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 ~~October 01, 2022~~September 30, 2023


☐			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 [X] 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 ~~28, 2022,~~27, 2023, the registrant had outstanding ~~24,755,581~~24,902,916 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 ~~October 01, 2022~~September 30, 2023 (unaudited) and ~~January 01,~~December 31, 2022	3
	Condensed Consolidated Statements of Net Income for the three and nine months ended September 30, 2023 (unaudited) and October 01, 2022 ~~(unaudited) and September 25, 2021~~ (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 (unaudited) and October 01, 2022 ~~(unaudited) and September 25, 2021~~ (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 (unaudited) and October 01, 2022 ~~(unaudited) and September 25, 2021~~ (unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2023 (unaudited) and October 01, 2022 ~~(unaudited) and September 25, 2021~~ (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3029
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3940
Item 4.	Controls and Procedures	3940
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	4041
Item 4.	Mine Safety Disclosures	4041
Item 5.	Other Information	4041
Item 6.	Exhibits	41
Signatures		42

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

LITTELFUSE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


		(Unaudited)					(Unaudited)
(in thousands)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	474,003	$	478,473	Cash and cash equivalents	$	560,056	$	562,588
Short-term investments	Short-term investments	79		28		Short-term investments	229		84
Trade receivables, less allowances of $83,872 and $59,232 at October 1, 2022 and January 1, 2022, respectively		339,729		275,192
Trade receivables, less allowances of $88,440 and $83,562 at September 30, 2023 and December 31, 2022, respectively						Trade receivables, less allowances of $88,440 and $83,562 at September 30, 2023 and December 31, 2022, respectively	327,500		306,578
Inventories	Inventories	536,026		445,671		Inventories	483,075		547,690
Prepaid income taxes and income taxes receivable	Prepaid income taxes and income taxes receivable	5,833		2,035		Prepaid income taxes and income taxes receivable	3,776		7,215
Prepaid expenses and other current assets	Prepaid expenses and other current assets	75,643		68,812		Prepaid expenses and other current assets	83,684		87,641
Total current assets	Total current assets	1,431,313		1,270,211		Total current assets	1,458,320		1,511,796

Net property, plant, and equipment	Net property, plant, and equipment	458,234		437,889		Net property, plant, and equipment	478,906		481,110
Intangible assets, net of amortization	Intangible assets, net of amortization	605,310		407,126		Intangible assets, net of amortization	612,366		593,970
Goodwill	Goodwill	1,168,458		929,790		Goodwill	1,284,343		1,186,922
Investments	Investments	23,770		39,211		Investments	23,371		24,121
Deferred income taxes	Deferred income taxes	10,461		13,127		Deferred income taxes	13,598		14,367
Right of use lease assets, net	Right of use lease assets, net	46,175		29,616		Right of use lease assets, net	51,755		57,382
Other long-term assets	Other long-term assets	34,207		24,734		Other long-term assets	80,267		34,066
Total assets	Total assets	$	3,777,928	$	3,151,704	Total assets	$	4,002,926	$	3,903,734
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	219,447	$	222,039	Accounts payable	$	166,725	$	208,571

Accrued liabilities	Accrued liabilities	177,127		159,689		Accrued liabilities	143,540		187,057
Accrued income taxes	Accrued income taxes	42,016		27,905		Accrued income taxes	35,762		41,793
Current portion of long-term debt	Current portion of long-term debt	10,220		25,000		Current portion of long-term debt	135,619		134,874
Total current liabilities	Total current liabilities	448,810		434,633		Total current liabilities	481,646		572,295
Long-term debt, less current portion	Long-term debt, less current portion	975,610		611,897		Long-term debt, less current portion	857,006		866,623
Deferred income taxes	Deferred income taxes	116,595		81,289		Deferred income taxes	106,656		100,230
Accrued post-retirement benefits	Accrued post-retirement benefits	36,842		37,037		Accrued post-retirement benefits	29,445		28,037
Non-current operating lease liabilities	Non-current operating lease liabilities	35,778		22,305		Non-current operating lease liabilities	39,818		45,661
Other long-term liabilities	Other long-term liabilities	75,402		71,023		Other long-term liabilities	83,496		79,510
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, October 1, 2022–26,440,679; January 1, 2022–26,350,763		261		260
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, September 30, 2023–26,613,883; December 31, 2022–26,445,618						Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, September 30, 2023–26,613,883; December 31, 2022–26,445,618	262		261
Additional paid-in capital	Additional paid-in capital	969,459		946,588		Additional paid-in capital	1,007,033		974,097
Treasury stock, at cost: 1,685,182 and 1,664,711 shares, respectively		(252,828)		(248,120)
Treasury stock, at cost: 1,711,033 and 1,685,357 shares, respectively						Treasury stock, at cost: 1,711,033 and 1,685,357 shares, respectively	(259,191)		(252,866)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(135,203)		(73,463)		Accumulated other comprehensive loss	(99,526)		(95,764)
Retained earnings	Retained earnings	1,507,035		1,268,124		Retained earnings	1,755,936		1,585,466
Littelfuse, Inc. shareholders’ equity	Littelfuse, Inc. shareholders’ equity	2,088,724		1,893,389		Littelfuse, Inc. shareholders’ equity	2,404,514		2,211,194
Non-controlling interest	Non-controlling interest	167		131		Non-controlling interest	345		184
Total equity	Total equity	2,088,891		1,893,520		Total equity	2,404,859		2,211,378
Total liabilities and equity	Total liabilities and equity	$	3,777,928	$	3,151,704	Total liabilities and equity	$	4,002,926	$	3,903,734

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				Nine Months Ended
(in thousands, except per share data)	(in thousands, except per share data)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands, except per share data)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net sales	Net sales	$	658,880	$	539,581	$	1,900,646	$	1,526,863	Net sales	$	607,071	$	658,880	$	1,828,850	$	1,900,646
Cost of sales	Cost of sales	402,059		325,009		1,122,258		954,429		Cost of sales	380,200		402,059		1,122,190		1,122,258
Gross profit	Gross profit	256,821		214,572		778,388		572,434		Gross profit	226,871		256,821		706,660		778,388

Selling, general, and administrative expenses	Selling, general, and administrative expenses	90,219		67,468		258,820		199,071		Selling, general, and administrative expenses	87,204		90,219		270,057		258,820

Research and development expenses	Research and development expenses	25,752		15,779		68,796		46,912		Research and development expenses	25,484		25,752		77,270		68,796
Amortization of intangibles	Amortization of intangibles	15,567		10,446		39,883		31,608		Amortization of intangibles	16,022		15,567		49,773		39,883
Restructuring, impairment, and other charges	Restructuring, impairment, and other charges	3,413		772		4,265		1,998		Restructuring, impairment, and other charges	4,516		3,413		13,221		4,265
Total operating expenses	Total operating expenses	134,951		94,465		371,764		279,589		Total operating expenses	133,226		134,951		410,321		371,764
Operating income	Operating income	121,870		120,107		406,624		292,845		Operating income	93,645		121,870		296,339		406,624

Interest expense	Interest expense	8,399		4,602		17,069		13,901		Interest expense	10,101		8,399		29,803		17,069
Foreign exchange loss	Foreign exchange loss	18,191		3,154		40,051		8,315		Foreign exchange loss	11,776		18,191		8,697		40,051
Other (income) expense, net	Other (income) expense, net	(698)		(1,240)		9,789		(10,867)		Other (income) expense, net	(3,527)		(698)		(11,810)		9,789
Income before income taxes	Income before income taxes	95,978		113,591		339,715		281,496		Income before income taxes	75,295		95,978		269,649		339,715
Income taxes	Income taxes	20,510		21,537		59,713		49,634		Income taxes	17,507		20,510		53,045		59,713
Net income	Net income	$	75,468	$	92,054	$	280,002	$	231,862	Net income	$	57,788	$	75,468	$	216,604	$	280,002

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	3.05	$	3.74	$	11.32	$	9.43	Basic	$	2.32	$	3.05	$	8.72	$	11.32
Diluted	Diluted	$	3.02	$	3.69	$	11.21	$	9.31	Diluted	$	2.30	$	3.02	$	8.63	$	11.21

Weighted-average shares and equivalent shares outstanding:	Weighted-average shares and equivalent shares outstanding:									Weighted-average shares and equivalent shares outstanding:
Basic	Basic	24,755		24,622		24,726		24,582		Basic	24,893		24,755		24,838		24,726
Diluted	Diluted	24,988		24,926		24,986		24,904		Diluted	25,143		24,988		25,100		24,986

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				Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net income	Net income	$	75,468	$	92,054	$	280,002	$	231,862	Net income	$	57,788	$	75,468	$	216,604	$	280,002
Other comprehensive (loss) income:	Other comprehensive (loss) income:									Other comprehensive (loss) income:
Pension and postemployment adjustment, net of tax	Pension and postemployment adjustment, net of tax	599		487		1,548		1,270		Pension and postemployment adjustment, net of tax	(3)		599		(156)		1,548

Cash flow hedge, net of tax	Cash flow hedge, net of tax	7,609		—		7,068		—		Cash flow hedge, net of tax	1,546		7,609		2,141		7,068
Foreign currency translation adjustments	Foreign currency translation adjustments	(36,396)		(5,441)		(70,356)		(5,641)		Foreign currency translation adjustments	(3,677)		(36,396)		(5,747)		(70,356)
Comprehensive income	Comprehensive income	$	47,280	$	87,100	$	218,262	$	227,491	Comprehensive income	$	55,654	$	47,280	$	212,842	$	218,262

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


		Nine Months Ended					Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	280,002	$	231,862	Net income	$	216,604	$	280,002
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	48,326		41,441		Depreciation	53,510		48,326
Amortization of intangibles	Amortization of intangibles	39,883		31,608		Amortization of intangibles	49,773		39,883

Deferred revenue	Deferred revenue	(377)		(2,154)		Deferred revenue	1,769		(377)
Non-cash inventory charges	Non-cash inventory charges	11,534		6,807		Non-cash inventory charges	—		11,534

Impairment charges						Impairment charges	4,742		90

Stock-based compensation	Stock-based compensation	19,732		16,010		Stock-based compensation	20,132		19,732
Loss (gain) on investments and other assets		13,740		(9,739)
Loss on investments and other assets						Loss on investments and other assets	922		13,740

Deferred income taxes	Deferred income taxes	(4,320)		1,116		Deferred income taxes	(689)		(4,320)
Other	Other	55,424		11,735		Other	7,829		55,334
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade receivables	Trade receivables	(56,431)		(83,793)		Trade receivables	(21,752)		(56,431)
Inventories	Inventories	(83,803)		(71,232)		Inventories	66,456		(83,803)
Accounts payable	Accounts payable	(3,838)		53,945		Accounts payable	(38,475)		(3,838)

Accrued liabilities and income taxes	Accrued liabilities and income taxes	(4,399)		23,294		Accrued liabilities and income taxes	(61,359)		(4,399)
Prepaid expenses and other assets	Prepaid expenses and other assets	(2,034)		(10,236)		Prepaid expenses and other assets	13,678		(2,034)
Net cash provided by operating activities	Net cash provided by operating activities	313,439		240,664		Net cash provided by operating activities	313,140		313,439
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	Acquisitions of businesses, net of cash acquired	(532,772)		(110,646)		Acquisitions of businesses, net of cash acquired	(198,810)		(532,772)

Purchases of property, plant, and equipment	Purchases of property, plant, and equipment	(77,773)		(57,526)		Purchases of property, plant, and equipment	(63,166)		(77,773)
Net proceeds from sale of property, plant and equipment, and other	Net proceeds from sale of property, plant and equipment, and other	565		2,561		Net proceeds from sale of property, plant and equipment, and other	597		565
Net cash used in investing activities	Net cash used in investing activities	(609,980)		(165,611)		Net cash used in investing activities	(261,379)		(609,980)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES

Proceeds of term loan	Proceeds of term loan	300,000		—		Proceeds of term loan	—		300,000
Proceeds of senior notes	Proceeds of senior notes	100,000		—		Proceeds of senior notes	—		100,000
Payments of senior notes payable	Payments of senior notes payable	(25,000)		—		Payments of senior notes payable	—		(25,000)
Repayments of other debts	Repayments of other debts	(5,979)		—		Repayments of other debts	(2,027)		(5,979)
Payments of term loan	Payments of term loan	(1,875)		—		Payments of term loan	(5,625)		(1,875)
Payments of revolving credit facility		—		(30,000)

Net proceeds related to stock-based award activities	Net proceeds related to stock-based award activities	(1,568)		5,771		Net proceeds related to stock-based award activities	6,481		(1,568)

Debt issuance costs	Debt issuance costs	(2,600)		—		Debt issuance costs	—		(2,600)
Cash dividends paid	Cash dividends paid	(41,055)		(36,648)		Cash dividends paid	(45,973)		(41,055)
Net cash provided by (used in) financing activities		321,923		(60,877)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(47,144)		321,923
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(31,963)		(5,832)		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(7,965)		(31,963)
(Decrease) increase in cash, cash equivalents, and restricted cash		(6,581)		8,344
Decrease in cash, cash equivalents, and restricted cash						Decrease in cash, cash equivalents, and restricted cash	(3,348)		(6,581)
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	482,836		687,525		Cash, cash equivalents, and restricted cash at beginning of period	564,939		482,836
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	476,255	$	695,869	Cash, cash equivalents, and restricted cash at end of period	$	561,591	$	476,255
Supplementary Cash Flow Information	Supplementary Cash Flow Information					Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:	Reconciliation of cash and cash equivalents:					Reconciliation of cash and cash equivalents:
Cash and cash equivalents	Cash and cash equivalents	$	474,003	$	690,682	Cash and cash equivalents	$	560,056	$	474,003
Restricted cash included in prepaid expenses and other current assets	Restricted cash included in prepaid expenses and other current assets	$	824	$	3,483	Restricted cash included in prepaid expenses and other current assets	$	—	$	824
Restricted cash included in other long-term assets	Restricted cash included in other long-term assets	$	1,428	$	1,704	Restricted cash included in other long-term assets	$	1,535	$	1,428
Cash paid interest during the period		$	16,888	$	14,830
Cash paid during the period for interest						Cash paid during the period for interest	$	33,177	$	16,888

Capital expenditures, not yet paid	Capital expenditures, not yet paid	$	9,111	$	9,234	Capital expenditures, not yet paid	$	9,780	$	9,111

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)		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. Inc. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at January 1, 2022		$	260	$	946,588	$	(248,120)	$	(73,463)	$	1,268,124	$	131	$	1,893,520
Net income		—		—		—		—		117,518		—		117,518

Other comprehensive loss, net of tax		—		—		—		(2,203)		—		—		(2,203)
Stock-based compensation		—		3,886		—		—		—		—		3,886

Withheld shares on restricted share units for withholding taxes		—		—		(4)		—		—		—		(4)
Stock options exercised		—		1,021		—		—		—		—		1,021

Cash dividends paid ($0.53 per share)		—		—		—		—		(13,086)		—		(13,086)
Balance at April 2, 2022		$	260	$	951,495	$	(248,124)	$	(75,666)	$	1,372,556	$	131	$	2,000,652
Balance at December 31, 2022																Balance at December 31, 2022	$	261	$	974,097	$	(252,866)	$	(95,764)	$	1,585,466	$	184	$	2,211,378
Net income	Net income	—		—		—		—		87,016		—		87,016		Net income	—		—		—		—		88,745		—		88,745

Other comprehensive loss, net of tax		—		—		—		(31,349)		—		—		(31,349)
Other comprehensive income, net of tax																Other comprehensive income, net of tax	—		—		—		13,283		—		—		13,283
Stock-based compensation	Stock-based compensation	—		11,382		—		—		—		—		11,382		Stock-based compensation	—		3,730		—		—		—		—		3,730

