What changed in this filing

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Item 1. Financial Statements

2022-11-02 compared with 2022-08-03 · 220 added, 151 removed, 667 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands) July 2,

(in thousands) October 1,

2022 January 1,

2 unchanged sentences

Short-term investments 79 28

Trade receivables, less allowa nces of $ 68,933 and $ 59,232 at July 2, 2022 and January 1, 2022, respectively

Trade receivables, less allowanc es of $ 83,872 and $ 59,232 at October 1, 2022 and January 1, 2022, respectively

339,729 275,192

26 unchanged sentences

34,000,000 shares authorized;

shares issued, July 2, 2022– 26,440,042 ;

shares issued, October 1, 2022 – 26,440,679 ;

January 1, 2022 – 26,350,763

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

Three Months Ended Six Months Ended

(in thousands, except per share data) July 2,

2022 June 26,

Three Months Ended Nine Months Ended

(in thousands, except per share data) October 1,

2022 September 25,

2021 October 1,

2022 September 25,

Net sales $ 658,880 $ 539,581 $ 1,900,646 $ 1,526,863

8 unchanged sentences

Interest expense 8,399 4,602 17,069 13,901

Foreign exchange loss (gain) 14,124 ( 1,676 ) 21,860 5,161

Other expense (income), net 6,060 ( 1,890 ) 10,487 ( 9,627 )

Foreign exchange loss 18,191 3,154 40,051 8,315

Other (income) expense, net ( 698 ) ( 1,240 ) 9,789 ( 10,867 )

Income before income taxes 95,978 113,591 339,715 281,496

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

(in thousands) July 2,

2022 June 26,

Three Months Ended Nine Months Ended

(in thousands) October 1,

2022 September 25,

2021 October 1,

2022 September 25,

Net income $ 75,468 $ 92,054 $ 280,002 $ 231,862

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended

(in thousands) July 2, 2022 June 26, 2021

Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021

OPERATING ACTIVITIES

22 unchanged sentences

FINANCING ACTIVITIES

Payments of revolving credit facility — ( 30,000 )

Proceeds of term loan 300,000 —

Proceeds of senior notes 100,000 —

Payments of senior notes payable ( 25,000 ) —

Repayments of other debts ( 5,979 ) —

Payments of term loan ( 1,875 ) —

Payments of revolving credit facility — ( 30,000 )

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

3 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 31,963 ) ( 5,832 )

Increase (decrease) in cash, cash equivalents, and restricted cash 329,461 ( 65,671 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 6,581 ) 8,344

Cash, cash equivalents, and restricted cash at beginning of period 482,836 687,525

32 unchanged sentences

Balance at July 2, 2022 $ 261 $ 964,937 $ ( 252,828 ) $ ( 107,015 ) $ 1,446,457 $ 131 $ 2,051,943

Net income — — — — 75,468 — 75,468

Other comprehensive loss, net of tax — — — ( 28,188 ) — — ( 28,188 )

Stock-based compensation — 4,464 — — — — 4,464

Non-controlling interest ( 36 ) 36 —

Stock options exercised — 58 — — — — 58

Cash dividends paid ($ 0.60 per share)

— — — — ( 14,854 ) — ( 14,854 )

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.

20 unchanged sentences

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 — — — ( 4,954 ) — — ( 4,954 )

Stock-based compensation — 3,772 — — — — 3,772

Withheld shares on restricted share units for withholding taxes — — ( 115 ) — — — ( 115 )

Stock options exercised — 1,473 — — — — 1,473

Cash dividends paid ($ 0.53 per share)

— — — — ( 13,052 ) — ( 13,052 )

Balance at September 25, 2021 $ 260 $ 935,351 $ ( 248,078 ) $ ( 95,528 ) $ 1,229,262 $ 131 $ 1,821,398

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Founded in 1927, Littelfuse is an industrial technology manufacturing company empowering a sustainable, connected, and safer world.

Across more than 15 cou ntries, and wi th 17,000 global associates, the Company partners with customers to design and deliver innovative, reliable solutions.

