-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvBC8KlcAFO3Ik1UDq+PvQNO2ZeAr4jln8KeyeatMVexxP9OuDOUDIN9ZCxjG7c7 baDV/6OvFJ833EYwihPT8Q== 0000950137-06-003163.txt : 20060316 0000950137-06-003163.hdr.sgml : 20060316 20060316165027 ACCESSION NUMBER: 0000950137-06-003163 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTELFUSE INC /DE CENTRAL INDEX KEY: 0000889331 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 363795742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20388 FILM NUMBER: 06692600 BUSINESS ADDRESS: STREET 1: 800 E NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 BUSINESS PHONE: 7088241188 MAIL ADDRESS: STREET 1: 800 E. NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 10-K 1 c03417e10vk.txt ANNUAL REPORT Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filter and large accelerated filter" in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of 22,453,183 shares of voting stock held by non-affiliates of the registrant was approximately $624,647,551 based on the last reported sale price of the registrant's Common Stock as reported on The Nasdaq Stock Market on July 2, 2005. As of February 24, 2006, the registrant had outstanding 23,574,266 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 2006 Annual Meeting of Stockholders (the "Proxy Statement") --Part III. Littelfuse, Inc. Annual Report to Stockholders for the year ended December 31, 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 December 31, 2005, approximately 59.8% of the Company's net sales were to customers outside the United States (exports and foreign operations). 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. References herein to "2005" or "fiscal 2005" refer to the fiscal year ended December 31, 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)
2005 2004 2003 ----------- ----------- ----------- Electronic $ 305,870 $ 325,617 $ 206,523 Automotive 118,595 113,690 98,327 Electrical 42,624 37,526 34,560 ----------- ----------- ----------- Total $ 467,089 $ 476,833 $ 339,410 =========== =========== ===========
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) resettable fuses, (3) varistors, (4) polymer 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 related accessories. 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. Polymer 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 entered into a licensing agreement with Pacific Engineering Company, Ltd., a Japanese fuse manufacturer, which produces and distributes the Company's patented MINI(R) fuses to Asian automotive OEMs and wire harness manufacturers. The Company also licensed its patented MINI(R) and MAXI(TM) automotive fuse designs to Bussmann, a division of Cooper Industries. 3 The license with Bussmann expired on May 22, 2005. Bussmann is the Company's largest domestic competitor. Additionally, 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 2005, 2004 and 2003, the Company expended $16.7 million, $16.1 million and $8.7 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 December 31, 2005, the Company owned 150 patents in North America, 76 patents in the European Economic Community and 30 patents in other foreign countries. The Company has also registered trademark protection for certain of its brand names and logos. The 150 North American patents are in the following product categories: 112 electronic, 24 automotive, 14 electrical fuse. 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 granted a license covering the MINI(R) fuse technology 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 $50,000. This license expires on April 16, 2006. The Company licensed 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 1989 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. This license expired on May 22, 2005. License royalties amounted to $0.5 million, $0.5 million and $0.4 million for fiscal 2005, 2004 and 2003, 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 50 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 80 people and sales offices in The Netherlands, the U.K., 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 62 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-fourth 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 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. 5 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 December 31, 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 2005, 2004 and 2003 fiscal years, net sales to customers outside the United States (exports and foreign operations) accounted for approximately 59.8%, 58.5% and 55.9%, 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 December 31, 2005, was approximately $68.5 million, compared to $49.0 million at January 1, 2005. Substantially all of the orders currently in backlog are scheduled for delivery in 2006. EMPLOYEES As of December 31, 2005, the Company employed 5,646 persons. Approximately 35 employees in the U.S., 1,430 employees in Mexico, 113 employees in Ireland and 423 employees in Germany are covered by collective bargaining agreements. The U.S. agreement expires on March 31, 2008 for 35 employees, the Mexico agreement expired February 28, 2006 for 1,430 employees, the Ireland agreement expires December 31, 2006 for 113 employees, and the Germany agreement expired February 28, 2006 for 337 employees and June 30, 2007 for 86 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 have 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 to bring this facility into compliance with Texas environmental laws, and the Company also received an indemnity from Invensys plc 6 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. ITEM 1A. RISK FACTORS Our business, financial condition and results of operations are subject to various risks and uncertainties, including the risk factors we have identified below. These factors are not necessarily listed in order of importance. We may amend or supplement the risk factors from time to time by other reports that we file with the SEC in the future. Our Industry is Subject to Intense Competitive Pressures We operate in markets that are highly competitive. We compete on the basis of price, quality, service and/or brand name across the industries and markets we serve. Competitive pressures could affect prices we charge our customers or demand for our products. We may not always be able to compete on price, particularly when compared to manufacturers with lower cost structures, especially those with more significant offshore facilities located where labor and other costs are lower than ours. Some of our competitors have substantially greater sales, financial and manufacturing resources and may have greater access to capital than Littelfuse. As other companies enter our markets or develop new products, competition may intensify further. Our failure to compete effectively could materially adversely affect our business, financial condition and results of operations. We granted a license covering the MINI(R) fuse technology 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. This license expires on April 16, 2006. We May be Unable to Manufacture and Deliver Products in a Manner that is Responsive to Our Customers' Needs The end markets for our products are characterized by technological change, frequent new product introductions and enhancements, changes in customer requirements and emerging industry standards. The introduction of products embodying new technologies and the emergence of new industry standards could render our existing products obsolete and unmarketable before we can recover any or all of our research, development and commercialization expenses on capital investments. Furthermore, the life cycles of our products may change and are difficult to estimate. Our future success will depend upon our ability to manufacture and deliver products in a manner that is responsive to our customers' needs. We will need to develop and introduce new products and product enhancements on a timely basis that keep pace with technological developments and emerging industry standards and address increasingly sophisticated requirements of our customers. We invest heavily in research and development without knowing that we will recover these costs. Our competitors may develop products or technologies that will render our products non-competitive or obsolete. If we cannot develop and market new products or product enhancements in a timely and cost-effective manner, our business, financial condition and results of operations could be materially adversely affected. Our Business May be Interrupted by Labor Disputes or Other Interruptions of Supplies A work stoppage could occur at certain of our facilities, most likely as a result of disputes under existing collective bargaining agreements with labor unions, or in connection with negotiations of new collective bargaining agreements. In addition, we may experience a shortage of supplies for various reasons, such as financial distress, work stoppages, natural disasters or production difficulties that may affect one of our suppliers. A significant work stoppage, or an interruption or shortage of supplies for any reason, if protracted, could substantially adversely affect our business, financial condition and results of operations. Our Revenues May Vary Significantly from Period to Period Our revenues may vary significantly from one accounting period to another due to a variety of factors. Some of the principal factors that contribute to these fluctuations may be: changes in our customers' buying decisions; changes in demand for our products; our product mix; our effectiveness in managing manufacturing processes; costs and timing of our component purchases; the effectiveness of our inventory control; the degree to which we are able to utilize our available manufacturing capacity; our ability to meet delivery schedules; general economic and industry conditions; and local conditions and events that may affect our production volumes, such as labor conditions and political instability. 7 Our Ability to Manage Currency or Commodity Price Fluctuations or Shortages is Limited As a resource-intensive manufacturing operation, we are exposed to a variety of market and asset risks, including the effects of changes in foreign currency exchange rates, commodity prices and interest rates. We have multiple sources of supply for each of our major commodity requirements. However, significant shortages that disrupt the supply of raw materials or price increases could affect prices we charge our customers, our product costs, and the competitive position of our products and services. We monitor and manage these exposures as an integral part of our overall risk management program, which recognizes the unpredictability of markets and seeks to reduce the potentially adverse effects on our results. Nevertheless, changes in currency exchange rates, commodity prices and interest rates cannot always be predicted. In addition, because of intense price competition and our high level of fixed costs, we may not be able to address such changes even if they are foreseeable. Substantial changes in these rates and prices could have a substantial adverse effect on our results of operations and financial condition. For additional discussion of interest rate, currency or commodity price risk, see "Item 7A. Quantitative and Qualitative Disclosures about Market Risks." The Bankruptcy or Insolvency of a Major Customer Could Adversely Affect Us Certain of our major customers, such as those in the automotive industry, are suffering financial hardships. The bankruptcy or insolvency of a major customer could cause a material adverse effect on our business, financial condition and results of operations. In addition, the bankruptcy or insolvency of a major U.S. auto manufacturer likely could lead to substantial disruptions in the automotive supply base, which likely would have a substantial adverse impact on our business, financial condition and results of operations. Operations and Supply Sources Located Outside the United States, Particularly in Emerging Markets, Are Subject to Increased Risks Our operating activities outside the United States contribute significantly to our revenues and earnings. Serving a global customer base and remaining competitive in the global market place may require that we place more production in countries other than the United States, including emerging markets, to capitalize on market opportunities and maintain a cost-efficient structure. In addition, we source a significant amount of raw materials and other components from third-party suppliers or joint-venture operations in low-cost countries. Our operations outside the United States could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity or public health concerns. Operations outside the United States are also subject to certain regulatory and economic uncertainties including trade barriers and restrictions on the exchange and fluctuations of currency. As a result, we may experience disruptions at these operations that could have a material adverse effect on our business, financial condition and results of operations. We Engage in Acquisitions and May Encounter Difficulties in Integrating These Businesses We are a company that, from time to time, seeks to grow through strategic acquisitions. We have in the past acquired a number of businesses or companies and additional product lines and assets. We intend to continue to expand and diversify our operations with additional acquisitions. The success of these transactions depends on our ability to integrate the assets and personnel acquired in these transactions. We may encounter difficulties in integrating acquisitions with our operations and may not realize the degree or timing of the benefits that we anticipated from an acquisition. We Have Closed, Combined, Sold or Disposed of Certain Subsidiaries, Divisions or Assets, Which in the Past Has Reduced Our Sales Volume and Resulted in Restructuring Costs We are a company that, from time to time, seeks to optimize its manufacturing capabilities and efficiencies through restructurings, consolidations, plant closings or asset sales. We may make further specific determinations to consolidate, close or sell additional facilities. Possible adverse consequences related to such actions may include various accounting charges such as for idle capacity, disposition costs, severance costs, impairments of goodwill and possibly an immediate loss of revenues, and other items in addition to normal or attendant risks and uncertainties. We may be unsuccessful in any of our current or future efforts to restructure or consolidate our business. Our plans to minimize or eliminate any loss of revenues during restructuring or consolidation may not be achieved. These activities may have a material adverse effect upon our business, financial condition or results of operations. Environmental Liabilities Could Adversely Impact Our Financial Position Federal, state and local laws and regulations impose various restrictions and controls on the discharge of materials, chemicals and gases used in our manufacturing processes or in our finished goods. These environmental regulations have required us to expend a portion of our resources and capital on relevant compliance programs. Under other laws and regulations, we could be held financially responsible for remedial measures if our current or former properties are contaminated or if we send waste to a landfill or recycling facility that becomes contaminated, even if we did not cause the contamination. We may be subject to additional common law claims if we release substances that damage or harm third parties. In addition, future changes in environmental laws or regulations may 8 require additional investments in capital equipment or the implementation of additional compliance programs in the future. Any failure to comply with new or existing environmental laws or regulations could subject us to significant liabilities and could have material adverse effects on our business, financial condition or results of operations. In the conduct of our manufacturing operations, we have handled and do handle materials that are considered hazardous, toxic or volatile under federal, state and local laws. The risk of accidental release of such materials cannot be completely eliminated. In addition, we operate or own facilities located on or near real property that was formerly owned and operated by others. Certain of these properties were used in ways that involved hazardous materials. Contaminants may migrate from or within or through property. These releases or migrations may give rise to claims. Where third parties are responsible for contamination, the third parties may not have funds, or not make funds available when needed, to pay remediation costs imposed upon us under environmental laws and regulations. We have an accrual related to coal mine shafts. The accrual is based on an engineering study estimating the present value of the cost of future occurrences related to the coal mine shafts (such as a shaft collapse) and the probability of such occurrences. Actual amounts incurred could differ from the amount accrued. We Derive a Substantial Portion of Our Revenues from Customers in the Automotive, Computer and Communications Industries, and We are Susceptible to Trends and Factors Affecting Those Industries as Well as the Success of Our Customers' Products Net sales to the automotive, computer and communications industries represent a substantial portion of our revenues. Factors negatively affecting these industries and the demand for products also negatively affect our business, financial condition or results of operations. Any adverse occurrence, including industry slowdown, recession, political instability, costly or constraining regulations, armed hostilities, terrorism, excessive inflation, prolonged disruptions in one or more of our customers' production schedules or labor disturbances, that results in significant decline in the volume of sales in these industries, or in an overall downturn in the business and operations of our customers in these industries, could materially adversely affect our business, financial condition or results of operations. For example, the automotive industry is highly cyclical in nature and sensitive to changes in general economic conditions, consumer preferences and interest rates. In addition, the global automotive industry has overall manufacturing capacity far exceeding demand. To the extent that demand for certain of our customers' products decline, the demand for our products may decline. Reduced demand relating to general economic conditions, consumer preferences, interest rates or industry over capacity may have a material adverse effect upon our business, financial condition or results of operations. Inability to Maintain Access to Capital Markets May Adversely Affect Our Business and Financial Results Our ability to invest in our businesses, make strategic acquisitions and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings. If we are unable to access the capital markets or bank credit facilities, we could experience a material adverse affect on our business, financial condition and results of operations. Fixed Costs May Reduce Operating Results if Our Sales Fall Below Expectations Our expense levels are based, in part, on our expectations for future sales. Many of our expenses, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed. We might be unable to reduce spending quickly enough to compensate for reductions in sales. Accordingly, shortfalls in sales could materially and adversely affect our operating results. The Volatility of Our Stock Price Could Affect the Value of an Investment in Our Stock and Our Future Financial Position The market price of our stock has fluctuated widely. Between January 2, 2005 and December 31, 2005, the closing sale price of our common stock ranged between a low of $21.44 and a high of $33.59, experiencing greater volatility over that time than most of the market did. The volatility of our stock price may be related to any number of factors, such as general economic conditions, industry conditions, analysts' expectations concerning our results of operations, or the volatility of our revenues as discussed above under "--Our Revenues May Vary Significantly from Period to Period." The historic market price of our common stock may not be indicative of future market prices. We may not be able to sustain or increase the value of our common stock. Declines in the market price of our stock could adversely affect our ability to retain personnel with stock incentives, to acquire businesses or assets in exchange for stock and/or to conduct future financing activities with or involving our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 9 ITEM 2. PROPERTIES LITTELFUSE FACILITIES The Company's operations are located in 36 owned or leased facilities worldwide, representing an aggregate of approximately 1,962,545 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 center is in the Netherlands, with manufacturing plants in the U.K., Ireland, and Germany. 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 Elk Grove Village, Illinois Warehousing 183,317 Leased 2007 Auto, Electronic, and Electrical Irving, Texas Engineering, 101,000 Leased 2014 Electronic Manufacturing, Testing and Research Brownsville, Texas Distribution 15,750 Leased 2009 Electronic Birmingham, Michigan Sales 2,076 Leased 2011 Auto Matamoros, Mexico Manufacturing 77,500 Leased 2007 Electronic Matamoros, Mexico Administrative, 14,000 Leased 2007 Electronic Manufacturing Arcola, Illinois Manufacturing 36,000 Owned -- Electrical Arcola, Illinois Tech Support 7,000 Leased 2007 Electrical Piedras Negras, Mexico Administrative, 99,822 Leased 2015 Auto Manufacturing Piedras Negras, Mexico Warehousing 2,500 Leased 2006 Electrical Piedras Negras, Mexico Manufacturing 11,189 Leased 2007 Electrical Piedras Negras, Mexico Manufacturing 22,380 Leased 2006 Electrical Piedras Negras, Mexico Manufacturing 67,225 Leased 2008 Electrical Redditch, U.K. Sales 450 Leased 2006 Electronic Swindon, U.K. Manufacturing 55,000 Owned -- Electronic Utrecht, the Netherlands Sales, 34,642 Owned -- Auto Administrative and and Electronic Distribution Witten, Germany Administrative 83,682 Owned -- Auto, Electronic, Electrical Dunsen, Germany Manufacturing, Sales 43,971 Owned -- Auto Eltville, Germany Manufacturing, Sales 88,943 Owned -- Electrical Uebigau, Germany Manufacturing 72,054 Owned -- Electrical Witten, Germany Manufacturing, Sales 185,152 Owned -- Electronic Singapore Sales and Distribution 34,875 Leased 2006 Electronic
