Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One) for the fiscal year ended January 1, 2005 or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from to
Commission file number 0-20388
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3795742
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 East Northwest Highway,
Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
847/824-1188
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of 20,695,900 shares of voting stock held by
non-affiliates of the registrant was approximately $871,918,267 based on the
last reported sale price of the registrant's Common Stock as reported on The
Nasdaq Stock Market on July 2, 2004.
As of February 25, 2005, the registrant had outstanding 22,563,336 shares
of Common Stock.
Portions of the following documents have been incorporated herein by
reference to the extent indicated herein:
Littelfuse, Inc. Proxy Statement for the 2005 Annual Meeting of
Stockholders (the "Proxy Statement") --Part III. Littelfuse, Inc. Annual
Report to Stockholders for the year ended January 1, 2005 (the "Annual
Report to Stockholders") -- Parts II and III.
PART I
ITEM 1. BUSINESS
GENERAL
Littelfuse, Inc. (the "Company" or "Littelfuse") is the world's leading supplier
of circuit protection products for the electronics industry. The Company
provides the broadest line of circuit protection solutions to worldwide
customers. The Company is also the leading provider of circuit protection for
the automotive industry and the third largest producer of electrical fuses in
North America.
The Company serves customers in three major product areas of the circuit
protection market: electronic, automotive and electrical. In the electronic
market, the Company supplies leading manufacturers such as Alcatel, Celestica,
Compaq, Delta, Flextronics, Fuji, GE, HP, Huawei, Hughes, IBM, Intel, Jabil,
Legend, LG, Matsushita, Motorola, Nokia, Palm, Quanta, Samsung, Sanmina-SCI,
Sanyo, Selectron, Siemens, Sony and Toshiba. In the automotive market, the
Company's customers include major automotive manufacturers in North America,
Europe and Asia such as BMW, DaimlerChrysler, Ford Motor, General Motors, Honda
Motor, Hyundai and Toyota. The Company also supplies wiring harness
manufacturers and auto parts suppliers worldwide, including Alcoa Fujikawa, Auto
Zone, Delphi, Lear, Pep Boys, Siemens VDO and Yazaki. In the electrical market,
the Company supplies representative customers such as Abbott, Carrier, Dow
Chemical, DuPont, GE, General Motors, Heinz, International Paper, John Deere,
Lithonia Lighting, Marconi, Merck, Otis Elevator, Poland Springs, Procter &
Gamble, Rockwell and 3M. See "Business Environment: Circuit Protection Market."
The Company manufactures many of its products on fully integrated manufacturing
and assembly equipment. The Company maintains product quality through a Global
Quality Management System with all manufacturing sites certified under ISO
9001:2000. In addition, several of the Littelfuse manufacturing sites are also
certified under TS 16949 and ISO 14001.
The Company's products are sold worldwide through a direct sales force and
manufacturers' representatives. For the year ended January 1, 2005,
approximately 60.4% of the Company's net sales were to customers outside the
United States (exports and foreign operations).
References herein to "2002" or "fiscal 2002" refer to the fiscal year ended
December 28, 2002. References herein to "2003" or "fiscal 2003" refer to the
fiscal year ended January 3, 2004. References herein to "2004" or "fiscal 2004"
refer to the fiscal year ended January 1, 2005.
The Company's annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports are currently
available free of charge through the "Investor Relations" section of the
Company's Internet website (http://www.littelfuse.com) as soon as practicable
after such material is electronically filed with, or furnished to, the
Securities and Exchange Commission as well as on the website maintained by the
SEC at http://www.sec.gov.
BUSINESS ENVIRONMENT: CIRCUIT PROTECTION MARKET
The Company serves customers in three major product areas of the circuit
protection market: electronic, automotive and electrical. Net sales by product
area for the periods indicated are as follows:
FISCAL YEAR
(IN THOUSANDS)
-----------------------------------------
2004 2003 2002
----------- ----------- -----------
Electronic $ 325,627 $ 206,523 $ 150,838
Automotive 114,736 98,327 98,235
Electrical 59,879 34,560 34,194
----------- ----------- -----------
Total $ 500,242 $ 339,410 $ 283,267
=========== =========== ===========
ELECTRONIC PRODUCTS
Electronic circuit protection products are used to protect circuits in a
multitude of electronic systems. The Company's product offering includes a
complete line of overcurrent and overvoltage solutions including: (1) fuses and
protectors, (2) positive temperature coefficient, (PTC) resettables, (3)
varistors, (4) electrostatic discharge (ESD) suppressors, (5) discrete transient
voltage suppression (TVS) diodes, TVS diode arrays and protection thyristors,
(6) gas discharge tubes, (7) power switching components, and (8) fuseholders,
blocks and other.
2
Electronic fuses and protectors are devices that contain an element which melts
in an overcurrent condition. Electronic miniature and subminiature fuses are
designed to provide circuit protection in the limited space requirements of
electronic equipment. The Company's fuses are used in a wide variety of
electronic products, including wireless telephones, consumer electronics,
computers, modems and telecommunications equipment. The Company markets these
products under the following trademarked and brand names: PICO(R) II and NANO2
(R) SMF.
Resettables are positive temperature coefficient (PTC) polymer devices that
limit the current when an overcurrent condition exists and then reset themselves
once the overcurrent condition has cleared. The Company's product line offers
both radial leaded and surface mount products.
Varistors are ceramic-based high-energy absorption devices that provide
transient overvoltage and surge suppression for automotive, telecommunication,
consumer electronics and industrial applications. The Company's product line
offers both radial leaded and multilayer surface mount products.
Electrostatic discharge (ESD) suppressors are polymer-based devices that protect
an electronic system from failure due to rapid transfer of electrostatic charge
to the circuit. The Company's PulseGuard(R) line of ESD suppressors is used in
PC and PC peripherals, digital consumer electronics and wireless applications.
Discrete diodes, diode arrays and protection thyristors are fast switching
silicon semiconductor structures. Discrete diodes protect a wide variety of
applications from overvoltage transients such as ESD, inductive load switching
or lightning, while diode arrays are used primarily as ESD suppressors.