Across more tha n 15 countries, and with approximately 19,000 glo bal 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.

9 unchanged sentences

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended July 2, 2022 and June 26, 2021:

Three Months Ended July 2, 2022 Six Months Ended July 2, 2022

The following tables disaggregate the Company’s revenue by primary business units for the three and nine months ended October 1, 2022 and September 25, 2021:

Three Months Ended October 1, 2022 Nine Months Ended October 1, 2022

(in thousands) Electronics

11 unchanged sentences

Total $ 397,629 $ 181,735 $ 79,516 $ 658,880 $ 1,121,626 $ 548,266 $ 230,754 $ 1,900,646

Three Months Ended June 26, 2021 Six Months Ended June 26, 2021

Three Months Ended September 25, 2021 Nine Months Ended September 25, 2021

(in thousands) Electronics

30 unchanged sentences

Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price.

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

The Company establishes reserves for this program based on

historic activity, electronic distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

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

between the contracted price and the lower approved price.

The Company establishes reserves for this program based on 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 historic activity.

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.

4 unchanged sentences

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash at July 2, 2022 and January 1, 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) July 2, 2022 January 1, 2022

The following table provides a reconciliation of cash, cash equivalents and restricted cash at October 1, 2022 and January 1, 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) October 1, 2022 January 1, 2022

Cash and cash equivalents $ 474,003 $ 478,473

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The operating results of the acquired business are included in the Company’s Consolidated Financial Statements from the date of the acquisition.

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, 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 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

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 )

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.

On April 12, 2022, the Company acquired Embed Ltd.

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 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.

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Goodwill resulting from the Carling acquisition is not expected to be deductible for tax purposes.

During the six months ended July 2, 2022, the Company paid $ 0.5 million related to final working capital adjustment and made measurement period adjustments to reduce the fair value of property, plant and equipment of $ 7.0 million, inventories of $ 0.8 million, net accounts receivable of $ 0.6 million and an increase in intangible assets attributable to customer relationships intangible assets of $ 0.5 million.

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.

1 unchanged sentence

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 six months ended July 2, 2022.

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

2 unchanged sentences

The total purchase consideration of $ 108.5 million, net of cash, cash equivalents, and restricted cash has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

As of July 2, 2022, the Company had restricted cash of $ 1.7 million in an escrow account for general indemnification purposes.

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 acquisition:

17 unchanged sentences

The step-up was amortized as a non-cash charge to cost of sales during the first and second quarters of 2021, as the acquired inventory was sold, and is reflected as other non-segment costs.

During the three and six months ended June 26, 2021, the Company recognized a charge of $ 3.3 million and 6.8 million, respectively, for the amortization of this fair value inventory step-up.

During the three and six months ended June 26, 2021, the Company incurred approximately $ 0.1 million and $ 0.8 million, respectively, of legal and professional fees related to this acquisition recognized as Selling, general, and administrative expenses .

During the three and nine months ended September 25, 2021, the Company recognized a charge of $ 3.3 million and 6.8 million, respectively, for the amortization 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.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Hartland and Carling as though the acquisitions had occurred as of December 29, 2019.

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, C&K as though the acquisition had occurred as of December 27, 2020, and Hartland and Carling as though the acquisitions 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 Hartland and Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.

For the Three Months Ended For the Six Months Ended

(in thousands, except per share amounts) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the C&K acquisition occurred as of December 27, 2020 and had the Hartland and Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.

For the Three Months Ended For the Nine Months Ended

(in thousands, except per share amounts) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Net sales $ 663,741 $ 638,583 $ 2,025,881 $ 1,823,333

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

For the Three Months Ended For the Six Months Ended

(in thousands) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

For the Three Months Ended For the Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Amortization (a) $ ( 85 ) $ ( 4,775 ) $ ( 4,646 ) $ ( 14,620 )

$ — $ ( 2,318 ) $ — $ ( 4,949 )

Depreciation 451 697 1,979 1,902

1 unchanged sentence

Amortization of inventory step-up (c) 6,765 — 11,534 ( 4,016 )

— 3,319 4,769 6,808

Income tax benefit of above items — ( 208 ) ( 1,049 ) ( 517 )

(a) The amortization adjustment for the three and six months ended June 26, 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 six months ended June 26, 2021.

