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What changed in LITTELFUSE INC /DE's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LITTELFUSE INC /DE's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+380 added−368 removedSource: 10-K (2026-02-19) vs 10-K (2025-03-13)

Top changes in LITTELFUSE INC /DE's 2025 10-K

380 paragraphs added · 368 removed · 243 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+26 added−20 removed44 unchanged
Biggest changeThe 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.
Biggest changeMANUFACTURING 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.
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.
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. The Company directly sells to over 4,000 customers and distributors worldwide.
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. 3 Table of Contents • 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.
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. • 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 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.
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 applications.
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.
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 employees. 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.
As we continue to grow, we recognize the need to continuously evaluate our environment, health, and safety ("EHS") organization. In 2024, we continued 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.
As we continue to grow, we recognize the need to continuously evaluate our environment, health, and safety ("EHS") organization. In 2025, we continued 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.
The Company publishes an annual Sustainability Report to communicate our commitment, approach, and impact on each of our focus areas. The 2023 Sustainability Report was prepared in alignment with the GRI Standards – 2021, the Sustainability Accounting Standards Board (“SASB”), and outlines our governance, strategy, risk management, and metrics identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.
The Company publishes an annual Sustainability Report to communicate our commitment, approach, and impact on each of our focus areas. The 2025 Sustainability Report was prepared in alignment with the GRI Standards – 2021, the Sustainability Accounting Standards Board (“SASB”), and outlines our governance, strategy, risk management, and metrics identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.
The leadership development 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.
The leadership development 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 skill sets, qualifications and diverse backgrounds.
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. 4 Table of Contents At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million.
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 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 6 Table of Contents connectors. These products are used in applications largely serving commercial vehicle end markets including heavy-duty truck, construction, agriculture, material handling and marine.
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.
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.
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 5 Table of Contents commercial vehicle business within the Company's Transportation segment. The acquisition was funded with the Company’s cash on hand.
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.
During fiscal 2025, 2024, and 2023, net sales to customers outside the U.S. accounted for approximately 65%, 63%, and 65%, 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 Chief Executive Officer ("CEO") and CHRO regularly update the Company's Board of Directors on human capital matters. 9 Table of Contents Our Values & Culture Littelfuse core values have been instrumental in driving success for our business.
The Chief Executive Officer ("CEO") and CHRO regularly update the Company's Board of Directors on human capital matters. Our Values & Culture Littelfuse core values have been instrumental in driving success for our business.
Globally, we offer comprehensive medical benefits and an employee assistance program that provides confidential 10 Table of Contents 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.
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.
The Company believes that it is currently in compliance in all material respects with applicable environmental laws and regulations. 11 Table of Contents 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 believes that it is currently in compliance in all material respects with applicable environmental laws and regulations. Littelfuse GmbH, which was acquired by the Company in May 2004, is responsible for maintaining closed coal mines in Germany from legacy operations.
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.
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 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.
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 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.
For the fiscal year 2025, approximately 65% of the Company’s net sales were to customers outside the United States (“U.S.”), including approximately 24% 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.
Sales to Arrow Electronics, Inc., which were reported in our Electronics, Transportation, and Industrial segments, were 9.4%, 11.2%, and 11.5% of consolidated net sales in 2024, 2023, and 2022, respectively. No other single customer accounted for more than 10% of net sales during any of the last 8 Table of Contents three years.
Sales to Arrow Electronics, Inc., which were reported in our Electronics, Transportation, and Industrial segments, were 9.5%, 9.4%, and 11.2% of consolidated net sales in 2025, 2024, and 2023, respectively. No other single customer accounted for more than 10% of net sales during any of the last three years.
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.
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 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.
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 2025, 2024, and 2023, the Company expended $106.9 million, $107.8 million, and $102.4 million, respectively, on R&D.
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.
The business is reported within the Company’s Industrial segment. The acquisition was funded with the Company’s cash on hand. • C&K Switches: On July 19, 2022, the Company acquired C&K Switches (“C&K”) for $540 million in cash.
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 “2024”, “fiscal 2024” or “fiscal year 2024” refer to the fiscal year ended December 28, 2024.
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 “2025”, “fiscal 2025” or “fiscal year 2025” refer to the fiscal year ended December 27, 2025.
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.
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 culture strategy across all business operations.
Employee Data On December 28, 2024, the Company had approximately 16,000 full-time, part-time, and temporary employees; of which 47%, 40% and 13% 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.
Employee Data On December 27, 2025, the Company had approximately 17,000 full-time, part-time, and temporary employees; of which 45%, 42% and 13% 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.
References herein to “2023”, “fiscal 2023” or “fiscal year 2023” refer to the fiscal year ended December 30, 2023. References herein to “2022”, “fiscal 2022” or “fiscal year 2022” refer to the fiscal year ended December 31, 2022. The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31.
References herein to “2024”, “fiscal 2024” or “fiscal year 2024” refer to the fiscal year ended December 28, 2024. References herein to “2023”, “fiscal 2023” or “fiscal year 2023” refer to the fiscal year ended December 30, 2023. The Company operates on a 52-53 week fiscal year (4-4-5 basis) ending on the Saturday closest to December 31.
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.
Net sales by segment for the periods indicated are as follows: Fiscal Year (in millions) 2025 2024 2023 Electronics $ 1,345.5 $ 1,186.8 $ 1,350.4 Transportation 676.4 672.4 678.3 Industrial 364.4 331.6 334.0 Total $ 2,386.3 $ 2,190.8 $ 2,362.7 The Company operates in three geographic regions: the Americas, Asia-Pacific, and Europe.
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 5 Table of Contents The Company’s products are sold worldwide through distributors, direct sales force, and manufacturers’ representatives in certain regions.
Net sales in the Company’s three geographic regions, based upon the shipped-to destination, are as follows: Fiscal Year (in millions) 2025 2024 2023 Americas 947.9 $ 900.4 $ 901.5 Asia-Pacific 906.5 824.7 898.9 Europe 531.9 465.7 562.3 Total $ 2,386.3 $ 2,190.8 $ 2,362.7 The Company’s products are sold worldwide through distributors, direct sales force, and manufacturers’ representatives in certain regions.
Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, construction, agriculture, material handling and marine. • Industrial Segment: Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use 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.
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, off-road and recreational vehicles, material handling, agriculture equipment, construction equipment, and ship, marine and train. • Industrial Segment: Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use in various applications such as data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, grid and utility infrastructure, construction, renewable energy, HVAC, processing and extracting, and energy storage.
The 2023 acquisition of Western Automation expanded the Company's electrical shock protection devices portfolios, which primarily serves a broad range of high-growth end markets, and includes electric vehicle charging infrastructure, industrial safety and renewables.
The 2023 acquisition of Western Automation expanded the Company's electrical shock protection devices portfolios, which primarily serves a broad range of high-growth end markets, and includes electric vehicle charging infrastructure, industrial safety and renewables. and enhances our presence in mission-critical markets such as grid and utility infrastructure, power generation, and data centers.
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.
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. 9 Table of Contents COMPETITION The Company’s products compete with similar products of other manufacturers, some of which may have substantially greater financial resources than the Company.
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, electr ic vehicle infrastructure, HVAC systems, non-residential construction, MRO, and mining.