Protection thyristors are commonly used to protect telecommunications circuits
from overvoltage transients such as those resulting from lightning. Applications
include telephones, modems, data transmission lines and alarm systems. The
Company markets these products under the following trademarked brand names:
TECCOR(R), SIDACtor(R) and Battrax(R).
Gas discharge tubes are very low capacitance devices designed to suppress any
transient voltage event that is greater than the breakover voltage of the
device. These devices are primarily used in telecom interface and conversion
equipment applications as protection from overvoltage transients such as
lightning.
Power switching components are used to regulate energy to various type loads
most commonly found in industrial and home equipment. These components are
easily activated from simple control circuits or interfaced to computers for
more complex load control. Typical applications include heating, cooling,
battery chargers and lighting.
In addition to the above products, the Company is also a supplier of fuse
holders (including OMNI-BLOK(R)), fuse blocks and fuse clips primarily to
customers that purchase circuit protection devices from the Company.
AUTOMOTIVE PRODUCTS
Fuses are extensively used in automobiles, trucks, buses and off-road equipment
to protect electrical circuits and the wires that supply electrical power to
operate lights, heating, air conditioning, radios, windows and other controls.
Currently, a typical automobile contains 30 to 100 fuses, depending upon the
options installed. The fuse content per vehicle is expected to continue to grow
as more electronic features are included in automobiles. The Company also
supplies fuses for the protection of electric and hybrid vehicles.
The Company is a primary supplier of automotive fuses to United States, Asian
and European automotive OEMs, automotive component parts manufacturers and
automotive parts distributors. The Company also sells its fuses in the
replacement parts market, with its products being sold through merchandisers,
discount stores and service stations, as well as under private label by national
firms. The Company invented and owns most of the U.S. patents related to the
blade type fuse which is the standard and most commonly used fuse in the
automotive industry. The Company's automotive fuse products are marketed under
the following trademarked brand names: ATO(R), MINI(R), MAXI(TM), MIDI(R),
MEGA(TM) and CablePro(TM).
A majority of the Company's North American automotive fuse sales are made to
wire harness manufacturers that incorporate the fuses into their products. The
remaining automotive fuse sales are made directly to automotive manufacturers
and through distributors who in turn sell most of their products to automotive
product wholesalers, such as warehouse distributors, discount stores and service
stations.
The Company has licensed its patented MINI(R) and MAXI(TM) automotive fuse
designs to Bussmann, a division of Cooper Industries. Bussmann is the Company's
largest domestic competitor. Additionally, the Company has entered into a
licensing agreement with Pacific Engineering Company, Ltd., a Japanese fuse
manufacturer, which produces and distributes the Company's
3
patented MINI(R) fuses to Asian automotive OEMs and wire harness manufacturers.
See "Business - Patents, Trademarks and Other Intellectual Property" and "-
Competition."
ELECTRICAL PRODUCTS
The Company entered the electrical market in 1983 and manufactures and sells a
broad range of low-voltage and medium-voltage circuit protection products to
electrical distributors and their customers in the construction, original
equipment manufacturers ("OEM") and industrial maintenance and repair operations
("MRO") markets.
Power fuses are used to protect circuits in various types of industrial
equipment and circuits in industrial plants, office buildings and residential
units. They are rated and listed under one of many Underwriters' Laboratories
fuse classifications. Major applications for power fuses include protection from
over-load and short-circuit currents in motor branch circuits, heating and
cooling systems, control systems, lighting circuits and electrical distribution
networks.
The Company's POWR-GARD(R) product line features the Indicator(TM) series power
fuse used in both the OEM and MRO markets. The Indicator(TM) technology provides
visual blown fuse indication at a glance, reducing maintenance and downtime on
production equipment. The Indicator(TM) product offering is widely used in motor
protection and industrial control panel applications.
PRODUCT DESIGN AND DEVELOPMENT
The Company employs scientific, engineering and other personnel to continually
improve its existing product lines and to develop new products at its research
and engineering facilities in Des Plaines, Illinois, Irving, Texas, Swindon, UK,
Witten and Dunsen, Germany and Dundalk, Ireland. The Product Technology
Department maintains a staff of engineers, chemists, material scientists and
technicians whose primary responsibility is the design and development of new
products.
Proposals for the development of new products are initiated primarily by sales
and marketing personnel with input from customers. The entire product
development process ranges from several months to 18 months based on complexity
of development with continuous efforts to reduce the development cycle. During
fiscal years 2004, 2003 and 2002, the Company expended $17.6 million, $8.7
million and $8.3 million, respectively, on product design and development.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Company generally relies on patent and trademark laws and license and
nondisclosure agreements to protect intellectual property and proprietary
products. In cases where it is deemed necessary by management, key employees are
required to sign an agreement that they will maintain the confidentiality of the
Company's proprietary information and trade secrets. This information, for
business reasons, is not disclosed to the public.
As of January 1, 2005, the Company owned 162 patents in North America, 70
patents in the European Economic Community and 25 patents in other foreign
countries. The Company has also registered trademark protection for certain of
its brand names and logos. The 162 North American patents are in the following
product categories: 109 electronic, 26 automotive, 27 electrical .
New products are continually being developed to replace older products. The
Company regularly applies for patent protection on such new products. Although
in the aggregate the Company's patents are important in the operation of its
businesses, the Company believes that the loss by expiration or otherwise of any
one patent or group of patents would not materially affect its business.
The Company currently licenses its MINI(R) and MAXI(TM) automotive fuse
technology to Bussmann, a division of Cooper Industries and the Company's
largest domestic competitor. The license granted in 1987 is nonexclusive and
grants the Company the right to receive royalties of 4% of the licensee's
revenues from the sale of the licensed products with an annual minimum of
$25,000. This license expires upon the expiration of the licensed product
patents.
In addition, a second license covering the MINI(R) fuse technology was granted
to Pacific Engineering Company, Ltd., a Japanese manufacturer that produces and
distributes the Company's patented automotive fuses to Asian-based automotive
OEMs and wire harness manufacturers. The license provides the Company with
royalties of 2.5% of the licensee's revenues from the sale of the licensed
products, with an annual minimum of $100,000. This second license expires on
April 6, 2006.
