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, 2014

 

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, 2014 and 2013
	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, 2014 and 2013

 

 

 

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

 

Retirement Committee

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

 

We have audited the accompanying statements of net assets available for benefits of Littelfuse, Inc. 401(k) Retirement and Savings Plan (the Plan) as of December 31, 2014 and 2013, 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 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 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 audit 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, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of Littelfuse, Inc. 401(k) Retirement and Savings Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/s/ Grant Thornton LLP

 

Chicago, IL

June 19, 2015

 

 

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

 

Statements of Net Assets Available for Benefits

 

		December 31
		2014				2013
Assets
Investments, at fair value		$	70,396,442			$	64,024,251
Receivables:
Company contributions			1,255,383				1,032,490
Notes receivable from participants			907,189				779,318
Total receivables			2,162,572				1,811,808
Net assets available for benefits		$	72,559,014			$	65,836,059

 

See accompanying notes.

 

 

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

 

Statements of Changes in Net Assets Available for Benefits

 

		Year Ended December 31
		2014				2013
Additions
Investment income:
Net appreciation in fair value of investments		$	340,028			$	11,424,558
Interest and dividends			3,805,741				1,798,656
Other Income			52,848				38,963
			4,198,617				13,262,177
Interest income on notes receivable from participants			35,642				34,386
Contributions:
Company			2,911,219				2,316,611
Participants			3,659,294				2,988,226
Rollovers			1,654,414				1,835,920
			8,224,927				7,140,757
Total additions			12,459,186				20,437,320
Deductions:
Distributions to participants			5,668,163				5,872,418
Administrative fees			68,068				14,265
Total deductions			5,736,231				5,886,683
Net increase			6,722,955				14,550,637
Net assets available for benefits at beginning of year			65,836,059				51,285,422
Net assets available for benefits at end of year		$	72,559,014			$	65,836,059

 

See accompanying notes.

 

 

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

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

 

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), as amended.

 

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. 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 option. 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).

 

Each year, effective January 1, 2012, the Company makes 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.

 

 

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

 

Notes to Financial Statements (continued)

 

 

1. Description of the Plan (continued)

 

Certain Plan participants, who meet certain eligibility requirements, will receive an additional 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.

 

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.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions, the Company’s 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 elective 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, 2014 and 2013, were $0 and $0, respectively. Forfeitures used to reduce Company contributions and administrative expenses were $24,324 and $14,952 for the years ended December 31, 2014 and 2013, respectively.

 

 

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

 

Notes to Financial Statements (continued)

 

 

1. Description of the Plan (continued)

 

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 semi-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.

 

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.

 

For separated participants whose vested account balance exceeds $1,000, but is less than $5,000, and who have not commenced receiving installment payments or another form of distribution; they will automatically have their balance rolled over to an IRA with T. Rowe Price after three months.

 

 

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

 

Notes to Financial Statements (continued)

 

 

1. Description of the Plan (continued)

 

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.

 

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.

 

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.

 

 

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

 

Notes to Financial Statements (continued)

 

 

2. Summary of Significant Accounting Policies (continued)

 

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, 2014 or 2013. 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.

 

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, 2014 and 2013, are as follows:

 

		2014				2013
T. Rowe Price Growth Stock Fund		$	8,827,902			$	7,956,530
T. Rowe Price Equity Income Fund			7,318,830				6,812,336
T. Rowe Price New Horizons Fund			6,687,932				7,645,307
T. Rowe Price Prime Reserve Fund			4,423,122				3,989,868
Littelfuse, Inc. Common Stock			4,368,747				3,940,022
T. Rowe Price Mid-Cap Growth Fund			4,131,125				3,809,235
T. Rowe Price Equity Index Trust CL A Fund			4,065,324				3,404,815
T. Rowe Price New Income Fund			4,041,356				3,638,532

 

 

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

 

Notes to Financial Statements (continued)

 

 

3. Investments, continued

 

For the years ended December 31, 2014 and 2013, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

		2014				2013
Registered investment companies		$	(350,224	)		$	9,200,615
Littelfuse, Inc. common stock			181,092				1,335,081
Collective trust fund			509,160				888,862
		$	340,028			$	11,424,558

 

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.

 

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

 

 

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

 

Notes to Financial Statements (continued)

 

 

4. Fair Value Measurements, continued

 

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

 

Collective trust fund – Valued at the NAV provided by the administrator of the fund which is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchased and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

 

The following tables set forth, by level within the fair value hierarchy, the Plan’s investment assets at fair value.

