What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-15 compared with 2023-02-16 · 193 added, 205 removed, 171 unchanged (70% of the section changed)

1 unchanged sentence

FORWARD-LOOKING STATEMENTS

Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Readers can identify these forward-looking statements by our use of the words “expects,” “anticipates,” “estimates,” "potential," “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” “should,” and similar words and other statements of a similar sense.

Readers can identify these forward-looking statements by our use of the words “expects,” “anticipates,” “estimates,” "potential," “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” “should,” "opportunity," "goal" and similar words and other statements of a similar sense.

These statements are based on our current estimates and expectations as to prospective events and circumstances, which may or may not be in our control and as to which there can be no firm assurances given.

These forward-looking statements, which include statements regarding business and market trends, future financial performance and financial targets, the expected impact of the fire at our primary contract manufacturer's plant on our assets, business and results of operations and related insurance recoveries, customer demand and order rates and timing of related revenue, managing supply shortages, delivery lead times, future product mix, research and development activities, sales and marketing activities, new product offerings and product development activities, capital expenditures, investments, liquidity, dividends and stock repurchases, strategic and growth plans, and estimated tax benefits and expenses and other tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected.

These forward-looking statements, which include statements regarding business and market growth opportunities and trends, future financial performance and financial targets, customer demand and order rates and timing of related revenue, managing supply shortages, delivery lead times, future product mix, research and development activities, sales and marketing activities (including our Emerging Customer Program), new product offerings and product development activities, customer acceptance of our products, the potential effects of emerging technologies, capital expenditures, cost management activities, investments, liquidity, dividends and stock repurchases, strategic and growth plans, our ability to maintain and grow key relationships, acquisitions, the expected impact of the fire at our primary contract manufacturer's plant on our assets, business and results of operations and related insurance recoveries, and estimated tax benefits and expenses and other tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected.

Such risks and uncertainties include:

(1) the reliance on key suppliers, such as our primary contract manufacturer, to manufacture and deliver products;

(2) the expected impact of the fire at our primary contract manufacturer's plant on our assets, business, and results of operations and related insurance recoveries;

(3) delays in the delivery of our products, the failure to meet delivery schedules, and resulting customer dissatisfaction or loss of sales;

(1) the technological obsolescence of current products and the inability to develop new products;

(2) the impact of competitive pressures;

(3) the inability to attract and retain skilled employees and maintain our unique corporate culture;

(4) the failure to properly manage the distribution of products and services;

(5) economic, political, and other risks associated with international sales and operations, including the impact of trade disputes on the economic climate in China and the wars in Ukraine and Israel;

(6) the challenges in integrating and achieving expected results from acquired businesses;

(7) information security breaches;

(8) the failure to comply with laws or regulations relating to data privacy or data protection;

(9) the inability to protect our proprietary technology and intellectual property;

(10) the failure to manufacture and deliver products in a timely manner;

(11) the inability to obtain, or the delay in obtaining, components for our products at reasonable prices;

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(14) the inability to design and manufacture high-quality products;

(8) the impact, duration, and severity of the COVID-19 pandemic, particularly in China, including the availability and effectiveness of vaccines as well as government lockdowns;

(15) the loss of, or curtailment of purchases by, large customers in the logistics, consumer electronics, or automotive industries;

(10) information security breaches;

(11) the failure to comply with laws or regulations relating to data privacy or data protection;

(12) the inability to protect our proprietary technology and intellectual property;

(13) the inability to attract and retain skilled employees and maintain our unique corporate culture;

(14) the technological obsolescence of current products and the inability to develop new products;

(15) the failure to properly manage the distribution of products and services, including the management of lead times and delivery dates;

(16) the impact of competitive pressures;

(17) the challenges in integrating and achieving expected results from acquired businesses;

(18) potential disruptions in our business systems;

(16) potential impairment charges with respect to our investments or acquired intangible assets;

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(20) business disruptions from natural or man-made disasters, such as fire, or public health issues;

(24) economic, political, and other risks associated with international sales and operations, including the impact of trade disputes on the economic climate in China and the war in Ukraine;

(21) exposure to potential liabilities, increased costs, reputational harm, and other adverse effects associated with expectations relating to environmental, social, and governance considerations;

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We are a leading global provider of machine vision products and solutions that seek to improve efficiency and quality in a wide range of businesses across attractive industrial end markets.

In addition to product revenue derived from the sale of machine vision products, the Company also

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generates revenue by providing maintenance and support, consulting, and training services to its customers;

In addition to product revenue derived from the sale of machine vision products, the Company also generates revenue by providing maintenance and support, consulting, and training services to its customers;

however, service revenue accounted for less than 10% of total revenue for all periods presented.

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Machine vision is used in a variety of industries where technology is widely recognized as an important component of automated production, distribution, and quality assurance.

Virtually every manufacturer or distributor can achieve better quality and efficiency by using machine vision, leading to applications with a broad base of customers across a variety of industries, including automotive, logistics, consumer electronics, medical-related, semiconductor, consumer products, food and beverage, and others.

Revenue for the year ended December 31, 2022 totaled $1,006,090,000, representing a decrease of 3% from 2021.

The decrease was driven by three primary factors:

(i) lower revenue from the logistics industry, our largest market in 2021, as a result of the slowing of large e-commerce customer projects as such customers absorbed excess capacity built up during the pandemic;

(ii) the unfavorable impact of foreign currency exchange rate changes on revenue;

and (iii) the impact of the June 7, 2022 fire at our primary contract manufacturer's plant in Indonesia, which destroyed a large amount of component inventory limiting our ability to fulfill certain orders in the year.

This decrease was partially offset by growth in the broader factory automation market, most notably in the consumer electronics, automotive, and semiconductor industries.

