Vehicle~~event ~~Products,~~occurs ~~Automotive~~or ~~Sensors,~~circumstances ~~Industrial~~change ~~Controls~~that ~~and~~would ~~Sensors,~~more ~~and~~likely ~~Industrial~~than ~~Circuit~~not ~~Protection,~~reduce ~~respectively. Relatively small changes in~~ the ~~Company’s~~fair ~~key~~value ~~assumptions~~of ~~would~~a ~~not have resulted in any~~ reporting ~~units~~unit ~~failing~~below ~~the~~its ~~goodwill~~carrying ~~impairment test~~value. ~~See Note 5, Goodwill and Other Intangible Assets, for additional information.~~

~~There~~The results of the goodwill impairment test as of September 29, 2024 indicated that the estimated fair values for the Industrial controls and sensors and Automotive sensors reporting units were nobelow their respective carrying values. Accordingly, the Company recorded non-cash impairment charges ~~recorded~~of ~~during~~$36.1 million and $8.6 million, respectively, to reflect the ~~fiscal~~impairment ~~years~~of goodwill for the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment. As a result of ~~2023~~these impairment charges, ~~2022~~the Industrial controls and sensors reporting unit had $115.2 million of goodwill as of December 28, 2024. There was no goodwill remaining within the Automotive sensors reporting unit as of December 28, 2024. For the remainder of the Company's reporting units: Electronics-Passive Products and ~~2021~~Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, the results of the goodwill impairment test as of September 29, 2024 indicated that their estimated fair values exceeded their respective carrying values.

The Company ~~also~~compares ~~performs~~each anreporting ~~interim~~unit’s ~~review~~fair ~~for~~value, ~~indicators~~estimated ofbased ~~impairment~~on ~~each~~comparable ~~quarter~~company tomarket ~~assess~~valuations ~~whether~~and anexpected ~~interim~~future ~~impairment~~discounted ~~review~~cash isflows ~~required~~to ~~for~~be ~~any~~generated by the reporting unit., Asto ~~part of~~ its ~~interim~~carrying ~~reviews,~~value. ~~management~~With ~~analyzes~~the ~~potential~~exception ~~changes~~of in the ~~value~~Industrial ofcontrols ~~individual~~and ~~reporting~~sensors ~~units~~and ~~based~~the onAutomotive ~~each~~sensors reporting ~~unit’s~~units, ~~operating results for~~ the ~~period~~other ~~compared~~five toreporting ~~expected~~units ~~results~~passed ~~as of~~ the ~~prior~~most ~~year’s~~recent annual ~~impairment~~ test. Inconducted ~~addition~~on September 29, ~~management~~2024 ~~considers~~with ~~how~~estimated ~~other~~fair ~~key~~values ~~assumptions,~~that ~~including~~exceeded ~~discount~~the ~~rates~~carrying ~~and~~values ~~expected~~by ~~long-term~~108%, ~~growth~~82%, ~~rates~~96%, ~~used in the last annual impairment test~~44%, ~~could~~and be409% ~~impacted~~for byits ~~changes~~reporting inunits: ~~market~~Electronics-Passive ~~conditions~~Products and ~~economic~~Sensors, ~~events.~~Electronics-Semiconductor, ~~Based~~Passenger onCar ~~the~~Products, ~~interim~~Commercial ~~assessments~~Vehicle ~~as of December 30~~Products, ~~2023,~~and ~~management~~Industrial ~~concluded~~Circuit ~~that~~Protection, norespectively. ~~events~~Relatively orsmall changes in ~~circumstances~~the ~~indicated~~Company’s ~~that~~key itassumptions ~~was~~would ~~more~~not ~~likely~~have ~~than~~resulted ~~not~~in ~~that~~any reporting units failing the ~~fair~~goodwill ~~value~~impairment ~~for~~test. ~~any~~See ~~reporting~~Note ~~unit~~5, ~~had~~Goodwill ~~declined~~and ~~below~~Other ~~its~~Intangible ~~carrying~~Assets, ~~value~~for additional information.

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

The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events. Based on the interim assessments as of December 28, 2024, management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying value.