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 data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, grid and utility infrastructure, construction, renewable energy, HVAC, processing and extracting, and energy storage.
The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related charging infrastructure, aerospace, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics. • Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicles, heavy-duty truck and bus, off-road and recreational vehicles, material handling equipment, agricultural machinery, construction equipment and other commercial vehicle end markets.
The segment covers a broad range of end markets, including data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, aerospace and defense, appliances, consumer electronics solutions, healthcare solutions, industrial equipment, energy storage, diversified industrials, grid and utility infrastructure, renewable energy, passenger vehicles, and commercial vehicles. • Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicles, heavy-duty truck and bus, off-road and recreational vehicles, material handling, agricultural equipment, construction equipment and other commercial vehicle end markets.
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 total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.
The 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.
Products are sold directly to a mix of OEMs, Tier One suppliers, aftermarket channels, as well as through general distribution. The product portfolios, including switching, circuit protection and power distribution products portfolios, are primarily used in commercial vehicle applications, as well as certain telecom and datacom applications.
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.
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.
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. 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.
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.
BACKLOG The backlog of unfilled orders at December 28, 2024 was approximately $664.9 million, compared to $1,046.9 million at December 30, 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 2025.
BACKLOG The backlog of unfilled orders at December 27, 2025 was approximately $1,070.9 million, compared to $664.9 million at December 28, 2024 with the increase across all segments. Substantially all the orders currently in backlog are scheduled for delivery in 2026.
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 vehicle charging infrastructure, renewable energy, and power management.
Many of the Company's key end markets are linked to sustainable applications such as electric vehicle charging infrastructure, renewable energy, and power management.
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 electric vehicle charging applications.
These products are used to protect personnel and equipment from excessive currents, over voltages, and electrical shock hazards. 7 Table of Contents Products are sold direct to OEMs, and through both electrical and electronics distribution channels.
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. Talent Management, Development & Succession Planning Building and maintaining a strong talent pipeline is essential to sustained performance and achievement of the Company's growth strategy.
Our Culture Council, composed of leaders from across the organization, provides guidance and perspective to advance initiatives that reinforce the Company’s values and enhance our culture in every region. 10 Table of Contents Talent Management, Development & Succession Planning Building and maintaining a strong talent pipeline is essential to sustained performance and achievement of the Company's growth strategy.
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.
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.
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.
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.
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.
The ever-increasing advancements of applications surrounding these themes continue 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.
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. 7 Table of Contents 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 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.
These overarching pillars guide our actions while providing us with the flexibility to serve the diverse needs of our local communities. Through corporate donations, employee donation matching, and volunteerism, we empower our teams to drive meaningful change locally and globally. SUSTAINABILITY The Company is committed to empowering change on its sustainability journey.
Through corporate 11 Table of Contents donations, employee donation matching, and volunteerism, we empower our teams to drive meaningful change locally and globally. 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.
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.
This helps to minimize the transportation of materials and ultimately reduces the Company’s environmental footprint by 8 Table of Contents decreasing emissions, consistent with its sustainability strategy. For critical materials, the Company looks to diversify its supplier base by prequalifying second sources.
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 16,000 global associates, we partner with customers to design and deliver innovative, reliable solutions.
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 17,000 global associates, the Company leverages its position as a scaled supplier of passive electronics and protection components, complemented by high-value-add power semiconductor capabilities.
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.
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.
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 with three pillars: Green – environment and conservation, STEM – technology innovation, and Equity – humanitarian, community, and family.
Our giving and volunteerism philosophy is aligned with three pillars: Green – environment and conservation, Science, Technology, Engineering, and Mathematics ("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.
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 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.
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 acquisition of the Dortmund Fab in fiscal year 2025 enhances the resilience and reliability of our power semiconductor supply chain thereby strengthening our ability to support a broad base of industrial end markets, including energy storage, automation, motor drives, renewables, power supplies, and charging infrastructure.
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. Innovation and collaboration are at the heart of the Company's sustainability journey.
Together, we are shaping a future defined by sustainable choices and conscientious actions. Innovation and collaboration are at the heart of 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.
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.
BUSINESS ENVIRONMENT Electronics Segment 6 Table of Contents The Company designs, manufactures and sells electronic components and modules empowering its customers’ applications focused on a more sustainable, connected, and safer world.
As part of driving sustainable success, the Company 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.
As part of driving sustainable success, the Company is committed to cultivating a strong, values‑driven culture that shapes how we work with customers, suppliers, partners, and one another. This commitment creates an environment where employees feel engaged, supported, and empowered to bring forward their best ideas—fueling innovation, bold solutions, and business growth.
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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.
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Our market leadership and extensive brand equity are underpinned by a broad, multi-technology portfolio that addresses the critical needs of our global customer base. As our end markets transition toward higher power and energy density, customers face escalating challenges related to system safety and energy efficiency. Consequently, our essential technologies are increasingly integral to our customers' evolving architectures.
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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.
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Our engineering teams are frequently embedded within our customers' research and development ("R&D") processes, collaborating on the design-in of next-generation solutions. The Company maintains a robust global manufacturing and operational footprint, strategically located in-region with both customers and supply chain partners. This provides a significant competitive advantage, enabling us to navigate complex and evolving environments with agility.
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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.
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Our financial performance is characterized by resilient profitability and strong cash flow generation, reflecting the value proposition of our mission-critical products and our diverse end-market exposure. With a strong balance sheet providing significant capital allocation flexibility, we are well-positioned to pursue both organic and inorganic growth opportunities.
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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.
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We believe the increasing demand for high-power solutions provides a long-term runway to expand our content per platform and drive sustainable margin enhancement. 3 Table of Contents Segments The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial.
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Across industrial end markets, product demand is driven by an ecosystem that continues to advance sustainability, safety and automation capabilities.
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Within these segments, the Company designs, manufactures, and markets a comprehensive suite of electronic components, modules, subassemblies, and integrated solutions. Our technologies are engineered to meet the stringent requirements of customers transitioning toward higher power and increased energy density architectures. To capitalize on the rapid evolution of our end markets, we have prioritized high-growth strategic market opportunities.
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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.
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These include: data centers and data center infrastructure, aerospace and defense, battery energy storage and grid & utility infrastructure.
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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.
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Strategy In 2025, the Company underwent a CEO and CFO transition, with new management focused on leveraging technology leadership and a diverse product portfolio to drive long-term growth, enhanced profitability and best-in-class shareholder returns.
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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.
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While the Company plans to unveil our long-term strategy at a May 14, 2026 Investor Day, the Company has identified three primary strategic priorities which are guiding day-to-day operations and execution: • Enhance Focus to Capitalize on Future Growth Opportunities: The Company is sharpening our focus on secular growth trends, particularly the industry transition toward higher voltage and higher energy density applications.
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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.
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This involves a more structured approach to evaluating secular opportunities and leveraging global teams' insights into meaningful technology evolutions.
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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.
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Furthermore, the Company will continue to utilize disciplined, strategic acquisitions to enhance our long-term technology positioning and broaden our market reach in critical infrastructure and power distribution. 4 Table of Contents • Provide More Complete Solutions for a Broader Set of Customers: The Company aims to increase engagement with market leaders by transitioning from a siloed, product-centric approach to a collaborative, market-facing sales structure.