License royalties amounted to $0.5 million, $0.4 million and $0.4 million for
fiscal 2004, 2003 and 2002, respectively.
4
MANUFACTURING
The Company performs the majority of its own fabrication and stamps some of the
metal components used in its fuses, holders and switches from raw metal stock
and makes its own contacts and springs. In addition, the Company fabricates
silicon wafers for certain applications and performs its own plating (silver,
nickel, zinc, tin and oxides). All thermoplastic molded component requirements
used for such products as the ATO(R), MINI(R) and MAXI(TM) fuse product lines
are met through the Company's in-house molding capabilities.
After components are stamped, molded, plated and readied for assembly, final
assembly is accomplished on fully automatic and semi-automatic assembly
machines. Quality assurance and operations personnel, using techniques such as
Statistical Process Control, perform tests, checks and measurements during the
production process to maintain the highest levels of product quality and
customer satisfaction.
The principal raw materials for the Company's products include copper and copper
alloys, heat resistant plastics, zinc, melamine, glass, silver, raw silicon,
solder and various gases. The Company depends upon a sole source for several
heat resistant plastics and zinc. The Company believes that suitable alternative
heat resistant plastics and zinc are available from other sources at prices that
would not have a material adverse effect on the Company. All of the other raw
materials are purchased from a number of readily available outside sources.
A computer-aided design and manufacturing system (CAD/CAM) expedites product
development and machine design and our laboratories test new products, prototype
concepts and production run samples. The Company participates in "Just-in-Time"
delivery programs and with many of its major suppliers and actively promotes the
building of strong cooperative relationships with its suppliers by utilizing
Early Supplier Involvement techniques and involving them in pre-engineering
product and process development.
MARKETING
The Company's domestic sales and marketing staff of over 75 people maintains
relations with major OEMs and distributors. The Company's sales, marketing and
engineering personnel interact directly with the OEM engineers to ensure
appropriate circuit protection and reliability within the parameters of the
OEM's circuit design. Internationally, the Company maintains a sales and
marketing staff of over 40 people and sales offices in The Netherlands, England,
France, Germany, Spain, Ireland, Singapore, Taiwan, Japan, Brazil, Hong Kong,
Korea and China. The Company also markets its products indirectly through a
worldwide organization of over 120 manufacturers' representatives and
distributes through an extensive network of electronic, automotive and
electrical distributors.
ELECTRONIC
The Company retains manufacturers' representatives to sell its electronic
products and to call on major domestic and international OEMs and distributors.
The Company distributes approximately one-third of its domestic products
directly to OEMs, with the remainder sold through distributors nationwide.
In the Asia-Pacific region, the Company maintains a direct sales staff and
utilizes manufacturers' representatives and distributors in Japan, Singapore,
Korea, Taiwan, China, Malaysia, Thailand, Hong Kong, India, Indonesia,
Philippines, New Zealand and Australia. In Europe, the Company maintains a
direct sales force and utilizes manufacturers' representatives and distributors
to support a wide array of customers.
AUTOMOTIVE
The Company maintains a direct sales force to service all the major automotive
OEMs (including the United States manufacturing operations of foreign-based
OEMs) through both the engineering and purchasing departments of these
companies. Twenty-two manufacturers' representatives represent the Company's
products to aftermarket fuse retailers such as Autozone and Pep Boys. In Europe,
the Company uses both a direct sales force and manufacturers' representatives to
distribute its products to BMW, Volvo, Saab, Jaguar and other OEMs, as well as
aftermarket distributors. In the Asia-Pacific region, the Company has licensed
its automotive fuse technology to a Japanese firm, which supplies the majority
of the automotive fuses to the Japanese customers in the region, including
Toyota, Honda and Nissan.
ELECTRICAL
5
The Company markets and sells its power fuses through manufacturers'
representatives across North America. These representatives sell power fuse
products through an electrical distribution network comprised of approximately
1,600 distributor buying locations. These distributors have customers that
include electrical contractors, municipalities, utilities and factories
(including both MRO and OEM).
The Company's field sales force (including regional sales managers and
application engineers) and manufacturers' representatives call on both
distributors and end-users (consulting engineers, municipalities, utilities and
OEMs) in an effort to educate these customers on the capabilities and
characteristics of the Company's products.
BUSINESS SEGMENT INFORMATION
The Company has three reportable geographic business segments: Americas, Europe
and Asia-Pacific. For information with respect to the Company's operations in
its three geographic areas for the fiscal year ended January 1, 2005, see
Business Segment Information included as part of "Item 8. Financial Statements
and Supplementary Data"- incorporated herein by reference.
CUSTOMERS
The Company sells to over 10,000 customers worldwide. No single customer
accounted for more than 10% of net sales during the last three years. During the
2004, 2003 and 2002 fiscal years, net sales to customers outside the United
States (exports and foreign operations) accounted for approximately 60.4%, 55.9%
and 53.7%, respectively, of the Company's total net sales.
COMPETITION
The Company's products compete with similar products of other manufacturers,
some of which have substantially greater financial resources than the Company.
In the electronics market, the Company's competitors include AVX, Bel Fuse,
Bourns, Cooper Electronics, EPCOS, Raychem Division of TYCO International, San-O
Industrial Corp., and STMicroelectronics. In the automotive market, the
Company's competitors, both in sales to automobile manufacturers and in the
aftermarket, include Bussmann Division of Cooper Industries and MTA in Italy.
The Company licenses several of its automotive fuse designs to Bussmann. In the
electrical market, the Company's major competitors include Cooper Bussmann and
Ferraz Shawmut. The Company believes that it competes on the basis of innovative
products, the breadth of its product line, the quality and design of its
products and the responsiveness of its customer service in addition to price.
BACKLOG
The backlog of unfilled orders at January 1, 2005, was approximately $49.0
million, compared to $55.4 million at January 3, 2004. Substantially all of the
orders currently in backlog are scheduled for delivery in 2005.