Non-controlling interest																Non-controlling interest	—		—		—		—		(66)		66		—
Withheld shares on restricted share units for withholding taxes	Withheld shares on restricted share units for withholding taxes	—		—		(4,704)		—		—		—		(4,704)		Withheld shares on restricted share units for withholding taxes	—		—		(18)		—		—		—		(18)
Stock options exercised	Stock options exercised	1		2,060		—		—		—		—		2,061		Stock options exercised	—		5,238		—		—		—		—		5,238

Cash dividends paid ($0.53 per share)		—		—		—		—		(13,115)		—		(13,115)
Balance at July 2, 2022		$	261	$	964,937	$	(252,828)	$	(107,015)	$	1,446,457	$	131	$	2,051,943
Cash dividends paid ($0.60 per share)																Cash dividends paid ($0.60 per share)	—		—		—		—		(14,880)		—		(14,880)
Balance at April 1, 2023																Balance at April 1, 2023	$	261	$	983,065	$	(252,884)	$	(82,481)	$	1,659,265	$	250	$	2,307,476
Net income	Net income	—		—		—		—		75,468		—		75,468		Net income	—		—		—		—		70,071		—		70,071

Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—		(28,188)		—		—		(28,188)		Other comprehensive loss, net of tax	—		—		—		(14,911)		—		—		(14,911)
Stock-based compensation	Stock-based compensation	—		4,464		—		—		—		—		4,464		Stock-based compensation	—		12,545		—		—		—		—		12,545
Non-controlling interest	Non-controlling interest									(36)		36		—		Non-controlling interest									(45)		$	45	—

Withheld shares on restricted share units for withholding taxes																Withheld shares on restricted share units for withholding taxes	—		—		(5,999)		—		—		—		(5,999)
Stock options exercised	Stock options exercised	—		58		—		—		—		—		58		Stock options exercised	—		2,979		—		—		—		—		2,979

Cash dividends paid ($0.60 per share)	Cash dividends paid ($0.60 per share)	—		—		—		—		(14,854)		—		(14,854)		Cash dividends paid ($0.60 per share)	—		—		—		—		(14,910)		—		(14,910)
Balance at October 1, 2022		$	261	$	969,459	$	(252,828)	$	(135,203)	$	1,507,035	$	167	$	2,088,891
Balance at July 1, 2023																Balance at July 1, 2023	$	261	$	998,589	$	(258,883)	$	(97,392)	$	1,714,381	$	295	$	2,357,251
Net income																Net income	—		—		—		—		57,788		—		57,788

Other comprehensive loss, net of tax																Other comprehensive loss, net of tax	—		—		—		(2,134)		—		—		(2,134)
Stock-based compensation																Stock-based compensation	—		3,857		—		—		—		—		3,857
Non-controlling interest																Non-controlling interest									(50)		50		—
Withheld shares on restricted share units for withholding taxes																Withheld shares on restricted share units for withholding taxes	—		—		(308)		—		—		—		(308)
Stock options exercised																Stock options exercised	1		4,587		—		—		—		—		4,588

Cash dividends paid ($0.65 per share)																Cash dividends paid ($0.65 per share)	—		—		—		—		(16,183)		—		(16,183)
Balance at September 30, 2023																Balance at September 30, 2023	$	262	$	1,007,033	$	(259,191)	$	(99,526)	$	1,755,936	$	345	$	2,404,859

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

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		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)		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 26, 2020		$	259	$	907,858	$	(242,366)	$	(91,157)	$	1,034,048	$	131	$	1,608,773
Balance at January 1, 2022																Balance at January 1, 2022	$	260	$	946,588	$	(248,120)	$	(73,463)	$	1,268,124	$	131	$	1,893,520
Net income	Net income	—		—		—		—		57,713		—		57,713		Net income	—		—		—		—		117,518		—		117,518

Other comprehensive income (loss), net of tax		—		—		—		(4,871)		—		—		(4,871)
Stock-based compensation		—		3,395		—		—		—		—		3,395

Stock options exercised		—		7,509		—		—		—		—		7,509

Cash dividends paid ($0.48 per share)		—		—		—		—		(11,782)		—		(11,782)
Balance at March 27, 2021		$	259	$	918,762	$	(242,366)	$	(96,028)	$	1,079,979	$	131	$	1,660,737
Net income		—		—		—		—		82,095		—		82,095

Other comprehensive income, net of tax		—		—		—		5,454		—		—		5,454
Other comprehensive loss, net of tax																Other comprehensive loss, net of tax	—		—		—		(2,203)		—		—		(2,203)
Stock-based compensation	Stock-based compensation	—		8,843		—		—		—		—		8,843		Stock-based compensation	—		3,886		—		—		—		—		3,886

Withheld shares on restricted share units for withholding taxes	Withheld shares on restricted share units for withholding taxes	—		—		(5,597)		—		—		—		(5,597)		Withheld shares on restricted share units for withholding taxes	—		—		(4)		—		—		—		(4)
Stock options exercised	Stock options exercised	1		2,501		—		—		—		—		2,502		Stock options exercised	—		1,021		—		—		—		—		1,021

Cash dividends paid ($0.53 per share)																Cash dividends paid ($0.53 per share)	—		—		—		—		(13,086)		—		(13,086)
Balance at April 2, 2022																Balance at April 2, 2022	$	260	$	951,495	$	(248,124)	$	(75,666)	$	1,372,556	$	131	$	2,000,652
Net income																Net income	—		—		—		—		87,016		—		87,016

Cash dividends paid ($0.48 per share)		—		—		—		—		(11,814)		—		(11,814)
Balance at June 26, 2021		$	260	$	930,106	$	(247,963)	$	(90,574)	$	1,150,260	$	131	$	1,742,220
Net income		—		—		—		—		92,054		—		92,054

Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—		(4,954)		—		—		(4,954)		Other comprehensive loss, net of tax	—		—		—		(31,349)		—		—		(31,349)
Stock-based compensation	Stock-based compensation	—		3,772		—		—		—		—		3,772		Stock-based compensation	—		11,382		—		—		—		—		11,382

Withheld shares on restricted share units for withholding taxes	Withheld shares on restricted share units for withholding taxes	—		—		(115)		—		—		—		(115)		Withheld shares on restricted share units for withholding taxes	—		—		(4,704)		—		—		—		(4,704)
Stock options exercised	Stock options exercised	—		1,473		—		—		—		—		1,473		Stock options exercised	1		2,060		—		—		—		—		2,061

Cash dividends paid ($0.53 per share)	Cash dividends paid ($0.53 per share)	—		—		—		—		(13,052)		—		(13,052)		Cash dividends paid ($0.53 per share)	—		—		—		—		(13,115)		—		(13,115)
Balance at September 25, 2021		$	260	$	935,351	$	(248,078)	$	(95,528)	$	1,229,262	$	131	$	1,821,398
Balance at July 2, 2022																Balance at July 2, 2022	$	261	$	964,937	$	(252,828)	$	(107,015)	$	1,446,457	$	131	$	2,051,943
Net income																Net income	—		—		—		—		75,468		—		75,468

Other comprehensive loss, net of tax																Other comprehensive loss, net of tax	—		—		—		(28,188)		—		—		(28,188)
Stock-based compensation																Stock-based compensation	—		4,464		—		—		—		—		4,464
Non-controlling interest																Non-controlling interest	—		—		—		—		(36)		36		—

Stock options exercised																Stock options exercised	—		58		—		—		—		—		58

Cash dividends paid ($0.60 per share)																Cash dividends paid ($0.60 per share)	—		—		—		—		(14,854)		—		(14,854)
Balance at October 1, 2022																Balance at October 1, 2022	$	261	$	969,459	$	(252,828)	$	(135,203)	$	1,507,035	$	167	$	2,088,891

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 is ana diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more ~~than 15~~than 20 countries, and with ~~approximately 19,000 glo~~approximate~~bal~~ly 17,000 global associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.

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~~statements 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 ~~January 1,~~December 31, 2022, 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 30, 2023 and October 1, ~~2022 and September 25, 2021:~~2022:

Three Months Ended October 1, 2022 Nine Months Ended October 1, 2022
(in thousands) Electronics
Segment Transportation
Segment Industrial
Segment
Total Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics – Passive Products and Sensors $ 188,916 $ — $ — $ 188,916 $ 521,172 $ — $ — $ 521,172
Electronics – Semiconductor 208,713 — — 208,713 600,454 — — 600,454
Passenger Car Products — 62,280 — 62,280 — 186,552 — 186,552
Automotive Sensors — 22,998 — 22,998 — 72,336 — 72,336
Commercial Vehicle Products — 96,457 — 96,457 — 289,378 — 289,378
Industrial Products — — 79,516 79,516 — — 230,754 230,754
Total $ 397,629 $ 181,735 $ 79,516 $ 658,880 $ 1,121,626 $ 548,266 $ 230,754 $ 1,900,646


	Three Months Ended September 30, 2023								Nine Months Ended September 30, 2023
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total		Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	$	152,410	$	—	$	—	$	152,410	$	453,860	$	—	$	—	$	453,860
Electronics – Semiconductor	191,523		—		—		191,523		598,813		—		—		598,813
Passenger Car Products	—		72,524		—		72,524		—		200,104		—		200,104
Automotive Sensors	—		23,205		—		23,205		—		66,839		—		66,839
Commercial Vehicle Products	—		81,290		—		81,290		—		248,765		—		248,765
Industrial Products	—		—		86,119		86,119		—		—		260,469		260,469
Total	$	343,933	$	177,019	$	86,119	$	607,071	$	1,052,673	$	515,708	$	260,469	$	1,828,850

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		Three Months Ended September 25, 2021								Nine Months Ended September 25, 2021									Three Months Ended October 1, 2022								Nine Months Ended October 1, 2022
(in thousands)	(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total		Electronics Segment		Transportation Segment		Industrial Segment		Total		(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total		Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	Electronics – Passive Products and Sensors	$	171,299	$	—	$	—	$	171,299	$	459,012	$	—	$	—	$	459,012	Electronics – Passive Products and Sensors	$	188,916	$	—	$	—	$	188,916	$	521,172	$	—	$	—	$	521,172
Electronics – Semiconductor	Electronics – Semiconductor	175,941		—		—		175,941		500,110		—		—		500,110		Electronics – Semiconductor	208,713		—		—		208,713		600,454		—		—		600,454
Passenger Car Products	Passenger Car Products	—		64,630		—		64,630		—		200,579		—		200,579		Passenger Car Products	—		62,280		—		62,280		—		186,552		—		186,552
Automotive Sensors	Automotive Sensors	—		24,112		—		24,112		—		79,081		—		79,081		Automotive Sensors	—		22,998		—		22,998		—		72,336		—		72,336
Commercial Vehicle Products	Commercial Vehicle Products	—		35,673		—		35,673		—		106,602		—		106,602		Commercial Vehicle Products	—		96,457		—		96,457		—		289,378		—		289,378
Industrial Products	Industrial Products	—		—		67,926		67,926						181,479		181,479		Industrial Products	—		—		79,516		79,516						230,754		230,754
Total	Total	$	347,240	$	124,415	$	67,926	$	539,581	$	959,122	$	386,262	$	181,479	$	1,526,863	Total	$	397,629	$	181,735	$	79,516	$	658,880	$	1,121,626	$	548,266	$	230,754	$	1,900,646

See Note 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

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price. When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference

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between the contracted price and the lower approved price. The Company establishes reserves for this program based on historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

Return to Stock

The Company has a return to stock policy whereby certain customers, with prior authorization from Littelfuse management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historical 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 ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 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)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	474,003	$	478,473	Cash and cash equivalents	$	560,056	$	562,588
Restricted cash included in prepaid expenses and other current assets	Restricted cash included in prepaid expenses and other current assets	824		2,718		Restricted cash included in prepaid expenses and other current assets	—		802
Restricted cash included in other long-term assets	Restricted cash included in other long-term assets	1,428		$	1,645	Restricted cash included in other long-term assets	1,535		1,549
Total cash, cash equivalents and restricted cash		$	476,255	$	482,836
Total cash, cash equivalents, and restricted cash						Total cash, cash equivalents, and restricted cash	$	561,591	$	564,939

Recently~~Adopted~~ Issued Accounting Standards

In ~~November 2021,~~October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance"~~2023-06, "Disclosure Improvements". The ~~standard, requires annual disclosures about transactions with~~amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a ~~government that are accounted for by applying a grant or contribution accounting model by analogy: 1) Information about~~variety of Topics in the ~~nature of the transactions and the related accounting policy used to account for the transactions; 2)~~ASC. The ~~line items on the balance sheet and income statement that are~~Company may be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The company is currently evaluating the ~~transactions, and the amounts applicable to each financial statement line item; 3) Significant terms and conditions~~potential effects of the transactions, including commitments and contingencies. The guidance is effective for fiscal years beginning after December 15, 2021 with early adoption permitted. The adoption of ASU 2021-10 did not have a material impactthese amendments on ~~the Company's~~its Condensed Consolidated Financial Statements.

In ~~October 2021,~~March 2023, the FASB issued ASU No. ~~2021-08, "Business Combinations~~2023-01, "Leases (Topic ~~805)~~842): ~~Accounting for Contract Assets and Contract Liabilities from Contracts with Customers"~~Common Control Arrangements". The standard requires that leasehold improvements associated with common control leases be: 1) Amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease. However, if the lessor obtained the right to control the use of the underlying asset through a lease with another entity not within the same common control group, the amortization period may not exceed the amortization period of the common control group. 2) Accounted for as a transfer between entities under common control through an ~~entity (acquirer)~~adjustment to ~~recognize~~equity (or net assets for not-for-profit entities) if, and ~~measure contract assets~~when, the lessee no longer controls the use of the underlying asset. Additionally, those leasehold improvements are subject to the impairment guidance in Topic 360, Property, Plant, and ~~contract liabilities acquired in a business combination in accordance with Topic 606. The guidance~~Equipment. This standard is effective ~~for fiscal years beginning after December 15, 2022 with early adoption permitted.~~on January 1, 2024. The ~~adoption of ASU 2021-08 did~~Company does not ~~have a~~expect any material ~~impact~~effect on the Company's Condensed Consolidated Financial Statements.

2. Acquisitions

The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of ~~the acquired business are included in the Company’s Consolidated Financial Statements from the date of the acquisition.~~

~~C&K Switches~~

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~~interconnect solutions with~~the acquired business are included in the Company’s Condensed Consolidated Financial Statements from the date of the acquisition.

Dortmund Fab

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

Western Automation

On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial ~~transportation, aerospace,~~safety and ~~datacom.~~renewables. At the time the Company and ~~C&K~~Western Automation entered into the definitive agreement, ~~C&K~~Western Automation had annualized sales of ~~over $200~~approximately $25 million. The business is reported ~~as part of the Electronics-Passive Products and Sensors business~~ within the ~~Company's Electronics~~Company’s Industrial segment.

The acquisition was funded through a combination of cash on hand and debt. The total purchase consideration of $523.0 million, net of cash acquired, has been allocated, 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 price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

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


~~(in thousands)~~	Purchase Price Allocation
~~Total purchase consideration:~~
~~Cash, net of cash acquired~~	$	~~523,014~~
~~Allocation of consideration to assets acquired and liabilities assumed:~~
~~Trade receivables, net~~	~~26,231~~
~~Inventories~~	~~42,968~~
~~Other current assets~~	~~2,932~~
~~Property, plant, and equipment~~	~~32,559~~
~~Intangible assets~~	~~254,700~~
~~Goodwill~~	~~278,016~~
~~Other non-current assets~~	~~14,797~~
~~Current liabilities~~	~~(50,871)~~
~~Long- term debt~~	~~(14,889)~~
~~Other non-current liabilities~~	~~(63,429)~~
	$	~~523,014~~

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

Included in the Company’s Condensed Consolidated Statements of Net Income for the three months ended October 1, 2022 are net sales of approximately $37.9 million, and a loss before income taxes of $6.1 million, since the July 19, 2022 acquisition of C&K.