Gross margin as a percentage of revenue was 72% in 2022 compared to 73% in 2021.

The decrease resulted primarily from higher inventory costs, due largely to global supply chain constraints and the expedited replenishment of inventories lost in the fire at our primary contract manufacturer's plant on June 7, 2022.

These circumstances have resulted in broker-buy purchases for components at higher-than-normal costs.

A more favorable revenue mix and the Company's price increases partially offset this decrease in gross margin.

Operating expenses increased by $30,950,000, or 7%, from 2021.

On June 7, 2022, our primary contract manufacturer suffered a fire at its Indonesian plant destroying a large portion of the Company's component inventories.

In 2022, the Company recorded a net loss related to the fire of $20,779,000, consisting primarily of losses from inventories and other assets of $48,339,000, offset by insurance recoveries of $27,560,000.

Excluding the loss from fire of $20,779,000 and restructuring charges of $1,657,000 related to a business acquisition in 2022, operating expenses increased by $8,514,000, or 2%, as higher personnel-related costs and stock-based compensation expense, were largely offset by decreases in incentive compensation due to weaker business performance and the favorable impact of foreign currency exchange rate changes on expenses.

Operating income decreased to 24% of revenue in 2022 compared to 30% of revenue in 2021.

This decrease was driven primarily by the loss from the fire of $20,779,000 and the decrease in revenue of $31,008,000.

Virtually every manufacturer or distributor can achieve better quality and efficiency by using machine vision.

This results in a broad base of potential customers across a variety of industries, including automotive, logistics, consumer electronics, medical-related, semiconductor, consumer products, and food and beverage.

Revenue for the year ended December 31, 2023 totaled $837,547,000, representing a decrease of 17% from the prior year due primarily to lower spending trends across our factory automation business, most notably in the consumer electronics and semiconductor industries, and the continued pause in investments by a few large e-commerce logistics customers.

Gross margin as a percentage of revenue remained consistent with the prior year at 72%, as the deleveraging impact of lower sales volume, less favorable revenue mix, and charges related to the acquisition of Moritex Corporation in the fourth quarter of 2023 were offset by lower inventory costs due to a reduction in premiums paid to brokers for the purchase of components.

Operating expenses were relatively flat with the prior year, as the favorable year-over-year impact of losses from the fire at our contract manufacturer in 2022 compared to recoveries from the fire in 2023, lower incentive compensation, and cost management activities were offset by investments in our “Emerging Customer” sales initiative and costs related to the acquisition of Moritex Corporation in the fourth quarter of 2023.

Operating income decreased to 16% of revenue in 2023 compared to 24% of revenue in 2022 driven by the operating deleveraging resulting from the lower revenue levels.

This lower level of operating income resulted in net income of 14% of revenue in 2023 compared to 21% of revenue in 2022, and net income per diluted share of $0.65 in 2023 compared to $1.23 in 2022.

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Year Ended December 31,

2022 (1) 2021

Revenue 100 % 100 % 100 %

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Selling, general, and administrative expenses 40 31 30

Loss from fire 2 — —

Restructuring charges — — 2

Intangible asset impairment charges — — 3

Loss (recovery) from fire (1) 2 —

Operating income 16 24 30

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RESULTS OF OPERATIONS

As foreign currency exchange rates are a factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to

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understand our operating results and evaluate our performance in comparison to prior periods.

We also use results on a constant-currency basis as one measure to evaluate our performance.

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Changes in foreign exchange rates resulted in a lower level of reported revenue in 2023 as compared to 2022.

Excluding the impact of foreign currency exchange rate changes, revenue decreased

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by 16% compared to 2022.

On October 18, 2023, Cognex acquired Moritex Corporation, a global provider of premium optical components based in Japan.

During the integration period, Cognex is consolidating Moritex results one month in arrears, and therefore, revenue for the fourth quarter of 2023 included six weeks of Moritex revenue totaling approximately $7,000,000.

The majority of this revenue was from customers based in Asia in similar industries as Cognex’s historical revenue.

The decrease in revenue was due primarily to lower spending trends across our factory automation business, most notably in the consumer electronics and semiconductor industries, and the continued pause in investments by a few large e-commerce logistics customers.

Revenue from the automotive industry, our largest market in both 2023 and 2022, decreased approximately 6% from the prior year.

Although automotive revenue related to investment in electric vehicle battery applications grew year-over-year, this increase was more than offset by lower automotive revenue outside of electric vehicle battery applications.

Revenue from the logistics industry decreased approximately 21% from the prior year.

Excluding the decreases in revenue from a few large e-commerce customers, revenue from the remainder of the logistics industry grew, as the broader base of logistics customers continued to invest in automation.

Revenue from the consumer electronics industry decreased approximately 31% from the prior year, with a large portion of the decrease coming from lower large-customer demand.

The following table sets forth our disaggregated revenue information by geographic area based on the customers' country of domicile (in thousands) for the years ended December 31, 2023 and 2022.

Twelve-months Ended

December 31, 2023 December 31, 2022 $ Change % Change

Americas $ 330,415 $ 390,573 $ (60,158) (15) %

Percentage of total revenue 39 % 39 %

Europe $ 220,665 $ 234,643 $ (13,978) (6) %

Percentage of total revenue 26 % 23 %

Greater China $ 164,115 $ 227,447 $ (63,332) (28) %

Percentage of total revenue 20 % 23 %

Other Asia $ 122,352 $ 153,427 $ (31,075) (20) %

Percentage of total revenue 15 % 15 %

Total revenue $ 837,547 $ 1,006,090 $ (168,543) (17) %

Changes in revenue from a geographic perspective were as follows:

• Revenue from customers based in the Americas decreased by 15% from the prior year driven by lower revenue in the logistics industry due to the continued pause in investments by a few large e-commerce customers.

