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What changed in LITTELFUSE INC /DE's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of LITTELFUSE INC /DE's 2023 and 2024 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 2024 report.

+350 added−280 removedSource: 10-K (2025-03-13) vs 10-K (2024-02-16)

Top changes in LITTELFUSE INC /DE's 2024 10-K

350 paragraphs added · 280 removed · 229 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

63 edited+8 added−11 removed47 unchanged
Biggest changeAs the Company continues to focus on developing the talent pipeline, we are also investing in strengthening our leadership capability through leadership mentoring, coaching and training. The leadership training includes a mix of internal and external programs and partnerships addressing fundamental leadership skills to engage, motivate and develop our talent.
Biggest changeMore specifically, accelerated development programs (e.g. such as the Company's global RISE engineering program) have been implemented to strengthen the pipeline of talent required to sustain business growth. As the Company continues to focus on developing the talent pipeline, we are also investing in strengthening our leadership capability through leadership development programs, leadership mentoring, coaching and training.
The 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 the long-term sustainability, increases diversification and creates additional growth opportunities.
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.
The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related charging infrastructure, aerospace, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics. • Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicle, heavy-duty truck and bus, off-road and recreational vehicles, material handling equipment, agricultural machinery, construction equipment and other commercial vehicle end markets.
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.
Diversity, Inclusion & Belonging 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 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.
The direct sales force closely works with global OEM, Tier One automotive, consulting engineers, and major end customers to design-in and sell all of the Company’s products. The Company has sales offices and direct sales channels in number of countries around the world.
The direct sales force closely works with global OEM, Tier One automotive, consulting engineers, and major end customers to design-in and sell all of the Company’s products. The Company has sales offices and direct sales channels in a number of countries around the world.
The Company has experienced and will continue to experience cyber-attacks, attempts to breach its systems, and other similar incidents, however we do not believe that the prior cyber incidents have materially affected or currently are reasonably likely to materially affect the Company.
The Company has experienced and will continue to experience cyber-attacks, attempts to breach its systems, and other similar incidents, however we do not believe that the prior cyber incidents have materially affected or are reasonably likely to materially affect the Company.
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 to three pillars: Green – environment and conservation, STEM – technology innovation, and Equity – humanitarian, community and family.
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.
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.
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.
The Company publishes an annual Sustainability Report to communicate our commitment, approach, and impact on each of our focus areas. The 2022 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 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.
Accordingly, the Company is positioned within the global sustainability megatrend to enhance our product offering to help empower a sustainable, connected, and safer world. Many of the Company's key end markets are linked to sustainable applications such as electric vehicles and charging infrastructure, renewable energy, and power management.
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.
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, 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 16,000 global associates, we partner with customers to design and deliver innovative, reliable solutions.
Passenger vehicle products are used in internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain.
Passenger vehicle products are used in internal combustion engines, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain.
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. 6 Table of Contents 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. 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.
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.
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.
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. Over the last decade the Company has positioned itself within the center of these global structural growth themes by helping to enable its customers’ applications focused on a more sustainable, 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.
The Company maintains a staff of engineers, chemists, material scientists and technicians whose primary responsibility is to design and develop new products. 7 Table of Contents Proposals for the development of new products are initiated primarily by sales, marketing, and product management personnel with input from customers.
The Company maintains a staff of engineers, chemists, material scientists and technicians whose primary responsibility is to design and develop new products. Proposals for the development of new products are initiated primarily by sales, marketing, and product management personnel with input from customers.
For the fiscal year 2023, approximately 65% of the Company’s net sales were to customers outside the United States (“U.S.”), including approximately 23% to China. The Company manufactures many of its products on fully integrated manufacturing and assembly equipment. The Company maintains product quality through a Global Quality Management System with most manufacturing sites certified under ISO 9001:2000.
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.
Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day. 3 Table of Contents Segments The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial.
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.
The Company continues to drive commercial excellence through investments in its people, 4 Table of Contents customer-driven innovation, strategic acquisitions and integration of these businesses, eMobility, 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.
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.
During fiscal 2023, 2022, and 2021, net sales to customers outside the U.S. accounted for approximately 65%, 64%, and 69%, respectively, of the Company’s total net sales. 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 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.
Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, construction, agriculture, material handling and marine. • Industrial Segment: Consists of industrial circuit protection (industrial fuses), industrial controls (protection relays, contactors, transformers, residual current devices, ground fault circuit interrupters, residual current monitors, and arc fault detection devices) and temperature sensors for use in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electr ic 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, 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.
For example, renewables, including solar and wind energy, and energy storage systems that enable lower carbon emissions, the ongoing proliferation of electric vehicles and charging stations, more efficient climate control units, increasing requirements for electrical safety, the rising demand for factory and process automation, and motor drives and power supplies.
For 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.
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.
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.
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.
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.
These products are used to protect personnel and equipment from excessive currents, over voltages, and electrical shock hazards. Products are sold direct to OEMs, and through both electrical and electronics distribution channels. The 2021 acquisition of Hartland expanded the Company’s contactors and transformers product portfolios, which primarily services HVAC and e-Mobility off-board charging applications.
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.
Long-standing programs, policies and initiatives supporting a diverse and inclusive workplace remain in place and continue to expand. The Company’s employee resource groups (ERGs) continue to expand to support broader demographics and identities. Existing ERGs have grown to have a presence in more countries and provide impactful development and mentoring opportunities.
Long-standing efforts supporting a diverse and inclusive workplace remain in place and continue to expand. The Company’s employee resource groups ("ERGs") continue to expand to support broader demographics. Existing ERGs have grown to have a presence in more countries and provide impactful development and mentoring opportunities.
The entire product development process usually ranges from a few months to a few years based on the complexity of development, with continuous efforts to reduce the development cycle. During fiscal years 2023, 2022, and 2021, the Company expended $102.4 million, $95.6 million, and $65.9 million, respectively, on R&D.
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.
Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million.
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.
The Company expects to continue to expand its presence across its transportation end markets, leveraging its strong OEM, Tier One and distributor customer base and go-to-market strength, and by continuing to expand its product portfolio through organic and inorganic investments.
The Company expects to continue to expand its presence across its transportation end markets, leveraging its strong OEM and Tier One customers, distribution partnership and go-to-market strength, and by continuing to expand its product portfolio through organic and inorganic investments.
Sales to Arrow Electronics, Inc., which were reported in our Electronics, Transportation and Industrial segments, were 11.2%, 11.5% and 10.7% of consolidated net sales in 2023, 2022, and 2021, respectively. No other single customer accounted for more than 10% of net sales during any of the last three years.
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.
ITEM 1. BUSINESS. GENERAL Littelfuse, Inc., was incorporated under the laws of the State of Delaware in 1991. References herein to the “Company,” “we,” “our” or “Littelfuse” refer to Littelfuse, Inc. and its subsidiaries. References herein to “2023”, “fiscal 2023” or “fiscal year 2023” refer to the fiscal year ended December 30, 2023.
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.
In 2023, we rolled out new values of Respect, Customer Focus, Agility, and Collaboration. We embed these values and behaviors in our talent processes and practices to help us evolve our already strong culture. The power of a team environment where everyone can contribute and thrive allows us to enact our strategy and deliver results today and into the future.
Our values of Respect, Customer Focus, Agility, and Collaboration and their associated behaviors are embedded in our talent processes and practices to help us evolve our already strong culture. The power of a team environment where everyone can contribute and thrive allows us to enact our strategy and deliver results today and into the future.
References herein to “2022”, “fiscal 2022” or “fiscal year 2022” refer to the fiscal year ended December 31, 2022. References herein to “2021”, “fiscal 2021” or “fiscal year 2021” refer to the fiscal year ended January 1, 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 “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.
Net sales in the Company’s three geographic regions, based upon the shipped-to destination, are as follows: Fiscal Year (in millions) 2023 2022 2021 Americas $ 901.5 $ 992.3 $ 694.3 Asia-Pacific 898.9 1,019.9 955.7 Europe 562.3 501.7 429.9 Total $ 2,362.7 $ 2,513.9 $ 2,079.9 The Company’s products are sold worldwide through distributors, direct sales force and manufacturers’ representatives in certain regions.
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.
The 2023 acquisition of Western Automation significantly expanded the Company's electrical shock protection devices portfolios, which primarily serves a broad range of high-growth end markets, including e-Mobility off-board 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.
Net sales by segment for the periods indicated are as follows: 5 Table of Contents Fiscal Year (in millions) 2023 2022 2021 Electronics $ 1,350.4 $ 1,492.8 $ 1,300.7 Transportation 678.3 716.2 528.1 Industrial 334.0 304.9 251.1 Total $ 2,362.7 $ 2,513.9 $ 2,079.9 The Company 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) 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.
We are committed to meeting or exceeding EHS compliance requirements through internal and independent third-party audits. We strive for EHS excellence by implementing and maintaining an effective EHS Management System that establishes objectives, targets and programs to achieve continual improvement. training and tools are provided to all appropriate individuals in order to maintain a safe and healthy work environment.
We strive for EHS excellence by implementing and maintaining an effective EHS Management System that establishes objectives, targets and programs to achieve continual improvement. Training and tools are provided to all appropriate individuals in order to maintain a safe and healthy work environment.