As required by purchase accounting rules, the Company recorded a $10.8 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was partially amortized as a non-cash charge to cost of sales during the three months ended October 1, 2022, as the acquired inventory was sold, and reflected as other non-segment costs. The Company recognized a non-cash charge of $6.8 million to cost of sales during the three months ended October 1, 2022.

During the three and nine months ended October 1, 2022, the Company incurred approximately $3.5 million and $9.2 million, respectively, of legal and professional fees related to C&K acquisition recognized as ~~Selling, general, and administrative expenses. These costs were reflected as other non-segment costs.~~

~~Embed~~

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

~~Carling Technologies~~

~~Table~~ ~~of Contents~~

On November 30, 2021, the Company completed the previously announced acquisition of Carling Technologies, Inc. (“Carling”), pursuant to the Stock Purchase Agreement, dated as of October 19, 2021. Founded in 1920, Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial vehicle, marine and datacom/telecom infrastructure markets. At the time of acquisition, Carling had annualized sales of approximately $170 million. The operations of Carling are included in the commercial vehicle business within the Company's Transportation segment. The purchase price for Carling Technologies was approximately $315.5 million subject to a working capital adjustment.

The acquisition was funded with cash on hand. The total purchase consideration of ~~$314.1~~$158.3 million, net of 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 price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary area not yet finalized relates to the completion of the valuation of certain acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

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


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	~~314,094~~158,260
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	~~26,232~~3,389
Inventories	~~56,479~~3,678
Other current assets	~~3,454~~718
Property, plant, and equipment	~~56,128~~1,328
Intangible assets	~~126,390~~68,000
Goodwill	~~97,975~~94,823
Other non-current assets	~~4,007~~573
Current liabilities	~~(21,522)~~(5,251)

Other non-current liabilities	~~(35,049)~~(8,998)
	$	~~314,094~~158,260

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

During the nine months ended October 1, 2022, the Company paid $0.5 million related to the final working capital adjustment and made measurement period adjustments to reduce the fair value of property, plant and equipment of $8.2 million, inventories of $0.8 million, and an increase in net accounts receivable of $0.6 million and intangible assets attributable to customer relationships of $0.5 million. As a result of these adjustments along with a corresponding reduction of deferred tax liabilities of $2.5 million, goodwill was increased by $5.9 million.

As required by purchase accounting rules, the Company recorded a $6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of sales during the fourth quarter of 2021 and first quarter of 2022, as the acquired inventory was sold, and reflected as other non-segment costs. The Company recognized a non-cash charge of $4.8 million to cost of sales during the nine months ended October 1, 2022.

~~Hartland Controls~~

On January 28, 2021, the Company acquired Hartland Controls ("Hartland"), a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning (HVAC) and other industrial and control systems applications with annualized sales of approximately $70 million. The purchase price for Hartland was $111.0 million and the operations of Hartland are included in the Industrial segment.

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Included in the Company’s Condensed Consolidated Statements of Net Income for the three and nine months ended September 30, 2023 are net sales of $2.7 million and $10.2 million respectively, and a loss before income taxes of $1.0 million and $0.8 million, respectively, since the February 3, 2023 acquisition of Western Automation.

During the nine months ended September 30, 2023, the Company incurred approximately $1.2 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses. These costs were reflected as other non-segment costs.

C&K Switches

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

The acquisition was funded through a combination of cash on hand and debt. The total purchase consideration of ~~$108.5~~$523.0 million, net of cash ~~cash equivalents, and restricted cash~~acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values. ~~As of October 1, 2022, the Company had restricted cash of $0.8 million in an escrow account for general indemnification purposes.~~

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


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired ~~and restricted cash~~	$	~~108,516~~523,014
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	~~12,915~~20,967
Inventories	~~35,808~~42,968
Other current assets	~~2,224~~2,932
Property, plant, and equipment	~~6,296~~32,791
Intangible assets	~~39,660~~254,700
Goodwill	~~38,502~~274,124
Other non-current assets	~~3,782~~14,797
Current liabilities	~~(24,861)~~(47,687)
Long-term debt	(9,626)
Other non-current liabilities	~~(5,810)~~(62,952)
	$	~~108,516~~523,014

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

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

As required by purchase accounting rules, the Company recorded a ~~$6.8~~$10.8 million step-up of inventory to its fair value as of the acquisition ~~date.~~date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of sales during the ~~first~~third and ~~second quarters~~fourth quarter of ~~2021,~~2022 as the acquired inventory was sold and is reflected as other non-segment costs. ~~During the three and nine months ended September 25, 2021,~~

Embed

Table of Contents

On April 12, 2022, the Company ~~recognized~~acquired Embed Ltd. (“Embed”). Founded in 2005, Embed is a ~~charge~~proven provider of ~~$3.3~~embedded software and firmware developed for a broad range of applications serving transportation end markets, primarily including commercial vehicle electrification and eMobility. The business is included in the commercial vehicle business within the Company's Transportation segment. The acquisition was funded with the Company’s cash on hand. The total purchase consideration was $9.2 million, ~~and 6.8 million, respectively, for the amortization~~net of ~~this fair value inventory step-up.~~

~~During the nine months ended September 25, 2021, the Company incurred approximately $0.8 million of legal and professional fees related to Hartland acquisition recognized as~~ ~~Selling, general, and administrative expenses. These costs were reflected as other non-segment costs.~~cash.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Western Automation as though the acquisition had occurred as of January 2, 2022, and C&K as though the acquisition had occurred as of December 27, 2020, and ~~Hartland and~~ Carling business acquired on November 30, 2021 as though the ~~acquisitions~~acquisition had occurred as of December 29, 2019. The Company has not included pro forma results of operations for Embed as its operations were not material to the Company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Western Automation acquisition occurred as of January 2, 2022, and had the C&K acquisition occurred as of December 27, 2020 and had ~~the Hartland and~~ Carling ~~acquisitions~~acquisition occurred as of December 29, 2019 or of future consolidated operating results.

~~Table~~ ~~of Contents~~


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
(in thousands, except per share amounts)	(in thousands, except per share amounts)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands, except per share amounts)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net sales	Net sales	$	663,741	$	638,583	$	2,025,881	$	1,823,333	Net sales	$	607,071	$	669,956	$	1,830,736	$	1,376,586
Income before income taxes	Income before income taxes	106,333		112,325		375,735		274,406		Income before income taxes	75,071		107,585		271,165		271,474
Net income	Net income	82,619		89,491		303,341		220,048		Net income	57,591		83,713		217,930		222,514
Net income per share — basic	Net income per share — basic	3.34		3.63		12.27		8.95		Net income per share — basic	2.31		3.38		8.77		12.38
Net income per share — diluted	Net income per share — diluted	3.31		3.59		12.14		8.84		Net income per share — diluted	2.29		3.35		8.68		12.26

Pro forma results presented above primarily reflect the following adjustments:


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Amortization (a)	Amortization (a)	$	(85)	$	(4,775)	$	(4,646)	$	(14,620)	Amortization (a)	$	—	$	(1,512)	$	(479)	$	(8,951)
Depreciation	Depreciation	451		697		1,979		1,902		Depreciation	—		451		—		1,979
Transaction costs (b)	Transaction costs (b)	3,548		(2,096)		9,218		(6,931)		Transaction costs (b)	(224)		3,772		1,203		8,015
Amortization of inventory step-up (c)	Amortization of inventory step-up (c)	6,765		—		11,534		(4,016)		Amortization of inventory step-up (c)	—		6,765		—		11,534
Interest expense (d)	Interest expense (d)	497		432		815		2,328		Interest expense (d)	—		497		—		815
Income tax (expense) benefit of above items		(2,794)		1,412		(4,582)		5,456
Income tax benefit (expense) of above items										Income tax benefit (expense) of above items	28		(2,644)		(91)		(3,893)

(a)The amortization adjustment for the nine months ended September 30, 2023 and three and nine months ended October 1, 2022 ~~and September 25, 2021~~ primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b)The transaction cost adjustments reflect the reversal of certain legal and professional fees from the three and nine months ended September 30, 2023 and three and nine months ended October 1, 2022, ~~and September 25, 2021,~~ and recognition of those fees during the three and nine months ended September ~~25, 2021.~~30, 2023.

(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized related to the Carling acquisition during the three ~~and nine~~ months ended ~~October 1, 2022, and the recognition of the amortization during the nine months ended September 25, 2021.~~April 2, 2022. The inventory step-up was amortized over four months as the inventory was sold.

(d)The interest expense adjustment reflects incremental interest expense related to the financing of the C&K acquisition.

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3. Inventories

The components of inventories at ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 are as follows:


(in thousands)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
Raw materials	Raw materials	$	225,987	$	168,409	Raw materials	$	214,588	$	231,043
Work in process	Work in process	130,943		117,506		Work in process	134,657		134,792
Finished goods	Finished goods	220,344		195,656		Finished goods	192,365		226,215
Inventory reserves	Inventory reserves	(41,248)		(35,900)		Inventory reserves	(58,535)		(44,360)
Total	Total	$	536,026	$	445,671	Total	$	483,075	$	547,690

4. Property, Plant, and Equipment

~~Table~~ ~~of Contents~~

The components of net property, plant, and equipment at ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 are as follows:


(in thousands)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
Land and land improvements	Land and land improvements	$	21,122	$	23,470	Land and land improvements	$	21,579	$	22,089
Building and building improvements	Building and building improvements	182,312		151,297		Building and building improvements	194,322		191,733
Machinery and equipment	Machinery and equipment	775,532		779,559		Machinery and equipment	846,065		812,540

Accumulated depreciation	Accumulated depreciation	(520,732)		(516,437)		Accumulated depreciation	(583,060)		(545,252)
Total	Total	$	458,234	$	437,889	Total	$	478,906	$	481,110

The Company recorded depreciation expense of ~~$17.0~~$17.9 million and ~~$14.2~~$17.0 million for the three months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively, and ~~$48.3~~$53.5 million and ~~$41.4~~$48.3 million for the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively.

5. Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill by segment for the nine months ended ~~October 1, 2022~~September 30, 2023 are as follows:

(in thousands) Electronics Transportation Industrial Total
Net book value of goodwill as of January 1, 2022
Gross goodwill as of January 1, 2022 $ 660,245 $ 228,555 $ 86,232 $ 975,032
Accumulated impairment losses as of January 1, 2022 — (36,177) (9,065) (45,242)
Total 660,245 192,378 77,167 929,790
Changes during 2022
Additions(a)
278,016 15,174 — 293,190
Currency translation (42,086) (11,440) (996) (54,522)
Net book value of goodwill as of October 1, 2022
Gross goodwill as of October 1, 2022 896,175 227,927 84,616 1,208,718
Accumulated impairment losses as of October 1, 2022 — (31,815) $ (8,445) (40,260)
Total $ 896,175 $ 196,112 $ 76,171 $ 1,168,458


(in thousands)	Electronics		Transportation		Industrial		Total
Net book value of goodwill as of December 31, 2022
Gross goodwill as of December 31, 2022	$	909,167	$	234,793	$	84,889	$	1,228,849
Accumulated impairment losses as of December 31, 2022	—		(33,401)		(8,526)		(41,927)
Total	909,167		201,392		76,363		1,186,922
Changes during 2023:
Additions (a)	3,879		—		94,823		98,702

Currency translation	676		(1,616)		(341)		(1,281)
Net book value of goodwill as of September 30, 2023
Gross goodwill as of September 30, 2023	913,722		232,668		179,401		1,325,791
Accumulated impairment losses as of September 30, 2023	—		(32,892)		$	(8,556)	(41,448)
Total	$	913,722	$	199,776	$	170,845	$	1,284,343

(a) The additions resulted from the acquisitions of Western Automation and measurement period adjustment related to the C&K ~~Embed and Carling.~~acquisition.

The components of other intangible assets as of ~~October 1,~~September 30, 2023 and December 31, 2022 ~~and~~ ~~January 1, 2022~~ are as follows:

As of October 1, 2022
(in thousands) Gross
Carrying
Value

Accumulated Amortization

Net Book
Value
Land use rights $ 17,459 $ 2,081 $ 15,378
Patents, licenses and software 260,478 134,234 126,244
Distribution network 41,250 39,989 1,261
Customer relationships, trademarks, and tradenames 614,571 152,144 462,427
Total $ 933,758 $ 328,448 $ 605,310

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		As of January 1, 2022							As of September 30, 2023
(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	$	19,542	$	1,906	$	17,636	Land use rights	$	17,133	$	2,579	$	14,554
Patents, licenses and software		164,556		101,307		63,249
Patents, licenses, and software								Patents, licenses, and software	269,219		154,983		114,236
Distribution network	Distribution network	43,361		40,591		2,770		Distribution network	42,888		42,888		—
Customer relationships, trademarks, and tradenames	Customer relationships, trademarks, and tradenames	487,710		164,239		323,471		Customer relationships, trademarks, and tradenames	679,246		195,670		483,576

Total	Total	$	715,169	$	308,043	$	407,126	Total	$	1,008,486	$	396,120	$	612,366


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

During the three months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ the Company recorded amortization expense of ~~$15.6~~$16.0 million and ~~$10.4~~$15.6 million, respectively. During the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ the Company recorded amortization expense of ~~$39.9~~$49.8 million and ~~$31.6~~$39.9 million, respectively.

During the ~~three~~ nine months ended ~~October 1, 2022~~,September 30, 2023, the Company recorded additions to intangible assets of ~~$254.7~~$68.0 million, related to the ~~C&K~~Western Automation acquisition, the components of which were as follows:


(in thousands)	(in thousands)	Weighted Average Useful Life	Amount		(in thousands)	Weighted Average Useful Life	Amount
Patents, licenses and software		12	$	55,700

Patents, licenses, and software					Patents, licenses, and software	6.7	$	11,500
Customer relationships, trademarks, and tradenames	Customer relationships, trademarks, and tradenames	17	199,000		Customer relationships, trademarks, and tradenames	14.7	56,500
Total	Total		$	254,700	Total		$	68,000

Estimated annual amortization expense related to intangible assets with definite lives as of ~~October 1, 2022~~September 30, 2023 is as follows:


(in thousands)	(in thousands)	Amount		(in thousands)	Amount
2022		$	55,735
2023	2023	59,823		2023	$	65,693
2024	2024	56,539		2024	62,578
2025	2025	56,201		2025	62,258
2026	2026	49,944		2026	51,475
2027 and thereafter		366,951
2027				2027	49,470
2028 and thereafter				2028 and thereafter	370,665
Total	Total	$	645,193	Total	$	662,139

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6. Accrued Liabilities

The components of accrued liabilities as of ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 are as follows:

(in thousands) October 1, 2022 January 1, 2022
Employee-related liabilities $ 92,177 $ 92,018
Operating lease liability 11,880 9,018
Professional services 11,475 4,299
Other non-income taxes 7,709 4,280
Restructuring liability 3,556 2,944
Interest 3,408 4,402
Current post-retirement benefits liability 1,606 1,248
Deferred revenue 1,129 1,105
Other 44,187 40,375
Total $ 177,127 $ 159,689

~~Table~~ ~~of Contents~~


(in thousands)	September 30, 2023		December 31, 2022
Employee-related liabilities	$	68,367	$	99,089
Current lease liability	11,839		12,841
Other non-income taxes	8,639		10,594
Professional services	6,159		7,160
Other customer reserves	4,804		5,064
Interest	3,687		4,449
Deferred revenue	2,126		2,593
Restructuring liability	2,075		2,434
Current benefit liability	1,318		1,318
Other	34,526		41,515
Total	$	143,540	$	187,057

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.

7. Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment, and other charges for the three and nine months ended September 30, 2023 and October 1, 2022 ~~and September 25, 2021~~ as follows:


		Three months ended October 1, 2022								Nine months ended October 1, 2022									Three months ended September 30, 2023								Nine months ended September 30, 2023
(in thousands)	(in thousands)	Electronics		Transportation		Industrial		Total		Electronics		Transportation		Industrial		Total		(in thousands)	Electronics		Transportation		Industrial		Total		Electronics		Transportation		Industrial		Total
Employee terminations	Employee terminations	$	1,401	$	1,574	$	—	$	2,975	$	1,807	$	1,997	$	—	$	3,804	Employee terminations	$	1,174	$	1,665	$	293	$	3,132	$	2,833	$	2,598	$	887	$	6,318
Other restructuring charges	Other restructuring charges	73		365		—		438		76		385		—		461		Other restructuring charges	64		138		364		566		321		822		1,018		2,161
Total restructuring charges	Total restructuring charges	1,474		1,939		—		3,413		1,883		2,382		—		4,265		Total restructuring charges	1,238		1,803		657		3,698		3,154		3,420		1,905		8,479

Impairment																		Impairment	—		—		818		818		—		3,870		872		4,742

Total	Total	$	1,474	$	1,939	$	—	$	3,413	$	1,883	$	2,382	$	—	$	4,265	Total	$	1,238	$	1,803	$	1,475	$	4,516	$	3,154	$	7,290	$	2,777	$	13,221


		Three months ended September 25, 2021								Nine months ended September 25, 2021									Three months ended October 1, 2022								Nine months ended October 1, 2022
(in thousands)	(in thousands)	Electronics		Transportation		Industrial		Total		Electronics		Transportation		Industrial		Total		(in thousands)	Electronics		Transportation		Industrial		Total		Electronics		Transportation		Industrial		Total
Employee terminations	Employee terminations	$	542	$	—	$	133	$	675	$	1,094	$	416	$	302	$	1,812	Employee terminations	$	1,401	$	1,574	$	—	$	2,975	$	1,807	$	1,997	$	—	$	3,804
Other restructuring charges	Other restructuring charges	—		97		—		97		—		186		—		186		Other restructuring charges	73		365		—		438		76		385		—		461
Total restructuring charges		542		97		133		772		1,094		602		302		1,998

Total	Total	$	542	$	97	$	133	$	772	$	1,094	$	602	$	302	$	1,998	Total	$	1,474	$	1,939	$	—	$	3,413	$	1,883	$	2,382	$	—	$	4,265

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2023

For the three and nine months ended September 30, 2023, the Company recorded total restructuring charges of $3.7 million and $8.5 million, respectively, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Transportation segment’s commercial vehicle business, and the reorganization of certain selling and administrative functions within the Electronics segment due to the C&K acquisition. During the third quarter of 2023, the Company recognized a $0.8 million impairment charge substantially related to certain patents in a business within the Industrial segment. In addition, during the second quarter of 2023, the Company recognized a $3.9 million impairment charge related to the land and building of a property in the commercial vehicle business within the Transportation segment that the Company made the decision to donate.

2022

For the three and nine months ended October 1, 2022, the Company recorded total restructuring charges of $3.4 million and $4.3 million, ~~respectively,~~respectively. primarily for employee termination costs. These charges are primarily related to the reorganization of certain manufacturing, selling and administrative functions within the passenger vehicle and automotive sensor businesses in the Transportation segment and the reorganization of selling and administrative functions due to the C&K acquisition within the Electronics segment.

~~2021~~

For the three and nine months ended September 25, 2021, the Company recorded total restructuring charges of $0.8 million and $2.0 million, respectively, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Electronic and Transportation segments.

The restructuring liability as of ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 is ~~$3.6~~$2.1 million and ~~$2.9~~$2.4 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 in the third quarter fiscal year ~~2022.~~2024.

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8. Debt

The carrying amounts of debt at ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 are as follows:


(in thousands)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
Revolving Credit Facility	Revolving Credit Facility	$	100,000	$	100,000	Revolving Credit Facility	$	100,000	$	100,000
Term Loan	Term Loan	298,125		—		Term Loan	290,625		296,250
Euro Senior Notes, Series A due 2023	Euro Senior Notes, Series A due 2023	114,958		132,444		Euro Senior Notes, Series A due 2023	123,605		124,716
Euro Senior Notes, Series B due 2028	Euro Senior Notes, Series B due 2028	93,342		107,540		Euro Senior Notes, Series B due 2028	100,363		101,265
U.S. Senior Notes, Series A due 2022		—		25,000

U.S. Senior Notes, Series B due 2027	U.S. Senior Notes, Series B due 2027	100,000		100,000		U.S. Senior Notes, Series B due 2027	100,000		100,000
U.S. Senior Notes, Series A due 2025	U.S. Senior Notes, Series A due 2025	50,000		50,000		U.S. Senior Notes, Series A due 2025	50,000		50,000
U.S. Senior Notes, Series B due 2030	U.S. Senior Notes, Series B due 2030	125,000		125,000		U.S. Senior Notes, Series B due 2030	125,000		125,000
U.S. Senior Notes, due 2032	U.S. Senior Notes, due 2032	100,000		—		U.S. Senior Notes, due 2032	100,000		100,000
Other	Other	9,376		—		Other	7,056		9,113
Unamortized debt issuance costs	Unamortized debt issuance costs	(4,971)		(3,087)		Unamortized debt issuance costs	(4,024)		(4,847)
Total debt	Total debt	985,830		636,897		Total debt	992,625		1,001,497
Less: Current maturities	Less: Current maturities	(10,220)		(25,000)		Less: Current maturities	(135,619)		(134,874)
Total long-term debt	Total long-term debt	$	975,610	$	611,897	Total long-term debt	$	857,006	$	866,623

Revolving Credit Facility and Term Loan

On June 30, 2022, the Company amended and restated its Credit Agreement, dated as of April 3, 2020 (the “Credit Agreement”) to effect certain changes, including, among other changes: (i) adding a $300 million unsecured term loan credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based interest rate benchmarks and modifying performance-based interest rate margins; and (iv) extending the maturity date to June 30, 2027 (the “Maturity Date”). Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.

Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00% to 1.75%, plus a SOFR adjustment of 0.10% or at the bank’s Base Rate, as defined in the Credit Agreement, plus —% to 0.75%, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10% to

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0.175%, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.

~~Revolving~~Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. The Company borrowed $300.0 million under a term loan on June 30, 2022. The principal balance of the term loans must be repaid in quarterly installments on the last day of each calendar quarter in the amount of $1.9 million commencing September 30, 2022, through June 30, 2024, and in the amount of $3.8 million commencing September 30, 2024, through March 31, 2027, with the remaining outstanding principal balance payable in full on the Maturity Date. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty. During the three and nine months ended ~~October 1, 2022,~~September 30, 2023, the Company ~~paid~~made payments of $1.9 million ofand $5.6 million on its term ~~loan.~~loan, respectively. The revolving loan and term loan balance under the Credit Facility was $100.0 million and ~~$298.1~~$290.6 million, respectively, as of ~~October 1, 2022.~~September 30, 2023.

As of ~~October 1, 2022,~~September 30, 2023, the effective interest rate on revolving loan and term loan outstanding borrowings was ~~4.13%~~6.67%.

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As of ~~October 1, 2022,~~September 30, 2023, the Company had no$0.2 million outstanding in letters of credit under the Credit Facility and had ~~available $600.0~~$599.8 million of borrowing capacity available under the revolving Credit Facility. As of ~~October 1, 2022,~~September 30, 2023, the Company was in compliance with all covenants under the Credit Agreement.

~~Debt Issuance Costs~~

~~During three and nine months ended October 1, 2022, the Company paid debt issuance costs of $0.4 million and~~ $2.6 million in connection with the new amended Credit Agreement on June 30, 2022 which, along with the remaining balance of debt issuance costs of the previous credit facility, are being amortized over the life of the new amended Credit Agreement.

Senior Notes

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). Interest 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,~~were funded. During the ~~“U.S.~~first quarter of 2022, the Company paid off $25 million of U.S. Senior Notes, Series A due ~~2022 and 2027”) were funded.~~on February 15, 2022. Interest on the U.S. Senior Notes due ~~2022 and~~ 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017. ~~During the nine months ended October 1, 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022.~~

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

On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.

On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $100 million in aggregate principal amount of 4.33% Senior Notes, due June 30, 2032 (“U.S. Senior Notes, due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, ~~2032.~~2022.

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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 ~~October 1, 2022,~~September 30, 2023, 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.

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Interest paid on all Company debt was $11.9 million and $8.5 million ~~and $6.1 million~~ for the three months ended September 30, 2023 and October 1, 2022, ~~and~~ ~~September 25, 2021~~,respectively, and ~~$16.9~~$33.2 million and ~~$14.8~~$16.9 million for the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively.

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

There were no transfers in or out of Level 1, Level 2 and Level 3 during the period.

Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.

Cash Equivalents

Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with ~~an institution~~institutions with sound credit ~~rating~~ratings and are highly liquid. The Company classified cash equivalents as Level 1 and are valued at cost which approximates fair value.

Investments in Equity Securities

Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets.

Derivatives Designated as Hedging Instruments

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, c~~Changes~~hanges in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive ~~(loss) income until~~loss until the underlying transactions are recognized in

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earnings. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy, since all significant inputs are corroborated by market observable data.

The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting our counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of our counterparties, the Company may not receive payments provided for under the terms of our derivatives.

Derivatives Not Designated as Hedging Instruments

On July 14, 2022, the Company entered into a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Euro and U.S. dollar on its Euro denominated Senior Notes, Series A due 2023. The notional value of the forward contract at July 14, ~~2023~~2022 was €117.0 million and expires on December 7, 2023. The foreign currency contract was not designated as a hedge instrument and is marked to market on a monthly basis. As a result, changes in fair value are reported in Foreign exchange loss in the Condensed Consolidated Statements of Operations. The fair value of the foreign currency forward contract was valued using market exchange rates by a third party and classified as a Level 2 input under the fair value hierarchy.

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As of ~~October 1,~~September 30, 2023 and December 31, 2022, the fair values of our derivative financial instrument and their classifications on the Condensed Consolidated Balance Sheets were as follows:

~~(in thousands)~~

~~Consolidated Balance Sheet Classification~~

~~October 1, 2022~~

~~Derivatives Designated as Hedging Instruments~~

~~Interest rate swap agreement:~~

~~Designated as cash flow hedge~~

~~Prepaid expenses and other current assets~~

~~2,726~~

~~Other long-term assets~~

~~6,574~~

~~Derivatives Not Designated as Hedging Instruments~~

~~Foreign exchange forward contract~~

~~Other long-term liabilities~~

~~3,179~~


(in thousands)	Consolidated Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives Designated as Hedging Instruments
Interest rate swap agreement:
Designated as cash flow hedge	Prepaid expenses and other current assets	$	4,963	$	3,939
	Other long-term assets	$	6,533	$	4,740
Derivatives Not Designated as Hedging Instruments
Foreign exchange forward contract	Prepaid expenses and other current assets	$	2,862	$	6,186

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and October 1, 2022 were as follows:


			Three Months Ended		Nine Months Ended				Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	Classification of Loss Recognized in the Condensed Consolidated Statements of Operations	October 1, 2022			October 1, 2022		(in thousands)		Classification of (Gain) Loss Recognized in the Condensed Consolidated Statements of Operations	September 30, 2023			October 1, 2022		September 30, 2023		October 1, 2022
Derivatives designated as cash flow hedges	Derivatives designated as cash flow hedges							Derivatives designated as cash flow hedges
Interest rate swap agreement	Interest rate swap agreement	Interest expense, net	$	314		$	335	Interest rate swap agreement		Interest expense, net	$	(1,252)		$	314	$	(3,246)	$	335
Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments							Derivatives Not Designated as Hedging Instruments
Foreign exchange forward contract	Foreign exchange forward contract	Foreign exchange loss	$	3,209		$	3,209	Foreign exchange forward contract		Foreign exchange loss	$	4,310		$	3,209	$	3,226	$	3,209

The pre-tax ~~gain~~gains recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and October 1, 2022 was as follows:

Three Months Ended Nine Months Ended
(in thousands) October 1, 2022 October 1, 2022
Derivatives designated as cash flow hedges
Interest rate swap agreement $ (10,012) $ (9,300)

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	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Derivatives designated as cash flow hedges
Interest rate swap agreement	$	(2,034)	$	(10,012)	$	(2,817)	$	(9,300)

The pre-tax gain of ~~$2.7~~$5.0 million from accumulated other comprehensive ~~(loss)~~loss to earnings is expected to be recognized during the next twelve months.

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 long-term assets.

There were no changes during the quarter ended ~~October 1, 2022~~September 30, 2023 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

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The following table presents assets measured at fair value by classification within the fair value hierarchy as of ~~October 1, 2022:~~September 30, 2023:


		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	$	83,012	$	—	$	—	$	83,012	Cash equivalents	$	427,671	$	—	$	—	$	427,671
Investments in equity securities	Investments in equity securities	10,123		—		—		10,123		Investments in equity securities	9,703		—		—		9,703
Mutual funds	Mutual funds	13,037		—		—		13,037		Mutual funds	18,192		—		—		18,192
Total	Total	$	106,172	$	—	$	—	$	106,172	Total	$	455,566	$	—	$	—	$	455,566

The following table presents assets measured at fair value by classification within the fair value hierarchy as of ~~January 1,~~December 31, 2022:


		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	$	12,475	$	—	$	—	$	12,475	Cash equivalents	$	304,101	$	—	$	—	$	304,101
Investments in equity securities	Investments in equity securities	26,070		—		—		26,070		Investments in equity securities	10,653		—		—		10,653
Mutual funds	Mutual funds	15,021		—		—		15,021		Mutual funds	14,094		—		—		14,094
Total	Total	$	53,566	$	—	$	—	$	53,566	Total	$	328,848	$	—	$	—	$	328,848

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 ~~Credit Facilities’~~revolving and term

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loan debt facilities' fair values approximate book value at ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022, 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 ~~October 1, 2022~~September 30, 2023 and ~~January 1,~~December 31, 2022 were as follows:


		October 1, 2022				January 1, 2022					September 30, 2023				December 31, 2022
(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	$	114,958	$	111,435	$	132,444	$	134,119	Euro Senior Notes, Series A due 2023	$	123,605	$	122,830	$	124,716	$	122,270
Euro Senior Notes, Series B due 2028	Euro Senior Notes, Series B due 2028	93,342		80,581		107,540		110,837		Euro Senior Notes, Series B due 2028	100,363		87,722		101,265		87,119
USD Senior Notes, Series A due 2022		—		—		25,000		25,055

USD Senior Notes, Series B due 2027	USD Senior Notes, Series B due 2027	100,000		93,233		100,000		104,828		USD Senior Notes, Series B due 2027	100,000		92,866		100,000		93,764
USD Senior Notes, Series A due 2025	USD Senior Notes, Series A due 2025	50,000		47,905		50,000		51,720		USD Senior Notes, Series A due 2025	50,000		48,338		50,000		48,145
USD Senior Notes, Series B due 2030	USD Senior Notes, Series B due 2030	125,000		111,309		125,000		131,837		USD Senior Notes, Series B due 2030	125,000		109,188		125,000		112,028
USD Senior Notes, due 2032	USD Senior Notes, due 2032	100,000		89,598		—		—		USD Senior Notes, due 2032	100,000		86,977		100,000		90,131

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10. Benefit Plans

The Company has ~~company-sponsored~~Company-sponsored and mandatory defined benefit pension plans covering employees in the United Kingdom ("U.K."), Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is generally 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) 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 30, 2023 and October 1, 2022 ~~and September 25, 2021~~ were as follows:


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Components of net periodic benefit cost:	Components of net periodic benefit cost:									Components of net periodic benefit cost:
Service cost	Service cost	$	725	$	684	$	2,243	$	2,086	Service cost	$	700	$	725	$	2,087	$	2,243
Interest cost	Interest cost	607		434		1,879		1,317		Interest cost	961		607		2,850		1,879
Expected return on plan assets	Expected return on plan assets	(361)		(361)		(1,144)		(1,099)		Expected return on plan assets	(470)		(361)		(1,409)		(1,144)
Amortization of prior service and net actuarial loss	Amortization of prior service and net actuarial loss	92		327		289		992		Amortization of prior service and net actuarial loss	12		92		34		289
Net periodic benefit cost	Net periodic benefit cost	$	1,063	$	1,084	$	3,267	$	3,296	Net periodic benefit cost	$	1,203	$	1,063	$	3,562	$	3,267

The Company expects to make approximately ~~$2.6~~$2.0 million of contributions to the plans and pay ~~$1.8~~$1.9 million of benefits directly in ~~2022.~~2023.