Revenue from industries outside of logistics also declined from the prior year, most notably in medical-related industries that had benefited from COVID-related applications in prior years.

• Revenue from customers based in Europe decreased by 6% from the prior year.

Changes in foreign currency exchange rates resulted in a higher level of reported revenue in 2023, as the U.S.

Dollar weakened versus the Euro and sales denominated in Euros were translated into U.S.

Dollars at a higher rate.

Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Europe decreased by 8% from the prior year.

The decrease came from customers in a variety of industries, most notably the logistics and consumer electronics industries.

• Revenue from customers based in Greater China decreased by 28% from the prior year.

Changes in foreign currency exchange rates resulted in a lower level of reported revenue in 2023, due to the impact of sales denominated in Chinese Renminbi.

Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Greater China decreased by 23% from the prior year.

The decrease was driven by lower revenue in the consumer electronics industry, particularly due to lower large-customer demand.

Challenging business conditions in China also resulted in broad-based declines in revenue from customers in a variety of industries, most notably the automotive and semiconductor industries.

• Revenue from other countries in Asia decreased by 20% from the prior year.

Changes in foreign currency exchange rates resulted in a lower level of reported revenue in 2023, primarily from sales denominated in Japanese Yen and Korean Won.

Excluding the impact of foreign currency exchange rate changes, revenue from other countries in Asia decreased by 17% from the prior year.

The decrease was driven by lower

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revenue in the semiconductor and consumer electronics industries, and, to a lesser extent, the automotive industry.

Revenue from Moritex customers based in Japan in the fourth quarter of 2023 was not material to the overall trend in the other countries in Asia region that includes Japan.

The following table sets forth our gross margin (in thousands) for the years ended December 31, 2023 and 2022.

Twelve-months Ended

December 31, 2023 December 31, 2022 $ Change % Change

Gross margin $ 601,241 $ 721,905 $ (120,664) (17) %

Percentage of total revenue 72 % 72 %

Gross margin as a percentage of revenue remained consistent at 72% in both 2023 and 2022.

The deleveraging impact of lower sales volume, as well as less favorable revenue mix and charges related to the acquisition of Moritex Corporation in the fourth quarter of 2023, had an unfavorable impact on the gross margin percentage as compared to the prior year.

In accordance with the accounting principles applied in business combinations, the Company recorded Moritex inventories at fair market value, resulting in a $4,000,000 increase to acquired inventories above cost.

Of this $4,000,000 increase to inventories, approximately $2,800,000 was recorded as cost of revenue in the fourth quarter as the majority of the acquired inventories were sold, with the remaining $1,200,000 expected to be recorded as cost of revenue in the first quarter of 2024.

Moritex charges for the fourth quarter of 2023 also included approximately $600,000 of amortization related to acquired technologies.

These decreases were offset by lower inventory costs driven by a reduction in premiums paid to brokers for the purchase of components in response to global supply chain constraints and the expedited replenishment of inventories lost in the fire at our primary contract manufacturer in the second quarter of 2022.

Operating Expenses

The following table sets forth our operating expenses (in thousands) for the years ended December 31, 2023 and 2022.

Twelve-months Ended

December 31, 2023 December 31, 2022 $ Change % Change

Research, development, and engineering expenses $ 139,400 $ 141,133 $ (1,733) (1) %

Percentage of total revenue 17 % 14 %

Selling, general, and administrative expenses $ 339,139 $ 312,107 $ 27,032 9 %

Percentage of total revenue 40 % 31 %

Restructuring charges $ — $ 1,657 $ (1,657) (100) %

Percentage of total revenue — % — %

Loss (recovery) from fire $ (8,000) $ 20,779 $ (28,779) (139) %

Percentage of total revenue (1) % 2 %

Total operating expenses $ 470,539 $ 475,676 $ (5,137) (1) %

Percentage of total revenue 56 % 47 %

Research, Development, and Engineering Expenses

Research, development, and engineering (RD&E) expenses in 2023 decreased by $1,733,000, or 1%, from the prior year.

The decrease in RD&E expenses was due primarily to lower incentive compensation expenses resulting from weaker business performance, as well as cost management activities that included the realignment of headcount to the lower business levels.

These decreases were partially offset by the additional costs associated with a new team of optical engineers that joined Cognex with the acquisition of Moritex Corporation on October 18, 2023.

RD&E expenses as a percentage of revenue was 17% in 2023 compared to 14% in 2022.

We believe that a continued commitment to RD&E activities is essential to maintain or achieve product leadership with our existing products and to provide innovative new product offerings, as well as to provide engineering support for large

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In addition, we consider our ability to accelerate the time to market for new products to be critical to our revenue growth and competitive position.

This annual percentage is impacted by revenue levels and investing cycles.

Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expenses in 2023 increased by $27,032,000, or 9%, from the prior year.

The increase in SG&A expenses was due primarily to increased costs related to our “Emerging Customer” sales initiative, including additional headcount, travel expenses, sales demonstration equipment, and marketing costs.

We launched this initiative in 2023 to broaden the reach of our sales force to customers who are relatively new to factory automation and have not fully realized the advantages of machine vision.

Costs related to the acquisition of Moritex Corporation on October 18, 2023 also contributed to the higher SG&A expenses.

These costs included additional sales and support personnel, sales demonstration equipment distributed to the Cognex sales force, transaction costs totaling approximately $5,800,000, and approximately $800,000 of amortization related to acquired customer relationships and trademarks.

These increases were partially offset by lower incentive compensation expenses, which included sales commissions and incentive bonuses, resulting from weaker business performance.

Cost management also helped to offset the increases, including the realignment of headcount to support the Emerging Customer sales initiative.