(c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the six months ended July 2, 2022, and three and six months ended June 26, 2021.

Interest expense (d) 497 432 815 2,328

Income tax (expense) benefit of above items ( 2,794 ) 1,412 ( 4,582 ) 5,456

(a) The amortization adjustment for the 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 October 1, 2022 and September 25, 2021, and recognition of those fees during the three and nine months ended September 25, 2021.

(c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the three and nine months ended October 1, 2022, and the recognition of the amortization during the nine months ended September 25, 2021.

The inventory step-up was amortized over four months as the inventory was sold.

The components of inventories at July 2, 2022 and January 1, 2022 are as follows:

(in thousands) July 2, 2022 January 1, 2022

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

The components of inventories at October 1, 2022 and January 1, 2022 are as follows:

(in thousands) October 1, 2022 January 1, 2022

Raw materials $ 225,987 $ 168,409

4 unchanged sentences

Property, Plant, and Equipment

The components of net property, plant, and equipment at July 2, 2022 and January 1, 2022 are as follows:

(in thousands) July 2, 2022 January 1, 2022

The components of net property, plant, and equipment at October 1, 2022 and January 1, 2022 are as follows:

(in thousands) October 1, 2022 January 1, 2022

Land and land improvements $ 21,122 $ 23,470

3 unchanged sentences

Total $ 458,234 $ 437,889

The Company recorded depreciation expense of $ 15.7 million and $ 13.6 million for the three months ended July 2, 2022 and June 26, 2021, respectively, and $ 31.3 million and $ 27.3 million for the six months ended July 2, 2022 and June 26, 2021, respectively.

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

Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill by segment for the six months ended July 2, 2022 are as follows:

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

(in thousands) Electronics Transportation Industrial Total

7 unchanged sentences

Currency translation ( 42,086 ) ( 11,440 ) ( 996 ) ( 54,522 )

Net book value of goodwill as of July 2, 2022

Gross goodwill as of July 2, 2022

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 July 2, 2022

Accumulated impairment losses as of October 1, 2022

— ( 31,815 ) $ ( 8,445 ) ( 40,260 )

Total $ 896,175 $ 196,112 $ 76,171 $ 1,168,458

(a) The additions resulted from the acquisition of Embed and Carling.

The components of other intangible assets as of July 2, 2022 and January 1, 2022 are as follows:

As of July 2, 2022

(a) The additions resulted from the acquisitions of C&K, Embed and Carling.

The components of other intangible assets as of October 1, 2022 and January 1, 2022 are as follows:

As of October 1, 2022

(in thousands) Gross

12 unchanged sentences

Total $ 715,169 $ 308,043 $ 407,126

During th e three months ended July 2, 2022 and June 26, 2021, t he Company recorded amo rtization expense of $ 11.6 million and $ 10.6 million, respectively.

During the six months ended July 2, 2022 and June 26, 2021, the Company recorded amortization expense of $ 24.3 million and $ 21.2 million, respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of July 2, 2022 is as follows:

During the three months ended October 1, 2022 and September 25, 2021, the Company recorded amortization expense of $ 15.6 million and $ 10.4 million, respectively.

During the nine months ended October 1, 2022 and September 25, 2021, the Company recorded amortization expense of $ 39.9 million and $ 31.6 million, respectively.