The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing.
The 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.
Every Littelfuse employee, customer, and partner has the potential to drive positive change – environmentally, socially, and ethically. Together, we’re shaping a future defined by sustainable choices and conscientious actions. Sustainability is more than just a concept; it’s integrated into the Company’s business strategy, processes, and daily actions. Innovation and collaboration are at the heart of its sustainability journey.
Every Littelfuse employee, customer, and partner has the potential to drive positive change – environmentally, socially, and ethically. Together, we’re shaping a future defined by sustainable choices and conscientious actions. Innovation and collaboration are at the heart of the Company's sustainability journey.
In selected areas, the Company also uses distributors to service smaller customers and to provide supply chain fulfillment for certain customers. The Company also leverages its transportation customer relationships to sell products from the Electronics and Industrial segments into transportation end markets, primarily to Tier One and OEM automotive customers. Respective revenues are reported in the Electronics and Industrial segments.
The Company also leverages its transportation customer relationships to sell products from the Electronics and Industrial segments into transportation end markets, primarily to Tier One and OEM automotive customers. Respective revenues are reported in the Electronics and Industrial segments.
Governance & Oversight The Chief Human Resources Officer ("CHRO") is responsible for developing and executing the Company’s human capital strategy. This includes establishing and implementing global policies and programs for leadership and employee development, compensation, benefits, workforce planning, human resources systems, and ensuring effective and efficient internal company operations.
This includes establishing and implementing global policies and programs for leadership and employee development, compensation, benefits, workforce planning, human resources systems, and ensuring effective and efficient internal company operations. The CHRO is responsible for developing and integrating the Company’s diversity, inclusion, and belonging strategy in its business operations.
The CHRO is responsible for developing and integrating the Company’s diversity, inclusion, and belonging strategy in its business operations. The Chief Executive Officer ("CEO") and CHRO regularly update the Company's Board of Directors on human capital matters. 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. 9 Table of Contents Our Values & Culture Littelfuse core values have been instrumental in driving success for our business.
The Company paid 37.2 million Euro down payment (approximately $40.5 million) with cash on hand. • Western Automation: On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash.
The acquisition was funded with the Company’s cash on hand. • Western Automation: On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash.
This helps to minimize the transportation of materials, and ultimately reduces the Company’s environmental footprint by decreasing emissions, consistent with its sustainability strategy. For critical materials, the Company looks to diversify its supplier base by prequalifying second sources. SALES AND MARKETING The Company goes to market through selling organizations consisting of worldwide direct sales personnel, distribution partners and manufacturers’ representatives.
For critical materials, the Company looks to diversify its supplier base by prequalifying second sources. SALES AND MARKETING The Company goes to market through selling organizations consisting of worldwide direct sales personnel, distribution partners and manufacturers’ representatives.
The transaction did not have a material impact on the Company’s fiscal year 2023 financial results and is not expected to have a material impact on the Company's 2024 financial results and will be reported in the semiconductor business within the Company’s Electronics segment.
The 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.
Products include fuses and fuse accessories, PTC resettable fuses, ESD suppressors, varistors, gas discharge tubes, and semiconductor products such as discrete TVS diodes, TVS diode arrays, and protection thyristors. The need for complex sensor technologies continues to grow, as products become increasingly sophisticated, smarter and more connected.
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.
BACKLOG The backlog of unfilled orders at December 30, 2023 was approximately $1,046.9 million, compared to $1,646.1 million at December 31, 2022 with the decrease primarily driven by a reduction in the Electronics segment.
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.
As we continue to grow, we recognize the need to continuously evaluate our environment, health, and safety (EHS) organization. In 2023, we invested in adding resources to our H&S program to meet our obligations to provide a safe and secure working environment for our employees.
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.
The fulfillment of these products is primarily through our broad line distribution partners, including global distributors such as Arrow Electronics, Inc., Future Electronics and TTI, Inc., regional and high service distributors, including Digi-Key and Mouser, as well as directly to OEM's. 8 Table of Contents Transportation Segment The Company primarily uses a direct sales force to service major automotive and commercial vehicle OEMs, system suppliers, and Tier One automotive and aftermarket customers globally.
The fulfillment of these products is primarily through our broad line distribution partners, including global distributors such as Arrow Electronics, Inc., Future Electronics and TTI, Inc., regional and high service distributors, including Digi-Key and Mouser, as well as directly to OEM's.
These overarching pillars guide our actions while providing us with the flexibility to serve the diverse needs of our local communities. We donate directly as a Company, match employee donations, and sponsor and encourage volunteerism that enables meaningful change around the globe. 11 Table of Contents SUSTAINABILITY The Company is committed to empowering change on its sustainability journey.
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.
The contents of the Company's Sustainability Reports and website are not incorporated by reference in this Annual Report on Form 10-K. ENVIRONMENTAL REGULATION The Company is subject to numerous foreign, federal, state, and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety and health.
ENVIRONMENTAL REGULATION The Company is subject to numerous foreign, federal, state, and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety and health.
The Company conducts enterprise-wide, global talent review processes with the CEO, business unit and function leaders focusing on the Company's high-performing and high-potential talent, diverse talent, and succession plans for the Company's most critical roles, as well as the development of our key talent.
The Company conducts enterprise-wide, global talent review processes with the CEO, business unit and function leaders focusing future leadership talent with high potential, and succession plans for the Company's most critical roles. Also, the Company's Board of Directors reviews and assesses management development plans for senior executives and the succession plans relating to those critical positions.
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.
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.
Talent Management, Development & Succession Planning 10 Table of Contents Building and maintaining a strong talent pipeline is essential to sustained performance and achievement of the Company's growth strategy. The leadership team incorporates talent strategy into the annual business strategy review process to ensure the Company has the capabilities and capacity to meet current and future goals and objectives.
The leadership team incorporates talent strategy into the annual business strategy review process to ensure the Company has the capabilities and capacity to meet current and future goals and objectives.
The Company hires bright minds who want to make a big impact and are committed to improve the safety, reliability and performance of our customers’ products that use electrical energy.
HUMAN CAPITAL MANAGEMENT A passion for engineering excellence and an innovative spirit have been a part of what it means to work at Littelfuse since its founding in 1927. The Company hires bright minds who want to make a big impact and are committed to improve the safety, reliability and performance of our customers’ products that use electrical energy.
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.
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.
MANUFACTURING The Company’s manufacturing facilities are in China, France, Germany, India, Ireland, Italy, Japan, Lithuania, Mexico, Philippines, the U.K., the U.S., and Vietnam. The Company performs the majority of its own fabrication and maintains in-house capabilities for metal stamping, surface mount assembly, plating (silver, nickel, zinc, and oxides) thermoplastic molding, and high-precision manufacturing, miniaturization and haptics.
The Company performs the majority of its own fabrication and maintains in-house capabilities for metal stamping, surface mount assembly, plating (silver, nickel, zinc, and oxides) thermoplastic molding, and high-precision manufacturing, miniaturization and haptics. In addition, the Company fabricates semiconductor wafers for certain applications and maintains in-house capability for epitaxy fabrication, die attach, and wafer probe testing.
Leadership is accountable for creating a diverse team and inclusive work environment. We incorporate such accountability in our annual performance process for our senior leaders. Our Diversity, Inclusion, and Belonging Council, consisting of diverse global leaders from across the organization, helps to evolve and advance programs to further improve diversity, inclusion, and belonging in each region.
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.
Efforts to enhance capabilities in this area include the creation of functional career paths and skills, early career talent pipelines and programs, including internships and other college/university recruitment programs. More specifically, accelerated development programs (e.g. such as the Company's global RISE engineering program) have been implemented to strengthen the pipeline of talent required to sustain business growth.
The Company is also actively investing in identifying and developing the pipeline of future global leaders and technical experts. Efforts to enhance capabilities in this area include the creation of functional career paths and skills, early career talent pipelines and programs, including internships and other college/university recruitment programs.
Through the growth of its product portfolio within the segment, the Company has expanded its presence across the industrial, transportation and electronics end markets it serves.
The 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.
Employee Data On December 30, 2023, the Company had approximately 17,000 full-time, part-time and temporary employees; of which 51% are female and 49% are male; and of which 49%, 39% and 12% are located in the Americas, Asia-Pacific region, and Europe, respectively.
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.
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.
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 leadership competency model provides a foundation for growth and development as leaders advance in their careers. The Company is also actively investing in identifying and developing the pipeline of future global leaders and technical experts.
The Company utilizes a leadership competency model to highlight the competencies and behaviors for success that strengthen the Company’s values and culture. The leadership competency model provides a foundation for growth and development as leaders advance in their careers with the Company.
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Therefore, the financial results of certain fiscal years and the associated 14 week quarters will not be exactly comparable to the 52 week fiscal years and the associated quarters having only 13 weeks. As a result of using this convention, the fiscal year 2021 contained 53 weeks while each of fiscal 2022 and fiscal 2023 contained 52 weeks.
Added
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.
Removed
The Company's resilient growth strategy and business model has delivered sustained double-digit sales and earnings growth over the last five, ten and fifteen years. Recent Acquisitions • Dortmund Fab: On June 28, 2023, the Company entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE.