Loss (Recovery) from Fire

On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia.

The fire destroyed a significant amount of Cognex-owned consigned inventories, as well as component inventories owned by the contract manufacturer that were designated for Cognex products.

There was no significant damage to the Company's production equipment.

Since the date of the fire, the Company has worked with the contract manufacturer to resume production, maintain standards of product quality, and replenish inventories destroyed by the fire.

Since 2022, the Company has also been scaling up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity.

In 2022, the Company recorded a net loss related to the fire of $20,779,000, consisting primarily of losses of inventories and other assets of $48,339,000, partially offset by insurance proceeds received from the Company's insurance carrier of $27,560,000.

In 2023, the Company recorded recoveries related to the fire of $8,000,000, consisting of $2,500,000 for proceeds received from the Company's insurance carrier in relation to a business interruption claim and $5,500,000 for proceeds received as part of a financial settlement for lost inventory and other losses incurred as a result of the fire.

Management does not anticipate additional recoveries.

Restructuring Charges

On December 7, 2022, the Company acquired SAC Sirius Advanced Cybernetics GmbH ("SAC"), a leader in computational lighting technology based in Germany.

In December 2022, following its acquisition of SAC, the Company performed restructuring activities to align the cost and operating structure of the acquired business with the Company's business strategy.

The restructuring activities resulted in charges of $1,657,000 in 2022.

No additional charges are expected to be incurred in future periods in relation to this restructuring plan.

Non-operating Income (Expense)

The following table sets forth our non-operating income (expense) (in thousands) for the years ended December 31, 2023 and 2022.

Twelve-months Ended

December 31, 2023 December 31, 2022 $ Change % Change

Foreign currency gain (loss) $ (10,039) $ (1,837) $ (8,202) 446 %

Investment income $ 14,093 $ 6,715 $ 7,378 110 %

Other income (expense) $ 592 $ (412) $ 1,004 (244) %

Total non-operating income (expense) $ 4,646 $ 4,466 $ 180 4 %

The Company recorded foreign currency losses of $10,039,000 in 2023 and $1,837,000 in 2022.

In the third quarter of 2023, the Company recorded a foreign currency loss of $8,456,000 on the settlement of a foreign currency forward contract entered into to hedge the Japanese Yen purchase price of the acquisition of Moritex Corporation.

Remaining foreign currency gains and losses in each year resulted primarily from the revaluation and settlement of assets and liabilities that are denominated in currencies other than the functional currency of the Company, which is the U.S.

Dollar, or its subsidiaries.

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Investment income increased by $7,378,000, or 110%, from the prior year.

The increase was due primarily to higher yields on the Company's portfolio of debt securities, partially offset by lower average investment balances and changes in realized gains and losses.

During the fourth quarter of 2023, net cash payments related to the acquisition of Moritex Corporation reduced cash available to invest by approximately $257 million, which resulted in lower investment income for the fourth quarter of 2023.

The Company recorded other income of $592,000 in 2023 and other expense of $412,000 in 2022.

Income Tax Expense

The following table sets forth income tax information (in thousands) for the twelve-month periods ended December 31, 2023 and December 31, 2022.

Twelve-months Ended

December 31, 2023 December 31, 2022 $ Change % Change

Income before income tax expense $ 135,348 $ 250,695 $ (115,347) (46) %

Income tax expense $ 22,114 $ 35,170 $ (13,056) (37) %

Effective income tax rate 16 % 14 %

The Company’s effective tax rate was 16% in 2023 and 14% in 2022.

The increase in the effective tax rate from 14% to 16% primarily resulted from the impact of discrete tax items, most notably an increase in tax reserves and an increase in tax expense due to a tax rate revaluation on state tax assets.

These impacts were partially offset by discrete tax benefits related to the release of a valuation allowance.

Excluding the impact of all discrete tax items, the Company's effective tax rate was 15% in 2023 and 16% in 2022 due to an increase in tax credits available in the year, partially offset by an increase in disallowed executive compensation.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Revenue for the year ended December 31, 2022 was $1,006,090,000 compared to $1,037,098,000 for the prior year, representing a decrease of 3%.

Changes in foreign exchange rates resulted in a lower level of reported revenue in 2022 as compared to 2021.

Excluding the impact of foreign currency exchange rate changes, revenue increased by 1% compared to 2021.

The fire on June 7, 2022 at our primary contract manufacturer’s plant in Indonesia, which destroyed a large amount of component inventory, limited our ability to fulfill certain orders in the year, which resulted in lower revenue.

Revenue from the logistics industry, our largest market in 2021, decreased by approximately 25% as a result of the slowing of large e-commerce customer projects as such customers absorbed excess capacity built up during the pandemic.

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The increase came from customers in a variety of industries, most notably the automotive and consumer electronics industries, partially offset by a decrease in revenue from customers in the logistics industry.

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• Revenue from customers based in Greater China increased by 14% from the prior year.

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These increases were partially offset by a decrease in revenue from the consumer electronic industry.

As of the date of this report, we expect revenue for the first quarter of 2023 to be lower than the revenue reported for the fourth quarter of 2022 of $239,433,000, primarily due to lower revenue from a few large e-commerce customers and broader macroeconomic softness.

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Gross margin as a percentage of revenue decreased to 72% in 2022 compared to 73% in 2021.

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Further, the Company has increased prices, which has offset the impact of component cost inflation (not including broker-buy purchases) on our gross margin.

As of the date of this report, we expect gross margin as a percentage of revenue for the first quarter of 2023 to be in the low-70% range, primarily as a result of the significant premiums the Company has paid to replenish inventories lost in the fire at our primary contract manufacturer's plant on June 7, 2022.