EMPLOYEES
As of January 1, 2005, the Company employed 5,822 persons. Approximately 40
employees in the U.S., 1,430 employees in Mexico, 135 employees in Ireland and
541 employees in Germany are covered by collective bargaining agreements. The
U.S. agreement expires on March 31, 2005 for 40 employees, the Mexico agreement
expires February 28, 2006 for 1,430 employees, the Ireland agreement expires
December 31, 2006 for 135 employees, and the Germany agreement expires December
31, 2005 for 459 employees and February 28, 2006 for 82 employees. Overall, the
Company has historically maintained satisfactory employee relations and many of
its employees have long experience with the Company.
ENVIRONMENTAL REGULATION
The Company is subject to numerous federal, state and local regulations relating
to air and water quality, the disposal of hazardous waste materials, safety and
health. Compliance with applicable environmental regulations has not
significantly changed the Company's competitive position, capital spending or
earnings in the past and the Company does not presently anticipate that
compliance with such regulations will change its competitive position, capital
spending or earnings for the foreseeable future. The Company employs an
environmental engineer to monitor regulatory matters and believes that it is
currently in compliance in all material respects with applicable environmental
laws and regulations, except with respect to its facilities located in Ireland
and Irving, Texas. The Ireland facility was acquired in October 1999 in
connection with the acquisition of the Harris suppression products division.
Certain containment actions haven been ongoing and full disclosure with
appropriate agencies in Ireland has been initiated. The Company received an
indemnity from Harris Corporation with respect to these matters. The Irving,
Texas facility lease was assumed in July 2003 in connection with the acquisition
of Teccor Electronics, Inc. The Company is taking the appropriate measures
6
to bring this facility into compliance with Texas environmental laws, and the
Company also received an indemnity from Invensys plc with respect to this
matter. Heinrich Industries, AG ("Heinrich"), acquired by the company in May
2004, is responsible for maintaining coal mine shaft entrances and is compliant
with German regulations pertaining to the maintenance of the mines.
RISKS AND UNCERTAINTIES
The Company's business is subject to several risks and uncertainties, including:
(a) the highly competitive nature of the Company's industry and the impact that
competitors' new products and pricing may have upon the Company, (b) risks
associated with the Company's ability to manufacture and deliver products in a
manner that is responsive to its customers' needs, (c) risks of business
interruption resulting from labor disputes and (d) the likelihood that revenues
may vary significantly from one accounting period to another due to a variety of
factors, including customers' buying decisions, the Company's product mix and
general market and economic conditions. Such factors, as well as shortfalls in
the Company's results of operations as compared with analysts' expectations,
capital market conditions and general economic conditions, may also cause
substantial volatility in the market price of the Company's common stock.
ITEM 2. PROPERTIES
LITTELFUSE FACILITIES
The Company's operations are located in 35 owned or leased facilities worldwide,
representing an aggregate of approximately 1,725,004 square feet. The U.S.
headquarters and largest manufacturing facility are located in Des Plaines,
Illinois, supported by the Company's North American distribution center in
nearby Elk Grove Village, Illinois. The Company has additional North American
manufacturing facilities in Arcola, Illinois, Irving, Texas and two plants in
Mexico. The European headquarters and primary European distribution centers are
in the Netherlands and Germany, with manufacturing plants in England, Ireland,
Switzerland, Germany, Poland and Hungary. Asian operations include sales and
distribution centers located in Singapore, Taiwan, Japan, China and Korea, with
manufacturing plants in China and the Philippines. The Company does not believe
that it will encounter any difficulty in renewing its existing leases upon the
expiration of their current terms. Management believes that the Company's
facilities are adequate to meet its requirements for the foreseeable future.
The following table provides certain information concerning the Company's
facilities:
LEASE
SIZE LEASE/ EXPIRATION
LOCATION USE (SQ.FT.) OWN DATE PRIMARY PRODUCT
- ----------------------- -------------------- -------- ------- ----------- -------------------
Des Plaines, Illinois Administrative, 340,000 Owned - Auto, Electronic,
Engineering, Electrical
Manufacturing,
Testing and Research
Irving, Texas Administrative, 101,000 Leased 2005 Electronic
Engineering,
Manufacturing,
Testing and Research
Brownsville, Texas Distribution 20,000 Leased 2009 Electronic
Matamoros, Mexico Manufacturing 77,500 Leased 2005 Electronic
Matamoros, Mexico Administrative, 14,000 Leased 2005 Electronic
Manufacturing
Arcola, Illinois Manufacturing 36,000 Owned - Electrical
Atlanta, Georgia Sales 16,866 Owned - Electronic
Piedras Negras, Mexico Manufacturing, 208,995 Leased 2007 Electronic and
Electrical
Piedras Negras, Mexico Warehousing 5,000 Leased 2005 Electronic and
Electrical
Redditch, England Sales 450 Leased 2006 Electronic
Swindon, England Manufacturing 55,000 Owned - Electronic
7
Utrecht,the Netherlands Sales, 34,642 Owned - Auto and Electronic
Administrative and
Distribution
Grenchen, Switzerland Manufacturing 11,000 Owned - Auto
Germany Administrative 83,682 Owned - Auto, Electronic,
Electrical
Dunsen, Germany Manufacturing, Sales 36,765 Owned - Auto
Eltville, Germany Manufacturing, Sales 74,862 Owned - Electrical
Schwabach, Germany Manufacturing, Sales 10,395 Leased 2005 Electrical
Uebigau, Germany Manufacturing 63,099 Owned - Electrical
Witten, Germany Manufacturing, Sales 168,939 Owned - Electronic
Ungarn, Hungary Manufacturing, Sales 17,496 Leased 2005 Electrical
Polska, Poland Sales 3,420 Leased 2005 Electrical
LEASE
SIZE LEASE/ EXPIRATION
LOCATION USE (SQ.FT.) OWN DATE PRIMARY PRODUCT
- ----------------- ------------- -------- ------ ---------- -------------------
Singapore Sales and 15,696 Leased 2006 Electronic & Auto
Distribution
Seoul, Korea Sales 4,589 Leased 2005 Electronic and Auto
Philippines Manufacturing 58,127 Owned - Electronic
Dongguan, China Manufacturing 33,327 Leased 2007 Electronic
Dongguan, China Manufacturing 13,230 Leased 2007 Electrical
Suzhou, China Manufacturing 43,913 Owned - Electronic
Suzhou, China Warehousing 26,039 Leased 2006 Electronic
Hong Kong, China Sales 2,000 Leased 2006 Electronic
Hong Kong Sales 3,636 Leased 2005 Electronic
Taipei, Taiwan Sales 255 Leased 2007 Electronic
Yokohama, Japan Sales 6,243 Leased 2005 Electronic
Yokohama, Japan Distribution 17,858 Leased 2005 Electronic
Sao Paulo, Brazil Sales 800 Leased 2005 Electronic & Auto
Dundalk, Ireland Manufacturing 120,000 Owned - Electronic & Auto
Properties with lease expirations in 2005 renew at various times throughout the
year. At this point, the Company does not anticipate any material impact as a
result of such expirations.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings that it believes will have a
material adverse effect upon the conduct of its business or its financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Company's stockholders during the fourth
quarter of fiscal 2004.