The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. The Company recorded expense of ~~$0.5~~$0.4 million and ~~$0.6~~$0.5 million for the three months ended September 30, 2023 and October 1, 2022 ~~and~~ ~~September 25, 2021~~, respectively, and ~~$1.5~~$1.1 million and ~~$1.6~~$1.5 million for the nine months ended September 30, 2023 and October 1, 2022, ~~and~~ ~~September 25, 2021,~~ respectively, in Cost of Sales and Other (income) expense, net within the Condensed Consolidated Statements of Net Income. The pre-tax ~~amounts~~(gains) losses amount recognized in other comprehensive ~~loss (income)~~(loss) income as components of net periodic benefit costs for these plans were ~~$0.1 million~~nominal and ~~$0.2~~$0.1 million for the three months ended September 30, 2023 and October 1, 2022, respectively, and ~~September 25, 2021, respectively,~~$(0.1) million and $0.3 million ~~and $0.5 million for~~for the nine months ended September 30, 2023 and October 1, 2022, ~~and~~ ~~September 25, 2021,~~ respectively.

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11. Other Comprehensive (Loss) Income

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

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(in thousands)	(in thousands)	Three Months Ended October 1, 2022						Three Months Ended September 25, 2021						(in thousands)	Three Months Ended September 30, 2023						Three Months Ended October 1, 2022
		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	$	673	$	74	$	599	$	601	$	114	$	487	Defined benefit pension plan and other adjustments	$	(3)	$	—	$	(3)	$	673	$	(74)	$	599
Cash flow hedge	Cash flow hedge	10,012		2,403		7,609		—		—		—		Cash flow hedge	2,034		(488)		1,546		10,012		(2,403)		7,609
Foreign currency translation adjustments ~~(1)~~(a)	Foreign currency translation adjustments ~~(1)~~(a)	(37,289)		(893)		(36,396)		(5,441)		—		(5,441)		Foreign currency translation adjustments ~~(1)~~(a)	(4,301)		624		(3,677)		(37,289)		893		(36,396)
Total change in other comprehensive (loss) income	Total change in other comprehensive (loss) income	$	(26,604)	$	1,584	$	(28,188)	$	(4,840)	$	114	$	(4,954)	Total change in other comprehensive (loss) income	$	(2,270)	$	136	$	(2,134)	$	(26,604)	$	(1,584)	$	(28,188)

(in thousands)	(in thousands)	Nine Months Ended October 1, 2022						Nine Months Ended September 25, 2021						(in thousands)	Nine Months Ended September 30, 2023						Nine Months Ended October 1, 2022
		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 adjustments		$	1,718	$	170	$	1,548	1,479		209		$	1,270
Defined benefit pension plan and other adjustments														Defined benefit pension plan and other adjustments	$	(125)	$	(31)	$	(156)	$	1,718	$	(170)	$	1,548
Cash flow hedge	Cash flow hedge	9,300		2,232		7,068		—		—		—		Cash flow hedge	2,817		(676)		2,141		9,300		(2,232)		7,068
Foreign currency translation adjustments ~~(1)~~(a)	Foreign currency translation adjustments ~~(1)~~(a)	(72,671)		(2,315)		(70,356)		$	(5,641)	$	—	$	(5,641)	Foreign currency translation adjustments ~~(1)~~(a)	(6,098)		351		(5,747)		(72,671)		2,315		(70,356)
Total change in other comprehensive (loss) income		$	(61,653)	$	87	$	(61,740)	$	(4,162)	$	209	$	(4,371)
Total change in other comprehensive loss														Total change in other comprehensive loss	$	(3,406)	$	(356)	$	(3,762)	$	(61,653)	$	(87)	$	(61,740)

~~(1)~~(a) The tax shown above within the foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries which have been previously taxed in the U.S. and are not permanently reinvested.

The following tables set forth the changes inin accumulated other comprehensive ~~(loss) income~~loss by ~~component~~component for the nine months ended September 30, 2023 and October 1, ~~2022 and September 25, 2021:~~2022:


(in thousands)	(in thousands)	Defined benefit pension plan and other adjustments		Cash flow hedge		Foreign currency translation adjustment		Accumulated other comprehensive loss		(in thousands)	Defined benefit pension plan and other adjustments		Cash flow hedge		Foreign currency translation adjustment		Accumulated other comprehensive loss
Balance at January 1, 2022		$	(11,928)	$	—	$	(61,535)	$	(73,463)
Balance at December 31, 2022										Balance at December 31, 2022	$	(2,193)	$	6,596	$	(100,167)	$	(95,764)

Activity in the period	Activity in the period	1,548		7,068		(70,356)		(61,740)		Activity in the period	(156)		2,141		(5,747)		(3,762)
Balance at October 1, 2022		$	(10,380)	$	7,068	$	(131,891)	$	(135,203)
Balance at September 30, 2023										Balance at September 30, 2023	$	(2,349)	$	8,737	$	(105,914)	$	(99,526)


(in thousands)	(in thousands)	Defined benefit pension plan and other adjustments		Foreign currency translation adjustment		Accumulated other comprehensive loss		(in thousands)	Defined benefit pension plan and other adjustments		Cash flow hedge		Foreign currency translation adjustment		Accumulated other comprehensive loss
Balance at December 26, 2020		$	(34,141)	$	(57,016)	$	(91,157)
Balance at January 1, 2022								Balance at January 1, 2022	$	(11,928)	$	—	$	(61,535)	$	(73,463)

Activity in the period	Activity in the period	1,270		(5,641)		(4,371)		Activity in the period	1,548		7,068		(70,356)		(61,740)
Balance at September 25, 2021		$	(32,871)	$	(62,657)	$	(95,528)
Balance at October 1, 2022								Balance at October 1, 2022	$	(10,380)	$	7,068	$	(131,891)	$	(135,203)

Amounts reclassified from accumulated other comprehensive ~~(loss) income~~loss to ~~earnings~~earnings for the three and nine months ended September 30, 2023 and October 1, 2022 ~~and September 25, 2021~~ were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Pension and Postemployment plans:	Pension and Postemployment plans:									Pension and Postemployment plans:
Amortization of prior service and net actuarial loss		$	193	$	501	$	588	$	1,514
Amortization of prior service and net actuarial (gain) loss										Amortization of prior service and net actuarial (gain) loss	$	(11)	$	193	$	(33)	$	588

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

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12. Income Taxes

The effective ~~tax rate for the~~ ~~three and nine months ended October 1, 2022 was 21.4% and 17.6%, respectively, compared to the effective~~ tax rate for the three and nine months ended September ~~25, 2021~~30, 2023 was 23.3% and 19.7%, respectively, compared to the effective tax rate for the three and nine months ended October 1, 2022 of ~~19.0%~~21.4% and 17.6%, respectively. The effective tax rate for the third quarter of ~~2022~~2023 is higher than the effective tax rate for the comparable ~~2021~~2022 period, primarily due to less income earned in lower tax jurisdictions in the 2023 period, as compared to the 2022 period. The effective tax rates for both periods are higher than the statutory tax rate due to the impact of foreign exchange losses with no related tax ~~benefit in the 2022 period, as compared to the comparable 2021 period.~~benefit.

The effective tax rate for the first nine months of 2023 is higher than the effective tax rate for the comparable 2022 period, ~~is lower than~~primarily due to the ~~applicable U.S. statutory tax rate due to~~impact of a one-time deduction in the first quarter of 2022 that resulted in a net benefit of $7.2 million from the dissolution of one of the Company’s ~~affiliates, as well as the forecasted impact of income earned in lower tax jurisdictions.~~affiliates. The effective tax ~~rate~~rates for ~~the comparable 2021 period is~~both periods were lower than the applicable U.S. statutory tax rate primarily due to ~~the forecasted impact of~~ income earned in lower tax ~~jurisdictions.~~jurisdictions, while for the 2022 period, the effective tax rate was also lower due to the impact of the one-time deduction previously noted.

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				Nine Months Ended
(in thousands, except per share amounts)	(in thousands, except per share amounts)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands, except per share amounts)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Numerator:	Numerator:									Numerator:
Net income as reported	Net income as reported	$	75,468	$	92,054	$	280,002	$	231,862	Net income as reported	$	57,788	$	75,468	$	216,604	$	280,002

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding									Weighted average shares outstanding
Basic	Basic	24,755		24,622		24,726		24,582		Basic	24,893		24,755		24,838		24,726
Effect of dilutive securities	Effect of dilutive securities	233		304		260		322		Effect of dilutive securities	250		233		262		260
Diluted	Diluted	24,988		24,926		24,986		24,904		Diluted	25,143		24,988		25,100		24,986

Earnings Per Share:	Earnings Per Share:									Earnings Per Share:
Basic earnings per share	Basic earnings per share	$	3.05	$	3.74	$	11.32	$	9.43	Basic earnings per share	$	2.32	$	3.05	$	8.72	$	11.32
Diluted earnings per share	Diluted earnings per share	$	3.02	$	3.69	$	11.21	$	9.31	Diluted earnings per share	$	2.30	$	3.02	$	8.63	$	11.21

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 ~~92,052~~80,828 and ~~57,936~~92,052 for the three months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively, and ~~84,027~~106,156 and ~~32,773~~84,027 for the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively.

Share Repurchase Program

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 of the Company’s common stock for the period May 1, 2021 to April 30, 2024 to replace its previous 2020 program.

The Company did not repurchase ~~any~~ shares of its common stock for the three and nine months ended September 30, 2023, and October 1, ~~2022, and September 25, 2021.~~2022.

14. Related Party Transactions

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.

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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.


		Three Months Ended October 1, 2022						Three Months Ended September 25, 2021							Three Months Ended September 30, 2023						Three Months Ended October 1, 2022
(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	$	0.5	$	—	$	—	$	—	$	—	$	—
Purchase material/service from related party	Purchase material/service from related party	$	—	$	0.1	$	2.9	$	0.8	$	0.1	$	3.1	Purchase material/service from related party	1.2		0.1		2.0		—		0.1		2.9

		For the Nine Months Ended October 1, 2022						For the Nine Months Ended September 25, 2021							Nine Months Ended September 30, 2023						Nine Months Ended October 1, 2022
(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	$	—	$	—	$	—	$	0.2	$	—	$	—	Sales to related party	$	1.7	$	—	$	—	$	—	$	—	$	—
Purchase material/service from related party	Purchase material/service from related party	0.3		0.3		8.8		2.6		0.3		8.9		Purchase material/service from related party	3.3		0.3		7.6		0.3		0.3		8.8

		October 1, 2022						January 1, 2022							September 30, 2023						December 31, 2022
(in millions)	(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC		(in millions)	Powersem		EB Tech		ATEC		Powersem		EB Tech		ATEC

Accounts payable balance	Accounts payable balance	$	—	$	—	$	1.7	$	—	$	—	$	1.8	Accounts payable balance	$	0.8	$	—	$	1.6	$	—	$	—	$	1.8

15. Segment Information

The Company and its subsidiaries design, manufacture and sell component, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company reports its operations by the following segments: Electronics, Transportation, 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 three 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, electromechanical switches and interconnect solutions, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes; and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related charging infrastructure, aerospace, power supplies, data centers and telecommunications,

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medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics.

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

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units used in applications serving a number of end markets, including heavy-duty truck and bus, construction, agriculture, material handling and marine.

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

Segment information is summarized as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net sales	Net sales									Net sales
Electronics	Electronics	$	397,629	$	347,240	$	1,121,626	$	959,122	Electronics	$	343,933	$	397,629	$	1,052,673	$	1,121,626
Transportation	Transportation	181,735		124,415		548,266		386,262		Transportation	177,019		181,735		515,708		548,266
Industrial	Industrial	79,516		67,926		230,754		181,479		Industrial	86,119		79,516		260,469		230,754
Total net sales	Total net sales	$	658,880	$	539,581	$	1,900,646	$	1,526,863	Total net sales	$	607,071	$	658,880	$	1,828,850	$	1,900,646

Depreciation and amortization	Depreciation and amortization									Depreciation and amortization
Electronics	Electronics	$	19,080	$	15,503	$	48,984	45,998		Electronics	$	19,623	$	19,080	$	59,219	48,984
Transportation	Transportation	11,331		7,075		32,703		21,094		Transportation	10,193		11,331		32,547		32,703
Industrial	Industrial	2,180		2,058		6,522		5,957		Industrial	4,093		2,180		11,517		6,522

Total depreciation and amortization	Total depreciation and amortization	$	32,591	$	24,636	$	88,209	$	73,049	Total depreciation and amortization	$	33,909	$	32,591	$	103,283	$	88,209

Operating income	Operating income									Operating income
Electronics	Electronics	$	113,140	$	100,524	$	339,675	$	230,283	Electronics	$	77,022	$	113,140	$	247,028	$	339,675
Transportation	Transportation	12,987		15,806		57,604		55,380		Transportation	9,694		12,987		26,015		57,604
Industrial	Industrial	12,178		6,571		39,968		18,452		Industrial	13,201		12,178		45,450		39,968
Other(a)	Other(a)	(16,435)		(2,794)		(30,623)		(11,270)		Other (a)	(6,272)		(16,435)		(22,154)		(30,623)
Total operating income	Total operating income	121,870		120,107		406,624		292,845		Total operating income	93,645		121,870		296,339		406,624
Interest expense	Interest expense	8,399		4,602		17,069		13,901		Interest expense	10,101		8,399		29,803		17,069
Foreign exchange loss	Foreign exchange loss	18,191		3,154		40,051		8,315		Foreign exchange loss	11,776		18,191		8,697		40,051
Other (income) expense, net	Other (income) expense, net	(698)		(1,240)		9,789		(10,867)		Other (income) expense, net	(3,527)		(698)		(11,810)		9,789
Income before income taxes	Income before income taxes	$	95,978	$	113,591	$	339,715	$	281,496	Income before income taxes	$	75,295	$	95,978	$	269,649	$	339,715

(a) Included in “Other” Operating income for the third quarter of 2023 was $3.7 million ($8.5 million year-to-date) of restructuring charges, primarily related to employee termination costs, and $1.8 million ($9.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the third quarter of 2023, the Company recognized a $0.8 million impairment charge substantially related to certain patents in a business within the Industrial segment. In addition, during the second quarter of 2023, the Company recognized a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

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Included in “Other” Operating income for the third quarter of 2022 was $6.8 million ($11.6 million year-to-date) of purchase accounting inventory step-up charges, $6.2 million ($14.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $3.4 million ($4.3 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

~~Included in “Other” Operating income for the~~ ~~third~~ ~~quarter of 2021 was~~ ~~$6.8 million~~ ~~year-to-date of purchase accounting inventory step-up charges,~~ ~~$2.0 million ($3.4 million~~ ~~year-to-date) of legal and professional fees and other integration expenses related to Hartland and other contemplated acquisitions, and~~ ~~$0.8 million~~ ~~($2.0 million year-to-date) 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 year-to-date gain of~~ ~~$0.9 million~~ ~~recorded for the sale of a building within the Electronics segment.~~

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

Three Months Ended Nine Months Ended
(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021
Net sales
United States $ 244,907 $ 172,995 $ 689,888 $ 458,723
China 165,091 160,628 492,195 455,872
Other countries(a)
248,882 205,958 718,563 612,268
Total net sales $ 658,880 $ 539,581 $ 1,900,646 $ 1,526,863


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net sales
United States	$	217,904	$	244,907	$	635,892	$	689,888
China	138,393		165,091		415,430		492,195
Other countries (a)	250,774		248,882		777,528		718,563
Total net sales	$	607,071	$	658,880	$	1,828,850	$	1,900,646

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


(in thousands)	(in thousands)	October 1, 2022		January 1, 2022		(in thousands)	September 30, 2023		December 31, 2022
Long-lived assets	Long-lived assets					Long-lived assets
United States	United States	$	76,191	$	57,923	United States	$	73,902	$	76,325
China	China	120,079		122,867		China	131,438		129,094
Mexico	Mexico	105,290		107,283		Mexico	102,896		107,119
Germany	Germany	36,033		39,055		Germany	42,712		39,635
Philippines	Philippines	74,967		74,918		Philippines	74,004		77,240
Other countries~~(a)~~	Other countries~~(a)~~	45,674		35,843		Other countries~~(a)~~	53,954		51,697
Total long-lived assets	Total long-lived assets	$	458,234	$	437,889	Total long-lived assets	$	478,906	$	481,110

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


		Nine Months Ended					Nine Months Ended
(in thousands)	(in thousands)	October 1, 2022		September 25, 2021		(in thousands)	September 30, 2023		October 1, 2022
Additions to long-lived assets	Additions to long-lived assets					Additions to long-lived assets
United States	United States	$	9,761	$	3,696	United States	$	7,407	$	9,761
China	China	23,449		13,790		China	22,558		23,449
Mexico	Mexico	21,169		22,518		Mexico	11,339		21,169
Germany	Germany	3,246		6,994		Germany	6,534		3,246
Philippines	Philippines	13,118		10,109		Philippines	5,245		13,118
Other countries~~(a)~~	Other countries~~(a)~~	4,269		3,527		Other countries~~(a)~~	8,138		4,269
Total additions to long-lived assets	Total additions to long-lived assets	$	75,012	$	60,634	Total additions to long-lived assets	$	61,221	$	75,012

(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; cybersecurity matters; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes; 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 the Company's Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022, 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 ~~January 1,~~December 31, 2022.

