lfus20130524_11k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark one)

 

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

Or

 

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to ____

 

Commission file number 0-20388

 

A.     Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

 

LITTELFUSE, INC. 401(K) RETIREMENT AND SAVINGS PLAN

 

B.     Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office.

 

Littelfuse, Inc.

8755 W. Higgins Road

Suite 500

Chicago, Illinois 60631 

 

 
 

 

  

Financial Statements and Supplemental Schedule

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan

Years Ended December 31, 2012 and 2011

With Report of Independent Registered Public Accounting Firm 

 

 
 

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Financial Statements and Supplemental Schedule


Years Ended December 31, 2012 and 2011

 

 


 

Contents

 

Report of Independent Registered Public Accounting Firm

    1
         

Financial Statements

       
         

Statements of Net Assets Available for Benefits

    2

Statements of Changes in Net Assets Available for Benefits

    3

Notes to Financial Statements

    4
         

Supplemental Schedule

       
         

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

    14

 

 
 

 

 
Report of Independent Registered Public Accounting Firm
 

Plan Management

Littelfuse, Inc. 401(k) Retirement and Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of the Littelfuse, Inc. 401(k) Retirement and Savings Plan as of December 31, 2012, and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Littelfuse, Inc. 401(k) Retirement and Savings Plan at December 31, 2012 and 2011, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.


Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.


EY

 

May 28, 2013

 

 
1

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan

 

Statements of Net Assets Available for Benefits

 

 

 

December 31

 

2012

2011

Assets

               

Investments, at fair value

  $ 49,773,009   $ 44,722,763

Receivables:

               

Company contributions

    928,036     391,343

Participant contributions

    -     53,663

Notes receivable from participants

    584,377     536,714

Total receivables

    1,512,413     981,720

Net assets available for benefits

  $ 51,285,422   $ 45,704,483

 

 

See accompanying notes.

 

 
2

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan

 

Statements of Changes in Net Assets Available for Benefits

 

 

 

Year Ended December 31

 

2012

2011

Additions:

               

Investment income:

               

Net appreciation (depreciation) in fair value of investments

  $ 5,253,474   $ (1,096,060 )

Interest and dividends

    1,301,412     1,452,531
      6,554,886     356,471
                 

Interest income on notes receivable from participants

    33,296     29,486
                 

Contributions:

               

Company

    2,050,018     2,178,561

Participants

    2,605,089     2,084,307

Rollovers

    667,273     61,282
      5,322,380     4,324,150
                 

Total additions

    11,910,562     4,710,107
                 

Deductions:

               

Distributions to participants

    6,319,759     5,137,834

Administrative fees

    9,864     24,411

Net deductions

    6,329,623     5,162,245
                 

Net increase (decrease) before transfer

    5,580,939     (452,138 )

Transfer from other plan

    6,760,944

Net assets available for benefits at beginning of year

    45,704,483     39,395,677

Net assets available for benefits at end of year

  $ 51,285,422   $ 45,704,483

 

 

See accompanying notes.

 

 
3

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements


For the Year Ended December 31, 2011

 

 

1. Description of the Plan


The following description of the Littelfuse, Inc. 401(k) Retirement and Savings Plan (the Plan) provides general information about the Plan’s provisions. Littelfuse, Inc. (the Company) is the Plan’s sponsor. Participants should refer to the plan document and summary plan description for a more complete description of the Plan’s provisions, copies of which may be obtained from the plan sponsor.

 

General

 

The Plan is a defined-contribution plan, which is optional to all eligible U.S. employees of the Company. Eligible participants are automatically enrolled in the Plan unless they affirmatively decline to participate. The entry date into the Plan is the first day of the month following or coincident with the date of hire.


The Plan is administered by the T. Rowe Price Trust Company (the Trustee) under the direction of the plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).


Effective September 30, 2011, the Cole Hersee Company 401(k) Savings Plan (Cole Hersee Plan) merged with the Plan. Former Cole Hersee Plan participants are now eligible to participate in the Plan going forward. All Cole Hersee Plan employees who were active on September 30, 2011, became 100% vested. At the date of transfer, Cole Hersee Plan assets of $6,760,944 were transferred into the Plan.