10
LEASE SIZE LEASE/ EXPIRATION LOCATION USE (SQ.FT.) OWN DATE PRIMARY PRODUCT --------- ------------------- --------- ----- ---------- --------------- Seoul, Korea Sales 4,589 Leased 2006 Electronic and Auto Lipa City, Philippines Manufacturing 58,095 Owned -- Electronic Lipa City, Philippines Manufacturing 22,721 Leased 2007 Electronic Dongguan, China Administrative, 53,860 Leased 2009 Electronic Manufacturing Suzhou, China Manufacturing 80,732 Owned -- Electronic Suzhou, China Manufacturing 12,390 Leased 2007 Electronic Hong Kong, China Sales 2,000 Leased 2006 Electronic Hong Kong Sales 3,545 Leased 2006 Electronic Taipei, Taiwan Sales 1,184 Leased 2007 Electronic Yokohama, Japan Sales 6,243 Leased 2007 Electronic Yokohama, Japan Distribution 17,858 Leased 2007 Electronic Sao Paulo, Brazil Sales 800 Leased 2006 Electronic and Auto Dundalk, Ireland Manufacturing 120,000 Owned -- Electronic and Auto
Properties with lease expirations in 2006 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 2005. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company are as follows:
NAME AGE POSITION - ---- --- -------- Gordon Hunter................................... 54 Chairman, President and Chief Operating Officer Kenneth R. Audino(1)............................ 62 Vice President, Organizational Development and Total Quality Management Philip G. Franklin.............................. 54 Vice President, Operations Support and Chief Financial Officer Dal Ferbert..................................... 51 Vice President and General Manager of the Electrical Business Unit David W. Heinzmann.............................. 42 Vice President and General Manager of the Automotive Business Unit David R. Samyn.................................. 45 Vice President and General Manager of the Electronics Business Unit Elizabeth C. Calhoun............................ 44 Vice President, Human Resources Mary S. Muchoney................................ 60 Corporate Secretary
11 (1) Retired March 1, 2006. Officers of Littelfuse are elected by the Board of Directors and serve at the discretion of the Board. Gordon Hunter was elected as the Chairman of the Board of Directors of the Company and President and Chief Executive Officer effective January 1, 2005. Mr. Hunter served as Chief Operating Officer of the Company from November 2003 to January 2005. 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. Mr. Hunter was CEO for Calmar Optcom during 2001. 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. As of March 1, 2006, Mr. Audino retired from the position of Vice President, Organizational Development and Total Quality Management. 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. Dal Ferbert, Vice President and General Manager, 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, Automotive Business 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 Samyn, Vice President and General Manager, Electronics Business 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, 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 of Human Resources - Home Services for Sears Roebuck and Company in Hoffman Estates, Illinois, 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. 12 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information set forth under "Quarterly Stock Prices" on page 39 of the Annual Report to Stockholders is incorporated herein by reference. As of February 24, 2006, there were 162 holders of record of the Company's 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. The table below provides information with respect to purchases by the Company of shares of its common stock during each quarter of fiscal 2005: ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Shares Purchased as Part of Maximum Number of Shares Total Number of Average Price Publicly Announced that May Yet Be Purchased Period Shares Purchased Paid per Share Plans or Programs Under the Plans or Programs October 2005 - - - 755,500 November 2005 27,000 $22.78 27,000 728,500 December 2005 85,000 $26.55 85,000 643,500 Total 112,000 $25.64 112,000 643,500
The Company's Board of Directors authorized the repurchase of up to 1,000,000 shares under a program for the period May 1, 2005 to April 30, 2006. ITEM 6. SELECTED FINANCIAL DATA The information set forth under "Selected Financial Data - Five Year Summary" on page 38 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 1 through 3 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The information set forth under "Market Risk" on page 9 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Report of Independent Registered Public Accounting Firm and the Consolidated Financial Statements and notes thereto of the Company set forth on pages 12 through 39 of the Annual Report to Stockholders are incorporated herein by reference. 13 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 December 31, 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 is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f). Littelfuse's internal control system was designed to provide reasonable assurance to its management and 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. Littelfuse's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2005 based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this assessment, the Company's management concluded that, as of December 31, 2005, the Company's internal control over financial reporting is effective. Littelfuse's independent registered public accounting firm, Ernst & Young LLP, has audited management's assessment of the Company's internal control over financial reporting. Their report appears on page 11 of the Company's annual report to stockholders, which report of Ernst & Young LLP is incorporated herein by reference. 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. 14 ITEM 9B. OTHER INFORMATION None. 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 its chief executive officer and senior financial officers and a code of conduct for all of its directors, officers and associates, which are 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 OPTIONS OUTSTANDING OPTIONS COMPENSATION PLANS ------------- ------------------- ------------------- ------------------ Equity compensation plans approved by security holders 1,809,360 $ 27.68 80,530 Equity compensation plans not approved by security holders 10,000 $ 23.48 15,000 Total 1,819,360 $ 27.66 95,530
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. 15 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. (i) Report of Independent Registered Public Accounting Firm (pages 12-13). (ii) Consolidated Balance Sheet as of December 31, 2005 and January 1, 2005 (page 14). (iii) Consolidated Statements of Income for the years ended December 31, 2005, January 1, 2005, and January 3, 2004 (page 15). (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2005, January 1, 2005, and January 3, 2004 (page 16). (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2005, January 1, 2005, and January 3, 2004 (page 17). (vi) Notes to Consolidated Financial Statements (pages 18-39). (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 regulations 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 19-20. (b) Exhibits See Exhibit Index on pages 19-20. (c) Financial Statement Schedules All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 16 LITTELFUSE, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS)
ADDITIONS CHARGED TO BALANCE AT COSTS AND BALANCE AT BEGINNING EXPENSES DEDUCTIONS END OF DESCRIPTION OF YEAR (A) (B) YEAR - ----------------------------------- ------------ -------- ----------- ----------- Year ended December 31, 2005 Allowance for losses on accounts receivable............ $ 1,481 $ 1,206 $ 522 $ 2,165 ======== ======= ======== ======== Reserves for sales discounts and allowances................. $ 8,538 $ 1,200 $ -- $ 9,738 ======== ======= ======== ======== Year ended January 1, 2005 Allowance for losses on accounts receivable............ $ 1,042 $ 591 $ 152 $ 1,481 ======== ======= ======== ======== Reserves for sales discounts and allowances................. $ 6,428 $ 2,112 $ 2 $ 8,538 ======== ======= ======== ======== 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 ======== ======= ======== ========
(A) Allowance for losses on accounts receivable includes acquired balances of $123 for Heinrich and $50 for Teccor in fiscal year 2004 and 2003, respectively. (B) Write-off of uncollectible accounts, net of recoveries and foreign currency translation. 17 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 of the Board of Directors, President and Chief Executive Officer Date: March 16, 2006 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, 2006. /s/ Gordon Hunter Chairman of the Board of Directors, 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)
18 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). 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 July 2, 2005 (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 10.4 to the Company's Form 10-Q for the quarterly period ended July 2, 2005 (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).
19 10.12 Stock Plan for New Directors of Littelfuse, Inc. (filed as exhibit 10.2 to the Company's Form 10-Q for the quarterly period ended July 2, 2005 (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 10.3 to the Company's Form 10-Q for the quarterly period ended July 2, 2005 (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 (filed as exhibit 10.18 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.19 Consulting Agreement dated as of January 1, 2005, between Littelfuse, Inc. and Howard B. Witt (filed as exhibit 10.19 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.20 Letter Agreement dated November 8, 2004, between Littelfuse, Inc. and Kenneth R. Audino (filed as exhibit 10.20 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.21 Change of Control Employment Agreement dated as of November 8, 2004, between Littelfuse, Inc. and Elizabeth Calhoun (filed as exhibit 10.21 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 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. (filed as exhibit 10.23 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 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 (filed as exhibit 10.24 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.25 Summary of Executive Officer Compensation. 10.26 Summary of Director Compensation. 10.27 Amendment to Non-Qualified Stock Option Agreement and Agreement for Deferred Compensation between Littelfuse, Inc. and Gordon Hunter. 13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal year ended December 31, 2005. 14.1 Code of Ethics for Principal Executive and Financial Officers (filed as exhibit 14.1 to the Company's Form 10-K for the annual period ended January 1, 2005 (1934 Act File No. 0-20388) and incorporated herein by reference). 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.
20 EX-10.25 2 c03417exv10w25.txt SUMMARY OF EXECUTIVE OFFICER COMPENSATION EXHIBIT 10.25 LITTELFUSE, INC. SUMMARY OF EXECUTIVE OFFICER COMPENSATION The compensation of executive officers of Littelfuse, Inc. (the "Company") primarily consists of three variable components: base salary, a potential cash bonus under the Company's annual incentive compensation program, and stock options or other awards under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Stock Plan"). SALARIES The base salaries for Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive Officer of the Company, and each of the other four most highly compensated executive officers of the Company named below (the "Other Executive Officers"), effective July 1, 2005, are as follows:
NAME AND PRINCIPAL POSITIONS BASE SALARY Gordon Hunter, Chairman, President and Chief Executive Officer $525,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer $293,500 David Samyn, Vice President and General Manager, Electronics Business Unit $247,200 David W. Heinzmann, Vice President and General Manager, Automotive Business Unit $195,000 Dal Ferbert, Vice President and General Manager, Electrical Business Unit $173,500
ANNUAL INCENTIVE COMPENSATION PROGRAM The minimum, target and maximum amounts to be awarded under the annual incentive compensation program for fiscal year 2006 for Mr. Hunter and each of the Other Executive Officers, subject to achievement of financial objectives of the Company and individual performance objectives, are as follows: EXHIBIT 10.25
NAME AND PRINCIPAL POSITIONS MINIMUM, TARGET AND MAXIMUM AMOUNTS AS A PERCENTAGE OF BASE SALARY Gordon Hunter, Chairman, President and Chief Executive Officer 0, 50 & 100% Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 0, 40 & 80% David Samyn, Vice President and General Manager, Electronics Business Unit 0, 40 & 80% David W. Heinzmann, Vice President and General Manager, Automotive Business Unit 0, 40 & 80% Dal Ferbert, Vice President and General Manager, Electrical Business Unit 0, 40 & 80%
STOCK PLAN AWARDS Annual awards of options relating to fiscal year 2006 have not yet been determined. The annual awards of options to purchase shares of Common Stock of the Company relating to fiscal year 2005, granted on May 6, 2005 with an exercise price of $27.21 per share, under the Stock Plan to Mr. Hunter and each of the Other Executive Officers are as follows:
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES Gordon Hunter, Chairman, President and Chief Executive Officer 60,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 22,000 David Samyn, Vice President and General Manager, Electronics Business Unit 15,000 David W. Heinzmann, Vice President and General Manager, Automotive Business Unit 15,000 Dal Ferbert, Vice President and General Manager, Electrical Business Unit 15,000
The form of Specimen Non-Qualified Stock Option Agreement, including vesting provisions, pursuant to which such awards were made is incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "2005 Annual Report"). Annual grants of restricted stock relating to fiscal year 2006 have not yet been determined. The Company made its annual grant of shares of restricted stock relating to fiscal year 2005 on May 6, 2005 pursuant to Performance Shares Agreements with Mr. Hunter and each of the Other Executive Officers under the Stock Plan as follows: EXHIBIT 10.25
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES Gordon Hunter, Chairman, President and Chief Executive Officer 6,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 5,000 David Samyn, Vice President and General Manager, Electronics Business Unit 5,000 David H. Heinzmann, Vice President and General Manager, Automotive Business Unit 5,000 Dal Ferbert, Vice President and General Manager, Electrical Business Unit 5,000
These restricted share awards are subject to the Company attaining certain financial performance goals relating to return on the net tangible assets and earnings before interest, taxes, depreciation and amortization of the Company during the three-year period ending December 31, 2007. The form of Specimen Performance Shares Agreement pursuant to which such grants were made is incorporated herein by reference to Exhibit 10.23 to the 2005 Annual Report. OTHER BENEFITS Each of the officers named above is eligible to participate in the other employee benefit plans of the Company applicable to executive officers, including the Company's Retirement Plan, as amended, the 401(k) Savings Plan, and the Supplemental Executive Retirement Plan, in accordance with the terms and conditions of such plans. These officers are also parties to Change of Control Employment Agreements that, among other things, entitle them to payments upon severance or upon a change of control of the Company. These officers also receive certain personal benefits from the Company, the value of which is expected to be less than $50,000 for each of such officers. NEW PLANS On March 1, 2006, the Board of Directors adopted the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Equity Incentive Plan") and the Littelfuse, Inc. 2005 Outside Directors' Stock Option Plan (the "Outside Directors' Plan"), subject to approval by the stockholders of the Company at the next annual meeting of stockholders. The Equity Incentive Plan and the Outside Directors' Plan, if approved, will replace the Stock Plan for Employees and Directors of Littelfuse, Inc., adopted effective December 16, 1991, the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc., adopted effective February 12, 1993 (the "Stock Plan"), and the Stock Plan for New Directors of Littelfuse, Inc., adopted effective June 10, 2002 and no further awards shall be issued under any of such plans (unless the Equity Incentive Plan or the Outside Directors' Plan is not approved by the shareholders). Further information regarding the Equity Incentive Plan and the Outside Directors' Plan can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2006. EXHIBIT 10.25 WHERE MORE INFORMATION CAN BE FOUND Each of the plans and agreements mentioned herein or the forms of awards thereunder are discussed further in the Company's Proxy Statement for 2006 Annual Meeting of Stockholders and, other than as to salaries and the Annual Incentive Compensation Program, are filed as exhibits to the Company's 2005 Annual Report, or will be discussed in the Company's Proxy Statement for 2006 Annual Meeting of Stockholders, each of which can be found on the SEC's website at www.sec.gov. EX-10.26 3 c03417exv10w26.txt SUMMARY OF DIRECTOR COMMENSATION Exhibit 10.26 LITTELFUSE, INC. SUMMARY OF DIRECTOR COMPENSATION For 2006, directors who are not employees of Littelfuse, Inc. (the "Company") are paid an annual director's fee of $40,000, $1,500 for each of the regularly scheduled Board meetings attended and $1,000 for attendance at any special teleconference Board or Committee meetings, plus reimbursement of reasonable expenses relating to attendance at meetings. The Lead Director is paid an additional $7,500 annually, the Chairman of the Audit Committee is paid an additional $10,000 annually and the Chairman of the Compensation Committee is paid an additional $5,000 annually. No fees are paid to directors who are also full-time employees of the Company. Under the Littelfuse Deferred Compensation Plan for Non-employee Directors (the "Non-employee Directors Plan"), a non-employee director, at his election, may defer receipt of his director's fees. Such deferred fees are used to purchase shares of the Company's Common Stock, and such shares and any distributions thereon are deposited with a third party trustee for the benefit of the director until the director ceases to be a director of the Company. The 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Stock Plan") provides for a grant at each annual meeting of the Board of Directors to each non-employee director of non-qualified stock options to purchase 5,000 shares of Common Stock at the fair market value on the date of grant. The Non-employee Directors Plan and the Stock Plan and the forms of awards thereunder are filed as exhibits to this Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "Form 10-K"). These plans and agreements will be discussed further in the Company's Proxy Statement relating to the 2006 Annual Meeting of Stockholders, which will be incorporated by reference into this Form 10-K when filed. EX-10.27 4 c03417exv10w27.txt AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.27 On December 20, 2005, Littelfuse, Inc. (the "Company") entered into two material definitive agreements with Gordon Hunter, Chairman of the Board,President and Chief Executive Officer of the Company ("Hunter"), as follows: Amendment to Non-Qualified Stock Option Agreement. This Agreement increased the exercise price of the stock option (the "Option") granted to Hunter on November 7, 2003, from $7.00 per share to $26.51 per share, for the 12,000 shares of common stock with respect to which the Option had not yet vested. The exercise price for the 8,000 shares with respect to which the Option had already vested was not changed. The purpose of this Agreement was to prevent the Option from being considered a form of deferred compensation subject to income tax penalties under ss.409A of the Internal Revenue Code. Agreement for Deferred Compensation. This Agreement provides that the Company will pay to Hunter the amount of $234,120.00 in additional deferred compensation, payable in three installments of $78,040.00 apiece. The three installments are payable on November 7, 2006, November 7, 2007, and November 7, 2008, respectively, each of which is a date upon which the Option will vest with respect to an additional 4,000 shares. Hunter's right to each of the three installments is conditioned upon his continued employment through the payment date, but is subject to accelerated vested on the same terms as the Option. The purpose of this Agreement is to compensate Hunter for the loss in value of the Option caused by the increase in the exercise price. 