Long-Lived Assets

~~Customer~~During ~~relationships~~the fourth quarter of 2024, ~~trademarks~~the ~~and~~Company ~~tradenames~~recorded ~~are~~non-cash ~~amortized~~impairment ~~using~~charges of $47.8 million for the ~~straight-line~~impairment ~~method~~of ~~over~~intangible ~~estimated~~assets, ~~useful~~including ~~lives~~$47.6 ~~that~~million ~~have~~related ato ~~range~~the impairment of 3certain toacquired 20customer ~~years.~~relationships, ~~Patents~~developed technology, ~~licenses~~and tradename in the Industrial controls and ~~software~~sensors ~~are~~reporting ~~amortized~~unit ~~using~~within the ~~straight~~Industrial segment. The impairment of the intangible assets resulted from lower expectations of future revenue and cash flows driven by lower-~~line~~than-expected ~~method~~demand orin anthe ~~accelerated~~electrical ~~method~~vehicle ~~over~~end market as well as reduced government funding to support charging infrastructures for electric vehicles, primarily in Europe. The fair value was determined using Level 3 inputs and estimated ~~useful~~based ~~lives~~on ~~that~~cash ~~have~~flow aanalyses, ~~range~~which ofincluded 4management’s assumptions related to 17future ~~years~~revenues and profitability. The ~~distribution~~remaining ~~networks~~impairment ~~are~~charges ~~amortized~~included on$0.2 ~~either~~million for patents and customer relationships related to exit of a ~~straight-line~~small orbusiness ~~accelerated~~in ~~basis~~China ~~over~~within ~~estimated~~the ~~useful~~Industrial ~~lives~~segment. ~~that~~See ~~have~~Note a5, ~~range~~Goodwill ofand 4Other toIntangible 10Assets ~~years~~for additional information. ~~Land~~ ~~use~~Additionally, ~~rights~~during ~~are~~the ~~amortized~~first ~~using~~quarter of 2024, the ~~straight-line~~Company ~~method~~recognized upa $0.9 million impairment related to 50certain ~~years~~machinery ~~which~~and isequipment in the ~~term~~commercial ofvehicle ~~the~~business ~~land~~within ~~use~~the ~~rights~~Transportation segment.

~~The~~Customer ~~Company~~relationships, ~~assesses~~trademarks ~~potential~~and ~~impairments~~tradenames toare ~~its~~amortized ~~long-lived~~using ~~assets~~the ifstraight-line ~~events~~method orover ~~changes~~estimated inuseful ~~circumstances~~lives ~~indicate~~ that ~~the~~have ~~carrying~~a ~~amount~~range of an3 ~~asset~~to ~~may~~20 ~~not~~years. bePatents, ~~recoverable.~~licenses, Anand ~~impaired~~software ~~asset~~are isamortized ~~written~~using ~~down~~the tostraight-line ~~its~~method or an accelerated method over estimated ~~fair~~useful ~~value~~lives ~~based~~that ~~upon~~have ~~the~~a ~~most~~range ~~recent~~of ~~information~~4 ~~available~~to 17 years. ~~Estimated~~The ~~fair~~distribution ~~market~~networks ~~value~~are isamortized ~~generally~~on ~~measured~~either bya ~~discounting~~straight-line ~~estimated~~or ~~future~~accelerated ~~cash~~basis ~~flows.~~over ~~Long-lived~~estimated ~~assets,~~useful ~~other~~lives ~~than~~that ~~goodwill~~have ~~and~~a ~~other~~range ~~intangible~~of ~~assets,~~4 ~~that~~to ~~are~~10 ~~held~~years. ~~for~~Land ~~sale~~use rights are ~~recorded~~amortized atusing the ~~lower~~straight-line ofmethod ~~carrying~~up ~~value~~to or50 ~~the~~years ~~fair~~which ~~market~~is ~~value~~the ~~less~~term of the ~~estimated~~land ~~cost~~use ~~to sell~~rights.

The Company assesses potential impairments to its long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Estimated fair market value is generally measured by discounting estimated future cash flows. Long-lived assets, other than goodwill and other intangible assets, which are held for sale are recorded at the lower of carrying value or the fair market value less the estimated cost to sell.

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Environmental Liabilities

Environmental liabilities are accrued based on engineering studies estimating the cost of remediating sites. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company’s recorded liability for such claims, the Company would record additional charges during the period in which the actual loss or change in estimate occurred.

Pension and Other Post-retirement Benefits

The Company records annual income and expense amounts relating to its pension and post-retirement benefits plans based on calculations which include various actuarial assumptions including discount rates, expected long-term rates of return and compensation increases. The Company reviews its actuarial assumptions on an annual basis as of the fiscal year-end balance sheet date (or more frequently if a significant event requiring remeasurement occurs) and modifies the assumption based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the Consolidated Balance Sheets, but are generally amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors.

Revenue Recognition

Revenue Disaggregation

54The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022:


	Fiscal Year Ended December 28, 2024
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Semiconductor	$	615,372	$	—	$	—	$	615,372
Electronics – Passive Products and Sensors	571,401		—		—		571,401
Commercial Vehicle Products	—		320,549		—		320,549
Passenger Car Products	—		278,332		—		278,332
Automotive Sensors	—		73,553		—		73,553
Industrial Products	—		—		331,561		331,561
Total	$	1,186,773	$	672,434	$	331,561	$	2,190,768


	Fiscal Year Ended December 30, 2023
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Semiconductor	$	767,393	$	—	$	—	$	767,393
Electronics – Passive Products and Sensors	583,033		—		—		583,033
Commercial Vehicle Products	—		323,758		—		323,758
Passenger Car Products	—		266,004		—		266,004
Automotive Sensors	—		88,516		—		88,516
Industrial Products	—		—		333,953		333,953
Total	$	1,350,426	$	678,278	$	333,953	$	2,362,657