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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.
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This realignment will allow the Company to work more closely with customers across segments to solve complex challenges around safe and efficient power transfer using our full technology portfolio.
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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.
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By collaborating on future technology roadmaps, the Company can better inform our R&D efforts and increase our product content across diverse and high growth end markets. • Drive Further Operational Excellence to Amplify Long-Term Performance: The Company is committed to enhancing long-term profitability by applying best-in-class operating practices across our global organization.
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The Company regularly applies for patent protection on such new products.
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This priority includes the establishment of a Global Operations team focused on safety, quality, delivery, cost, and inventory to drive performance improvements across our manufacturing sites. The Company intends to further optimize our operating structure and footprint to support long-term growth priorities and maintain resilient profitability through market cycles.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, continued geopolitical 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. The Company is exposed to political, economic, and other risks that arise from operating a multinational business.
Biggest changeCompliance with rapidly changing tariffs and trade restrictions may require significant time and resources, and in turn increase our cost of doing business, and could result in reputational harm, fines, penalties or plant shutdowns if we are found to not be in compliance Additionally, continued geopolitical 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.
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.
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, innovation, and or brand name across the industries and markets it serves.
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.
Further, 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 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.
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; 16 Table of Contents • 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.
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 19 Table of Contents market price of the Company’s common stock may not be indicative of future market prices.
The volatility of the stock price may be related to any number of factors, such as volatility in the financial markets, general macroeconomic 20 Table of Contents 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.
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 14 Table of Contents 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.
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 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 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.
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.
The tax holiday for one of the subsidiaries expired at the end of 2023 but was later extended for an additional three years, retroactively to include all of 2024, as well as 2025 and 2026; and for the other subsidiary, the tax holiday will expire at the end of 2025.
The tax holiday for one of the subsidiaries expired at the end of 2023 but was later extended for an additional three years, retroactively to include all of 2024, as well as 2025 and 2026; and for the other subsidiary, the tax holiday expired at the end of 2025.
The risk of environmental remediation exists, and the Company is in the process of remediating the mines considered to be the most at risk. 16 Table of Contents 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 risk of environmental remediation exists, and the Company is in the process of remediating the mines considered to be the most at risk. 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.
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.
This could adversely affect the Company’s ability to manufacture or deliver its products in a timely manner, impair 13 Table of Contents 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.
Further deterioration of economic conditions or outlook, such as lower economic growth, recession or fears of recession in other countries may adversely affect the demand for or profitability of our products and services. 15 Table of Contents Many of the Company's key customers are located outside of the U.S. and maintain global operations.
Further deterioration of economic conditions or outlook, such as lower economic growth, recession or fears of recession in 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 the U.S. and maintain global operations.
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 18 Table of Contents 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.
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 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.
This could include damage or destruction due to various causes including natural disasters or political instability which would cause one or more of these networks to become non-operational.
This could include damage or destruction due to various causes including natural disasters or political instability which may cause one or more of these networks to become non-operational.
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.
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 19 Table of Contents 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.
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 63% of the Company's net sales in fiscal 2024, including approximately 23% to China. Economic conditions in China have been, and may continue to be, volatile and uncertain.
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 65% of the Company's net sales in fiscal 2025, including approximately 24% to China. Economic conditions in China have been, and may continue to be, volatile and uncertain.
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.
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, and 15 Table of Contents various European countries, particularly with regard to tariffs and import/export controls.
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 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.
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 other countries, including China, with respect to geopolitics, trade policies, treaties, government regulations, and tariffs.
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.
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.
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.
The Company intends to seek an extension for the expired tax holiday. 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.
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.
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, and published proposed revisions to both the CSRD and CS3D through omnibus legislation in 2025.
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.
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.
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 30, 2023 and December 28, 2024, the closing sale price of the Company’s common stock ranged between a low of $222.9 and a high of $275.6.
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 28, 2024 and December 27, 2025, the closing sale price of the Company’s common stock ranged between a low of $142.3 and a high of $275.0.
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.
In 2025, the Company remediated the material weaknesses identified by management, 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, or if we are unsuccessful in following these enhanced processes in the future, such failures may result in delayed or inaccurate reporting of our financial results.
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.
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.
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. Environmental liabilities could adversely impact the Company’s financial position.
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 geopolitical tensions, such as the Russia-Ukraine and Israel-Hamas wars as well as developments in Venezuela, particularly if they escalate, remain uncertain.
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.
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. It may also be time and resource-consuming for us to adapt our business strategies to adverse, changing trade policies.
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.
In addition, the widespread availability, 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, and additional vulnerabilities may be introduced from the use of artificial intelligence by our customers or third parties.
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.
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. 14 Table of Contents 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 introduction of products embodying new technologies and the emergence of new industry standards could render its existing products obsolete and 13 Table of Contents 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 introduction of products embodying new technologies and the emergence of new industry standards could render the Company's existing products obsolete and unmarketable before it can recover any or all of its research, development, and commercialization expenses on capital investments.
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.
Competition for qualified employees among companies that rely heavily upon engineering and technology is at times intense, the labor market in the United States and abroad is competitive, and the loss of qualified employees could hinder the Company’s ability to conduct research activities successfully and develop marketable products.
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 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.
The 17 Table of Contents 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.
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.
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.
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.
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.
If we must pay more for certain materials, it could reduce our profit margin or otherwise have a material adverse effect on our business and financial results. 18 Table of Contents 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.
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.
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.
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.
In addition, the Company may experience a shortage of supplies for various reasons, such as financial distress, work stoppages, port disruptions, natural disasters, or production difficulties that may affect one of its suppliers.
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.
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.
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 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. 17 Table of Contents On July 4, 2025, the United States enacted into law the legislation formally titled "An Act to provide for reconciliation pursuant to title II of H.
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 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.
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. 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.
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 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.
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.
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.
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.
There were no impairment charges recorded during the fiscal years of 2023 and 2022.
There was no impairment charge recorded during the fiscal year of 2023.
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 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 competitors enter the Company's markets or develop new products, competition may further intensify.
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 tax rates due to “tax holidays” which apply for three-year periods.
These developments could adversely affect our effective tax rate and cash flows. We continue to monitor evolving international tax requirements and assess their potential impact on our business. The Company has two subsidiaries in China which benefit from lower tax rates due to “tax holidays” which apply for three-year periods.
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 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.
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’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.
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 .
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.
Such an occurrence could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.
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 2025 annual goodwill impairment test, the Company recorded a non-cash charge of $301.2 million to reflect the impairment of goodwill for the Semiconductor reporting unit within the Electronics segment.
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.
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.
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.
As part of this effort, in December of 2021, the OECD published model rules to assist with implementation of the minimum tax regime, or its Pillar Two framework ("Pillar 2"). Through the end of 2025, a number of the countries involved have enacted portions, or all, of Pillar 2 into their local laws.
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 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 also be unable to retain key personnel from the acquisitions, and disruption from an acquisition may adversely affect the Company’s relationship with its customers, suppliers or employees.
Removed
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.
Added
Competitive pressures could affect the prices the Company is able to charge its customers or demand for its products. As the Company keeps up with the pace of its rapidly evolving end markets, it has prioritized strategic market opportunities including data centers and data center infrastructure, aerospace and defense, battery energy storage and grid and utility infrastructure.