Operating Expenses

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RD&E expenses as a percentage of revenue was 14% in 2022 compared to 13% in 2021.

We believe that a continued commitment to RD&E activities is essential in order to maintain or achieve product leadership with our existing products and to provide innovative new product offerings, as well as to provide engineering support for large customers.

In addition, we consider our ability to accelerate the time to market for new products to be critical to our revenue growth and competitive position.

This annual percentage is impacted by revenue levels and investing cycles.

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Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expenses increased in 2022 by $2,753,000, or 1%, from the prior year as detailed in the table below (in thousands).

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SG&A expenses in 2021 $ 309,354

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Since the date of the fire, the Company has worked with the contract manufacturer to assess the damage, resume production, maintain standards of product quality, and replenish inventories destroyed by the fire.

The Company has also been working to ramp up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity.

The Company has also been scaling up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity.

As a result of the fire, the Company recorded $48,339,000 in gross losses in 2022, related to $37,663,000 of Cognex-owned inventories, $8,709,000 of primarily prepayments related to Cognex-designated components that were owned by the contract manufacturer and other assets, and $1,967,000 related to deleveraging of costs related to our distribution centers.

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Gross losses net of insurance recovery of $20,779,000 are presented in the caption “Loss from fire” on the Consolidated Statements of Operations.

As of December 31, 2022 and through the date of financial statement issuance, management cannot yet estimate additional recoveries that could be available from the contract manufacturer.

Any future, additional recoveries in excess of recognized losses will be treated as gain contingencies and will be recognized when the gain is realized or realizable.

There can be no assurance, however, that additional insurance coverage and/or recoveries from the contract manufacturer will be available to cover the net loss from the fire.

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Restructuring Charges

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The restructuring activities resulted in charges of $1,657,000 in 2022.

As of December 31, 2022, the majority of these restructuring actions were completed and no additional charges are expected to be incurred in future periods in relation to this restructuring plan.

Non-operating Income (Expense)

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Foreign currency gains and losses result primarily from the revaluation and settlement of assets and liabilities that are denominated in currencies other than the functional currencies of our subsidiaries or the reporting currency of our company, which is the U.S.

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Investment income increased by $55,000, or 1%, from the prior year.

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Excluding the impact of all discrete tax items, the Company’s effective tax rate was 16% of pre-tax income for both 2022 and 2021.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Revenue for the year ended December 31, 2021 was $1,037,098,000 compared to $811,020,000 for the prior year, representing an increase of 28%.

Revenue from customers in the logistics industry increased by approximately 65% from the prior year, with the most significant portion of this growth coming from e-commerce and omni-channel retailers.

Higher sales from traditional brick-and-mortar retailers also contributed to growth in the logistics industry.

Growth in the automotive, semiconductor, medical-related, and consumer products industries also contributed to the increase in total revenue.

After declining for two consecutive years, revenue from customers in the automotive industry grew faster than the company average in 2021, due in part to electric vehicle investments.

These increases were partially offset by a decrease in revenue from customers in the consumer electronics industry due to lower investment in smartphone manufacturing and other devices that we believe benefited from remote work conditions in 2020.

From a geographic perspective, revenue from customers based in the Americas increased by 40% from the prior year driven primarily by higher revenue in the logistics industry.

Revenue from customers in medical-related industries was also notably higher than the prior year.

Revenue from customers based in Europe increased by 19% from the prior year.

Changes in foreign currency exchange rates resulted in a higher level of reported revenue in 2021, as sales denominated in Euros were translated into U.S.

Dollars at a higher rate.

Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Europe increased by 15% from the prior year.

The increase came from customers in a variety of industries, most notably logistics, automotive, and consumer products, partially offset by lower revenue in the consumer electronics industry.

The decline in revenue from consumer electronics was partially a result of procurement changes made by certain customers, shifting their purchases to China from Europe.

Revenue from customers based in Greater China increased by 19% from the prior year.

Changes in foreign currency exchange rates resulted in a higher level of reported revenue in 2021, as sales denominated in Chinese

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Renminbi were translated into U.S.

Dollars at a higher rate.

Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Greater China increased by 12% from the prior year.

The increase was driven primarily by higher revenue in the automotive and semiconductor industries, partially offset by lower revenue in the consumer electronics industry.

Revenue from other countries in Asia increased by 24% from the prior year due primarily to higher revenue in the automotive, semiconductor, and consumer electronics industries.

Gross margin as a percentage of revenue decreased to 73% in 2021 compared to 75% in 2020.

The decrease in gross margin percentage was primarily due to higher prices paid to purchase inventories in 2021, including higher costs for components and freight, due largely to global supply chain constraints.

The decrease was also due to a greater percentage of total revenue coming from the logistics industry, which has relatively lower gross margins and included some comparatively lower margins from strategic logistics projects in 2021.

The unfavorable impact of higher inventory purchase prices and a higher percentage of logistics revenue was partially offset by manufacturing efficiencies related to the higher revenue level and lower provisions for excess and obsolete inventories as compared to the prior year.

The higher provisions for excess and obsolete inventories in 2020 took into account the global economic conditions resulting from the COVID-19 pandemic.

Operating Expenses

Research, Development, and Engineering Expenses

Research, development, and engineering (RD&E) expenses in 2021 increased by $4,390,000, or 3%, from the prior year as detailed in the table below (in thousands).

RD&E expenses in 2020 $ 130,982

Foreign currency exchange rate changes 2,919

Outsourced engineering services 1,464

Personnel-related costs (517)

RD&E expenses in 2021 $ 135,372

RD&E expenses increased due to foreign currency exchange rate changes, as costs denominated in foreign currencies were translated into U.S.

Dollars at a higher rate.