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


	Fiscal Year Ended December 31, 2022
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Semiconductor	$	802,281	$	—	$	—	$	802,281
Electronics – Passive Products and Sensors	690,538		—		—		690,538
Commercial Vehicle Products	—		374,707		—		374,707
Passenger Car Products	—		249,470		—		249,470
Automotive Sensors	—		91,963		—		91,963
Industrial Products	—		—		304,938		304,938
Total	$	1,492,819	$	716,140	$	304,938	$	2,513,897

	Fiscal Year Ended December 30, 2023
(in thousands)	ElectronicsSegment		Transportation Segment		IndustrialSegment		Total
Electronics – Semiconductor	$	767,393	$	—	$	—	$	767,393
Electronics – Passive Products and Sensors	583,033		—		—		583,033
Commercial Vehicle Products	—		323,758		—		323,758
Passenger Car Products	—		266,004		—		266,004
Automotive Sensors	—		88,516		—		88,516
Industrial Products	—		—		333,953		333,953
Total	$	1,350,426	$	678,278	$	333,953	$	2,362,657

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

	Fiscal Year Ended December 31, 2022
(in thousands)	ElectronicsSegment		Transportation Segment		IndustrialSegment		Total
Electronics – Semiconductor	$	802,281	$	—	$	—	$	802,281
Electronics – Passive Products and Sensors	690,538		—		—		690,538
Passenger Car Products	—		374,707		—		374,707
Commercial Vehicle Products	—		249,470		—		249,470
Automotive Sensors	—		91,963		—		91,963
Industrial Products	—		—		304,938		304,938
Total	$	1,492,819	$	716,140	$	304,938	$	2,513,897

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 allowance, rebates, and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.

~~See~~The ~~Note~~Company ~~16,~~has ~~Segment~~elected ~~Information,~~the ~~for~~practical ~~net~~expedient ~~sales~~under byASC ~~segment~~340-40-25-4 ~~and~~to ~~countries~~expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

The Company 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 allowance, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.

Revenue and Billing

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Ship and Debit Program

Return to Stock

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Volume Rebates

Allowance for Credit Losses

The Company currently measures the expected credit losses based on our historical credit loss experience. The Company has not experienced significant recent or historical credit losses and is not forecasting any significant credit losses which would require adjustments to our methodology. If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience and to reflect these conditions and forecasts. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also analyzes all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical collection and loss experience. Historically, the allowance for credit losses has been adequate to cover bad debts. If circumstances related to specific customers change, the estimates of the recoverability of receivables could be further adjusted.

As of December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, the Company’s allowance for credit losses was $21.26 million and $12.62 million, respectively. Additionally, the Company had $53.48 million and $45.84 million of trade receivables greater than 90 days past due as of December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, respectively.

Advertising Costs

The Company expenses advertising costs as incurred, which amounted to $45.0 million, $34.80 million, and $23.18 million in fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively, and are included as a component of selling, general, and administrative expenses.

Shipping and Handling Fees and Costs

Amounts billed to customers related to shipping and handling are classified as revenue. Costs incurred for shipping and handling of $15.43 million, $1315.94 million, and $1513.49 million in fiscal years ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively, are classified in selling, general, and administrative expenses.

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Foreign Currency Translation / Remeasurement

The Company’s foreign subsidiaries use the local currency or the U.S. dollar as their functional currency, as appropriate. Assets and liabilities are translated using exchange rates at the balance sheet date, and revenues and expenses are translated at weighted average rates. Adjustments from the translation process are recognized in Shareholders’ equity as a component of Accumulated other comprehensive income (loss). The amount of foreign currency (gain) or loss recognized in the Consolidated Statements of Net Income were ~~losses~~(gain) loss of $12(9.32) million, $2412.43 million, and $1724.24 million in fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

Stock-Based Compensation

The Company recognizes compensation expense for the cost of awards of equity compensation using a fair value method. Benefits of tax deductions in excess of recognized compensation expense are reported as operating cash flows. See Note 12, Stock-Based Compensation, for additional information on stock-based compensation.

Coal Mining Liability

Included in accrued liabilities is an accrual related to former coal mining operations at Littelfuse GmbH (formerly known as Heinrich Industries, AG) for the amounts of €2.52 million ($2.73 million) and €12.65 million ($12.7 million) at December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, respectively. Management, in conjunction with an independent third-party, performs an annual evaluation of the former coal mining operations in order to develop an estimate of the probable future obligations in regard to remediating the dangers (such as a shaft collapse) of abandoned coal mine shafts in the former coal mining operations. Management accrues for costs associated with such remediation efforts based on management's best estimate when such costs ~~are probable and reasonably able to be estimated. The ultimate determination can only be done after respective investigations because the concrete conditions are mostly unknown at this time.~~

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are probable and reasonably able to be estimated. The ultimate determination can only be done after respective investigations because the concrete conditions are mostly unknown at this time.