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 the Company is 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 ana diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 1520 countries, and with approximately ~~19,000~~17,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.

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, Transportation, and Industrial. Within these segments, the Company designs, manufactures and sells components and modules empowering a sustainable, connected, and safer world. Our products protect against electrostatic discharge, power surges, short circuits, voltage spikes and other harmful occurrences, safely and efficiently control power and improve productivity and are used to identify and detect temperature, proximity, flow speed and fluid level in various applications.

Executive Summary

For the third quarter of ~~2022,~~2023, the Company recognized net sales of ~~$658.9~~$607.1 million, ~~an increase~~a decrease of ~~$119.3~~$51.8 million, or ~~22.1%~~7.9% as compared to ~~$539.6~~$658.9 million in the third quarter of ~~2021. The increase was primarily driven by higher volumes in the Electronics and Industrial segments, $58.8~~2022 including $7.3 million or ~~10.9%~~1.1% of net sales from the Carling acquisition within the Transportation segment and $37.9 million or 7.0% of net sales from the C&K acquisition within the Electronics segment, partially offset by $21.5 million or 4.0% of unfavorablefavorable changes in foreign exchange rates. The decrease in net sales was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset higher volume in the passenger car products business within the Transportation segment, and higher volume in the Industrial segment. The Company recognized net income of $57.8 million, or $2.30 per diluted share, in the third quarter of 2023 compared to $75.5 million, or $3.02 per diluted share in the third quarter of ~~2022 compared to $92.1 million, or $3.69 per diluted share in the third quarter of 2021.~~2022. The decrease in net income was primarily due to ~~higher foreign exchange losses~~lower operating income of ~~$15.0 million.~~$36.1 million in the Electronics segment driven by a reduction in volume.

~~Supply chain constraints, including material and transportation capacity shortages impacted~~On June 28, 2023, the Company ~~its suppliers and customers~~entered into a definitive purchase agreement to acquire a ~~lesser extent during~~200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The acquisition of the Dortmund Fab is expected to close in early fiscal year 2025. The total purchase price for the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) recorded in Other long-term assets in the Condensed Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing. The transaction is not expected to have a material impact on the Company’s fiscal year 2023 or 2024 financial results and will be reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

On February 3, 2023, the Company acquired Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of ~~2022 as compared to previous quarters.~~electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million and will be reported within the company’s Industrial segment. The Company ~~expects ongoing improvement during~~financed the ~~remainder of 2022.~~transaction with cash on hand.

Net cash provided by operating activities was $313.1 million for the nine months ended September 30, 2023 compared to $313.4 million for the nine months ended October 1, 2022 as ~~compared to $240.7 million for the nine months ended September 25, 2021. The increase in net cash provided by operating activities was primarily due to higher~~lower cash earnings ~~partially~~were offset by ~~increases~~reductions in working ~~capital resulting from higher sales growth and higher annual incentive bonus payments made in 2022 as compared to 2021.~~

~~On July 19, 2022, the Comp~~any completed the previously announced acquisition of C&K Switches (“C&K”) for $540 million in cash. Founded in 1928, C&K is a leading designer and manufacturer of high-performance electromechanical switches and interconnect solutions with a strong global presence across a broad range of en~~d markets, including industrial, transportation, aerospace, and datacom. At the time the Company and C&K entered into the definitive agreement, C&K had annualized sales of~~ ~~over $200 million.~~ The business is reported as part of the Electronics-Passive Products and Sensors business within the Company's Electronics segment. The Company financed the transaction through a combination of cash on hand and debt.

~~Impact of COVID-19 on Business~~

The effects from COVID-19 continue to drive higher ongoing costs including spending on personal protective equipment ("PPE"), additional personnel and employee transportation costs, and manufacturing inefficiencies as well as an increase in material costs and transportation costs due to global supply chain and logistics constraints around the world.

The Company anticipates that the disruptions caused by COVID-19 may continue to 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 further resurgence in COVID-19 cases and its impact on the Company's employees, customers, suppliers and vendors. The Company will continue to actively monitor the situation and may take further actions altering its business operations that the Company determines are in the best interests of its 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 the Company's business and operations, including the effects on its customers, employees, and prospects, or on the Company's financial results for the fiscal year 2022.capital.

Risks Related to Market Conditions

~~Table~~ ~~of Contents~~

The Company continues to operate in a ~~more volatile~~challenging macro environment, ~~given events related~~including but not limited to, ~~the~~supply chain disruptions, varying regional dynamics, and some pockets of end market softness. The ongoing war in ~~Ukraine.~~Ukraine has had a modest impact on the Company, as the Company suspended sales into and purchases from Russia. The Company does not have any direct operations in Ukraine or Russia. The war has had a modest impact on the Company, including higher transportation costs due to the Company modifying its shipping logistics as well as suspending sales into and purchases from Russia. Additionally, the war has impacted certain OEM customers who have had lower production levels due to shut-downs and ongoing material shortages.

Results of Operations

The following table summarizes the Company’s unaudited condensed consolidated results of operations for the periods presented. The third quarter of 2023 includes $3.7 million ($8.5 million year-to-date) of restructuring charges, primarily related to employee termination costs, and $1.8 million ($9.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the third quarter of 2023, the Company recognized a $0.8 million impairment charge substantially related to certain patents in a business within the Industrial segment. In addition, during the second quarter of 2023, the Company recognized a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

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The third quarter of 2022 includes $6.8 million ($11.6 million year-to-date) of purchase accounting inventory step-up charges, $6.2 million ($14.8 million year-to-date) of legal and professional fees primarily related to completed and contemplated acquisitions, and $3.4 million ($4.3 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.


	Third Quarter								First Nine Months
(in thousands)	2023		2022		Change		% Change		2023		2022		Change		% Change
Net sales	$	607,071	$	658,880	$	(51,809)	(7.9)	%	$	1,828,850	$	1,900,646	$	(71,796)	(3.8)	%
Cost of sales	380,200		402,059		(21,859)		(5.4)	%	1,122,190		1,122,258		(68)		—	%
Gross profit	226,871		256,821		(29,950)		(11.7)	%	706,660		778,388		(71,728)		(9.2)	%
Operating expenses	133,226		134,951		(1,725)		(1.3)	%	410,321		371,764		38,557		10.4	%
Operating income	93,645		121,870		(28,225)		(23.2)	%	296,339		406,624		(110,285)		(27.1)	%
Income before income taxes	75,295		95,978		(20,683)		(21.5)	%	269,649		339,715		(70,066)		(20.6)	%
Income taxes	17,507		20,510		(3,003)		(14.6)	%	53,045		59,713		(6,668)		(11.2)	%
Net income	$	57,788	$	75,468	$	(17,680)	(23.4)	%	$	216,604	$	280,002	$	(63,398)	(22.6)	%

Net Sales

Net sales decreased $51.8 million, or 7.9%, for the third quarter of 2023 compared to the third quarter of 2022 including $7.3 million or 1.1% of favorable changes in foreign exchange rates. The decrease in net sales was due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset higher volume in passenger car products business within the Transportation segment, and higher volume in the Industrial segment.

Net sales decreased $71.8 million, or 3.8%, for the first nine months of 2023 compared to the first nine months of 2022, including $3.1 million or 0.2% of unfavorable changes in foreign exchange rates. The sales decrease was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment that more than offset $102.0 million or 5.4% incremental net sales associated with the C&K and Western Automation acquisitions and higher volume from the Industrial segment.

Cost of Sales

Cost of sales was $380.2 million, or 62.6% of net sales, in the third quarter of 2023, compared to $402.1 million, or 61.0% of net sales, in the third quarter of 2022. As a percent of net sales, cost of sales increased 1.6% driven by lower volume in the Electronics segment.

Cost of sales was $1,122.2 million, or 61.4% of net sales, in the first nine months of 2023, compared to $1,122.3 million, or 59.0% of net sales, in the first nine months of 2022. As a percent of net sales, cost of sales increased 2.3% driven by lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment, partially offset by volume leverage, and favorable product mix from the Industrial segment.

Gross Profit

Gross profit was $226.9 million, or 37.4% of net sales, in the third quarter of 2023 compared to $256.8 million, or 39.0% of net sales, for the third quarter of 2022. The $30.0 million decrease in gross profit was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment, partially offset by higher volume in passenger car products business within the Transportation segment, and higher volume in the Industrial segment.

Gross profit was $706.7 million, or 38.6% of net sales, in the first nine months of 2023 compared to $778.4 million, or 41.0% of net sales, for the first nine months of 2022. The $71.7 million decrease in gross profit was primarily due to lower volume in the Electronics segment and the commercial vehicle business within the Transportation segment, partially offset by the acquisition of C&K within the Electronics segment, and volume leverage and favorable product mix from the Industrial segment and $11.5 million or 0.6% of purchase accounting inventory charges recorded during the first nine months of 2022.

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Operating Expenses

Operating expenses were $133.2 million, or 21.9% of net sales, for the third quarter of 2023 compared to $135.0 million, or 20.5% of net sales, for the third quarter of 2022. The decrease in operating expenses of $1.7 million was primarily due to lower selling, general, and administrative expenses of $3.0 million, partially offset by higher restructuring, impairment, and other charges of $1.1 million, including a $0.8 million impairment charge related to related to certain patents in a business within the Industrial segment.

Operating expenses were $410.3 million, or 22.4% of net sales, for the first nine months of 2023 compared to $371.8 million, or 19.6%of net sales, for the first nine months of 2022. The increase in operating expenses of $38.6 million was primarily due to higher selling, general, and administrative expenses of $11.2 million, higher amortization expense of $9.9 million and research and development expenses of $8.5 million mainly due to the C&K and Western Automation acquisitions. Additionally, the Company incurred an increase in restructuring, impairment, and other charges of $9.0 million, including a $3.9 million impairment charge related to the land and building in the commercial vehicle business within the Transportation segment and $0.8 million impairment charge related to related to certain patents in a business within the Industrial segment. This increase in operating expenses was partially offset by lower variable incentive compensation expense.

Operating Income

Operating income was $93.6 million, representing a decrease of $28.3 million, or 23.2%, for the third quarter of 2023 compared to $121.9 million for the third quarter of 2022. The decrease in operating income was due to lower gross profit from the Electronics segment. Operating margins decreased from 18.5% in the third quarter of 2022 to 15.4% in the third quarter of 2023 driven by lower volume in the Electronics segment.

Operating income was $296.3 million, representing a decrease of $110.3 million, or 27.1%, for the first nine months of 2023 compared to $406.6 million for the first nine months of 2022. The decrease in operating income was due to lower gross profit from the Electronics and Transportation segments and higher operating expenses as noted above. Operating margins decreased from 21.4% in the first nine months of 2022 to 16.2% in the first nine months of 2023 driven by lower volume in the Electronics and Transportation segments and the higher operating expenses mentioned above.

Income Before Income Taxes

Income before income taxes was $75.3 million, or 12.4% of net sales, for the third quarter of 2023 compared to $96.0 million, or 14.6% of net sales, for the third quarter of 2022. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily favorably impacted by lower foreign exchange losses of $6.4 million in the third quarter of 2023 compared to the third quarter of 2022.

Income before income taxes was $269.6 million, or 14.7% of net sales, for the first nine months of 2023 compared to $339.7 million, or 17.9% of net sales, for the first nine months of 2022. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by lower foreign exchange losses of $31.4 million and lower unrealized losses of $12.8 million related to one of the Company's equity investments during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022.

Income Taxes

Income tax expense for the third quarter of 2023 was $17.5 million, or an effective tax rate of 23.3%, compared to $20.5 million, or an effective tax rate of 21.4%, for the third quarter of 2022. The effective tax rate for the third quarter of 2023 is higher than the effective tax rate for the comparable 2022 period, primarily due to less income earned in lower tax jurisdictions in the 2023 period, as compared to the 2022 period. The effective tax rates for both periods are higher than the statutory tax rate due to the impact of foreign exchange losses with no related tax benefit.

Income tax expense for the first nine months of 2023 was $53.0 million, or an effective tax rate of 19.7%, compared to $59.7 million, or an effective tax rate of 17.6%, for the first nine months of 2022. The effective tax rate for the first nine months of 2023 is higher than the effective tax rate for the comparable 2022 period, primarily due to the impact of a one-time deduction in the first quarter of 2022 that resulted in a net benefit of $7.2 million from the dissolution of one of the Company’s affiliates. The effective tax rates for both periods were lower than the applicable U.S. statutory tax rate primarily due to income earned in lower tax jurisdictions, while for the 2022 period, the effective tax rate was also lower due to the impact of the one-time deduction previously noted.