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: December 20, 2005 By: /s/ Philip G. Franklin ------------------------------------ Philip G. Franklin Vice President, Operations Support and Chief Financial Officer EX-13.1 5 c03417exv13w1.txt PORTIONS OF ANNUAL REPORT TO STOCKHOLDERS EXHIBIT 13.1 Littelfuse 2005 Annual Report Management's Discussion and Analysis of Financial Condition and Results of Operation The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide the reader with information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of Littelfuse as a whole. FORWARD LOOKING INFORMATION This MD&A should be read in conjunction with our accompanying consolidated financial statements and related notes. See "Cautionary Statement Regarding Forward-Looking Statements" on page 10 of this report for a description of important factors that could cause actual results to differ from expected results. See also Item 1, Business, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The following is a summary of sales by geography and market:
FISCAL YEAR* ------------------------------------------- 2005 2004 2003 -------- ------- ------- GEOGRAPHY** Americas $ 199.9 $ 216.5 $ 167.4 Europe 98.3 98.3 61.1 Asia Pacific 168.9 162.0 110.9 -------- ------- ------- TOTAL $ 467.1 $ 476.8 $ 339.4 ======= ======== ========
FISCAL YEAR* ------------------------------------------ 2005 2004 2003 -------- ------- ------- MARKET Electronics $ 305.9 $ 325.6 $ 206.5 Automotive 118.6 113.7 98.3 Electrical 42.6 37.5 34.6 -------- ------- ------- TOTAL $ 467.1 $ 476.8 $ 339.4 ======= ======== ========
* Amounts exclude Efen Gmbh (`Efen') for 2005 and 2004 since the date of the Heinrich acquisition. ** Sales are defined based upon shipped to destination. Segment reporting reflects sales based upon origination. The following discussion provides an analysis of the information contained in the consolidated financial statements and accompanying notes beginning on page 14 for the three fiscal years ended December 31, 2005, January 1, 2005, and January 3, 2004. Results of Operations-- 2005 Compared with 2004 Sales decreased 2.0% to $467.1 million in 2005 from $476.8 million in 2004. The decrease in sales was primarily in the Americas and Europe, with the decrease in European sales being largely offset by a full year of sales from the Heinrich Industrie AG ("Heinrich") acquisition included in 2005 sales. Stronger sales in Asia partially offset lower sales in the Americas and Europe. Within the Americas, lower electronic sales, mainly due to lower telecom demand, were partially offset by increased sales of electrical products. European sales were also lower than the prior year primarily due to lower demand for electronics products. Sales in Asia were up from the prior year mainly due to increased demand for electronics products. Electronic sales decreased $19.7 million or 6% to $305.9 million in 2005 compared to $325.6 million in 2004 primarily due to decreased demand in the 1 Americas and Europe for telecom product that was partially offset by increased demand in Asia. Automotive sales increased $4.9 million or 4% to $118.6 million in 2005 compared to $113.7 million in 2004 primarily due to a full year of sales from the Heinrich acquisition. Electrical sales increased $5.1 million or 14% to $42.6 million in 2005 compared to $37.5 million in 2004 due to improvements in industrial activity and the commercial construction market. International sales were $279.3 million or 59.8% of net sales in 2005 compared to $278.7 million or 58.5% of net sales in 2004, with sales being increased by $2.9 million of favorable currency effects in 2005. Gross profit was $144.6 million or 30.9% of sales in 2005 compared to $173.8 million or 36.4% of sales in 2004. The gross profit margin decrease resulted from unfavorable leveraging of plant overhead due to lower production volumes, higher commodity prices and the recognition of $4.9 million of Ireland restructuring charges in 2005. Selling, general and administrative expenses increased $2.4 million to $98.5 million in 2005 from $96.1 million in 2004, primarily due to a full year of Heinrich expenses that were partially offset by lower administrative costs due to staff reductions of 83 associates during 2005. As a percentage of sales, selling, general and administrative expenses increased to 21.1% in 2005 from 20.2% in 2004, primarily due to lower sales. Research and development costs increased $0.6 million to $16.7 million, representing 3.6% of sales in 2005 as compared to 3.4% of sales in 2004, reflecting increased investment in new product development. Total operating expenses, including intangible amortization and impairments of long-term investments, were 25.2% of sales in 2005, compared to 24.5% of sales in 2004. Operating income in 2005 decreased 52.7% to $27.0 million or 5.8% of sales compared to $57.0 million or 12.0% of sales in the prior year. The decreases in operating income and operating margin were due to the factors affecting gross profit margin and operating expenses described above. Interest expense was $2.1 million in 2005 compared to $1.5 million in 2004 due to a higher weighted average interest rate in 2005. Other expense (income), net, consisting of interest income, royalties, gains and losses on investments, non-operating income and foreign currency items was income, net, of $3.1 million compared to expense, net, of $0.1 million in the prior year, primarily due to the recognition of a $1.4 million gain on the sale of the Company's interest in a wafer fabrication facility in the U.K. in 2005 and Heinrich rental income. Earnings from continuing operations before minority interest and income taxes were $27.9 million in 2005 compared to $55.5 million in 2004. Minority interest income was $0.1 million in 2005, reflecting the minority share ownership in Heinrich. Income tax expense was $11.4 million in 2005 compared to $19.0 million in the prior year. Earnings from continuing operations were $16.6 million in 2005 compared to $36.4 million in 2004. In the fourth quarter of 2005, the Company entered into a contract to sell the Efen business acquired as part of the Heinrich acquisition in May 2004. Therefore, the Efen business is accounted for as a discontinued operation that reported income, net of taxes, of $1.1 million in 2005 compared to a loss, net of taxes, of $0.3 million in 2004. Net income in the current year was $17.7 million, compared to $36.0 million in the prior year. The Company's effective tax rate increased to 41.1% in 2005 from 34.1% in 2004, reflecting the limited tax shield on restructuring charges and repatriation of earnings from lower tax jurisdictions. Diluted earnings per share were $0.78 in 2005 compared to $1.59 in 2004. The decreases in net income and earnings per share reflect the lower margins and a higher effective tax rate. 2 Results of Operations-- 2004 Compared with 2003 Sales increased 40.5% to $476.8 million in 2004 from $339.4 million in 2003. The increase in sales was primarily in the Americas and Asia, driven by increased demand for electronic products in the Asia region, sales from the Heinrich Industrie, AG ("Heinrich") acquisition from May 2004 through the end of the fiscal year and a full year of the Teccor Electronics, Inc. ("Teccor") acquisition. Electronic sales increased $119.1 million or 58% to $325.6 million in 2004 compared to $206.5 million in 2003. Excluding sales of Heinrich products, electronic sales increased $92.8 million or 45% to $299.3 million in 2004 compared to $206.5 million in 2003, primarily due to increased demand in Asia and a full year of the Teccor acquisition. Automotive sales increased $15.4 million or 16% to $113.7 million in 2004 compared to $98.3 million in 2003 largely due to sales from Heinrich in 2004. Automotive sales excluding Heinrich increased $5.0 million or 5% to $103.3 million in 2004 compared to $98.3 million in 2003. Electrical sales increased $2.9 million or 8% to $37.5 million in 2004 compared to $34.6 million in 2003, primarily due to modest improvements in commercial construction and industrial activity in the North American market. International sales increased 47.0% to $278.7 million or 58.5% of net sales in 2004 from $189.6 million or 55.9% of net sales in 2003. The increase in international sales was primarily due to strong demand for electronic products in Asia, the addition of Heinrich, a full year of Teccor and favorable currency effects, which contributed four percentage points to the overall sales growth. Gross profit was $173.8 million or 36.4% of sales in 2004 compared to $104.4 million or 30.8% of sales in 2003. The gross profit margin increase resulted from cost savings initiatives in manufacturing and purchasing, fixed expense leverage due to increased plant throughput and the recognition of $3.2 million of Ireland restructuring charges in 2003. Selling, general and administrative expenses increased $27.5 million to $96.1 million in 2004 from $68.6 million in 2003, primarily due to the addition of Heinrich, a full year of Teccor, increased costs related to complying with the Sarbanes-Oxley Act and higher selling related costs due to the increase in sales. As a percentage of sales, selling, general and administrative expenses were unchanged in 2004 from 20.2% in 2003. Research and development costs increased $7.4 million to $16.1 million, representing 3.4% of sales in 2004 as compared to 2.6% of sales in 2003 reflecting increased investment in new product development. Impairment of investments reflects the recognition of a non tax-deductible charge of $2.2 million to impair a portion of the Semitron investment acquired in 2002. Total operating expenses, including intangible amortization and impairment of investments, was 24.5% of sales in 2004, compared to 23.1% of sales in 2003. Total operating expenses, including intangible amortization but excluding impairment of investments, was 24.0% of sales in 2004, compared to 23.1% of sales in 2003. Operating income in 2004 increased 118.6% to $57.0 million or 12.0% of sales compared to $26.1 million or 7.7% of sales in the prior year. The improvements in operating income and operating margin were primarily due to higher sales and the associated operating leverage partially offset by the impairment of a portion of the Semitron investment acquired in 2002. Interest expense was $1.5 million in 2004 compared to $2.0 million in 2003 due to a lower weighted average interest rate in 2004. Other expense, net, consisting of interest income, royalties and foreign currency items was unchanged at $0.1 million from 2003 to 2004. Earnings from continuing operations before minority interest and income taxes were $55.5 million in 2004 compared to $24.0 million in 2003. Minority interest was $0.1 million in 2004 reflecting the minority share ownership in Heinrich. Income tax expense was $19.0 million in 2004 compared to $8.6 million in the prior year. Earnings from continuing operations in the current year were $36.4 million, compared to $15.3 million in the prior year. The Company's effective tax rate dropped from 36.0% in 2003 to 34.3% in 2004, reflecting the reduction of reserves related to prior tax years and tax structuring related to the Heinrich acquisition. Discontinued operations, net of tax, were a loss of $0.3 million in 2004. Net income in 2004 was $36.0 million, compared to $15.3 million in the prior year. Diluted earnings per share increased to $1.59 in 2004 compared to $0.70 in 2003. The increases in net income and earnings per share reflect the higher 2004 sales, margins and a lower 2004 effective tax rate. 3 Liquidity and Capital Resources The Company has historically financed capital expenditures through cash flows from operations. Management expects that cash flows from operations and available lines of credit will be sufficient to support both its operations and its debt obligations for the foreseeable future. The Company has a domestic unsecured revolving credit line of $50.0 million. The revolving line of credit balance becomes due within the next year. At December 31, 2005, the Company had $21.0 million in borrowings against this credit line. The Company's subsidiary in Japan also has an unsecured credit line of Yen 0.9 billion or an equivalent of $7.6 million. The Yen-based revolving line of credit balance also becomes due within the next year. At December 31, 2005, the Company had an equivalent of $3.8 million in borrowings against the Yen facility. The Company intends to renew these lines of credit upon maturity. The Company's bank credit agreement requires maintenance of certain financial ratios and a minimum net worth level. At December 31, 2005, the Company was in compliance with these covenants. If the Company were to default on any of the bank agreement debt covenants and were unable to obtain a waiver from the lenders, the debt would be callable by the lenders. The Company believes that default of any of the debt covenants is unlikely for the foreseeable future since it expects the results of operations to be within the minimum levels to continue to be in compliance with the debt covenants. The Company started 2005 with $28.6 million of cash. Net cash provided by operations was $38.1 million in the year. Cash used in investing activities included $27.2 million in net purchases of property, plant and equipment and $3.7 million for the acquisition of the remaining Heinrich shares partially offset by $0.6 million from sales of an investment in LC Fab. Cash provided by financing activities included net proceeds of notes receivable of $3.5 million and cash proceeds from the exercise of stock options of $3.8 million partially offset by net payments of long-term debt of $6.8 million and the repurchase of $12.8 million of the Company's common stock. The effect of exchange rate changes decreased cash by $2.2 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $6.6 million net decrease in cash. This left the Company with a cash balance of $21.9 million at the end of 2005. Increases in net working capital consumed $9.7 million of cash flow in 2005. The major factors contributing to higher working capital were an increase in accounts receivable of $11.2 million, a decrease in accounts payable and accrued expenses of $1.1 million and an increase in prepaid expenses and other of $4.0 million, partially offset by a decrease in inventory of $6.6 million. Net working capital (working capital less cash, assets held for sale, liabilities held for sale and the current portion of long-term debt) as a percent of sales was 20.8% at year-end 2005 compared to 19.0% at year-end 2004 and 18.3% at year-end 2003. Days sales outstanding in accounts receivable increased to 63 days at year-end 2005 compared to 60 days at year-end 2004 and 50 days at year-end 2003. The increase was due to longer payment terms for certain automotive customers, the addition of Heinrich, which has a longer accounts receivable collection cycle than the base Littelfuse business and the Delphi bankruptcy in 2005. Days inventory outstanding was 75 days at year-end 2005 compared to 88 days at year-end 2004 and 71 days at year-end 2003. The reduction in days inventory outstanding in 2005 was due primarily to improved inventory management. The ratio of current assets to current liabilities was 2.0 to 1 at year-end 2005 compared to 1.8 to 1 at year-end 2004 and 1.8 to 1 at year-end 2003. The ratio of long-term debt to equity was 0.0 to 1 at year-end 2005 compared to 0.1 to 1 at year-end 2004 and 0.0 to 1 at year-end 2003. The Efen business, which is presented as a discontinued operation, did not contribute significantly to cash from operations in either 2004 or 2005. The Company started 2004 with $22.1 million of cash. Net cash provided by operations was $53.0 million in the year. Cash used in investing activities included $22.0 million in net purchases of property, plant and equipment and $41.7 million for the acquisition of Heinrich. Cash provided by financing activities included net proceeds of long-term debt of $3.8 million and cash proceeds from the exercise of stock options of $16.5 million, partially offset by the repurchase of $5.6 million of the Company's common stock. The effect of exchange rate changes increased cash by $2.5 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $6.5 million net increase in cash. This left the Company with a cash balance of $28.6 million at the end of 2004. Increases in net working capital consumed $15.1 million of cash flow in 2004. Excluding the impact of working capital from the Heinrich acquisition, the major factors contributing to higher working capital were an increase in accounts receivable of $6.6 million, an increase in inventory of $4.3 million and a decrease in accounts payable and accrued expenses of $7.7 million partially offset by a decrease in prepaid expenses and other of $3.5 million. The 2004 working capital increase was partly due to slower sales near the end of fiscal year 2004 and severance payments related to the Teccor acquisition. Net working capital (working capital less cash, assets held for sale, liabilities held for sale and the current portion of long-term debt) as a percent of sales was 19.0% at year-end 2004 compared to 18.3% at year-end 2003 and 20.9% at year-end 2002. The days sales outstanding in accounts receivable increased to 60 days at year-end 2004 compared to 50 days at year-end 2003 and 54 days at year-end 2002. The increase was partly due to the addition of Heinrich, which has a longer accounts receivable collection cycle than the base Littelfuse business. Days inventory outstanding was 88 days at