Other (Income) Expense, Net

Other (income) expense, net generally consists of interest income, royalties, change in fair value of available-for-sale securities, pension non-service costs and settlements and other non-operating (income) expense. The amount of interest income included in Other (income) expense, net, was $28.0 million, $18.9 million, and $5.0 million in fiscal years 2024, 2023 and 2022, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred taxes are recognized for the future effects of temporary differences between financial and income tax reporting using enacted tax rates in effect for the years in which the differences are expected to reverse. The Company recognizes deferred taxes for temporary differences, operating loss carryforwards, and tax credit and other tax attribute carryforwards (excluding carryforwards where usage has been determined to be remote). Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. U.S. state and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to the U.S. and be taxable (and non-U.S. income taxes are provided on the portion of non-U.S. income that is expected to be remitted to an upper-tier non-U.S. entity). Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred U.S. income taxes and non-U.S. taxes are not provided on the excess of the investment value for financial reporting over the tax basis of investments in those non-U.S. subsidiaries for which such excess is considered to be permanently reinvested in those operations. Management regularly evaluates whether non-U.S. earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its non-U.S. subsidiaries. Changes in economic and business conditions, tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities.

57The Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. The anticipated 2025 annual installment payment of this Toll Charge of $8.2 million, which represents the eighth and final required installment, is included in Accrued income taxes, on the Consolidated Balance Sheets as of December 28, 2024.

In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

Fair Value Measurements

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its available-for-sale securities and pension plan assets on a recurring basis. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill, and other intangible assets. The fair value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values. The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is:

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. The long-term portion of this Toll Charge which remains payable as of December 30, 2023, totaling $8.2 million, is recorded in Other long-term liabilities, and the anticipated 2024 annual installment payment of $6.6 million is included in Accrued income taxes, on the Consolidated Balance Sheet as of December 30, 2023.

In accordance with guidance issued by the Financial Accounting Standards Board ("FASB") staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.

Fair Value Measurements

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its available-for-sale securities and pension plan assets on a recurring basis. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values. The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is:

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

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

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

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update require additional detailed and enhanced information about reportable segments' expense, including significant segment expenses and other segment items that bridge segment revenue, significant expenses to segment profit or loss. The ASU also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) on an annual basis as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendments in this update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 modified the Company's disclosures in its Consolidated Financial Statements. See Note 16, Segment Information, for more details.

In March 2023, the FASB issued ASU No. 2023-01, "Leases (Topic 842): Common Control Arrangements." The standard requires that leasehold improvements associated with common control leases be: 1) Amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease. However, if the lessor obtained the right to control the use of the underlying asset through a lease with another entity not within the same common control group, the amortization period may not exceed the amortization period of the common control group. 2) Accounted for as a transfer between entities under common control through an adjustment to equity (or net assets for not-for-profit entities) if, and when, the lessee no longer controls the use of the underlying asset. Additionally, those leasehold improvements are subject to the impairment guidance in Topic 360, Property, Plant, and Equipment. This standard is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years. The adoption of ASU 2023-01 did not have a material impact on the Company's Consolidated Financial Statements.

Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Updates ("ASU") No. 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 our disclosures in our Consolidated Financial Statements.64

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendments in this update require additional detailed and enhanced information about reportable segments' expense, including significant segment expenses and other segment items that bridge segment revenue, significant expenses to segment profit or loss. The ASU also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) on annual basis as well as an explanation of how CODM uses the reported measures and other disclosures. The amendments in this update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance is effective for fiscal years beginning after December 15, 2023 with early adoption permitted. The adoption of this guidance will modify our disclosures in our Consolidated Financial Statements.

