10-K 1 c93143e10vk.txt ANNUAL REPORT 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).
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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.
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