8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: July 16, 2019

(Date of earliest event reported)

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20388	36-3795742
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8755 W. Higgins Road, Suite 500, Chicago, IL 60631

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (773) 628-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Preliminary Results of Operations

The information contained within Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On July 16, 2019, Littelfuse, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the second quarter of fiscal year 2019. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 2.02 as if fully set forth herein.

The press release attached to this Form 8-K includes forward-looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Company. These forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not be achieved. The Company cautions you not to place undue reliance on these forward-looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

A copy of the press release is also posted on the Company’s website.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	The following exhibit is furnished with this Form 8-K:
	99.1 Press Release, dated July 16, 2019

Signature

Pursuant to the requirements 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.
Date: July 16, 2019	By: /s/ Meenal A. Sethna
	Meenal A. Sethna Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated July 16, 2019

EX-99.1

Page 1

NEWS RELEASE	Littelfuse Inc. 8755 West Higgins Road, Suite 500 Chicago, Illinois 60631 p: (773) 628-1000 f: (773) 628-0802 www.littelfuse.com

Littelfuse Announces Preliminary Financial Results for Second Quarter of Fiscal Year 2019

CHICAGO, July 16, 2019 - Littelfuse, Inc.(NASDAQ: LFUS), a global manufacturer of leading technologies in circuit protection, power control and sensing, today reported preliminary financial results for the second quarter ended June 29, 2019.

Subject to the completion of its financial closing processes, the company expects net sales of approximately $398 million for the second quarter, which would represent a decrease of 13 percent from the prior-year period and a decrease of 11 percent organically. This compares to the previously provided guidance range of $409 to $421 million.

GAAP diluted EPS for the second quarter is estimated to be $1.75. Adjusted diluted EPS is estimated to be $1.91, compared to the previously provided guidance range of $2.00 to $2.14.

“Our second quarter financial results reflect lower than expected demand due to ongoing global trade uncertainties, continued efforts by distribution partners to reduce excess electronics channel inventories and greater than projected declines in global auto production, especially in China,” said Dave Heinzmann, Littelfuse Chief Executive Officer. “While we anticipate soft demand to persist, the long-term fundamentals of our business remain strong. We are confident in our strategies led by secular growth themes driving content increases across the end markets we serve.”

Conference Call and Webcast Information

As previously announced, Littelfuse will host a conference call on Wednesday, July 31, 2019, at 9:00 a.m. Central Time, to discuss the second quarter results and third quarter guidance. The call will be broadcast live and available for replay at Littelfuse.com.

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About Littelfuse

Littelfuse (NASDAQ: LFUS) is a global manufacturer of leading technologies in circuit protection, power control and sensing. Sold in over 150 countries, our products are found in automotive and commercial vehicles, industrial applications, data and telecommunications, medical devices, consumer electronics and appliances. Our 12,000 worldwide associates partner with customers to design, manufacture and deliver innovative, high-quality solutions, for a safer, greener and increasingly connected world - everywhere, every day. Learn more at Littelfuse.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

The preliminary financial results for the second quarter ended June 29, 2019 represent the most current information available to management as of the date of this press release and reflect estimates and assumptions. The company’s actual results may differ materially from these preliminary results due to the completion of the company’s standard quarter-end financial closing procedures, final adjustments and other developments that may arise between the date of this press release and the time that financial results for the second quarter ended June 29, 2019 are finalized. The preliminary financial results do not present all necessary information for an understanding of the company’s financial condition as of the date of this press release or its results of operations for the second quarter ended June 29, 2019. The foregoing unaudited preliminary financial results have not been compiled or examined by our independent registered public accounting firm nor has our independent public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. These preliminary results should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance. In addition, these preliminary financial results are not necessarily indicative of the results to be achieved for any future period.

The statements in this press release that are not historical facts are intended to constitute "forward-looking statements" entitled to the safe-harbor provisions of the PSLRA. These statements may involve risks and uncertainties, including, but not limited to, risks relating to product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity price fluctuations; the effect of Littelfuse, Inc.'s ("Littelfuse" or the "Company") accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; integration of acquisitions; uncertainties related to political or regulatory changes and other risks which may be detailed in the company's Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This release should be read in conjunction with information provided in the financial statements appearing in the company's Annual Report on Form 10-K for the year ended December 29, 2018. For a further discussion of the risk factors of the company, please see Item 1A. "Risk Factors" to the company's Annual Report on Form 10-K for the year ended December 29, 2018.

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Non-GAAP Financial Measures

The information included in this press release includes the non-GAAP financial measures of organic revenue growth and adjusted diluted earnings per share. These non-GAAP financial measures exclude the effect of certain expenses and income not related directly to the underlying performance of our fundamental business operations. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is set forth in the attached schedules.

The company believes that organic revenue growth and adjusted diluted earnings per share provide useful information to investors regarding its operational performance because it enhances an investor’s overall understanding of our core financial performance and facilitate comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of our fundamental business operations or were not part of our business operations during a comparable period. The company believes that these non-GAAP financial measures are commonly used by financial analysts and others in the industries in which we operate, and thus further provides useful information to investors. Management additionally uses these measures when assessing the performance of the business and for business planning purposes. Note that our definitions of non-GAAP financial measures may differ from those terms as defined or used by other companies

CONTACT: Trisha Tuntland

Head of Investor Relations

(773) 628-2163

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LFUS-F

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LITTELFUSE, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(In millions of USD except per share amounts unaudited)

Reconciliation of preliminary GAAP diluted EPS to preliminary Adjusted diluted EPS
	Q2-19
Preliminary GAAP diluted EPS	$	1.75
EPS Impact of Non-GAAP adjustments (below)	0.16
Preliminary Adjusted diluted EPS	$	1.91

Non-GAAP adjustments - expense/(income)
	Q2-19
Acquisition related and integration costs	$	1.5
Restructuring, impairment and other charges	5.7
Non-GAAP adjustments to operating income	7.2
Other expense, net	0.6
Non-operating foreign exchange gain	(3.6		)
Non-GAAP adjustments to income before income taxes	4.2
Income taxes	0.2
Non-GAAP adjustments to net income	$	4.0
Total EPS impact	$	0.16

Net sales reconciliation	Q2-19
Net sales decline	(13	)%
Less:
FX impact	(2	)%
Organic net sales decline	(11	)%

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