8
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
NAME AGE POSITION
---- --- --------
Howard B. Witt.................................. 64 Chairman, President and Chief Executive Officer (1)
Gordon Hunter................................... 53 Chief Operating Officer(2)
Kenneth R. Audino............................... 61 Vice President, Organizational Development and Total Quality
Management
Philip G. Franklin.............................. 53 Vice President, Operations Support and Chief Financial
Officer
Dal Ferbert..................................... 50 Vice President and General Manager of the Electrical
Business Unit
David W. Heinzmann.............................. 41 Vice President and General Manager of the Automotive
Business Unit
David R. Samyn.................................. 44 Vice President and General Manager of the Electronics
Business Unit
Elizabeth C. Calhoun............................ 43 Vice President, Human Resources
Mary S. Muchoney................................ 59 Corporate Secretary
(1) Retired December 31, 2004, currently serves as a director.
(2) Chairman, President and Chief Executive Officer effective January 1, 2005.
Officers of Littelfuse are elected by the Board of Directors and serve at the
discretion of the Board.
Howard B. Witt was elected as the Chairman of the Board of the Company in May,
1993. He was promoted to President and Chief Executive Officer of the Company in
February 1990. As of January 1, 2005, Mr Witt retired from the position of
Chairman, President and Chief Executive Officer. Prior to his appointment as
President and Chief Executive Officer, Mr. Witt served in several other key
management positions since joining the Company as Operations Manager in 1979.
Mr. Witt serves as a Director of Franklin Electric Co., Inc. and is a member of
the Electronic Industries Alliance Board of Directors. He also serves as a
director of the Artisan Mutual Fund.
Gordon Hunter, Chief Operating Officer, had the responsibility for global sales
and production. As of January 1, 2005, Mr. Hunter assumed the role of Chairman,
President and Chief Executive Officer. Mr. Hunter has been a member of the Board
of Directors of the Company since June 2002, where he has served as Chairman of
the Technology Committee. Prior to joining Littelfuse, Mr. Hunter was employed
with Intel Corporation, where he was Vice President, Intel Communications Group,
and General Manager, Optical Products Group responsible for managing the access
and optical communications business segments, from 2002 to 2003. From 1997 to
2002, he also served as a Vice President for Raychem Corporation. His experience
includes 20 years with Raychem Corporation in the United States and Europe, with
responsibilities in sales, marketing, engineering and general management.
Kenneth R. Audino, Vice President, Organizational Development and Total Quality
Management, is responsible for the Company's overall quality, reliability and
environmental compliance, quality systems and Des Plaines product evaluation
laboratories. Mr. Audino joined Littelfuse as a Control Technician in 1964. From
1964 to 1977, he progressed through several quality and reliability positions to
Manager of Reliability and Standards. In 1983, he became Managing Director of
the European Headquarters and later was named Corporate Director of Quality
Assurance and Reliability. He was promoted to his current position in 1998.
Philip G. Franklin, Vice President, Operations Support and Chief Financial
Officer, has responsibility for investor relations, accounting, information
systems and global supply chain functions of the Company. Mr. Franklin joined
the Company in 1998 from OmniQuip International, a $450 million construction
equipment manufacturer which he helped take public.
9
Dal Ferbert, Vice President and General Manager of the Electrical Business Unit,
is responsible for the management of daily operations, sales, marketing and
strategic planning efforts of the Electrical Business Unit (POWR-GARD Products).
Mr. Ferbert joined the Company in 1976 as a member of the electronic distributor
sales team. From 1980 to 1989 he served in the Materials Management Department
as a buyer and then Purchasing Manager. In 1990, he was promoted to National
Sales Manager of the Electrical Business Unit and then promoted to his current
position in 2004.
David W. Heinzmann, Vice President and General Manager of the Automotive Unit,
is responsible for marketing, sales, product development and manufacturing for
all automotive customers and products. Mr. Heinzmann began his career at the
Company in 1985, and possesses a broad range of experience within the
organization. He has held positions as a Manufacturing Manager, Quality Manager,
Plant Manager and Product Development Manager. Mr. Heinzmann also served as
Director of Global Operations of the Electronics Business Unit from early 2000
through 2003.
David R. Samyn, Vice President and General Manager of the Electronics Unit, is
responsible for marketing, sales, product development and manufacturing for all
electronics customers and products. Mr. Samyn joined the Company's management
team in January 2003 as General Manager of the Electronics Business Unit. Prior
to joining the Company, Mr. Samyn served as Vice President - Global Sales with
Airfiber, Inc., an optical wireless telecom company in San Diego, CA from 2001
to 2003. Before that, Mr. Samyn spent five years with ADC Telecommunications
where he took on global sales and marketing responsibilities.
Elizabeth Calhoun, Vice President, Director of Human Resources, has
responsibility for the worldwide human resource function. Ms. Calhoun joined the
Company in November 2004 with over seventeen years of experience in human
resources. Prior to joining Littelfuse, she was Director , Human Resources -
Home Services for Sears Roebuck and Company in Hoffman Estates, IL from 2002 to
2004. Ms. Calhoun's career also includes human resources management positions
with Pepsi Bottling Group, Inc., from 1995 to 2002.