Removed
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.
Added
The rapidly evolving nature of these end markets creates uncertainty concerning how our operations may develop, which reduces our ability to accurately forecast our success. Our failure to become competitive in and to integrate end markets into our focused strategy may divert our resources and adversely affect our financial condition.
Removed
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.
Added
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.
Removed
During 2024, these rules became effective for most European 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%.
Added
Furthermore, the life cycles of its products may change as result of developments in technology or otherwise and accordingly 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.
Removed
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.
Added
The Company works with customers at the design stage to create products and solutions to meet their needs, but if the customer abandons or changes its plans, or if its new products and designs are not accepted by the market, the Company may not realize a return on its investment in developing the new products.
Removed
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.
Added
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.
Removed
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.
Added
We have had, and could have additional, changes in senior management, which could be disruptive to the Company’s operations and may have an adverse effect on our business, financial condition and results of operations.
Removed
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.
Added
Due to the competitive labor market, competition for qualified personnel could require us to pay high wages or incur higher costs for retaining and incentivizing our personnel. The Company may not be successful in protecting its intellectual property.
Removed
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.
Added
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. Shifts in environmental regulation have created increased legal, regulatory and operational uncertainty for the Company.
Removed
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.
Added
Increased restrictions on international trade may have a material adverse effect on our business, financial condition, and results of operations. Export controls and impediments could impact our competitive position compared to local competitors and other companies not subject to the same restrictions.
Removed
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.
Added
As such, we could lose market position and our business, operating results, and financial condition would be adversely impacted. Recently, the U.S. government has imposed extensive tariffs on goods imported from several countries, including, without limitation, China, Mexico and Canada, as well as certain broad, product-specific tariffs on foreign goods and products.
Added
Tariffs may increase the cost of materials in our supply chain, result in reciprocal levies on components and finished products exported to or imported from affected countries, and have an adverse impact on our cost of goods sold in the U.S. and abroad.
Added
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 gross margins on products sold.
Added
Tariffs have resulted in China and other countries imposing reciprocal tariffs on U.S. goods and ceasing sales of certain products to the U.S. and could result in more U.S. trading partners adopting responsive trade policies, including making it more difficult or costly for us to export our products to those countries.
Added
Sales to customers outside of the U.S., and to China in particular, comprise a significant portion of our net sales, and reciprocal tariffs may impact our business in China. Further, tariffs and trade policies may continue to change quickly and without warning, and we may not be able to accurately anticipate and mitigate the impacts.
Added
Any retaliatory actions by affected countries and foreign governments could result in tariffs, trade protection measures or other restrictions imposed on our current and future products. Our customers’ costs of doing business may increase or their sales may be negatively affected.
Added
As such, customer demand for our products may decline, which could adversely impact our ability to generate revenue and result in inventory impairment changes. Tariffs on hardware required for data centers, for example, could raise costs for our customers, potentially causing them to delay data center infrastructure investments.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+3 added−3 removed13 unchanged
Biggest changeRepresentatives 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.
Biggest changeRepresentatives from Littelfuse’s technology team and other business functions receive regular 22 Table of Contents cybersecurity risk reports and use this information for its decision making in operational improvements as well as budget and resource allocations. For the past seven years, the CIO has led and evolved Littelfuse’s cybersecurity function.
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.
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 21 Table of Contents assessments and monitoring, 2) strong internal controls based on industry standards, and 3) Board and Senior Leadership governance and support.
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.
The updates help the ELT, 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.
ITEM 1C. CYBERSECURITY. The cybersecurity and data protection program at Littelfuse is based on foundational principles outlined in applicable industry and internationally accepted-cybersecurity frameworks.
ITEM 1C. CYBERSECURITY. Risk management and strategy The cybersecurity and data protection program at Littelfuse is based on foundational principles outlined in applicable industry and internationally accepted-cybersecurity frameworks.
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.
The Company’s Chief Information Officer ("CIO") and Chief Information Security Officer (“CISO”) are responsible for its cybersecurity program and regularly provide updates to the Littelfuse Executive Leadership Team (“ELT”) 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.
Removed
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.
Added
Assessments and testing – Littelfuse engages third party specialists to conduct periodic assessments and testing of our policies, standards, processes, and practices that are designed to address cybersecurity threats. These efforts include tabletop exercises, risk assessments, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity program.
Removed
These third parties provide assessment and vulnerability scanning tools to detect exploitable unauthorized access into the Littelfuse environments. 20 Table of Contents The Audit Committee of the Board of Directors is tasked with reviewing the Company’s policies and procedures related to cybersecurity risks and incidents.
Added
We adjust our cybersecurity program where appropriate based on the internal and external assessments and testing results. Governance The Audit Committee of the Board of Directors is tasked with overseeing the Company’s cybersecurity program as a part of its broader compliance oversight mandate.
Removed
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.
Added
To address growing cyber threats and advance the program further, in 2025 the Company appointed a CISO with over 20 years of information technology and cybersecurity experience.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 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, 21 Table of Contents Ireland, Italy, Japan, Lithuania, Mexico, Netherlands, Philippines, South Korea, Spain, U.K, the U.S., and Vietnam totaling approximately 5.3 million square feet.
Biggest changeITEM 2. PROPERTIES. The Company’s engineering and research and development, manufacturing, sales, warehouses, and distribution centers are located in approximately 80 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 5.7 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.
The Company’s owned facilities include approximately 3.2 million square feet and the Company’s leased facilities include approximately 2.5 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 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

11 edited+5 added−7 removed2 unchanged
Biggest changeNayar joined Littelfuse in 2005 as Business Line Director of the Electronics Business Unit.
Biggest changeHamed also served in various leadership and technical roles at Hittite Microwave Corporation, TriQuint Semiconductor, and Mimix Broadband. 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.
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. 22 Table of Contents 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.
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. 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.
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. David Ruppel, Senior Vice President and General Manager, Commercial Vehicle Business. Mr.
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. David Ruppel, Senior Vice President and General Manager, Transportation Business. Mr.
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.
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. He previously 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.
(NASDAQ: ADI), a semiconductor company specializing in data conversion, signal processing and power management technology from 2017 to 2024. Dr. Henderson served as the Vice President RF and Microwave Business for Analog Devices from 2014 to 2017, and as the Vice President RF and Microwave Business for Hittite Microwave Corporation until its acquisition by Analog Devices in 2014.
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.
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 Karim Hamed, Senior Vice President and General Manager, Semiconductor Products. Dr.
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. 23 Table of Contents PART II
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. 24 Table of Contents PART II
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. Alexander Conrad, Senior Vice President and General Manager, Passenger Vehicle Business. Mr. Conrad joined Littelfuse in 2005 as Sales Manager, Germany & Eastern Europe.
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. Peter Kim, Senior Vice President and General Manager, Industrial Business. Mr. Kim joined Littelfuse in 2003 as Manager, Global Procurement.
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 61 President and Chief Executive Officer (retired as of February 10, 2025) Gregory N. Henderson 56 President and Chief Executive Officer (effective as of February 10, 2025) Meenal A.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. Information about our Executive Officers. The executive officers of the Company are as follows: Name Age Position Gregory N. Henderson 57 President and Chief Executive Officer Abhishek Khandelwal 49 Executive Vice President and Chief Financial Officer Ryan K.