Higher spending on outsourced engineering services due to the timing of product development activities, including engineering prototypes for large sales opportunities, also contributed to the increase.

These increases were partially offset by lower personnel-related costs due to a workforce reduction in the second quarter of 2020.

Higher costs from annual salary increases and fringe benefits provided to employees, as well as headcount additions to support new product initiatives, partially offset the lower costs from the workforce reduction.

RD&E expenses as a percentage of revenue was 13% in 2021 compared to 16% in 2020.

In addition, we consider our ability to accelerate the time to market for new products to be critical to our revenue growth.

This annual percentage is impacted by revenue levels and investing cycles.

Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expenses increased in 2021 by $41,761,000, or 16%, from the prior year as detailed in the table below (in thousands).

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SG&A expenses in 2020 $ 267,593

Incentive compensation 15,709

Personnel-related costs 6,734

Foreign currency exchange rate changes 6,420

Business system investments 2,798

Marketing programs 2,599

Travel expenses 2,057

SG&A expenses in 2021 $ 309,354

SG&A expenses increased due to higher expenses related to annual incentive compensation plans, which include sales commissions and incentive bonuses.

Relevant performance goals for these plans, as well as any changes to employee eligibility, are set at the beginning of each year, with the ability to earn upside if the goals are exceeded.

Sales commissions were higher than the prior year primarily due to the higher business levels, which resulted in a greater portion of our sales team exceeding the performance goals set in their commission plans in 2021 versus 2020.

Likewise, the performance goal set for 2021 incentive bonuses was exceeded based on the Company's operating income margin, with the same being true in 2020.

However, incentive bonus accruals in 2021 were higher than the prior year primarily due to the impact of changes to employee eligibility, of which the most significant related to members of the Company's senior leadership team who were not eligible for 2020 incentive bonuses as part of the Company's restructuring plan.

Personnel-related costs increased due to higher costs from annual salary increases and fringe benefits provided to employees, as well as sales headcount additions in strategic growth areas of the business, partially offset by the impact of the workforce reduction that took place in the second quarter of 2020.

Changes in foreign currency exchange rates also resulted in a higher level of expenses, as costs denominated in foreign currencies were translated into U.S.

Dollars at a higher rate.

Expenses were also higher due to investments the Company is making in business systems related to its sales process, including systems to help our sales team more efficiently manage customer relationships and sales opportunities.

A portion of these costs was expensed as incurred, while the majority of these investments were accounted for as a capital asset that was placed into service in the first quarter of 2022.

The Company also increased spending on marketing programs in an effort to generate future sales opportunities, particularly related to new product introductions, and incurred higher travel expenses as restrictions related to COVID-19 eased in certain regions.

Restructuring and Intangible Asset Impairment Charges

On May 26, 2020, the Company's Board of Directors approved a restructuring plan intended to reduce the Company's operating costs, optimize its business model, and address the impact of the COVID-19 pandemic.

The Company recorded restructuring charges of $15,924,000 in 2020, as a result of actions related to the restructuring plan, which included a global workforce reduction of approximately 8% and office closures.

In addition, the adverse impact of the COVID-19 pandemic triggered a review of long-lived assets for potential impairment in the second quarter of 2020.

This review resulted in intangible asset impairment charges totaling $19,571,000 recorded in the second quarter of 2020.

Non-operating Income (Expense)

The Company recorded foreign currency losses of $2,270,000 in 2021 and foreign currency gains of $3,697,000 in 2020.

Investment income decreased by $6,334,000, or 49%, from the prior year.

The decrease was due primarily to lower yields on the Company's portfolio of debt securities, partially offset by higher invested balances.

The Company recorded other expense of $591,000 in 2021 and $309,000 in 2020.

Other income (expense) includes fair value adjustments of contingent consideration liabilities arising from business acquisitions.

Income Tax Expense

The Company’s effective tax rate was 12% of pre-tax income in 2021, compared to 6% in 2020.

The increase in effective tax rate in 2021 primarily resulted from the impact of discrete tax items, including a decrease in tax benefits related to stock-based compensation and return-to-provision adjustments.

These impacts were partially offset by a decrease in tax expenses for certain international tax reserves.

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Excluding the impact of all discrete tax items, the Company’s effective tax rate was an expense of 16% of pre-tax income in 2021 and 17% of pre-tax income in 2020.

The decrease in the effective tax rate excluding discrete tax items was due to the impact of higher estimated tax credits in 2021, partially offset by more of the Company's profits being earned and taxed in higher tax jurisdictions.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically been able to generate positive cash flow from operations, which has funded its operating activities and other cash requirements and resulted in an accumulated cash and investment balance of $576,277,000 as of December 31, 2023.

The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments that maintain liquidity.

The Company’s cash requirements in 2022 were primarily met with positive cash flows from operations, the sale and maturity of investments, and the proceeds from stock option exercises.

Cash requirements consisted of operating activities, the repurchase of common stock, the payment of dividends, capital expenditures, purchases of investments, and payments related to our acquisition of SAC on December 7, 2022.

Cash flows from operating activities included the purchase of inventories intended to support higher business levels, secure key strategic components to meet customer demand, carry higher stocking levels to mitigate the Company's exposure to demand changes or supply disruptions, and replenish inventories destroyed by the fire on June 7, 2022 at the Company's primary contract manufacturer.

Cash outlays in the first quarter of 2023 are planned to include incentive compensation payments that were earned and accrued in 2022.

Capital expenditures in 2022 totaled $19,677,000 and consisted primarily of computer hardware and software, manufacturing test equipment related to new product introductions, and improvements made to primarily the Company's distribution center in Southborough, Massachusetts.

In 2021, the Company made investments in business systems related to its sales process, the majority of which were accounted for as a capital asset that was placed into service in the first quarter of 2022.