 

		Assets at Fair Value as of December 31, 2014
		Level 1				Level 2				Level 3				Total
Assets
Littelfuse, Inc. common stock		$	4,368,747			$	-			$	-			$	4,368,747
Registered investment companies:
Money market			4,423,122				-				-				4,423,122
Fixed income			4,041,356				-				-				4,041,356
Equity			32,800,533				-				-				32,800,533
International			3,540,471				-				-				3,540,471
Lifestyle			17,156,889				-				-				17,156,889
Collective trust fund – S&P 500			-				4,065,324				-				4,065,324
Investments, at fair value		$	66,331,118			$	4,065,324			$	-			$	70,396,442

 

 

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

 

Notes to Financial Statements (continued)

 

 

4. Fair Value Measurements, continued

 

		Assets at Fair Value as of December 31, 2013
		Level 1				Level 2				Level 3				Total
Assets
Littelfuse, Inc. common stock		$	3,940,022			$	-			$	-			$	3,940,022
Registered investment companies:
Money market			3,989,868				-				-				3,989,868
Fixed income			3,638,532				-				-				3,638,532
Equity			31,695,196				-				-				31,695,196
International			3,204,516				-				-				3,204,516
Lifestyle			14,151,302				-				-				14,151,302
Collective trust fund – S&P 500			-				3,404,815				-				3,404,815
Investments, at fair value		$	60,619,436			$	3,404,815			$	-			$	64,024,251

 

5. Income Tax Status

 

The Plan adopted the Accudraft, Inc. 401(k) Non-Standardized Prototype Adoption Agreement #002, which has received a Plan 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.

 

GAAP requires 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, 2014, 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 2011.

 

 

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

 

Notes to Financial Statements (continued)

 

 

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, 2014 and 2013, the Plan held 45,192 and 42,398 shares of Littelfuse, Inc. common stock, respectively, representing 6.1% and 6.1%, 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.

 

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.

 

 

Supplemental Schedule

 

  

Littelfuse, Inc. 401(k) Savings Plan

 

Schedule H, Line 4i – Schedule of Assets

 

(Held at End of Year)

 

EIN #36-3795742 Plan #002

 

December 31, 2014

 

 

Identity of			Number				Current
Issuer	Description		of Shares				Value
T. Rowe Price*	Growth Stock Fund			169,931			$	8,827,902
T. Rowe Price*	Equity Income Fund			223,135				7,318,830
T. Rowe Price*	New Horizons Fund			152,762				6,687,932
T. Rowe Price*	Prime Reserve Fund			4,423,122				4,423,122
Littelfuse, Inc.*	Common stock			45,192				4,368,747
T. Rowe Price*	Mid-Cap Growth Fund			54,760				4,131,125
T. Rowe Price*	Equity Index Trust CL A			57,509				4,065,324
T. Rowe Price*	New Income Fund			421,853				4,041,356
T. Rowe Price*	International Stock Fund			226,808				3,540,471
T. Rowe Price*	Mid-Cap Value Fund			112,381				3,238,814
T. Rowe Price*	Retirement 2020 Fund			144,526				2,993,126
T. Rowe Price*	Retirement 2025 Fund			175,595				2,758,592
T. Rowe Price*	Small-Cap Value Fund			55,469				2,595,930
T. Rowe Price*	Retirement 2015 Fund			173,826				2,515,259
T. Rowe Price*	Retirement 2030 Fund			108,272				2,492,429
T. Rowe Price*	Retirement 2040 Fund			94,020				2,248,967
T. Rowe Price*	Retirement 2035 Fund			111,368				1,855,394
T. Rowe Price*	Retirement 2045 Fund			51,083				817,330
T. Rowe Price*	Retirement Bal Inv			31,861				472,809
T. Rowe Price*	Retirement 2050 Fund			30,006				402,374
T. Rowe Price*	Retirement 2005 Fund			20,691				268,978
T. Rowe Price*	Retirement 2055 Fund			17,495				232,865
T. Rowe Price*	Retirement 2010 Fund			5,571				98,766
								70,396,442
Participant loans*	Loans receivable with varying maturities; interest rates of 4.25% - 8.0%							907,189
							$	71,303,631

 

*Indicates party in interest to the Plan.

 

 

14