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.
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). Abhishek Khandelwal, Executive Vice President and Chief Financial Officer. Mr. Khandelwal joined Littelfuse in June 2025 as Executive Vice President and Chief Financial Officer.
Stafford 57 Executive Vice President, Mergers and Acquisitions, Chief Legal Officer and Corporate Secretary Maggie Chu 56 Senior Vice President and Chief Human Resources Officer Alexander Conrad 58 Senior Vice President and General Manager, Passenger Vehicle Business Peter Kim 52 Senior Vice President and General Manager, Industrial Business Chad Marak 45 Senior Vice President and General Manager, Semiconductor Products Deepak Nayar 65 Senior Vice President and General Manager, Electronics Business David Ruppel 54 Senior Vice President and General Manager, Commercial Vehicle Products David W.
Stafford 58 Executive Vice President, Chief Legal Officer and Corporate Secretary Maggie Chu 57 Senior Vice President and Chief Human Resources Officer Peter Kim 53 Senior Vice President and General Manager, Industrial Business Karim Hamed 49 Senior Vice President and General Manager, Semiconductor Products Deepak Nayar 66 Senior Vice President and General Manager, Electronics Business David Ruppel 55 Senior Vice President and General Manager, Transportation Business Gregory N.
Removed
Sethna 55 Executive Vice President and Chief Financial Officer Ryan K.
Added
Prior to joining Littelfuse, he served as Senior Vice President and Chief Financial Officer of IDEX Corporation, an industrial design and manufacturing company, from 2023 to 2025. Prior to that, Mr.
Removed
Heinzmann, served as President and Chief Executive Officer until his retirement as of February 10, 2025. Mr. Heinzmann will remain on the Littelfuse Board through April 2025 and serve as an advisor to the Company through August 10, 2025. Mr.
Added
Khandelwal served as Chief Financial Officer of Multi-Color Corporation, a manufacturer of printed labels for consumer goods, from 2022 to 2023, and as Senior Vice President and Chief Financial Officer of CIRCOR International, a pump & valve systems and custom engineering & design company, from 2020 to 2021. From 2010 to 2020, Mr.
Removed
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 the position of President and Chief Executive Officer in 2017 until his retirement in February 2025. Gregory N.
Added
Khandelwal held various finance roles at IDEX Corporation, including as Vice President of Finance Operations, Treasury and Financial Planning & Analysis. 23 Table of Contents Ryan K. Stafford, Executive Vice President, Chief Legal Officer and Corporate Secretary. Mr.
Removed
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.
Added
Hamed joined Littelfuse in August 2025. Prior to joining, he was most recently at Analog Devices where he served as Corporate Vice President, Industrial and Healthcare Business Group. Previously, he served as Vice President, Industrial Instrumentation Business Unit, and General Manager, Microwave Communications Group. Dr.
Removed
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. Peter Kim, Senior Vice President and General Manager, Industrial Business. Mr.
Added
Ruppel joined Littelfuse as Senior Vice President & General Manager, Commercial Vehicle Products in 2024 before assuming his current role in August 2025. Prior to joining Littelfuse, Mr.
Removed
Chad Marak, Senior Vice President and General Manager, Semiconductor Products. Mr. Marak joined Littelfuse in 2007 as Senior Design Engineer. Mr.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−1 removed4 unchanged
Biggest changeThe 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. 24 Table of Contents 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.
Biggest changeThe table below presents shares of the Company’s common stock which were acquired by the Company during the fiscal year ended December 27, 2025: 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 2024 Program: December 29 through January 25 4,095 $ 229.74 4,095 $ 297,053,567 January 26 through February 22 64,248 227.33 64,248 282,448,176 February 23 through March 29 52,346 225.96 52,346 270,620,264 Total 120,689 $ 226.82 120,689 $ 270,620,264 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.
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. 25 Table of Contents ITEM 6. [RESERVED.]
Returns for the Company’s fiscal years presented above are as of the last day of the respective fiscal year which was January 1, 2022, December 31, 2022, December 30, 2023, December 28, 2024 and December 27, 2025 for the fiscal years 2021, 2022, 2023, 2024 and 2025, respectively. 26 Table of Contents ITEM 6. [RESERVED.]
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 28, 2024.
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 27, 2025.
For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 28, 2019 and reinvestment of all dividends is assumed.
For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 26, 2020 and reinvestment of all dividends is assumed.
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 Market SM . Number of Holders As of March 7, 2025, there were 51 holders of record of the Company’s common stock.
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 Market SM . Number of Holders As of February 13, 2026, there were 47 holders of record of the Company’s common stock.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 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.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 12/2020 12/2021 12/2022 12/2023 12/2024 12/2025 Littelfuse, Inc. $ 100 $ 124 $ 88 $ 108 $ 96 $ 104 Russell 1000 100 126 102 129 161 189 Dow Jones US Electrical Components & Equipment 100 125 103 132 177 237 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.
During the fiscal year 2024, the Company repurchased 179,311 shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program. There are $298.0 million of an authorized amount not yet purchased under the 2024 program as of December 28, 2024.
During the fiscal year of 2024, the Company repurchased 179,311 shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program. During the fiscal year of 2023, the Company did not repurchase any shares of its common stock.
Removed
During the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.
Added
During the fiscal year of 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 program. There is $270.6 million of an authorized amount not yet purchased under the 2024 program as of December 27, 2025.
Added
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 25 Table of Contents Group Index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

100 edited+69 added−83 removed110 unchanged
Biggest changeThe 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. 38 Table of Contents Liquidity and Capital Resources Cash and cash equivalents were $724.9 million as of December 28, 2024, an increase of $169.4 million as compared to December 30, 2023.
Biggest changeThe increase in net sales was primarily due to higher volume from the Electronics segment, 32 Table of Contents industrial circuit protection products within the Industrial segment and the passenger car products business within the Transportation segment, partially offset by lower volume from the automotive sensors business within the Transportation segment compared to 2024.
See Note 8, Restructuring, Impairment, and Other Charges, for further discussion.
See Note 8, Restructuring, Impairment and Other Charges, for further discussion.
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 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.
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.
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.
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.
See Note 8, Restructuring, Impairment and Other Charges, for further discussion.
See Note 8, Restructuring, Impairment, and Other Charges, for further discussion.
See Note 8, Restructuring, Impairment and Other Charges, for further discussion.
See Note 8, Restructuring, Impairment and Other Charges, for further discussion.
The following table is a summary of the Company’s net sales and operating income by segment: 31 Table of Contents Net Sales Fiscal Year (in millions) 2024 2023 Change % Change Electronics $ 1,186.8 $ 1,350.4 $ (163.7) (12.1) % Transportation 672.4 678.3 (5.9) (0.9) % Industrial 331.6 334.0 (2.4) (0.7) % Total $ 2,190.8 $ 2,362.7 $ (171.9) (7.3) % Segment Operating Income Fiscal Year (in millions) 2024 2023 Change % Change Electronics $ 169.9 $ 300.6 $ (130.7) (43.5) % Transportation 58.6 33.7 24.9 73.9 % Industrial 42.3 54.8 (12.5) (22.8) % Total segment operating income 270.8 389.1 (118.3) 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 2024 was $93.5 million of non-cash impairment charges, which included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial controls and sensors reporting unit within the Industrial segment, and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively.
