LITTELFUSE INC /DELFUS
LITTELFUSE INC /DE Fair Value Disclosure
Fair Value of Assets and Liabilities
During the fiscal year 2023, the Company recognized a $3.9 million impairment charge related to the land and building of a property in the commercial vehicle business within the Transportation segment that the Company made the decision to donate, a $0.9 million impairment charge substantially related to certain patents in a business within the Industrial segment, and a $0.1 million impairment related to certain machinery and equipment in the semiconductor business within the Electronics segment. See Note 8, Restructuring, Impairment, and Other Charges, for further discussion.
For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:
Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2—Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable or can be corroborated by observable market data;
Level 3—Valuations based upon one or more significant unobservable inputs;
There were no transfers in or out of Level 1, Level 2 and Level 3 during the year ended December 27, 2025.
Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.
Cash Equivalents
Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings and are highly liquid. The Company classified cash equivalents as Level 1 and are valued at cost, which approximates fair value.
Investments in Equity Securities
Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy. Such securities are further detailed in Note 1, Summary of Significant Accounting Policies and Other Information.
Derivatives Designated as Hedging Instruments
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. For highly effective cash flow hedges, ASC 815 requires the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income. No components of the Company's hedging instruments were excluded from the assessment of hedge effectiveness.
Zero Cost Collar Agreement
In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S. dollar and Mexican peso. These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses. If the spot rate is between the weighted-average ceiling and floor rates on the date of maturity, then the Company would not owe or receive any payments under these collars. The Company plans to continue executing zero cost collars with 14-month rolling maturities as an ongoing strategy to hedge peso-denominated manufacturing expenses. The trade
entry date, maturity date, weighted-average floor, and weighted-average ceiling for each collar trade was as follows:
| Trade Entry Date | Trade Maturity Date | Weighted-Average Floor | Weighted-Average Ceiling | ||||||||
| July 3, 2024 | August 29, 2025 | 18.0000 | 19.4350 | ||||||||
| August 5, 2024 | September 29, 2025 | 19.6550 | 21.0000 | ||||||||
| September 3, 2024 | November 3, 2025 | 20.0820 | 21.7571 | ||||||||
| September 30, 2024 | November 26, 2025 | 19.8700 | 21.3650 | ||||||||
| November 4, 2024 | January 2, 2026 | 20.1200 | 21.6900 | ||||||||
| December 3, 2024 | February 2, 2026 | 20.4250 | 22.0377 | ||||||||
| January 2, 2025 | March 2, 2026 | 20.8000 | 21.9082 | ||||||||
| February 6, 2025 | March 30, 2026 | 20.5300 | 22.0000 | ||||||||
| April 9, 2025 | June 1, 2026 | 20.9700 | 22.2355 | ||||||||
| May 1, 2025 | June 29, 2026 | 19.6940 | 20.9700 | ||||||||
| June 4, 2025 | August 3, 2026 | 19.3100 | 20.3437 | ||||||||
| July 2, 2025 | August 31, 2026 | 18.8500 | 19.8025 | ||||||||
| August 5, 2025 | September 29, 2026 | 18.8500 | 19.8000 | ||||||||
| September 2, 2025 | November 2, 2026 | 18.8100 | 19.8347 | ||||||||
| September 30, 2025 | November 30, 2026 | 18.4200 | 19.3700 | ||||||||
| November 4, 2025 | January 4, 2027 | 18.7200 | 19.7000 | ||||||||
| November 26, 2025 | February 2, 2027 | 18.4300 | 19.4852 | ||||||||
The fair value of the collars was determined using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings. For the fiscal year ended December 27, 2025, the Company recorded a pre-tax unrealized gain on the collars of $10.8 million. The Company estimates that approximately $7.2 million of pre-tax gains currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The amounts included in accumulated other comprehensive loss will be reclassified to earnings should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the fiscal year ended December 27, 2025. The Company will continue to assess the effectiveness of the hedge on an ongoing basis. The primary inputs into the valuation of the collars are interest yield curves, interest rate volatilities, foreign exchange rates, foreign exchange volatilities, credit risk, credit spreads and other market information. The collars are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.
Interest Rate Swap
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings. For the fiscal year ended December 27, 2025, the Company recorded a pre-tax unrealized loss on the interest rate swap of $4.7 million. The Company estimates that approximately $1.2 million of pre-tax gains currently recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data.
The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting our counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of our counterparties, the Company may not receive payments provided for under the terms of our derivatives.
Derivatives Not Designated as Hedging Instruments
On July 14, 2022, the Company entered into a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Euro and U.S. dollar on its Euro denominated Senior Notes, Series A due 2023. The notional value of the forward contract at July 14, 2022 was €117 million and expired on December 7, 2023 with the final settlement value of $6.3 million which the Company used to convert USD to Euro to pay down the €117 million of Euro Senior Notes, Series A due 2023. The foreign currency contract was not designated as a hedge instrument and was marked to market on a monthly basis. As a result, changes in fair value during 2023 were reported in Foreign exchange (loss) gain in the Consolidated Statements of Net (Loss) Income. The fair value of the foreign currency forward contract was valued by a third party using market exchange rates and classified as a Level 2 input under the fair value hierarchy.
As of December 27, 2025 and December 28, 2024, the fair values of our derivative financial instrument and their classifications on the Consolidated Balance Sheets were as follows:
| Fiscal Year Ended | |||||||||||||||||
(in thousands) | Consolidated Balance Sheets Classification | December 27, 2025 | December 28, 2024 | ||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||
| Interest rate swap agreement: | |||||||||||||||||
| Designated as cash flow hedge | Prepaid expenses and other current assets | $ | 1,162 | $ | 2,482 | ||||||||||||
| Other long-term assets | 382 | 3,716 | |||||||||||||||
| Zero cost collar agreement | |||||||||||||||||
| Designated as cash flow hedge | Prepaid expenses and other current assets | $ | 6,816 | $ | 22 | ||||||||||||
| Accrued liabilities | — | 4,067 | |||||||||||||||
| Other long-term assets | 3 | 2 | |||||||||||||||
The pre-tax (gains) losses recognized on derivative financial instruments in the Consolidated Statements of Net (Loss) Income for the fiscal year ended December 27, 2025, December 28, 2024, and December 30, 2023 were as follows:
| Fiscal Year Ended | |||||||||||||||||||||||
| (in thousands) | Classification of (Gains) Losses Recognized in the Consolidated Statements of Net (Loss) Income | December 27, 2025 | December 28, 2024 | December 30, 2023 | |||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||
| Interest rate swap agreement | Interest expense, net | $ | (2,987) | $ | (4,826) | $ | (4,551) | ||||||||||||||||
| Zero cost collar agreement | Cost of sales | (2,791) | 1,766 | — | |||||||||||||||||||
| Zero cost collar agreement | Selling, general, and administrative expenses | (219) | 97 | — | |||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||
| Foreign exchange forward contract | Foreign exchange gain | $ | — | $ | — | $ | (52) | ||||||||||||||||
The pre-tax losses (gains) recognized on derivative financial instruments in the Consolidated Statements of Comprehensive Income for the fiscal year ended December 27, 2025, December 28, 2024, and December 30, 2023 were as follows:
| Fiscal Year Ended | ||||||||||||||||||||
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 | |||||||||||||||||
| Derivatives designated as cash flow hedges | ||||||||||||||||||||
| Interest rate swap agreement | $ | 4,654 | $ | (346) | $ | 2,827 | ||||||||||||||
| Zero cost collar agreement | (10,787) | 3,534 | — | |||||||||||||||||
Mutual Funds
The Company has a non-qualified Supplemental Retirement and Savings Plan that provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains investment accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets on the Consolidated Balance sheets.
There were no changes during the fiscal year ended December 27, 2025 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of December 27, 2025 and December 28, 2024, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.
Defined Benefit Plan Assets / Non-qualified Supplemental Retirement and Savings Plan Investments
See Note 11, Benefit Plans, for a description of valuation methodologies and investment balances for defined benefit plan assets and investments related to the Company’s Non-Qualified Supplemental Retirement and Savings Plan.