Although the Company continues to make investments in its business systems related to its sales process, these investments are not expected to be material over the short or long term.

The Company's material cash requirements include contractual obligations related to inventory purchase commitments and leases.

As of December 31, 2022, the Company had inventory purchase commitments of $50,942,000, with the majority payable within 12 months, and lease payment obligations of $44,336,000, with $9,473,000 payable within 12 months.

In addition to the obligations described above, the following items may also result in future material uses of cash:

Stock Repurchases

The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments to maintain liquidity and safety of the investment portfolio.

Operating Activities

Net cash provided by operating activities totaled $112,916,000 in 2023.

Significant uses of cash consisted of aggregate payments of $24,040,000 related to the 2019 acquisition of Sualab Co, Ltd.

that were contingent upon the continued employment of key talent, payments made to build up inventory levels, and incentive compensation payments made in the first quarter of 2023 that were earned and accrued in 2022.

Investing Activities

Net cash provided by investing activities totaled $32,273,000 in 2023.

Investing activities included the acquisition of Moritex Corporation in the fourth quarter of 2023 that resulted in a payment, net of cash acquired, of $257,056,000 that was largely funded from the maturities and sales of investments.

Investing activities also included capital expenditures, which totaled $23,077,000 in 2023 and consisted primarily of continued investments in business systems related to the Company's sales process, manufacturing test equipment related to new product introductions, and leasehold improvements.

Financing Activities

Net cash used in financing activities totaled $125,605,000 in 2023.

In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock.

Under this October 2018 program, in addition to repurchases made in prior years, the Company repurchased 1,215,000 shares at a cost of $51,036,000 in 2020, and 957,000 shares at a cost of $78,652,000 in 2021, which completed purchases under the October 2018 program.

On March 12, 2020, the Company's Board of Directors authorized the repurchase of an additional $200,000,000 of the Company's common stock.

Under this October 2018 program, in addition to repurchases made in prior years, the Company repurchased 957,000 shares at a cost of $78,652,000 in 2021, which completed purchases under the October 2018 program.

In March 2020, the Company's Board of Directors authorized the repurchase of an additional $200,000,000 of the Company's common stock.

Under this March 2020 program, the Company repurchased 1,060,000 shares, including 5,000 shares that were repurchased in 2021 and settled in 2022, at a cost of $83,000,000 in 2021, and 1,677,000 shares at a cost of $117,000,000 in 2022, which completed purchases under the March 2020 program.

On March 3, 2022, the Company's Board of Directors authorized the repurchase of an additional $500,000,000 of the Company's common stock.

Under this March 2022 program, the Company repurchased 1,682,000 shares at a total cost of $87,314,000 in 2022, leaving a remaining balance of $412,686,000.

In March 2022, the Company's Board of Directors authorized the repurchase of an additional $500,000,000 of the Company's common stock.

Under this March 2022 program, the Company repurchased 1,682,000 shares at a cost of $87,314,000 in 2022 and 1,723,000 shares at a cost of $79,794,000 in 2023, including $446,000 of buyback Excise Tax in accordance with the Inflation Reduction Act of 2022, leaving a remaining balance of $332,892,000.

The Company may repurchase shares under this program in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock awards, stock price, share availability, and cash requirements.

The Company is authorized to make repurchases of its common stock through open market purchases, pursuant to Rule 10b5-1 trading plans, or in privately negotiated transactions.

The Company’s Board of Directors declared and paid cash dividends of $0.060 per share in the first, second, and third quarters of 2021, $0.065 per share in the fourth quarter of 2021 and in the first, second, and third quarters of 2022, and $0.070 per share in the fourth quarter of 2022 and in the first, second, and third quarters of 2023.

The dividend was increased to $0.075 per share in the fourth quarter of 2023.

Also, in the fourth quarter of 2020, an additional special cash dividend of $2.00 per share was declared and paid.

Total dividends paid were $45,921,000 in 2022, $43,263,000 in 2021, and $390,508,000 in 2020, which included $351,428,000 paid for the special cash dividend.

Future dividends will be declared at the discretion of the Company's Board of Directors and will depend on

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such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.

Business Acquisitions

The total consideration for the 2019 acquisition of Sualab Co., Ltd.

included deferred payments of $24,040,000 that may become payable in October 2023, contingent upon the continued employment of key talent.

Total dividends paid were $49,079,000 in 2023, $45,921,000 in 2022, and $43,263,000 in 2021.

Future dividends will be declared at the discretion of the Company's Board of Directors and will depend on such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.

Future Cash Requirements

The Company's material cash requirements include contractual obligations related to inventory purchase commitments and leases.

As of December 31, 2023, the Company had inventory purchase commitments of $61,459,000, with the majority payable within twelve months, and lease payment obligations of $105,697,000, with $13,612,000 payable within twelve months.

Other significant and/or expected cash outlays for 2024 include:

• We expect to continue to make significant cash outlays related to our Emerging Customer sales initiative as we continue to grow our sales force in order to reach customers who are new to machine vision or Cognex.

• The Tax Cuts and Jobs Act of 2017 subjected unrepatriated foreign earnings to a one-time transition tax.

During 2022, the Company paid $6,319,000 related to this one-time transition tax.

As of December 31, 2022, the Company had a remaining balance payable of $44,010,000 and expects to continue making payments through 2024.

The Company believes that its existing cash and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities for the next twelve months.

As of December 31, 2023, the Company had a remaining balance payable of $33,006,000 through 2025.

We believe that the Company's existing cash and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities for the next twelve months.

In addition, the Company has no long-term debt.

We believe that our strong cash position has put us in a relatively good position with respect to anticipated longer-term liquidity needs.

