þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the fiscal year ended January 2, 2010 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the transition period from to . |
Delaware
(State or other jurisdiction of incorporation or organization) |
36-3795742
(I.R.S. Employer Identification No.) |
|
8755 W. Higgins Road, Suite 500, Chicago, Illinois
(Address of principal executive offices) |
60631
(Zip Code) |
Title of Each Class | Name of Each Exchange On Which Registered | |
Common Stock, $.01 par value | Nasdaq Global Select Market |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Page | ||||||||
3 | ||||||||
|
||||||||
3 | ||||||||
10 | ||||||||
14 | ||||||||
14 | ||||||||
16 | ||||||||
16 | ||||||||
|
||||||||
16 | ||||||||
18 | ||||||||
18 | ||||||||
33 | ||||||||
35 | ||||||||
77 | ||||||||
77 | ||||||||
78 | ||||||||
|
||||||||
79 | ||||||||
81 | ||||||||
81 | ||||||||
81 | ||||||||
81 | ||||||||
|
||||||||
82 | ||||||||
83 | ||||||||
84 | ||||||||
85 | ||||||||
EX-10.30 | ||||||||
EX-10.31 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 |
2
Fiscal Year | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Electronics
|
$ | 262,984 | $ | 342,489 | $ | 348,957 | ||||||
Automotive
|
98,530 | 126,867 | 135,109 | |||||||||
Electrical
|
68,633 | 61,513 | 52,078 | |||||||||
|
||||||||||||
Total
|
$ | 430,147 | $ | 530,869 | $ | 536,144 | ||||||
|
3
Fiscal Year | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Americas
|
$ | 166,137 | $ | 201,771 | $ | 204,305 | ||||||
Europe
|
83,449 | 118,559 | 118,265 | |||||||||
Asia-Pacific
|
180,561 | 210,539 | 213,574 | |||||||||
|
||||||||||||
Total
|
$ | 430,147 | $ | 530,869 | $ | 536,144 | ||||||
|
4
5
6
7
8
9
10
| 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. |
11
| general economic conditions; | ||
| currency fluctuations and exchange restrictions; | ||
| import and export duties and restrictions; | ||
| the imposition of tariffs and other import or export barriers; | ||
| compliance with regulations governing import and export activities; | ||
| current and changing regulatory requirements; | ||
| political and economic instability; | ||
| potentially adverse income tax consequences; | ||
| transportation delays and interruptions; | ||
| labor unrest; | ||
| natural disasters; | ||
| terrorist activities; | ||
| public health concerns; | ||
| difficulties in staffing and managing multi-national operations; and | ||
| limitations on our ability to enforce legal rights and remedies. |
12
13
Size | Lease Expiration | |||||||||||||
Location | Use | (sq. ft.) | Lease/Own | Date | Primary Product | |||||||||
Des Plaines,
Illinois |
Manufacturing | 340,000 | Owned | | Auto, Electronics and Electrical | |||||||||
Chicago, Illinois
|
Administrative, Engineering, Research and Testing | 54,838 | Leased | 2024 | Auto, Electronics and Electrical | |||||||||
Elk Grove Village,
Illinois |
Engineering and Research | 5,000 | Leased | 2010 | Auto and Electronics | |||||||||
Champaign, Illinois
|
Research and Development | 13,503 | Leased | 2025 | Auto and Electronics | |||||||||
Campbell, California
|
Engineering | 1,710 | Leased | 2011 | Electronics |
14
Size | Lease Expiration | |||||||||||||
Location | Use | (sq. ft.) | Lease/Own | Date | Primary Product | |||||||||
Irving, Texas
|
Engineering, Manufacturing, Research and Testing | 101,000 | Leased | 2010 | Electronics | |||||||||
Birmingham, Michigan
|
Sales | 2,076 | Leased | 2011 | Auto | |||||||||
Matamoros, Mexico
|
Manufacturing | 114,558 | Leased | 2010 | Electronics | |||||||||
Arcola, Illinois
|
Administrative | 5,000 | Leased | 2010 | Electrical | |||||||||
Piedras Negras,
Mexico |
Administrative /
Manufacturing |
98,822 | Leased | 2015 | Auto | |||||||||
Piedras Negras,
Mexico |
Manufacturing | 68,088 | Leased | 2012 | Electrical | |||||||||
Piedras Negras,
Mexico |
Manufacturing | 22,381 | Leased | 2012 | Electrical | |||||||||
Piedras Negras,
Mexico |
Manufacturing | 164,785 | Owned | | Auto | |||||||||
Eagle Pass, Texas
|
Distribution | 7,800 | Leased | 2011 | Auto, Electronics and Electrical | |||||||||
Swindon, U.K.