The following table is a summary of the Company’s net sales and operating income by segment: Net Sales Fiscal Year (in millions) 2024 2023 Change % Change Electronics $ 1,186.8 $ 1,350.4 $ (163.7) (12.1) % Transportation 672.4 678.3 (5.9) (0.9) % Industrial 331.6 334.0 (2.4) (0.7) % Total $ 2,190.8 $ 2,362.7 $ (171.9) (7.3) % Segment Operating Income Fiscal Year (in millions) 2024 2023 Change % Change Electronics $ 169.9 $ 300.6 $ (130.7) (43.5) % Transportation 58.6 33.7 24.9 73.9 % Industrial 42.3 54.8 (12.5) (22.8) % Total segment operating income 270.8 389.1 (118.3) 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 2024 was $93.5 million of non-cash impairment charges, which included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial controls and sensors reporting unit within the Industrial segment, and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial controls and sensors reporting unit within the Industrial segment and the Automotive sensors reporting unit within the Transportation segment, respectively.
Equity-Based Compensation Equity-based 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.
Equity-Based Compensation Equity-based compensation expense is recorded for stock-option awards and restricted share units and performance 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.
The following table is a summary of the Company’s net sales by geography: Fiscal Year (in millions) 2024 2023 Change % Change Americas $ 900.4 $ 901.5 $ (1.1) (0.1) % Asia-Pacific 824.7 898.9 (74.2) (8.3) % Europe 465.7 562.3 (96.6) (17.2) % Total $ 2,190.8 $ 2,362.7 $ (171.9) (7.3) % 33 Table of Contents Americas Net sales in the Americas decreased $1.1 million, or 0.1%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $0.7 million.
The following table is a summary of the Company’s net sales by geography: 36 Table of Contents Fiscal Year (in millions) 2024 2023 Change % Change Americas $ 900.4 $ 901.5 $ (1.1) (0.1) % Asia-Pacific 824.7 898.9 (74.2) (8.3) % Europe 465.7 562.3 (96.6) (17.2) % Total $ 2,190.8 $ 2,362.7 $ (171.9) (7.3) % Americas Net sales in the Americas decreased $1.1 million, or 0.1%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $0.7 million.
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.
In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in the second half of 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.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 28, 2024 AS COMPARED TO THE YEAR ENDED DECEMBER 30, 2023 Fiscal year 2024 included $93.5 million of non-cash impairment charges, which included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the 29 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.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 28, 2024 AS COMPARED TO THE YEAR ENDED DECEMBER 30, 2023 Fiscal year 2024 included $93.5 million of non-cash impairment charges, which included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial Controls and Sensors reporting unit within the Industrial segment, and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial Controls and Sensors reporting unit within the Industrial segment and the Automotive Sensors reporting unit within the Transportation segment, respectively.
The 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.
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 without rights to dividend equivalents 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.
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 $1,403.2 million, or 64.1% of net sales, in 2024 compared to $1,462.4 million, or 61.9% of net sales, in 2023.
The net sales decrease was primarily due to lower 33 Table of Contents 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 $1,403.2 million, or 64.1% of net sales, in 2024 compared to $1,462.4 million, or 61.9% of net sales, in 2023.
See Note 8, R estructuring, Impairment and Other Charges , for further discussion. Electronics Segment Net Sales Net sales for the Electronics segment decreased $163.7 million, or 12.1%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $4.3 million or 0.3%.
See Note 8, R estructuring, Impairment and Other Charges , for further discussion. Electronics Segment Net Sales 35 Table of Contents Net sales for the Electronics segment decreased $163.7 million, or 12.1%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $4.3 million or 0.3%.
Operating margins decreased from 22.3% in 2023 to 14.3% in 2024 primarily due to the lower volume from the semiconductor business. 32 Table of Contents Transportation Segment Net Sales Net sales in the Transportation segment decreased $5.9 million, or 0.9%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $2.4 million or 0.4%.
Operating margins decreased from 22.3% in 2023 to 14.3% in 2024 primarily due to the lower volume from the semiconductor business. Transportation Segment Net Sales Net sales in the Transportation segment decreased $5.9 million, or 0.9%, in 2024 compared to 2023 and included unfavorable changes in foreign exchange rates of $2.4 million or 0.4%.
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 28, 2024 are used for variable rate debt.
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 27, 2025 are used for variable rate debt.
Segment Information 35 Table of Contents 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.
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.
Total equity-based compensation expense for all equity compensation plans was $27.4 million, $25.7 million, and $24.6 million in 2024, 2023, and 2022, 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.
Total equity-based compensation expense for all equity compensation plans was $28.6 million, $27.4 million, and $25.7 million in 2025, 2024, and 2023, 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.
As of December 28, 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.
As of December 27, 2025, the Company was in compliance with all covenants under the credit agreement. Senior Notes On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series.
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.
Thus, for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, 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.
The effective tax rate for 2024 is higher than the effective tax rate for 2023, primarily due to t he impact of goodwill impairments and non-US losses with no related tax benefit.
The effective tax rate for 2024 is higher than the effective tax rate for 2023, 34 Table of Contents primarily due to t he impact of goodwill impairments and non-US losses with no related tax benefit.
The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $23 million, representing approximately 33% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand.
The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $25 million, representing approximately 31% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand.
In 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.
In addition, as mentioned above, during the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that were corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024.
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.
In addition, as mentioned above, during the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that were corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024.
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.
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 27, 2025, the Company was in compliance with all covenants under the Senior Notes.
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.
In addition, during the year ended December 28, 2024, the Company identified certain errors in its previously issued financial statements that were corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 28, 2024.
Cash Flow from Financing Activities 41 Table of Contents 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.
Cash Flow from Financing Activities 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.
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 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.
Fiscal year 2024 included $93.5 million of non-cash impairment charges, which included $47.8 million for the impairment of intangible assets primarily related to certain acquired customer relationships, developed technology, and tradename in the Industrial Controls and Sensors reporting unit within the Industrial segment, and $36.1 million and $8.6 million of non-cash goodwill impairment charges associated with the Industrial Controls and Sensors reporting unit within the Industrial segment and the Automotive Sensors reporting unit within the Transportation segment, respectively.
The 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 28, 2024.
The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to note holders and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control. Debt Covenants The Company was in compliance with its debt covenants as of December 27, 2025.
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 28, 2024 and December 30, 2023 were both 5.6%.
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 27, 2025 and December 28, 2024 were 6.1% and 5.6%, respectively.
In addition to the above contractual obligations and commitments, the Company had the following obligations at December 28, 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 28, 2024, the Company had a net unfunded status of $31.3 million.
In addition to the above contractual obligations and commitments, the Company had the following obligations at December 27, 2025: 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 27, 2025, the Company had a net unfunded status of $40.2 million.
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.
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.
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.
For the remainder of the Company's reporting units with goodwill: Electronics-Passive Products and Sensors, Passenger Car Products, Commercial Vehicle Products, Industrial Controls and Sensors, and Industrial Circuit Protection, the results of the goodwill impairment test as of September 28, 2025 indicated that their estimated fair values exceeded their respective carrying values.
