What changed in this filing

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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-17 · 58 added, 90 removed, 295 unchanged (33% of the section changed)

4 unchanged sentences

As required by SEC Rule 15d-15(b), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to SEC Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of January 1, 2022.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal Control over Financial Reporting

5 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in the internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis.

The Company’s management, including its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of January 1, 2022, based upon the updated framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 and updated in May 2013.

Based on this assessment, the Company’s management concluded that, as of January 1, 2022, the Company’s internal control over financial reporting was effective.

On November 30, 2021, the Company completed the acquisition of Carling Technologies, as discussed in Note 2 – Acquisitions.

Management has excluded Carling’s internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of January 1, 2022.

Carling’s net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 1% and 5%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, January 1, 2022.

The Company’s management, including its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based upon the updated framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 and updated in May 2013.

Based on this assessment, the Company’s management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.

On July 19, 2022, the Company completed the acquisition of C&K Switches, as discussed in Note 2 – Acquisitions .

Management has excluded C&K’s internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022.

C&K’s net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 3% and 3%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2022.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal quarter ended January 1, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

12 unchanged sentences

EXECUTIVE COMPENSATION.

Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended January 1, 2022, is set forth in the sections titled “Compensation Discussion and Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Potential Payments Upon Termination or Change in Control" and “Director Compensation” in the Company’s proxy statement and is incorporated herein by reference, except the section titled “Compensation Committee Report” is hereby “furnished” and not “filed” with this Annual Report on Form 10-K.

Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended December 31, 2022, is set forth in the sections titled “Compensation Discussion and Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Pay versus Performance," "Potential Payments Upon Termination or Change in Control" and “Director Compensation” in the Company’s proxy statement and is incorporated herein by reference, except the section titled “Compensation Committee Report” is hereby “furnished” and not “filed” with this Annual Report on Form 10-K.

Information concerning compensation committee interlocks is set forth in the section titled “Compensation Committee Interlocks and Insider Participation” in the Company’s proxy statement and is incorporated herein by reference.

3 unchanged sentences

Long-Term Incentive Plan that was approved by our stockholders at the April 2017 annual stockholder meeting and the Deferred Compensation Plan for Non-Employee Directors that was approved by our stockholders at the May 2005 annual stockholder meeting.

Pursuant to our acquisition of IXYS Corporation on January 17, 2018, we assumed four equity compensation plans that have not been approved by our stockholders and pursuant to which we may continue to grant equity awards:

Pursuant to our acquisition of IXYS on January 17, 2018, we assumed four equity compensation plans that have not been approved by our stockholders and pursuant to which we may continue to grant equity awards:

IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan (together, the "IXYS Plans").

4 unchanged sentences

The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019 and equity awards remain outstanding under it.

Information about our equity compensation plans that were either approved or not approved by our stockholders as of January 1, 2022, is as follows:

Information about our equity compensation plans that were either approved or not approved by our stockholders as of December 31, 2022, is as follows:

Plan Category Number of securities to

8 unchanged sentences

(3) Includes 27,066 shares reserved for issuance upon vesting of outstanding restricted stock units under the IXYS Plans and 68,625 outstanding stock options granted under the IXYS Plans and Zilog Plan.

Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS Corporation.

Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS.

(4) Includes 417,762 shares that remain available for future issuance under the Littelfuse, Inc.

1 unchanged sentence

(5) Includes 22,965 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 148,641 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.

In connection with the acquisition of IXYS Corporation, we assumed the IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan and outstanding unvested stock options originally granted by IXYS Corporation under the IXYS Plans that were held by continuing employees.

In connection with the acquisition of IXYS, we assumed the IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan and outstanding unvested stock options originally granted by IXYS Corporation under the IXYS Plans that were held by continuing employees.

At the time of the acquisition of IXYS Corporation, these awards were converted to Littelfuse stock options, with adjustments made to the exercise price of the stock options and the number of shares subject to stock options as agreed upon in the Acquisition Agreement.

4 unchanged sentences

The IXYS Corporation 2009 and 2011 Equity Incentive Plans expired in June 2019 and June 2021 respectively, with no additional grants made after the expiration date.

As of January 1, 2022, 193,848 shares remained available for issuance under the IXYS Plans.

As of December 31, 2022, 171,606 shares remained available for issuance under the IXYS Plans.

In connection with the acquisition of IXYS Corporation, we assumed the Zilog, Inc.

4 unchanged sentences

The Zilog 2004 Omnibus Stock Incentive Plan expired in February 2014 and no additional grants have been made thereunder.

as of January 1, 2022, no shares remain available for issuance of new awards under the Zilog Plan and 12,486 stock options remain outstanding.

Therefore, as of December 31, 2022, no shares remain available for issuance of new awards under the Zilog Plan and 12,086 stock options remain outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

10 unchanged sentences

Reports of Independent Registered Public Accounting Firms 38 - 40

Consolidated Balance Sheets as of January 1, 2022 and December 26, 2020

Consolidated Statements of Net Income for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Comprehensive Income for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Cash Flows for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Equity for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022

Consolidated Statements of Net Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020

Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020

Consolidated Statements of Equity for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020

Notes to Consolidated Financial Statements 46 - 84

8 unchanged sentences

(in thousands)

Fiscal year ended January 1, 2022

Allowance for losses on accounts receivable $ 1,400 $ 82 $ ( 362 ) $ 790 $ 1,910

Reserves for sales discounts and allowances $ 43,837 $ 152,153 $ ( 137,920 ) $ ( 748 ) $ 57,322

Fiscal year ended December 31, 2022

Allowance for losses on accounts receivable $ 1,310 $ 1,170 $ ( 329 ) $ ( 751 ) $ 1,400

Allowance for credit losses on accounts receivable $ 1,910 $ 166 $ ( 222 ) $ ( 279 ) $ 1,575

Reserves for sales discounts and allowances $ 57,322 $ 184,201 $ ( 158,499 ) $ ( 1,037 ) $ 81,987

Fiscal year ended January 1, 2022

Allowance for credit losses on accounts receivable $ 1,400 $ 82 $ ( 362 ) $ 790 $ 1,910

Reserves for sales discounts and allowances $ 43,837 $ 152,153 $ ( 137,920 ) $ ( 748 ) $ 57,322

Fiscal year ended December 26, 2020

Allowance for losses on accounts receivable $ 1,062 $ 410 $ ( 172 ) $ 10 $ 1,310

Allowance for credit losses on accounts receivable $ 1,310 $ 1,170 $ ( 329 ) $ ( 751 ) $ 1,400

Reserves for sales discounts and allowances $ 40,733 $ 113,709 $ ( 112,401 ) $ 1,796 $ 43,837

(a) Includes provision for doubtful accounts, sales returns and sales discounts granted to customers.

(a) Includes provision for credit losses, sales returns and sales discounts granted to customers.

(b) Represents uncollectible accounts written off, net of recoveries and credits issued to customers.

18 unchanged sentences

Green Director

/s/ Nathan Zommer Director

Nathan Zommer

10 unchanged sentences

Description Form Exhibit Filing Date File No.

2.1 Agreement and Plan of Merger, dated August 25, 2017, as amended by Amendment No.

1, dated December 4, 2017, by and among IXYS Corporation, Littelfuse, Inc., Iron Merger Co., Inc., and IXYS Merger Co., LLC.

S-4/A Annex A 12/11/2017 333-22114

2.1 Stock Purchase Agreement, dated October 19, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T.

2 unchanged sentences

2.2 First Amendment to Stock Purchase Agreement, dated November 29, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T.

2.3 Sale and Purchase Agreement, dated April 7, 2022, by and between Cayman NIH VI BEIT Holdings, L.P.

and Littelfuse, Inc.

8-K 2.1 4/8/2022 0-20388

2.4 Warranty Deed, dated April 7, 2022, by and between the warrantors party thereto and Littelfuse, Inc.

8-K 2.2 4/8/2022 0-20388

2.5 Deed of Amendment No.

1 Sale and Purchase Agreement, dated July 18, 2022, by and between Cayman NIH VI BEIT Holdings, L.P.

and Littelfuse, Inc.

10-Q 2.1 8/3/2022 0-20388

3.1 Certificate of Incorporation dated November 25, 1991, as amended April 25, 1997.

39 unchanged sentences

8-K 10.2 11/16/2016 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.12 Littelfuse, Inc.

4 unchanged sentences

8-K 10.2 12/9/2016 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.14 Subsidiary Guaranty Agreement, dated December 8, 2016.

13 unchanged sentences

8-K 10.1 8/14/2017 0-20388

Subsidiary Guarantor Supplement, dated as of October 13, 2017, made by Iron Merger Co., Inc.

in favor of the note purchasers and the other holders.

8-K 10.5 10/16/2017 0-20388

Subsidiary Guarantor Supplement, dated as of October 13, 2017, made by IXYS Merger Co., LLC in favor of the note purchasers and the other holders.

8-K 10.6 10/16/2017 0-20388

10.22 Cross Border Subsidiary Guarantor Supplement, dated as of October 13, 2017, made by Iron Merger Co., Inc.

in favor of the note purchasers and the other holders.

8-K 10.7 10/16/2017 0-20388

10.23 Cross Border Subsidiary Guarantor Supplement, dated as of October 13, 2017, made by IXYS Merger Co., LLC in favor of the note purchasers and the other holders.

8-K 10.8 10/16/2017 0-20388

10.20 Note Purchase Agreement, dated November 15, 2017, among Littelfuse, Inc.

35 unchanged sentences

10-Q 10.1 11/3/2016 000-26124

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

Subsidiary Guarantor Supplement, dated as of March 14, 2018, made by Clare Capital, Inc., Clare Components, Inc., Clare Electronics, Inc., Clare Instruments, Inc., Clare Services, Inc., Clare Technologies, Inc., Directed Energy, Inc., IXYS Buckeye, LLC, IXYS Integrated Circuits Division AV Inc., IXYS Integrated Circuits Divisions Inc., IXYS Long Beach, Inc., IXYS USA, Inc., Microwave Technology, Inc., Pele Technology, Inc., Reaction Technology Incorporation and Zilog, Inc.

in favor of the note purchasers and the other holders.

10-Q 10.2 05/02/2018 0-20388

10.41 Cross Border Subsidiary Guarantor Supplement, dated as of March 14, 2018, made by Clare Capital, Inc., Clare Components, Inc., Clare Electronics, Inc., Clare Instruments, Inc., Clare Services, Inc., Clare Technologies, Inc., Directed Energy, Inc., IXYS Buckeye, LLC, IXYS Integrated Circuits Division AV Inc., IXYS Integrated Circuits Divisions Inc., IXYS Long Beach, Inc., IXYS USA, Inc., Microwave Technology, Inc., Pele Technology, Inc., Reaction Technology Incorporation and Zilog, Inc.

in favor of the note purchasers and the other holders.

10-Q 10.3 05/02/2018 0-20388

10.42 Note Purchase Agreement Subsidiary Guarantor Supplement, dated as of March 14, 2018, made by Clare Capital, Inc., Clare Components, Inc., Clare Electronics, Inc., Clare Instruments, Inc., Clare Services, Inc., Clare Technologies, Inc., Directed Energy, Inc., IXYS Buckeye, LLC, IXYS Integrated Circuits Division AV Inc., IXYS Integrated Circuits Divisions Inc., IXYS Long Beach, Inc., IXYS USA, Inc., Microwave Technology, Inc., Pele Technology, Inc., Reaction Technology Incorporation and Zilog, Inc.

in favor of the note purchasers and the other holders.

10-Q 10.4 05/02/2018 0-20388

Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.

10-Q 10.3 10/31/2018 0-20388

10.44 Cross Border Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.

10-Q 10.4 10/31/2018 0-20388

10.45 Note Purchase Agreement Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.

10-Q 10.5 10/31/2018 0-20388

Subsidiary Guarantor Supplement, dated as of October 22, 2018, made by Littelfuse International Holding, LLC, Littelfuse Holding, LLC and Monolith Semiconductor, Inc.

in favor of the note purchasers and the other holders.

10-K 10.104 02/22/2019 0-20388

(November 2017) Subsidiary Guarantor Supplement, dated as of October 22, 2018, made by Littelfuse International Holding, LLC, Littelfuse Holding, LLC and Monolith Semiconductor, Inc.

in favor of the note purchasers and the other holders.

10-K 10.105 02/22/2019 0-20388

10.36 Cross Border Assumption Agreement, dated as of October 3, 2018, made by each of New Dutch B.V.

2 unchanged sentences

10-K 10.106 02/22/2019 0-20388

10.49 Cross Border Subsidiary Guarantor Supplement, dated as of October 22, 2018, made by Littelfuse International Holding, LLC, Littelfuse Holding, LLC and Monolith Semiconductor, Inc.

in favor of the note purchasers and the other holders.

10-K 10.107 02/22/2019 0-20388

10.37 Amended and Restated Employment Agreement entered into between Littelfuse Europe GmbH and Alexander Conrad, effective April 1, 2019.

10-K 10.77 02/21/2020 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.51 Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers, certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association, as senior documentation agent, BMO Harris Bank, N.A.

and Wells Fargo Bank, National Association, as co-documentation agents, BofA Securities, Inc.

as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger .

8-K 10.1 4/7/2020 0-20388

10.38 Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse, Inc.

1 unchanged sentence

8-K 10.1 4/24/2020 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.39 Form of Option Award Agreement (Tier I) under the Littelfuse, Inc.

37 unchanged sentences

10-K 10.72 2/18/2021 0-20388

10.68 Hartland Credit Agreement Joinder Agreement

10-Q 10.1 4/28/2021 0-20388

10.69 Subsidiary Guarantor Supplement (Domestic NPA) - Hartland Subsidiaries

10-Q 10.2 4/28/2021 0-20388

10.70 Subsidiary Guarantor Supplement (Cross-Border NPA) - Hartland Subsidiaries

10-Q 10.3 4/28/2021 0-20388

10.71 Subsidiary Guarantor Supplement (Fall 2017 NPA) - Hartland Subsidiaries

10-Q 10.4 4/28/2021 0-20388

10.54 Employment offer letter between Littelfuse, Inc.

1 unchanged sentence

10-Q 10.10 7/28/2021 0-20388

10.55 Form of 4.33% Senior Note due June 30, 2032 (included in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.

8-K 4.10 5/18/2022 0-20388

10.56 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc.

and note purchasers listed on the signature pages thereto (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.

8-K 10.1 5/18/2022 0-20388

10.57 Subsidiary Guaranty Agreement, dated July 18, 2022, among Carling Technologies, Inc., Hartland Controls Holding Corp., Hartland Controls, L.L.C., IXYS Buckeye, LLC, IXYS Integrated Circuits Division, LLC, IXYS Long Beach, Inc., IXYS USA, LLC, IXYS, LLC, LFUS LLC, Littelfuse Commercial Vehicle, LLC, Littelfuse Holding, LLC, Littelfuse International Holding, LLC, Littelfuse Mexico Holding LLC, Monolith Semiconductor Inc., Pele Technology, Inc., Reaction Tech RE, LLC, Reaction Technology Epi, LLC, Reaction Technology Incorporated, SymCom, Inc.

and Zilog, Inc.

(filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 19, 2022, Commission File No.

8-K 10.2 5/18/2022 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.73* Carling Technologies, Inc.

Credit Agreement Joinder Agreement.

10.74* Subsidiary Guarantor Supplement (Domestic NPA) – Carling Technologies, Inc.

Subsidiaries .

10.75* Subsidiary Guarantor Supplement (Cross-Border NPA) - Carling Technologies, Inc.

Subsidiaries .

10.76* Subsidiary Guarantor Supplement (Fall 2017 NPA) - Carling Technologies, Inc.

Subsidiaries .

10.58 First Amendment to 2016 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.

8-K 10.3 5/18/2022 0-20388

10.59 First Amendment to 2016 Cross Border Note Purchase Agreement, dated May 18, 2022, among Littelfuse Netherland C.V., Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.

8-K 10.4 5/18/2022 0-20388

10.60 First Amendment to 2017 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.

8-K 10.5 5/18/2022 0-20388

10.61 Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers, certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association and BMO Harris Bank, N.A., as co-senior documentation agents, Wells Fargo Bank, National Association, as documentation agent, BofA Securities, Inc.

as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 30, 2022, Commission File No.

8-K 10.1 6/30/2022 0-20388

10.62* Summary of Non-Employee Director Compensation.++

10 unchanged sentences

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

104 The cover page on this Annual Report on Form 10-K for the fiscal year ended January 1, 2022, formatted in Inline XBRL and contained in Exhibit 101.

104 The cover page on this Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL and contained in Exhibit 101.

* Filed with this Report.

4 unchanged sentences

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 9A. Controls and Procedures