Mary S. Muchoney has served as Corporate Secretary since 1991, after joining
Littelfuse in 1977. She is responsible for providing all secretarial and
administrative functions for the President and Littelfuse Board of Directors.
Ms. Muchoney is a member of the American Society of Corporate Secretaries.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth under "Quarterly Stock Prices" on page 42 of the
Annual Report to Stockholders is incorporated herein by reference. As of
February 26, 2005, there were 173 holders of record of the Company's Common
Stock and approximately 5000 beneficial holders of its Common Stock.
Shares of the Company's Common Stock are traded under the symbol "LFUS" on The
Nasdaq Stock Market.
The Company has not paid any cash dividends in its history. Future dividend
policy will be determined by the Board of Directors based upon their evaluation
of earnings, cash availability and general business prospects. Currently, there
are restrictions on the payment of dividends contained in the Company's credit
agreements which relate to the maintenance of a minimum net worth and certain
financial ratios. There were no stock repurchases made in the fourth quarter of
fiscal year 2004.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under "Selected Financial Data - Five Year Summary" on
page 42 of the Annual Report to Stockholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 15 through 21 of the
Annual Report to Stockholders is incorporated herein by reference.
10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The information set forth under "Market Risk" on page 20 of the Annual Report to
Stockholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Reports of Independent Registered Public Accounting Firm and the
Consolidated Financial Statements and notes thereto of the Company set forth on
pages 23 through 42 of the Annual Report to Stockholders are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to the Company's management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report on Form 10-K for
January 1, 2005, the Chief Executive Officer and Chief Financial Officer of the
Company evaluated the effectiveness of the disclosure controls and procedures of
the Company and concluded that these disclosure controls and procedures are
effective to ensure that material information relating to the Company and its
consolidated subsidiaries has been made known to them by the employees of the
Company and its consolidated subsidiaries during the period preceding the
filing of this Report. There were no significant changes in the Company's
internal controls during the period covered by this Report that could materially
affect these controls or could reasonably be expected to materially affect the
Company's internal control reporting, disclosures and procedures subsequent to
the last day they were evaluated by the Chief Executive Officer and Chief
Financial Officer of the Company.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Littelfuse, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-(f). Littelfuse, Inc.'s internal
control system was designed to provide reasonable assurance to the Company's
management and the Board of Directors regarding the preparation and fair
presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation.
An internal control significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects the company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement of the company's
annual or interim financial statements that is more than inconsequential will
not be prevented or detected. An internal control material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected.
Littelfuse, Inc.'s management assessed the effectiveness of the Company's
internal control over financial reporting as of January 1, 2005 based upon the
framework in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). This assessment
identified material weaknesses in the Company's approval process over journal
entries and a lack of adequate controls over the accounting for foreign currency
translations. Specifically, certain managers had the ability to record journal
entries of significant amounts in the Company's consolidation process without
adequate review or supporting documentation. Additionally, a number of
adjustments to the amounts reported in the Consolidated Balance Sheet and
Statement of Cash Flows were needed due to the failure and lack of controls
mentioned above. The Company recorded an adjustment to increase both accrued
liabilities and inventory without adequate support review that was subsequently
corrected after it was determined it was recorded in error. The increase in
accrued liabilities should have been an increase to foreign currency
translation. Additionally, two significant adjustments were made to correct the
amount reported as "Effect of exchange rate changes in cash" in the consolidated
statements of Cash Flows, which impacted cash flows from operating activities
and cash flows from financing activities.
Because of the material weaknesses described above, management concluded that,
as of January 1, 2005, the Company's internal control over financial reporting
was not effective based on those criteria.
Littelfuse, Inc.'s independent registered public accounting firm, Ernst & Young
LLP, has issued an audit report on our assessment of the Company's internal
control over financial reporting and the effectiveness of the Company's internal
control over financial reporting. Their report appears on page 24 of the Annual
Report in Exhibit 13.1.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There was no change in the Company's internal control over financial reporting
that occurred during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS
The company has implemented the following remediation steps to address the
material weakness discussed above:
- - Additional procedures have been implemented over the journal entry
approval process.
- - The Company will hire additional financial reporting personnel who have
relevant experience with foreign currency translation.
- - Additional procedures will be implemented to review on a quarterly basis
the foreign currency translation component of accumulated comprehensive
income and the impact of foreign exchange on cash and cash equivalents.
ITEM 9B. OTHER INFORMATION
None.
11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy Statement is
incorporated herein by reference. Please also refer to the information set forth
under "Executive Officers of the Registrant" in Part I of this Report. The
Company maintains a code of ethics for our chief executive officer and senior
financial officers, which is available for public viewing on the Company's web
site (www.littelfuse.com) under the heading "Investors - Corporate Governance."
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under "Compensation of Executive Officers" in the
Proxy Statement is incorporated herein by reference, except for the sections
captioned "Reports of the Compensation Committee on Executive Compensation" and
"Company Performance."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under "Ownership of Littelfuse, Inc. Common Stock" in
the Proxy Statement is incorporated herein by reference.
STOCK PLAN DISCLOSURE
The following table represents the Company's equity compensation plans,
including both stockholder approved plans and non-stockholder approved plans.
The section entitled "Compensation of Directors" in the Proxy Statement contains
a summary explanation of the Stock Plan for New Directors of Littelfuse, Inc.,
which has been adopted without the approval of stockholders and is incorporated
herein by reference.
NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE
TO BE ISSUED UPON WEIGHTED-AVERAGE FOR FUTURE ISSUANCE
EXERCISE OF EXERCISE PRICE OF UNDER EQUITY
PLAN CATEGORY OUTSTANDING OPTION OUTSTANDING OPTIONS COMPENSATION PLANS
- ------------------------------ -------------------- ------------------- --------------------
Equity compensation plans
approved by security holders 1,650,440 $ 26.97 439,030
Equity compensation plans not
approved by security holders 10,000 $ 23.48 15,000
Total 1,660,440 $ 26.97 454,030
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under "Certain Relationships and Related Transactions"
in the Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information set forth under "Audit and Non-Audit Fees" in the Proxy
Statement is incorporated herein by reference. Information relating to the
Company's auditors and the Audit Committee's pre-approval policies can be
found under the caption "Report of the Audit Committee" in the Proxy Statement
which is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
(1) Financial Statements. The following financial statements included in
the Annual Report to Stockholders are incorporated herein by
reference.