During the three months ended October 1, 2022 , the Company recorded additions to intangible assets of $ 254.7 million, related to the C&K acquisition, the components of which were as follows:

(in thousands) Weighted Average Useful Life Amount

Patents, licenses and software 12 $ 55,700

Customer relationships, trademarks, and tradenames 17 199,000

Total $ 254,700

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

(in thousands)

3 unchanged sentences

Accrued Liabilities

The components of accrued liabilities as of July 2, 2022 and January 1, 2022 are as follows:

(in thousands) July 2, 2022 January 1, 2022

The components of accrued liabilities as of October 1, 2022 and January 1, 2022 are as follows:

(in thousands) October 1, 2022 January 1, 2022

Employee-related liabilities $ 92,177 $ 92,018

Professional services 12,008 4,299

Operating lease liability 11,880 9,018

Professional services 11,475 4,299

Other non-income taxes 7,709 4,280

Interest 4,197 4,402

Restructuring liability 3,556 2,944

Interest 3,408 4,402

Current post-retirement benefits liability 1,606 1,248

6 unchanged sentences

Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment and other charges for the three and six months ended July 2, 2022 and June 26, 2021 as follows:

Three months ended July 2, 2022 Six months ended July 2, 2022

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

Three months ended October 1, 2022 Nine months ended October 1, 2022

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

3 unchanged sentences

Total $ 1,474 $ 1,939 $ — $ 3,413 $ 1,883 $ 2,382 $ — $ 4,265

Three months ended June 26, 2021 Six months ended June 26, 2021

Three months ended September 25, 2021 Nine months ended September 25, 2021

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

3 unchanged sentences

Total $ 542 $ 97 $ 133 $ 772 $ 1,094 $ 602 $ 302 $ 1,998

For the three and six months ended July 2, 2022, the Company recorded total restructuring charges of $ 0.6 million and $ 0.9 million, respectively, primarily for employee termination costs.

These charges are primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Transportation and Electronics segments.

For the three and six months ended June 26, 2021, the Company recorded total restructuring charges of $ 0.8 million and $ 1.2 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Transportation and Electronics segments.

The restructuring liability as of July 2, 2022 and January 1, 2022 is $ 3.0 million and $ 2.9 million, respectively.

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, 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.

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 and January 1, 2022 is $ 3.6 million and $ 2.9 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 fiscal year 2022.

The carrying amounts of debt at July 2, 2022 and January 1, 2022 are as follows:

(in thousands) July 2, 2022 January 1, 2022

The carrying amounts of debt at October 1, 2022 and January 1, 2022 are as follows:

(in thousands) October 1, 2022 January 1, 2022

Revolving Credit Facility $ 100,000 $ 100,000

6 unchanged sentences

Senior Notes, Series B due 2030 125,000 125,000

Senior Notes, due 2032 100,000 —

Other 9,376 —

Unamortized debt issuance costs ( 4,971 ) ( 3,087 )

17 unchanged sentences

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.

The revolving loan and term loan balance under the Credit Facility was $ 100.0 million and $ 300.0 million, respectively, as of July 2, 2022.

During the three months ended October 1, 2022, the Company paid $ 1.9 million of term loan.

The revolving loan and term loan balance under the Credit Facility was $ 100.0 million and $ 298.1 million, respectively, as of October 1, 2022.

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.

As of July 2, 2022, the effective interest rate on revolving loan and term loan outstanding borrowings was 2.875 %.

As of July 2, 2022, the Company had no amount outstanding in letters of credit and had available $ 600.0 million of borrowing capacity under the revolving Credit Facility.

As of July 2, 2022, the Company was in compliance with all covenants u nder the Credit Agreement.

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

As of October 1, 2022, the Company had no outstanding in letters of credit under the Credit Facility and had available $ 600.0 million of borrowing capacity under the revolving Credit Facility.

As of October 1, 2022, the Company was in compliance with all covenants under the Credit Agreement.

Debt Issuance Costs

During three and six months ended July 2, 2022, the Company paid debt issuance costs of $ 2.2 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.

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.

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.

8 unchanged sentences

Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

During the six months ended July 2, 2022, the Company paid $ 25.0 million of U.S.

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.

6 unchanged sentences

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 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.

8 unchanged sentences

In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage.

At July 2, 2022, the Company was in compliance with all covenants under the Senior Notes.

At October 1, 2022, the Company was in compliance with all covenants under the Senior Notes.

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

Interest paid on all Company debt was $ 2.3 million and $ 2.5 million for the three months ended July 2, 2022 and June 26, 2021 , respectively, and $ 8.4 million and $ 8.7 million for the six months ended July 2, 2022 and June 26, 2021, respectively.

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

Fair Value of Assets and Liabilities

5 unchanged sentences

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.

4 unchanged sentences

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

4 unchanged sentences

The interest rate swap is classified within Level 2 of the fair value hierarchy, since all significant inputs are corroborated by market observable data.

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

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.

1 unchanged sentence

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.

As of July 2, 2022, the fair values of our derivative financial instrument and their classifications on the Condensed Consolidated Balance Sheets was as follows:

(in thousands) Consolidated Balance Sheet Classification July 2, 2022

Derivative assets

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 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 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.

As of October 1, 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 liabilities $ 918

The pre-tax losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three and six months ended July 2, 2022 were as follows:

Three Months Ended Six Months Ended

Other long-term assets $ 6,574

Derivatives Not Designated as Hedging Instruments

Foreign exchange forward contract Other long-term liabilities $ 3,179

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

Three Months Ended Nine Months Ended

(in thousands) Classification of Loss Recognized in the

Condensed Consolidated Statements of Operations July 2, 2022 July 2, 2022

Condensed Consolidated Statements of Operations October 1, 2022 October 1, 2022

Derivatives designated as cash flow hedges

Interest rate swap agreement Interest expense, net $ 314 $ 335

The pre-tax losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 2, 2022 were as follows:

Three Months Ended Six Months Ended

(in thousands) July 2, 2022 July 2, 2022

Derivatives Not Designated as Hedging Instruments

Foreign exchange forward contract Foreign exchange loss $ 3,209 $ 3,209

The pre-tax gain recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended 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 )

The pre-tax gain of $ 0.2 million f rom accumulated other comprehensive (loss) to earnings is expected to be recognized during the next twelve months.

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

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.

1 unchanged sentence

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 we re no changes during the quarter ended July 2, 2022 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of July 2, 2022 and January 1, 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.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of July 2, 2022:

There we re no changes during the quarter ended October 1, 2022 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of October 1, 2022 and January 1, 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.

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

Fair Value Measurements Using

24 unchanged sentences

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’ fair values approximate book value at July 2, 2022 and January 1, 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 July 2, 2022 and January 1, 2022 were as follows:

July 2, 2022 January 1, 2022

The Company’s Credit Facilities’ fair values approximate book value at October 1, 2022 and January 1, 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 and January 1, 2022 were as follows:

October 1, 2022 January 1, 2022

(in thousands) Carrying

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USD Senior Notes, Series B due 2030 125,000 111,309 125,000 131,837

USD Senior Notes, due 2032 100,000 89,598 — —

Benefit Plans

1 unchanged sentence

The amount of the retirement benefits provided under the plans is based on years of service and final average pay.

The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other expense (income), net in the Condensed Consolidated Statements of Net Income.

The components of net periodic benefit cost for the three and six months ended July 2, 2022 and June 26, 2021 were as follows:

For the Three Months Ended For the Six Months Ended

(in thousands) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

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 October 1, 2022 and September 25, 2021 were as follows:

For the Three Months Ended For the Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Components of net periodic benefit cost:

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The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans.

The Company recorded expense of $ 0.5 million for both the three months ended July 2, 2022 and June 26, 2021 , respectively, and $ 1.0 million for both the six months ended July 2, 2022 and June 26, 2021, respectively, in Cost of Sales and Other expense (income), net within the Condensed Consolidated Statements of Net Income.

The pre-tax amounts recognized in other comprehensive loss (income) as components of net periodic benefit costs for these plans were $ 0.1 million and $ 0.2 million for the three months ended July 2, 2022 and June 26, 2021, respectively, and $ 0.2 million and $ 0.3 million for the six months ended July 2, 2022 and June 26, 2021, respectively.

The Company recorded expense of $ 0.5 million and $ 0.6 million for the three months ended October 1, 2022 and September 25, 2021 , respectively, and $ 1.5 million and $ 1.6 million for the nine months ended 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 recognized in other comprehensive loss (income) as components of net periodic benefit costs for these plans were $ 0.1 million and $ 0.2 million for the three months ended October 1, 2022 and September 25, 2021, respectively, and $ 0.3 million and $ 0.5 million for the nine months ended October 1, 2022 and September 25, 2021, respectively.

Other Comprehensive (Loss) Income

1 unchanged sentence

(in thousands) Three Months Ended

July 2, 2022 Three Months Ended

June 26, 2021

October 1, 2022 Three Months Ended

September 25, 2021

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

3 unchanged sentences

Total change in other comprehensive (loss) income $ ( 26,604 ) $ 1,584 $ ( 28,188 ) $ ( 4,840 ) $ 114 $ ( 4,954 )

(in thousands) Six Months Ended

July 2, 2022 Six Months Ended

June 26, 2021

(in thousands) Nine Months Ended

October 1, 2022 Nine Months Ended

September 25, 2021

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

7 unchanged sentences

and are not permanently reinvested.

The following tables set forth the changes in accumulated other comprehensive (loss) income by component for the six months ended July 2, 2022 and June 26, 2021:

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

(in thousands) Defined benefit pension plan and other adjustments Cash flow hedge Foreign currency

3 unchanged sentences

Activity in the period 1,548 7,068 ( 70,356 ) ( 61,740 )

Balance at July 2, 2022 $ ( 10,979 ) $ ( 541 ) $ ( 95,495 ) $ ( 107,015 )

Balance at October 1, 2022 $ ( 10,380 ) $ 7,068 $ ( 131,891 ) $ ( 135,203 )

(in thousands) Defined benefit pension plan and other adjustments Foreign currency translation adjustment Accumulated other comprehensive loss

1 unchanged sentence

Activity in the period 1,270 ( 5,641 ) ( 4,371 )

Balance at June 26, 2021 $ ( 33,358 ) $ ( 57,216 ) $ ( 90,574 )

Amounts reclassified from accumulated other comprehensive (loss) income to earnings for the three and six months ended July 2, 2022 and June 26, 2021 were as follows:

Three Months Ended Six Months Ended

(in thousands) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

Balance at September 25, 2021 $ ( 32,871 ) $ ( 62,657 ) $ ( 95,528 )

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

Three Months Ended Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Pension and Postemployment plans:

Amortization of prior service and net actuarial loss $ 193 $ 501 $ 588 $ 1,514

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

The effective tax rate for the three and six months ended July 2, 2022 was 20.6 % and 16.1 % , respectively, compared to the effective tax rate for the three and six months ended June 26, 2021 of 13.8 % and 16.7 % , respectively.

The effective tax rate for the second quarter of 2022 is higher than the effective tax rate for the comparable 2021 period, primarily due to foreign exchange losses with no related tax benefit in the 2022 period, as compared to foreign exchange gains with limited tax expense during the comparable 2021 period.

The effective tax rate for the first six months of the 2022 period is lower than the applicable U.S.

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

The effective tax rate for the three and nine months ended October 1, 2022 was 21.4 % and 17.6 % , respectively, compared to the effe ctive tax rate for the three and nine months ended September 25, 2021 of 19.0 % and 17.6 %, respectively.

The effective tax rate for the third quarter of 2022 is higher than the effective tax rate for the comparable 2021 period, primarily due to higher foreign exchange losses with no related tax benefit in the 2022 period, as compared to the comparable 2021 period.

The effective tax rate for the first nine months of the 2022 period is lower than the applicable U.S.

statutory tax rate due to a one-time deduction that resulted from the dissolution of one of the Company’s affiliates, as well as the forecasted impact of income earned in lower tax jurisdictions.

