United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 26, 2020~~March 27, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 0-20388

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)


Delaware		36-3795742
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8755 West Higgins Road
Suite 500
Chicago	Illinois	60631
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: 773-628-1000

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

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.01 par value

LFUS

NASDAQ

Global Select Market

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [ ]

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

As of ~~October~~April 23, ~~2020,~~2021, the registrant had outstanding ~~24,375,049~~24,555,229 shares of Common Stock, net of Treasury Shares.

Table of Contents

TABLE OF CONTENTS


		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of ~~September 26, 2020~~March 27, 2021 (unaudited) and December ~~28, 2019~~26, 2020	3
	Condensed Consolidated Statements of Net Income for the three ~~and nine~~ months ended ~~September 26, 2020~~March 27, 2021 (unaudited) and ~~September~~March 28, ~~2019~~2020 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 26, 2020~~March 27, 2021 (unaudited) and ~~September~~March 28, ~~2019~~2020 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 (unaudited) and ~~September~~March 28, ~~2019~~2020 (unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 (unaudited) and ~~September~~March 28, ~~2019~~2020 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3632
Item 4.	Controls and Procedures	3632
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	3733
Item 1A.	Risk Factors	3733
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3733
Item 3.	Defaults Upon Senior Securities	3833
Item 4.	Mine Safety Disclosures	3833
Item 5.	Other Information	3834
Item 6.	Exhibits	3834
Signatures		3935

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


		(Unaudited)					(Unaudited)
(in thousands)	(in thousands)	September 26, 2020		December 28, 2019		(in thousands)	March 27, 2021		December 26, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	641,890	$	531,139	Cash and cash equivalents	$	572,771	$	687,525
Short-term investments	Short-term investments	52		44		Short-term investments	53		54
Trade receivables, less allowances of $42,737 and $42,043 at September 26, 2020 and December 28, 2019, respectively		231,930		202,309
Trade receivables, less allowances of $42,624 and $45,237 at March 27, 2021 and December 26, 2020, respectively						Trade receivables, less allowances of $42,624 and $45,237 at March 27, 2021 and December 26, 2020, respectively	276,687		232,760
Inventories	Inventories	243,832		237,507		Inventories	295,057		258,002
Prepaid income taxes and income taxes receivable	Prepaid income taxes and income taxes receivable	1,218		4,831		Prepaid income taxes and income taxes receivable	4,146		3,029
Prepaid expenses and other current assets	Prepaid expenses and other current assets	30,012		28,564		Prepaid expenses and other current assets	43,698		35,939
Total current assets	Total current assets	1,148,934		1,004,394		Total current assets	1,192,412		1,217,309

Net property, plant, and equipment	Net property, plant, and equipment	339,870		344,617		Net property, plant, and equipment	344,914		344,178
Intangible assets, net of amortization	Intangible assets, net of amortization	296,159		321,247		Intangible assets, net of amortization	317,294		291,887
Goodwill	Goodwill	799,791		820,589		Goodwill	845,586		816,812
Investments	Investments	26,066		24,099		Investments	37,285		30,547
Deferred income taxes	Deferred income taxes	7,173		8,069		Deferred income taxes	9,854		11,224
Right of use lease assets, net	Right of use lease assets, net	18,811		21,918		Right of use lease assets, net	19,560		17,615
Other assets	Other assets	17,566		14,965		Other assets	19,965		18,021
Total assets	Total assets	$	2,654,370	$	2,559,898	Total assets	$	2,786,870	$	2,747,593
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	120,938	$	117,320	Accounts payable	$	179,723	$	145,984

Accrued liabilities	Accrued liabilities	98,437		84,120		Accrued liabilities	98,354		110,478
Accrued income taxes	Accrued income taxes	15,231		14,122		Accrued income taxes	23,468		19,186
Current portion of long-term debt	Current portion of long-term debt	0		10,000		Current portion of long-term debt	25,000		0
Total current liabilities	Total current liabilities	234,606		225,562		Total current liabilities	326,545		275,648
Long-term debt, less current portion	Long-term debt, less current portion	725,507		669,158		Long-term debt, less current portion	623,865		687,034
Deferred income taxes	Deferred income taxes	46,584		49,763		Deferred income taxes	51,229		50,134
Accrued post-retirement benefits	Accrued post-retirement benefits	40,279		38,198		Accrued post-retirement benefits	42,894		45,802
Non-current operating lease liabilities	Non-current operating lease liabilities	14,193		17,166		Non-current operating lease liabilities	14,190		12,950
Other long-term liabilities	Other long-term liabilities	63,639		64,037		Other long-term liabilities	67,410		67,252
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, September 26, 2020–26,015,067; December 28, 2019–25,855,203		258		256
Treasury stock, at cost: 1,644,103 and 1,473,901 shares, respectively		(242,323)		(216,447)
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, March 27, 2021–26,196,472; December 26, 2020–26,131,544						Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, March 27, 2021–26,196,472; December 26, 2020–26,131,544	259		259
Additional paid-in capital	Additional paid-in capital	891,924		867,996		Additional paid-in capital	918,762		907,858
Treasury stock, at cost: 1,644,283 and 1,644,283 shares, respectively						Treasury stock, at cost: 1,644,283 and 1,644,283 shares, respectively	(242,366)		(242,366)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(107,238)		(106,823)		Accumulated other comprehensive loss	(96,028)		(91,157)
Retained earnings	Retained earnings	986,810		950,901		Retained earnings	1,079,979		1,034,048
Littelfuse, Inc. shareholders’ equity	Littelfuse, Inc. shareholders’ equity	1,529,431		1,495,883		Littelfuse, Inc. shareholders’ equity	1,660,606		1,608,642
Non-controlling interest	Non-controlling interest	131		131		Non-controlling interest	131		131
Total equity	Total equity	1,529,562		1,496,014		Total equity	1,660,737		1,608,773
Total liabilities and equity	Total liabilities and equity	$	2,654,370	$	2,559,898	Total liabilities and equity	$	2,786,870	$	2,747,593

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
(in thousands, except per share data)	(in thousands, except per share data)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands, except per share data)	March 27, 2021		March 28, 2020
Net sales	Net sales	$	391,566	$	361,971	$	1,044,999	$	1,165,350	Net sales	$	463,794	$	346,096
Cost of sales	Cost of sales	253,390		231,025		684,012		737,368		Cost of sales	303,328		221,740
Gross profit	Gross profit	138,176		130,946		360,987		427,982		Gross profit	160,466		124,356

Selling, general, and administrative expenses	Selling, general, and administrative expenses	50,465		54,224		158,832		174,845		Selling, general, and administrative expenses	58,288		51,200
Goodwill impairment charge		0		0		33,841		0

Research and development expenses	Research and development expenses	13,049		19,728		41,044		62,595		Research and development expenses	14,739		14,463
Amortization of intangibles	Amortization of intangibles	10,104		9,827		29,912		30,068		Amortization of intangibles	10,521		9,981
Restructuring, impairment, and other charges										Restructuring, impairment, and other charges	437		3,962
Total operating expenses	Total operating expenses	73,618		83,779		263,629		267,508		Total operating expenses	83,985		79,606
Operating income	Operating income	64,558		47,167		97,358		160,474		Operating income	76,481		44,750

Interest expense	Interest expense	4,988		5,559		16,261		16,834		Interest expense	4,673		5,418
Foreign exchange (gain) loss		(6,174)		4,968		(9,600)		5,636
Other income, net		(1,682)		(4,764)		(1,643)		(3,406)
Foreign exchange loss										Foreign exchange loss	6,837		2,584
Other (income) expense, net										Other (income) expense, net	(7,737)		1,249
Income before income taxes	Income before income taxes	67,426		41,404		92,340		141,410		Income before income taxes	72,708		35,499
Income taxes	Income taxes	12,070		5,757		21,331		24,982		Income taxes	14,995		10,855
Net income	Net income	$	55,356	$	35,647	$	71,009	$	116,428	Net income	$	57,713	$	24,644

Income per share:
Earnings per share:										Earnings per share:
Basic	Basic	$	2.27	$	1.46	$	2.92	$	4.72	Basic	$	2.35	$	1.01
Diluted	Diluted	$	2.25	$	1.44	$	2.89	$	4.68	Diluted	$	2.32	$	1.00

Weighted-average shares and equivalent shares outstanding:	Weighted-average shares and equivalent shares outstanding:									Weighted-average shares and equivalent shares outstanding:
Basic	Basic	24,357		24,482		24,354		24,646		Basic	24,532		24,393
Diluted	Diluted	24,573		24,684		24,535		24,894		Diluted	24,892		24,578

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
Net income	Net income	$	55,356	$	35,647	$	71,009	$	116,428	Net income	$	57,713	$	24,644
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Pension and postemployment adjustment, net of tax	Pension and postemployment adjustment, net of tax	563		137		(9,715)		249		Pension and postemployment adjustment, net of tax	454		561

Foreign currency translation adjustments	Foreign currency translation adjustments	16,418		(17,163)		9,300		(14,933)		Foreign currency translation adjustments	(5,325)		(15,540)
Comprehensive income	Comprehensive income	$	72,337	$	18,621	$	70,594	$	101,744	Comprehensive income	$	52,842	$	9,665

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended					Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	71,009	$	116,428	Net income	$	57,713	$	24,644
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	Depreciation	41,953		38,988		Depreciation	13,677		13,821
Amortization of intangibles	Amortization of intangibles	29,912		30,068		Amortization of intangibles	10,521		9,981

Deferred revenue	Deferred revenue	(438)		(228)		Deferred revenue	(157)		(145)

Non-cash inventory charges						Non-cash inventory charges	3,489		0
Impairment charges	Impairment charges	36,078		322		Impairment charges	0		2,237

Stock-based compensation	Stock-based compensation	14,544		15,738		Stock-based compensation	3,395		2,965
(Gain) loss on investments and other assets	(Gain) loss on investments and other assets	(1,200)		559		(Gain) loss on investments and other assets	(7,675)		2,604
Deferred income taxes	Deferred income taxes	1,567		(203)		Deferred income taxes	378		616
Other	Other	(8,549)		8,267		Other	8,537		3,547
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade receivables	Trade receivables	(29,362)		2,781		Trade receivables	(32,973)		(9,457)
Inventories	Inventories	(1,611)		18,102		Inventories	(6,152)		6,667
Accounts payable	Accounts payable	6,661		(29,453)		Accounts payable	17,070		(3,964)

Accrued liabilities and income taxes	Accrued liabilities and income taxes	(2,095)		(44,241)		Accrued liabilities and income taxes	(15,427)		(7,012)
Prepaid expenses and other assets	Prepaid expenses and other assets	5,787		3,735		Prepaid expenses and other assets	(2,230)		(1,225)
Net cash provided by operating activities	Net cash provided by operating activities	164,256		160,863		Net cash provided by operating activities	50,166		45,279

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	Acquisitions of businesses, net of cash acquired	0		(775)		Acquisitions of businesses, net of cash acquired	(109,852)		0

Purchases of property, plant, and equipment	Purchases of property, plant, and equipment	(41,536)		(38,397)		Purchases of property, plant, and equipment	(14,721)		(16,586)
Net proceeds from sale of property, plant and equipment	Net proceeds from sale of property, plant and equipment	148		6,212		Net proceeds from sale of property, plant and equipment	2,553		50
Net cash used in investing activities	Net cash used in investing activities	(41,388)		(32,960)		Net cash used in investing activities	(122,020)		(16,536)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds of revolving credit facility	Proceeds of revolving credit facility	240,000		0		Proceeds of revolving credit facility	0		100,000
Payments of revolving credit facility	Payments of revolving credit facility	(60,000)		0		Payments of revolving credit facility	(30,000)		0

Payments of term loan	Payments of term loan	(145,000)		(7,500)		Payments of term loan	0		(2,500)
Net proceeds related to stock-based award activities	Net proceeds related to stock-based award activities	6,437		4,412		Net proceeds related to stock-based award activities	7,509		2,956
Purchases of common stock	Purchases of common stock	(22,927)		(99,387)		Purchases of common stock	0		(22,927)
Debt issuance costs		(1,786)		0

Cash dividends paid	Cash dividends paid	(35,100)		(32,990)		Cash dividends paid	(11,782)		(11,725)
Net cash used in financing activities		(18,376)		(135,465)
Effect of exchange rate changes on cash and cash equivalents		6,259		(6,114)
Increase (decrease) in cash and cash equivalents		110,751		(13,676)
Cash and cash equivalents at beginning of period		531,139		489,733
Cash and cash equivalents at end of period		$	641,890	$	476,057
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(34,273)		65,804
Effect of exchange rate changes on cash, cash equivalents, and restricted cash						Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(4,101)		(5,111)
(Decrease) increase in cash, cash equivalents, and restricted cash						(Decrease) increase in cash, cash equivalents, and restricted cash	(110,228)		89,436
Cash, cash equivalents, and restricted cash at beginning of period						Cash, cash equivalents, and restricted cash at beginning of period	687,525		531,139
Cash, cash equivalents, and restricted cash at end of period						Cash, cash equivalents, and restricted cash at end of period	$	577,297	$	620,575
Supplementary Cash Flow Information	Supplementary Cash Flow Information					Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:						Reconciliation of cash and cash equivalents:
Cash and cash equivalents						Cash and cash equivalents	$	572,771	$	620,575
Restricted cash included in prepaid expenses and other current assets						Restricted cash included in prepaid expenses and other current assets	$	3,462	0
Restricted cash included in other assets						Restricted cash included in other assets	$	1,064	$	0
Cash paid during the period for interest	Cash paid during the period for interest	$	17,228	$	17,872	Cash paid during the period for interest	$	6,235	$	7,354

Capital expenditures, not yet paid	Capital expenditures, not yet paid	$	6,267	$	8,978	Capital expenditures, not yet paid	$	4,141	$	5,832

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


		Littelfuse, Inc. Shareholders’ Equity															Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. (Loss) Income		Retained Earnings		Non-controlling Interest		Total		(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at December 28, 2019		$	256	$	867,996	$	(216,447)	$	(106,823)	$	950,901	$	131	$	1,496,014
Balance at December 26, 2020																Balance at December 26, 2020	$	259	$	907,858	$	(242,366)	$	(91,157)	$	1,034,048	$	131	$	1,608,773
Net income	Net income	—		—		—		—		24,644		—		24,644		Net income	—		—		—		—		57,713		—		57,713

Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—		(14,979)		—		—		(14,979)		Other comprehensive loss, net of tax	—		—		—		(4,871)		—		—		(4,871)
Stock-based compensation	Stock-based compensation	—		2,965		—		—		—		—		2,965		Stock-based compensation	—		3,395		—		—		—		—		3,395

Withheld shares on restricted share units for withholding taxes		—		—		(443)		—		—		—		(443)

Stock options exercised	Stock options exercised	—		3,399		—		—		—		—		3,399		Stock options exercised	0		7,509		—		—		—		—		7,509
Repurchases of common stock		—		—		(22,927)		—		—		—		(22,927)

Cash dividends paid ($0.48 per share)	Cash dividends paid ($0.48 per share)	—		—		—		—		(11,725)		—		(11,725)		Cash dividends paid ($0.48 per share)	—		—		—		—		(11,782)		—		(11,782)
Balance at March 28, 2020		$	256	$	874,360	$	(239,817)	$	(121,802)	$	963,820	$	131	$	1,476,948
Net loss		—		—		—		—		(8,991)		—		(8,991)
Balance at March 27, 2021																Balance at March 27, 2021	$	259	$	918,762	$	(242,366)	$	(96,028)	$	1,079,979	$	131	$	1,660,737

Other comprehensive loss, net of tax		—		—		—		(2,417)		—		—		(2,417)
Stock-based compensation		—		7,887		—		—		—		—		7,887

Withheld shares on restricted share units for withholding taxes		—		—		(2,375)		—		—		—		(2,375)
Stock options exercised		1		3,059		—		—		—		—		3,060

Cash dividends paid ($0.48 per share)		—		—		—		—		(11,678)		—		(11,678)
Balance at June 27, 2020		$	257	$	885,306	$	(242,192)	$	(124,219)	$	943,151	$	131	$	1,462,434
Net income		—		—		—		—		55,356		—		55,356

Other comprehensive income, net of tax		—		—		—		16,981		—		—		16,981
Stock-based compensation		—		3,692		—		—		—		—		3,692

Withheld shares on restricted share units for withholding taxes		—		—		(131)		—		—		—		(131)
Stock options exercised		1		2,926		—		—		—		—		2,927

Cash dividends paid ($0.48 per share)		—		—		—		—		(11,697)		—		(11,697)
Balance at September 26, 2020		$	258	$	891,924	$	(242,323)	$	(107,238)	$	986,810	$	131	$	1,529,562


	Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at December 28, 2019	$	256	$	867,996	$	(216,447)	$	(106,823)	$	950,901	$	131	$	1,496,014
Net income	—		—		—		—		24,644		—		24,644



Other comprehensive loss, net of tax	—		—		—		(14,979)		—		—		(14,979)
Stock-based compensation	—		2,965		—		—		—		—		2,965

Withheld shares on restricted share units for withholding taxes	—		—		(443)		—		—		—		(443)
Stock options exercised	—		3,399		—		—		—		—		3,399
Repurchases of common stock	—		—		(22,927)		—		—		—		(22,927)

Cash dividends paid ($0.48 per share)	—		—		—		—		(11,725)		—		(11,725)
Balance at March 28, 2020	$	256	$	874,360	$	(239,817)	$	(121,802)	$	963,820	$	131	$	1,476,948

See accompanying Notes to Condensed Consolidated Financial Statements.