12
(i) Reports of Independent Registered Public Accounting Firm
(pages 23-24).
(ii) Consolidated Balance Sheet as of January 1, 2005, and January 3,
2004 (page 25).
(iii) Consolidated Statements of Income for the years ended January 1,
2005, January 3, 2004, and December 28, 2002 (page 26).
(iv) Consolidated Statements of Cash Flows for the years ended January 1,
2005, January 3, 2004, and December 28, 2002 (page 27).
(v) Consolidated Statements of Shareholders' Equity for the years ended
January 1, 2005, January 3, 2004, and December 28, 2002 (page 28).
(vi) Notes to Consolidated Financial Statements (pages 29-42).
(2) Financial Statement Schedules. The following financial statement
schedule is submitted herewith for the periods indicated therein.
(i) Schedule II-Valuation and Qualifying Accounts and Reserves
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and,
therefore, have been omitted.
(3) Exhibits
See Exhibit Index on pages 16-17.
(b) Exhibits
See Exhibit Index on pages 16 to 17.
(c) Financial Statement Schedules
13
LITTELFUSE, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
ADDITIONS
CHARGED TO
BALANCE AT COSTS AND OTHER BALANCE AT
BEGINNING EXPENSES DEDUCTIONS INCREASES END OF
DESCRIPTION OF YEAR (A) (B) (C) YEAR
- ---------------------------------- ---------- --------- ---------- ---------- ----------
Year ended January 1, 2005
Allowance for losses on
accounts receivable............ $ 1,042 $ 1,136 $ 486 $ - $ 1,692
======== ======= ======== ======== ========
Reserves for sales discounts
and allowances................. $ 6,428 $ 2,112 $ 2 $ - $ 8,538
======== ======= ======== ======== ========
Valuation allowance for
deferred tax assets............ $ 2,666 $ 1,099 $ - $ 2,758 $ 6,523
======== ======= ======== ======== ========
Year ended January 3, 2004
Allowance for losses on
accounts receivable............ $ 1,067 $ 50 $ 75 $ - $ 1,042
======== ======= ======== ======== ========
Reserves for sales discounts
and allowances................. $ 6,263 $ 165 $ - $ - $ 6,428
======== ======= ======== ======== ========
Valuation allowance for
deferred tax assets............ $ 1,785 $ 96 $ - $ 785 $ 2,666
======== ======= ======== ======== ========
Year ended December 28, 2002
Allowance for losses on
accounts receivable............ $ 1,244 $ 373 $ 550 $ - $ 1,067
======== ======= ======== ======== ========
Reserves for sales discounts
and allowances................. $ 6,275 $ - $ 12 $ - $ 6,263
======== ======= ======== ======== ========
Valuation allowance for
deferred tax assets............ $ 392 $ - $ - $ 1,393 $ 1,785
======== ======= ======== ======== ========
(A) Includes acquired balances of $334 for Heinrich and $50 for Teccor in
fiscal year 2004 and 2003, respectively, for allowance for losses on
accounts receivable.
(B) Write-off of uncollectible accounts, net of recoveries and foreign
currency translation.
(C) Represents additional allowances for foreign operating losses.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Littelfuse, Inc.
By /s/ Gordon Hunter
-------------------------------
Gordon Hunter,
Chairman, President and Chief
Executive Officer
Date: March 17, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 16, 2005.
/s/ Gordon Hunter Chairman of the Board, President and Chief
- ---------------------------- Executive Officer (Principal Executive Officer)
Gordon Hunter
/s/ John P. Driscoll Director
- ----------------------------
John P. Driscoll
/s/ Anthony Grillo Director
- ----------------------------
Anthony Grillo
/s/ Bruce A. Karsh Director
- ----------------------------
Bruce A. Karsh
/s/ John E. Major Director
- ----------------------------
John E. Major
/s/ Ronald L. Schubel Director
- ----------------------------
Ronald L. Schubel
/s/ Howard B. Witt Director
- ----------------------------
Howard B. Witt
/s/ Philip G. Franklin Vice President, Operations Support and
- ---------------------------- Chief Financial Officer
Philip G. Franklin (Principal Financial and Principal
Accounting Officer)
15
LITTELFUSE INC.
INDEX TO EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
3.1 Certificate of Incorporation, as amended to date (filed as 3.1 to the
Company's Form 10K for the fiscal year ended January 3, 1998 (1934 Act
File No. 0-20388) and incorporated herein by reference).
3.1A Certificate of Designations of Series A Preferred Stock (filed as Exhibit
4.2 to the Company's Current Report on Form 8-K dated December 1, 1995
(1934 Act File No. 0-20388) and incorporated herein by reference).
3.2 Bylaws, as amended to date (filed as exhibit 2.1 to the Company's Form
10-Q for the quarterly period ended June 29, 2002 (1934 Act File No.
0-20388) and incorporated herein by reference).
4.1 Littelfuse Rights Plan Agreement, dated as of December 15, 1995, between
Littelfuse, Inc. and LaSalle National Bank, as Rights Agent, together with
Exhibits thereto, as amended (filed as exhibit 4.10 to the Company's Form
10-Q for the quarterly period ended October 3, 1998 (1934 Act File No.
0-20388) and incorporated herein by reference).
4.2 Note Purchase Agreement dated as of September 1, 1998, relating to
$60,000,000 principal amount of Littelfuse, Inc. 6.16% Senior Notes due
September 1, 2005. (filed as exhibit 4.11 to the Company's Form 10-K for
the fiscal year ended January 2, 1999 (1934 Act File No. 0-20388) and
incorporated herein by reference).
10.1 Employment Agreement dated as of August 8, 2003, between Littelfuse, Inc.
and Howard B. Witt (filed as exhibit 10.1 to the Company's Form 10-Q for
the quarterly period ended September 27, 2003 (1934 Act File No. 0-20388)
and incorporated herein by reference).