The Inflation Reduction Act ("IRA") was enacted into law on August 16, 2022.

Included in the IRA was a provision to implement a 15% corporate alternative minimum tax on “adjusted financial statement income” for applicable corporations and a 1% excise tax on repurchases of stock.

These provisions are effective for tax years beginning after December 31, 2022.

We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have a material impact on our reported results, cash flows, approach to stock repurchases, or financial position.

CRITICAL ACCOUNTING ESTIMATES

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers.” The core principle of ASC 606 is to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Management uses significant judgment when determining the amount of revenue to be recognized each period for application-specific customer solutions.

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The Company’s application-specific customer solutions are comprised of a combination of products and services which are accounted for as one performance obligation to deliver a total solution to the customer.

On-site support services that are provided to the customer after the solution is deployed are accounted for as a separate performance obligation.

These solutions are provided to customers in a variety of industries, including the consumer electronics and logistics industries.

Revenue for application-specific customer solutions is recognized at the point in time when the solution is validated, which is the point in time when the Company can objectively determine that the agreed-upon specifications in the contract have been met and the customer should reasonably accept the performance obligations in the arrangement.

Although the customer may have taken legal title and physical possession of the goods when they arrived at the customer’s designated site, the significant risks and rewards of ownership transfer to the customer only upon validation.

Revenue for on-site support services related to these solutions is recognized over the time the service is provided.

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In certain instances, an arrangement may include customer-specified acceptance provisions or performance guarantees that allow the customer to accept or reject delivered products that do not meet the customer’s requirements.

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If acceptance provisions are presumed to be substantive, then revenue is deferred until customer acceptance.

As of December 31, 2022, the Company’s investment portfolio of debt securities totaled $672,876,000.

These debt securities are reported at fair value, with unrealized gains and losses, net of tax, included in shareholders’ equity as other comprehensive income (loss) since these securities are designated as available-for-sale securities.

As of December 31, 2022, the Company’s portfolio of debt securities had a net unrealized loss of $26,817,000.

Included in this net loss, were gross unrealized losses totaling $27,560,000, of which $12,718,000 were in a loss position for less than twelve months and $14,842,000 were in a loss position for greater than twelve months.

Management currently intends to hold these securities to full value recovery at maturity.

Management monitors its debt securities that are in an unrealized loss position to determine whether a loss exists related to the credit quality of the issuer.

When developing an estimate of expected credit losses, management considers all relevant information including historical experience, current conditions, and reasonable forecasts of expected future cash flows.

Credit losses on debt securities were not material in 2022, 2021, or 2020.

Stock-Based Compensation

The Company recognizes compensation expense for grants of stock options and restricted stock units ("RSUs"), including performance restricted stock units ("PRSUs").

Management is responsible for determining the appropriate valuation model and estimating the fair value of stock-based awards, and in doing so, considers a number of factors, including information provided by an outside valuation advisor and the observable market price of the Company's common stock on the grant date.

The fair value of RSUs is determined based on the observable market price of the Company's common stock on the grant date less the present value of expected future dividends.

The fair value of PRSUs where the performance goal includes service and market conditions is calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant.

The use of valuation models requires us to make estimates of key assumptions such as expected volatility, expected term, risk-free interest rate, expected dividend yield, forfeiture rate and others.

The estimate of these key assumptions is based on historical information and judgment regarding market factors and trends.

As a result, if factors change and different assumptions are used, future stock-based compensation expense could be significantly different from what the Company recorded in the current period.

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Significant judgment is required in determining worldwide income tax expense based on tax laws in the various jurisdictions in which the Company operates.

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All tax positions are analyzed periodically and adjustments are made as events occur that warrant modification, such as the completion of audits or the expiration of statutes of limitations, which may result in future charges or credits to income tax expense.

We classify interest and penalties related to uncertain tax positions in "Income tax expense" on the Consolidated Statements of Operations.

As part of the process of preparing consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which the Company operates.

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We assess the likelihood of the realization of deferred tax assets and record a corresponding valuation allowance as necessary if we determine those deferred tax assets may not be realized due to the uncertainty of the timing and amount to be realized of certain federal, state, and international tax credit carryovers.

The Tax Cuts and Jobs Act of 2017 imposed a minimum tax on foreign earnings related to intangible assets, known as the Global Intangible Low-Taxed Income (GILTI) tax.

In 2019, the Company elected to account for the impact of the GILTI minimum tax in deferred taxes, a change from the Company’s initial election made in 2018 whereby the GILTI minimum tax was included in income tax expense as incurred on an annual basis.

Management has

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determined that this change is considered preferable, based on the conclusion that it appropriately matches the Company’s current and deferred income tax implications related to the change in tax structure noted below.

In 2019, the Company made changes to its international tax structure as a result of tax reform legislation enacted by the European Union that resulted in an intercompany sale of intellectual property based on the fair value of this intellectual property.

Also in 2019, in connection with the acquisition of Sualab Co.

Ltd., the Company migrated acquired intellectual property to certain subsidiaries to align with its corporate tax structure.

Significant judgment was required to estimate the fair value of the migrated intellectual property, including management estimates related to forecasted future cash flows and discount rates.

The Company has made an election to account for the impact of the Global Intangible Low-Taxed Income (GILTI) minimum tax in deferred taxes.

Management has determined that this change is considered preferable, based on the conclusion that it appropriately matches the Company’s current and deferred income tax implications to its tax structure.

Business Combinations

Allocating the purchase price for a business combination requires the Company to identify and estimate the fair values of various assets acquired and liabilities assumed.

Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor.

Management bases the fair value of assets, including identifiable intangible assets acquired and liabilities assumed, on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use.

NEW PRONOUNCEMENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis