Published: 2022-11-02 00:00:00 ET

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Nature of Operations 

 

Founded in 1927, Littelfuse is an industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 15 countries, and with approximately 19,000 global associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day. 

Basis of Presentation 

 

The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of net income and comprehensive income, statements of cash flows, and statement of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022 which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.

 

Revenue Recognition

  

Revenue Disaggregation

 

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

 

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

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						Three Months Ended September 25, 2021																								Nine Months Ended September 25, 2021
(in thousands)						Electronics Segment						Transportation Segment						Industrial Segment						Total						Electronics Segment						Transportation Segment						Industrial Segment						Total
Electronics – Passive Products and Sensors						$	171,299					$	—					$	—					$	171,299					$	459,012					$	—					$	—					$	459,012
Electronics – Semiconductor						175,941						—						—						175,941						500,110						—						—						500,110
Passenger Car Products						—						64,630						—						64,630						—						200,579						—						200,579
Automotive Sensors						—						24,112						—						24,112						—						79,081						—						79,081
Commercial Vehicle Products						—						35,673						—						35,673						—						106,602						—						106,602
Industrial Products						—						—						67,926						67,926																		181,479						181,479
Total						$	347,240					$	124,415					$	67,926					$	539,581					$	959,122					$	386,262					$	181,479					$	1,526,863

 

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

 

Revenue Recognition

 

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

 

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

 

Revenue and Billing

 

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

 

Ship and Debit Program

 

Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the distributor to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference

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

Return to Stock 

 

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

 

Volume Rebates

 

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

 

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash at October 1, 2022 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
Restricted cash included in prepaid expenses and other current assets						824						2,718
Restricted cash included in other long-term assets						1,428						$	1,645
Total cash, cash equivalents and restricted cash						$	476,255					$	482,836

Recently Adopted Accounting Standards

In November 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance". The standard, requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: 1) Information about the nature of the transactions and the related accounting policy used to account for the transactions; 2) The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; 3) Significant terms and conditions of the transactions, including commitments and contingencies. The guidance is effective for fiscal years beginning after December 15, 2021 with early adoption permitted. The adoption of ASU 2021-10 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". The standard requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for fiscal years beginning after December 15, 2022 with early adoption permitted. The adoption of ASU 2021-08 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

 

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

C&K Switches

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

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

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

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

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

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

Embed

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

Carling Technologies

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

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

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

(in thousands)			Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired			$	314,094
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net			26,232
Inventories			56,479
Other current assets			3,454
Property, plant, and equipment			56,128
Intangible assets			126,390
Goodwill			97,975
Other non-current assets			4,007
Current liabilities			(21,522)
Other non-current liabilities			(35,049)
			$	314,094

All Carling goodwill, other assets and liabilities were recorded in the Transportation 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 Carling’s products and technology with the Company’s existing commercial vehicle products portfolio. Goodwill resulting from the Carling acquisition is not expected to be deductible for tax purposes.

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

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

Hartland Controls

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

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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 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:

(in thousands)			Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired, and restricted cash			$	108,516
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net			12,915
Inventories			35,808
Other current assets			2,224
Property, plant, and equipment			6,296
Intangible assets			39,660
Goodwill			38,502
Other non-current assets			3,782
Current liabilities			(24,861)
Other non-current liabilities			(5,810)
			$	108,516

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

The Company recorded a $6.8 million step-up of inventory to its fair value as of the acquisition date. 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 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, 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 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.

 

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						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
Income before income taxes						106,333						112,325						375,735						274,406
Net income						82,619						89,491						303,341						220,048
Net income per share — basic						3.34						3.63						12.27						8.95
Net income per share — diluted						3.31						3.59						12.14						8.84

Pro forma results presented above primarily reflect the following adjustments:

 

						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)
Depreciation						451						697						1,979						1,902
Transaction costs (b)						3,548						(2,096)						9,218						(6,931)
Amortization of inventory step-up (c)						6,765						—						11,534						(4,016)
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.