|
Administrative, Marketing and Sales | 5,000 | Leased | 2012 | Electronics | |||||||||
Utrecht, the
Netherlands |
Administrative, Distribution and Sales | 34,642 | Owned | | Auto and Electronics | |||||||||
Essen, Germany
|
Administrative | 8,374 | Leased | 2011 | Electronics and Auto | |||||||||
Essen, Germany
|
Leased to third party | 37,244 | Owned | | | |||||||||
Dünsen, Germany
|
Manufacturing and Sales | 43,966 | Owned | | Auto | |||||||||
Singapore
|
Sales and Distribution | 1,550 | Leased | 2012 | Electronics | |||||||||
Taipei, Taiwan
|
Sales | 4,000 | Leased | 2010 | Electronics | |||||||||
Seoul, Korea
|
Sales | 3,643 | Leased | 2010 | Electronics and Auto | |||||||||
Lipa City,
Philippines |
Manufacturing | 116,046 | Owned | | Electronics | |||||||||
Lipa City,
Philippines |
Manufacturing | 22,733 | Leased | 2010 | Electronics | |||||||||
Dongguan, China
|
Manufacturing | 124,600 | Leased | 2013 | Electronics | |||||||||
Suzhou, China
|
Manufacturing | 143,458 | Owned | | Electronics | |||||||||
Yang-Mei, Taiwan
|
Administrative /Manufacturing, Sales, and Distribution | 40,080 | Owned | | Electronics | |||||||||
Wuxi, China
|
Manufacturing | 220,068 | Owned | | Electronics | |||||||||
Hong Kong, China
|
Sales | 2,478 | Leased | 2012 | Electronics | |||||||||
Yokohama, Japan
|
Sales | 6,726 | Leased | 2010 | Electronics | |||||||||
Sao Paulo, Brazil
|
Sales | 800 | Leased | 2010 | Electronics and Auto | |||||||||
Dundalk, Ireland
|
Manufacturing | 120,000 | Owned | | Electronic and Auto | |||||||||
Saskatoon, Canada
|
Manufacturing | 67,500 | Owned | | Electrical |
15
16
17
2009 | 2008 | |||||||||||||||||||||||||||||||
4Q | 3Q | 2Q | 1Q | 4Q | 3Q | 2Q | 1Q | |||||||||||||||||||||||||
High
|
$ | 33.19 | $ | 28.79 | $ | 20.74 | $ | 18.11 | $ | 31.98 | $ | 37.55 | $ | 39.21 | $ | 34.29 | ||||||||||||||||
Low
|
24.37 | 19.63 | 10.30 | 8.82 | 11.48 | 29.28 | 32.89 | 26.90 | ||||||||||||||||||||||||
Quarter close
|
32.15 | 26.71 | 20.65 | 10.60 | 15.54 | 33.91 | 32.89 | 33.58 | ||||||||||||||||||||||||
2009 | 2008 | 2007 | 2006* | 2005* | ||||||||||||||||
Net sales
|
$ | 430,147 | $ | 530,869 | $ | 536,144 | $ | 534,859 | $ | 467,089 | ||||||||||
Gross profit
|
125,361 | 143,669 | 171,537 | 161,263 | 144,552 | |||||||||||||||
Operating income
|
13,695 | 8,495 | 51,309 | 28,858 | 26,966 | |||||||||||||||
Income from continuing
operations
|
9,411 | 8,016 | 36,835 | 23,236 | 16,582 | |||||||||||||||
Net income
|
9,411 | 8,016 | 36,835 | 23,824 | 17,710 | |||||||||||||||
Per share of common stock:
|
||||||||||||||||||||
Income from continuing
operations
|
||||||||||||||||||||
- Basic
|
0.43 | 0.37 | 1.66 | 1.04 | 0.74 | |||||||||||||||
- Diluted
|
0.43 | 0.37 | 1.64 | 1.03 | 0.73 | |||||||||||||||
Cash and cash equivalents
|
70,354 | 70,937 | 64,943 | 56,704 | 21,947 | |||||||||||||||
Total assets
|
533,127 | 538,928 | 491,365 | 464,966 | 403,931 | |||||||||||||||
Long-term debt, less
current portion
|
49,000 | 72,000 | 1,223 | 1,785 | | |||||||||||||||
* | Results reflect Efen GmbH as a discontinued operation. |
18
Fiscal Year | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Business Unit
|
||||||||||||
Electronics
|
$ | 263.0 | $ | 342.5 | $ | 348.9 | ||||||
Automotive
|
98.5 | 126.9 | 135.1 | |||||||||
Electrical
|
68.6 | 61.5 | 52.1 | |||||||||
|
||||||||||||
Total
|
$ | 430.1 | $ | 530.9 | $ | 536.1 | ||||||
|
||||||||||||
|
||||||||||||
Geography*
|
||||||||||||
Americas
|
$ | 166.1 | $ | 201.8 | $ | 204.3 | ||||||
Europe
|
83.4 | 118.6 | 118.2 | |||||||||
Asia-Pacific
|
180.6 | 210.5 | 213.6 | |||||||||
|
||||||||||||
Total
|
$ | 430.1 | $ | 530.9 | $ | 536.1 | ||||||
|
* | Sales are defined based upon shipped to destination. |
19
20
21
22
23
24