year-end 2004 compared to 71 days at year-end 2003 and 88 days at year-end 2002. The Company's capital expenditures were $27.2 million in 2005, $22.1 million in 2004, and $14.0 million in 2003. The Company expects that capital expenditures in 2006 will be approximately $25 million. The primary purposes for capital expenditures in 2006 will be related to new product introductions, capacity expansion, manufacturing transfers and other cost reduction projects. As in 2005, the Company expects to finance capital expenditures in 2006 through cash flow from operations. The Company decreased total debt by $6.8 million in 2005 after increasing debt by $3.8 million in 2004 and $11.5 million in 2003. The Company repaid $10.0 million of its Senior Notes in 2005 with cash from operations. The Company's Board of Directors has 4 authorized the Company to repurchase shares of its common stock, from time to time, depending on market conditions. The Company repurchased 458,000 common shares for $12.8 million in 2005, 168,400 common shares for $5.6 million in 2004 and did not repurchase any common shares in 2003. Off-Balance Sheet Arrangements In accordance with the definition under SEC rules, the following qualify as off-balance sheet arrangements: o any obligation under certain guarantees or contracts; o a retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; o any obligation under certain derivative instruments; and o any obligation under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant. The following discussion addresses each of the above items for the Company. On December 31, 2005, the Company was not liable for guarantees of indebtedness owed by third parties. As of December 31, 2005, the Company was not directly liable for the debt of any unconsolidated entity, and the Company does not have any retained or contingent interest in assets as defined above. As of December 31, 2005, the Company does not hold any derivative financial instruments, as defined by FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. As part of the Company's ongoing business, the Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities ("SPEs"), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2005 and 2004, the Company is not involved in any unconsolidated SPE transactions. Contractual Obligations Achieving optimal returns on cash often involves making long-term commitments. SEC regulations require that the Company present its contractual obligations, and the Company has done so in the table that follows. However, the Company's future cash flow prospects cannot reasonably be assessed based on such obligations, as the most significant factor affecting its future cash flows is its ability to earn and collect cash from its customers. Future cash outflows, whether they are contractual obligations or not, will vary based on the Company's future needs. Further, normal operations involve significant expenditures that are not based on "commitments." Examples of such expenditures include amounts paid for income taxes or for salaries and benefits. The following table summarizes contractual obligations and commitments, as of December 31, 2005 (in thousands):
Payment Due By Period - ------------------------------------------------------------------------------------------------------------------ Less than More than Contractual Obligations Total 1 year 1 - 3 years 3 - 5 years 5 years - ------------------------------------------------------------------------------------------------------------------ Long-term debt obligations $26,682 $26,682 $ -- $ -- $ -- Interest payments 816 816 -- -- -- Supplemental Executive Retirement Plan 1,899 -- 160 -- 1,739 Operating lease payments 16,610 4,891 4,283 2,514 4,922 - ------------------------------------------------------------------------------------------------------------------ Total $46,007 $32,389 $ 4,443 $ 2,514 $ 6,661 - ------------------------------------------------------------------------------------------------------------------
Recent Accounting Pronouncements In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 151, "Inventory Costs - An Amendment of Accounting Research Bulletin No. 43, Chapter 4." SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included as overhead. SFAS 151 also requires that the allocation of fixed production overhead to conversion costs be based on normal capacity of the production facilities. SFAS 151 must be applied prospectively beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on the Company's consolidated financial statements. In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment," replacing SFAS No. 123 and superseding Accounting Principles Board (APB) Opinion No. 25. 5 SFAS 123R requires public companies to recognize compensation expense for the cost of awards of equity compensation effective July 1, 2005. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107, "Share-Based Payment," which expresses the views of the Staff regarding the adoption of SFAS No. 123R. In April 2005, the effective date to apply the provisions of the pronouncement was postponed for public entities to fiscal years beginning after June 15, 2005. The company will adopt SFAS 123R effective January 1, 2006. The Company estimates that the compensation cost for fiscal 2006 will range between $3.9 million and $4.5 million on a before-tax basis. The Company's assessment of the estimated compensation charge is affected by the Company's stock price as well as assumptions regarding a number of complex and subjective variables and the related tax impact. Those variables include, but are not limited to, the Company's stock price volatility and employee stock option exercise behaviors. The Company will recognize the compensation cost for the stock-based awards issued on or after January 1, 2006, using the straight-line attribution method over the vesting period for the entire award. The Company will adopt SFAS No. 123R using the modified prospective application method. 6 Critical Accounting Policies Certain of the accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate estimates and assumptions for calculating amounts to record in the financial statements. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position. Significant accounting policies are more fully described in the notes to the consolidated financial statements included elsewhere in this Annual Report. Certain accounting policies, however, are considered to be critical in that they are most important to the depiction of the Company's financial condition and results of operations and their application requires management's subjective judgment in making estimates about the effect of matters that are inherently uncertain. The Company believes the following accounting policies are the most critical to aid in fully understanding and evaluating its reported financial results, as they require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. The Company has reviewed these critical accounting policies and related disclosures with the Audit Committee of its Board of Directors. Allowance for Doubtful Accounts: The Company evaluates the collectibility of its trade receivables based on a combination of factors. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a specific customer's inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also records allowances for all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical experience. Historically, the allowance for doubtful accounts has been adequate to cover bad debts. If circumstances related to specific customers change, the estimates of the recoverability of receivables could be further adjusted. However, due to the Company's diverse customer base and lack of credit concentration, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Credit Memos: The Company evaluates sales activity for credits to be issued on sales recorded prior to the end of the fiscal year. These credits relate to the return of inventory, pricing adjustments and credits issued to a customer based upon achieving prearranged sales volumes. Volume based incentives offered to customers are based upon the estimated cost of the program and are recognized as a reduction to revenue as products are sold. However, due to the Company's customer base, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Inventory: The Company performs a detailed assessment of inventory, which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing and quality issues. Based on the analysis, the Company records adjustments to inventory for excessiveness, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, inventory reserves have been adequate to reflect inventory at net realizable values. Revisions to inventory adjustments may be required if actual demand, component costs or product life cycles differ from estimates. However, due to the Company's diverse product lines and end user markets, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Goodwill and Other Intangibles: The Company determined the fair value of each of its reporting units by using a guideline company method to estimate market value. A valuation multiple is derived for each business segment from transactions involving companies similar to the Company. That multiple is applied to an EBITDA of each segment to estimate the market value of that segment. In making these estimates, the Company considered the markets it was addressing, the competitive environment and its advantages. The Company determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed. The Company will continue to perform a goodwill impairment test on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include underperformance relative to historical or projected future operating results and declines in acquisition and trading multiples. Due to the diverse end user base and non-discretionary product demand, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. Long-Lived Assets: The Company evaluates long-lived assets on an ongoing basis. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. The Company's estimates of future cash flows from such assets could be impacted if it underperforms relative to historical or projected future operating results. However, due to the Company's diverse product lines and end user markets, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Pension and Supplemental Executive Retirement Plan: Accounting for pensions requires estimating the future benefit cost and recognizing the cost over the employee's expected period of employment with the Company. Certain assumptions are required in the calculation of pension costs and obligations. These assumptions include the discount rate, salary scales and the expected long-term rate of return on plan assets. The discount rate is intended to represent the rate at which pension benefit obligations could be settled by purchase of an annuity contract. These assumptions are subject to change based on stock and bond market returns and other economic factors. Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and therefore generally affect its recognized expense and accrued liability in such future periods. While the Company believes that its assumptions are appropriate given current economic conditions and its actual experience, significant differences in results or significant changes in the Company's assumptions may materially affect its pension obligations and related future expense. 7 Environmental Liabilities: Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure and are discounted based upon certain assumptions. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. Other Contingencies: In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relations, product liability claims, trademark rights and a variety of other matters. The Company records contingent liabilities resulting from claims against it when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe that any of its pending legal proceedings or claims will have a material impact on its financial position or results of operations. However, if actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. 8 Market Risk The Company is exposed to market risk from changes in interest rates, foreign exchange rates, customer solvency and commodities. The Company had debt outstanding at December 31, 2005, in the form of a domestic revolving credit facility and a foreign line of credit at variable rates. While 100% of this debt has variable interest rates, the Company's interest expense is not materially sensitive to changes in interest rate levels since debt levels and potential interest expense increases are small relative to earnings. A portion of the Company's operations consists of manufacturing and sales activities in foreign countries. The Company has manufacturing facilities in Mexico, the U.K., Ireland, Germany, China and the Philippines. During 2005, sales exported from the United States or manufactured abroad accounted for 59.8% of total sales. Substantially all sales in Europe are denominated in Euro, U.S. Dollar and British Pound Sterling, and substantially all sales in the Asia-Pacific region are denominated in U.S. Dollar, Japanese Yen and South Korean Won. The Company's identifiable foreign exchange exposures result from the purchase and sale of products from affiliates, repayment of intercompany trade and loan amounts and translation of local currency amounts in consolidation of financial results. As international sales were more than half of total sales, a significant portion of the resulting accounts receivable are denominated in foreign currencies. Changes in foreign currency exchange rates or weak economic conditions in the foreign countries in which it manufactures and distributes products could affect the Company's sales, accounts receivable values and financial results. The Company uses netting and offsetting intercompany account management techniques to reduce known foreign currency exposures where possible and also, from time to time, utilizes derivative instruments to hedge certain foreign currency exposures deemed to be material. Delphi Corporation, a significant customer of the Company, filed bankruptcy on October 8, 2005. Delphi accounts receivable affected by the bankruptcy are approximately $3.0 million. The Company recorded a $1.0 million reserve against this balance in the third quarter of 2005 and is actively monitoring this situation and assessing any further financial impact this may have. The Company granted a license covering the MINI(R) fuse technology 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 $50,000. This license expires on April 16, 2006. The Company uses various metals in the production of its products, including zinc and copper. The Company's earnings are exposed to fluctuations in the prices of these commodities. The Company does not currently use derivative financial instruments to mitigate this commodity price risk. A 10% increase in the price of zinc and copper would reduce pre-tax profit by approximately $0.7 million and $0.7 million, respectively. The Company does not believe it has significant exposure to market risk from changes in interest rates and foreign exchange rates. 9 Outlook The Company believes its long-term growth strategy, which emphasizes development of new circuit protection products and providing customers with solutions and technical support in all major regions of the world, will drive sales growth in each of its segments. In addition, the fundamentals for both the electronics and electrical markets appear to be positive for 2006. Therefore, the Company expects moderate revenue growth in 2006 with all business segments and regions contributing. The Company initiated a series of projects in 2004 and 2005 to reduce costs in its global manufacturing and distribution operations. These programs, along with the integration and consolidation of Heinrich, are expected to generate cost savings to more than offset price erosion in 2006. The benefits of these programs are expected to have a favorable impact on earnings in 2006. The Company also plans to continue to increase research and development spending on new product development in order to help drive future sales growth. The Company is working to expand its share of the circuit protection market by leveraging new products that it has recently acquired or developed as well as improved solution selling capabilities. In the future, the Company will look for opportunities to add to its product portfolio and technical expertise so that it can provide customers with the most complete circuit protection solutions available in the marketplace. Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995. The statements in this section, the letter to shareholders and in the other sections of this report and in our Annual Report on Form 10-K, which are not historical facts are intended to constitute "forward-looking statements" that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, exchange rate fluctuations, actual purchases under agreements, the effect of the Company's accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, integration of acquisitions, and other risks which may be detailed in the Company's Securities and Exchange Commission filings. 10 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Littelfuse is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f). Littelfuse's internal control system was designed to provide reasonable assurance to its 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's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the Company's management concluded that, as of December 31, 2005, the Company's internal control over financial reporting is effective. Littelfuse's independent registered public accounting firm, Ernst & Young LLP, has audited management's assessment of the Company's internal control over financial reporting. Their report appears on page 13. 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. 11 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND SHAREHOLDERS OF LITTELFUSE, INC. We have audited the accompanying consolidated balance sheets of Littelfuse, Inc. and subsidiaries as of December 31, 2005, and January 1, 2005, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Littelfuse, Inc. and subsidiaries at December 31, 2005, and January 1, 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Littelfuse, Inc.'s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2006 expressed an unqualified opinion thereon. Ernst & Young LLP Chicago, Illinois March 13, 2006 12 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND SHAREHOLDERS OF LITTELFUSE, INC. We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that Littelfuse, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Littelfuse's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assessment that Littelfuse, Inc. maintained effective internal controls over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO control criteria. Also, in our opinion, Littelfuse, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2005 consolidated financial statements of Littelfuse, Inc. and our report dated March 13, 2006 expressed an unqualified opinion thereon. Ernst & Young LLP Chicago, Illinois March 13, 2006 13 Consolidated Balance Sheets