The Company expects to make approximately $1.2 million of contributions to the plans and pay $2.1 million of benefits directly in 2025. For additional information, see Note 11, Benefit Plans , of the Notes to Consolidated Financial Statements. Dividends Cash dividends paid totaled $67.1 million, $62.2 million and $55.9 million for 2024, 2023 and 2022, respectively.
The Company expects to make approximately $1.5 million of contributions to the plans and pay $2.3 million of benefits directly in 2026. For additional information, see Note 11, Benefit Plans , of the Notes to Consolidated Financial Statements. Dividends Cash dividends paid totaled $72.0 million, $67.1 million and $62.2 million for 2025, 2024 and 2023, respectively.
With respect to the remaining $194.1 million, the Company has recognized deferred tax liabilities on approximately $49.7 million as of December 28, 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.
With respect to the remaining $188.7 million, the Company has recognized deferred tax liabilities on approximately $114.4 million as of December 27, 2025 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.
On January 28, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.70 per share, payable on March 6, 2025 to stockholders of record as of February 20, 2025. Capital Resources The Company expends capital to support its operating and strategic plans.
On January 28, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.75 per share, payable on March 5, 2026 to stockholders of record as of February 19, 2026. Capital Resources The Company expends capital to support its operating and strategic plans.
The estimated discount rate was 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 reporting unit.
The estimated discount rate was 12.0% for the Electronics-Passive Products and Sensors reporting unit, 12.5% for the Electronics-Semiconductor reporting unit, 11.0% for the Passenger Car Products and Commercial Vehicle Products reporting units, 14.0% for the Industrial Controls and Sensors reporting unit, and 13.0% for Industrial Circuit Protection reporting unit.
As a result, the Company recorded an out-of-period adjustment of $13.5 million in the year ended December 28, 2024, of which $12.3 million was the cumulative out-of-period adjustment related to fiscal years prior to 2024.
As a result, the Company recorded an out-of-period adjustment of $13.5 million in the year ended December 28, 2024, of which $12.3 million was the cumulative out-of-period adjustment related to fiscal years prior to 2024. The out-of-period adjustment negatively impacted cost of sales as a percentage of net sales by 0.6%.
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, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first fiscal quarter of 2025, the Company paid off $50 million of U.S.
During the fiscal year ended December 28, 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 $281.3 million, respectively, as of December 28, 2024.
During the fiscal year ended December 27, 2025, the Company made term loan payments of $15.0 million. The revolving loan and term loan balance under the Credit Facility was $100.0 million and $266.3 million, respectively, as of December 27, 2025.
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.
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 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 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. There are a number of estimates and assumptions inherent in calculating the various components of income taxes.
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.
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. There was no impairment charge recorded during the fiscal year of 2023.
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.
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) Purchase obligations include purchase commitments and commitments for capital expenditures not recognized in the Company’s Consolidated Balance Sheets.
Gross Profit Gross profit was $900.2 million, or 38.1% of net sales, in 2023, compared to $1,006.9 million, or 40.1% of net sales, in 2022.
Gross Profit Gross profit was $787.5 million, or 35.9% of net sales, in 2024, compared to $900.2 million, or 38.1% of net sales, in 2023.
As of December 28, 2024, $422.8 million of the Company's $724.9 million cash and cash equivalents was held by non-U.S. subsidiaries. Of the $422.8 million, at least $228.7 million can be repatriated with minimal tax consequences, although in certain cases a non-U.S.withholding tax would be payable but subsequently refunded.
As of December 27, 2025, $419.1 million of the Company's $563.4 million cash and cash equivalents was held by non-U.S. subsidiaries. Of the $419.1 million, at least $230.4 million can be repatriated with minimal tax consequences, although in certain cases a non-U.S. withholding tax would be payable but subsequently refunded.
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 long-term net sales growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit.
The estimated long-term 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 additional reporting units failing the goodwill impairment test.
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 28, 2024, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.
During the fiscal year of 2023, the Company did not repurchase any shares of its common stock. 42 Table of Contents Off-Balance Sheet Arrangements As of December 27, 2025, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.
As of the most recent annual test conducted on September 29, 2024, the Company noted that the excess of fair value over the carrying value was 108%, 82%, 96%, 44%, and 409% for its reporting units: Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, and Industrial Circuit Protection, respectively.
As of the most recent annual test conducted on September 28, 2025, the Company noted that the excess of fair value over the carrying value was 87%, 153%, 99%, 22% and 303% for its reporting units: Electronics-Passive Products and Sensors, Passenger Car Products, Commercial Vehicle Products, Industrial Controls and Sensors, and Industrial Circuit Protection, respectively.
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.
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 estimates and related disclosures with the Audit Committee of its Board of Directors.
During the fiscal year of 2024, the Company repurchased 179,311 shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program. There is $298.0 million of an authorized amount not yet purchased under the 2024 program as of December 28, 2024.
During the fiscal year of 2024, the Company repurchased 179,311 shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program.
As of December 28, 2024, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 5.71%, and 4.13% on the hedged portion. 39 Table of Contents As of December 28, 2024, the Company had $0.1 million outstanding letters of credit and had available $599.9 million of borrowing capacity under the revolving credit facility.
As of December 27, 2025, the effective interest rate on unhedged portion of the outstanding borrowings under the Credit Facility was 4.82%, and 3.88% on the hedged portion. 38 Table of Contents As of December 27, 2025, the Company had $1.1 million outstanding letters of credit and had available $598.9 million of borrowing capacity under the revolving credit facility.
Senior Notes due 2025 and 2030 is payable on February 15 and August 15, commencing on August 15, 2018.
Senior Notes, Series A due 2025. Interest on the U.S. Senior Notes Series B due 2030 is payable on February 15 and August 15, commencing on August 15, 2018.
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.
Significant accounting policies are described in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report. 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.
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.
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. As a result of the impairment charge described above, the Electronics-Semiconductor reporting unit had $238.5 million of goodwill as of December 27, 2025.
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.
The effective tax rate for 2025 is higher than the statutory tax rate primarily due to the impact of the 2025 goodwill impairment with no related tax benefit as 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.
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 total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.
Many of the associated projects have long lead-times and require commitments in advance of actual spending. 43 Table of Contents Share Repurchase Program The Company's Board of Directors authorized the repurchase of up to $300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 ("2021 program").
Share Repurchase Program The Company's Board of Directors authorized the repurchase of up to $300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 ("2021 program").
With the exception of the Industrial controls and sensors and the Automotive sensors reporting units, the other five reporting units passed the goodwill impairment test, with estimated fair values that exceeded the carrying values between 44% and 409%.
With the exception of the Electronics-Semiconductor reporting unit within the Electronics segment, the other five reporting units with goodwill passed the goodwill impairment test, with estimated fair values that exceeded the carrying values between 22% and 303%.
Europe Europe net sales decreased $96.6 million, or 17.2%, in 2024 compared to 2023 and included favorable changes in foreign exchange rates of $2.0 million. The decrease in net sales was primarily due to lower net sales from the Electronics segment and lower net sales from the commercial vehicle and automotive sensors businesses within the Transportation segment compared to 2023.
Europe Europe net sales decreased $96.6 million, or 17.2%, in 2024 compared to 2023 and included favorable changes in foreign exchange rates of $2.0 million.