25
(In thousands) | Total | < 1 Year | > 1 - < 3 Years | > 3 - < 5 Years | > 5 Years | |||||||||||||||
Term loan
|
$ | 57,000 | $ | 8,000 | $ | 26,000 | $ | 23,000 | $ | | ||||||||||
Revolving credit facility
|
6,183 | 6,183 | | | | |||||||||||||||
Interest payments
|
2,881 | 1,095 | 1,654 | 132 | | |||||||||||||||
Mexican Peso forward contract
|
3,263 | 3,263 | | | | |||||||||||||||
Supplemental Executive
Retirement Plan
|
2,229 | 31 | 62 | 62 | 2,074 | |||||||||||||||
Operating lease payments*
|
41,367 | 6,493 | 9,516 | 4,787 | 20,571 | |||||||||||||||
Purchase obligations
|
23,646 | 23,646 | | | | |||||||||||||||
Total
|
$ | 136,569 | $ | 48,711 | $ | 37,232 | $ | 27,981 | $ | 22,645 | ||||||||||
* | Included in operating lease payments is future rental expense related to office space for the companys new U.S. corporate headquarters located in Chicago, Illinois. The company relocated during the first quarter of 2009. The lease commenced in January 2009 and expires December 2024. Refer to Note 16 of the Notes to Consolidated Financial Statements for more information. |
26
27
28
1. | The companys selling price is fixed or determinable at the date of the sale. | ||
2. | The company has policies and procedures to accept only credit worthy customers with the ability to pay the company. | ||
3. | The companys customers are obligated to pay the company under the contract and the obligation is not contingent on the resale of the product. (All ship and debit and returns to stock require specific circumstances and authorization.) | ||
4. | The risk ownership transfers to the companys customers upon shipment and is not changed in the event of theft, physical destruction or damage of the product. |
29
5. | The company bills at the ship date and establishes a reserve to reduce revenue from the in transit time until the product is delivered for FOB destination sales. | ||
6. | The companys customers acquiring the product for resale have economic substance apart from that provided by Littelfuse. All distributors are independent of the company. | ||
7. | The company does not have any obligations for future performance to bring about resale of the product by its customers. | ||
8. | The company can reasonably estimate the amount of future returns. |
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
Index
Page
36
37
38
39
40
41
42
49
51
51
52
53
55
57
59
63
63
63
67
70
73
75
75
77
Table of Contents
February 26, 2010
Table of Contents
February 26, 2010
Table of Contents
(In thousands of USD)
January 2, 2010
December 27, 2008
$
70,354
$
70,937
79,521
62,126
52,567
66,679
13,804
11,693
18,196
17,968
7,343
241,785
229,403
7,808
11,089
56,916
68,165
280,928
301,835
(207,500
)
(220,939
)
138,152
160,150
12,451
8,077
10,837
11,577
13,363
2,954
94,986
106,961
11,742
3,436
8,460
15,235
1,351
1,135
$
533,127
$
538,928
$
23,646
$
18,854
13,291
17,863
8,561
17,220
11,418
8,393
4,525
2,570
14,183
8,000
75,624
72,900
49,000
72,000
421
7,200
18,271
41,637
11,212
11,340
218
217
130,870
124,384
18,727
(10,123
)
228,641
219,230
378,456
333,708
143
143
378,599
333,851
$
533,127
$
538,928
Table of Contents
Year Ended
January 2,
December 27,
December 29,
(In thousands of USD, except per share amounts)
2010
2008
2007
$
430,147
$
530,869
$
536,144
304,786
387,200
364,607
125,361
143,669
171,537
88,506
107,239
103,258
18,134
24,069
21,700
(8,037
)
5,026
3,866
3,307
111,666
135,174
120,228
13,695
8,495
51,309
2,377
3,440
1,557
481
(5,568
)
(1,536
)
10,837
10,623
51,288
1,426
2,607
14,453
$
9,411
$
8,016
$
36,835
$
0.43
$
0.37
$
1.66
$
0.43
$
0.37
$
1.64
21,743
21,722
22,231
21,812
21,826
22,394
Table of Contents
Year Ended
(In thousands of USD)
January 2, 2010
December 27, 2008
December 29, 2007