(In thousands) December 31, 2005 January 1, 2005 - ------------------------------------------------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 21,947 $ 28,583 Accounts receivable, less allowances (2005 - $11,903; 2004 - $10,019) 80,303 74,400 Inventories 63,423 71,766 Deferred income taxes 11,927 17,056 Assets held for sale (Efen) 17,633 23,308 Prepaid expenses and other current assets 7,936 5,709 - ------------------------------------------------------------------------------------------------------------------ Total current assets 203,169 220,822 Property, plant, and equipment: Land 13,370 13,617 Buildings 48,277 47,824 Equipment 254,829 233,481 - ------------------------------------------------------------------------------------------------------------------ 316,476 294,922 Accumulated depreciation (190,983) (166,786) - ------------------------------------------------------------------------------------------------------------------ 125,493 128,136 Intangible assets, net of amortization: Patents, licenses and software 2,891 2,416 Distribution network 6,508 8,750 Trademarks and tradenames 5,343 7,169 Goodwill 54,440 53,220 - ------------------------------------------------------------------------------------------------------------------ 69,182 71,555 Investments 5,590 4,886 Other assets 497 370 - ------------------------------------------------------------------------------------------------------------------ Total assets $ 403,931 $ 425,769 - ------------------------------------------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 20,457 $ 18,832 Accrued payroll 20,128 22,065 Accrued expenses 8,141 13,941 Accrued severance 7,866 8,722 Accrued income taxes 9,920 14,820 Liabilities held for sale (Efen) 6,722 7,757 Current portion of long-term debt 26,682 32,958 - ------------------------------------------------------------------------------------------------------------------ Total current liabilities 99,916 119,095 Long-term debt, less current portion -- 1,364 Deferred income taxes 1,879 7,355 Accrued post-retirement benefits 19,268 18,644 Other long-term liabilities 5,658 7,081 Minority Interest 144 2,146 Shareholders' equity: Preferred stock, par value $0.01 per share: 1,000,000 shares authorized; no shares issued and outstanding -- -- Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued and outstanding, 2005 - 22,229,288; 2004 - 22,549,595 222 225 Additional paid-in capital 99,078 96,008 Notes receivable from officers - common stock (17) (3,550) Accumulated other comprehensive income (loss) (2,426) 3,673 Retained earnings 180,209 173,728 - ------------------------------------------------------------------------------------------------------------------ Total shareholders' equity 277,066 270,084 - ------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholders' equity $ 403,931 $ 425,769 - ------------------------------------------------------------------------------------------------------------------
See accompanying notes. 14 Consolidated Statements of Income
(In thousands, except per share amounts) Year Ended December 31, 2005 January 1, 2005 January 3, 2004 - --------------------------------------------------------------------------------------------------------------------- Net sales $467,089 $476,833 $339,410 Cost of sales 322,537 303,036 234,984 - --------------------------------------------------------------------------------------------------------------------- Gross profit 144,552 173,797 104,426 Selling, general and administrative expenses 98,536 96,102 68,579 Research and development expenses 16,672 16,079 8,694 Impairment of long-term investment -- 2,277 -- Amortization of intangibles 2,378 2,336 1,072 - --------------------------------------------------------------------------------------------------------------------- Operating income 26,966 57,003 26,081 Interest expense 2,098 1,475 2,045 Other expense (income), net (3,068) 47 68 - --------------------------------------------------------------------------------------------------------------------- Earnings from continuing operations before minority interest and income taxes 27,936 55,481 23,968 Minority interest (86) 143 -- Income taxes 11,440 18,977 8,629 - --------------------------------------------------------------------------------------------------------------------- Earnings from continuing operations 16,582 36,361 15,339 Discontinued operations (net of tax expense of $645 and $252 in 2005 and 2004, respectively) 1,128 (333) -- - --------------------------------------------------------------------------------------------------------------------- Net income $ 17,710 $ 36,028 $ 15,339 - --------------------------------------------------------------------------------------------------------------------- Net income per share: Basic: Continuing operations $ 0.74 $ 1.64 $ 0.70 Discontinued operations 0.05 (0.02) -- -------- -------- -------- Net Income $ 0.79 $ 1.62 $ 0.70 ======== ======== ======== Diluted: - --------------------------------------------------------------------------------------------------------------------- Continuing operations $ 0.73 $ 1.61 $ 0.70 Discontinued operations 0.05 (0.02) -- -------- -------- -------- - --------------------------------------------------------------------------------------------------------------------- Net Income $ 0.78 $ 1.59 $ 0.70 ======== ======== ======== - --------------------------------------------------------------------------------------------------------------------- Weighted-average shares and equivalent shares outstanding: Basic 22,413 22,239 21,881 Diluted 22,582 22,604 22,004 - ---------------------------------------------------------------------------------------------------------------------
See accompanying notes. 15 Consolidated Statements of Cash Flows
(In thousands) Year Ended December 31, 2005 January 1, 2005 January 3, 2004 - ------------------------------------------------------------------------------------------------------------------- Operating activities Net income $ 17,710 $ 36,028 $ 15,339 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 28,738 23,859 20,029 Amortization of intangibles 2,495 2,441 1,072 Impairment of long-term investment -- 2,277 -- Provision for bad debts 1,884 802 50 Gain on sale of LC Fab (1,400) -- -- Deferred income taxes (1,564) 3,281 (6,458) Changes in operating assets and liabilities: Accounts receivable (11,185) (6,582) 387 Inventories 6,594 (4,277) 5,865 Accounts payable and accrued expenses (1,134) (7,709) 12,584 Prepaid expenses and other (3,996) 2,864 1,085 - ------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 38,142 52,984 49,953 Investing activities Purchases of property, plant and equipment (27,239) (22,079) (14,041) Purchase of businesses, net of cash acquired (3,658) (41,661) (44,590) Purchase of marketable securities -- -- (1,598) Sale of LC Fab 600 -- -- Sale of marketable securities -- -- 10,404 - ------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (30,297) (63,740) (49,825) Financing activities Proceeds from debt 48,819 42,200 30,500 Payments of debt (55,616) (38,402) (41,996) Proceeds from exercise of stock options 3,844 16,520 4,291 Notes receivable, common stock 3,533 -- -- Purchases of common stock (12,832) (5,604) -- - ------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (12,252) 14,714 (7,205) Effect of exchange rate changes on cash (2,229) 2,497 1,455 - ------------------------------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (6,636) 6,455 (5,622) Cash and cash equivalents at beginning of year 28,583 22,128 27,750 - ------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 21,947 $ 28,583 $ 22,128 - -------------------------------------------------------------------------------------------------------------------
See accompanying notes. 16 Consolidated Statements of Shareholders' Equity
(In thousands) Notes Accumulated Additional Receivable- Other Common Paid-In Common Comprehensive Retained Stock Capital Stock Income (Loss) Earnings Total - ------------------------------------------------------------------------------------------------------------------------------ Balance at December 28, 2002 $ 218 $ 71,918 $ (3,900) $ (9,901) $ 127,376 $ 185,711 Comprehensive income: Net income for the year -- -- -- -- 15,339 15,339 Change in net unrealized loss on derivatives -- -- -- (770) -- (770) Minimum pension liability adjustment* -- -- -- 3,216 -- 3,216 Foreign currency translation adjustment -- -- -- 4,413 -- 4,413 - ------------------------------------------------------------------------------------------------------------------------------ Comprehensive income 22,198 Payments on notes receivable -- -- 350 -- -- 350 Stock options exercised, including tax benefit of $357* 2 3,941 -- -- -- 3,943 - ------------------------------------------------------------------------------------------------------------------------------ Balance at January 3, 2004 $ 220 $ 75,859 $ (3,550) $ (3,042) $ 142,715 $ 212,202 Comprehensive income: Net income for the year -- -- -- -- 36,028 36,028 Change in net unrealized loss on derivatives -- -- -- 824 -- 824 Minimum pension liability adjustment* -- -- -- (458) -- (458) Unrealized loss on marketable securities* -- -- -- (1,095) -- (1,095) Foreign currency translation adjustment -- -- -- 7,444 -- 7,444 - ------------------------------------------------------------------------------------------------------------------------------ Comprehensive income 42,743 Payments on notes receivable -- -- -- -- -- -- Purchase of 168,400 shares of common stock (2) (587) -- -- (5,015) (5,604) Stock options exercised, including tax benefit of $3,946* 7 20,736 -- -- -- 20,743 - ------------------------------------------------------------------------------------------------------------------------------ Balance at January 1, 2005 $ 225 $ 96,008 $ (3,550) $ 3,673 $ 173,728 $ 270,084 Comprehensive income: Net income for the year -- -- -- -- 17,710 17,710 Change in net unrealized loss on derivatives -- -- -- 177 -- 177 Minimum pension liability adjustment* -- -- -- (1,111) -- (1,111) Unrealized gain on marketable securities* -- -- -- 999 -- 999 Foreign currency translation adjustment -- -- -- (6,164) -- (6,164) - ------------------------------------------------------------------------------------------------------------------------------ Comprehensive income 11,611 Payments on notes receivable -- -- 3,533 -- -- 3,533 Purchase of 458,000 shares of common stock (5) (1,598) -- -- (11,229) (12,832) Stock options exercised, including tax benefit of $443* 2 4,668 -- -- -- 4,670 - ------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 2005 $ 222 $ 99,078 $ (17) $ (2,426) $ 180,209 $ 277,066 - ------------------------------------------------------------------------------------------------------------------------------
*Including related tax impact. See accompanying notes. 17 Notes to Consolidated Financial Statements December 31, 2005 and January 1, 2005 1. Summary of Significant Accounting Policies and Other Information Nature of Operations: Littelfuse, Inc. and its subsidiaries (the Company) design, manufacture, and sell circuit protection devices for use in the automotive, electronic and electrical markets throughout the world. Fiscal Year: The Company's fiscal years ended December 31, 2005, January 1, 2005, and January 3, 2004, and contained 52, 53 and 52 weeks, respectively. Basis of Presentation: The consolidated financial statements include the accounts of Littelfuse, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements of Littelfuse, Inc. and its subsidiaries were prepared in accordance with generally accepted accounting principles in the United States of America and include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Certain amounts reported in previous years have been reclassified to conform to the 2005 presentation. Cash Equivalents: All highly liquid investments, with a maturity of three months or less when purchased, are considered to be cash equivalents. Investments: The Company has determined that all of its investment securities are to be classified as available-for-sale. Available-for-sale securities are carried at fair value with the unrealized gains and losses reported in "Shareholders' Equity" as a component of "Accumulated Other Comprehensive Income (Loss)." The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Fair Value of Financial Instruments: The Company's financial instruments include cash and cash equivalents, accounts receivable, investments and long-term debt. The carrying values of such financial instruments approximate their estimated fair values. Accounts Receivable: The Company performs credit evaluations of customers' financial condition and generally does not require collateral. Credit losses are provided for in the financial statements based upon specific knowledge of a customer's inability to meet its financial obligations to the Company. Historically, credit losses have consistently been within management's expectations and have not been a material amount. The Company also maintains allowances against accounts receivable for the settlement of rebates and sales discounts to customers. These allowances are based upon specific customer sales and sales discounts as well as actual historical experience. Inventories: Inventories are stated at the lower of cost or market (first in, first out method), which approximates current replacement cost. The Company maintains excess and obsolete allowances against inventory to reduce the carrying value to the expected net realizable value. These allowances are based upon a combination of factors including historical sales volume, market conditions, lower of cost or market analysis and expected realizable value of the inventory. Property, Plant and Equipment: Land, buildings, and equipment are carried at cost. Depreciation is calculated using the straight-line method with useful lives of 21 years for buildings, seven to nine years for equipment, seven years for furniture and fixtures, five years for tooling and three years for computer equipment. Prior to 2004, depreciation was calculated under accelerated methods with useful lives of 21 years for buildings, seven to nine years for equipment, and seven years for furniture and fixtures. The impact of this prospective change in depreciating new asset purchases was not material for 2005 or 2004. Intangible Assets: Trademarks and tradenames are amortized using the straight-line method over estimated useful lives that have a range of five to twenty years. Patents and licenses are amortized using the straight-line method or an accelerated method over estimated useful lives that have a range of four to nine years. The distribution networks are amortized on either a straight-line or accelerated basis over estimated useful lives that have a range of nine to twenty years. Goodwill is subject to an annual impairment test. The Company determined the fair value of each of its reporting units by using a guideline company method to estimate market value. A valuation multiple is derived for each business segment from transactions involving companies similar to the Company. That multiple is applied to an EBITDA of each segment to estimate the market value of that segment. In making these estimates, the Company considered the markets it was addressing, the competitive environment and its advantages. The Company determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed. The Company will continue to perform a goodwill impairment test on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include underperformance relative to historical or projected future operating results and declines in acquisition and trading multiples. Due to the diverse end user base and non-discretionary product demand, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. Pension and Other Post-retirement Benefits: Accounting for pensions requires estimating the future benefit cost and recognizing the cost over the employee's expected period of employment with the Company. Certain assumptions are required in the calculation of pension costs and obligations. These assumptions include the discount rate, salary scales and the expected long-term rate of return on plan assets. The discount rate is intended to represent the rate at which pension benefit obligations could be settled by 18 purchase of an annuity contract. These assumptions are subject to change based on stock and bond market returns and other economic factors. Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and therefore generally affect its recognized expense and accrued liability in such future periods. While the Company believes that its assumptions are appropriate given current economic conditions and its actual experience, significant differences in results or significant changes in the Company's assumptions may materially affect its pension obligations and related future expense. Environmental Liabilities: Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure and are discounted based upon certain assumptions. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. Revenue Recognition: In accordance with the Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition," issued in December 2003, sales and associated costs are recognized in accordance with customer shipping terms, which is when the transfer of title to the customer occurs. Such revenue is recognized when collectibility is reasonably assured. Certain distributors are allowed to return inventory in future periods based upon meeting predetermined volume levels. The liability associated with these returns is recognized as a reduction of revenue in the period when the product is sold. Liabilities related to other arrangements such as price protection with third parties are also recognized as expense in the period when the product is sold. Credit Memos: The Company evaluates sales activity for credits to be issued on sales recorded prior to the end of the fiscal year. These credits relate to the return of inventory, pricing adjustments and credits issued to a customer based upon achieving prearranged sales volumes. Volume based incentives offered to customers are based upon the estimated cost of the program and are recorded as products are sold. Advertising Costs: The Company expenses advertising costs as incurred, which amounted to $1.8 million in 2005, $2.2 million in 2004 and $1.2 million in 2003. Foreign Currency Translation: The Company's foreign subsidiaries use the local currency or the U.S. dollar as their functional currency, where appropriate. Assets and liabilities are translated using exchange rates at the balance sheet date and revenues and expenses are translated at weighted average rates. The amount of foreign currency conversion gain recognized in the income statement related to currency translation was $1.0 million, $2.4 million and $0.4 million in 2005, 2004 and 2003, respectively. Adjustments from the translation process are recognized in shareholders' equity as a component of other comprehensive income (loss). Derivative Instruments: The Company recognizes derivatives as either assets or liabilities on the Consolidated Balance Sheets and measures those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use and designation of the derivative instrument. For derivatives designated as cash flow hedges, the effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into earnings when the hedged exposure affects earnings. Derivative financial instruments involve, to a varying degree, elements of market and credit risk not recognized in the consolidated financial statements. The market risk associated with these instruments resulting from interest rate movements is expected to offset the market risk of the underlying transactions being hedged. The counterparties to the agreements relating to the Company's cross currency rate instruments consist of major international financial institutions with high credit ratings. The Company does not believe that there is significant risk of non-performance by these counterparties because the Company monitors the credit ratings of such counterparties, and limits the financial exposure and amount of agreements entered into with any one financial institution. While the notional amounts of the derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties' obligations under the contracts exceed the obligations of the Company to the counterparty. Stock-based Compensation: As permitted by Statement of Financial Accounting Standard (SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), the Company accounts for stock option grants to employees and directors in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," using the intrinsic value method. Generally, the Company grants stock options for a fixed number of shares with an exercise price equal to the market price of the underlying stock at the date of grant and, accordingly, does not recognize compensation expense. On certain occasions, the Company has granted stock options for a fixed number of shares with an exercise price below that of the underlying stock on the date of the grant and recognizes compensation expense accordingly. This compensation expense has not been material. See Note 11 for additional information on stock-based compensation. The following table discloses our pro forma net income and diluted net income per share had the valuation methods under SFAS 123 been used for our stock option grants. The table also discloses the weighted average assumptions used in estimating the fair value using the Black-Scholes option pricing method.