(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
Work in process						130,943						117,506
Finished goods						220,344						195,656
Inventory reserves						(41,248)						(35,900)
Total						$	536,026					$	445,671

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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
Building and building improvements						182,312						151,297
Machinery and equipment						775,532						779,559
Accumulated depreciation						(520,732)						(516,437)
Total						$	458,234					$	437,889

 

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

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

 

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			As of January 1, 2022
(in thousands)			Gross Carrying Value						Accumulated Amortization						Net Book Value
Land use rights			$	19,542					$	1,906					$	17,636
Patents, licenses and software			164,556						101,307						63,249
Distribution network			43,361						40,591						2,770
Customer relationships, trademarks, and tradenames			487,710						164,239						323,471
Total			$	715,169					$	308,043					$	407,126

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)			Amount
2022			$	55,735
2023			59,823
2024			56,539
2025			56,201
2026			49,944
2027 and thereafter			366,951
Total			$	645,193

 

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

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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
Employee terminations			$	1,401					$	1,574					$	—					$	2,975					$	1,807					$	1,997					$	—					$	3,804
Other restructuring charges			73						365						—						438						76						385						—						461
Total restructuring charges			1,474						1,939						—						3,413						1,883						2,382						—						4,265
Total			$	1,474					$	1,939					$	—					$	3,413					$	1,883					$	2,382					$	—					$	4,265

			Three months ended September 25, 2021																								Nine months ended September 25, 2021
(in thousands)			Electronics						Transportation						Industrial						Total						Electronics						Transportation						Industrial						Total
Employee terminations			$	542					$	—					$	133					$	675					$	1,094					$	416					$	302					$	1,812
Other restructuring charges			—						97						—						97						—						186						—						186
Total restructuring charges			542						97						133						772						1,094						602						302						1,998
Total			$	542					$	97					$	133					$	772					$	1,094					$	602					$	302					$	1,998

2022

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

2021

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

The restructuring liability as of October 1, 2022 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 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
Term Loan						298,125						—
Euro Senior Notes, Series A due 2023						114,958						132,444
Euro Senior Notes, Series B due 2028						93,342						107,540
U.S. Senior Notes, Series A due 2022						—						25,000
U.S. Senior Notes, Series B due 2027						100,000						100,000
U.S. Senior Notes, Series A due 2025						50,000						50,000
U.S. Senior Notes, Series B due 2030						125,000						125,000
U.S. Senior Notes, due 2032						100,000						—
Other						9,376						—
Unamortized debt issuance costs						(4,971)						(3,087)
Total debt						985,830						636,897
Less: Current maturities						(10,220)						(25,000)
Total long-term debt						$	975,610					$	611,897

 

Revolving Credit Facility and Term Loan

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

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

Revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. The Company borrowed $300.0 million under a term loan on June 30, 2022. The principal balance of the term loans must be repaid in quarterly installments on the last day of each calendar quarter in the amount of $1.9 million commencing September 30, 2022, through June 30, 2024, and in the amount of $3.8 million commencing September 30, 2024, through March 31, 2027, with the remaining outstanding principal balance payable in full on the Maturity Date. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty. During the three 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 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 nine months ended October 1, 2022, the Company paid debt issuance costs of $0.4 million and $2.6 million in connection with the new amended Credit Agreement on June 30, 2022 which, along with the remaining balance of debt issuance costs of the previous credit facility, are being amortized over the life of the new amended Credit Agreement.

Senior Notes

 

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

 

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017. During the nine months ended October 1, 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022.

 

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

 

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

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

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

 

The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At October 1, 2022, the Company was in compliance with all covenants under the Senior Notes.

 

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

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

 

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

 

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

 

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

.

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

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

 

Cash Equivalents

 

Cash equivalents primarily consist of money market funds, which are held with an institution with sound credit rating and are highly liquid. The Company classified cash equivalents as Level 1 and are valued at cost which approximates fair value.

Investments in Equity Securities

 

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

Derivatives Designated as Hedging Instruments

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive (loss) income until the underlying transactions are recognized in earnings. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy, since all significant inputs are corroborated by market observable data.