10.2 Patent License Agreement, dated as of July 28, 1995, between Littelfuse,
Inc. and Pacific Engineering Company, Ltd.(filed as exhibit 10.3 to the
Company's Form 10-K for the fiscal year ended December 28, 1996 (1934 Act
File No. 0-20388) and incorporated herein by reference).
10.3 MINI(R) and MAXI(TM) License Agreement, dated as of June 21, 1989, between
Littelfuse, Inc. and Cooper Industries, Inc. (filed as exhibit 4.6 to the
Company's Form 10 effective September 16, 1992 (1934 Act File No. 0-20388)
and incorporated herein by reference).
10.4 Patent License Agreement, dated as of January 1, 1987, between Littelfuse,
Inc. and Cooper Industries, Inc. (filed as exhibit 4.6 to the Company's
Form 10 effective September 16, 1992 (1934 Act File No. 0-20388) and
incorporated herein by reference).
10.5 1993 Stock Plan for Employees and Directors of Littelfuse, Inc., as
amended (filed as exhibit 10.1 to the Company's Form 10-Q for the
quarterly period ended June 29, 2002 (1934 Act File No. 0-20388) and
incorporated herein by reference).
10.6 Littelfuse, Inc. Supplemental Executive Retirement Plan (filed as exhibit
10.10 to the Company's Form 10-K for the year ended December 31, 1993
(1934 Act File No. 0-20388) and incorporated herein by reference).
10.7 Littelfuse Deferred Compensation Plan for Non-employee Directors, as
amended (filed as exhibit 10.8 to the Company's Form 10-K for the fiscal
year ended January 2, 1999 (1934 Act File No. 0-20388) and incorporated
herein by reference).
10.8 Littelfuse Executive Loan Program (filed as Exhibit 10.2 to the Company's
Form 10-Q for the quarterly period ended June 30, 1995 (1934 Act File No.
0-20388) and incorporated herein by reference).
10.9 Change of Control Employment Agreement dated as of November 3, 2003,
between Littelfuse, Inc. and Gordon Hunter (filed as exhibit 10.10 to the
Company's Form 10-K for the annual period ended January 3, 2004 (1934 Act
File No. 0-20388) and incorporated herein by reference (other executives
named in this Form 10-K but not listed in this Exhibit Index as having a
Change of Control Employment Agreement are parties to agreements
substantially similar to this agreement)).
10.10 Form of Change of Control Employment Agreement dated as of September 1,
2001, between Littelfuse, Inc. and Mr. Franklin and Ms. Muchoney (filed as
exhibit 10.12 to the Company's Form 10-Q for the quarterly period ended
September 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by
reference).
10.11 Form of Change of Control Employment Agreement dated as of September 1,
2001, between Littelfuse, Inc. and Mr. Kenneth Audino (filed as exhibit
10.13 to the Company's Form 10-Q for the quarterly period ended September
29, 2001 (1934 Act File No. 0-20388) and incorporated herein by
reference).
16
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
10.12 Stock Plan for New Directors of Littelfuse, Inc. (filed as exhibit
10.1 to the Company's Form 10-Q for the quarterly period ended
September 28, 2002 (1934 Act File No. 0-20388) and incorporated
herein by reference).
10.13 Bank credit agreement among Littelfuse, Inc., as borrower, the
lenders named therein and the Bank of America N.A., as agent, dated
as of August 26, 2003 (filed as exhibit 4.1 to the Company's Form
10-Q for the quarterly period ended September 27, 2003 (1934 Act
File No. 0-20388 and incorporated herein by reference).
10.14 Stock Plan for Employees and Directors of Littelfuse, Inc., as
amended (filed as exhibit 4.3 to the Company's Form 10-Q for the
quarterly period ended March 30, 2002 (1934 Act File No. 0-20388)
and incorporated herein by reference).
10.15 Littelfuse, Inc. Retirement Plan dated January 1, 1992, as amended
and restated (filed as exhibit 4.4 to the Company's Form 10-K for
the fiscal year ended December 29, 2001 (1934 Act File No. 0-20388)
and incorporated herein by reference).
10.16 First Amendment to the Littelfuse, Inc. Retirement Plan (filed as
exhibit 4.5 to the Company's Form 10-K for the fiscal year ended
December 28, 2002 (1934 Act File No. 0-20388) and incorporated
herein by reference).
10.17 Littelfuse, Inc. 401(k) Savings Plan (filed as exhibit 4.8 to the
Company's Form 10-K for the fiscal year ended December 31, 1992
(1934 Act File No. 0-20388) and incorporated herein by reference).
10.18 First Amendment to Employment Agreement dated as of December 31,
2004, between Littelfuse, Inc. and Howard B. Witt.
10.19 Consulting Agreement dated as of January 1, 2005, between
Littelfuse, Inc. and Howard B. Witt.
10.20 Letter Agreement dated November 8, 2004, between Littelfuse, Inc.
and Kenneth R. Audino.
10.21 Change of Control Employment Agreement dated as of November 8, 2004,
between Littelfuse, Inc. and Elizabeth Calhoun.
10.22 Form of Non-Qualified Stock Option Agreement under the 1993 Stock
Plan For Employees and Directors of Littelfuse, Inc. for employees
of the Company (filed as exhibit 99.1 to the Company's Current
Report on Form 8-K dated November 8, 2004 (1934 Act File No.
0-20388) and incorporated herein by reference).
10.23 Form of Specimen Performance Shares Agreement under the 1993 Stock
Plan for Employees and Directors of Littelfuse, Inc.
10.24 Form of Specimen Non-Qualified Stock Option Agreement under the 1993
Stock Plan for Employees and Directors of Littelfuse, Inc. for
non-employee directors of the Company.
10.25 Summary of Executive Officer Compensation.
10.26 Summary of Director Compensation.
13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal
year ended January 1, 2005.
14.1 Code of Ethics for Principal Executive and Financial Officers
21.1 Subsidiaries.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Gordon Hunter, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Philip Franklin, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.
17