 

 
4

 

 

 Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Contributions

 

Each year, participants may make elective deferral contributions to the Plan in any pay period up to a maximum of 90% of their eligible compensation for that pay period, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified plans. If a participant is automatically enrolled, the participant’s deferral is set at 2% of eligible compensation until changed by the participant. Effective January 1, 2011, for Littelfuse employees, and January 1 2012, for Cole Hersee Plan employees, all eligible participants contributing less than 10% will have their deferral rate increased by 1% annually until they reach 10% or opt out of the automatic increase. Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. Highly compensated participants, as defined by the Internal Revenue Service (IRS), are subject to more restrictive maximum limits. The Company matches participant contributions dollar for dollar up to the first 4% of the participant’s eligible compensation, as defined in the Plan. All contributions are subject to certain limitations of the Internal Revenue Code (the Code).


Certain plan participants, who meet certain eligibility requirements, will receive an annual non-elective company contribution equal to 5% of their eligible compensation for the plan year. These plan participants are defined as the 60 Point Group. The 60 Point Group is a grandfathered benefit and is not open to future participants. The annual contribution for this group is made regardless of a participant’s deferrals and invested in the same manner as his or her elective deferrals.


Effective January 1, 2012, the Company will make an annual non-safe harbor, non-elective company contribution equal to 2% of eligible compensation for the plan year. The contribution is made to eligible participants employed at the end of the plan year.


Participants direct their elective contributions into various investment options offered by the Plan and can change their investment options on a daily basis. If a participant is automatically enrolled, his or her contributions are invested in the applicable lifestyle fund based on the participant’s age until the participant changes his or her election. The Company’s contributions are allocated in the same manner as that of the participant’s elective contributions.

 

 
5

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participant Accounts


Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, and allocations of plan earnings and is charged with an allocation of administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of the participant’s respective elected investment options. Allocations of administrative expenses are based on the participant’s account balance as defined. The benefit to which a participant is entitled is the participant’s vested account balance.


Vesting


Participants are immediately vested in their contributions plus actual earnings thereon, as well as the Company’s matching and non-elective contributions.


Forfeitures


Forfeited balances of terminated participant accounts are utilized on a prioritized basis in the plan year in which the forfeiture occurs and may be used to reduce future company contributions and administrative expenses. Unallocated forfeiture balances as of December 31, 2012 and 2011, were $14,952 and $15,170, respectively. Forfeitures used to reduce Company contributions and administrative expenses were $28,685 and $22,824 for the years ended December 31, 2012 and 2011, respectively.


Participant Loans


Participants may borrow from their accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1 to 5 years or up to 25 years for the purchase of a primary residence. The $50,000 limit is reduced by the participant’s highest outstanding loan balance during the preceding 12-month period. A participant may not have more than two loans outstanding at any point in time.


The loans bear interest at a rate commensurate with local prevailing rates at the date of issuance as determined quarterly by the plan administrator. Principal and interest are paid ratably through monthly payroll deductions. If a participant terminates employment with the Company, the entire unpaid principal sum plus accrued interest (plus any other amounts due under the loan) will become immediately due and payable. If the loan is not repaid, it will automatically be treated as a distribution to the participant after three months.

 

 
6

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)


Payment of Benefits


Participants are entitled to receive a distribution of the vested balances in their accounts upon reaching age 59 1/2, termination of employment, disability, death, or in the event of a financial hardship. Distributions may be made in a lump sum or in periodic installments and are taxable to the participant when received. Distributions prior to age 59 1/2 may subject the participant to a 10% federal income tax penalty.


Upon separation from service with the Company due to death, disability, retirement, or termination, a participant whose vested account balance exceeds $1,000 may elect to receive either a lump sum or may elect installment payments on a quarterly or annual basis. A participant whose vested account balance is $1,000 or less and has not commenced receiving installment payments will automatically receive a lump-sum distribution equal to his or her vested account balance after three months.


In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the IRS, and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.


Plan Termination


Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. If the Plan terminates, participants will become 100% vested in their accounts.