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

Derivatives Not Designated as Hedging Instruments

On July 14, 2022, the Company entered into a foreign currency exchange forward contract to mitigate the currency fluctuation risk between the Euro and U.S. dollar on its Euro denominated Senior Notes, Series A due 2023. The notional value of the forward contract at July 14, 2023 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 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						October 1, 2022												October 1, 2022
Derivatives designated as cash flow hedges
Interest rate swap agreement						Interest expense, net						$	314											$	335
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 $2.7 million from accumulated other comprehensive (loss) to earnings is expected to be recognized during the next twelve months.

Mutual Funds

 

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

 

There were no changes during the quarter ended October 1, 2022 to the Company’s valuation techniques used to measure asset and liability fair values on 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
(in thousands)						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Total
Cash equivalents						$	83,012					$	—					$	—					$	83,012
Investments in equity securities						10,123						—						—						10,123
Mutual funds						13,037						—						—						13,037
Total						$	106,172					$	—					$	—					$	106,172

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

						Fair Value Measurements Using
(in thousands)						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Total
Cash equivalents						$	12,475					$	—					$	—					$	12,475
Investments in equity securities						26,070						—						—						26,070
Mutual funds						15,021						—						—						15,021
Total						$	53,566					$	—					$	—					$	53,566

In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values. The Company’s Credit Facilities’ 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 Value						Estimated Fair Value						Carrying Value						Estimated Fair Value
Euro Senior Notes, Series A due 2023						$	114,958					$	111,435					$	132,444					$	134,119
Euro Senior Notes, Series B due 2028						93,342						80,581						107,540						110,837
USD Senior Notes, Series A due 2022						—						—						25,000						25,055
USD Senior Notes, Series B due 2027						100,000						93,233						100,000						104,828
USD Senior Notes, Series A due 2025						50,000						47,905						50,000						51,720
USD Senior Notes, Series B due 2030						125,000						111,309						125,000						131,837
USD Senior Notes, due 2032						100,000						89,598						—						—

---

 

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

 

The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other (income) 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:
Service cost						$	725					$	684					$	2,243					$	2,086
Interest cost						607						434						1,879						1,317
Expected return on plan assets						(361)						(361)						(1,144)						(1,099)
Amortization of prior service and net actuarial loss						92						327						289						992
Net periodic benefit cost						$	1,063					$	1,084					$	3,267					$	3,296

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

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(in thousands)						Three Months Ended October 1, 2022																		Three Months Ended September 25, 2021
						Pre-tax						Tax						Net of Tax						Pre-tax						Tax						Net of Tax
Defined benefit pension plan and other adjustments						$	673					$	74					$	599					$	601					$	114					$	487
Cash flow hedge						10,012						2,403						7,609						—						—						—
Foreign currency translation adjustments (1)						(37,289)						(893)						(36,396)						(5,441)						—						(5,441)
Total change in other comprehensive (loss) income						$	(26,604)					$	1,584					$	(28,188)					$	(4,840)					$	114					$	(4,954)
(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
Defined benefit pension plan adjustments						$	1,718					$	170					$	1,548					1,479						209						$	1,270
Cash flow hedge						9,300						2,232						7,068						—						—						—
Foreign currency translation adjustments (1)						(72,671)						(2,315)						(70,356)						$	(5,641)					$	—					$	(5,641)
Total change in other comprehensive (loss) income						$	(61,653)					$	87					$	(61,740)					$	(4,162)					$	209					$	(4,371)

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

The following tables set forth the changes 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 translation adjustment						Accumulated other comprehensive loss
Balance at January 1, 2022						$	(11,928)					$	—					$	(61,535)					$	(73,463)
Activity in the period						1,548						7,068						(70,356)						(61,740)
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
Balance at December 26, 2020						$	(34,141)											$	(57,016)					$	(91,157)
Activity in the period						1,270												(5,641)						(4,371)
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 (income) expense, net within the Condensed Consolidated Statements of Net Income.

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The effective tax rate for the three and nine months ended October 1, 2022 was 21.4% and 17.6%, respectively, compared to the effective tax rate for the three and nine months ended September 25, 2021 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. The effective tax rate for the comparable 2021 period is lower than the applicable U.S. statutory tax rate primarily due to the forecasted impact of income earned in lower tax jurisdictions.