In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements". The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC. The Company may be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The company is currently evaluating the potential effects of these amendments on its Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In ~~March~~November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0103, "~~Leases~~Income ~~(Topic~~Statement ~~842):~~- ~~Common~~Reporting ~~Control~~Comprehensive ~~Arrangements".~~Income ~~The~~- ~~standard~~Expense ~~requires~~Disaggregation ~~that~~Disclosures ~~leasehold~~(Subtopic ~~improvements~~220-40)." ~~associated~~The ~~with~~amendments ~~common~~in ~~control~~this ~~leases~~update ~~be:~~require 1)disclosure, ~~Amortized~~in by the ~~lessee~~notes ~~over~~to ~~the~~financial ~~useful~~statements, ~~life~~ of ~~the~~specified ~~leasehold~~information ~~improvements~~about tocertain ~~the~~costs ~~common~~and ~~control~~expenses. ~~group~~The ~~(regardless~~amendments ofrequire ~~the~~that ~~lease~~at ~~term)~~each asinterim ~~long~~and asannual ~~the~~reporting ~~lessee~~period ~~controls~~an ~~the~~entity ~~use~~(a) ofdisclose the ~~underlying~~amounts ~~asset~~of (~~the~~i) ~~leased~~purchases ~~asset~~of inventory, (ii) ~~through~~employee acompensation, ~~lease.~~(iii) ~~However~~depreciation, if(iv) ~~the~~intangible ~~lessor~~asset ~~obtained~~amortization, ~~the~~and ~~right~~(v) todepreciation, ~~control~~depletion, ~~the~~and ~~use~~amortization recognized as part of ~~the~~oil ~~underlying~~and ~~asset~~gas ~~through~~producing aactivities ~~lease~~("DD&A") ~~with~~included ~~another~~in ~~entity~~each ~~not~~relevant ~~within~~expense ~~the~~caption. ~~same~~A ~~common~~relevant ~~control~~expense ~~group,~~caption ~~the~~is ~~amortization~~an ~~period~~expense ~~may~~caption ~~not~~presented ~~exceed~~on the ~~amortization~~face ~~period~~ of the ~~common~~income ~~control~~statement ~~group.~~within 2)continuing ~~Accounted~~operations ~~for~~that ascontains aany ~~transfer~~of ~~between~~the ~~entities~~expense ~~under~~categories ~~common~~listed ~~control~~in ~~through~~(i)–(v); an(b) ~~adjustment~~include certain amounts that are already required to ~~equity~~be ~~(or~~disclosed ~~net~~under ~~assets~~current ~~for~~Generally ~~not-for-profit~~Accepted ~~entities~~Accounting Principles ("GAAP") ~~if,~~in ~~and~~the ~~when,~~same disclosure as the ~~lessee~~other nodisaggregation ~~longer~~requirements; ~~controls~~(c) ~~the~~disclose ~~use~~a qualitative description of the ~~underlying~~amounts ~~asset.~~remaining ~~Additionally,~~in ~~those~~relevant ~~leasehold~~expense ~~improvements~~captions that are ~~subject~~not toseparately disaggregated quantitatively; (d) disclose the ~~impairment~~total ~~guidance~~amount inof ~~Topic~~selling ~~360,~~expenses ~~Property~~and, ~~Plant~~in annual reporting periods, ~~and~~an ~~Equipment~~entity’s definition of selling expenses. ~~This~~The ~~standard~~guidance is effective for fiscal years beginning after December 15, ~~2023~~2026, ~~including~~and interim reporting periods ~~within~~beginning ~~those~~after ~~fiscal~~December ~~years~~15, 2027, with early adoption permitted. The adoption of this guidance will increase the Company's ~~does~~disclosures ~~not~~in ~~expect~~its ~~any~~Consolidated ~~material~~Financial ~~effect~~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 our disclosures in the Company's Consolidated Financial Statements.

In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC. The Company may be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The Company is currently evaluating the potential effects of these amendments on its Consolidated Financial Statements.

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

Dortmund Fab

On ~~June~~December 2831, ~~2023~~2024, the Company ~~entered~~completed ~~into~~the aacquisition ~~definitive~~of ~~purchase agreement to acquire~~ a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The ~~acquisition of the Dortmund Fab is expected to close in early fiscal year 2025. The~~ total purchase price for the ~~fab~~Dortmund Fab is approximately 9394 million Euro, of which a 37.2 million Euro down payment (approximately $40.5 million) was ~~made~~recorded ~~with~~in ~~cash~~Prepaid onexpenses ~~hand~~ and ~~recorded~~other incurrent ~~Other long-term~~ assets in the Consolidated Balance Sheets. The down payment was paid in the third quarter of 2023 after regulatory approvals, and ~~approximately~~ 56.7 million Euro ~~will~~was be paid at closing. The transaction did not have aany ~~material~~ impact on the Company’'s ~~fiscal~~2024 ~~year 2023~~ financial results and isreported ~~not~~in ~~expected~~the toElectronics-Semiconductor ~~have~~business ~~material~~within ~~impact~~the onCompany’s Electronics segment. The acquisition was funded with the Company'’s ~~2024~~cash ~~financial~~on ~~results~~hand. ~~and~~The acquisition will be ~~reported~~accounted infor under the ~~semiconductor~~acquisition method of accounting. The required disclosures have not been provided as the initial accounting for the business ~~within~~combination was not complete prior to the ~~Company’s~~issuance ~~Electronics~~of ~~segment.~~these financial statements

Western Automation

On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including ~~e-Mobility~~electric ~~off-board~~vehicle charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million. The

business is reported within the Company’s Industrial segment.