2. Summary of Significant Accounting Policies


Basis of Accounting


The accompanying financial statements have been prepared on the accrual basis of accounting.


Payment of Benefits


Benefits are recorded when paid.

 

 
7

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

 

2. Summary of Significant Accounting Policies (continued)


Investment Valuation and Income Recognition

 

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion and disclosures related to fair value measurements.


Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.


Notes Receivable From Participants


Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded as earned. Related fees are recorded as administrative expenses and are expensed as incurred. No allowance for credit losses has been recorded as of December 31, 2012 or 2011. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.


Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.

 

 
8

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

 

2. Summary of Significant Accounting Policies (continued)


Recent Accounting Pronouncements


In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance amends previous guidance to converge the fair value measurement guidance in GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in the previous guidance. In addition, the new guidance requires additional fair value disclosures (although certain of these new disclosures will not be required for nonpublic entities as defined by Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement). The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Adoption of ASU 2011-04 did not have an effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

 

3. Investments


The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2012 and 2011, are as follows:

 

 

2012

2011

T. Rowe Price Prime Reserve Fund

  $ 6,019,098   $ 6,037,064

T. Rowe Price Growth Stock Fund

    5,797,619     5,481,198

T. Rowe Price Equity Income Fund

    5,212,749     4,972,292

T. Rowe Price New Horizons Fund

    4,869,616     4,542,916

T. Rowe Price New Income Fund

    4,332,087     3,950,744

T. Rowe Price Equity Index Trust CL A Fund

    3,003,058     -

T. Rowe Price Mid-Cap Growth Fund

    2,849,124     2,590,048

Littelfuse, Inc. Common Stock

    2,657,002     *

T. Rowe Price Equity Index 500 Fund

    -     2,766,372

 

 *Did not meet 5% threshold. 

 

 
9

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

 

3. Investments (continued)


For the years ended December 31, 2012 and 2011, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

 

2012

2011

                 

Registered investment companies

  $ 4,091,691   $ (962,448 )

Littelfuse, Inc. common stock

    852,937     (133,612 )

Common/collective trust fund

308,846 -
    $ 5,253,474   $ (1,096,060 )


 

4. Fair Value Measurements


In accordance with the FASB ASC Topic 820, Fair Value Measurements, assets and liabilities measured at fair value are categorized into the following fair value hierarchy:


Level 1 – Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market that the Plan has the ability to access at the measurement date.


Level 2 – Fair value is based on quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.


Level 3 – Fair value is based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the investment and are based on the best available information, some of which may be internally developed.


A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.


Following is a description of the valuation technique and inputs used for each major class of assets measured at fair value by the Plan.

 
 
10

 

  

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

 

4. Fair Value Measurements (continued)

 

Registered investment companies – Valued at quoted market prices, which represent the net asset values (NAV) of shares held by the Plan at year-end.


Common stock – Valued at the last reported prices on an active national securities exchange on the last business day of the plan year.


Common/collective trust fund – Valued at the NAV provided by the administrator of the fund. The NAV is based on underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.


The following tables set forth, by level within the fair value hierarchy, the Plan’s investment assets at fair value. There were no liabilities subject to fair value measurements.

 

 

Assets at Fair Value as of December 31, 2012

 

Level 1

Level 2

Level 3

Total

Assets

                               

Littelfuse, Inc. common stock

  $ 2,657,002   $ -   $ -   $ 2,657,002

Registered investment companies:

                               

Money market

    6,019,098     -     -     6,019,098

Fixed income

    4,332,087     -     -     4,332,087

Equity

    22,861,186     -     -     22,861,186

International

    2,532,356     -     -     2,532,356

Lifestyle

    8,368,222     -     -     8,368,222

Common/collective trust fund

    -     3,003,058     -     3,003,058

Investments, at fair value

  $ 46,769,951   $ 3,003,058   $ -   $ 49,773,009

 

 

Assets at Fair Value as of December 31, 2011

 

Level 1

Level 2

Level 3

Total

Assets

                               

Littelfuse, Inc. common stock

  $ 1,969,919   $ -   $ -   $ 1,969,919

Registered investment companies:

                               

Money market

    6,037,064     -     -     6,037,064

Fixed income

    3,950,744     -     -     3,950,744

Equity

    24,156,531     -     -     24,156,531

International

    2,155,930     -     -     2,155,930

Lifestyle

    6,452,575     -     -     6,452,575

Investments, at fair value

  $ 44,722,763   $ -   $ -   $ 44,722,763

 

 
11

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued) 


5. Income Tax Status

 

The Plan has received a determination letter from the IRS dated July 18, 2011, stating that the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.


Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2009.


6. Related-Party Transactions


Littelfuse Inc. Common Stock


Transactions in shares of Littelfuse Inc. common stock qualify as party-in-interest transactions. At December 31, 2012 and 2011, the Plan held 43,056 and 45,833 shares of Littelfuse, Inc. common stock, respectively, representing 5.3% and 4.4%, respectively, of the total net assets of the Plan.


Registered Investment Companies Managed by T. Rowe Price Trust Company


Certain plan investments are shares of registered investment companies managed by the Trustee of the Plan. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Fees paid by the Plan to the Trustee for investment management services were deducted from the net asset values of shares of registered investment companies held by the Plan.

 

 
12

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan


Notes to Financial Statements (continued)

 

7. Administrative Expenses


All administrative and record-keeping fees of the Trustee and certain accounting and legal expenses of the Plan are paid by the Company on behalf of the Plan.


8. Risk and Uncertainties


The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market volatility, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

 
13

 

 

Littelfuse, Inc. 401(k) Retirement and Savings Plan

 

Schedule H, Line 4i – Schedule of Assets

(Held at End of Year)

 

EIN 36-3795742            Plan #002

 

December 31, 2012

 

Identity of

 

Number

Current

Issuer

Description

of Shares

Value

                   

T. Rowe Price*

Prime Reserve Fund

    6,019,097   $ 6,019,098

T. Rowe Price*

Growth Stock Fund

    153,457     5,797,619

T. Rowe Price*

Equity Income Fund

    197,079     5,212,749

T. Rowe Price*

New Horizons Fund

    146,808     4,869,616

T. Rowe Price*

New Income Fund

    439,806     4,332,087

T. Rowe Price*

Equity Index Trust CL A

    63,678     3,003,058

T. Rowe Price*

Mid-Cap Growth Fund

    50,454     2,849,124

Littelfuse, Inc.*

Common Stock

    43,056     2,657,002

T. Rowe Price*

International Stock Fund

    175,858     2,532,356

T. Rowe Price*

Mid-Cap Value Fund

    86,978     2,090,947

T. Rowe Price*

Small-Cap Value Fund

    52,110     2,041,131

T. Rowe Price*

Retirement 2015 Fund

    154,798     1,993,795

T. Rowe Price*

Retirement 2030 Fund

    78,069     1,477,059

T. Rowe Price*

Retirement 2025 Fund

    81,975     1,075,515

T. Rowe Price*

Retirement 2020 Fund

    54,638     976,934

T. Rowe Price*

Retirement 2040 Fund

    43,071     822,222

T. Rowe Price*

Retirement 2035 Fund

    45,985     615,276

T. Rowe Price*

Retirement 2005 Fund

    45,623     553,859

T. Rowe Price*

Retirement 2045 Fund

    21,526     273,592

T. Rowe Price*

Retirement Income Fund

    19,221     268,135

T. Rowe Price*

Retirement 2010 Fund

    9,199     151,500

T. Rowe Price*

Retirement 2050 Fund

    11,128     118,623

T. Rowe Price*

Retirement 2055 Fund

    3,958     41,712
                49,773,009
Participant loans*

Loans receivable with varying maturities; interest rate of prime plus 1%

            584,377
              $ 50,357,386

 

*Indicates party in interest to the Plan.

 

 
14 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Littelfuse, Inc.

Littelfuse, Inc. 401(K) Retirement and Savings Plan

 


Dated: May 28, 2013

By:

/s/ John T. Quille

John T. Quille

Vice President and Chief Accounting Officer

Plan Administrator