(In thousands, except per share amounts) 2005 2004 2003 - ---------------------------------------------------------------------------------- Net income as reported $17,710 $36,028 $15,339 Stock option compensation expense, net of tax* (3,172) (2,762) (2,520) - ---------------------------------------------------------------------------------- Pro forma net income $14,538 $33,266 $12,819 - ---------------------------------------------------------------------------------- Basic net income per share As reported $ 0.79 $ 1.62 $ 0.70 Pro forma $ 0.65 $ 1.50 $ 0.59 Diluted net income per share As reported $ 0.78 $ 1.59 $ 0.70 Pro forma $ 0.64 $ 1.47 $ 0.58 Risk-free interest rate 4.27% 4.14% 3.45% Expected dividend yield 0% 0% 0% Expected stock price volatility 39.4% 44.0% 46.9% Expected life of options 7 years 7 years 7 years - ----------------------------------------------------------------------------------
*2003 expense has been increased by $1,371 from amount originally presented. Proforma amounts were adjusted accordingly. 19 Accounting Pronouncements: In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, "Share-Based Payment," replacing SFAS No. 123 and superseding Accounting Principles Board (APB) Opinion No. 25. SFAS 123R requires public companies to recognize compensation expense for the cost of awards of equity compensation in the company's first fiscal year beginning after July 1, 2005. This compensation cost will be measured as the fair value of the award estimated using an option-pricing model on the grant date. The Company is currently evaluating the various transition provisions under SFAS 123R and will adopt SFAS 123R beginning January 1, 2006. The Company estimates that the compensation cost for fiscal 2006 will range between $3.9 million and $4.5 million on a pre-tax basis. In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment of Accounting Research Bulletin No. 43, Chapter 4." SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included as overhead. SFAS 151 also requires that the allocation of fixed production overhead to conversion costs be based on normal capacity of the production facilities. SFAS 151 must be applied prospectively beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on the Company's Consolidated Financial Statements. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses and the accompanying notes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in its evaluation, as considered necessary. Actual results could differ from those estimates. Shipping and Handling Fees and Costs: Amounts billed to customers in a sales transaction represent fees earned for the goods provided and, accordingly, amounts billed related to shipping and handling should be classified as revenue. Costs incurred for shipping and handling of $5.1 million, $4.6 million and $4.3 million in 2005, 2004 and 2003, respectively, are classified in Selling, General, and Administrative expenses. Restructuring Costs: The Company incurs severance charges and plant closure expenses as part of the Company's on-going cost reduction efforts. These charges are included in Cost of Sales or Selling, General and Administrative expense depending on the nature of the charge. 20 2. Acquisition of Business On May 6, 2004, the Company acquired 82% of the common stock of Heinrich Industrie AG ("Heinrich") for Euro 39.5 million (approximately $47.1 million) in cash and acquisition costs of approximately $1.8 million. The Company purchased the controlling interest in Heinrich from its two largest shareholders and initiated a tender offer for the remaining shares of the publicly held company. The Company funded the acquisition with $17.5 million in cash and $32.0 million of borrowings on an existing revolving line of credit. Subsequent to May 6, 2004, the Company purchased additional shares of Heinrich stock for approximately $8.7 million, bringing the total ownership to 97.2% as of January 1, 2004. During 2005 the Company acquired the remaining outstanding shares for approximately $3.7 million, bringing the total ownership to 100% as of December 31, 2005. Heinrich is the holding company for the Wickmann Group of circuit protection products, which has three business units: electronic, automotive and electrical. The Company has operated Heinrich in such business units subsequent to the acquisition. The Heinrich acquisition expands the Company's product offerings and strengthens the Company's position in the circuit protection industry. The acquisition was accounted for using the purchase method and the operations of Heinrich are included in the Company's operations from the date of acquisition. The following table sets forth the purchase price allocation for the acquisition of Heinrich in accordance with the purchase method of accounting with adjustments to record the acquired assets and liabilities of Heinrich at their estimated fair market or net realizable values.
Purchase price allocation (In thousands) - ----------------------------------------- Current assets $ 39,824 Property, plant and equipment 35,826 Patents, licenses and software 3,396 Distribution network 5,135 Trademarks and tradenames 788 Goodwill 15,488 Other assets 5,282 Current liabilities (30,778) Purchase accounting liabilities (11,460) Other long-term liabilities (16,580) Minority interest (1,602) ---------- $ 45,319 ==========
All goodwill and intangible assets are recorded in the European segment. Trademarks and tradenames have an average estimated useful life of five years. The distribution network has an average estimated useful life of nine years. Patents and licenses have an average estimated useful life of four years. Software has a useful life of three years. The weighted average estimated useful life for intangible assets is approximately seven years. Purchase accounting liabilities are estimated to be $11.5 million and are for redundancy costs to be paid through 2006 related to manufacturing operations and selling, general and administrative functions. The Company began formulating its plan to incur these costs as of the acquisition date. Current year additions to the Heinrich purchase accounting liability relate to redundancy costs recognized after 100% ownership was achieved. A summary of purchase accounting liabilities activity is shown below (in thousands):
Heinrich - ----------------------------------------------------- Balance at May 6, 2004 7,281 Additions -- Payments (85) - ----------------------------------------------------- Balance at January 1, 2005 7,196 Additions 4,179 Payments (8,685) - ----------------------------------------------------- Balance at December 31, 2005 $2,690 - -----------------------------------------------------
21 The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Heinrich acquisition had occurred on January 3, 2004.
(In thousands, except per share data) For the year ended 2005 2004 - --------------------------------------------------------------------------- Net sales $467,089 $511,252 Income from operations 26,966 56,335 Net income 17,710 36,001 Diluted net income per share $ 0.78 $ 1.59 - ---------------------------------------------------------------------------
These unaudited pro forma results are presented for comparative purposes only. The pro forma results are not necessarily indicative of what actual results would have been had the Heinrich acquisition been completed as of the beginning of the respective periods or of future results. 22 3. Inventories The components of inventories at December 31, 2005, and January 1, 2005 are as follows (in thousands):
2005 2004 - ----------------------------------------------------------- Raw materials $13,010 $15,845 Work in process 18,996 20,050 Finished goods 31,417 35,871 - ----------------------------------------------------------- Total inventories $63,423 $71,766 - -----------------------------------------------------------
23 4. Intangible Assets The Company recorded amortization expense of $2.4 million, $2.3 million and $1.1 million in 2005, 2004 and 2003, respectively. The details of intangible assets and future amortization expense of existing intangible assets at December 31, 2005, and January 1, 2005, are as follows (in thousands):
As of December 31, 2005 As of January 1, 2005 - ------------------------------------------------------------------------------------------------------------------ Weighted Gross Weighted Gross Average Carrying Accumulated Average Carrying Accumulated Useful Life Value Amortization Useful Life Value Amortization - ------------------------------------------------------------------------------------------------------------------ Patents and licenses 9.0 $27,193 $24,302 9.3 $25,775 $23,358 Distribution network 17.4 17,584 11,076 16.8 18,949 10,199 Trademarks and tradenames 14.7 10,210 4,867 14.1 11,430 4,262 - ----------------------------------------------------------------------------------------------------------------- Total $54,987 $40,245 $56,154 $37,819
Estimated amortization expense related to intangible assets with definite lives at December 31, 2005, is as follows (in thousands): 2006 $ 2,174 2007 2,143 2008 2,074 2009 1,849 2010 1,810 Thereafter 4,692 - --------------------------------------- $14,742 - ---------------------------------------
The amounts for goodwill and changes in the carrying value by operating segment are as follows at December 31, 2005, and January 1, 2005 (in thousands):
Additions and Additions and 2005 other adjustments 2004 other adjustments 2003 - ------------------------------------------------------------------------------------------------------------ Americas $38,624 $3,166 $35,458 $(1,034) $36,492 Europe 15,745 (1,569) 17,314 5,611 11,703 Asia-Pacific 71 (377) 448 -- 448 - ------------------------------------------------------------------------------------------------------------ Total goodwill $54,440 $1,220 $53,220 $ 4,577 $48,643 - ------------------------------------------------------------------------------------------------------------
The net decrease in European goodwill is related to the reclassification of goodwill from Europe to the Americas and foreign currency translation impact, partially offset by the additional purchase accounting liabilities recorded in 2005 related to the Heinrich acquisition. 24 5. Investments Included in investments are shares of Polytronics Technology Corporation Ltd. ("Polytronics"), a Taiwanese company, which was acquired as part of the Heinrich acquisition. The Company's shares held represent approximately 8.9% of total Polytronics shares outstanding during 2004 and 2005. The fair value of this investment is $4.8 million and $4.3 million at December 31, 2005 and January 1, 2005, respectively. Included in other comprehensive income (loss) is a cumulative loss of $0.1 million related to a decrease in the fair market value of Polytronics. As part of other comprehensive income, an unrealized loss of $1.1 million was recorded in 2004 and an unrealized gain of $1.0 million was recorded in 2005 related to Polytronics. 6. Discontinued Operations In December 2005, the Company announced its plan to sell the Efen business that consists of production and sales facilities in Uebigau and Eltville, Germany and Kaposvar, Hungary. The Company obtained Efen as part of its acquisition of Heinrich in May 2004. Results of operations for Efen have been reclassified and presented as discontinued operations for 2005 and 2004. Efen is part of the European segment for reporting purposes. Due to the Efen sale taking place in February 2006, the results of Efen will no longer be included in the Consolidated Statements of Income beginning in February 2006. Efen's results are summarized as follows for the periods ending December 31, 2005, and the period from May 6, 2004 to January 1, 2005 (in thousands):
2005 2004 - ------------------------------------------------------------ Net sales $32,988 $23,409 Income (loss) before taxes 1,773 (81) Income taxes 645 252 - ------------------------------------------------------------ Net income (loss) $1,128 $ (333) - ------------------------------------------------------------
Efen's significant balance sheet items are summarized as of December 31, 2005, and January 1, 2005 (in thousands):
2005 2004 - --------------------------------------------------------------------- Accounts receivable, net $2,867 $3,326 Inventory 5,780 7,314 Property, plant and equipment, net 5,577 8,329 Other assets 1,084 2,310 Goodwill 2,325 2,029 Current liabilities 3,407 3,816 Long term liabilities 3,315 3,941 - ---------------------------------------------------------------------
25 7. Long-term Obligations The carrying amounts of long-term debt at December 31, 2005, and January 1, 2005 are as follows (in thousands):
2005 2004 - ----------------------------------------------------------------------------- Revolving credit facility $21,000 $17,500 6.16% Senior Notes, maturing September 1, 2005 -- 10,000 Other obligations 5,682 6,822 - ----------------------------------------------------------------------------- 26,682 34,322 Less: Current maturities 26,682 32,958 - ----------------------------------------------------------------------------- $ -- $1,364 - -----------------------------------------------------------------------------
The Company has an unsecured domestic financing arrangement consisting of a credit agreement with banks that provides a $50.0 million revolving credit facility. The revolving line of credit balance becomes due in 2006 at which time the Company has the option to renew the line of credit. At December 31, 2005, the Company had available $29.0 million of borrowing capability under the revolving credit facility at an interest rate of LIBOR plus .875% (3.949% as of December 31, 2005). The Company intends to renew this line of credit upon maturity. The Company also had $5.8 million and $1.8 million in letters of credit outstanding at December 31, 2005, and January 1, 2005, respectively. The Company repaid $10.0 million of its Senior Notes in 2005. The Company also has an unsecured bank line of credit in Japan that provides a Yen 0.9 billion, an equivalent of $7.6 million, revolving credit facility at an interest rate of TIBOR plus .875% (0.941% as of December 31, 2005). The revolving line of credit balance becomes due within 2006. At December 31, 2005, the Company had an equivalent of $3.8 million outstanding on the Yen facility. The Company intends to renew this line of credit upon maturity. The domestic bank credit agreement contains covenants that, among other matters, impose limitations on the incurrence of additional indebtedness, future mergers, sales of assets, payment of dividends, and changes in control, as defined. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage, working capital, leverage and net worth. At December 31, 2005, and for the year then ended, the Company was in compliance with these covenants. Aggregate maturities of long-term obligations at December 31, 2005, are as follows (in thousands): 2006 $26,682 2007 -- 2008 -- 2009 -- 2010 -- 2011 and thereafter -- - ----------------------------------------------------------------------------- $26,682 - -----------------------------------------------------------------------------