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Segment Results of Operations

The Company reports its operations by the following segments: Electronics, Transportation and Industrial. Segment information is described more fully in Note 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 and operating income by segment:


Net Sales	Third Quarter								First Nine Months
(in thousands)	2023		2022		Change		% Change		2023		2022		Change		% Change
Electronics	$	343,933	$	397,629	$	(53,696)	(13.5)	%	$	1,052,673	$	1,121,626	$	(68,953)	(6.1)	%
Transportation	177,019		181,735		(4,716)		(2.6)	%	515,708		548,266		(32,558)		(5.9)	%
Industrial	86,119		79,516		6,603		8.3	%	260,469		230,754		29,715		12.9	%
Total	$	607,071	$	658,880	$	(51,809)	(7.9)	%	$	1,828,850	$	1,900,646	$	(71,796)	(3.8)	%


Operating income	Third Quarter								First Nine Months
(in thousands)	2023		2022		Change		% Change		2023		2022		Change		% Change
Electronics	$	77,022	$	113,140	$	(36,118)	(31.9)	%	$	247,028	$	339,675	$	(92,647)	(27.3)	%
Transportation	9,694		12,987		(3,293)		(25.4)	%	26,015		57,604		(31,589)		(54.8)	%
Industrial	13,201		12,178		1,023		8.4	%	45,450		39,968		5,482		13.7	%
Other (a)	(6,272)		(16,435)		10,163				(22,154)		(30,623)		8,469
Total	$	93,645	$	121,870	$	(28,225)	(23.2)	%	$	296,339	$	406,624	$	(110,285)	(27.1)	%

~~The third quarter of 2021 includes~~ ~~$6.8 million~~ ~~year-to-date of purchase accounting inventory step-up charges,~~ ~~$2.0 million ($3.4 million~~ ~~year-to-date) of legal and professional fees and other integration expenses related to Hartland and other contemplated acquisitions, and~~ ~~$0.8 million~~ ~~($2.0 million year-to-date) 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 year-to-date gain of~~ ~~$0.9 million~~ ~~recorded for the sale of a building within the~~ Electronics ~~segment.~~

Third Quarter First Nine Months
(in thousands) 2022 2021 Change %
Change 2022 2021 Change %
Change
Net sales $ 658,880 $ 539,581 $ 119,299 22.1 % $ 1,900,646 $ 1,526,863 $ 373,783 24.5 %
Cost of sales 402,059 325,009 77,050 23.7 % 1,122,258 954,429 167,829 17.6 %
Gross profit 256,821 214,572 42,249 19.7 % 778,388 572,434 205,954 36.0 %
Operating expenses 134,951 94,465 40,486 42.9 % 371,764 279,589 92,175 33.0 %
Operating income 121,870 120,107 1,763 1.5 % 406,624 292,845 113,779 38.9 %
Income before income taxes 95,978 113,591 (17,613) (15.5) % 339,715 281,496 58,219 20.7 %
Income taxes 20,510 21,537 (1,027) (4.8) % 59,713 49,634 10,079 20.3 %
Net income $ 75,468 $ 92,054 $ (16,586) (18.0) % $ 280,002 $ 231,862 $ 48,140 20.8 %
Segment

Net Sales

Net sales ~~increased $119.3~~decreased $53.7 million, or ~~22.1%~~13.5%, ~~for~~in the third quarter of ~~2022~~2023 compared to the third quarter of ~~2021, including $58.8 million or 10.9% from the Carling acquisition within the Transportation segment and $37.9 million or 7.0% of net sales from the C&K acquisition within the Electronics segment,~~2022 and included ~~$21.5 million or 4.0% of unfavorable~~favorable changes in foreign exchange ~~rates.~~rates of $4.4 million. The ~~remaining increase of $12.5 million in the Electronics segment~~sales decrease was mainly due to ~~demand primarily in primarily in the semiconductors business within the Electronics segment while the Industrial segment increased $11.6 million~~lower volume across all businesses driven by ~~higher volume~~inventory rebalancing at certain distributors and ~~price realization~~reduced demand across ~~all businesses.~~certain electronics markets, including consumer facing and personal electronics.

Net sales ~~increased $373.8~~decreased $69.0 million, or ~~24.5%~~6.1%, ~~including $172.4 million or 11.3% from~~in the ~~Carling acquisition within~~first nine months of 2023 compared to the ~~Transportation segment and $37.9 million or 2.5%~~first nine months quarter of ~~net sales from the C&K acquisition within the Electronics segment,~~2022 and included ~~$46.5 million or 3.0% of~~ unfavorable changes in foreign exchange rates ~~for the first nine months~~ of ~~2022 compared~~$0.4 million. The sales decrease was mainly due to ~~the first nine months of 2021. The remaining increase of $124.6 million in~~lower volume from the Electronics ~~segment was due to higher volume and price realization across numerous end markets while the Industrial segment increased $49.3 million~~products business driven by ~~higher volume~~inventory rebalancing at certain distributors and ~~price realization~~reduced demand across ~~all businesses~~certain electronics markets, including consumer facing and personal electronics, and telecom, which more than offset the incremental ~~one month~~ net sales of ~~$9.1~~$91.9 million from the ~~Hartland acquisition.~~

~~Cost of Sales~~

~~Table~~ ~~of Contents~~

Cost of sales was $402.1 million, or 61.0% of net sales, in the third quarter of 2022, compared to $325.0 million, or 60.2% of net sales, in the third quarter of 2021. The increase in cost of sales was primarily due to greater volume across the Electronics and Industrial segments driven by the factors discussed above along with the acquisitions of Carling and C&K. As a percent of net sales, cost of sales increased 0.8% driven by purchase accounting inventory charges of $6.8 million or 1.0%, partially offset by volume leverage, and favorable product mix predominantly in the Electronics segment.

Cost of sales was $1,122.3 million, or 59.0% of net sales for the first nine months of 2022, compared to $954.4 million, or 62.5% of net sales for the first nine months of 2021. The increase in cost of sales was primarily due to greater volume across the Electronics and Industrial segments driven by the factors discussed above along with the acquisitions of Carling and C&K. As a percent of net sales, cost of sales decreased 3.5% driven by volume leverage, partially offset by higher purchase accounting inventory charges of $4.7 million or 0.3% in 2022.

~~Gross Profit~~

Gross profit was $256.8 million, or 39.0% of net sales, in the third quarter of 2022 compared to $214.6 million, or 39.8% of net sales, for the third quarter of 2021. The $42.2 million increase in gross profit was primarily due to higher volume and price realization in the Electronics and Industrial segments along with the acquisitions of Carling and C&K. The decrease in gross margin of 0.8% was primarily driven by purchase accounting inventory charges of $6.8 million or 1.0%, partially offset by volume leverage and favorable price and product mix predominantly in the Electronics segment.

Gross profit was $778.4 million, or 41.0% of net sales, in the first nine months of 2022 compared to $572.4 million, or 37.5% of net sales, for the first nine months of 2021. The $206.0 million increase in gross profit was primarily due to higher volume and price realization in the Electronics and Industrial segments along with the acquisitions of Carling and C&K. The increase in gross margin of 3.5% was primarily driven by volume leverage and price realization, partially offset by higher purchase accounting inventory charges of $4.7 million or 0.2% in 2022.

~~Operating Expenses~~

Total operating expenses were $135.0 million, or 20.5% of net sales, for the third quarter of 2022 compared to $94.5 million, or 17.5% of net sales, for the third quarter of 2021. The increase in operating expenses of $40.5 million was primarily due to higher selling, general, and administrative expenses of $22.8 million, research and development expenses of $10.0 million, and increased amortization expense of $5.1 million and acquisition-related expenses of $4.2 million largely due to the Carling and C&K ~~acquisitions.~~

Total operating expenses were $371.8 million, or 19.6% of net sales, for the first nine months of 2022 compared to $279.6 million, or 18.3% of net sales, for the first nine months of 2021. The increase in operating expenses of $92.2 million was primarily due to higher selling, general, and administrative expenses of $59.7 million, research and development expenses of $21.9 million and increased acquisition-related expenses of $11.4 million and amortization expense of $8.3 million largely due to the Carling and C&K acquisitions.acquisition.

Operating Income

Operating income was $121.9 million, an increase of $1.8 million, or 1.5%, for the third quarter of 2022 compared to $120.1 million for the third quarter of 2021. The increase in operating income was due to higher gross profit from the Electronics and Industrial segments, partially offset by higher operating expenses as noted above. Operating margins decreased from 22.3% in the third quarter of 2021 to 18.5% in the third quarter of 2022 driven by the higher operating expenses associated with the acquisitions mentioned above.

Operating income was $406.6 million, an increase of $113.8 million, or 38.9%, for the first nine months of 2022 compared to $292.8 million for the first nine months of 2021. The increase in operating income was due to higher gross profit from all segments, particularly in the Electronics segment, partially offset by higher operating expenses as noted above. Operating margins increased from 19.2% in the first nine months of 2021 to 21.4% in the first nine months of 2022 driven by higher operating income of $109.4 million in the Electronics segment.

~~Income Before Income Taxes~~

Income before income taxes was $96.0 million, or 14.6% of net sales, for the third quarter of 2022 compared to $113.6 million, or 21.1% of net sales, for the third quarter of 2021. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily impacted by higher foreign exchange losses of $15.0 million in the third quarter of 2022, and increased interest expense of $3.8 million ~~due to higher borrowings.~~

Table of Contents

~~Income before~~Operating income ~~taxes~~ was ~~$339.7~~$77.0 million, representing a decrease of $36.1 million, or 17.9% of net sales, for the first nine months of 2022 compared to $281.5 million, or 18.4% of net sales, for the first nine months of 2021. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was impacted by higher foreign exchange losses of $31.7 million during the nine months ended October 1, 2022 and $13.7 million of unrealized losses during the nine months ended October 1, 2022 compared to unrealized gains of $9.2 million during nine months ended September 25, 2021 related to the Company's equity investment.

~~Income Taxes~~

~~Income tax expense for the third quarter of 2022 was $20.5 million, or an effective tax rate of 21.4%, compared to $21.5 million, or an effective tax rate of 19.0%~~31.9%, for the third quarter of ~~2021. The effective tax rate~~2023 compared to $113.1 million for the third quarter of ~~2022 is higher than the effective tax rate for the comparable 2021 period,~~2022. The decrease in operating income was primarily due to ~~higher foreign exchange losses with no related tax benefit~~lower volume leverage from the Electronics products businesses and unfavorable mix that were partially offset by cost control initiatives. Operating margins decreased from 28.5% in the third quarter of 2022 ~~period, as compared~~to 22.4% in the third quarter of 2023 primarily due to the ~~comparable 2021 period.~~lower volume.

~~Income tax expense for the first nine months~~Operating income was $247.0 million, representing a decrease of ~~2022 was $59.7~~$92.6 million, or ~~an effective tax rate of 17.6%, compared to income tax expense of $49.6 million, or an effective tax rate of 17.6%~~27.3%, for the first nine months of ~~2021. The effective tax rate~~2023 compared to $339.7 million for the first nine months of ~~the 2022 period is lower than the applicable U.S. statutory tax rate~~2022. The decrease in operating income was primarily due to ~~a one-time deduction that resulted~~lower volume mainly driven from the ~~dissolution~~Electronics products business, which more than offset the incremental volume from the C&K acquisition. Operating margins decreased from 30.3% in the first nine months of ~~one~~2022 to 23.5% in the first nine months of the Company’s affiliates, as well as the forecasted impact of income earned in lower tax jurisdictions. The effective tax rate for the comparable 2021 period is lower than the applicable U.S. statutory tax rate2023 primarily due to the ~~forecasted impact of income earned in~~ lower ~~tax jurisdictions.~~volume.

Transportation Segment

~~Segment Results of Operations~~

~~The Company reports its operations by the following segments: Electronics, Transportation and Industrial. Segment information is described more fully in Note 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
(in thousands) 2022 2021 Change %
Change 2022 2021 Change %
Change
Electronics $ 397,629 $ 347,240 $ 50,389 14.5 % $ 1,121,626 $ 959,122 $ 162,504 16.9 %
Transportation 181,735 124,415 57,320 46.1 % 548,266 386,262 162,004 41.9 %
Industrial 79,516 67,926 11,590 17.1 % 230,754 181,479 49,275 27.2 %
Total $ 658,880 $ 539,581 $ 119,299 22.1 % $ 1,900,646 $ 1,526,863 $ 373,783 24.5 %

~~Electronics Segment~~Net Sales

Net sales ~~increased $50.4~~decreased $4.7 million, or ~~14.5%~~2.6%, in the third quarter of ~~2022~~2023 compared to the third quarter of ~~2021~~2022 and included favorable changes in foreign exchange rates of $2.8 million. The sales decrease was mainly from the commercial vehicle business which had a net sales decline of $15.2 million driven by reduced demand largely due to inventory rebalancing at certain distributors and customers, and demand reduction in Asia end markets, partially offset by an increase of $10.2 million from the passenger car products business driven by global car build growth, new vehicle launches, as well as the ongoing electronification and electrification of vehicles.

Net sales decreased $32.6 million, or 5.9%, in the first nine months of 2023 compared to the first nine months of 2022 and included unfavorable changes in foreign exchange rates of ~~$12.9~~$2.2 million. The commercial vehicle business net sales declined $40.6 million driven by reduced demand largely due to inventory rebalancing at certain distributors and customers, and some demand reduction in commercial vehicle end markets, partially offset by an increase of $13.6 million from the passenger car products business driven by the ongoing electronification and electrification of vehicles. The automotive sensors business had net sales declines of $5.5 million primarily due to lower demand in the United States and China.

Operating Income

Operating income was $9.7 million, representing a decrease of $3.3 million, or 25.4%, for the third quarter of 2023 compared to $13.0 million for the third quarter of 2022. The decrease in operating income was primarily due to lower volume driven by the decrease from the commercial vehicle business partially offset by higher volume and price realization in the passenger car business. Operating margins decreased from 7.1% in the third quarter of 2022 to 5.5% in the third quarter of 2023 primarily driven by lower commercial vehicle volume.

Operating income was $26.0 million, representing a decrease of $31.6 million, or 54.8%, for the first nine months of 2023 compared to $57.6 million for the first nine months of 2022. Operating margins declined from 10.5% to 5.0% primarily due to lower volume from the commercial vehicle business.

Industrial Segment

Net Sales

Net sales increased by $6.6 million, or 8.3%, in the third quarter of 2023 compared to the third quarter of 2022, which included favorable changes in foreign exchange rates of $0.1 million. The sales increase was primarily due to continued growth in construction/MRO, price realization and the acquisition of C&K which contributed net sales of $37.9 million. The remaining sales increase was due to $32.8 million of higher volume for the semiconductor business driven by increased demand predominantly in the data center and electric vehicle end markets along with capacity growth and price realization.Western Automation.

Net sales increased ~~$162.5~~by $29.7 million, or ~~16.9%~~12.9%, in the first nine months of ~~2022~~2023 compared to the first nine months of ~~2021 and~~2022, which included unfavorable changes in foreign exchange rates of ~~$27.3 million.~~ The sales increase was primarily due to increased volume and price realization for the semiconductor business of $100.3 million and $62.2 million in the electronics products business, which included the incremental $37.9 million of sales from the acquisition of C&K. These volume increases were driven by continued broad-based demand across numerous end markets.

~~Transportation Segment~~

~~Net sales increased $57.3 million, or 46.1%, in the third quarter of 2022 compared to the third quarter of 2021 and included unfavorable changes in foreign exchange rates of $8.0~~$0.5 million. The sales increase was primarily due to higher volume in the construction/MRO, renewables, and industrial OEM end markets, and the acquisition of ~~Carling which contributed net sales~~Western Automation.

Operating Income

Operating income was $13.2 million, representing an increase of ~~$58.8 million. Net sales~~$1.0 million, or 8.4%, for the third quarter of 2023 compared to $12.2 million for the third quarter of 2022. The increase in operating income was driven by price realization and higher volume, partially offset by higher amortization expense from the ~~commercial vehicle business increased by $60.8~~acquisition of Western Automation. Operating margin was 15.3% for both the third quarter of 2023 and 2022.

Operating income was $45.5 million, representing an increase of $5.5 million, or 13.7%, for the first nine months of 2023 compared to $40.0 million for the first nine months of 2022. The increase in operating income was due to price realization and

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largely due to the Carling acquisition noted previously and continued demand across a number of commercial vehicle end markets. The passenger car products and automotive sensors businesses had sales decreases of $2.4 million and $1.1 million, respectively, mostly due to unfavorable changes in foreign exchange rates, certain automotive customer’s rebalancing their inventory levels of the Company's products given lower car build forecasts and softer demand for some products,higher volume, partially offset by ~~continued content growth in standard and electric vehicles.~~

~~Net sales increased $162.0 million, or 41.9%,~~higher amortization expenses from the acquisition of Western Automation. Operating margins were 17.4% in the first nine months of ~~2022~~2023 compared to the first nine months of 2021 and included unfavorable changes in foreign exchange rates of $17.8 million. The sales increase was primarily due to the acquisition of Carling which contributed net sales of $172.4 million. Net sales in the commercial vehicle business increased by $182.8 million, largely due to the Carling acquisition noted previously and continued demand across a number of commercial vehicle end markets. The passenger car products and automotive sensors businesses had sales decreases of $14.0 million and $6.7 million, respectively, primarily driven by unfavorable changes in foreign exchange rates, certain automotive customer’s rebalancing their inventory levels of the Company's products given lower car build forecasts and softer demand for some products due to supply chain constraints and OEM shut downs caused by market shortages of semiconductor chips as well as a reduction of demand in Europe due to Ukraine/Russia conflict partially offset by greater content growth from vehicle mix and electric vehicles.