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 2025 also included approximately $16.6 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro and Chinese renminbi against the U.S. dollar, while fiscal year 2024 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.
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.
Asia-Pacific Asia-Pacific net sales increased $81.8 million, or 9.9%, in 2025 compared to 2024 and included unfavorable changes in foreign exchange rates of $1.3 million.
The decrease in net sales was primarily due to lower volume from the electronics products business within the Electronics segment and lower 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 higher sales within the Industrial segment compared to 2022.
The increase in net sales was primarily due to higher volume from the electronics products business within the Electronics segment and all businesses across the Industrial segment, partially offset by lower volume from the automotive sensors business within the Transportation segment and lower volume from the semiconductor business within the Electronics segment compared to 2024.
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.
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.
BUSINESS For a description of the Company’s business, segments and product offerings, see Item 1, Business . 2024 EXECUTIVE OVERVIEW Net sales were $2,190.8 million, which decreased by $171.9 million, or 7.3%, in 2024 compared to 2023 including $7.9 million of unfavorable changes in foreign exchange rates.
BUSINESS For a description of the Company’s business, segments and product offerings, see Item 1, Business . 2025 EXECUTIVE OVERVIEW Net sales were $2,386.3 million, which increased by $195.5 million, or 8.9%, in 2025 compared to 2024 including $49.0 million, or 2.2% of incremental net sales, from the Dortmund Fab acquisition (defined below) in the semiconductor business within the Electronics segment and $17.6 million or 0.8% of favorable changes in foreign exchange rates.
Such expenditures include strategic acquisitions, investments to maintain capital assets, develop new products or improve existing products, and to enhance capacity or productivity.
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.
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 following describes the Company’s cash flows for the fiscal year ended December 27, 2025 and December 28, 2024: Fiscal Year (in millions) 2025 2024 Net cash provided by operating activities $ 433.8 $ 367.6 Net cash used in investing activities (468.9) (65.8) Net cash used in financing activities (149.3) (112.4) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 23.0 (20.1) (Decrease) increase in cash, cash equivalents, and restricted cash (161.3) 169.3 Cash, cash equivalents, and restricted cash at beginning of period 726.4 557.1 Cash, cash equivalents, and restricted cash at end of period $ 565.1 $ 726.4 Cash Flow from Operating Activities Net cash provided by operating activities was $433.8 million in the fiscal year 2025, an increase of $66.1 million, compared to $367.6 million in the fiscal year 2024.
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.
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.
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.
Net cash provided by operating activities was $433.8 million in the fiscal year 2025, an increase of $66.1 million, compared to $367.6 million in the fiscal year 2024. The increase in net cash provided by operating activities was primarily due to higher cash earnings compared to prior year.
Income Before Income Taxes Income before income taxes for 2023 was $328.6 million, or 13.9% of net sales compared to $443.0 million, or 17.6% of net sales, for 2022.
Income Before Income Taxes Income before income taxes in 2025 was $3.6 million, or 0.2% of net sales compared to $151.9 million, or 6.9% of net sales for 2024.
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.
T he Company elected to pay its 2017 Toll Charge over the eight-year period prescribed by the Tax Act. The eighth and final installment of the Toll Charge of $8.2 million was paid in 2025, and accordingly, there was no remaining liability on the Consolidated Balance Sheet as of December 27, 2025.
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. 28 Table of Contents Critical Estimates and Significant Accounting Policies The preparation of financial statements in conformity with Generally Accepted Accounting 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.
Critical Accounting Estimates The preparation of financial statements in conformity with Generally Accepted Accounting 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.
Europe 37 Table of Contents 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.
Transportation Segment Net Sales 31 Table of Contents Net sales in the Transportation segment increased $4.0 million, or 0.6%, in 2025 compared to 2024 and included favorable changes in foreign exchange rates of $7.5 million or 1.1%.
As of December 28, 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. 40 Table of Contents 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.
As of December 27, 2025, 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. 39 Table of Contents Acquisitions On December 11, 2025, the Company completed the acquisition of Basler.
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.
Net cash paid for acquisitions was $407.7 million for the Basler and Dortmund Fab acquisitions in the fiscal year 2025. Capital expenditures were $67.6 million, representing a decrease of $8.2 million compared to the fiscal year 2024.
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 total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.
The 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.
The increase in net cash provided by operating activities was primarily due to higher cash earnings. Cash Flow from Investing Activities Net cash used in investing activities was $468.9 million in the fiscal year 2025, compared to $65.8 million in the fiscal year 2024.
In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by lower foreign exchange losses of $12.1 million and lower unrealized losses of $13.7 million related to one of the Company's equity investments for 2023 compared to 2022.
In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily impacted by foreign exchange losses of $16.6 million in the fiscal year 2025 compared to foreign exchange gains of $9.2 million in the fiscal year 2024, and unrealized losses of $3.6 million during the fiscal year 2025 compared to unrealized gains of $0.1 million during the fiscal year 2024 related to the Company's equity investment, and higher loss of $1.0 million from investments under equity method and higher non-operating pension expense of $0.9 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThese 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.
Biggest changeThese 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. 43 Table of Contents At December 27, 2025, the net value of the Company’s assets with exposure to foreign currency risk was approximately $19.2 million, with the largest exposure being a Japanese Yen denominated intercompany loan with a U.S.
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. 45 Table of Contents
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. 44 Table of Contents
After consideration of the hedge above, the remaining borrowings of $181.3 million, which represents approximately 21% 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.
After consideration of the hedge above, the remaining borrowings of $166.3 million, which represents approximately 21% 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.
As a result of th e 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.
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, silver, and ruthenium.
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 2024, sales to customers outside the U.S. were approximately 63% of total net sales.
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 2025, sales to customers outside the U.S. were approximately 65% of total net sales.
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 approximatel y $1.8 million in annual interest expense. This exposure would be partially if not fully offset by higher interest income from the Company's investments.
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 $1.7 million in annual interest expense. This exposure would be partially if not fully offset by higher interest income from the Company's investments.
The revolving loan and term loan balance under the Credit Facility was $100.0 million and $281.3 million, respectively, as of December 28, 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 revolving loan and term loan balance under the Credit Facility was $100.0 million and $266.3 million, respectively, as of December 27, 2025. On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate.
During 2023, sales to customers outside the U.S. were approximately 65% of total net sales. Substantially all 44 Table of 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.
During 2024, sales to customers outside the U.S. were approximately 63% 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.
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.
The Company believes it has adequate primary and secondary sources of supply for each of our key materials.
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 s pot rates applied to foreign currency sensitive liability instrumen ts would be $0.5 million at December 28, 2024.
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 $1.3 million at December 27, 2025.
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.
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 $1.9 million at December 27, 2025.
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.
At December 27, 2025, the net value of the Company’s liabilities with exposure to foreign currency risk was $13.2 million, with the largest exposure being U.S. Dollar denominated intercompany loans with Sterling and Mexican Peso functional currency subsidiaries.
Added
Worldwide demand, availability, and pricing of these raw materials have been volatile. In recent years, the prices of many of these raw materials continue to fluctuate, and in many cases increase, and fluctuations may persist in the future. The increase in prices of these and other commodities can rise and result in materially higher costs of producing our products.

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