 

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

						Three Months Ended												Nine Months Ended
(in thousands, except per share amounts)						October 1, 2022						September 25, 2021						October 1, 2022						September 25, 2021
Numerator:
Net income as reported						$	75,468					$	92,054					$	280,002					$	231,862
Denominator:
Weighted average shares outstanding
Basic						24,755						24,622						24,726						24,582
Effect of dilutive securities						233						304						260						322
Diluted						24,988						24,926						24,986						24,904
Earnings Per Share:
Basic earnings per share						$	3.05					$	3.74					$	11.32					$	9.43
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 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 not repurchase any shares of its common stock for the three and nine months ended October 1, 2022, and September 25, 2021.

 

The Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions.

 

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

 

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

 

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

						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 Nine Months Ended October 1, 2022												For the Nine Months Ended September 25, 2021
(in millions)						Powersem			EB Tech			ATEC						Powersem			EB Tech			ATEC
Sales to related party						$	—		$	—		$	—					$	0.2		$	—		$	—
Purchase material/service from related party						0.3			0.3			8.8						2.6			0.3			8.9
						October 1, 2022												January 1, 2022
(in millions)						Powersem			EB Tech			ATEC						Powersem			EB Tech			ATEC
Accounts payable balance						$	—		$	—		$	1.7					$	—		$	—		$	1.8

 

The Company and its subsidiaries design, manufacture and sell component, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company reports its operations by the following segments: Electronics, Transportation, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

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

 

•Electronics Segment: Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, electromechanical switches and interconnect solutions, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes; and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related 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: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicle, heavy-duty truck, off-road vehicle, material handling, agricultural, construction and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and

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

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

 

Segment information is summarized as follows: 

						Three Months Ended												Nine Months Ended
(in thousands)						October 1, 2022						September 25, 2021						October 1, 2022						September 25, 2021
Net sales
Electronics						$	397,629					$	347,240					$	1,121,626					$	959,122
Transportation						181,735						124,415						548,266						386,262
Industrial						79,516						67,926						230,754						181,479
Total net sales						$	658,880					$	539,581					$	1,900,646					$	1,526,863
Depreciation and amortization
Electronics						$	19,080					$	15,503					$	48,984					45,998
Transportation						11,331						7,075						32,703						21,094
Industrial						2,180						2,058						6,522						5,957
Total depreciation and amortization						$	32,591					$	24,636					$	88,209					$	73,049
Operating income
Electronics						$	113,140					$	100,524					$	339,675					$	230,283
Transportation						12,987						15,806						57,604						55,380
Industrial						12,178						6,571						39,968						18,452
Other(a)						(16,435)						(2,794)						(30,623)						(11,270)
Total operating income						121,870						120,107						406,624						292,845
Interest expense						8,399						4,602						17,069						13,901
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 third quarter of 2022 was $6.8 million ($11.6 million year-to-date) of purchase accounting inventory step-up charges, $6.2 million ($14.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $3.4 million ($4.3 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

Included in “Other” Operating income for the third quarter of 2021 was $6.8 million year-to-date of purchase accounting inventory step-up charges, $2.0 million ($3.4 million year-to-date) of legal and professional fees and other integration expenses related to Hartland and other contemplated acquisitions, and $0.8 million ($2.0 million year-to-date) of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, there was a year-to-date gain of $0.9 million recorded for the sale of a building within the Electronics segment.

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

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

 

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

 

(in thousands)						October 1, 2022						January 1, 2022
Long-lived assets
United States						$	76,191					$	57,923
China						120,079						122,867
Mexico						105,290						107,283
Germany						36,033						39,055
Philippines						74,967						74,918
Other countries(a)						45,674						35,843
Total long-lived assets						$	458,234					$	437,889

 

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

 

						Nine Months Ended
(in thousands)						October 1, 2022						September 25, 2021
Additions to long-lived assets
United States						$	9,761					$	3,696
China						23,449						13,790
Mexico						21,169						22,518
Germany						3,246						6,994
Philippines						13,118						10,109
Other countries(a)						4,269						3,527
Total additions to long-lived assets						$	75,012					$	60,634

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

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