~~Table~~ ~~of Contents~~

Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. (Loss) Income Retained Earnings Non-controlling Interest Total
Balance at December 29, 2018 $ 254 $ 835,828 $ (116,454) $ (97,924) $ 856,507 $ 131 $ 1,478,342
Net income — — — — 36,989 — 36,989
Other comprehensive loss, net of tax — — — 8,073 — — 8,073
Stock-based compensation — 3,966 — — — — 3,966
Withheld shares on restricted share units for withholding taxes — — (94) — — — (94)
Stock options exercised — 2,292 — — — — 2,292
Repurchases of common stock — — (13,555) — — — (13,555)
Cash dividends paid ($0.43 per share) — — — — (10,625) — (10,625)
Balance at March 30, 2019 $ 254 $ 842,086 $ (130,103) $ (89,851) $ 882,871 $ 131 $ 1,505,388
Net income — — — — 43,792 — 43,792
Other comprehensive loss, net of tax — — — (5,731) — — (5,731)
Stock-based compensation — 8,284 — — — — 8,284
Withheld shares on restricted share units for withholding taxes — — (4,010) — — — (4,010)
Stock options exercised 1 4,822 — — — — 4,823
Repurchases of common stock — — (31,955) — — — (31,955)
Cash dividends paid ($0.43 per share) — — — — (10,649) — (10,649)
Balance at June 29, 2019 $ 255 $ 855,192 $ (166,068) $ (95,582) $ 916,014 $ 131 $ 1,509,942
Net income — — — — 35,647 — 35,647
Other comprehensive loss, net of tax — — — (17,026) — — (17,026)
Stock-based compensation — 3,488 — — — — 3,488
Withheld shares on restricted share units for withholding taxes — — (790) — — — (790)
Stock options exercised 1 2,191 — — — — 2,192
Repurchases of common stock — — (49,526) — — — (49,526)
Cash dividends paid ($0.48 per share) — — — — (11,715) — (11,715)
Balance at September 28, 2019 $ 256 $ 860,871 $ (216,384) $ (112,608) $ 939,946 $ 131 $ 1,472,212

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

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Notes to Condensed Consolidated Financial Statements

1. Summary of Significant Accounting Policies and Other Information

Nature of Operations

Founded in 1927, Littelfuse ~~Inc.~~is an industrial technology manufacturing company empowering a sustainable, connected, and ~~subsidiaries (the “Company”) is a~~safer world. Across more than 15 countries, and with 12,000 global ~~manufacturer of leading technologies in circuit protection, power control~~associates, we partner with customers to design and ~~sensing.~~deliver innovative, reliable solutions. Serving over 100,000 end customers, ~~the Company’s~~our products are found in ~~automotive~~a variety of industrial, transportation and ~~commercial vehicles, industrial applications, data and telecommunications, medical devices, consumer~~ electronics and appliances. With its broad product portfolio of fuses, semiconductors, polymers, ceramics, relays and sensors, and extensive global infrastructure, the Company’s worldwide associates partner with its customers to design, manufacture and deliver innovative, high-quality solutions for a safer, greener and increasingly connected world.end markets – everywhere, every day.

Basis of Presentation

The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of net income and comprehensive income, statements of cash flows, and statement of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~28, 2019~~26, 2020 which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.

Revenue Recognition

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three ~~and nine~~ months ended ~~September 26, 2020~~March 27, 2021 and ~~September~~March 28, ~~2019:~~2020:


		Three Months Ended September 26, 2020								Nine Months Ended September 26, 2020									Three Months Ended March 27, 2021
(in thousands)	(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total		(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	Electronics – Passive Products and Sensors	$	108,253	$	0	$	0	$	108,253	$	285,697	$	0	$	0	$	285,697	Electronics – Passive Products and Sensors	$	132,437	$	0	$	0	$	132,437
Electronics – Semiconductor	Electronics – Semiconductor	147,096		0		0		147,096		407,112		0		0		407,112		Electronics – Semiconductor	154,098		0		0		154,098
Passenger Car Products	Passenger Car Products	0		52,691		0		52,691		0		135,645		0		135,645		Passenger Car Products	0		67,901		0		67,901
Automotive Sensors	Automotive Sensors	0		26,093		0		26,093		0		64,166		0		64,166		Automotive Sensors	0		28,284		0		28,284
Commercial Vehicle Products	Commercial Vehicle Products	0		25,940		0		25,940		0		71,682		0		71,682		Commercial Vehicle Products	0		32,344		0		32,344
Industrial Products	Industrial Products	0		0		31,493		31,493		0		0		80,697		80,697		Industrial Products	0		0		48,730		48,730
Total	Total	$	255,349	$	104,724	$	31,493	$	391,566	$	692,809	$	271,493	$	80,697	$	1,044,999	Total	$	286,535	$	128,529	$	48,730	$	463,794

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		Three Months Ended September 28, 2019								Nine Months Ended September 28, 2019									Three Months Ended March 28, 2020
(in thousands)	(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total		(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	Electronics – Passive Products and Sensors	$	94,766	$	0	$	0	$	94,766	$	311,624	$	0	$	0	$	311,624	Electronics – Passive Products and Sensors	$	84,598	$	0	$	0	$	84,598
Electronics – Semiconductor	Electronics – Semiconductor	132,486		0		0		132,486		440,575		0		0		440,575		Electronics – Semiconductor	129,591		0		0		129,591
Passenger Car Products	Passenger Car Products	0		53,889		0		53,889		0		164,348		0		164,348		Passenger Car Products	0		52,645		0		52,645
Automotive Sensors	Automotive Sensors	0		23,877		0		23,877		0		74,616		0		74,616		Automotive Sensors	0		24,174		0		24,174
Commercial Vehicle Products	Commercial Vehicle Products	0		26,915		0		26,915		0		87,850		0		87,850		Commercial Vehicle Products	0		27,951		0		27,951
Industrial Products	Industrial Products	0		0		30,038		30,038		0		0		86,337		86,337		Industrial Products	0		0		27,137		27,137
Total	Total	$	227,252	$	104,681	$	30,038	$	361,971	$	752,199	$	326,814	$	86,337	$	1,165,350	Total	$	214,189	$	104,770	$	27,137	$	346,096

See Note ~~14,~~15, Segment Information for net sales by segment and countries.

Revenue Recognition

The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowance, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.

The Company elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

Revenue and Billing

The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.

Ship and Debit Program

Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the 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. When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference between the contracted price and the lower approved price. The Company establishes reserves for this program based on historic activity, electronic distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

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Return to Stock

The Company has a return to stock policy whereby certain customers, with prior authorization from Littelfuse management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historic activity. Sales revenue and cost of sales are reduced to anticipate estimated returns.

Volume Rebates

The Company offers volume based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash at March 27, 2021 and December 26, 2020 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.


(in thousands)	March 27, 2021		December 26, 2020
Cash and cash equivalents	$	572,771	$	687,525
Restricted cash included in prepaid expenses and other current assets	3,462		0
Restricted cash included in other assets	1,064		$	0
Total cash, cash equivalents and restricted cash	$	577,297	$	687,525

Recently Adopted Accounting Standards

In ~~June 2016,~~December 2019, the ~~FASB~~Financial Accounting Standards Board (FASB) issued ASU No. ~~2016-13, "Financial Instruments~~2019-12, "Income Taxes (Topic 740) - ~~Credit Losses (Topic 326), Measurement~~Simplifying the Accounting for Income Taxes" as part of ~~Credit Losses on Financial Instruments."~~its initiative to reduce complexity in the accounting standards. The ~~standard modifies the measurement approach~~guidance is effective for credit losses on financial instruments, including trade receivables, from an incurred loss method to a current expected credit loss method ("CECL"). The standard requires the measurement of expected credit losses to be based on relevant information, including historical experiences, current conditions and a forecast that is supportable. The Company adopted the new standard onfiscal years beginning after December ~~29, 2019. The~~15, 2020 with early adoption ~~of the standard did not have a material effect on our Condensed Consolidated Financial Statements.~~

In August 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement." ASU 2018-13 modifies the disclosure requirements in Topic 820: "Fair Value Measurement," based on the FASB Concepts Statement, "Conceptual Framework for Financial Reporting - Chapter 8: Notes to Financial Statements," including consideration of costs and benefits. The new standard removes certain disclosures, modifies other disclosures and adds additional disclosures related to fair value measurement. The Company adopted the new standard on December 29, 2019.permitted. The adoption of ASU ~~2018-13 did not have a material impact on our Condensed Consolidated Financial Statements.~~

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic: 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted the new standard on December 29, 2019. The adoption of ASU 2018-152019-12 did not have a material impact on our Condensed Consolidated Financial Statements.

~~In March 2020,~~

2. Acquisitions

The Company accounts for acquisitions using the ~~FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation~~acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the ~~Effects~~date of ~~Reference Rate Reform on~~acquisition. The operating results of the acquired business are included in the Company’s Consolidated Financial ~~Reporting.” This ASU provides optional expedient~~Statements from the date of the acquisition.

Hartland Controls

On January 28, 2021, the Company acquired Hartland Controls ("Hartland"), a manufacturer and ~~exceptions for applying generally accepted accounting principles to contracts, hedging relationships,~~leading supplier of electrical components used primarily in heating, ventilation, air conditioning (HVAC) and other ~~transactions affected by reference rate reform if~~industrial and control systems applications with annualized sales of approximately $70 million. The purchase price for Hartland was approximately $112.3 million and the operations of Hartland are included in the Industrial segment.

The total purchase consideration of $109.9 million, net of cash, cash equivalents, and restricted cash has been allocated, on a preliminary basis, to assets acquired and liabilities assumed, as of the completion of the acquisition, based on preliminary estimated fair values. The purchase consideration is subject to change for the final working capital adjustments. As of March 27, 2021, the Company had restricted cash of $1.7 million in an escrow account for general indemnification purposes. The purchase price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the completion of the valuations of certain ~~criteria~~acquired income tax assets and liabilities. As a result, these allocations are ~~met.~~ subject to change during the purchase price allocation period as the valuations are finalized.

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The ~~objective~~following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the Hartland acquisition:


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired, and restricted cash	$	109,852
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	14,305
Inventories	36,306
Other current assets	2,384
Property, plant, and equipment	6,296
Intangible assets	39,660
Goodwill	38,929
Other non-current assets	3,542
Current liabilities	(25,024)
Other non-current liabilities	(6,546)
	$	109,852

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

Included in the Company’s Condensed Consolidated Statements of Net Income for the three months ended March 27, 2021 are net sales of approximately $16.7 million, and a loss before income taxes of $2.2 million, since the January 28, 2021 acquisition of Hartland.

The Company recorded a $6.8 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is being amortized as a non-cash charge to cost of goods sold during the first and second quarters of 2021, as the acquired inventory is sold, and reflected as other non-segment costs. During the three months ended March 27, 2021, the Company recognized a charge of $3.5 million for the amortization of this isfair value inventory step-up.

During the three months ended March 27, 2021, the Company incurred approximately $0.7 million of legal and professional fees related to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting due to the cessation of the London Interbank Offered Rate (LIBOR)this acquisition recognized as Selling, general, and administrative expenses. ~~The amendments in this update are effective for all entities~~These costs were reflected as ~~of March 12, 2020 through December 31, 2022. The Company does not expect a material effect from the adoption of this guidance on its Condensed Consolidated Financial Statements.~~

other non-segment costs.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Hartland as though the acquisition had occurred as of December 29, 2019. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Hartland acquisition occurred as of December 29, 2019 or of future consolidated operating results.


	For the Three Months Ended
(in thousands, except per share amounts)	March 27, 2021		March 28, 2020
Net sales	$	470,832	$	363,617
Income before income taxes	77,288		31,431
Net income	61,317		21,438
Net income per share — basic	2.50		0.88
Net income per share — diluted	2.46		0.87

Pro forma results presented above primarily reflect the following adjustments:

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	For the Three Months Ended
(in thousands)	March 27, 2021		March 28, 2020
Amortization(a)	$	(279)	$	(834)
Depreciation	7		48
Transaction costs(b)	707		(707)
Amortization of inventory step-up(c)	3,490		(5,137)
Income tax (expense) benefit of above items	(831)		1,398

(a)The amortization adjustment for the three months ended March 28, 2020 primarily reflects incremental amortization resulting for the measurement of intangibles at their fair values.

(b)The transaction cost adjustments reflect the reversal of certain bank and attorney fees from the three months ended March 27, 2021 and recognition of those fees during the three months ended March 28, 2020.

(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the three months ended March 27, 2021 and the recognition of a full quarter of the amortization during the three months ended March 28, 2020. The inventory step-up was amortized over four months as the inventory was sold.

3. Inventories

The components of inventories at ~~September~~March 27, 2021 and December 26, 2020 ~~and December 28, 2019~~ are as follows:


(in thousands)	(in thousands)	September 26, 2020		December 28, 2019		(in thousands)	March 27, 2021		December 26, 2020
Raw materials	Raw materials	$	81,849	$	76,732	Raw materials	$	97,695	$	85,394
Work in process	Work in process	90,494		84,561		Work in process	102,285		92,783
Finished goods	Finished goods	105,425		110,388		Finished goods	130,138		114,641
Inventory Reserves	Inventory Reserves	(33,936)		(34,174)		Inventory Reserves	(35,061)		(34,816)
Total	Total	$	243,832	$	237,507	Total	$	295,057	$	258,002

4. Property, Plant, and Equipment

The components of net property, plant, and equipment at ~~September~~March 27, 2021 and December 26, 2020 ~~and December 28, 2019~~ are as follows:


(in thousands)	(in thousands)	September 26, 2020		December 28, 2019		(in thousands)	March 27, 2021		December 26, 2020
Land	Land	$	23,438	$	24,758	Land	$	22,711	$	22,851
Building	Building	122,914		108,501		Building	124,192		123,497
Equipment	Equipment	656,681		631,273		Equipment	687,563		678,220
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(463,163)		(419,915)		Accumulated depreciation and amortization	(489,552)		(480,390)
Total	Total	$	339,870	$	344,617	Total	$	344,914	$	344,178

The Company recorded depreciation expense of ~~$14.2~~$13.7 million and ~~$13.3~~$13.8 million for the three months ended ~~September 26,~~March 27, 2021 and March 28, 2020, ~~and September 28, 2019, respectively, and $42.0 million and $39.0 million for nine months ended September 26, 2020 and September 28, 2019,~~ respectively.

5. Goodwill and Other Intangible Assets

The amounts for goodwill and changes in the carrying value by segment for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 are as follows:

(in thousands) Electronics Automotive Industrial Total
As of December 28, 2019 $ 650,796 $ 131,321 $ 38,472 $ 820,589
Impairments 0 (33,841) 0 (33,841)
Currency translation 11,122 1,988 (67) 13,043
As of September 26, 2020 $ 661,918 $ 99,468 $ 38,405 $ 799,791

The Company tests its goodwill annually for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. During the second quarter of 2020, the Company recorded a non-cash charge of ~~$33.8 million to recognize the impairment of goodwill in the automotive sensors reporting unit within the Automotive segment. The goo~~dwill impairment charge was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2019 annual goodwill impairment test. These lower future expectations were driven by projected extended declines in end market demand due to the COVID-19 pandemic. In addition, during the second quarter of 2020, certain customers notified the Company of their decision to delay future programs along with a customer canceling their existing program. The goodwill impairment charge was determined using Level 3 inputs, including discounted cash flow analysis and comparable marketplace fair value data. As of ~~September 26, 2020, the automotive sensors reporting unit had $9.4 million of remaining goodwill.~~

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(in thousands)	Electronics		Automotive		Industrial		Total
Net book value of goodwill as of December 26, 2020
Gross goodwill as of December 26, 2020	$	676,325	$	138,354	$	47,551	$	862,230
Accumulated impairment losses as of December 26, 2020	0		(36,423)		(8,995)		(45,418)
Total	676,325		101,931		38,556		816,812
Changes during 2021:
Additions(a)	0		0		38,929		38,929

Currency translation	(8,124)		(2,012)		(19)		(10,155)
Net book value of goodwill as of March 27, 2021
Gross goodwill as of March 27, 2021	668,201		136,229		86,461		890,891
Accumulated impairment losses as of March 27, 2021	0		(36,310)		(8,995)		(45,305)
Total	$	668,201	$	99,919	$	77,466	$	845,586

(a) The additions resulted from the acquisition of Hartland.

The components of other intangible assets as of ~~September 26, 2020~~March 27, 2021 and December ~~28, 2019~~26, 2020 are as follows:


		As of September 26, 2020							As of March 27, 2021
(in thousands)	(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value		(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Land use rights	Land use rights	$	9,913	$	1,895	$	8,018	Land use rights	$	10,251	$	2,051	$	8,200
Patents, licenses and software	Patents, licenses and software	133,737		$	88,142	$	45,595	Patents, licenses and software	142,732		94,636		48,096
Distribution network	Distribution network	43,547		38,107		5,440		Distribution network	43,704		39,307		4,397
Customer relationships, trademarks, and tradenames	Customer relationships, trademarks, and tradenames	365,300		128,194		237,106		Customer relationships, trademarks, and tradenames	400,253		143,652		256,601

Total	Total	$	552,497	$	256,338	$	296,159	Total	$	596,940	$	279,646	$	317,294


		As of December 28, 2019							As of December 26, 2020
(in thousands)	(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value		(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Land use rights	Land use rights	$	9,649	$	1,730	$	7,919	Land use rights	$	10,280	$	2,007	$	8,273
Patents, licenses and software	Patents, licenses and software	131,164		78,828		52,336		Patents, licenses and software	137,210		92,868		44,342
Distribution network	Distribution network	43,239		36,163		7,076		Distribution network	43,910		38,980		4,930
Customer relationships, trademarks, and tradenames	Customer relationships, trademarks, and tradenames	360,534		106,618		253,916		Customer relationships, trademarks, and tradenames	372,064		137,722		234,342
Total	Total	$	544,586	$	223,339	$	321,247	Total	$	563,464	$	271,577	$	291,887

During the three months ended ~~September 26,~~March 27, 2021 and March 28, 2020, ~~and September 28, 2019,~~ the Company recorded amortization expense of ~~$10.1~~$10.5 million and ~~$9.8~~$10.0 million, respectively. ~~During the nine months ended September 26, 2020 and September 28, 2019, the Company recorded amortization expense of $29.9 million and $30.1 million, respectively.~~

The Company recognized a $0.3 million non-cash impairment charge in the first quarter of 2020 on a certain patent triggered by the Company’s announcement to consolidate a manufacturing facility within the Industrial segment.

During the three months ended March 27, 2021, the Company recorded additions to intangible assets of $39.7 million, related to the Hartland acquisition, the components of which were as follows:


(in thousands)	Weighted Average Useful Life	Amount
Patents, licenses and software	9.2	$	7,559

Customer relationships, trademarks, and tradenames	13.7	32,101
Total	0	$	39,660

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Estimated annual amortization expense related to intangible assets with definite lives as of ~~September 26, 2020~~March 27, 2021 is as follows:


(in thousands)	(in thousands)	Amount		(in thousands)	Amount
2020		$	41,742
2021	2021	38,258		2021	$	41,545
2022	2022	37,274		2022	40,791
2023	2023	32,492		2023	36,491
2024	2024	29,695		2024	33,054
2025 and thereafter		146,610
2025				2025	32,603
2026 and thereafter				2026 and thereafter	143,331
Total	Total	$	326,071	Total	$	327,815

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5.6. Accrued Liabilities

The components of accrued liabilities as of ~~September~~March 27, 2021 and December 26, 2020 ~~and December 28, 2019~~ are as follows:


(in thousands)	(in thousands)	September 26, 2020		December 28, 2019		(in thousands)	March 27, 2021		December 26, 2020
Employee-related liabilities	Employee-related liabilities	$	49,805	$	40,774	Employee-related liabilities	$	45,135	$	50,689
Operating lease liability	Operating lease liability	6,866		7,259		Operating lease liability	7,177		6,811
Interest	Interest	2,747		5,058		Interest	2,636		4,517
Restructuring liability						Restructuring liability	2,588		4,195
Customer liability						Customer liability	794		3,858
Professional services	Professional services	2,869		3,986		Professional services	3,010		3,321
Deferred revenue						Deferred revenue	2,713		2,959

Restructuring liability		4,542		2,679
Other non-income taxes	Other non-income taxes	3,509		1,940		Other non-income taxes	1,903		2,126
Other	Other	28,099		22,424		Other	32,398		32,002
Total	Total	$	98,437	$	84,120	Total	$	98,354	$	110,478

Employee-related liabilities consist primarily of payroll, sales commissions, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other client-related liabilities.

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7. Restructuring, Impairment and Other Charges

The Company recorded restructuring, impairment and other charges for the three ~~and nine~~ months ended ~~September 26,~~March 27, 2021 and March 28, 2020 ~~and September 28, 2019~~ as follows:


		Three months ended September 26, 2020								Nine months ended September 26, 2020									Three months ended March 27, 2021
(in thousands)	(in thousands)	Electronics		Automotive		Industrial		Total		Electronics		Automotive		Industrial		Total		(in thousands)	Electronics		Automotive		Industrial		Total
Employee terminations	Employee terminations	$	388	$	162	$	648	$	1,198	$	2,125	$	770	$	1,719	$	4,614	Employee terminations	$	257	$	0	$	163	$	420
Other restructuring charges	Other restructuring charges	0		0		79		79		0		108		104		212		Other restructuring charges	0		17		0		17
Total restructuring charges	Total restructuring charges	388		162		727		1,277		2,125		878		1,823		4,826		Total restructuring charges	257		17		163		437
Impairment	Impairment	0		0		0		0		0		33,841		2,237		36,078		Impairment	0		0		0		0

Total	Total	$	388	$	162	$	727	$	1,277	$	2,125	$	34,719	$	4,060	$	40,904	Total	$	257	$	17	$	163	$	437

Three months ended September 28, 2019 Nine months ended September 28, 2019
(in thousands) Electronics Automotive Industrial Total Electronics Automotive Industrial Total
Employee terminations $ 655 $ 109 $ 49 $ 813 $ 4,153 $ 3,955 $ 770 $ 8,878
Other restructuring charges 128 1,150 124 1,402 141 1,240 374 1,755
Total restructuring charges 783 1,259 173 2,215 4,294 5,195 1,144 10,633
Impairment 0 322 0 322 0 322 0 322
Total $ 783 $ 1,581 $ 173 $ 2,537 $ 4,294 $ 5,517 $ 1,144 $ 10,955


	Three months ended March 28, 2020
(in thousands)	Electronics		Automotive		Industrial		Total
Employee terminations	$	881	$	399	$	321	$	1,601
Other restructuring charges	1		120		3		124
Total restructuring charges	882		519		324		1,725
Impairment	0		0		2,237		2,237

Total	$	882	$	519	$	2,561	$	3,962

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2021

~~2020~~

For the three ~~and nine~~ months ended ~~September 26, 2020,~~March 27, 2021, the Company recorded total restructuring charges of ~~$1.3 million and $4.8~~$0.4 million, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Electronics and Industrial segments.

2020

For the three months ended March 28, 2020, the Company recorded total restructuring charges of $1.7 million, for employee termination costs and other restructuring charges. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions across all segments and the ~~previously~~ announced consolidation of a manufacturing facility within the Industrial segment. The Company also recognized ~~$36.1~~$2.2 million of impairment charges for the nine months ended September 26, 2020, which included a $33.8 million goodwill impairment charge associated with the automotive sensors reporting unit within the Automotive segment in the second quarter of 2020 and a $2.2 million impairment charge related to the land and building associated with the Company’s ~~previously announced consolidation of~~announcement to consolidate a manufacturing facility within the Industrial ~~segment in the first quarter of 2020. The impairment charges of the land and building were included in selling, general and administrative expenses. See Note 4,~~ ~~Goodwill and Other Intangible Assets~~ ~~for further discussion regarding the goodwill impairment charge.~~

~~2019~~

For the three and nine months ended September 28, 2019, the Company recorded total restructuring charges of $2.2 million, and $10.6 million, respectively, for employee termination costs and other restructuring charges. These charges primarily related to reorganization of operations and selling, general and administrative functions as well as integration of IXYS within the Electronics segment and the reorganization of operations in the commercial vehicle products and automotive sensors businesses within the Automotive segment.

The restructuring liability as of ~~September~~March 27, 2021 and December 26, 2020 ~~and December 28, 2019 are $4.5~~is $2.6 million and ~~$2.7~~$4.2 million, respectively. The restructuring liability is included within accrued liabilities in the Condensed Consolidated Balance Sheets. The Company anticipates the remaining payments associated with employee terminations will primarily be completed by ~~September 2021.~~the first quarter of 2022.

~~7. Debt~~

~~The carrying amounts of debt at September 26, 2020 and December 28, 2019 are as follows:~~

(in thousands) September 26,
2020 December 28,
2019
Revolving Credit Facility $ 180,000 $ 0
Term Loan 0 145,000
Euro Senior Notes, Series A due 2023 136,417 129,808
Euro Senior Notes, Series B due 2028 110,766 105,400
U.S. Senior Notes, Series A due 2022 25,000 25,000
U.S. Senior Notes, Series B due 2027 100,000 100,000
U.S. Senior Notes, Series A due 2025 50,000 50,000
U.S. Senior Notes, Series B due 2030 125,000 125,000
Other 2,619 2,619
Unamortized debt issuance costs (4,295) (3,669)
Total debt 725,507 679,158
Less: Current maturities 0 (10,000)
Total long-term debt $ 725,507 $ 669,158

~~Revolving Credit Facility / Term Loan~~

On March 4, 2016, the Company entered into a five-year credit agreement (“Credit Agreement”) with a group of lenders for up to $700.0 million. The Credit Agreement consisted of an unsecured revolving credit facility (“Revolving Credit Facility”) of $575.0 million and an unsecured term loan credit facility (“Term Loan”) of up to $125.0 million. In addition, the Company had the ability, from time to time, to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $150.0 million, in the aggregate, in each case in minimum increments of $25.0 million, subject to certain conditions and the agreement of participating lenders.

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8. Debt

The carrying amounts of ~~the~~ debt at March 27, 2021 and December 26, 2020 are as follows:


(in thousands)	March 27, 2021		December 26, 2020
Revolving Credit Facility	$	100,000	$	130,000

Euro Senior Notes, Series A due 2023	138,039		142,679
Euro Senior Notes, Series B due 2028	112,083		115,850
U.S. Senior Notes, Series A due 2022	25,000		25,000
U.S. Senior Notes, Series B due 2027	100,000		100,000
U.S. Senior Notes, Series A due 2025	50,000		50,000
U.S. Senior Notes, Series B due 2030	125,000		125,000
Other	2,619		2,619
Unamortized debt issuance costs	(3,876)		(4,114)
Total debt	648,865		687,034
Less: Current maturities	(25,000)		0
Total long-term debt	$	623,865	$	687,034

Revolving Credit Facility and the Term Loan by up to an additional $300.0 million, in the aggregate, subject to the satisfaction of certain conditions set forth in the Credit Agreement. Term Loans could be made in up to 2 advances. The first advance of $125.0 million occurred on October 13, 2017 and the second advance of $75.0 million occurred on January 16, 2018. For the Term Loan, the Company was required to make quarterly principal payments of 1.25% of the original term loan ($2.5 million quarterly) through maturity, with the remaining balance due on October 13, 2022. The Company paid $5.0 million of principal payments on the term loan before the Company amended the Credit Agreement on April 3, 2020 as discussed below.

On March 25, 2020, the company borrowed $100.0 million from the revolving credit facility to preserve financial flexibility and enhance liquidity, given the increasing levels of uncertainty related to coronavirus disease 2019 ("COVID-19").

On April 3, 2020, the Company amended ~~the~~its Credit Agreement to effect certain changes, including, among others: (i) eliminating the $200.0 million unsecured term loan credit facility, the remaining outstanding balance ($140.0 million) of which was repaid in full on April 3, 2020 through the revolving credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company; (iii) modifying performance-based interest rate margins and undrawn fees; and (iv) extending the maturity date to April 3, 2025. The amended Credit Agreement also allows the Company to increase the size of the revolving credit facility or enter into one or more tranches of term loans if there is no event of default and the Company is in compliance with certain financial covenants. The Company made payments of ~~$60.0~~$30.0 million on the amended revolving credit facility during the three months ended ~~September 26, 2020.~~March 27, 2021. The balance under the facility was ~~$180.0~~$100.0 million as of ~~September 26, 2020.~~March 27, 2021.

Outstanding borrowings under the amended Credit Agreement bears interest, at the Company’s option, at either LIBOR, fixed for interest periods of one, two, three or six-month periods, plus 1.25% to 2.00%, or at the bank’s Base Rate, as defined, plus 0.25% to 1.00%, based upon the Company’s Consolidated Leverage Ratio, as defined. The Company was also required to pay commitment fees on unused portions of the credit agreement ranging from 0.125% to 0.20%, based on the Consolidated Leverage Ratio, as defined in the agreement. The amended Credit Agreement included representations, covenants and events of default that are customary for financing transactions of this ~~nature.~~nature. The effective interest rate on outstanding borrowings under the credit facility was ~~1.90%~~1.61% at ~~September 26, 2020.~~March 27, 2021.

As of ~~September 26, 2020,~~March 27, 2021, the Company had 0 amount outstanding in letters of credit and had available ~~$245.1~~$571.3 million of borrowing capacity under the Revolving Credit Facility based on financial covenants. At ~~September 26, 2020,~~March 27, 2021, 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 2 series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017.

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in 2 series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) ~~(together,~~

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(together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in 2 series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together the “U.S. Senior Notes due 2025 and 2030” and with the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.

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

The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At ~~September 26, 2020,~~March 27, 2021, the Company was in compliance with all covenants under the Senior Notes.

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

Interest paid on all Company debt was ~~$6.4~~$6.2 million and $7.4 million for the three months ended ~~September 26,~~March 27, 2021 and March 28, 2020, ~~and September 28, 2019, and $17.2 million and $17.9 million for the nine months ended September 26, 2020 and September 28, 2019,~~ respectively.

8.9. Fair Value of Assets and Liabilities

For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:

Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2—Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable, and

Level 3—Valuations based upon one or more significant unobservable inputs.

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, which are held with an institution with sound credit rating 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 and recorded in investments and other assets.

Other Investments

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The Company has certain convertible debt and convertible preferred stock investments that are accounted for under the cost method reflected in other assets in the Condensed Consolidated Balance Sheets. ~~During the three months ended September~~As of March 27, 2021 and December 26, 2020, ~~the Company recorded impairment charges of $0.1 million and during the nine months ended September 28, 2019, the Company recorded impairment charges of $2.8 million in~~ ~~Other income, net~~ ~~in the Condensed Consolidated Statements of Net Income to adjust these certain investments to their estimated fair value. As of September 26, 2020 and December 28, 2019,~~ the balances of these investments were both $0.5 ~~million and $0.4 million, respectively.~~million. The fair value of these investments are measured on a nonrecurring basis using Level 3 inputs under the fair value hierarchy. The Company's accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs.

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Mutual Funds

The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in other assets.

There were no changes during the quarter ended ~~September 26, 2020~~March 27, 2021 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. On October 30, 2019, the Company entered a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Chinese renminbi and U.S. dollar. The foreign currency contract was not designated as a hedge instrument and was marked to market on a monthly basis. The notional value of the forward contracts at December 28, 2019 was $16.0 million and expired on May 5, 2020. On March 23, 2020, the Company unwound the foreign currency exchange forward contract entered on October 30, 2019 and recognized a gain of $0.2 million within ~~Other income, net~~ ~~during the nine months ended September 26, 2020~~. ~~The fair value of the foreign currency forward contract was valued using market exchange rates and classified as a Level 2 input under the fair value hierarchy.~~

As of ~~September~~March 27, 2021 and December 26, 2020, ~~and December 28, 2019,~~ the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of ~~September 26, 2020:~~March 27, 2021:


		Fair Value Measurements Using									Fair Value Measurements Using
(in thousands)	(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		(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	Cash Equivalents	$	92,472	$	0	$	0	$	92,472	Cash Equivalents	$	66,565	$	0	$	0	$	66,565
Investments in equity securities	Investments in equity securities	15,042		0		0		15,042		Investments in equity securities	25,830		0		0		25,830
Mutual funds	Mutual funds	11,692		0		0		11,692		Mutual funds	13,397		0		0		13,397
Total										Total	$	105,792	$	0	$	0	$	105,792

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December ~~28, 2019:~~26, 2020:


		Fair Value Measurements Using									Fair Value Measurements Using
(in thousands)	(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		(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	Cash Equivalents	$	118,999	$	0	$	0	$	118,999	Cash Equivalents	$	73,461	$	0	$	0	$	73,461
Investments in equity securities	Investments in equity securities	12,969		0		0		12,969		Investments in equity securities	19,186		0		0		19,186
Mutual funds	Mutual funds	10,464		0		0		10,464		Mutual funds	13,249		0		0		13,249
Total										Total	$	105,896	$	0	$	0	$	105,896

In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values. The Company’s revolving ~~and term loan debt~~credit facilities’ fair values approximate book value at ~~September~~March 27, 2021 and December 26, 2020, ~~and December 28, 2019,~~ 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 A and Series B and USD Senior Notes, Series A and Series B, as of ~~September~~March 27, 2021 and December 26, 2020 ~~and December 28, 2019~~ were as follows:

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		September 26, 2020				December 28, 2019					March 27, 2021				December 26, 2020
(in thousands)	(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Euro Senior Notes, Series A due 2023	Euro Senior Notes, Series A due 2023	$	136,417	$	136,686	$	129,808	$	131,710	Euro Senior Notes, Series A due 2023	$	138,039	$	140,084	$	142,679	$	144,323
Euro Senior Notes, Series B due 2028	Euro Senior Notes, Series B due 2028	110,766		114,947		105,400		110,336		Euro Senior Notes, Series B due 2028	112,083		117,703		115,850		123,588
USD Senior Notes, Series A due 2022	USD Senior Notes, Series A due 2022	25,000		25,460		25,000		25,054		USD Senior Notes, Series A due 2022	25,000		25,375		25,000		25,437
USD Senior Notes, Series B due 2027	USD Senior Notes, Series B due 2027	100,000		109,367		100,000		102,548		USD Senior Notes, Series B due 2027	100,000		106,174		100,000		109,552
USD Senior Notes, Series A due 2025	USD Senior Notes, Series A due 2025	50,000		53,323		50,000		50,775		USD Senior Notes, Series A due 2025	50,000		52,817		50,000		53,474
USD Senior Notes, Series B due 2030	USD Senior Notes, Series B due 2030	125,000		138,340		125,000		127,701		USD Senior Notes, Series B due 2030	125,000		130,764		125,000		138,036

The Company recognized impairment charges of $1.9 million for the land and building and $0.3 million for a certain patent as a result of the Company’s announcement to consolidate a manufacturing facility within the Industrial segment during the first quarter of 2020. See Note 6,7, Restructuring, Impairment and Other Charges, for further discussion. The fair value of the land and building was valued using a real estate appraisal and classified as a Level 3 input under the fair value hierarchy.

~~The second quarter of 2020 goodwill impairment charge was the result of measuring a reporting unit at fair value on a nonrecurring basis as shown below:~~

Nine Months Ended September 26, 2020 September 26, 2020
(in thousands) Impairment Charge Estimated Fair Value Measurement (Level 3) Carrying Value
Goodwill $33,841 $8,953 $ 9,449

~~See Note 4,~~ ~~Goodwill and Other Intangible Assets~~ ~~for further discussion regarding goodwill impairment charges.~~

9.10. Benefit Plans

The Company has company-sponsored defined benefit pension plans covering employees in the U.K., Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is based on years of service and final average pay.

The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other ~~income,,~~(income) expense, net in the Condensed Consolidated Statements of Net Income. The components of net periodic benefit cost for the three ~~and nine~~ months ended ~~September 26,~~March 27, 2021 and March 28, 2020 ~~and September 28, 2019~~ were as follows:


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
Components of net periodic benefit cost:	Components of net periodic benefit cost:									Components of net periodic benefit cost:
Service cost	Service cost	$	615	$	509	$	1,825	$	1,523	Service cost	$	702	$	618
Interest cost	Interest cost	511		777		1,655		2,374		Interest cost	440		658
Expected return on plan assets	Expected return on plan assets	(422)		(773)		(1,551)		(2,384)		Expected return on plan assets	(367)		(727)
Amortization of prior service and net actuarial loss	Amortization of prior service and net actuarial loss	279		60		688		184		Amortization of prior service and net actuarial loss	331		145
Net periodic benefit cost	Net periodic benefit cost	$	983	$	573	$	2,617	$	1,697	Net periodic benefit cost	$	1,106	$	694

The Company expects to make approximately ~~$2.3~~$2.2 million of ~~cash~~ contributions to ~~its pension~~the plans and pay $3.8 million of benefits directly in ~~2020.~~2021.

The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. The Company recorded expense of $0.5 million ~~and $0.2 million expense~~ for both the three months ended ~~September 26, 2020~~March 27, 2021 and ~~September~~March 28, ~~2019~~2020,

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respectively, ~~and $1.5 million and $0.6 million expense for the nine months ended September 26, 2020 and~~ ~~September 28, 2019, respectively,~~ in Cost of Salesand Other ~~income,~~(income) expense, net within the Condensed Consolidated Statements of Net Income. For the three ~~and nine~~ months ended ~~September 26,~~March 27, 2021 and March 28, 2020, the pre-tax amounts recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were both $0.2 ~~million and $0.5~~ million.

On April 7, 2020, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to directly pay and administer pension payments to certain of the Company’s U.K. pension plan participants, or their designated ~~beneficiaries, who have been receiving pension payments.~~beneficiaries. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately ~~$36~~$55 million, representing approximately ~~30%~~37% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand. In connection with this transaction, the Company will record a one-time non-cash settlement charge ~~in the second half of 2021~~ currently estimated between $18 million and $22 million in the fourth quarter of 2021, reflecting the accelerated recognition of unamortized actuarial losses

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in the plan. The actual amount and timing of the settlement charge could differ from this estimate due to final data and plan wind-up expenses. Due to the signing of the group annuity contract being a significant change in the U.K. pension plan, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $13.4 million (£10.9 million) to both the net pension liability and unamortized actuarial loss within other comprehensive income (loss) during the second ~~quarter.~~quarter of 2020. Additionally, the Company made a cash contribution of $10.4 million (£8.4 million) under this agreement during the second ~~quarter.~~quarter of 2020.

~~10.~~11. Other Comprehensive Income

Changes in other comprehensive income (loss) by component were as follows:


(in thousands)	(in thousands)	Three Months Ended September 26, 2020						Three Months Ended September 28, 2019						(in thousands)	Three Months Ended March 27, 2021						Three Months Ended March 28, 2020
		Pre-tax		Tax		Net of Tax		Pre-tax		Tax		Net of Tax			Pre-tax		Tax		Net of Tax		Pre-tax		Tax		Net of Tax
Defined benefit pension plan and other adjustments	Defined benefit pension plan and other adjustments	$	273	$	(290)	$	563	$	155	$	18	$	137	Defined benefit pension plan and other adjustments	$	506	$	52	$	454	$	555	$	(6)	$	561

Foreign currency translation adjustments	Foreign currency translation adjustments	16,418		0		16,418		(17,163)		0		(17,163)		Foreign currency translation adjustments	(5,325)		0		(5,325)		(15,540)		0		(15,540)
Total change in other comprehensive income (loss)	Total change in other comprehensive income (loss)	$	16,691	$	(290)	$	16,981	$	(17,008)	$	18	$	(17,026)	Total change in other comprehensive income (loss)	$	(4,819)	$	52	$	(4,871)	$	(14,985)	$	(6)	$	(14,979)

(in thousands) Nine Months Ended September 26, 2020 Nine Months Ended September 28, 2019
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plan and other adjustments $ (12,270) $ (2,555) $ (9,715) $ 278 $ 29 $ 249
Foreign currency translation adjustments 9,300 0 9,300 (14,933) 0 (14,933)
Total change in other comprehensive loss $ (2,970) $ (2,555) $ (415) $ (14,655) $ 29 $ (14,684)

Due to the signing of the group annuity contract being a significant change in the U.K. pension plan, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $13.4 million to unamortized actuarial loss within other comprehensive income (loss). See Note 9, ~~Benefits Plans~~ ~~for further discussion.~~

The following tables set forth the changes in accumulated other comprehensive ~~income~~ (loss) by component for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 and ~~September~~March 28, ~~2019:~~2020:

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(in thousands)	Defined benefit pension plan and other adjustments		Foreign currency translation adjustment		Accumulated other comprehensive (loss)
Balance at December 26, 2020	$	(34,141)	$	(57,016)	$	(91,157)

Activity in the period	454		(5,325)		(4,871)
Balance at March 27, 2021	$	(33,687)	$	(62,341)	$	(96,028)

(in thousands) Pension and
postretirement
liability and
reclassification
adjustments Foreign
currency
translation
adjustment Accumulated
other
comprehensive (loss) income
Balance at December 28, 2019 $ (18,046) $ (88,777) $ (106,823)
Activity in the period (9,715) 9,300 (415)
Balance at September 26, 2020 $ (27,761) $ (79,477) $ (107,238)


(in thousands)	(in thousands)	Pension and postretirement liability and reclassification adjustments		Foreign currency translation adjustment		Accumulated other comprehensive (loss) income		(in thousands)	Defined benefit pension plan and other adjustments		Foreign currency translation adjustment		Accumulated other comprehensive (loss)
Balance at December 29, 2018		$	(9,959)	$	(87,965)	$	(97,924)
Balance at December 28, 2019								Balance at December 28, 2019	$	(18,046)	$	(88,777)	$	(106,823)

Activity in the period	Activity in the period	249		(14,933)		(14,684)		Activity in the period	561		(15,540)		(14,979)
Balance at September 28, 2019		$	(9,710)	$	(102,898)	$	(112,608)
Balance at March 28, 2020								Balance at March 28, 2020	$	(17,485)	$	(104,317)	$	(121,802)

Amounts reclassified from accumulated other comprehensive ~~income~~ (loss) to earnings for the three ~~and nine~~ months ended ~~September 26,~~March 27, 2021 and March 28, 2020 ~~and September 28, 2019~~ were as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			(in thousands)	March 27, 2021		March 28, 2020
Pension and Postemployment plans:	Pension and Postemployment plans:										Pension and Postemployment plans:
Amortization of prior service and net actuarial loss	Amortization of prior service and net actuarial loss	$	452	$	60	$	1,226	$	184		Amortization of prior service and net actuarial loss	$	504	$	345

The Company recognizes the amortization of prior service costs in Other ~~income,~~(income) expense, net within the Condensed Consolidated Statements of Net Income.

~~11. Income Taxes~~

The effective tax rate for the three and nine months ended September 26, 2020 was 17.9% and 23.1% respectively, compared to the effective tax rate for the three and nine months ended September 28, 2019 of 13.9% and 17.7%. The effective tax rates for the 2020 periods are higher than the effective tax rates for the comparable 2019 periods, primarily due to the impact of the goodwill impairment charge of $33.8 million that was recorded in the second quarter of 2020, the substantial majority of which did not result in a tax benefit in the annual estimated effective tax rate, as well as a reduction in the forecasted income earned in lower tax jurisdictions in 2020 driven by the uncertainty resulting from the impact of COVID-19.

The effective tax rate for the first nine months of 2020 is higher than the applicable U.S. statutory tax rate primarily due to the impact of the goodwill impairment charge of $33.8 million that was recorded in the second quarter of 2020, the substantial majority of which did not result in a tax benefit in the annual estimated effective tax rate, as well as the forecasted impact of non-U.S. losses and expenses with no tax benefit and the U.S. global intangible low-taxed income tax provisions (in the 2019 comparable period the impact of these items was more than offset by the impact of income earned in lower tax jurisdictions), offset in part by the impact of income earned in lower tax jurisdictions.

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12. Income Taxes

The effective tax rate for the three months ended March 27, 2021 was 20.6%, compared to the effective tax rate for the three months ended March 28, 2020 of 30.6%. The effective tax rate for the 2021 period is lower than the effective tax rate for the comparable 2020 period primarily due to an increase in the forecasted income earned in lower tax jurisdictions in 2021 as compared to 2020. The effective tax rate for the 2021 period is approximately the same as the applicable U.S. statutory rate.

13. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


		Three Months Ended				Nine Months Ended					Three Months Ended
(in thousands, except per share amounts)	(in thousands, except per share amounts)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands, except per share amounts)	March 27, 2021		March 28, 2020
Numerator:	Numerator:									Numerator:
Net income as reported	Net income as reported	$	55,356	$	35,647	$	71,009	$	116,428	Net income as reported	$	57,713	$	24,644

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding									Weighted average shares outstanding
Basic	Basic	24,357		24,482		24,354		24,646		Basic	24,532		24,393
Effect of dilutive securities	Effect of dilutive securities	216		202		181		248		Effect of dilutive securities	360		185
Diluted	Diluted	24,573		24,684		24,535		24,894		Diluted	24,892		24,578

Earnings Per Share:	Earnings Per Share:									Earnings Per Share:
Basic earnings per share	Basic earnings per share	$	2.27	$	1.46	$	2.92	$	4.72	Basic earnings per share	$	2.35	$	1.01
Diluted earnings per share	Diluted earnings per share	$	2.25	$	1.44	$	2.89	$	4.68	Diluted earnings per share	$	2.32	$	1.00

Potential shares of common stock relating to stock options and restricted share units excluded from the earnings per share calculation because their effect would be anti-dilutive were ~~290,262~~15 and ~~205,516~~153,836 for the three months ended ~~September 26,~~March 27, 2021 and March 28, 2020, ~~and September 28, 2019, respectively, and 194,857 and 147,090 for the nine months ended September 26, 2020 and September 28, 2019,~~ respectively.

Share Repurchase Program

~~The Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock under a program for the period May 1, 2018 to April 30, 2019 ("2018 program").~~ On April 26, 2019, the Company's Board of Directors authorized to a program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2019 to April 30, 2020 ("2019 program") ~~to replace its previous expired 2018 program.~~. On April ~~23,~~29, 2020, the ~~Company's~~Company announced that the Board of Directors authorized a new program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2020 to April 30, 2021 (the "2020 program") to replace its previous expired 2019 program. ~~The~~On April, 28, 2021, the Company ~~has suspended share repurchases~~announced that the Board of Directors authorized a new three year program to repurchase up to $300.0 million in the aggregate of shares of the Company’s common stock for the ~~near-term due~~period May 1, 2021 to ~~the uncertainty of the impact and duration of COVID-19 and~~April 30, 2024 to ~~focus on other capital allocation priorities.~~replace its previous 2020 program.

The Company did 0t repurchase any shares of its common stock for the three months ended ~~September 26, 2020.~~March 27, 2021. During the three months ended ~~September~~March 28, ~~2019,~~2020, the Company repurchased ~~311,786 shares of its common stock totaling $49.5 million. For the nine months ended September 26, 2020 and September 28, 2019, the Company repurchased~~ 175,110 ~~and 579,916~~ shares of its common stock totaling $22.9 ~~million and $95.0 million, respectively.~~million.

~~13.~~14. Related Party Transactions

~~As a result of the Company’s acquisition of IXYS, the~~The Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions.

Powersem GmbH: The Company owns 45% of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany.

EB-Tech Co., Ltd.: The Company owns approximately 19% of the outstanding equity of EB Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea.

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Automated Technology (Phil), Inc.: The Company owns approximately 24% of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services. One member of the Company's Board of Directors serves on the Board of Directors of ATEC.

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		For the Three Months Ended September 26, 2020						For the Three Months Ended September 28, 2019							For the Three Months Ended March 27, 2021						For the Three Months Ended March 28, 2020
(in millions)	(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC		(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC
Sales to related party	Sales to related party	$	0.4	$	0	$	0	$	0.2	$	0	$	0	Sales to related party	$	0.2	$	0	$	0	$	0.4	$	0	$	0
Purchase material/service from related party	Purchase material/service from related party	0.8		0		2.4		0.8		0.1		1.7		Purchase material/service from related party	$	1.1	$	0.1	$	3.0	$	0.2	$	0	$	1.8

		For the Nine Months Ended September 26, 2020						For the Nine Months Ended September 28, 2019
(in millions)		Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC
Sales to related party		$	1.1	$	0	$	0	$	0.4	$	0	$	0
Purchase material/service from related party		1.8		0		5.8		2.4		0.3		5.5

		September 26, 2020						December 28, 2019							March 27, 2021						December 26, 2020
(in millions)	(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC		(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC
Accounts Receivable balance	Accounts Receivable balance	$	0.1	$	0	$	0	$	0	$	0	$	0	Accounts Receivable balance	$	0	$	0	$	0	$	0.1	$	0	$	0
Accounts Payable balance	Accounts Payable balance	0.1		0		0.1		0.2		0		0.1		Accounts Payable balance	$	0.2	$	0	$	0.3	$	0.1	$	0	$	0.2

Additionally, the Company has certain cost method investments in VTOOL Ltd. and Securepush Ltd. with a total book value of $0.5 million as of ~~September~~March 27, 2021 and December 26, 2020 and one member of the Company’s Board of Directors is currently an investor and a director of VTOOL Ltd. and Securepush Ltd.

~~On April 26, 2019, the Company sold its subsidiary Microwave Technology, LLC. (“MWT”) resulting in a loss on disposal of~~ ~~$2.6 million reflected in~~ ~~Other income, net~~ ~~in the Condensed Consolidated Statements of Net Income.~~ ~~The operations of MWT were included in the Electronics segment. One member of the Company’s Board of Directors is an owner of a company that purchased MWT.~~

~~14.~~15. Segment Information

The Company and its subsidiaries design, manufacture and sell components and modules ~~for circuit protection, power control~~empowering a sustainable, connected, and ~~sensing throughout the~~safer world. The Company reports its operations by the following segments: Electronics, Automotive, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

Sales, marketing, and research and development expenses are charged directly into each operating segment. Purchasing, logistics, customer service, finance, information technology, and human resources are shared functions that are allocated back to the 3 operating segments. The Company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments' current results, are not allocated but identified as “Other”. Additionally, the Company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Although the CODM uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole.

•Electronics Segment: Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, 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, metal-oxide-semiconductor field effect transistors (“MOSFETs”) and silicon carbide diodes; and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and

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power conversion, automotive electronics, electric vehicle and related infrastructure, power supplies, data centers and telecommunications, medical devices, alternative energy, ~~consumer electronics~~building and ~~white goods.~~home automation, appliances, and mobile electronics.

•Automotive Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-I suppliers and parts distributors in passenger car, heavy duty truck, off-road vehicles, material handling, agricultural, construction and other commercial vehicle end markets. Passenger car fuse products ~~include fuses and fuse accessories~~ for internal combustion engine, ~~vehicles and~~ hybrid and electric vehicles including blade fuses, battery cable

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protectors, resettable fuses, high-current fuses, and high-voltage fuses. Commercial vehicle products include fuses, switches, relays, and power distribution modules ~~for the commercial vehicle industry.~~used in applications serving a number of end markets, including heavy truck, construction, agriculture and material handling. Automotive sensor products include a wide range of automotive and commercial vehicle products designed to monitor the passenger compartment ~~occupants,~~occupant's safety and environment as well as the vehicle’s powertrain.

•Industrial Segment: Consists of ~~power fuses, protection relays and controls and other~~industrial circuit protection products ~~for use~~(i.e. fuses, power distribution modules, switches) and industrial control products (i.e. relays, transformers, contactors, sensors). These products are used in ~~various industrial~~a variety of applications ~~such as oil, gas, mining, alternative energy, electric vehicle infrastructure, non-residential construction,~~and end-markets including: Renewable Energy, Energy Storage, HVAC, ~~systems, elevators~~Electric Vehicle Infrastructure, Industrial Equipment, Industrial Automation, Construction, Mining, and ~~other industrial equipment.~~

Oil & Gas.

Segment information is summarized as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
Net sales	Net sales									Net sales
Electronics	Electronics	$	255,349	$	227,252	$	692,809	$	752,199	Electronics	$	286,535	$	214,189
Automotive	Automotive	104,724		104,681		271,493		326,814		Automotive	128,529		104,770
Industrial	Industrial	31,493		30,038		80,697		86,337		Industrial	48,730		27,137
Total net sales	Total net sales	$	391,566	$	361,971	$	1,044,999	$	1,165,350	Total net sales	$	463,794	$	346,096

Depreciation and amortization	Depreciation and amortization									Depreciation and amortization
Electronics	Electronics	$	15,819	$	14,960	$	46,967	45,031		Electronics	$	15,381	$	15,531
Automotive	Automotive	7,370		7,067		21,628		20,848		Automotive	7,073		7,187
Industrial	Industrial	1,140		1,061		3,270		3,177		Industrial	1,744		1,084

Total depreciation and amortization	Total depreciation and amortization	$	24,329	$	23,088	$	71,865	$	69,056	Total depreciation and amortization	$	24,198	$	23,802

Operating income	Operating income									Operating income
Electronics	Electronics	$	45,860	$	34,567	$	110,783	$	127,233	Electronics	$	55,523	$	32,272
Automotive	Automotive	15,383		11,437		20,642		34,987		Automotive	20,316		14,116
Industrial	Industrial	4,898		6,822		8,409		16,158		Industrial	3,506		3,534
Other(a)	Other(a)	(1,583)		(5,659)		(42,476)		(17,904)		Other(a)	(2,864)		(5,172)
Total operating income	Total operating income	64,558		47,167		97,358		160,474		Total operating income	76,481		44,750
Interest expense	Interest expense	4,988		5,559		16,261		16,834		Interest expense	4,673		5,418
Foreign exchange (gain) loss		(6,174)		4,968		(9,600)		5,636
Other income, net		(1,682)		(4,764)		(1,643)		(3,406)
Foreign exchange loss										Foreign exchange loss	6,837		2,584
Other (income) expense, net										Other (income) expense, net	(7,737)		1,249
Income before income taxes	Income before income taxes	$	67,426	$	41,404	$	92,340	$	141,410	Income before income taxes	$	72,708	$	35,499

(a) Included in “Other” Operating income for the ~~third~~first quarter of 2021 was $3.5 million of purchase accounting inventory step-up charges, $0.8 million of legal and professional fees and other expenses related to Hartland and other contemplated acquisitions and $0.4 million of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment and Other Charges, for further discussion. In addition, there was a $1.9 million gain from the sale of a building within the Electronics segment.

Included in "Other" Operating income for the first quarter of 2020 ~~is $0.3~~was $1.2 million ~~($1.6 million year-to-date)~~ of ~~acquisition-related and~~acquisition integration charges related to the IXYS acquisition and other contemplated acquisitions. In addition, there ~~was $1.3~~were $4.0 million ~~($40.9 million year-to-date)~~ of restructuring, impairment and other charges, primarily related to employee termination costs of $1.2 million ($4.6 million year-to-date), and other restructuring charges of $0.1 million ($0.2 million year-to-date), the goodwill impairment charge of $33.8 million recorded in the second quarter associated with the automotive sensors reporting unit within the Automotive segment, and impairment charges of $2.2 million ~~recorded in the first quarter~~ associated with the announced consolidation of a manufacturing facility within the Industrial segment and $1.7 million of employee termination costs and other restructuring charges. See Note 7, Restructuring, Impairment and Other Charges, for further discussion.

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~~announced consolidation of a manufacturing facility within the Industrial segment. See Note 4,~~ ~~Goodwill and Other Intangible Assets and~~ ~~Note 6,~~ ~~Restructuring, Impairment and Other Charges,~~ ~~for further discussion.~~

Included in "Other" Operating income for the third quarter of 2019 is $3.2 million ($6.9 million year-to-date) of acquisition integration charges primarily related to the IXYS acquisition. In addition, there were $2.5 million ($11.0 million year-to-date) of restructuring charges primarily related to employee termination costs.

The Company’s net sales by country were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
Net sales	Net sales									Net sales
United States	United States	$	106,121	$	105,292	$	285,901	$	340,811	United States	$	130,931	$	102,910
China	China	126,506		101,960		314,547		316,553		China	139,158		86,015
Other countries(a)	Other countries(a)	158,939		154,719		444,551		507,986		Other countries(a)	193,705		157,171
Total net sales	Total net sales	$	391,566	$	361,971	$	1,044,999	$	1,165,350	Total net sales	$	463,794	$	346,096

The Company’s long-lived assets by country were as follows:


(in thousands)	(in thousands)	September 26, 2020		December 28, 2019		(in thousands)	March 27, 2021		December 26, 2020
Long-lived assets	Long-lived assets					Long-lived assets
United States	United States	$	52,009	$	58,081	United States	$	48,908	$	46,132
China	China	82,956		88,306		China	85,280		85,876
Mexico	Mexico	68,346		73,096		Mexico	72,499		70,125
Germany	Germany	37,611		36,025		Germany	36,227		37,976
Philippines	Philippines	64,171		51,738		Philippines	66,956		66,994
Other countries(a)	Other countries(a)	34,777		37,371		Other countries(a)	35,044		37,075
Total long-lived assets	Total long-lived assets	$	339,870	$	344,617	Total long-lived assets	$	344,914	$	344,178

The Company’s additions to long-lived assets by country were as follows:


		Nine Months Ended					Three Months Ended
(in thousands)	(in thousands)	September 26, 2020		September 28, 2019		(in thousands)	March 27, 2021		March 28, 2020
Additions to long-lived assets	Additions to long-lived assets					Additions to long-lived assets
United States	United States	$	2,712	$	4,972	United States	$	683	$	580
China	China	6,414		12,418		China	2,142		1,657
Mexico	Mexico	7,291		12,650		Mexico	6,121		2,592
Germany	Germany	3,793		4,335		Germany	593		753
Philippines	Philippines	15,331		9,546		Philippines	2,443		3,218
Other countries(a)	Other countries(a)	1,152		3,454		Other countries(a)	754		2,508
Total additions to long-lived assets	Total additions to long-lived assets	$	36,693	$	47,375	Total additions to long-lived assets	$	12,736	$	11,308

(a)Each country included in other countries is less than 10% of net sales.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”).

Certain statements in this section and other parts of this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of the federal securities laws and are entitled to the safe-harbor provisions of the PSLRA. These statements include statements regarding the Company’s future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy, although not all forward-looking statements contain such terms. The Company cautions that forward-looking statements, which speak only as of the date they are made, are subject to risks, uncertainties and other factors, and actual results and outcomes may differ materially from those indicated or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties relating to general economic conditions; the severity and duration of the coronavirus disease 2019 ("COVID-19") pandemic and the measures taken in response thereto and the effects of those items on the Company’s business; product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes; integration of acquisitions may not be achieved in a timely manner, or at all; and other risks that may be detailed in Item 1A. "Risk Factors" of ~~this~~ ~~Quarterly Report on Form 10-Q for the quarter ended September 26, 2020,~~ the Company's Annual Report on Form 10-K for the year ended December ~~28, 2019,~~26, 2020, and the Company's other filings and submissions with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.

This report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with information provided in the consolidated financial statements and the related Notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December ~~28, 2019.~~26, 2020.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide information that is supplemental to, and should be read together with, the consolidated financial statements and the accompanying notes. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the consolidated financial statements, (ii) the changes in certain key items within those financial statements from year-to-year, (iii) the primary factors that contributed to those changes, and (iv) any changes in known trends or uncertainties that we are aware of and that may have a material effect on future performance. In addition, MD&A provides information about the Company’s segments and how the results of those segments impact the results of operations and financial condition as a whole.

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Executive Overview

Founded in 1927, Littelfuse is an industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 15 countries, and with 12,000 global ~~manufacturer of leading technologies in circuit protection, power control~~associates, we partner with customers to design and ~~sensing.~~

deliver innovative, reliable solutions. Serving over 100,000 end customers, ~~the Company’s~~our products are found in ~~automotive~~a variety of industrial, transportation and ~~commercial vehicles, industrial~~

~~applications, data and telecommunications, medical devices, consumer~~ electronics and appliances. With its broad product portfolio of fuses, semiconductors, polymers, ceramics, relays and sensors, and extensive global infrastructure, the Company’s worldwide associates partner with its customers to design, manufacture and deliver innovative, high-quality solutions for a safer, greener and increasingly connected world.end markets – everywhere, every day.

The Company maintains a network of global laboratories and engineering centers that develop new products and product enhancements, provide customer application support and test products for safety, reliability, and regulatory compliance. The Company conducts its business through three reportable segments: Electronics, Automotive, and Industrial. Within these segments, the Company designs, manufactures and sells components and modules ~~for circuit protection, power control~~empowering a sustainable, connected, and ~~sensing products throughout the~~safer world. ~~The circuit protection~~Our products protect against electrostatic discharge, power surges, short circuits, voltage spikes and other harmful ~~occurrences; our power control products~~occurrences, safely and efficiently control power and improve productivity and ~~our sensor products~~ are used to identify and detect temperature, proximity, flow speed and fluid level in various applications.

Executive Summary

For the ~~third~~first quarter of ~~2020,~~2021, the Company recognized net sales of ~~$391.6~~$463.8 million compared to ~~$362.0~~$346.1 million in the ~~third~~first quarter of ~~2019~~2020 representing an increase of ~~$29.6~~$117.7 million, or ~~8.2%~~34.0%. The increase was ~~primarily~~ driven by higher ~~volume~~volumes across all businesses in the Electronics and Automotive segments, $16.7 million or 3.6% of net sales from the Hartland acquisition within the Industrial segment and ~~$4.4~~$12.4 million or ~~1.2%~~3.6% of favorable changes in foreign exchange rates. The Company recognized net income of ~~$55.4~~$57.7 million, or ~~$2.25~~$2.32 per diluted share, in the ~~third~~first quarter of ~~2020~~2021 compared to net income of ~~$35.6~~$24.6 million, or ~~$1.44~~$1.00 per diluted share in the ~~third~~first quarter of ~~2019.~~2020. The increase in net income reflects higher operating income of $31.7 million driven by a $23.3 million and $6.2 million increase in operating income in the Electronics and Automotive segments, respectively, increases of $9.7 million of unrealized gains associated with our equity investments partially offset by higher foreign exchange ~~gains and lower acquisition-related and integration charges.~~losses of $4.3 million.

On January 28, 2021, the Company acquired Hartland Controls ("Hartland"), a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning (HVAC) and other industrial and control systems applications with annualized sales of approximately $70 million. The ~~Company continues to take actions to improve its cost structure. The Company expects to realize cost savings from~~purchase price for Hartland was approximately $112.3 million and the ~~restructuring activities taken during 2019 and 2020, including the reorganization~~operations of ~~certain research and development, selling and administrative functions across all segments. The Company is also~~Hartland are included in ~~process of several restructuring activities across its manufacturing and supply chain footprint, including the consolidation of a manufacturing facility within~~ the Industrial ~~Segment, which is expected to be completed in the first half of 2021.~~segment.

Net cash provided by operating activities was ~~$164.3~~$50.2 million for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 as compared to ~~$160.9~~$45.3 million for the ~~nine~~three months ended ~~September~~March 28, ~~2019.~~2020. The increase in net cash provided by operating activities was primarily due to ~~lower annual incentive payments and favorable changes in net working capital~~higher cash earnings partially offset by ~~lower earnings largely due to the impact of COVID-19.~~increases in working capital resulting from higher sales growth.

On March 25, 2020, the company borrowed $100.0 million from its current revolving credit facility to preserve financial flexibility and enhance liquidity, given the increasing levels of uncertainty related to COVID-19. On April 3, 2020, the Company amended the existing credit agreement to effect certain changes, including, among others: (i) eliminating the $200.0 million unsecured term loan credit facility, the remaining outstanding balance ($140.0 million) of which was repaid in full on April 3, 2020 through the revolving credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company; (iii) modifying performance-based interest rate margins and undrawn fees; and (iv) extending the maturity date to April 3, 2025. The amended credit agreement also allows the Company to increase the size of the revolving credit facility or enter into one or more tranches of term loans if there is no event of default and the Company is in compliance with certain financial covenants. The Company made payments of $60.0 million on the amended revolving credit facility during the three months ended September 26, 2020.~~The balance under the facility was $180.0 million as of September 26, 2020.~~

On April 7, 2020, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay and administer pension payments to certain of the Company’s UK pension plan participants, or their designated beneficiaries, who have been receiving pension payments. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $36 million, representing approximately 30% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand. In connection with this transaction, the Company will record a one-time non-cash settlement charge in the second half of 2021 currently estimated between $18 million and $22 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.

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Impact of COVID-19 on Business

The Company continued to manage through the COVID-19 impacts during the third quarter, with a lesser impact to its financial results compared to the first six months of 2020. Our manufacturing facilities generally operated at normal capacity levels as production disruptions were minimal during the third quarter. The effects from COVID-19 ~~continued~~continue to drive ~~higher freight cost, as well as~~increased costs, though lower than 2020 levels. Ongoing costs include spending on personal protective equipment ("PPE"), additional personnel and employee transportation costs, ~~partially offset by certain international government subsidies~~ and ~~COVID-19 relief programs.~~

~~The Company’s priorities continue~~manufacturing inefficiencies, as well as an increase in freight costs due to ~~be first, on our associates, their families and~~ the communities in which we operate; second, our customers; and third, long-term financial health of the company. In an effort to protect the health and safety of our employees, the Company has enacted numerous proactive, aggressive actions at its facilities globally, and implemented a number of safety procedures including hygiene and disinfection protocols, social distancing and wearing PPE. The Company expects these actions will continue for the foreseeable future.

During the first half of 2020, governments around the world enacted various measures in an effort to contain COVID-19 and slow its spread. These measures included orders to close all businesses not deemed “essential”, isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities, which disrupted certain of our operating locations in aroundtransportation capacity constraints across the world. ~~During the third quarter, all of our manufacturing facilities have been operating and are generally at normal capacity levels.~~

The Company continues to work with customers to meet production requirements for their products, many of which are considered essential, including healthcare and medical devices, transportation, communication and energy infrastructure.

The Company anticipates that the global health crisis caused by COVID-19 may continue to negatively impact its business activity for the foreseeable future. It is currently difficult to estimate the magnitude of the COVID-19 disruption, if future disruptions will occur due to a resurgence in COVID-19 cases and its impact on our employees, customers, suppliers and vendors. The Company will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and other stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business and operations, including the effects on our customers, employees, and prospects, or on our financial results for the ~~remainder of~~ fiscal ~~2020.~~year 2021.

~~Goodwill Impairment Assessment~~

The Company performs its annual goodwill impairment tests on the first day of the fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. As part of its interim review for indicators of impairment, management analyzed potential changes in the value of individual reporting units with goodwill based on each reporting unit’s operating results for the nine months ended September 26, 2020 compared to expected results. In addition, management considered how other key assumptions, including discount rates and expected long-term growth rates, used in last fiscal year’s impairment analysis, could be impacted by changes in market conditions and economic events. Management considered trends in these factors when performing its assessment of whether an interim impairment review was required for any reporting unit. Based on September 26, 2020 interim assessment, Management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying value. Nevertheless, a continued global economic slowdown and further business disruption due to COVID-19 could result in changes to expectations of future financial results and key valuation assumptions.

During the second quarter of 2020, the Company recorded a non-cash charge of $33.8 million to recognize the impairment of goodwill in the automotive sensors reporting unit within the Automotive segment. The goodwill impairment charge was due to reductions in the estimated fair value for the automotive sensors reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2019 annual goodwill impairment test. These lower future expectations were driven by projected extended declines in end market demand due to the COVID-19 pandemic. In addition, during the second quarter of 2020, certain customers notified the Company of their decision to delay future programs along with a customer canceling an existing program. The goodwill impairment charge was determined using Level 3 inputs, including discounted cash flow analysis and comparable marketplace fair value data. As of September 26, 2020, the automotive sensors reporting unit had $9.4 million of remaining goodwill.

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The semiconductor reporting unit has experienced declines in net sales for the nine months ended September 26, 2020 due to temporary shut-downs of its plants as well as outsourced manufacturing partners and lower customer demand primarily due to COVID-19. The Company continues to evaluate the impact of COVID-19 on its long-term expectations for this unit. Further negative developments having a significant impact on the estimated fair value of this reporting unit could result in future goodwill impairment charges. As of the September 30, 2019 annual goodwill impairment test, the semiconductors reporting unit estimated fair value exceeded its book value by approximately 42%. As of September 26, 2020, $473.3 million of goodwill was allocated to the semiconductors reporting unit. The semiconductors reporting unit is included within the Electronics segment.

~~Risks Related to Market Conditions~~

While the Company has not historically or currently as of September 26, 2020 had significant credit risk on its accounts receivable, the impact of the COVID-19 pandemic and associated economic slowdown may increase the Company’s credit risk on accounts receivable. It is possible that the Company’s customers may experience liquidity issues which may impact the timing of the collections on receivables. The Company will continue to evaluate how the ongoing pandemic may impact collectability.

Results of Operations

The following table summarizes the Company’s unaudited condensed consolidated results of operations for the periods presented. The ~~third~~first quarter of 2021 includes $3.5 million of purchase accounting inventory step-up charges, $0.8 million of legal and professional fees and other expenses related to Hartland and other contemplated acquisitions and $0.4 million of

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restructuring, impairment and other charges, primarily related to employee termination costs. In addition, there was a $1.9 million gain from the sale of a building within the Electronics segment.

The first quarter of 2020 includes ~~$0.3~~$1.2 million ~~($1.6 million year-to-date)~~ of ~~acquisition-related and~~acquisition integration charges related to the IXYS acquisition and other contemplated acquisitions. In addition, there were ~~$1.3~~$4.0 million ~~($40.9 million year-to-date)~~ of restructuring, impairment and other charges, primarily related employee termination costs of $1.2 million ($4.6 million year-to-date), and other restructuring charges of $0.1 million ($0.2 million year-to-date), the goodwill impairment charge of $33.8 million recorded in the second quarter associated with the automotive sensors reporting unit within the Automotive segment, andto impairment charges of $2.2 million ~~recorded in the first quarter~~ associated with the announced consolidation of a manufacturing facility within the Industrial ~~segment.~~

~~The third quarter~~segment and $1.7 million of ~~2019 includes $5.7 million ($17.9 million year-to-date) of non-segment charges, of which $2.5 million ($11.0 million year-to-date) of restructuring charges are primarily related to~~ employee termination costs and other restructuring ~~charges and $3.2 million ($6.9 million year-to-date) of acquisition-related and integration charges are primarily related to the IXYS acquisition and other contemplated acquisitions.~~charges.


		Third Quarter								First Nine Months									First Quarter
(in thousands)	(in thousands)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands)	2021		2020		Change		% Change
Net sales	Net sales	$	391,566	$	361,971	$	29,595	8.2	%	$	1,044,999	$	1,165,350	$	(120,351)	(10.3)	%	Net sales	$	463,794	$	346,096	$	117,698	34.0	%
Cost of sales																		Cost of sales	303,328		221,740		81,588		36.8	%
Gross profit	Gross profit	138,176		130,946		7,230		5.5	%	360,987		427,982		(66,995)		(15.7)	%	Gross profit	160,466		124,356		36,110		29.0	%
Operating expenses	Operating expenses	73,618		83,779		(10,161)		(12.1)	%	263,629		267,508		(3,879)		(1.5)	%	Operating expenses	83,985		79,606		4,379		5.5	%
Operating income	Operating income	64,558		47,167		17,391		36.9	%	97,358		160,474		(63,116)		(39.3)	%	Operating income	76,481		44,750		31,731		70.9	%
Income before income taxes	Income before income taxes	67,426		41,404		26,022		62.8	%	92,340		141,410		(49,070)		(34.7)	%	Income before income taxes	72,708		35,499		37,209		104.8	%
Income taxes	Income taxes	12,070		5,757		6,313		109.7	%	21,331		24,982		(3,651)		(14.6)	%	Income taxes	14,995		10,855		4,140		38.1	%
Net income	Net income	$	55,356	$	35,647	$	19,709	55.3	%	$	71,009	$	116,428	$	(45,419)	(39.0)	%	Net income	$	57,713	$	24,644	$	33,069	134.2	%

Net Sales

Net sales increased ~~$29.6~~$117.7 million or ~~8.2% for the third quarter of 2020 compared to the third quarter of 2019 primarily due to higher volume in Electronics segment, and $4.4~~34.0% including $12.4 million or ~~1.2%~~3.6% of favorable changes in foreign exchange ~~rates.~~

~~Net sales decreased $120.4 million or 10.3%~~rates for the first ~~nine months~~quarter of ~~2020~~2021 compared to the first ~~nine months~~quarter of ~~2019~~2020. The increase was primarily due to ~~lower volume driven by the disruption across~~higher sales of $72.3 million and $23.8 million, respectively, in the Electronics and Automotive segments ~~due to temporary closures of manufacturing facilities in the first half of the fiscal year resulting from government directives due to the impact of~~

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~~COVID-19, lower~~driven by higher volumes across all businesses within these segments. The volume ~~across~~increase within the Electronics segment ~~from~~was led by greater customer demand for products and devices for work-from-home and stay-at-home needs, and strong global automotive demand driving an increase for products used in automotive electronics ~~distribution partners~~ and ~~end customers reducing excess inventories and production, and lower~~electric vehicles. The volume ~~across~~increase within the Automotive segment was due to ~~a decline in~~stronger global auto ~~production~~and commercial vehicle market demand. The remaining increase in net sales was due to $16.7 million of net sales resulting from the Hartland acquisition included in the Industrial segment.

Cost of Sales

Cost of sales was $303.3 million, or 65.4% of net sales, in 2021, compared to $221.7 million, or 64.1% of net sales, in 2020. The increase in cost of sales was primarily due to greater volume in the Electronics and Automotive segments driven by ~~lower global end market demand, and $1.2~~the factors discussed above along with the acquisition of Hartland. As a percent of net sales, cost of sales increased 1.3% driven by higher freight costs of $7.3 million, or ~~0.1%~~0.9%, the Hartland purchase accounting inventory charges of ~~unfavorable changes in foreign exchange rates.~~$3.5 million or 0.8%, and higher commodity costs partially offset by cost reductions.

Gross Profit

Gross profit was ~~$138.2~~$160.5 million, or ~~35.3%~~34.6% of net sales, in the ~~third~~first quarter of ~~2020~~2021 compared to ~~$130.9~~$124.4 million, or ~~36.2%~~35.9% of net sales, for the ~~third~~first quarter of ~~2019.~~2020. The $36.1 million increase in gross profit iswas primarily due to higher volume in the Electronics ~~segment, partially offset by higher freight, supplies~~ and ~~other costs due to the impact of COVID-19. The decrease in gross margin is primarily due to unfavorable price and product mix and changes in foreign exchange rates.~~

Gross profit was $361.0 million, or 34.5% of net sales, in the first nine months of 2020 compared to $428.0 million, or 36.7% of net sales, for the first nine months of 2019. The decrease in gross profit reflected lower volume across allAutomotive segments. The decrease in gross margin isof 1.3% was primarily due to ~~lower~~the higher freight costs of $7.3 million or 0.9%, the purchase accounting inventory charges of $3.5 million or 0.8%, higher commodity costs, and unfavorable price and foreign exchange partially offset by higher volumes ~~across~~within the Electronics and Automotive segments, additional costs associated with government-directed plant shutdowns and supply chain constraints, higher freight, supplies and other costs due to the impact of COVID-19, and unfavorable price and product mix.segments.

Operating Expenses

Total operating expenses were ~~$73.6~~$84.0 million, or 18.8% of net sales, for the third quarter of 2020 compared to $83.8 million, or 23.1% of net sales, for the third quarter of 2019. The decrease in operating expenses of $10.2 million is primarily due to lower research and development expenses of $6.7 million, a reduction in acquisition-related and integration charges of $2.9 million and reduced incentive compensation and travel expenses due to COVID-19.

~~Total operating expenses were $263.6 million, or 25.2%~~18.1% of net sales, for the first ~~nine months~~quarter of ~~2020~~2021 compared to ~~$267.5~~$79.6 million, or 23.0% of net sales, for the first ~~nine months~~quarter of ~~2019.~~2020. The ~~decrease~~increase in operating expenses of ~~$3.9~~$4.4 million iswas primarily due to ~~lower research~~higher selling, general and ~~development~~administrative expenses of ~~$21.6~~$7.1 million ~~lower~~largely due to higher accrued incentive compensation ~~sales commissions~~ and ~~travel expenses due to COVID-19, and a $5.3 million reduction in acquisition-related and integration charges,~~the

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Hartland acquisition partially offset by a $1.9 million gain from the ~~second quarter goodwill impairment charge~~sale of ~~$33.8 million, or 3.2% of net sales, in the automotive sensors reporting unit~~a building within the ~~Automotive segment~~Electronics segment. The increase in operating expenses was also partially offset by lower restructuring, impairment and ~~impairment~~other charges of ~~$2.2 million related to the Company’s first quarter announcement to consolidate a manufacturing facility within the Industrial segment.~~$3.5 million.

Operating Income

Operating income was ~~$64.6~~$76.5 million, an increase of ~~$17.4~~$31.7 million, or ~~36.9%~~70.9%, for the ~~third~~first quarter of ~~2020~~2021 compared to ~~$47.2~~$44.8 million for the ~~third~~first quarter of ~~2019.~~2020. The increase isin operating income was primarily due to higher gross ~~margin in~~profit from the Electronics ~~segment~~ and ~~the lower operating expenses noted above.~~Automotive segments. Operating margins increased from ~~13.0%~~12.9% in the ~~third~~first quarter of ~~2019~~2020 to 16.5% in the ~~third~~first quarter of ~~2020~~2021 driven by the factors mentioned above.

Operating income was $97.4 million, a decrease of $63.1 million, or 39.3%, for the first nine months of 2020 compared to $160.5 million for the first nine months of 2019. The decrease in operating income is primarily due to lower gross margin across all segments and higher operating expenses noted above. Operating margins decreased from 13.8% in the first nine months of 2019 to 9.3% in the first nine months of 2020 driven by the factors mentioned above. The second quarter goodwill impairment charge of $33.8 million negatively impacted the operating margin by 3.2% for the first nine months of 2020.

Income Before Income Taxes

Income before income taxes was ~~$67.4~~$72.7 million, or ~~17.2%~~15.7% of net sales, for the ~~third~~first quarter of ~~2020~~2021 compared to ~~$41.4~~$35.5 million, or ~~11.4%~~10.3% of net sales, for the ~~third~~first quarter of ~~2019.~~2020. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily impacted by ~~foreign exchange gains~~increases of ~~$6.2~~$9.7 million ~~during the three months ended September 26, 2020 compared to foreign exchange losses~~ of $5.0 million, lower interest expense of $0.6 million, partially offset by lower interest income of $1.1 million and a reduction in investment gains of $1.0 million associated with our equity investments during the three months ended September 26, 2020 compared to the three months ended September 28, 2019.

Income before income taxes was $92.3 million, or 8.8% of net sales, for the first nine months of 2020 compared to $141.4 million, or 12.1% of net sales, for the first nine months of 2019. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was impacted by foreign exchange gains of $9.6 million during the nine months ended September 26, 2020 compared to foreign exchange losses of $5.6 million during the nine months ended

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September 28, 2019, impairment charges of $3.1 million for certain other investments and a $2.6 million loss on the disposal of a business within the Electronics segment during the nine months ended September 28, 2019, partially offset by a $1.5 million increase in coal mining reserves, $1.5 million decreases in investmentunrealized gains associated with our equity investments ~~and lower interest income~~partially offset by higher foreign exchange losses of ~~$1.0 million during the nine months ended September 26, 2020 compared to the nine months ended September 28, 2019~~$4.3 million.

Income Taxes

Income tax expense for the ~~third~~first quarter of ~~2020~~2021 was ~~$12.1~~$15.0 million, or an effective tax rate of ~~17.9%~~20.6%, compared to income tax expense of ~~$5.8~~$10.9 million, or an effective tax rate of ~~13.9%~~30.6%, for the ~~the third~~first quarter of ~~2019.~~2020. The effective tax rate for the ~~third~~first quarter of ~~2020~~2021 is ~~higher~~lower than the effective tax rate for the comparable ~~2019~~2020 period, primarily due to the impact of the goodwill impairment charge of $33.8 million that was recorded in the second quarter of 2020, the substantial majority of which did not result in a tax benefit in the annual estimated effective tax rate, as well as a reductionan increase in the forecasted income earned in lower tax jurisdictions in ~~2020 driven by the uncertainty resulting from the impact of COVID-19.~~

~~Income tax expense for the first nine months of 2020 was $21.3 million, or an effective tax rate of 23.1%,~~2021 compared to ~~income tax expense of $25.0 million, or an effective tax rate of 17.7%, for the first nine months of 2019.~~2020. The effective tax rate for the ~~first nine months of 2020~~2021 period is ~~higher than~~approximately the effective tax rate for the comparable 2019 period, primarily due to the impact of the goodwill impairment charge of $33.8 million that was recorded in the second quarter of 2020, the substantial majority of which did not result in a tax benefit in the annual estimated effective tax rate,same as ~~well as a reduction in the forecasted income earned in lower tax jurisdictions in 2020 driven by the uncertainty resulting from the impact of COVID-19.~~

~~The effective tax rate for the first nine months of 2020 is higher than~~ the applicable U.S. statutory tax rate primarily due to the impact of the goodwill impairment charge of $33.8 million that was recorded in the second quarter of 2020, the substantial majority of which did not result in a tax benefit in the annual estimated effective tax rate, as well as the forecasted impact of non-U.S. losses and expenses with no tax benefit and the U.S. global intangible low-taxed income tax provisions (in the 2019 comparable period the impact of these items was more than offset by the impact of income earned in lower tax jurisdictions), offset in part by the impact of income earned in lower tax jurisdictions.rate.

Segment Results of Operations

The Company reports its operations by the following segments: Electronics, Automotive and Industrial. Segment information is described more fully in Note ~~14,~~15, Segment Information, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

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


		Third Quarter								First Nine Months									First Quarter
(in thousands)	(in thousands)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands)	2021		2020		Change		% Change
Electronics	Electronics	$	255,349	$	227,252	$	28,097	12.4	%	$	692,809	$	752,199	$	(59,390)	(7.9)	%	Electronics	$	286,535	$	214,189	$	72,346	33.8	%
Automotive	Automotive	104,724		104,681		43		—	%	271,493		326,814		(55,321)		(16.9)	%	Automotive	128,529		104,770		23,759		22.7	%
Industrial	Industrial	31,493		30,038		1,455		4.8	%	80,697		86,337		(5,640)		(6.5)	%	Industrial	48,730		27,137		21,593		79.6	%
Total	Total	$	391,566	$	361,971	$	29,595	8.2	%	$	1,044,999	$	1,165,350	$	(120,351)	(10.3)	%	Total	$	463,794	$	346,096	$	117,698	34.0	%

Electronics Segment

Net sales increased ~~$28.1~~$72.3 million, or ~~12.4%~~33.8%, in the ~~third~~first quarter of 2021 compared to the first quarter of 2020 ~~compared to the third quarter of 2019 primarily due to higher volume in the semiconductor~~ and ~~electronics products businesses and~~included favorable changes in foreign exchange rates of ~~$2.4~~$6.5 million.

~~Net~~ The sales ~~decreased $59.4 million, or 7.9%, in the first nine months of 2020 compared to the first nine months of 2019~~increase was primarily due to ~~lower~~increased volume infor the ~~semiconductor and~~ electronics products and semiconductor businesses ~~driven~~of $47.8 million and $24.5 million, respectively. The volume increases were led by ~~the~~greater customer demand for products and devices for work-from-home and stay-at-home needs, and strong global automotive demand driving an increase for products used in automotive electronics and electric vehicles. The first quarter of 2020 also included production ~~disruption due to temporary closures of manufacturing facilities resulting from government directives~~disruptions due to the impact of ~~COVID-19, lower~~COVID-19.

Automotive Segment

Net sales increased $23.8 million, or 22.7%, in the first quarter of 2021 compared to the first quarter of 2020 and included favorable changes in foreign exchange rates of $5.6 million. The sales increase was due to higher volume in passenger car products, commercial vehicle products, and the automotive sensors business of $15.3 million, $4.4 million, and $4.1 million,

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~~volume from electronics distribution partners and end customers reducing excess inventories, and unfavorable changes in foreign exchange rates of $0.6 million.~~

~~Automotive Segment~~

~~Net sales~~respectively. These increases were ~~flat in the third quarter of 2020 compared~~due to ~~the third quarter of 2019 as favorable changes in foreign exchange rates of $2.0 million and increased volume in~~stronger global auto ~~sensor business were offset by decreased volume in the passenger car products~~ and commercial vehicle ~~businesses.~~

~~Net sales decreased $55.3 million, or 16.9%,~~market demand. Our Asia region experienced the most growth driven by an increase in ~~the first nine months of 2020~~global auto market demand as compared to the first ~~nine months~~quarter of ~~2019 due to decreased volume across all businesses driven by the~~2020 that had production ~~disruption due to temporary closures of manufacturing facilities resulting from government directives~~disruptions due to the impact of ~~COVID-19, a decline in global auto production driven by lower global end market demand~~COVID-19. Sales also grew due to the launch of new products and ~~temporary closures of customer manufacturing facilities, and unfavorable changes in foreign exchange rates of $0.4 million.~~higher content per vehicle.

Industrial Segment

Net sales increased by ~~$1.5~~$21.6 million, or ~~4.8%~~79.6%, in the ~~third~~first quarter of 2021 compared to the first quarter of 2020, ~~compared to the third quarter~~which included favorable changes in foreign exchange rates of ~~2019~~$0.3 million. The increase in net sales was primarily due to incremental net sales of $16.7 million or 61.5% from the Hartland acquisition, higher volume of $4.5 million in the power fuse business, and the transfer of the temperature sensor product line totaling ~~$2.3~~$1.9 million which was previously reported in the Electronics segment, partially offset by lower volume in the relay business.

Net sales decreased by $5.6 million, or 6.5%, in the first nine months of 2020 compared to the first nine months of 2019 primarily due to decreased volume across all businesses driven by the production disruption due to temporary closures of manufacturing facilities resulting from government directives due to the impact of COVID-19 in the first half of 2020, and unfavorable changes in foreign exchange rates of $0.2 million, partially offset by the transfer of the temperature sensor product line in the third quarter of 2020 previously reported in the Electronics segment.

Geographic Net Sales Information

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


		Third Quarter								First Nine Months									First Quarter
(in thousands)	(in thousands)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands)	2021		2020		Change		% Change
Asia-Pacific	Asia-Pacific	$	186,956	$	158,778	$	28,178	17.7	%	$	483,566	$	504,453	$	(20,887)	(4.1)	%	Asia-Pacific	$	212,185	$	140,873	$	71,312	50.6	%
Americas	Americas	123,739		122,754		985		0.8	%	333,891		396,683		(62,792)		(15.8)	%	Americas	152,906		120,501		32,405		26.9	%
Europe	Europe	80,871		80,439		432		0.5	%	227,542		264,214		(36,672)		(13.9)	%	Europe	98,703		84,722		13,981		16.5	%
Total	Total	$	391,566	$	361,971	$	29,595	8.2	%	$	1,044,999	$	1,165,350	$	(120,351)	(10.3)	%	Total	$	463,794	$	346,096	$	117,698	34.0	%

Asia-Pacific

Net sales increased ~~$28.2~~$71.3 million, or ~~17.7%~~50.6%, in the ~~third~~first quarter of 2021 compared to the first quarter of 2020 ~~compared to the third quarter~~and included favorable changes in foreign exchange rates of ~~2019.~~$4.2 million. The increase in net sales was primarily due to higher volume across all businesses within the Electronics ~~segment,~~ and Automotive segments, compared to the first quarter of 2020 that had production disruptions due to the impact of COVID-19.

Americas

Net sales increased $32.4 million, or 26.9%, in the first quarter of 2021 compared to the first quarter of 2020 and included favorable changes in foreign exchange rates of ~~$1.0~~$0.1 million.

~~Net sales decreased $20.9 million, or 4.1%, in the first nine months of 2020 compared to the first nine months of 2019.~~ The ~~decrease~~increase in net sales was primarily due to ~~lower~~incremental sales of $16.7 million from the Hartland acquisition, higher volume across all businesses within the Electronics segment, and ~~lower~~higher volume in the passenger car products ~~business within the Automotive segment,~~ and ~~unfavorable changes in foreign exchange rates of $1.1 million.~~

~~Americas~~

Net sales increased $1.0 million, or 0.8%, in the third quarter of 2020 compared to the third quarter of 2019 primarily due to higher volume in the electronics products business within the Electronics segment, partially offset by lower volume in the

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commercial vehicle ~~business within the Automotive segment and unfavorable changes in foreign exchange rates of $0.1 million.~~

Net sales decreased $62.8 million, or 15.8%, in the first nine months of 2020 compared to the first nine months of 2019 primarily due to lower volume across all segments driven by the production disruption due to temporary closures of manufacturing facilities resulting from government directives due to the impact of COVID-19, lower volume across the Electronics segment from electronics distribution partners and end customers reducing excess inventories and production, lower volume in all businesses within the Automotive ~~segment and unfavorable changes in foreign exchange rates of $0.3 million.~~segment.

Europe

Net sales increased ~~$0.4~~$14.0 million, or ~~0.5%~~16.5%, in the ~~third~~first quarter of ~~2020~~2021 compared to the ~~third~~first quarter of ~~2019.~~2020. The increase in net sales was primarily due to favorable changes in foreign exchange rates of ~~$3.5~~$8.1 million and increased volume ~~in auto sensor business~~across all businesses within the Automotive segment ~~mostly~~and Electronics products business within the Electronics segment, partially offset by lower volume in the semiconductor business within the Electronics segment.

Net sales decreased $36.7 million, or 13.9%, in the first nine months of 2020 compared to the first nine months of 2019. The decrease in net sales was primarily due to lower volume in the semiconductor business within the Electronics segment, lower volume in all businesses within the Automotive segment, partially offset by favorable changes in foreign exchange rates of $0.2 million.

Liquidity and Capital Resources

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

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Cash and cash equivalents were ~~$641.9~~$572.8 million as of ~~September 26, 2020, an increase~~March 27, 2021, a decrease of ~~$110.8~~$114.8 million as compared to December ~~28, 2019.~~26, 2020. As of ~~September 26, 2020, $266.2~~March 27, 2021, $306.6 million of the Company's ~~$641.9~~$572.8 million cash and cash equivalents was held by U.S. subsidiaries.

Revolving Credit ~~Facility/Term Loan~~

On October 13, 2017, the Company amended the Credit Agreement to increase the Revolving Credit Facility from $575.0 million to $700.0 million and increase the Term Loan from $125.0 million to $200.0 million and to extend the expiration date from March 4, 2021 to October 13, 2022. The Credit Agreement also included the option for the Company to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $300.0 million, in the aggregate, subject to the satisfaction of certain conditions set forth in the Credit Agreement. Term Loans could be made in up to two advances. The first advance of $125.0 million occurred on October 13, 2017 and the second advance of $75.0 million occurred on January 16, 2018. For the Term Loan, the Company was required to make quarterly principal payments of 1.25% of the original term loan ($2.5 million quarterly) through maturity, with the remaining balance due on October 13, 2022. The Company paid $5.0 million of principal payments on the term loan before the Company amended the Credit Agreement on April 3, 2020 as discussed below.

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covenants less restrictive on the Company; (iii) modifying performance-based interest rate margins and undrawn fees; and (iv) extending the maturity date to April 3, 2025. The amended Credit Agreement also allows the Company to increase the size of the revolving credit facility or enter into one or more tranches of term loans if there is no event of default and the Company is in compliance with certain financial covenants. The Company made payments of ~~$60.0~~$30.0 million on the amended revolving credit facility during the three months ended ~~September 26, 2020.~~March 27, 2021. The balance under the facility was ~~$180.0~~$100.0 million as of ~~September 26, 2020.~~March 27, 2021.

As of ~~September 26, 2020,~~March 27, 2021, the Company had no amount outstanding in letters of credit and had available ~~$245.1~~$571.3 million of borrowing capacity under the Revolving Credit Facility based on financial covenants. At ~~September 26, 2020,~~March 27, 2021, the Company was in compliance with all covenants under the Credit Agreement.

~~Further information regarding the Company’s credit agreement is provided in Note 7,~~ ~~Debt, of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report.~~

Senior Notes

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

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together the “U.S. Senior Notes due 2025 and 2030” and with the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018. Further information regarding the Company’s Senior Notes is provided in Note 7,8, Debt, of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report.

Debt Covenants

The Company was in compliance with all covenants under the Credit Agreement and Senior Notes as of ~~September 26, 2020~~March 27, 2021 and currently expects to remain in compliance based on management’s estimates of operating and financial results for ~~2020.~~2021. As of ~~September 26, 2020,~~March 27, 2021, 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. The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for our products, as well as the effect of governmental regulations imposed in response to the pandemic. While we cannot at this time predict the impact of the COVID-19, it could have a material negative impact on our business, financial condition, results of operations and future cash flows which could impact the Company’s ability to comply with debt covenants in the future.

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Acquisitions

Dividends

During the ~~third~~first quarter of 2020 the Company paid quarterly dividends of ~~$11.7~~$11.8 million to the shareholders. On ~~October 23, 2020,~~April 28, 2021, the Board of Directors of the Company declared a quarterly cash dividend of $0.48 per share, payable on ~~December~~June 3, ~~2020~~2021 to stockholders of record as of ~~November 19, 2020. Future determinations regarding~~May 20, 2021.

U.K. pension plan

On April 7, 2020, the ~~declaration and payment of dividends~~Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be atrequired to directly pay and administer pension payments to certain of the ~~discretion~~Company’s U.K. pension plan participants, or their designated beneficiaries. The purchase of ~~our board~~this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $55 million, representing approximately 37% of ~~directors~~the total obligations of the Company’s qualified pension plans, and will ~~depend~~be funded with pension plan assets and additional cash on ~~then-existing conditions, including our results~~hand. In connection with this transaction, the Company will record a one-time non-cash settlement charge currently estimated between $18 million and $22 million in the fourth quarter of ~~operations, payout ratio, capital requirements, financial condition, prospects~~2021, reflecting the accelerated recognition of unamortized actuarial losses in the plan. The actual amount and timing of the settlement charge could differ from this estimate due to final data and plan wind-up expenses. Due to the signing of the group annuity contract being a significant change in the U.K. pension plan, the liabilities of the plan were remeasured as of April 6, 2020 resulting in an increase of $13.4 million (£10.9 million) to both the net pension liability and unamortized actuarial loss within other ~~factors that our board~~comprehensive income (loss) during the second quarter of ~~directors may deem relevant.~~2020. Additionally, the Company made a cash contribution of $10.4 million (£8.4 million) under this agreement during the second quarter of 2020.

Cash Flow Overview

First Nine Months
(in thousands) 2020 2019
Net cash provided by operating activities $ 164,256 $ 160,863
Net cash used in investing activities (41,388) (32,960)
Net cash used in financing activities (18,376) (135,465)
Effect of exchange rate changes on cash and cash equivalents 6,259 (6,114)
Increase (decrease) in cash and cash equivalents 110,751 (13,676)
Cash and cash equivalents at beginning of period 531,139 489,733
Cash and cash equivalents at end of period $ 641,890 $ 476,057


	First three Months
(in thousands)	2021		2020
Net cash provided by operating activities	$	50,166	$	45,279
Net cash used in investing activities	(122,020)		(16,536)
Net cash (used in) provided by financing activities	(34,273)		65,804
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(4,101)		(5,111)
(Decrease) increase in cash, cash equivalents, and restricted cash	(110,228)		89,436
Cash, cash equivalents, and restricted cash at beginning of period	687,525		531,139
Cash, cash equivalents, and restricted cash at end of period	$	577,297	$	620,575

Cash Flow from Operating Activities

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

Net cash provided by operating activities was ~~$164.3~~$50.2 million for the ~~nine~~three months ended ~~September 26, 2020,~~March 27, 2021 as compared to ~~$160.9~~$45.3 million ~~during~~for the ~~nine~~three months ended ~~September~~March 28, ~~2019.~~2020. The increase in net cash provided by operating activities was primarily due to ~~lower annual incentive payments and favorable changes in net working capital~~higher cash earnings partially offset by ~~lower earnings largely due to the impact of COVID-19.~~increases in working capital resulting from higher sales growth.

Cash Flow from Investing Activities

Net cash used in investing activities was ~~$41.4~~$122.0 million for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 compared to ~~$33.0~~$16.5 million during the ~~nine~~three months ended ~~September~~March 28, ~~2019.~~2020. Net cash paid for the Hartland acquisition was $109.9 million for the three

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months ended March 27, 2021. Capital expenditures were ~~$41.5~~$14.7 million, representing ~~an increase~~a decrease of ~~$3.1~~$1.9 million compared to ~~2019.~~2020. During the ~~nine~~three months ended ~~September~~March 28, ~~2019,~~2020, the Company received proceeds of ~~$6.4~~$2.6 million from the sale of a property within the ~~Industrial~~Electronics segment.

Cash Flow from Financing Activities

Net cash used in financing activities was ~~$18.4~~$34.3 million for the ~~nine~~three months ended ~~September 26, 2020~~March 27, 2021 compared to ~~$135.5~~net cash provided by financing activities of $65.8 million for the ~~nine~~three months ended ~~September~~March 28, ~~2019.~~2020. The Company made payments of $30.0 million on the amended revolving credit facility during the first quarter of 2021. During the ~~nine~~three months ended ~~September 26,~~March 28, 2020, the ~~company~~Company made principal payments of $2.5 million on the term loan and borrowed $100.0 million from its revolving credit facility to preserve financial flexibility and enhance liquidity, given the increasing levels of uncertainty related to COVID-19. ~~On April 3,~~For the three months ended March 28, 2020, the Company amended the Credit Agreement to eliminate the $200.0 million unsecured term loan credit facility, with the remaining outstanding balance of $140.0 million repaid in full on April 3, 2020 through a new borrowing of $140.0 million under the recently amended revolving credit facility. The Company made payments of $60.0 million on the amended revolving credit facility during the third quarter of 2020. The Company made principal payments of $5.0 million and $7.5 million on the term loan during the nine months ended September 26, 2020 and September 28, 2019, respectively. For the nine months ended September 26, 2020 and September 28, 2019, the Company repurchased 175,110 ~~and 579,916~~ shares of its common stock totaling $22.9 million. Additionally, the Company paid dividends $11.8 million and $95.0 million, respectively, but made payments of $99.4 million related to settled share repurchases during the nine months ended September 28, 2019. Additionally, dividends paid increased $2.1 million from $33.0$11.7 million in the ~~nine~~three months ended ~~September~~March 27, 2021 and March 28, ~~2019 to $35.1 million for the nine months ended September 26, 2020.~~2020, respectively.

Share Repurchase Program

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~~The Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock under a program for the period May 1, 2018 to April 30, 2019 ("2018 program").~~ On April 26, 2019, the Company's Board of Directors authorized a program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2019 to April 30, 2020 ("2019 program") ~~to replace its previous expired 2018 program.~~. On April ~~23,~~29, 2020, the ~~Company's~~Company announced that the Board of Directors authorized a new program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2020 to April 30, 2021 (the "2020 program") to replace its previous expired 2019 program. ~~The 2019~~On April, 28, 2021, the Company announced that the Board of Directors authorized a new three year program ~~expired on~~to repurchase up to $300.0 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 to replace its previous 2020 with 324,890 of authorized repurchases remaining. The Company has suspended share repurchases for the near-term due to the uncertainty of the impact and duration of COVID-19 and to focus on other capital allocation priorities.program.

The Company did not repurchase any shares of its common stock ~~during the three months ended September 26, 2020, and~~ for the three months ended ~~September~~March 27, 2021. During the three months ended March 28, ~~2019,~~2020, the Company repurchased ~~311,786 shares of its common stock totaling $49.5 million. For the nine months ended September 26, 2020 and September 28, 2019, the Company repurchased~~ 175,110 ~~and 579,916~~ shares of its common stock totaling $22.9 ~~million and $95.0 million, respectively.~~million.

Off-Balance Sheet Arrangements

As of ~~September 26, 2020,~~March 27, 2021, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Critical Accounting Policies and Estimates

The Company’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. In connection with the preparation of the Condensed Consolidated Financial Statements, the Company uses estimates and makes judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. The assumptions, estimates, and judgments are based on historical experience, current trends, and other factors the Company believes are relevant at the time it prepares the Condensed Consolidated Financial Statements.

The significant accounting policies and critical accounting estimates are consistent with those discussed in Note 1, Summary of Significant Accounting Policies and Other Information, to the consolidated financial statements and the MD&A section of the Company’s Annual Report on Form 10-K for the year ended December ~~28, 2019.~~26, 2020. During the ~~nine~~three months ended ~~September 26, 2020,~~March 27, 2021, there were no significant changes in the application of critical accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December ~~28, 2019.~~26, 2020. During the ~~nine~~three months ended ~~September 26, 2020,~~March 27, 2021, there have been no material changes in our exposure to market risk.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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Disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 26, 2020.~~March 27, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended ~~September 26, 2020,~~March 27, 2021, our disclosure controls and procedures were effective.

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(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended ~~September 26, 2020~~March 27, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

~~The COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments.~~

The World Health Organization has declared the COVID-19 outbreak a pandemic, and the virus continues to spread in areas where we operate and sell our products. The COVID-19 pandemic and similar situations/circumstances in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. Several public health organizations have recommended, and some local governments have implemented, certain measures to slow and limit the transmission of the virus, including travel restrictions, shelter-in-place requirements and social distancing requirements. Such preventive measures, or others we may voluntarily put in place, may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our original equipment manufacturers ("OEMs") and channel partners, and others. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain as well as decreased demand for our products. These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization, and capital investments. ~~These disruptions may continue to occur and may result in future impairment, restructuring and other charges.~~ ~~To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in the risk factors disclosed in~~ ~~Part I, Item 1a. Risk Factors~~ ~~of our Form 10-K, including those relating toour products and services, financial performance, debt covenant compliance and debt obligations.~~ The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for our services, as well as the effect of governmental regulations imposed in response to the pandemic. We cannot at this time predict the impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

~~Other than the item listed above, there~~There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for our year ended December ~~28, 2019.~~26, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities

On ~~May 1,~~April 26, 2019, the ~~Company announced that its~~Company's Board of Directors authorized a program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2019 to April 30, 2020 ("2019 program"). On April 29, 2020, the Company announced that ~~its~~the Board of Directors authorized a new program to repurchase up to 1,000,000 shares of the Company's common stock for the period May 1, 2020 to April 30, 2021 (the "2020 program") to replace its previous expired 2019 program. ~~There were 324,890~~On April, 28, 2021, the Company announced that the Board of Directors authorized a new three year program to repurchase up to $300.0 million in the aggregate of shares ~~authorized~~of the Company’s common stock for the period May 1, 2021 to ~~be repurchased under the 2019 program when it expired.~~April 30, 2024 to replace its previous 2020 program.

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The Company did not repurchase any shares of its common stock ~~during~~for the three months ended ~~September 26, 2020. There are 1,000,000~~March 27, 2021. During the three months ended March 28, 2020, the Company repurchased 175,110 shares ~~available to be repurchased as~~ of ~~September 26, 2020 under the 2020 program.~~its common stock totaling $22.9 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


			Exhibit			Description

			10.1*			~~Amended and Restated Littelfuse~~ ~~Deferred~~ ~~Compensation Plan for Non-Employee Director~~sHartland Credit Agreement Joinder Agreement

			~~. ++~~10.2*			Subsidiary Guarantor Supplement (Domestic NPA) - Hartland Subsidiaries

			10.3*			Subsidiary Guarantor Supplement (Cross-Border NPA) - Hartland Subsidiaries

			10.4*			Subsidiary Guarantor Supplement (Fall 2017 NPA) - Hartland Subsidiaries

			31.1*			Certification of David W. Heinzmann, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

			31.2*			Certification of Meenal A. Sethna, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

			32.1**			Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

			101			The following financial information from LITTELFUSE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~September 26, 2020~~March 27, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Net Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of ~~Changes in Stockholders~~Stockholders' Equity , (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

			104			The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~September 26, 2020,~~March 27, 2021, formatted in Inline XBRL.

			++			~~Management contract or compensatory plan or arrangement.~~
			*			Filed herewith.
			**			Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended ~~September 26, 2020,~~March 27, 2021, to be signed on its behalf by the undersigned thereunto duly authorized.


	Littelfuse, Inc.

	By:	/s/ Meenal A. Sethna
		Meenal A. Sethna
	Executive Vice President and Chief Financial Officer

Date: ~~October~~April 28, ~~2020~~2021	By:	/s/ Jeffrey G. Gorski
		Jeffrey G. Gorski
	Vice President and Chief Accounting Officer

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