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

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


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	158,260
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	3,359
Inventories	3,678
Other current assets	718
Property, plant, and equipment	1,328
Intangible assets	68,000
Goodwill	93,937
Other long-term assets	573
Current liabilities	(4,335)
Other long-term liabilities	(8,998)
	$	158,260

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)	Purchase PriceAllocation
Total purchase consideration:
Cash, net of cash acquired	$	158,260
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	3,359
Inventories	3,678
Other current assets	718
Property, plant, and equipment	1,328
Intangible assets	68,000
Goodwill	93,937
Other long-term assets	573
Current liabilities	(4,335)
Other long-term liabilities	(8,998)
	$	158,260

and synergies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Western Automation acquisition is not expected to be deductible for tax purposes.

All Western Automation assets and liabilities were recorded in the Industrial segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Western Automation acquisition is not expected to be deductible for tax purposes.

For the fiscal year ended December 30, 2023, the Company recorded measurement period adjustments to decrease accrued warranty liabilities of $0.9 million. As a result of these adjustments, goodwill was decreased by $0.9 million.

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

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

C&K Switches

On July 19, 2022, the Company acquired C&K Switches (“C&K”) for $540 million in cash. Founded in 1928, C&K is a leading designer and manufacturer of high-performance electromechanical switches and interconnect solutions with a strong global presence across a broad range of end markets, including industrial, transportation, datacom, and aerospace. At the time the Company and C&K entered into a definitive agreement, C&K had annualized sales of over $200 million. The business is reported as part of the electronics-passive products and sensors business within the Company's Electronics segment.

The acquisition was funded through a combination of cash on hand and debt. The total purchase consideration of $523.0 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	523,014
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	20,967
Inventories	42,968
Other current assets	2,932
Property, plant, and equipment	32,791
Intangible assets	254,700
Goodwill	274,124
Other long-term assets	14,797
Current liabilities	(47,687)
Long-term debt	(9,626)
Other long-term liabilities	(62,952)
	$	523,014

All C&K goodwill, other assets and liabilities were recorded in the Electronics segment and are reflected in the Americas, Europe and Asia-Pacific geographic areas. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining C&K’s products and technology with the Company’s existing Electronics products portfolio. Goodwill resulting from the C&K acquisition is not expected to be deductible for tax purposes.

For the fiscal year ended December 30, 2023, the Company recorded measurement period adjustments to increase other non-current liabilities of $4.2 million associated with uncertain tax positions, income taxes payable of $0.2 million, and reduce accrued liabilities of $0.3 million and deferred tax liabilities of $0.2 million. As a result of these adjustments, goodwill was increased by $3.9 million.

As required by purchase accounting rules, the Company recorded a $10.8 million step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of sales during the third and fourth quarter of 2022 as the acquired inventory was sold and reflected as other non-segment costs.

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

~~Embed~~Pro Forma Results

OnThe ~~April~~following ~~12,~~table ~~2022~~summarizes, ~~the~~on ~~Company~~an ~~acquired~~unaudited ~~Embed~~pro ~~Ltd.~~forma ~~(“Embed”). Founded in 2005~~basis, ~~Embed~~the iscombined aresults ~~proven~~of ~~provider~~operations of ~~embedded~~the ~~software~~Company and ~~firmware~~Western ~~developed~~Automation ~~for~~as athough ~~broad~~the ~~range~~acquisition ofhad ~~applications~~occurred ~~serving~~as ~~transportation~~of ~~end~~January ~~markets~~2, ~~primarily~~2022, ~~including commercial vehicle electronification~~ and ~~eMobility.~~C&K ~~The~~as ~~business~~though ~~is included in~~ the ~~commercial~~acquisition ~~vehicle~~had ~~business~~occurred ~~within~~as ~~the~~of ~~Company's~~December ~~Transportation~~27, ~~segment~~2020. The ~~acquisition~~pro ~~was~~forma ~~funded~~amounts ~~with~~presented ~~the~~are ~~Company’s~~not ~~cash~~necessarily onindicative ~~hand.~~of ~~The~~either ~~total~~the ~~purchase~~actual ~~consideration was $9.2 million, net of cash.~~

~~Carling Technologies~~67

On November 30, 2021, the Company acquired Carling Technologies, Inc. (“Carling”), pursuant to the Stock Purchase Agreement, dated as of October 19, 2021. Founded in 1920, Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial vehicle electronification, communications infrastructure and marine markets. At the time of acquisition, Carling had annualized sales of approximately $170 million. The business is headquartered in Plainville, Connecticut, with offices and facilities located around the world and is reported as part of the commercial vehicle business within our Transportation segment. The purchase price for Carling Technologies was approximately $315.5 million subject to change for a working capital adjustment.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~consolidated ~~following~~results ~~table~~had ~~summarizes~~ the ~~final~~Western ~~purchase~~Automation ~~price~~acquisition ~~allocation~~occurred as of ~~the~~January ~~fair~~2, ~~value~~2022, and had C&K acquisition occurred as of ~~assets~~December ~~acquired~~27, ~~and~~2020 ~~liabilities~~or ~~assumed~~of infuture ~~the~~consolidated ~~Carling~~operating ~~acquisition:~~results.