Added
The Company regularly applies for patent protection on such new products.
Removed
The acquisition of the Dortmund Fab is expected to close in early fiscal year 2025.
Added
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.
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Sensor products in the Segment are used in a wide variety of applications including appliances, building and home automation, industrial controls, and commercial vehicles.
Added
Transportation Segment The Company primarily uses a direct sales force to service major automotive and commercial vehicle OEMs, system suppliers, and Tier One automotive and aftermarket customers globally. In selected areas, the Company also uses distributors to service smaller customers and to provide supply chain fulfillment for certain customers.
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In addition, the Company fabricates semiconductor wafers for certain applications and maintains in-house capability for epitaxy fabrication, die attach, and wafer probe testing. After sub-components are readied for assembly, final assembly is accomplished on fully automatic and semi-automatic assembly machines.
Added
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.
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Substantially all the orders currently in backlog are scheduled for delivery in 2024. 9 Table of Contents HUMAN CAPITAL MANAGEMENT A passion for engineering excellence and an innovative spirit have been a part of what it means to work at Littelfuse since its founding in 1927.
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In 2024, globally 51% of our employees are female and 49% are male; 24.2% of our leaders are female. In US, 38.5% of our associates are racial or ethnic diverse, and 4.5% of our associates are Black and African American.
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As an industrial technology manufacturing company, we are committed to challenging the status quo by strengthening existing and building new female talent pipelines to improve gender equity. To demonstrate such commitment, the Company established an aspirational goal of achieving at least 25% female leadership representation globally by 2026.
Added
To support our commitment to sustainability, our Chief Legal Officer is the executive sponsor of our program, and we provide regular updates to our Nominating and Governance Committee of the Board of Directors that has oversight responsibility of the sustainability program.
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In 2023, female leadership increased by 1.5% to 22.5% as compared to previous year, while overall, 51% of the Company’s associates identify as female. We also believe that our workforce should be fully representative of the communities where it operates.
Added
Further, we conducted our first Double Materiality Assessment in 2024 for future regulatory disclosures. Information on the Company’s areas of focus within its sustainability program is available in the Company's Sustainability Reports, located on the Company's website at https://www.littelfuse.com/about-us/sustainability.aspx. The contents of the Company's Sustainability Reports and website are not incorporated by reference in this Annual Report on Form 10-K.
Removed
The Company also established an aspirational goal to increase the representation of Black African American employees in the U.S. to at least 5% by 2026. As a result of the continued effort on recruiting, developing and retaining talent, Black African American representation has remained relatively steady at 3.4% in 2023 as compared to the previous year.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs of the end of 2023, many of the European Union countries have already enacted these rules effective for years beginning on or after December 31, 2023. 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.
Biggest changeDuring 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%.
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires disclosure of use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries and efforts to prevent the use of such minerals. In the semiconductor industry, these minerals are most commonly found in metals.
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires disclosure of the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries and efforts to prevent the use of such minerals. In the semiconductor industry, these minerals are most commonly found in metals.
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 protecting its intellectual property.
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.
Potential regulations or standards could mandate more restrictive manufacturing requirements, such as stricter limits on greenhouse gas emissions and material used in production. Some jurisdictions have already passing such laws. For example, California enacted legislation in 2023 requiring disclosure of certain companies' greenhouse gas (GHG) emissions, climate-related financial risks, voluntary carbon offsets (VCOs), and certain climate-related emission claims.
Potential regulations or standards could mandate more restrictive manufacturing requirements, such as stricter limits on greenhouse gas emissions and material used in production. Some jurisdictions have already passed such laws. For example, California enacted legislation in 2023 requiring disclosure of certain companies' greenhouse gas ("GHG") emissions, climate-related financial risks, voluntary carbon offsets ("VCOs"), and certain climate-related emission claims.
Increased government or governmental bodies contemplating legislative and regulatory changes in response to the potential impact of climate change could impose significant costs on us and our suppliers and customers, including increased cost of 14 Table of Contents materials and natural resources, sources and supply of energy, capital equipment, environmental monitoring and reporting, or other costs to comply with such regulations.
Increased government or governmental bodies contemplating legislative and regulatory changes in response to the potential impact of climate change could impose significant costs on us and our suppliers and customers, including increased cost of materials and natural resources, sources and supply of energy, capital equipment, environmental monitoring and reporting, or other costs to comply with such regulations.
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.
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 volatility of the stock price may be related to any number of factors, such as volatility in the financial markets, general macroeconomic conditions, industry conditions, market expectations concerning the Company’s results of operations, or the volatility of its revenues as discussed above under “The Company’s revenues may vary significantly from period to period.” The historic market price of the Company’s common stock may not be indicative of future market prices.
The 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 Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for income taxes. However, there can be no assurance as to the outcome of these examinations. 16 Table of Contents The Company’s ability to manage currency or commodity price fluctuations or supply shortages is limited.
The Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for income taxes. However, there can be no assurance as to the outcome of these examinations. The Company’s ability to manage currency or commodity price fluctuations or supply shortages is limited.
The Company’s most significant net short exposures are to the Chinese renminbi, Mexican peso, and Philippine peso. Changes in foreign exchange rates could have an adverse effect on the Company's results of operations, financial position and cash flows. The Company’s revenues may vary significantly from period to period.
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.
The Company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security. 18 Table of Contents The Company relies on its information technology systems and networks in connection with many of its business activities.
The Company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security. The Company relies on its information technology systems and networks in connection with many of its business activities.
A decline in expected profitability of the Company or individual reporting units of the Company could result in the impairment of assets, including goodwill and other long-lived assets. 17 Table of Contents The Company continues to hold material amounts of goodwill and other long-lived assets on its balance sheet.
A decline in expected profitability of the Company or individual reporting units of the Company could result in the impairment of assets, including goodwill and other long-lived assets. The Company continues to hold material amounts of goodwill and other long-lived assets on its balance sheet.
Any of these factors may adversely affect the Company’s financial condition and results of operations. Disruptions in the Company’s manufacturing, supply or distribution chain could result in an adverse impact on results of operations. The Company sources materials and sells product through various global network channels. A disruption could occur within the Company’s manufacturing, distribution or supply chain network.
Any of these factors may adversely affect the Company’s financial condition and results of operations. Disruptions in the Company’s manufacturing, supply or distribution chain could result in an adverse impact on results of operations. The Company sources materials and sells products through various global networks. A disruption could occur within the Company’s manufacturing, distribution or supply chain network.
This in turn could require us to materially increase prices to our customers which may reduce demand, or, if we do not or are unable to increase prices, could result in lower margins on products sold.
These factors in turn could require us to materially increase prices to our customers which may reduce demand, or, if we do not or are unable to increase prices, could result in lower margins on products sold.
The bankruptcy or insolvency of a major customer could result in lower sales revenue and cause a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.
The bankruptcy or insolvency of a major customer could adversely affect the Company. The bankruptcy or insolvency of a major customer could result in lower sales revenue and cause a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.
This could include damage or destruction due to various causes including natural disasters or political instability which would cause one or more of these network channels to become non-operational.
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.
Further deterioration of economic conditions or outlook, such as lower economic growth, recession or fears of recession in China may adversely affect the demand for or profitability of our products and services. Many of the Company's key customers are located outside of U.S. and maintain global operations.
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.
Additionally, continued geo-political issues may result in customers in China 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.
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. The Company is exposed to political, economic, and other risks that arise from operating a multinational business.
The tax holiday for one of the subsidiaries expired at the end of 2022 but was later extended for an additional three years, retroactive to include all of 2023, as well as 2024 and 2025, and for the other subsidiary the tax holiday expired at the end of 2023.
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 Company’s income tax rate in certain non-U.S. jurisdictions is lower than 15%. Once these minimum tax rules are effective, they could have a significant adverse effect on the Company’s future effective tax rate and cash flows. The Company has two subsidiaries in China which benefit from lower income tax rates due to “tax holidays” which apply for three-year periods.
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.
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. 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.
Based on the broad scope of its product lines, the Company believes that the loss or expiration of any single intellectual property right would not have a material adverse effect upon its consolidated results of operations, financial position and cash flows; however, multiple losses or expirations could have a material adverse effect upon the Company’s consolidated results of operations, financial position and cash flows.
The 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 31, 2022 and December 30, 2023, the closing sale price of the Company’s common stock ranged between a low of $212.8 and a high of $309.9.
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.
Such an occurrence could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows. The bankruptcy or insolvency of a major customer could adversely affect the Company.
Such an occurrence could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.
Economic conditions in China have been, and may continue to be, volatile and uncertain. In addition, the legal and regulatory system in China continues to evolve and is subject to change. There also continues to be significant uncertainty about the relationship between the U.S. and China, including with respect to geopolitics, trade policies, treaties, government regulations, and tariffs.
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.
Any failure to comply with new or existing environmental laws or regulations could subject the Company to significant liabilities and could have a material adverse effect on its consolidated results of operations, financial position and cash flows.
Any failure to comply with new or existing environmental laws or regulations could subject the Company to significant liabilities and could have a material adverse effect on its consolidated results of operations, financial position and cash flows. Further, the Trump administration and newly elected Congress and appointed agency chairs may seek sweeping changes in environmental regulation.