The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 27, 2025:
| Fair Value Measurements Using | |||||||||||||||||||||||
(in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||
| Cash equivalents | $ | 465,915 | $ | — | $ | — | $ | 465,915 | |||||||||||||||
| Investments in equity securities | 7,676 | — | — | 7,676 | |||||||||||||||||||
| Mutual funds | 25,730 | — | — | 25,730 | |||||||||||||||||||
| Total | $ | 499,321 | $ | — | $ | — | $ | 499,321 | |||||||||||||||
The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 28, 2024:
| Fair Value Measurements Using | |||||||||||||||||||||||
(in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||
| Cash equivalents | $ | 658,491 | $ | — | $ | — | $ | 658,491 | |||||||||||||||
| Investments in equity securities | 10,182 | — | — | 10,182 | |||||||||||||||||||
| Mutual funds | 23,268 | — | — | 23,268 | |||||||||||||||||||
| Total: | $ | 691,941 | $ | — | $ | — | $ | 691,941 | |||||||||||||||
In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, trade receivables and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and trade receivables approximate their fair values. The Company’s revolving and term loan debt facilities’ fair values approximate book value at December 27, 2025 and December 28, 2024, as the rates on these borrowings are variable in nature.
The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series A and Series B, as of December 27, 2025 and December 28, 2024 were as follows:
| December 27, 2025 | December 28, 2024 | ||||||||||||||||||||||
(in thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Euro Senior Notes, Series B due 2028 | $ | 111,977 | $ | 106,908 | $ | 98,928 | $ | 91,741 | |||||||||||||||
| USD Senior Notes, Series A due 2025 | — | — | 50,000 | 49,919 | |||||||||||||||||||
| USD Senior Notes, Series B due 2027 | 100,000 | 99,152 | 100,000 | 96,623 | |||||||||||||||||||
| USD Senior Notes, Series B due 2030 | 125,000 | 120,076 | 125,000 | 114,786 | |||||||||||||||||||
| USD Senior Notes, due 2032 | 100,000 | 95,587 | 100,000 | 91,175 | |||||||||||||||||||
Impairments
The results of the annual goodwill impairment test as of September 28, 2025 indicated that the estimated fair value for Electronics-Semiconductor reporting unit were below its respective carrying value. Accordingly, the Company recorded a non-cash impairment charge of $301.2 million to reflect the impairment of goodwill for the Electronics-Semiconductor reporting unit within the Electronics segment. See Note 5, Goodwill and Other Intangible Assets, for further discussion. In addition, the Company recorded $0.5 million and $0.4 million of impairment charges related to certain machinery and equipment in the commercial vehicle business within the Transportation segment and the electronics products business within the Electronics segment, respectively.
2025 goodwill impairment charges were the result of measuring a reporting unit at fair value on a nonrecurring basis as shown below:
| (in thousands) | For Fiscal Year Ended December 27, 2025 | December 27, 2025 | |||||||||||||||
| Impairment Charge | Estimated Fair Value Measurement (Level 3) | Net Carrying Value | |||||||||||||||
| Electronics-Semiconductor reporting unit | |||||||||||||||||
| Goodwill | $ | 301,185 | $ | 238,057 | $ | 238,486 | |||||||||||
During the fourth quarter of 2024 the Company recorded non-cash charges of $36.1 million and $8.6 million, respectively, to reflect the impairment of goodwill for the Industrial Controls and Sensors reporting unit within the Industrial segment and the Automotive Sensors reporting unit within the Transportation segment. Additionally, during the fourth quarter of 2024, the
Company recorded non-cash impairment charges of $47.8 million for the impairment of intangible assets primarily 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. See Note 5, Goodwill and Other Intangible Assets, for further discussion. In addition, during the first quarter of 2024, the Company recognized a $0.9 million impairment related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.
2024 goodwill and intangible assets impairment charges were the result of measuring a reporting unit at fair value on a nonrecurring basis as shown below:
| (in thousands) | For Fiscal Year Ended December 28, 2024 | December 28, 2024 | |||||||||||||||
| Impairment Charge | Estimated Fair Value Measurement (Level 3) | Net Carrying Value | |||||||||||||||
| Industrial Controls and Sensors reporting unit | |||||||||||||||||
| Customer relationships, trademarks, and tradenames | $ | 40,641 | $ | 6,620 | $ | 7,142 | |||||||||||
| Patents, licenses and software | 6,938 | 950 | 1,065 | ||||||||||||||
| Intangible assets, net of amortization | $ | 47,579 | $ | 7,570 | $ | 8,207 | |||||||||||
| Goodwill | $ | 36,147 | $ | 119,361 | $ | 115,159 | |||||||||||
| Automotive Sensors reporting unit | |||||||||||||||||
| Goodwill | $ | 8,616 | $ | — | $ | — | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 27, 2017 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.