(in thousands)	Purchase PriceAllocation
Total purchase consideration:
Cash, net of cash acquired	$	314,094
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	26,232
Inventories	56,479
Other current assets	3,765
Property, plant, and equipment	56,128
Intangible assets	126,390
Goodwill	98,377
Other long-term assets	4,007
Current liabilities	(21,790)
Other long-term liabilities	(35,494)
	$	314,094

All Carling goodwill, other assets and liabilities were recorded in the Transportation segment and are primarily reflected in the Americas, Europe and Asia-Pacific geographic areas. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Carling’s products and technology with the Company’s existing commercial vehicle products portfolio. Goodwill resulting from the Carling acquisition is not expected to be deductible for tax purposes.

As required by purchase accounting rules, the Company recorded a $6.4 million step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2021 and first quarter of 2022, as the acquired inventory was sold, and is reflected as other non-segment costs. The Company recognized a non-cash charge of $4.8 million and $1.6 million to cost of goods sold during the fiscal years ended December 31, 2022 and January 1, 2022, respectively.

For the fiscal year ended January 1, 2022, the Company incurred approximately $4.5 million of legal and professional fees related to the Carling acquisition recognized as Selling, general, and administrative expenses. These costs were reflected as other non-segment costs.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Western Automation as though the acquisition had occurred as of January 2, 2022, and C&K as though the acquisition had occurred as of December 27, 2020, and Carling as though the acquisitions had occurred as of December 29, 2019. The Company has not included pro forma results of operations for Embed as its operations were not material to the Company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Western Automation acquisition occurred as of January 2, 2022, and had C&K acquisition occurred as of December 27, 2020 and had the Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.


	For the Fiscal Year Ended
(in thousands, except per share amounts)	December 30, 2023		December 31, 2022
Net sales	$	2,364,543	$	2,665,028
Income before income taxes	330,114		486,285
Net income	260,812		402,470
Net income per share — basic	10.49		16.27
Net income per share — diluted	10.39		16.11

Pro forma results presented above primarily reflect the following adjustments:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Fiscal Year Ended
(in thousands)	December 30, 2023		December 31, 2022
Amortization (a)	$	(479)	$	(10,388)
Depreciation	—		1,979
Transaction costs (b)	1,203		7,905
Amortization of inventory step-up (c)	—		15,593
Interest expense (d)	—		815
Income tax (expense) benefit of above items	(91)		(4,701)

(a)The amortization adjustment for the twelve months ended December 30, 2023 and December 31, 2022, primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b)The transaction cost adjustments reflect the reversal of certain legal and professional fees from the twelve months ended December 30, 2023 and December 31, 2022, respectively, and recognition of those fees during the twelve months ended December 31, 2022.

(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the twelve months ended December 31, 2022. The inventory step-up is amortized over four months for all acquisitions, as the inventory was sold.

(d)The interest expense adjustment reflects lower interest expense associated with the financing of the C&K acquisition that replaced higher pre-acquisition debt.

3. Inventories

The components of inventories at December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023 are as follows:

(in thousands)	~~2023~~2024		~~2022~~2023
Raw materials	$	~~201~~193,~~984~~788	$	~~231~~201,~~043~~984
Work in process	~~137~~115,~~688~~497		~~134~~137,~~792~~688
Finished goods	~~195~~173,~~886~~513		~~226~~195,~~215~~886
Inventory reserves	(6066,~~951~~525)		(4460,~~360~~951)
Total	$	~~474~~416,~~607~~273	$	~~547~~474,~~690~~607

~~4. Property, Plant, and Equipment, net~~68

The components of net property, plant, and equipment at December 30, 2023 and December 31, 2022 are as follows:

(in thousands)	2023		2022
Land and land improvements	$	22,212	$	22,089
Building and building improvements	202,764		191,733
Machinery and equipment	859,060		812,540
Accumulated depreciation and amortization	(590,883)		(545,252)
Total	$	493,153	$	481,110

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Property, Plant, and Equipment, net

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


(in thousands)	2024		2023
Land and land improvements	$	17,593	$	22,212
Building and building improvements	192,441		202,764
Machinery and equipment	892,940		859,060
Accumulated depreciation and amortization	(625,906)		(590,883)
Total	$	477,068	$	493,153

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

5. Goodwill and Other Intangible Assets

The amounts for goodwill and changes in the carrying value by segment are as follows:

(in thousands)	Electronics		Transportation		Industrial		Total
Gross goodwill as of January 1, 2022	$	660,245	$	228,555	$	86,232	$	975,032
Gross goodwill as of December 31, 2022	$	909,167	$	234,793	$	84,889	$	1,228,849
Accumulated impairment losses as of January 1, 2022	—		(36,177)		(9,065)		(45,242)
Net goodwill as of January 1, 2022	$	660,245	$	192,378	$	77,167	$	929,790
Changes during 2022:
Additions (a)	270,245		14,886		—		$	285,131
Foreign currency translation adjustments	(21,323)		(8,648)		(1,343)		(31,314)
Gross goodwill as of December 31, 2022	909,167		234,793		84,889		1,228,849
Accumulated impairment losses as of December 31, 2022	—		(33,401)		(8,526)		(41,927)
Net goodwill as of December 31, 2022	$	909,167	$	201,392	$	76,363	$	1,186,922
Changes during 2023:
Additions (b)	3,879		—		93,937		97,816
Additions (a)	3,879				93,937		97,816
Foreign currency translation adjustments	23,459		2,322		291		26,072
Gross goodwill as of December 30, 2023	936,505		237,115		179,117		1,352,737
Accumulated impairment losses as of December 30, 2023	—		(34,004)		(8,735)		(42,739)
Net goodwill as of December 30, 2023	$	936,505	$	203,111	$	170,382	$	1,309,998
Changes during 2024:
Impairments	—		(8,616)		(36,147)		(44,763)
Foreign currency translation adjustments	(29,634)		(2,854)		(4,245)		(36,733)
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)
Net goodwill as of December 28, 2024	$	906,871	$	191,641	$	129,990	$	1,228,502

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

~~(b)~~The Company tests its goodwill annually for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The ~~additions~~results ~~resulted~~of ~~from~~the goodwill impairment test as of September 29, 2024 indicated that the ~~acquisitions~~estimated fair values for the Industrial controls and sensors and Automotive sensors reporting units were below their respective carrying values. Accordingly, the Company recorded non-cash charges of ~~Western~~$36.1 ~~Automation~~million and ~~C&K~~$8.6 million, respectively, to reflect the impairment of goodwill for the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment. There were no impairment charges recorded during the fiscal years of 2023 and 2022.

The ~~Company~~goodwill ~~tests~~impairment ~~its~~charge ~~goodwill~~for ~~annually~~the ~~for~~Industrial ~~impairment~~controls onand sensors reporting unit was due to reduction in the ~~first~~estimated ~~day~~fair value of ~~its~~the ~~fiscal~~reporting ~~fourth~~unit ~~quarter,~~based oron ~~more~~lower ~~frequently~~expectations iffor anfuture ~~event~~revenue, ~~occurs~~profitability orand ~~circumstances~~cash ~~change~~flows ~~that~~as ~~would~~compared ~~more~~to ~~likely~~the ~~than~~expectations ~~not~~of ~~reduce~~ the ~~fair~~2023 ~~value~~annual ofgoodwill aimpairment ~~reporting~~test ~~unit~~driven ~~below~~by ~~its~~lower-than-expected ~~carrying~~demand ~~value.~~in ~~There~~the ~~were~~electric novehicle ~~impairment~~end ~~charges~~market ~~recorded~~as ~~during~~well ~~the~~as ~~fiscal~~reduced ~~years~~government offunding ~~2023~~to support charging infrastructures for electric vehicles, ~~2022~~primarily ~~and~~in ~~2021~~Europe.

~~The components of intangible assets at December 30, 2023 and December 31, 2022 are as follows:~~69

	As of December 30, 2023
(in thousands)	GrossCarryingValue		AccumulatedAmortization		Net BookValue
Land use rights	$	17,621	$	2,786	$	14,835
Patents, licenses and software	275,337		163,799		111,538
Distribution network	43,210		43,210		—
Customer relationships, trademarks, and tradenames	689,244		209,481		479,763
Total	$	1,025,412	$	419,276	$	606,136

The goodwill impairment charge for the Automotive sensors reporting unit was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2023 annual goodwill impairment test. These lower future expectations were driven by projected declines in end market demand and reduced revenue and profitability with existing customers.

	As of December 31, 2022
(in thousands)	GrossCarryingValue		AccumulatedAmortization		Net BookValue
Land use rights	$	17,938	$	2,299	$	15,639
Patents, licenses and software	259,603		140,208		119,395
Distribution network	41,733		40,955		778
Customer relationships, trademarks, and tradenames	623,721		165,563		458,158
Total	$	942,995	$	349,025	$	593,970

The goodwill impairment charge was determined using Level 3 inputs, including discounted cash flow analysis and comparable marketplace fair value data. As of December 28, 2024, the Industrial controls and sensors reporting unit had $115.2 million of remaining goodwill, and the Automotive sensors reporting unit had no remaining goodwill.

64The components of intangible assets at December 28, 2024 and December 30, 2023 are as follows:

Table of Contents


	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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	As of December 30, 2023
(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Land use rights	$	17,621	$	2,786	$	14,835
Patents, licenses, and software	275,337		163,799		111,538
Distribution network	43,210		43,210		—
Customer relationships, trademarks, and tradenames	689,244		209,481		479,763
Total	$	1,025,412	$	419,276	$

Filing Compare · LITTELFUSE INC /DE