3 unchanged sentences

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

Three Months Ended Six Months Ended

(in thousands, except per share amounts) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

Three Months Ended Nine Months Ended

(in thousands, except per share amounts) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Net income as reported $ 75,468 $ 92,054 $ 280,002 $ 231,862

6 unchanged sentences

Diluted earnings per share $ 3.02 $ 3.69 $ 11.21 $ 9.31

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 88,130 and 41,216 for the three months ended July 2, 2022 and June 26, 2021, respectively, and 72,970 and 20,266 for the six months ended July 2, 2022 and June 26, 2021, respectively.

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 and 57,936 for the three months ended October 1, 2022 and September 25, 2021, respectively, and 84,027 and 32,773 for the nine months ended 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 no t repurchase any shares of its common stock for the three and six months ended July 2, 2022, and June 26, 2021.

The Company did no t repurchase any shares of its common stock for the three and nine months ended October 1, 2022, and September 25, 2021.

Related Party Transactions

10 unchanged sentences

One member of the Company's Board of Directors serves on the Board of Directors of ATEC.

Three Months Ended July 2, 2022 Three Months Ended June 26, 2021

Three Months Ended October 1, 2022 Three Months Ended September 25, 2021

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

Purchase material/service from related party $ — $ 0.1 $ 2.9 $ 0.8 $ 0.1 $ 3.1

For the Six Months Ended July 2, 2022 For the Six Months Ended June 26, 2021

For the Nine Months Ended October 1, 2022 For the Nine Months Ended September 25, 2021

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

1 unchanged sentence

Purchase material/service from related party 0.3 0.3 8.8 2.6 0.3 8.9

July 2, 2022 January 1, 2022

October 1, 2022 January 1, 2022

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

16 unchanged sentences

• Electronics Segment :

Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes;

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 infrastructure, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics.

The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related infrastructure, aerospace, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics.

• Transportation Segment:

1 unchanged sentence

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

Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and

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

• Industrial Segment:

1 unchanged sentence

Segment information is summarized as follows:

Three Months Ended Six Months Ended

(in thousands) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

Three Months Ended Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

Electronics $ 397,629 $ 347,240 $ 1,121,626 $ 959,122

14 unchanged sentences

Interest expense 8,399 4,602 17,069 13,901

Foreign exchange loss (gain) 14,124 ( 1,676 ) 21,860 5,161

Other expense (income), net 6,060 ( 1,890 ) 10,487 ( 9,627 )

Foreign exchange loss 18,191 3,154 40,051 8,315

Other (income) expense, net ( 698 ) ( 1,240 ) 9,789 ( 10,867 )

Income before income taxes $ 95,978 $ 113,591 $ 339,715 $ 281,496

(a) Included in “Other” Operating income for the second quarter of 2022 was $ 4.8 million ($ 8.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $ 0.6 million ($ 0.8 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs, and $ 4.8 million year-to-date of purchase accounting inventory step-up charges.

(a) 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.

Inc luded in “Other” Operating income for the 2021 second quarter was $ 3.3 million ($ 6.8 million year-to-date) of purchase accounting inventory step-up charges, $ 0.5 million ($ 1.3 million year-to-date) of legal and professional fees and other integration expenses related to Hartland and other contemplated acquisitions, and $ 0.8 million ($ 1.3 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs.

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 loss of $ 1.0 million recorded during the second quarter of 2021 for a total year-to-date gain of $ 0.9 million from the sale of a building within the Electronics segment.

In addition, there was a year-to-date gain of $ 0.9 million recorded for the sale of a building within the Electronics segment.

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

Three Months Ended Six Months Ended

(in thousands) July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021

Three Months Ended Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021

United States $ 244,907 $ 172,995 $ 689,888 $ 458,723

4 unchanged sentences

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

(in thousands) July 2, 2022 January 1, 2022

(in thousands) October 1, 2022 January 1, 2022

Long-lived assets

8 unchanged sentences

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

Six Months Ended

(in thousands) July 2, 2022 June 26, 2021

Nine Months Ended

(in thousands) October 1, 2022 September 25, 2021

Additions to long-lived assets

7 unchanged sentences

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

Subsequent events

On July 19, 2022, t he Company acquired 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, 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 will be 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.

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-Q

Item 1. Financial Statements