~~Industrial Segment~~

Net sales increased by $11.6 million, or 17.1%, in the third quarter of 2022 compared to the third quarter of 2021, which included unfavorable changes in foreign exchange rates of $0.6 million. The increase in net sales was primarily due to higher volume and demand across a number of end markets along with price realization. The higher volume was favorably impacted by increased manufacturing capacity and material availability.

~~Net sales increased by $49.3 million, or 27.2%,~~17.3% in the first nine months of 2022 compared to the first nine months of 2021, which included unfavorable changes in foreign exchange rates of $1.4 million. The increase in net sales was primarily due to higher volume and demand across a number of end markets, price realization, and incremental one month net sales of $9.1 million or 13.3% from the Hartland acquisition.2022.

Geographic Net Sales Information

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


		Third Quarter								First Nine Months									Third Quarter								First Nine Months
(in thousands)	(in thousands)	2022		2021		Change		% Change		2022		2021		Change		% Change		(in thousands)	2023		2022		Change		% Change		2023		2022		Change		% Change
Americas																		Americas	$	236,706	$	264,894	$	(28,188)	(10.6)	%	$	698,456	$	749,715	$	(51,259)	(6.8)	%
Asia-Pacific	Asia-Pacific	$	263,963	$	250,880	$	13,083	5.2	%	$	776,990	$	702,542	$	74,448	10.6	%	Asia-Pacific	235,908		263,963		(28,055)		(10.6)	%	693,611		776,990		(83,379)		(10.7)	%
Americas		264,894		167,314		97,580		58.3	%	749,715		500,555		249,160		49.8	%
Europe	Europe	130,023		121,387		8,636		7.1	%	373,941		323,766		50,175		15.5	%	Europe	134,457		130,023		4,434		3.4	%	436,783		373,941		62,842		16.8	%
Total	Total	$	658,880	$	539,581	$	119,299	22.1	%	$	1,900,646	$	1,526,863	$	373,783	24.5	%	Total	$	607,071	$	658,880	$	(51,809)	(7.9)	%	$	1,828,850	$	1,900,646	$	(71,796)	(3.8)	%

Americas

Net sales decreased $28.2 million, or 10.6%, in the third quarter of 2023 compared to the third quarter of 2022 and included favorable changes in foreign exchange rates of $0.1 million. The decrease in net sales was primarily due to lower volume from the Electronics segment and lower sales from the commercial vehicle business within the Transportation segment, partially offset by higher sales from the passenger car products business within the Transportation segment and growth across various markets in the Industrial segment compared to the third quarter of 2022.

Net sales decreased $51.3 million, or 6.8%, in the first nine months of 2023 compared to the first nine months of 2022 and included unfavorable changes in foreign exchange rates of $0.3 million. The decrease in net sales was primarily due to lower volume from the electronics products business within the Electronics segment and lower sales from the commercial vehicle business within the Transportation segment, partially offset by incremental sales from C&K acquisition within the Electronics segment and higher sales within the Industrial segment compared to the first nine months of 2022.

Asia-Pacific

Net sales ~~increased $13.1~~decreased $28.1 million, or ~~5.2%~~10.6%, in the third quarter of ~~2022~~2023 compared to the third quarter of ~~2021~~2022 and included unfavorable changes in foreign exchange rates of ~~$5.9~~$1.8 million. The ~~increase~~decrease in net sales was primarily due to ~~incremental~~lower net sales from the ~~Carling acquisition included in~~Electronics segment and lower net sales from the commercial vehicle business within the Transportation segment, partially offset by higher net sales from passenger car products business within the Transportation segment ~~incremental sales from~~compared to the ~~acquisition~~third quarter of ~~C&K, and higher volume and price realization from the semiconductor business within the Electronics segment, partially offset by lower net sales from electronics products business.~~2022.

Net sales ~~increased $74.4~~decreased $83.4 million, or ~~10.6%~~10.7%, in the first nine months of ~~2022~~2023 compared to the first nine months of ~~2021,~~2022 and included unfavorable changes in foreign exchange rates of ~~$11.4~~$8.4 million. The ~~increase~~decrease in net sales was primarily due to ~~higher volume and price realization across all businesses~~lower net sales from electronics products business within the Electronics segment and lower net sales from the commercial vehicle and automotive sensors businesses within the Transportation segment, partially offset by incremental sales from the ~~Carling~~ acquisition ~~included in the commercial vehicle products business within the Transportation segment compared to the first nine months~~ of ~~2021.~~

~~Americas~~

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Net sales increased $97.6 million, or 58.3%, in the third quarter of 2022 compared to the third quarter of 2021 and included unfavorable changes in foreign exchange rates of $0.5 million. The increase in net sales was primarily due to incremental sales from the Carling acquisition included in the commercial vehicle products business within the Transportation segment and higher volume and price realization from all businesses within the Electronics including incremental sales from C~~&K acquisition and higher volume and price realization from all businesses within Industrial segments compared to the third quarter of 2021.~~

~~Net sales increased $249.2 million, or 49.8%, in the first nine months of 2022 compared to the first nine months of 2021 and included unfavorable changes in foreign exchange rates of $1.0 million. T~~he increase in net sales was primarily due to incremental sales from the Carling acquisition included in the commercial vehicle products business within the Transportation segment and higher volume and price realization from all businesses within the Electronics and Industrial segments compared to the first nine months of 2021.&K.

Europe

Net sales increased ~~$8.6~~$4.4 million, or ~~7.1%~~3.4%, in the third quarter of ~~2022~~2023 compared to the third quarter of ~~2021~~2022 and included ~~unfavorable~~favorable changes in foreign exchange rates of ~~$15.1~~$9.0 million. The increase in net sales was primarily due to favorable changes in foreign exchange rates, increased volume across all businesses within the Transportation segment, and incremental sales from the Western Automation acquisition included within the Industrial segment, partially offset by lower net sales from the Electronics segment.

Net sales increased $62.8 million, or 16.8%, in the first nine months of 2023 compared to the first nine months of 2022 and included favorable changes in foreign exchange rates of $5.6 million. The increase in net sales was primarily due to the incremental sales from the acquisition of C&K, increased volume from the semiconductor business within the Electronics segment, and the incremental sales from the ~~Carling~~Western Automation acquisition included inwithin the ~~commercial vehicle~~Industrial segment, partially offset by lower net sales from the electronics products business within the ~~Transportation segment compared to the third quarter~~Electronics segment.

Table of ~~2021.~~Contents

~~Net sales increased $50.2 million, or 15.5%, in the first nine months~~Table of ~~2022 compared to the first nine months of 2021 and included unfavorable changes in foreign exchange rates of $34.1 million.~~ The increase in net sales was primarily due to increased volume across all businesses within the Electronics segment including incremental sales from C&K acquisition, and incremental sales from the Carling acquisition included in the commercial vehicle products business within the Transportation segment compared to the first nine months of 2021.Contents

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.

Cash and cash equivalents were ~~$474.0~~$560.1 million as of ~~October 1, 2022,~~September 30, 2023, a decrease of ~~$4.5~~$2.5 million as compared to ~~January 1,~~December 31, 2022. As of ~~October 1, 2022, $115.9~~September 30, 2023, $155.6 million of the Company's ~~$474.0~~$560.1 million cash and cash equivalents was held by U.S. subsidiaries.

Revolving Credit Facility and Term Loan

Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00% to 1.75%, plus a SOFR adjustment of 0.10% or at the bank’s Base Rate, as defined in the Credit Agreement, plus —%0.00% to 0.75%, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10% to 0.175%, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.

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September 30, 2022, through June 30, 2024, and in the amount of $3.8 million commencing September 30, 2024, through March 31, 2027, with the remaining outstanding principal balance payable in full on the Maturity Date. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty. During the three and nine months ended ~~October 1, 2022,~~September 30, 2023, the Company ~~paid~~made payments of $1.9 million ofand $5.6 million on its term ~~loan.~~loan, respectively. The revolving loan and term loan balance under the Credit Facility was $100.0 million and ~~$298.1~~$290.6 million, respectively, as of ~~October 1, 2022.~~September 30, 2023.

As of ~~October 1, 2022,~~September 30, 2023, the effective interest rate on revolving loan and term loan outstanding borrowings was ~~4.134%~~6.67%.

Senior Notes

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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.

Debt Covenants

The Company was in compliance with all covenants under the Credit Agreement and Senior Notes as of ~~October 1, 2022~~September 30, 2023 and currently expects to remain in compliance based on management’s estimates of operating and financial results for ~~2022.~~2023. As of ~~October 1, 2022,~~September 30, 2023, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.

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Acquisitions

On ~~July 19, 2022,~~June 28, 2023, the Company ~~completed the previously announced~~entered into a definitive purchase agreement to acquire a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The acquisition of ~~C&K Switches (“C&K”)~~the Dortmund Fab is expected to close in early fiscal year 2025. The total purchase price for ~~$540~~the fab is approximately 93 million Euro, of which 37.2 million Euro down payment (approximately $40.5 million) recorded in Other long-term assets in the Condensed Consolidated Balance Sheets was paid in the third quarter after regulatory approvals and approximately 56 million Euro will be paid at closing. The transaction is not expected to have a material impact on the Company’s fiscal year 2023 or 2024 financial results and will be reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

On February 3, 2023, the Company acquired Western Automation for approximately $162 million in cash. ~~Founded~~Headquartered in ~~1928, C&K~~Galway, Ireland, Western Automation is a ~~leading~~ designer and manufacturer of ~~high-performance electromechanical switches and interconnect solutions with a strong global presence~~electrical shock protection devices used across a broad range of high-growth end markets, including e-Mobility off-board charging infrastructure, industrial ~~transportation, aerospace,~~safety and ~~datacom.~~renewables. At the time the Company and ~~C&K~~Western Automation entered into the definitive agreement, ~~C&K~~Western Automation had annualized sales of ~~over $200~~approximately $25 million. The business is reported ~~as part of the Electronics-Passive Products and Sensors business~~ within the ~~Company's Electronics~~Company’s Industrial segment. The Co~~mpany~~Company financed the transaction ~~through a combination of~~with cash on ~~hand and debt.~~hand.

Dividends

During the third quarter of ~~2022~~2023 the Company paid quarterly dividends of ~~$41.1~~$16.2 million to the shareholders. On ~~November 1, 2022, the Board of Directors of~~October 31, 2023, the Company ~~declared~~announced the declaration of a quarterly cash dividend of ~~$0.60~~$0.65 per share payable on December ~~8, 2022~~7, 2023 to stockholders of record as of November ~~24, 2022.~~23, 2023.

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Cash Flow Overview


		First Nine Months					First Nine Months
(in thousands)	(in thousands)	2022		2021		(in thousands)	2023		2022
Net cash provided by operating activities	Net cash provided by operating activities	$	313,439	$	240,664	Net cash provided by operating activities	$	313,140	$	313,439
Net cash used in investing activities	Net cash used in investing activities	(609,980)		(165,611)		Net cash used in investing activities	(261,379)		(609,980)
Net cash used in financing activities		321,923		(60,877)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(47,144)		321,923
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(31,963)		(5,832)		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(7,965)		(31,963)
(Decrease) increase in cash, cash equivalents, and restricted cash		(6,581)		8,344
Decrease in cash, cash equivalents, and restricted cash						Decrease in cash, cash equivalents, and restricted cash	(3,348)		(6,581)
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	482,836		687,525		Cash, cash equivalents, and restricted cash at beginning of period	564,939		482,836
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	476,255	$	695,869	Cash, cash equivalents, and restricted cash at end of period	$	561,591	$	476,255

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.

Cash Flow from Investing Activities

Net cash used in investing activities was ~~$610.0~~$261.4 million for the nine months ended September 30, 2023 compared to $610.0 million during the nine months ended October 1, ~~2022 compared to $165.6~~2022. Net cash paid for acquisitions was $198.8 million and $532.8 million during the nine months ended September ~~25, 2021. Net cash paid for acquisitions was $532.8~~30, 2023 and October 1, 2022, respectively. Capital expenditures were $63.2 million, ~~and $110.6~~representing a decrease of $14.6 million ~~for the~~compared to nine months ended October 1, ~~2022 and September 25, 2021, respectively. Capital expenditures were $77.8 million, representing an increase of $20.2 million compared to 2021.~~2022. During the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ the Company received proceeds of $0.7 million from the sale of a property within the Electronics segment and $0.6 million from the sale of a property within the Transportation segment, ~~and $2.6 million from the sale of a property within the Electronics segment,~~ respectively.

Cash Flow from Financing Activities

Net cash used in financing activities was $47.1 million for the nine months ended September 30, 2023 compared to net cash provided by financing activities ~~was~~of $321.9 million for the nine months ended October 1, 2022 compared to net cash used in financing activities $60.9 million for the nine months ended September 25, 2021. On July 18, 2022, the Company issued and funded $100 million in aggregate principal amount of 4.33% U.S. Senior Notes, due 2032.2022. On June 30, 2022, the Company amended its Credit Agreement and borrowed of $300.0 million through a term loan. During the nine months ended September 30, 2023, the Company made payments of $5.6 million on the term loan. During the nine months ended October 1, 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022 and $1.9 million on the term loan. ~~During the nine months ended September 25, 2021, the Company made payments of $30.0 million on the~~

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~~amended revolving credit facility.~~ Additionally, the Company paid dividends ~~$41.1~~of $46.0 million and ~~$36.6~~$41.1 million in the nine months ended September 30, 2023 and October 1, 2022, ~~and September 25, 2021,~~ respectively.

Share Repurchase Program

On April 28, 2021, the Company announced that the Board of Directors authorized a new ~~three year~~three-year program to repurchase up to ~~$300.0~~$300 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 program.

The Company did not repurchase ~~any~~ shares of its common stock for the three and nine months ended September 30, 2023, and October 1, ~~2022, and September 25, 2021.~~

2022.

Off-Balance Sheet Arrangements

As of ~~October 1, 2022,~~September 30, 2023, 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

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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 ~~January 1,~~December 31, 2022. During the nine months ended ~~October 1, 2022,~~September 30, 2023, 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 the Company's Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022. During the nine months ended ~~October 1, 2022,~~September 30, 2023, there have been no material changes in the Company's exposure to market risk.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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 the Company's 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 the Company's disclosure controls and procedures as of ~~October 1, 2022.~~September 30, 2023. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended ~~October 1, 2022,~~September 30, 2023, the Company's disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

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~~Except as noted in the first quarter of 2022, there~~There were no ~~other~~ changes in the Company's 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 ~~October 1, 2022~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company's risk factors from those disclosed in the Company's Annual Report on Form 10-K for its year ended ~~January 1,~~December 31, 2022.

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

Recent Sales of Unregistered Securities

None.

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Purchases of Equity Securities

The Company did not repurchase ~~any~~ shares of its common stock for the three months ended September 30, 2023 and October 1, ~~2022 and September 25, 2021.~~2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

~~None.~~None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2023.

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ITEM 6. EXHIBITS


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

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

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

101	~~101~~	The following financial information from LITTELFUSE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~October 1, 2022~~September 30, 2023 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 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 ~~October 1, 2022,~~September 30, 2023, formatted in Inline XBRL.


*	*	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 ~~October 1, 2022,~~September 30, 2023, 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: November ~~2, 2022~~1, 2023	By:	/s/ Jeffrey G. Gorski
		Jeffrey G. Gorski
	Senior Vice President and Chief Accounting Officer


	As of October 1, 2022
(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Land use rights	$	17,459	$	2,081	$	15,378
Patents, licenses and software	260,478		134,234		126,244
Distribution network	41,250		39,989		1,261
Customer relationships, trademarks, and tradenames	614,571		152,144		462,427

Total	$	933,758	$	328,448	$	605,310