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 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'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 2023, including approximately 23% to China, which decreased from 25% in fiscal 2022.
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 may be subject to additional common law claims if it releases substances that damage or harm third parties. In addition, future changes in environmental laws or regulations may require additional investments in capital equipment or the implementation of additional compliance programs.
The Company may be subject to additional common law claims if it releases substances that damage or harm third parties.
Any of these factors could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows. 15 Table of Contents 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 the Russia-Ukraine and Israel-Hamas wars, particularly if they escalate, are uncertain. Environmental liabilities could adversely impact the Company’s financial position.
A work stoppage could occur at certain Company facilities, most likely as a result of disputes under collective bargaining agreements or in connection with negotiations of new collective bargaining agreements.
A work stoppage could occur at certain Company facilities, most likely as a result of disputes under collective bargaining agreements or in connection with negotiations of new collective bargaining agreements. Further, our reliance on international supply chain systems exposes us to potential interruptions and delays cause by transportation labor shortages, including dock worker stoppages and freight carrier disruptions.
Any future climate change regulations could also adversely impact our ability to compete with companies not subject to such regulations. Changes in U.S. and other countries trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
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.
Added
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.
Added
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.
Added
This could subject the Company to product liability or warranty claims, which could lead to significant expenses, including recall, repair, and/or replacement costs and, potentially breach of contract or other damage claims, all of which could materially adversely affect the Company’s financial results.
Added
This is particularly true if the Company does not discover these issues until after the products have been sold and deployed. In addition to expenses directly attributable to product defects, the Company’s reputation and ability to attract and retain customers may be harmed.
Added
Further, significant warranty and product liability claims may, among other things, result in the need for significant reserves, divert management’s and other personnel’s attention, cause production delays, impact on-time delivery of products to other customers, reduce margins, and delay recognition of revenues.
Added
It is also possible that end users of customers’ products may make claims against the Company, resulting in additional defense costs and potential damages.
Added
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.
Added
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.
Added
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.
Added
Future environmental laws, regulations, standards and other obligations as well as changes in the interpretation of existing environmental laws, regulations, standards and other obligations could impair our ability to operate our business, such as through increased compliance costs and procedures, additional investments in capital equipment and distraction of management from other operational and strategic matters.
Added
For example, in June 2024 in Loper Bright Enterprises v. Raimondo ("Loper"), the Supreme Court’s holding that courts need not defer to a governmental agency’s interpretation of an ambiguous statute that it administers may result in increased challenges, changes to existing agency regulations, and uncertainty as to how courts may interpret agency regulations in the future.
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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.
Added
There were no impairment charges recorded during the fiscal years of 2023 and 2022.
Added
In addition, during the fourth quarter of 2024, the Company recorded non-cash impairment charges of $47.8 million for the impairment of intangible assets, including $47.6 million related to the impairment of certain acquired customer relationships, developed technology, and tradename intangible assets in the Industrial controls and sensors reporting unit within the Industrial segment.
Added
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
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.
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A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to the preparation and accurate presentation of financial statements.
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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.
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Such failure may, ultimately, have an adverse effect on the trading price of our common stock. Further, controls may become inadequate over time because of changes in conditions or the degree of compliance with the policies may deteriorate.
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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.
Added
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
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
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
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
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
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
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.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee of the Board of Directors is tasked with reviewing the Company’s policies and procedures related to cybersecurity risks and incidents.
Biggest changeThese 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.
The Company has experienced and will continue to experience cyber-attacks, attempts to breach its systems, and other similar incidents, however we do not believe that the prior cyber incidents have materially affected or currently are reasonably likely to materially affect the Company.
The Company has experienced and will continue to experience cyber-attacks, attempts to breach its systems, and other similar incidents, however we do not believe that the prior cyber incidents have materially affected or are reasonably likely to materially affect the Company.
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") 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 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 19 Table of Contents and new technology upgrades and improvements.
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.
From an external assessment and monitoring perspective, Littelfuse engages third parties to monitor and report on known exploitable vulnerabilities, within and external to Littelfuse’s information technology (IT) ecosystems. These third parties provide assessment and vulnerability scanning tools to detect exploitable unauthorized access into the Littelfuse environments.
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.

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, Ireland, Italy, Japan, Lithuania, Mexico, Netherlands, Philippines, South Korea, Spain, U.K, the U.S., and Vietnam totaling approximately 5.0 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 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.
The Company’s owned facilities include approximately 2.6 million square feet and the Company’s leased facilities include approximately 2.4 million square feet. The Company’s corporate headquarters is located in the U.S. in Chicago, Illinois. The Company believes its facilities are adequate to meet its requirements for the foreseeable future.
The Company’s owned facilities include approximately 3.0 million square feet and the Company’s leased facilities include approximately 2.3 million square feet. The Company’s corporate headquarters is located in the U.S. in Rosemont, Illinois. The Company believes its facilities are adequate to meet its requirements for the foreseeable future.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+5 added−3 removed7 unchanged
Biggest changeCole 52 Senior Vice President, eMobility and Corporate Strategy Alexander Conrad 57 Senior Vice President and General Manager, Passenger Vehicle Business Peter Kim 51 Senior Vice President and General Manager, Industrial Business Chad Marak 44 Senior Vice President and General Manager, Semiconductor Products Deepak Nayar 64 Senior Vice President and General Manager, Electronics Business David W.
Biggest changeStafford 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.
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. 21 Table of Contents Peter Kim, Senior Vice President and General Manager, Industrial Business. Mr.
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.
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.
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.
Heinzmann, President and Chief Executive Officer and a member of the Board of Directors. Mr. Heinzmann began his career at Littelfuse in 1985 as a manufacturing engineer and has held positions of increasing responsibility since that time, including Vice President, Global Operations, from 2007 to 2014, and Chief Operating Officer from 2014 until assuming his current position in 2017.
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.
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. 22 Table of Contents PART II
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.
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 60 President and Chief Executive Officer Meenal A. Sethna 54 Executive Vice President and Chief Financial Officer Ryan K.
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.
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.
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.
Chu spent 15 years with General Electric Company, a high-tech industrial company, in a number of global human resources leadership roles across several of General Electric’s industrial businesses. Matthew J. Cole, Senior Vice President, eMobility and Corporate Strategy. Mr.
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.
Removed
Stafford 56 Executive Vice President, Mergers and Acquisitions, Chief Legal Officer and Corporate Secretary Maggie Chu 55 Senior Vice President and Chief Human Resources Officer Matthew J.
Added
Sethna 55 Executive Vice President and Chief Financial Officer Ryan K.
Removed
Cole joined Littelfuse in 2015 as Senior Vice President and General Manager, Industrial Business Unit, and in 2019 became Senior Vice President, Business Development and Corporate Strategy until assuming his current position in 2021. Prior to joining Littelfuse, Mr.
Added
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.
Removed
Cole served from 2009 to 2015 as Vice President and General Manager of the Advanced Measurement Technology division of AMETEK, a global leader in electronic instruments and electromechanical devices. Alexander Conrad, Senior Vice President and General Manager, Passenger Vehicle Business. Mr. Conrad joined Littelfuse in 2005 as Sales Manager, Germany & Eastern Europe.
Added
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.
Added
(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.
Added
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

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+3 added−2 removed2 unchanged
Biggest changeThe Company did not repurchase shares of its common stock during the fiscal year ended December 30, 2023. There are $300 million in the aggregate of shares available for purchase under the program as of December 30, 2023.
Biggest changeDuring the fiscal years of 2023 and 2022, the Company did not repurchase any shares of its common stock.
Returns for the Company’s fiscal years presented above are as of the last day of the respective fiscal year which was December 28, 2019, December 26, 2020, January 1, 2022, December 31, 2022 and December 30, 2023 for the fiscal years 2019, 2020, 2021, 2022 and 2023, respectively. 24 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 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.]
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 30, 2023.
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.
For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 29, 2018 and reinvestment of all dividends is assumed.
For Littelfuse, Inc. and all indexes noted above, a $100 investment made on December 28, 2019 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 February 9, 2024, there were 55 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 March 7, 2025, there were 51 holders of record of the Company’s common stock.
Purchases of Equity Securities On April 28, 2021, the Company announced that the Board of Directors authorized a three-year program to repurchase 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.
Purchases of Equity Securities 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").
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 23 Table of Contents 12/2018 12/2019 12/2020 12/2021 12/2022 12/2023 Littelfuse, Inc. $ 100 $ 113 $ 152 $ 189 $ 133 $ 164 Russell 1000 100 131 159 201 163 206 Dow Jones US Electrical Components & Equipment 100 124 149 187 154 197 The Dow Jones Electrical Components and Equipment Industry Group Index includes the common stock of AMETEK, Inc.; Amphenol Corp.; Arrow Electronics, Inc.; Avnet, Inc.; Eaton Corp plc; Emerson Electric Co.; Hubbell Inc.; Jabil Circuit, Inc.; Littelfuse, Inc.; Methode Electronics, Inc.; Regal Rexnord Corp.; Sensata Technologies Holding plc.; and TE Connectivity Ltd.
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.
Removed
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.
Added
On April 25, 2024, the Company's Board of Directors authorized a new three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period May 1, 2024 to April 30, 2027 ("2024 program") to replace the expired 2021 program.
Removed
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.
Added
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.
Added
The table below presents shares of the Company’s common stock which were acquired by the Company during the fiscal year ended December 28, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum dollar value of shares that may yet be purchased under the plans 2021 Program: February 25 through March 30 70,280 $ 229.53 70,280 $ 283,867,325 March 31 through April 30 100,131 $ 226.95 100,131 $ 261,142,586 2024 Program: May 1 through May 25 8,900 $ 225.35 8,900 $ 297,994,349 Total 179,311 $ 227.88 8,900 $ 297,994,349 Stock Performance Graph The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing. 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.

Item 7. Management's Discussion & Analysis

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

104 edited+75 added−35 removed114 unchanged
Biggest changeThe following table is a summary of the Company’s net sales and operating income by segment: Fiscal Year (in millions) 2022 2021 Change % Change Electronics $ 1,492.8 $ 1,300.7 $ 192.1 14.8 % Transportation 716.2 528.1 188.1 35.6 % Industrial 304.9 251.1 53.8 21.4 % Total $ 2,513.9 $ 2,079.9 $ 434.0 20.9 % 33 Table of Contents Operating Income Fiscal Year (in millions) 2022 2021 Change % Change Electronics $ 431.6 $ 309.6 $ 122.0 39.4 % Transportation 63.5 66.0 (2.5) (3.7) % Industrial 48.9 22.6 26.3 116.0 % Other (a) (43.2) (12.6) (30.6) Total $ 500.8 $ 385.6 $ 115.2 29.9 % (a) Included in “Other” Operating income for 2022 was $17.6 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million non-cash impairment charge for certain acquired technology and patent intangible assets due to a change in use and projected cash flows within the Electronics segment in the fourth quarter of 2022.
Biggest changeThe 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.
If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience and to reflect these conditions and forecasts.
If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience to reflect these conditions and forecasts.
The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible.
The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible.
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.
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.
Revolving Credit Facility On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (as so amended and restated, the “Credit Agreement”) to effect certain changes, including, among other changes: (i) adding a $300 million unsecured term loan credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based interest rate benchmarks and modifying performance-based interest rate margins; and (iv) extending the maturity date to June 30, 2027 (the “Maturity Date”).
Revolving Credit Facility and Term Loan On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (as so amended and restated, the “Credit Agreement”) to effect certain changes, including, among other changes: (i) adding a $300 million unsecured term loan credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based interest rate benchmarks and modifying performance-based interest rate margins; and (iv) extending the maturity date to June 30, 2027 (the “Maturity Date”).
Fiscal year 2022 included $43.2 million of non-segment charges, of which $17.6 million related to legal and professional fees and other integration expenses primarily associated with the C&K and Carling acquisitions and other contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million intangible asset impairment charge within the Electronics segment in the fourth quarter of 2022.
Fiscal year 2022 included $43.2 million of non-segment charges, of which $17.6 million related to legal and professional fees and other integration expenses primarily associated with the C&K Switches and Carling acquisitions and other contemplated acquisitions, $15.6 million of purchase accounting inventory step-up charges, and $10.0 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $2.9 million intangible asset impairment charge within the Electronics segment in the fourth quarter of 2022.
The $106.7 million decrease in gross profit was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment, partially offset by the acquisition of C&K within the Electronics segment, and volume leverage and favorable product mix from the Industrial segment and $15.6 million or 0.6% of purchase accounting inventory charges recorded during the first nine months of 2022.
The $106.7 million decrease in gross profit was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment, partially offset by the acquisition of C&K Switches within the Electronics segment, and volume leverage and favorable product mix from the Industrial segment and $15.6 million or 0.6% of purchase accounting inventory charges recorded during the first nine months of 2022.
The sales decrease was mainly due to lower volume from the Electronics products business driven by inventory rebalancing at certain distributors and reduced demand across certain electronics markets, including consumer facing and personal electronics, and telecom, which more than offset the incremental net sales of $91.9 million from the C&K acquisition.
The sales decrease was mainly due to lower volume from the Electronics products business driven by inventory rebalancing at certain distributors and reduced demand across certain electronics markets, including consumer facing and personal electronics, and telecom, which more than offset the incremental net sales of $91.9 million from the C&K Switches acquisition.
Operating Income Operating income was $300.6 million, representing a decrease of $131.0 million, or 30.4%, in 2023 compared to $431.6 million in 2022. The decrease in operating income was primarily due to lower volume mainly driven from the Electronics products business, which more than offset the incremental volume from the C&K acquisition.
Operating Income Operating income was $300.6 million, representing a decrease of $131.0 million, or 30.4%, in 2023 compared to $431.6 million in 2022. The decrease in operating income was primarily due to lower volume mainly driven from the Electronics products business, which more than offset the incremental volume from the C&K Switches acquisition.
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 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 $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.
This program allows the distributor to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price.
This program allows the distributors to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price.
Factors which could trigger an impairment review include significant underperformance relative to historical or projected operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.
Factors which could trigger an impairment review include significant underperformance relative to historical or projected operating results, significant changes in the manner of use of the assets or the strategy for the overall business, and a significant decrease in the market value of the assets or significant negative industry or economic trends.
The increase in operating expenses of $33.3 million was primarily due to higher selling, general, and administrative expenses of $9.8 million, higher amortization expense of $10.1 million and research and development expenses of $6.8 million mainly due to the C&K and Western Automation acquisitions.
The increase in operating expenses of $33.3 million was primarily due to higher selling, general, and administrative expenses of $9.8 million, higher amortization expense of $10.1 million and research and development expenses of $6.8 million mainly due to the C&K Switches and Western Automation acquisitions.
Fiscal Year (in thousands, except % change) 2023 2022 Change % Change Net sales $ 2,362,657 $ 2,513,897 $ (151,240) (6.0) % Cost of sales 1,462,416 1,506,984 (44,568) (3.0) % Gross profit 900,241 1,006,913 (106,672) (10.6) % Operating expenses 539,379 506,087 33,292 6.6 % Operating income 360,862 500,826 (139,964) (27.9) % Other (income) expense, net (19,901) 7,207 (27,108) (376.1) % Income before income taxes 328,598 443,044 (114,446) (25.8) % Income taxes 69,113 69,738 (625) (0.9) % Net income 259,485 373,306 (113,821) (30.5) % Net Sales Net sales were $2,362.7 million, which decreased by $151.2 million, or 6.0% compared to 2022, including $0.7 million of favorable changes in foreign exchange rates for 2023 compared to 2022.
Fiscal Year (in thousands, except % change) 2023 2022 Change % Change Net sales $ 2,362,657 $ 2,513,897 $ (151,240) (6.0) % Cost of sales 1,462,416 1,506,984 (44,568) (3.0) % Gross profit 900,241 1,006,913 (106,672) (10.6) % Operating expenses 539,379 506,087 33,292 6.6 % Operating income 360,862 500,826 (139,964) (27.9) % Other (income) expense, net (19,901) 7,207 (27,108) (376.1) % Income before income taxes 328,598 443,044 (114,446) (25.8) % Income taxes 69,113 69,738 (625) (0.9) % Net income 259,485 373,306 (113,821) (30.5) % Net Sales 34 Table of Contents Net sales were $2,362.7 million, which decreased by $151.2 million, or 6.0% compared to 2022, including $0.7 million of favorable changes in foreign exchange rates for 2023 compared to 2022.
The 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 acquisition within the Electronics segment and higher sales within the Industrial segment compared to 2022.
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 decrease in net sales was primarily due to lower net sales from electronics products business within the Electronics segment and lower net sales from the commercial vehicle business within the Transportation segment, partially offset by incremental sales from C&K acquisition within the Electronics segment and Western Automation acquisition within in the Industrial segment compared to 2022.
The decrease in net sales was primarily due to lower net sales from electronics products business within the Electronics segment and lower net sales from the commercial vehicle business within the Transportation segment, partially offset by incremental sales from C&K Switches acquisition within the Electronics segment and Western Automation acquisition within in the Industrial segment compared to 2022.
The following table is a summary of the Company’s net sales and operating income by segment: 29 Table of Contents Net Sales Fiscal Year (in millions) 2023 2022 Change % Change Electronics $ 1,350.4 $ 1,492.8 $ (142.4) (9.5) % Transportation 678.3 716.2 (37.9) (5.3) % Industrial 334.0 304.9 29.1 9.5 % Total $ 2,362.7 $ 2,513.9 $ (151.2) (6.0) % Operating Income Fiscal Year (in millions) 2023 2022 Change % Change Electronics $ 300.6 $ 431.6 $ (131.0) (30.4) % Transportation 33.7 63.5 (29.8) (47.0) % Industrial 54.8 48.9 5.9 12.1 % Other (a) (28.2) (43.2) 15.0 Total $ 360.9 $ 500.8 $ (139.9) (30.9) % (a) Included in “Other” Operating income for the 2023 was $28.2 million of non-segment charges, of which $11.7 million was for legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $16.5 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment.
The following table is a summary of the Company’s net sales and operating income by segment: Net Sales Fiscal Year (in millions) 2023 2022 Change % Change Electronics $ 1,350.4 $ 1,492.8 $ (142.4) (9.5) % Transportation 678.3 716.2 (37.9) (5.3) % Industrial 334.0 304.9 29.1 9.5 % Total $ 2,362.7 $ 2,513.9 $ (151.2) (6.0) % Segment Operating Income Fiscal Year (in millions) 2023 2022 Change % Change Electronics $ 300.6 $ 431.6 $ (131.0) (30.4) % Transportation 33.7 63.5 (29.8) (47.0) % Industrial 54.8 48.9 5.9 12.1 % Total segment operating income 389.1 544.0 (154.9) Other (a) (28.2) (43.2) 15.0 Total Operating income $ 360.9 $ 500.8 $ (139.9) (30.9) % (a) Included in “Other” Operating income for the 2023 was $28.2 million of non-segment charges, of which $11.7 million was for legal and professional fees and other integration expenses related to completed and contemplated acquisitions, $16.5 million of restructuring, impairment and other charges, primarily related to employee termination costs and a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment.
These measures include organic sales growth, operating margins, cash flow from operations, and returns on invested capital. 26 Table of Contents Strategic Objectives Priorities Double-digit sales growth ● Increase product content with existing and new customers, and expand market share 5-7% average annual organic sales growth ● Expand presence (i.e. with portfolio and infrastructure) into new and underpenetrated, high-growth geographies and end markets 5-7% average annual growth from strategic acquisitions ● Increase innovation capabilities and investments ● Leverage breadth of go-to-market strategies ● Target mergers and acquisitions that enhance and sustain organic growth EPS growth ● Focus on higher profitability growth opportunities Earnings per share growth greater than revenue growth ● Improve operating margins through operational and commercial excellence ● Disciplined approach to balancing costs with long-term strategic investments Capital allocation and returns ● Disciplined management of working capital Cash flow from operations less capital expenditures (free cash flow) is targeted to approximate or exceed net income ● Deployment of capital consistent with capital allocation priorities Target 40% of free cash flow returned to shareholders ● Mergers and acquisitions that align with strategy and financial metrics Remainder focused on strategic acquisitions ● Grow dividend in line with earnings Return on invested capital percentage in the high-teens ● Opportunistic share repurchases The Company’s strategy is focused on accelerating organic growth by increasing its product content in applications and share gains, enhancing technology efforts to drive innovation, expanding its digital presence, capitalizing on cross segment opportunities, and gaining traction in niche, high-growth end markets.
Strategic Objectives Priorities Double-digit sales growth ● Increase product content with existing and new customers, and expand market share 5-7% average annual organic sales growth ● Expand presence (i.e. with portfolio and infrastructure) into new and underpenetrated, high-growth geographies and end markets 5-7% average annual growth from strategic acquisitions ● Increase innovation capabilities and investments ● Leverage breadth of go-to-market strategies ● Target mergers and acquisitions that enhance and sustain organic growth EPS growth ● Focus on higher profitability growth opportunities Earnings per share growth greater than revenue growth ● Improve operating margins through operational and commercial excellence ● Disciplined approach to balancing costs with long-term strategic investments Capital allocation and returns ● Disciplined management of working capital Cash flow from operations less capital expenditures (free cash flow) is targeted to approximate or exceed net income ● Deployment of capital consistent with capital allocation priorities Target 40% of free cash flow returned to shareholders ● Mergers and acquisitions that align with strategy and financial metrics Remainder focused on strategic acquisitions ● Grow dividend in line with earnings Return on invested capital percentage in the high-teens ● Opportunistic share repurchases The Company’s strategy is focused on accelerating organic growth by increasing its product content in applications and share gains, enhancing technology efforts to drive innovation, expanding its digital presence, capitalizing on cross segment opportunities, and gaining traction in niche, high-growth end markets.
Within transportation end markets, the Company’s products are found in passenger vehicles and commercial vehicles, like material handling equipment, heavy-duty truck and bus, off-road and recreational vehicles, construction equipment, agricultural machinery, rail, marine and aerospace. The Company is a key enabler of electrification, or eMobility, across these transportation applications.
Within transportation end markets, the Company’s products are found in passenger vehicles and commercial vehicles, like material handling equipment, heavy-duty truck and bus, off-road and recreational vehicles, construction equipment, agricultural machinery, rail, marine and aerospace. The Company is a key enabler of electrification across these transportation applications.
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. 27 Table of Contents Critical Estimates and Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principle ("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.
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.
These declines were partially offset by an increase of $16.5 million from 30 Table of Contents the passenger car products business driven by the ongoing electronification and electrification of vehicles and global passenger vehicle production growth. Operating Income Operating income was $33.7 million, representing a decrease of $29.8 million, or 47.0%, in 2023 compared to $63.5 million in 2022.
These declines were partially offset by an increase of $16.5 million from the passenger car products business driven by the ongoing electronification and electrification of vehicles and global passenger vehicle production growth. Operating Income Operating income was $33.7 million, representing a decrease of $29.8 million, or 47.0%, in 2023 compared to $63.5 million in 2022.
Operating margins decreased from 28.9% in 2022 to 22.3% in 2023 primarily due to the lower volume. Transportation Segment Net Sales Net sales in the Transportation segment decreased $37.9 million, or 5.3%, in 2023 compared to 2022 and included unfavorable changes in foreign exchange rates of $0.7 million or 0.1%.
Operating margins decreased from 28.9% in 2022 to 22.3% in 2023 primarily due to the lower volume. Transportation Segment Net Sales 36 Table of Contents Net sales in the Transportation segment decreased $37.9 million, or 5.3%, in 2023 compared to 2022 and included unfavorable changes in foreign exchange rates of $0.7 million or 0.1%.
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 30, 2023 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 28, 2024 are used for variable rate debt.
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.
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.
Recent Accounting Pronouncements Recently issued accounting standards and their estimated effect on the Company’s Consolidated Financial Statements are described in Note 1, Summary of Significant Accounting Policies and Other Information , of the Notes to Consolidated Financial Statements. 41 Table of Contents
Recent Accounting Pronouncements Recently issued accounting standards and their estimated effect on the Company’s Consolidated Financial Statements are described in Note 1, Summary of Significant Accounting Policies and Other Information , of the Notes to Consolidated Financial Statements.
Within industrial end markets, the Company’s products are found in renewable energy and energy storage applications, HVAC, factory automation and industrial safety, industrial motor drives and power conversion, EV charging infrastructure, and heavy and general industrial type applications.
Within industrial end markets, the Company’s products are found in renewable energy and energy storage applications, HVAC, factory automation and industrial safety, industrial motor drives and power conversion, electric vehicle charging infrastructure, and heavy and general industrial type applications.
Thus, for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense.
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.
The Company expects to make approximately $2.2 million of contributions to the plans and pay $2.1 million of benefits directly in 2024. For additional information, see Note 11, Benefit Plans , of the Notes to Consolidated Financial Statements. Dividends Cash dividends paid totaled $62.2 million, $55.9 million and $49.7 million for 2023, 2022 and 2021, respectively.
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.
Cash Flow from Financing Activities Net cash provided by financing activities was $310.2 million for the fiscal year 2022 compared to $69.0 million used in financing activities for the fiscal year 2021. On July 18, 2022, the Company issued and funded $100 million in aggregate principal amount of 4.33% U.S. Senior Notes, due 2032.
Cash Flow from Financing Activities Net cash used in financing activities was $185.7 million for the fiscal year 2023 compared to $310.2 million net cash provided by financing activities for the fiscal year 2022. On July 18, 2022, the Company issued and funded $100 million in aggregate principal amount of 4.33% U.S. Senior Notes, due 2032.
Europe European 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.
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.
At December 30, 2023, 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 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.
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 30, 2023 and December 31, 2022 were 5.6% and 5.8%, respectively.
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%.
In addition to the above contractual obligations and commitments, the Company had the following obligations at December 30, 2023: 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 30, 2023, the Company had a net unfunded status of $35.8 million.
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.
The Company also received proceeds of $0.7 million primarily from the sale of a property within the Transportation segment during the fiscal year 2022 as compared to proceeds of $15.4 million from the sale of buildings within the Electronics segment during the fiscal year 2021.
The Company also received proceeds of $0.8 million primarily from the sale of a property within the Electronics segment during the fiscal year 2023 as compared to proceeds of $0.7 million from the sale of a property within the Transportation segment during the fiscal year 2022.
Many of the associated projects have long lead-times and require commitments in advance of actual spending. 40 Table of Contents Share Repurchase Program On April 28, 2021, the Company announced that the Board of Directors authorized a three-year program to repurchase 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.
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").
Critical Accounting Policies Revenue Recognition Revenue Disaggregation The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 30, 2023 and December 31, 2022: Fiscal Year Ended December 30, 2023 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 767,393 $ — $ — $ 767,393 Electronics – Passive Products and Sensors 583,033 — — 583,033 Commercial Vehicle Products — 323,758 — 323,758 Passenger Car Products — 266,004 — 266,004 Automotive Sensors — 88,516 — 88,516 Industrial Products — — 333,953 333,953 Total $ 1,350,426 $ 678,278 $ 333,953 $ 2,362,657 Fiscal Year Ended December 31, 2022 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 802,281 $ — $ — $ 802,281 Electronics – Passive Products and Sensors 690,538 — — 690,538 Commercial Vehicle Products — 374,707 — 374,707 Passenger Car Products — 249,470 — 249,470 Automotive Sensors — 91,963 — 91,963 Industrial Products — — 304,938 304,938 Total $ 1,492,819 $ 716,140 $ 304,938 $ 2,513,897 See Note 16, Segment Information, for net sales by segment and countries.
Critical Accounting Policies Revenue Recognition Revenue Disaggregation The following table disaggregates the Company’s revenue by primary business units for the fiscal years ended December 28, 2024 and December 30, 2023: Fiscal Year Ended December 28, 2024 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 615,372 $ — $ — $ 615,372 Electronics – Passive Products and Sensors 571,401 — — 571,401 Commercial Vehicle Products — 320,549 — 320,549 Passenger Car Products — 278,332 — 278,332 Automotive Sensors — 73,553 — 73,553 Industrial Products — — 331,561 331,561 Total $ 1,186,773 $ 672,434 $ 331,561 $ 2,190,768 Fiscal Year Ended December 30, 2023 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 767,393 $ — $ — $ 767,393 Electronics – Passive Products and Sensors 583,033 — — 583,033 Commercial Vehicle Products — 323,758 — 323,758 Passenger Car Products — 266,004 — 266,004 Automotive Sensors — 88,516 — 88,516 Industrial Products — — 333,953 333,953 Total $ 1,350,426 $ 678,278 $ 333,953 $ 2,362,657 Fiscal Year Ended December 31, 2022 (in thousands) Electronics Segment Transportation Segment Industrial Segment Total Electronics – Semiconductor $ 802,281 $ — $ — $ 802,281 Electronics – Passive Products and Sensors 690,538 — — 690,538 Commercial Vehicle Products — 374,707 — 374,707 Passenger Car Products — 249,470 — 249,470 Automotive Sensors — 91,963 — 91,963 Industrial Products — — 304,938 304,938 Total $ 1,492,819 $ 716,140 $ 304,938 $ 2,513,897 See Note 16, Segment Information, for net sales by segment and country.
With respect to the remaining $162.6 million, the Company has recognized deferred tax liabilities on approximately $106.3 million as of December 30, 2023 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 $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.
On June 30, 2022, the Company amended and restated its Credit Agreement and borrowed $300.0 million through a term loan. During the fiscal year 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022 and $3.8 million on the term loan.
On June 30, 2022, the Company amended and restated its Credit Agreement and borrowed $300.0 million through a term loan. During the fiscal year 2023, the Company paid $121.3 million (€117 million) of Euro Senior Notes, Series A due 2023 and $7.5 million on the term loan. During the fiscal year 2022, the Company paid $25.0 million of U.S.
Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017. On December 8, 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023.
During the fiscal year ended December 30, 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.
During the fiscal year ended December 30, 2023, the Company made term loan payments of $7.5 million. The revolving loan and term loan balance under the Credit Facility was $100.0 million and $288.8 million, respectively, as of December 30, 2023.
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.
On January 25, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.65 per share, payable on March 7, 2024 to stockholders of record as of February 22, 2024. Capital Resources The Company expends capital to support its operating and strategic plans.
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.
The sales decrease was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset $105.1 million or 4.2% of incremental net sales from the C&K and Western Automation acquisitions and higher volume from the Industrial segment. 28 Table of Contents Cost of Sales Cost of sales was $1,462.4 million, or 61.9% of net sales, in 2023, compared to $1,507.0 million, or 59.9% of net sales, in 2022.
The sales decrease was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset $105.1 million or 4.2% of incremental net sales from the C&K Switches and Western Automation acquisitions and higher volume from the Industrial segment.
As of December 30, 2023, the effective interest rate on unhedged portion of the outstanding borrowings under the credit facility was 6.71%, and 4.13% on the hedged portion. 36 Table of Contents As of December 30, 2023, the Company had $0.2 outstanding letters of credit and had available $599.8 million of borrowing capacity under the revolving credit facility.
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.
Based on the analysis, the Company records adjustments to inventory for excess quantities, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, inventory reserves have been adequate to reflect inventory at net realizable value.
Based on the analysis, the Company records adjustments to inventory for excess quantities, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, inventory reserves have been adequate to reflect inventory at net realizable value. Environmental Liabilities Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure.
BUSINESS For a description of the Company’s business, segments and product offerings, see Item 1, Business . 2023 EXECUTIVE OVERVIEW Net sales were $2,362.7 million, which decreased by $151.2 million or 6.0% in 2023 compared to 2022 including $0.7 million favorable changes in foreign exchange rates.
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.
As of December 30, 2023, $376.9 million of the Company's $555.5 million cash and cash equivalents was held by non-U.S. subsidiaries. Of the $376.9 million, at least $214.3 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 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.
In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events. There were no impairment charges recorded during the fiscal years of 2023, 2022 and 2021.
In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events.
As of December 30, 2023, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions. Acquisitions On June 28, 2023, the Company entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE.
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.
The Company does not have any direct operations in Ukraine or Russia. 25 Table of Contents OUTLOOK Vision and Strategy The Company closely collaborates with strategic customers to design and manufacture innovative and reliable solutions to help empower a sustainable, connected, and safer world in virtually every market that uses electrical energy.
OUTLOOK Vision and Strategy The Company closely collaborates with strategic customers to design and manufacture innovative and reliable solutions to help empower a sustainable, connected, and safer world in virtually every market that uses electrical energy.
The Company’s five-year strategic plan, built around these structural growth themes, is focused on delivering top-tier shareholder returns by driving double-digit sales growth, best-in-class profitability, earnings per share growth, strong cash flow generation, and deploying capital to drive value creation. The Company pursues the following major strategic objectives, which are summarized below, along with more specific areas of focus.
The Company’s five-year strategic plan, built around these structural growth themes, is focused on delivering top-tier shareholder returns by driving double-digit sales growth, best-in-class profitability, earnings per share growth, strong cash flow 27 Table of Contents generation, and deploying capital to drive value creation.
Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S.
Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $25 million of U.S.
The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) was made with cash on hand and recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing.
The 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 increase in net sales was primarily due to incremental sales from the C&K acquisition and higher volume and price realization from the semiconductor products business within the Electronics segment and incremental sales from the Carling acquisition included in the commercial vehicle products business, partially offset by lower net sales from the electronics products and passenger car products businesses.
The decrease in net sales was primarily due to lower volume from the semiconductor business within the Electronics segment, partially offset by higher volume from the Industrial segment and the commercial vehicle and passenger car products businesses within the Transportation segment compared to 2023.
Quantitative Assessment for Impairment For the seven reporting units with goodwill, the Company compares the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds the estimated fair value, the difference between the estimated fair value and carrying value is recorded as the amount of the goodwill impairment charge.
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.
Fiscal year 2022 also included approximately $24.4 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Philippine peso, Sterling, and Chinese renminbi against the U.S. dollar, while fiscal year 2021 included approximately $17.2 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Chinese renminbi, Mexican peso, and Philippine peso against the U.S. dollar.
Fiscal year 2024 also included approximately $9.2 million in foreign currency exchange gains primarily attributable to changes in the value of the Euro, Korean won, and Chinese renminbi against the U.S. dollar, while fiscal year 2023 included approximately $12.3 million in foreign currency exchange losses primarily attributable to changes in the value of the Euro, Sterling, and Chinese renminbi against the U.S. dollar.
The Company has elected to pay the 2017 Littelfuse Toll Charge over the eight-year period prescribed by the Tax Act. 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 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.
As of the most recent annual test conducted on October 1, 2023, the Company noted that the excess of fair value over the carrying value was 110%, 80%, 126%, 47%, 58%, 23%, and 369% for its reporting units: Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, Automotive Sensors, Industrial Controls and Sensors, and Industrial Circuit Protection, respectively.
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.
The fair value of stock-option awards is estimated at the grant date using the Black-Scholes option pricing model, which includes assumptions for volatility, expected term, risk-free interest rate and dividend yield. Expected volatility is based on implied volatilities from traded options on Littelfuse stock, historical volatility of Littelfuse stock and other factors.
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.
The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) was made with cash on hand and recorded in Other long-term assets in the Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing.
The 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.
At the time the Company and Western Automation entered into the definitive agreement, Western Automation 37 Table of Contents had annualized sales of approximately $25 million. The business is reported within the Company’s Industrial segment. The Company financed the transaction with cash on hand. On July 19, 2022, the Company acquired C&K Switches for $540 million in cash.
The business is reported within the Company’s Industrial segment. The Company financed the transaction with cash on hand. On July 19, 2022, the Company acquired C&K Switches for $540 million in cash.
The business is reported as part of the electronics-passive products and sensors business within the Company's Electronics segment. The net cash payment of $523.0 million was funded through a combination of cash on hand and debt. On November 30, 2021, the Company acquired Carling, pursuant to the Stock Purchase Agreement, dated as of October 19, 2021.
The business is reported as part of the electronics-passive products and sensors business within the Company's Electronics segment. The net cash payment of $523.0 million was funded through a combination of cash on hand and debt. Cash Flow Overview Operating cash inflows are largely attributable to sales of the Company’s products.
The Company believes that its estimates of future cash flows and discount rates are reasonable, but future changes in the underlying assumptions could differ due to the inherent uncertainty in making such estimates. Additionally, price deterioration or lower volume could have a significant impact on the fair values of the reporting units.
A 1.0% increase in the estimated discount rates would have resulted in no reporting units failing the annual goodwill impairment test. The Company believes that its estimates of future cash flows and discount rates are reasonable, but future changes in the underlying assumptions could differ due to the inherent uncertainty in making such estimates.
Off-Balance Sheet Arrangements As of December 30, 2023, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.
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.
On February 3, 2023, the Company completed the acquisition of Western Automation for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables.
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.
Historical data is used to estimate employee termination experience and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company initiated a quarterly cash dividend in 2010 and expects to continue making cash dividend payments for the foreseeable future.
Expected volatility is based on implied volatilities from traded options on Littelfuse stock, historical volatility of Littelfuse stock, and other factors. Historical data is used to estimate employee termination experience and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017. During the fiscal year ended December 31, 2022, the Company paid off $25.0 million of U.S. Senior Notes, Series A due 2022.
Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
The following describes the Company’s cash flows for the twelve months ended December 31, 2022 and January 1, 2022: Fiscal Year (in millions) 2022 2021 Net cash provided by operating activities $ 419.7 $ 373.3 Net cash used in investing activities (636.4) (499.2) Net cash provided by (used in) financing activities 310.2 (69.0) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (11.4) (9.8) Increase (decrease) in cash, cash equivalents, and restricted cash 82.1 (204.7) Cash, cash equivalents, and restricted cash at beginning of period 482.8 687.5 Cash, cash equivalents, and restricted cash at end of period $ 564.9 $ 482.8 Cash Flow from Operating Activities Net cash provided by operating activities was $419.7 million for the fiscal year 2022, an increase of $46.4 million, compared to $373.3 million during the fiscal year 2021.
The following describes the Company’s cash flows for the fiscal year ended December 28, 2024 and December 30, 2023: Fiscal Year (in millions) 2024 2023 Net cash provided by operating activities $ 367.6 $ 457.4 Net cash used in investing activities (65.8) (284.3) Net cash used in financing activities (112.4) (185.7) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (20.1) 4.8 Increase (decrease) in cash, cash equivalents, and restricted cash 169.3 (7.8) Cash, cash equivalents, and restricted cash at beginning of period 557.1 564.9 Cash, cash equivalents, and restricted cash at end of period $ 726.4 $ 557.1 Cash Flow from Operating Activities Net cash provided by operating activities was $367.6 million for the fiscal year 2024, a decrease of $89.8 million, compared to $457.4 million during the fiscal year 2023.
Income Taxes Income tax expense for 2022 was $69.7 million, or an effective tax rate of 15.7%, compared to income tax expense of $57.2 million, or an effective tax rate of 16.8% for 2021.
Income Taxes Income tax expense for 2024 was $51.7 million, or an effective tax rate of 34.0%, compared to income tax expense of $69.1 million, or an effective tax rate of 21.0% for 2023.
The following table is a summary of the Company’s net sales by geography: Fiscal Year (in millions) 2022 2021 Change % Change Asia-Pacific $ 1,019.9 $ 955.7 $ 64.2 6.7 % Americas 992.3 694.3 298.0 42.9 % Europe 501.7 429.9 71.8 16.7 % Total $ 2,513.9 $ 2,079.9 $ 434.0 20.9 % Asia-Pacific Asia-Pacific net sales increased $64.2 million, or 6.7%, in 2022 compared to 2021 and included unfavorable changes in foreign exchange rates of $18.4 million.
The 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.
All seven of the reporting units passed the goodwill impairment test, with fair values that exceeded the carrying values between 23% and 369% of their respective estimated fair values.
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%.
The estimated discount rate was 12.6% for the Electronics-Passive Products and Sensors, Electronics-Semiconductor, Passenger Car Products, Commercial Vehicle Products, Automotive Sensors, and Industrial Circuit Protection reporting units, and 16.8% for the Industrial Controls and Sensors reporting unit. A 1.0% increase in the estimated discount rates would have resulted in no reporting units failing the annual goodwill impairment test.
The 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.
Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022. Debt Covenants The Company was in compliance with its debt covenants as of December 30, 2023.
Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022. The Senior Notes have not been registered under the Securities Act, or applicable state securities laws.
During the fiscal year 2023, the Company paid $121.3 million (€117 million) of Euro Senior Notes, Series A due 2023 and $7.5 million on the term loan. During the fiscal year 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022 and $3.8 million on the term loan.
During the fiscal year 2023, the Company paid $121.3 million (€117 million) of Euro Senior Notes, Series A due 2023 and $7.5 million on the term loan. The Company paid dividends of $67.1 million and $62.2 million for the fiscal year 2024 and 2023, respectively, representing an increase of $4.9 million from the fiscal year 2023.
The increase in net sales was primarily due to increased volume across all businesses within the Electronics segment including incremental sales from C&K acquisition, and incremental sales from the Carling acquisition included in the commercial vehicle products business within the Transportation segment compared to 2021. 35 Table of Contents Liquidity and Capital Resources Cash and cash equivalents were $555.5 million as of December 30, 2023, a decrease of $7.1 million as compared to December 31, 2022.
The increase in net sales was primarily due to incremental sales from the acquisition of C&K Switches, increased volume from the semiconductor business within the Electronics segment and the passenger car products business within the Transportation segment, and the incremental sales from the Western Automation acquisition included within the Industrial segment, partially offset by lower net sales from the electronics products business within the Electronics segment. 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.
Operating margins declined from 12.5% to 8.9%. 34 Table of Contents Industrial Segment Net Sales The Industrial segment net sales increased by $53.8 million, or 21.4%, in 2022 compared to 2021 and included unfavorable changes in foreign exchange rates of $2.2 million or 0.9%.
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%.
This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and related notes.
In the financial review that follows, the Company discusses its consolidated results of operations, financial position, cash flows and certain other information. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and related notes.
The effective tax rate for 2022 is lower than the effective tax rate for 2021, primarily due to one-time tax benefits resulting from losses on investments in the stock of two of the Company's affiliates. Further information regarding these items is provided in Note 14, Income Taxes , of the Notes to Consolidated Financial Statements included in this Annual Report.
The effective tax rate for 2024 is higher than the statutory tax rate primarily due to the impact of goodwill impairments and non-US losses 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.

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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 changeChanges in foreign exchange rates could affect the Company’s sales, costs, balance sheet values and earnings. At December 30, 2023, the net value of the Company’s assets with exposure to foreign currency risk was approximate ly $38 million, with the largest exposure being a Japanese Yen denominated inter-company loan with a U.S. Dollars functional currency subsidiary.
Biggest changeAt 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.
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 $1.9 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 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.
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. 42 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. 45 Table of Contents
The Company’s foreign exchange exposures result primarily from inter-company loans, external borrowings, sale of products in foreign currencies, foreign currency denominated purchases, employee-related and other costs of running operations in foreign countries. The Company’s most significant foreign currency exposures are to the euro, the Chinese renminbi, Mexican peso, and Philippine peso.
The Company’s foreign exchange exposures result primarily from intercompany loans, external borrowings, sale of products in foreign currencies, foreign currency denominated purchases, employee-related, and other costs of running operations in foreign countries. The Company’s most significant foreign currency exposures are to the euro, Chinese renminbi, Mexican peso, and Philippine peso.
Foreign Exchange Rate Risk The majority of the Company’s operations consist of manufacturing and sales activities in foreign countries. The Company has operations in China, France, Germany, India, Ireland, Mexico, Philippines, U.K., Japan, Lithuania, Netherlands, Portugal, Singapore, South Korea, Spain, U.S., and Vietnam. During 2023, sales to customers outside the U.S. were approximately 65% 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 2024, sales to customers outside the U.S. were approximately 63% of total net sales.
The revolving loan and term loan balance under the Credit Facility was $100.0 million and $288.8 million, respectively, as of December 30, 2023. 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 $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.
During 2022, sales to customers outside the U.S. were approximately 64% 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.
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.
After consideration of the hedge above, the remaining borrowings o f $188.8 million , which represents approximately 20% 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 $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.
The re duction in earnings from a hypothetical instantaneous 10% adverse change in quot ed foreign currency spot rates applied to foreign currency sensitive asset instruments would be $3.8 million at December 30, 2023. At December 30, 2023, the net value of the Company’s liabilities with exposure to foreign currency risk was $6.5 million, with the largest exposure being U.S.
The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive asset instruments would be $2.6 million at December 28, 2024. At December 28, 2024, the net value of the Company’s liabilities with exposure to foreign currency risk was $5.5 million, with the largest exposure being U.S.
Dollar denominated inter-company loans with a Mexican Peso functional currency subsidiary. The reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive liability instruments would be $0.6 million at December 30, 2023.
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.
Added
Changes in foreign exchange rates could affect the Company’s sales, costs, balance sheet values, and earnings. In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S. dollar and Mexican peso.
Added
These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses.

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