Interest paid on long-term debt approximated $2.0 million in 2005, $1.7 million in 2004 and $2.1 million in 2003. 26 8. Coal Mining Liability Included in other long-term liabilities is an accrued liability related to a former coal mining operation at Heinrich for the amounts of $5.0 million and $5.8 million in 2005 and 2004, respectively. The accrual is based on an engineering study estimating the present value of the cost of future occurrences related to the coal mine shafts (such as a shaft collapse) and the probability of such occurrences. Actual amounts incurred could differ from the amount accrued. Ongoing maintenance of coal mine areas and shaft entrances are expensed as incurred. 27 9. Derivatives and Hedging On June 11, 2002, the Company entered into cross-currency rate swaps, with a notional amount of $11.6 million, as a cash flow hedge of the variability of Yen cash flows attributable to the USD/JPY exchange rate risk on forecasted intercompany sales of inventory to a Japanese subsidiary. The cross-currency rate swaps converted $11.6 million of the Company's fixed rate 6.16% U.S. Dollar debt to fixed rate 3.13% Japanese Yen debt. At the inception of the hedge, both the foreign currency swap and the intercompany sales subject to the hedge were denominated in Japanese Yen. The swap agreements were accounted for as a cash flow hedge and reported at fair value. There was no notional amount outstanding at December 31, 2005, as the cross-currency rate swap agreements expired during 2005. The Company's hedges were considered effective and the net gain or loss from hedge ineffectiveness and from the recognition of the unrealized loss were recognized in the consolidated statement of income and were not material. For the period from June 1, 2004, to September 30, 2005, Heinrich Industrie AG purchased Euro forward contracts that hedged the variability of U.S. Dollar cash attributable to the exchange rate risk on forecasted intercompany sales to U.S. and Asian subsidiaries. These forward contracts guaranteed the rate at which the U.S. Dollar cash flows would be converted to Euro in the future. These forward contracts expired in 2005. No forward currency contracts existed at December 31, 2005. The gains since the date of the Heinrich acquisition were recognized in the income statement and were immaterial. 28 10. Benefit Plans The Company has a defined-benefit pension plan covering substantially all of its North American employees. The amount of the retirement benefit is based on years of service and final average pay. The plan also provides post-retirement medical benefits to retirees and their spouses if the retiree has reached age 62 and has provided at least ten years of service prior to retirement. Such benefits generally cease once the retiree attains age 65. The Company also has defined benefit pension plans covering employees in the U.K., Ireland, Germany, Japan and the Netherlands. The amount of these retirement benefits is based on years of service and final average pay. Liabilities resulting from the plan that covers employees in the Netherlands are settled annually through the purchase of insurance contracts. Separate from the foreign pension data presented below, net periodic expense for the plan covering Netherlands employees was $0.6 million, $0.2 million and $0.3 million in 2005, 2004 and 2003, respectively. The Company's contributions are made in amounts sufficient to satisfy legal requirements and ensure funding to at least 90% of the ERISA Current Liability amount. In 2006, the Company expects to make contributions to defined benefit pension plans in the range of $1.0 million to $4.0 million. Changes in actual return on pension plan assets are deferred and recognized over a period of three years. The deferral of actual gains and losses affects the calculated value of plan assets and therefore future pension expense. Differences between total pension expense of $4.8 million, $4.3 million, and $3.6 million in 2005, 2004 and 2003, respectively, were not material to the overall financial performance of the Company. The increases in pension expense in 2005 and 2004 were primarily due to lower asset investment returns than assumed and a decrease in the discount rate. Benefit plan related information, including EFEN, is as follows:
U.S. Foreign - ---------------------------------------------------------------------------------------------------------------- 2005 2004 2005 2004 - ----------------------------------------------------------------------------------------------------------------- Change in benefit obligation Benefit obligation at beginning of year $ 60,225 $ 55,648 $ 45,611 $ 27,479 Service cost 3,259 2,759 818 1,066 Interest cost 3,664 3,498 1,971 1,877 Plan participants' contributions -- -- 362 178 Acquisition opening balance as of 5/06/04 -- -- -- 11,771 Net actuarial loss 2,363 1,430 6,474 654 Benefits paid (3,086) (3,110) (1,811) (1,196) Effect of exchange rate movements -- -- (6,135) 3,782 - --------------------------------------------------------------------------------------------------------------- Benefit obligation at end of year $ 66,425 $ 60,225 $ 47,290 $ 45,611 - --------------------------------------------------------------------------------------------------------------- Change in plan assets at fair value Fair value of plan assets at beginning of year $ 47,795 $ 44,667 $ 26,586 $ 22,997 Actual return on plan assets 3,227 5,238 4,170 1,601 Employer contributions 2,500 1,000 2,184 580 Plan participant contributions -- -- 362 178 Benefits paid (3,086) (3,110) (906) (676) Effect of exchange rate movements -- -- (3,609) 1,906 - --------------------------------------------------------------------------------------------------------------- Fair value of plan assets at end of year $ 50,436 $ 47,795 $ 28,787 $ 26,586 - --------------------------------------------------------------------------------------------------------------- Unfunded status $(15,989) $(12,430) $(18,503) $(19,025) Unrecognized prior service cost (benefit) 105 114 (112) (138) Unrecognized transition asset -- -- (1,269) (1,576) Unrecognized net actuarial gain 8,690 6,236 9,887 7,173 - --------------------------------------------------------------------------------------------------------------- Net amount recognized $ (7,194) $ (6,080) $ (9,997) $(13,566) - --------------------------------------------------------------------------------------------------------------- Amounts recognized in the Consolidated Balance Sheet consist of: Prepaid benefit cost $ -- $ -- $ 1,554 $ 67 Accrued benefit liability (7,194) (6,080) (13,366) (14,337) Accumulated other comprehensive income -- -- 1,815 704 - --------------------------------------------------------------------------------------------------------------- Net amount recognized $ (7,194) $ (6,080) $ (9,997) $(13,566) - ---------------------------------------------------------------------------------------------------------------
A reconciliation of the accrued benefit liability to the consolidated balance sheet is as follows:
2005 2004 - -------------------------------------------------------------------------------- Accrued benefit liability $20,560 $20,417 Less: Efen 1,292 1,773 - -------------------------------------------------------------------------------- Accrued post-retirement benefits 19,268 18,644
29 The accumulated benefit obligation for the U.S. defined benefits plans was $55,372 and $51,102 at December 31, 2005, and January 1, 2005, respectively. The accumulated benefit obligation for the foreign plans was $41,917 and $40,573 at December 31, 2005, and January 1, 2005, respectively.
U.S. Foreign - ------------------------------------------------------------------------------------------------------------- 2005 2004 2003 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------- Components of net periodic benefit cost Service cost $ 3,259 $ 2,759 $ 2,667 $ 1,210 $ 1,269 $ 995 Interest cost 3,664 3,498 3,551 1,971 1,877 1,260 Expected return on plan assets (3,728) (3,649) (3,664) (1,681) (1,521) (1,243) Amortization of prior service cost 10 10 10 (13) (13) (11) Amortization of transition asset -- -- -- (112) (90) (102) Amortization of losses 409 158 110 173 206 253 - ------------------------------------------------------------------------------------------------------------- Total cost of the plan for the year 3,614 2,776 2,674 1,548 1,728 1,152 Expected plan participants' contribution -- -- -- (392) (203) (208) - ------------------------------------------------------------------------------------------------------------- Net periodic benefit cost $ 3,614 $ 2,776 $ 2,674 $ 1,156 $ 1,525 $ 944 - -------------------------------------------------------------------------------------------------------------
Weighted average assumptions used to determine benefit obligations at year-end 2005, 2004 and 2003:
U.S. Foreign - ------------------------------------------------------------------------------------------------------------------- 2005 2004 2003 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------- Discount rate 6.0% 6.0% 6.5% 4.3% 4.8% 5.5% Compensation increase rate 4.5% 4.5% 4.5% 3.2% 3.4% 4.0% Measurement dates 12/31/05 12/31/04 12/31/03 12/31/05 12/31/04 12/31/03
Weighted average assumptions used to determine net periodic benefit cost for the years 2005, 2004 and 2003:
U.S. Foreign - ------------------------------------------------------------------------------------------------------------------- 2005 2004 2003 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------- Discount rate 6.0% 6.5% 6.8% 4.8% 5.5% 5.5% Expected return on plan assets 8.5% 8.8% 9.0% 6.7% 6.7% 6.7% Compensation increase rate 4.5% 4.5% 4.5% 3.2% 4.0% 4.0% Measurement dates 1/01/05 1/01/04 1/01/03 1/01/05 1/01/04 1/01/03
Expected benefit payments to be paid to participants for the fiscal year ending are as follows (in thousands):
U.S. Foreign 2006 $2,834 $1,664 2007 3,025 2,060 2008 3,193 1,684 2009 3,326 1,564 2010 3,512 3,360 2011-2015 20,859 12,407
Defined Benefit Plan Assets Based upon analysis of the target asset allocation and historical returns by type of investment, the Company has assumed that the expected long-term rate of return will be 8.5% on domestic plan assets and 6.7% on foreign plan assets. Assets are invested to maximize long-term return taking into consideration timing of settlement of the retirement liabilities and liquidity needs for benefits payments. Actual investment returns over the last three years have been less than the assumed long-term rate of return and, should this trend continue, net periodic benefit cost would increase. U.S. defined benefit pension assets were invested as follows and were not materially different from the target asset allocation: 30
U.S. Asset Allocation - ------------------------------------------------------------------------- 2005 2004 - ------------------------------------------------------------------------- Equity securities 73% 74% Debt securities 27% 26% - ------------------------------------------------------------------------- 100% 100% - -------------------------------------------------------------------------
Foreign Asset Allocation - ------------------------------------------------------------------------- 2005 2004 - ------------------------------------------------------------------------- Equity securities 66% 75% Debt securities 24% 14% Property 8% 8% Cash 2% 3% - ------------------------------------------------------------------------- 100% 100% - -------------------------------------------------------------------------
Defined Contribution Plans The Company also maintains a 401(k) savings plan covering substantially all U.S. employees. The Company matches 50% of the employee's annual contributions for the first 4% of the employee's gross wages. Employees vest in the Company contributions after two years of service. Company matching contributions amounted to $0.6 million, $0.5 million and $0.5 million in 2005, 2004 and 2003, respectively. The Company provides additional retirement benefits for certain key executives through its unfunded defined contribution Supplemental Executive Retirement Plan. The charge to expense for this plan amounted to $0.3 million, $0.7 million and $0.7 million in 2005, 2004 and 2003, respectively. 31 11. Shareholders' Equity Stock Options: The Company has stock option plans authorizing the granting of both incentive and nonqualified options and other stock rights of up to 4,425,000 shares of common stock to employees and directors. The stock options issued prior to 2002 vest over a five-year period and are exercisable over a ten-year period commencing from the date of vesting. The Company changed its policy in 2002 whereby the stock options vest over a five-year period and are exercisable over a ten-year period commencing from the date of the grant. This change was not made to stock options already granted. A summary of stock option information follows:
2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price - ----------------------------------------------------------------------------------------------------------------- Outstanding at beginning of year 1,660,440 $26.97 2,046,720 $23.55 1,976,605 $23.73 Options granted Option price equals market price 386,750 28.06 363,750 38.44 361,750 22.18 Option price less than market price -- -- -- -- 20,000 7.00 - ----------------------------------------------------------------------------------------------------------------- Total options granted 386,750 28.06 363,750 38.44 381,750 21.38 Exercised (182,230) 21.09 (706,880) 22.93 (169,015) 17.29 Forfeited (45,600) 30.60 (43,150) 26.72 (142,620) 27.64 - ----------------------------------------------------------------------------------------------------------------- Outstanding at end of year 1,819,360 $27.66 1,660,440 $26.97 2,046,720 $23.55 - ----------------------------------------------------------------------------------------------------------------- Exercisable at end of year 876,410 $25.57 772,440 $23.97 1,114,028 $22.92 Available for future grant 95,530 454,030 774,870 Weighted-average fair value of options granted during the year $13.63 $19.87 $13.71 Option price equals market price 13.63 19.87 13.25 Option price less than market price -- -- 23.89 - -----------------------------------------------------------------------------------------------------------------
As of December 31, 2005, the Company had the following outstanding options:
Weighted- Weighted- Options Average Average Options Exercise Price Outstanding Exercise Price Remaining Life Exercisable - -------------------------------------------------------------------------------------------- $3.69 to $ 5.00 19,700 $ 4.63 4.76 19,660 $7.00 to $11.16 22,200 8.56 5.49 15,000 $11.63 to $16.50 35,060 13.29 3.90 33,020 $17.05 to $25.25 621,170 21.79 7.74 415,690 $26.63 to $38.80 1,121,230 32.14 8.97 393,040 - --------------------------------------------------------------------------------------------
Notes Receivable From Officers - Common Stock: In 1995, the Company established the Executive Loan Program under which certain management employees could then obtain interest-free loans from the Company to facilitate their exercise of stock options and payment of the related income tax liabilities. Such loans, limited to 90% of the exercise price plus related tax liabilities, have a five-year maturity, subject to acceleration for termination of employment or death of the employee. Such loans are classified as a reduction of shareholders' equity. The Company changed its policy in 2002 such that management employees may no longer obtain such loans. Accumulated Other Comprehensive Income (Loss): At the end of the year the components of accumulated other comprehensive income (loss) were as follows (in thousands):
December 31, January 1, 2005 2005 - ------------------------------------------------------------------------------ Net unrealized loss on derivatives $ -- $ (177) Minimum pension liability adjustment, net of tax (1,815) (704) Loss on marketable securities (96) (1,095) Foreign currency translation adjustment (515) 5,649 - ------------------------------------------------------------------------------ Total $(2,426) $ 3,673 - ------------------------------------------------------------------------------
Preferred Stock: The Board of Directors may authorize the issuance from time to time of preferred stock in one or more series with such designations, preferences, qualifications, limitations, restrictions, and optional or other special rights as the Board may fix by resolution. 32 12. Income Taxes Federal, state, and foreign income tax expense (benefit) consists of the following (in thousands):
2005 2004 2003 - ---------------------------------------------------------------------------- Current: Federal $ 2,735 $ 6,402 $10,346 State 41 1,196 339 Foreign 10,228 8,098 4,402 - ---------------------------------------------------------------------------- Subtotal 13,004 15,696 15,087 Deferred: Federal and state 1,956 3,087 (6,897) Foreign (3,520) 194 439 - ---------------------------------------------------------------------------- Subtotal (1,564) 3,281 (6,458) - ---------------------------------------------------------------------------- Provision for income taxes $ 11,440 $18,977 $ 8,629 - ----------------------------------------------------------------------------
Domestic and foreign earnings from continuing operations before minority interest and income taxes is as follows (in thousands):
2005 2004 2003 - --------------------------------------------------------------------------------------- Domestic $1,484 $28,115 $6,808 Foreign 26,452 27,366 17,160 - --------------------------------------------------------------------------------------- Earnings from continuing operations before minority interest and income taxes $27,936 $55,481 $23,968 - ---------------------------------------------------------------------------------------
A reconciliation between income taxes computed on income before income taxes at the federal statutory rate and the provision for income taxes is provided below (in thousands):
2005 2004 2003 - ---------------------------------------------------------------------------------- Tax expense at statutory rate of 35% $ 9,785 $ 19,050 $8,389 State and local taxes, net of federal tax benefit 27 777 220 Foreign income tax rate differential (47) (1,846) (611) Foreign losses for which no tax benefit is available 1,446 759 -- Valuation allowance (753) 753 -- Tax on unremitted earnings 790 91 -- Other, net 192 (607) 631 - ---------------------------------------------------------------------------------- Provision for income taxes $11,440 $ 18,977 $8,629 - ----------------------------------------------------------------------------------
Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting bases and the tax bases of the Company's assets and liabilities. Significant components of the Company's deferred tax assets and liabilities at December 31, 2005, and January 1, 2005, are as follows (in thousands):
2005 2004 - ------------------------------------------------------------------------- DEFERRED TAX LIABILITIES Tax depreciation and amortization in excess of book $ 8,100 $ 4,765 Foreign 407 1,675 Other 768 511 - ------------------------------------------------------------------------- Total deferred tax liabilities 9,275 6,951 DEFERRED TAX ASSETS Accrued expenses 12,097 14,475 Foreign tax credit carryforwards 4,574 2,994 AMT credit carryforwards 1,318 -- Foreign net operating loss carryforwards 2,100 5,706 - ------------------------------------------------------------------------- Gross deferred tax assets 20,089 23,175 Less: Valuation allowance (766) (6,523) Total deferred tax assets 19,323 16,652 - ------------------------------------------------------------------------- Net deferred tax assets $ 10,048 $ 9,701 - -------------------------------------------------------------------------
The deferred tax asset valuation allowance is related to deferred tax assets from foreign net operating losses and a reversal of a capital loss from a non-controlled foreign investment. The foreign tax credit carryforwards begin to expire in 2013. A deferred tax 33 asset relating to a net operating loss from an acquired group of companies has not been recorded since the amount cannot be reasonably estimated between a range of $0.0 to $14.0 million. The Company paid income taxes of approximately $9.5 million, $11.2 million and $2.7 million in 2005, 2004 and 2003, respectively. U.S. income taxes were not provided for on a cumulative total of approximately $37.0 million of undistributed earnings for certain non-U.S. subsidiaries as of December 31, 2005, and accordingly, no deferred tax liability has been established relative to these earnings. The determination of the deferred tax liability associated with the distribution of these earnings is not practicable. 34 13. Business Segment Information The Company designs, manufactures and sells circuit protection devices throughout the world. The Company's reportable segments are consistent with how it currently manages the business. The Company has three reportable geographic segments: the Americas, Europe and Asia-Pacific. The segments are defined as components of the company about which financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The circuit protection market in these geographical segments is categorized into three major product areas: electronic, automotive and electrical. The Company evaluates the performance of each geographic segment based on its net income or loss. The Company also accounts for intersegment sales as if the sales were to third parties. The Company's reportable segments are the business units where the revenue is earned and expenses are incurred. The Company has subsidiaries in the Americas, Europe and Asia-Pacific where each region is measured based on its net sales and earnings (loss) from continuing operations. Information concerning the operations in these geographic segments for the fiscal years ended 2005, 2004 and 2003 are as follows (in thousands):
Asia- Combined Consolidated Americas* Europe Pacific Total Eliminations Total - ---------------------------------------------------------------------------------------------------------------------------- Net sales 2005 $195,974 $114,943 $156,172 $467,089 $ -- $467,089 2004 234,835 105,728 136,270 476,833 -- 476,833 2003 167,417 61,098 110,895 339,410 -- 339,410 Intersegment revenues 2005 159,036 66,256 70,370 295,662 (295,662) -- 2004 137,611 58,376 28,718 224,705 (224,705) -- 2003 70,882 54,742 21,443 147,067 (147,067) -- Interest expense 2005 1,978 74 46 2,098 -- 2,098 2004 1,668 (191) (2) 1,475 -- 1,475 2003 2,068 (25) 2 2,045 -- 2,045 Depreciation and 2005 17,648 10,676 2,792 31,116 -- 31,116 amortization 2004 16,749 8,134 1,312 26,195 -- 26,195 2003 17,210 1,541 2,350 21,101 -- 21,101 Other expense 2005 (1,530) (1,068) (470) (3,068) -- (3,068) (income), net 2004 (2,106) 1,424 729 47 -- 47 2003 (728) 91 705 68 -- 68 Income taxes 2005 6,031 1,882 3,527 11,440 -- 11,440 2004 11,589 2,839 4,549 18,977 -- 18,977 2003 4,326 1,022 3,281 8,629 -- 8,629 Earnings (loss) from 2005 4,193 (5,484) 17,873 16,582 -- 16,582 continuing operations 2004 21,157 (439) 15,643 36,361 -- 36,361 2003 4,538 869 9,932 15,339 -- 15,339 Net income (loss) 2005 4,193 (4,356) 17,873 17,710 -- 17,710 2004 21,157 (772) 15,643 36,028 -- 36,028 2003 4,538 869 9,932 15,339 -- 15,339 Long-lived assets 2005 148,380 124,269 18,634 291,283 (90,521) 200,762 2004 130,120 169,822 15,837 315,779 (110,832) 204,947 2003 177,518 31,732 12,839 222,089 (59,659) 162,430 Capital expenditures 2005 20,371 3,127 3,741 27,239 -- 27,239 2004 15,766 2,908 3,405 22,079 -- 22,079 2003 12,157 1,954 (70) 14,041 -- 14,041 - ----------------------------------------------------------------------------------------------------------------------------
*Corporate is included in the Americas. This was reported separately in amounts previously presented. 35 - -------------------------------------------------------------------------------- The Company's revenues by product areas for the years ended December 31, 2005, January 1, 2005 and January 3, 2004, are as follows (in thousands):
Revenues 2005 2004 2003 - ------------------------------------------------------------------------ Electronic $ 305,870 $ 325,617 $ 206,523 Automotive 118,595 113,690 98,327 Electrical 42,624 37,526 34,560 - ------------------------------------------------------------------------ Consolidated total $ 467,089 $ 476,833 $ 339,410 - ------------------------------------------------------------------------
No single customer accounted for more than 10% of revenue. 36 14. Lease Commitments The Company leases certain office and warehouse space as well as certain machinery and equipment under non-cancelable operating leases. Rental expense under these leases was approximately $5.5 million in 2005, $4.4 million in 2004 and $3.4 million in 2003. Rent expense is recognized on a straight-line basis over the term of the leases. The difference between straight-line basis rent and the amount paid has been recorded as accrued lease obligations. The Company also has leases that have lease renewal provisions. As of December 31, 2005, all operating leases outstanding were with third parties. Future minimum payments for all non-cancelable operating leases with initial terms of one year or more at December 31, 2005, are as follows (in thousands): 2006 $ 4,891 2007 2,860 2008 1,423 2009 1,336 2010 1,178 2011 and thereafter 4,922 - -------------------------------------------------- Total lease commitments $16,610 - --------------------------------------------------
The Company did not have any capital leases as of December 31, 2005. 37 15. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share:
(In thousands, except per share amounts) 2005 2004 2003 - -------------------------------------------------------------------------------- Numerator: Net income $17,710 $36,028 $ 15,339 - -------------------------------------------------------------------------------- Denominator: Denominator for basic earnings per share - Weighted-average shares 22,413 22,239 21,881 Effect of dilutive securities: Employee stock options 169 365 123 - -------------------------------------------------------------------------------- Denominator for diluted earnings per share - Adjusted weighted- average shares and assumed conversions 22,582 22,604 22,004 Basic earnings per share $ 0.79 $ 1.62 $ 0.70 - -------------------------------------------------------------------------------- Diluted earnings per share $ 0.78 $ 1.59 $ 0.70 - --------------------------------------------------------------------------------
Options to purchase 712,153,362,500 and 1,376,122 shares of common stock were outstanding at December 31, 2005, January 1, 2005, and January 3, 2004, respectively, but were not included in the computation of diluted earnings per share because the effect of including such options would have been anti-dilutive. 16. Restructuring During 2005 the Company announced a downsizing of its Ireland operation and outsourcing of more of its varistor manufacturing to lower cost Asian subcontractors. A liability of $4.9 million was recorded related to redundancy costs for the manufacturing operation associated with this downsizing. This restructuring impacts approximately 35 associates in various production and support related roles. These costs are expected to be paid in 2006. 17. Subsequent Events On February 3, 2006, the Company acquired SurgX Corporation for $2.5 million. On February 22, 2006, the Company announced the acquisition of Concord Semiconductor. The acquisition of Concord Semiconductor is expected to close in the second quarter of 2006. During February 2006, the Company completed the sale of the Efen business for approximately $14 million. Selected Financial Data (in thousands, except per share data) Five-Year Summary
2005* 2004* 2003** 2002 2001 - ----------------------------------------------------------------------------------------------- Net sales $467,089 476,833 $339,410 $283,267 $272,149 Gross profit 144,552 173,797 104,426 88,623 85,592 Operating income 26,966 57,003 26,081 15,931 8,540 Earnings from continuing operations 16,582 36,361 15,339 9,620 4,070 Net income 17,710 36,028 15,339 9,620 4,070 Per share of common stock: Net income from continuing operations - Basic 0.74 1.64 0.70 0.44 0.20 - Diluted 0.73 1.61 0.70 0.44 0.19 Net working capital*** 97,077 90,551 62,120 59,181 62,486 Total assets 403,931 425,769 311,570 277,478 272,272 Long-term debt -- 1,364 10,201 20,252 30,402 - -----------------------------------------------------------------------------------------------
* Results include Heinrich. Refer to the Notes to Consolidated Financial Statements for more information. Results reflect Efen as a discontinued operation. ** Results include Teccor. Refer to the Notes to Consolidated Financial Statements for more information. *** Net working capital is defined as working capital less cash, assets held for sale, liabilities held for sale and the current portion of long-term debt. 38 Quarterly Results of Operations (unaudited)
2005* 2004 - ------------------------------------------------------------------------------------------------------------------- 4Q 3Q** 2Q 1Q 4Q* 3Q* 2Q 1Q - ------------------------------------------------------------------------------------------------------------------- Net sales $115,373 $122,266 $115,693 $113,757 $114,124 $127,657 $123,634 $111,418 Gross profit 37,905 34,309 35,117 37,221 39,896 48,717 45,379 39,805 Operating income 9,114 4,103 6,899 6,850 8,158 17,730 15,373 15,742 Net income 5,243 3,771 4,257 4,439 4,828 11,250 10,344 9,606 Net income per share: Basic 0.23 0.17 0.19 0.20 0.21 0.50 0.47 0.44 Diluted 0.23 0.17 0.19 0.20 0.21 0.49 0.46 0.43 - -------------------------------------------------------------------------------------------------------------------
* Results include Heinrich. Refer to the Notes to Consolidated Financial Statements for more information. Results reflect Efen as a discontinued operation. ** Results have been revised for Ireland severance costs. In the Littelfuse third quarter 2005 earnings press release, it was stated that the Company had announced a downsizing of its Ireland operation and would be booking related charges over the next several quarters. In addition to the $1.6 million charge booked in the third quarter, the Company indicated it expected to book additional charges in the fourth quarter of 2005 and the first half of 2006. This was in accordance with SFAS 146 which requires that severance charges be amortized over the period between employee notification and employee termination. On further technical review by the Company, it was determined that these charges should more appropriately have been accounted for under SFAS 112 which requires all charges be booked at the time of notification. The effect of this change in interpretation is that all severance costs related to the announced Ireland downsizing (the $1.6 million previously booked in the third quarter plus an additional $3.3 million recorded in the fourth quarter) were pushed back to the third quarter of 2005. Previously reported results for the 3rd quarter of 2005, excluding Efen, were: Net sales $122,266 Gross profit 37,622 Operating income (loss) 7,416 Net income (loss) 6,326 Net income (loss) per share: Basic 0.28 Diluted 0.28 - ----------------------------------------
Quarterly Stock Prices
2005 2004 - ------------------------------------------------------------------------------------------------------------------- 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q - ------------------------------------------------------------------------------------------------------------------- High 28.85 30.97 31.16 33.59 40.19 41.48 44.05 37.81 Low 21.44 26.12 26.35 27.95 31.45 32.60 36.24 28.56 Close 27.25 28.13 27.82 28.23 34.16 35.49 42.13 37.20 - -------------------------------------------------------------------------------------------------------------------
39 EX-21.1 6 c03417exv21w1.txt SUBSIDIARIES Exhibit 21.1 SUBSIDIARIES Littelfuse, S.A. de C.V. Littelfuse do Brasil Ltda. Littelfuse da Amazonia, Ltda. Teccor Electronics, Inc. Teccor Delaware, Inc. Littelfuse GP, Inc. Littelfuse I L.P. Teccor Electronics Mexico Holdings LLC Teccor de Mexico s. de. R.L. de C.V. Zie San Investment, Inc. Littelfuse, B.V. Littelfuse, A.G. Littelfuse Ireland Development Co., Ltd. Littelfuse Ireland Limited Littelfuse U.K. Ltd. Littelfuse Ireland Holding Ltd. REMPAT Holding B.V. REMPAT Financial B.V. Littelfuse Holding GmbH Littelfuse GmbH Heinrich Industrie, A.G. H.I. Verwaltungs GmbH Wickmann Group, GmbH H.I. Immobilien Management GmbH Wickmann-Werke GmbH Wilhelm PUDENZ GmbH EFEN Gmbh EFEN Polska Sp. Z.o.o. EFEN Kasposvar Hungaria Swithgear Systems, Ltd. Littelfuse Europe Holding, B.V. Littelfuse Far East Pte Ltd. Littelfuse HK Limited Suzhou Littelfuse OVS Ltd. Littelfuse KK Littelfuse Triad Inc. Littelfuse Phils Inc. Littelfuse S&L, Inc. Dongguan EFEN Electrical Products Co. Dongguan Wickmann Electrical Products Co. Motherson PUDENZ Wickmann Ltd. Wickmann Asia Ltd. Littelfuse Beteiligungs, GmbH (Germany) EX-23.1 7 c03417exv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Annual Report (Form 10-K) of Littelfuse, Inc. of our reports dated March 13, 2006, with respect to the consolidated financial statements of Littelfuse, Inc., Littelfuse, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Littelfuse, Inc., included in the 2005 Annual Report to Stockholders of Littelfuse, Inc. Our audits also included the financial statement schedule of Littelfuse, Inc. listed in Item 15(a). This schedule is the responsibility of Littelfuse, Inc.'s management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-64285) of Littelfuse, Inc. of our reports dated March 13, 2006, with respect to the consolidated financial statements of Littelfuse, Inc., Littelfuse, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Littelfuse, Inc., incorporated herein by reference and our report included in the preceding paragraph with respect to the financial statement schedule in this Annual Report (Form 10-K) of Littelfuse, Inc. /s/ Ernst & Young LLP Chicago, Illinois March 13, 2006 EX-31.1 8 c03417exv31w1.txt SECTION 302 CERTIFICATION EXHIBIT 31.1 SECTION 302 CERTIFICATION I, Gordon Hunter, certify that: 1. I have reviewed this annual report on Form 10-K of Littelfuse Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over forward reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 16, 2006 ----------------- /s/ Gordon Hunter ------------------------- Gordon Hunter Chairman, President & CEO EX-31.2 9 c03417exv31w2.txt SECTION 302 CERTIFICATION EXHIBIT 31.2 SECTION 302 CERTIFICATION I, Philip G. Franklin, certify that: 1. I have reviewed this annual report on Form 10-K of Littelfuse Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over forward reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 16, 2006 ----------------- /s/ Philip G. Franklin ------------------------- Philip G. Franklin Vice President, Operations Support & CFO EX-32.1 10 c03417exv32w1.txt SECTION 906 CERTIFICATION EXHIBIT 32.1 Littelfuse, Inc. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of title 18, United States Code), each of the undersigned officers of Littelfuse, Inc. ("the Company") does hereby certify that to his knowledge: The Annual Report on Form 10-K for the period ended December 31, 2005 of the Company (the "Form 10-K") fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ GORDON HUNTER /s/ PHILIP FRANKLIN - ------------------------------ -------------------------------------- Chairman, President and Vice President, Operations Support and Chief Executive Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----