| | |
$
9,411
$
8,016
$
36,835
31,596
28,333
25,429
829
3,169
767
2,787
5,026
3,866
3,307
319
286
31
703
(511
)
(8,037
)
5,503
5,058
4,957
(2,905
)
(3,947
)
2,151
5,725
1,506
(15,569
)
23,080
(280
)
15,549
(6,593
)
9,112
(7,934
)
(3,129
)
(5,307
)
(9,018
)
(15,705
)
(3,046
)
(3,322
)
(3,462
)
(3,071
)
(577
)
(6,398
)
(4,414
)
29,611
40,575
59,940
(15,536
)
(51,288
)
(40,501
)
(920
)
(47,465
)
(4,507
)
133
1,558
4,479
8,593
1,607
(14,765
)
(94,274
)
(34,808
)
32,374
190,500
89,200
(50,076
)
(123,912
)
(101,991
)
1,505
1,857
6,316
5
5
15
172
610
(6,623
)
(16,433
)
(16,182
)
61,999
(22,293
)
753
(2,306
)
5,400
(583
)
5,994
8,239
70,937
64,943
56,704
$
70,354
$
70,937
$
64,943
Table of Contents
Littelfuse, Inc. Shareholders Equity
Addl. Paid in
Notes Rec. Common
Accum. Other Comp.
Non-controlling
(In thousands of USD)
Common Stock
Capital
Stock
Inc. (Loss)
Retained Earnings
Interest
Total
$
221
$
108,543
$
(10
)
$
(11
)
$
194,922
$
143
$
303,808
36,835
36,835
4,123
4,123
668
668
12,581
12,581
54,207
5
5
4,957
4,957
(5
)
(1,745
)
(14,683
)
(16,433
)
3
7,010
7,013
$
219
$
118,765
$
(5
)
$
17,361
$
217,074
$
143
$
353,557
8,016
8,016
(403
)
(403
)
(11,653
)
(11,653
)
(2,892
)
(2,892
)
2,787
2,787
(15,323
)
(15,323
)
(19,468
)
5
5
5,058
5,058
(2
)
(761
)
(5,860
)
(6,623
)
1,322
1,322
$
217
$
124,384
$
$
(10,123
)
$
219,230
$
143
$
333,851
9,411
9,411
311
311
11,657
11,657
8,648
8,648
8,234
8,234
38,261
5,503
5,503
1
983
984
$
218
$
130,870
$
$
18,727
$
228,641
$
143
$
378,599
*
Including related tax impact.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
1.
The companys selling price is fixed or determinable at the date of the sale.
2.
The company has policies and procedures to accept only credit worthy customers with
the ability to pay the company.
3.
The companys customers are obligated to pay the company under the contract and the
obligation is not contingent on the resale of the product. (All ship and debit and
returns to stock require specific circumstances and authorization.)
4.
The risk ownership transfers to the companys customers upon shipment and is not
changed in the event of theft, physical destruction or damage of the product.
5.
The company bills at the ship date and establishes a reserve to reduce revenue from
the in transit time until the product is delivered for FOB destination sales.
6.
The companys customers acquiring the product for resale have economic substance
apart from that provided by Littelfuse, and all distributors are independent of the
company.
7.
The company does not have any obligations for future performance to bring about
resale of the product by its customers.
8.
The company can reasonably estimate the amount of future returns.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Shock Block purchase price allocation (in thousands):
$
7,595
2,442
91
(928
)
$
9,200
Table of Contents
2009
2008
$
20,065
$
22,642
9,111
11,524
23,391
32,513
$
52,567
$
66,679
2009
Additions
(a)
Adjust.
(b)
2008
Addition
(c)
Adjust.
(b)
2007
$
35,083
$
$
(588
)
$
35,671
$
66
$
(707
)
$
36,312
24,685
292
24,393
(771
)
25,164
35,218
(13,915
)
2,236
46,897
40,079
(5,168
)
11,986
$
94,986
$
(13,915
)
$
1,940
$
106,961
$
40,145
$
(6,646
)
$
73,462
(a)
Electrical reductions in 2009 of $14.0 million related to the finalization of the
Startco purchase price allocation.
(b)
Adjustments reflect the impact of changes in exchange rates as well as the partial reversal of
an unrecognized tax benefit in 2008.
(c)
Electrical additions in 2008 include $32.3 million related to the Startco acquisition and $7.6
million related to the Shock Block acquisition.
Table of Contents
As of January 2, 2010
As of December 27, 2008
Weighted
Gross
Weighted
Gross
Average
Carrying
Accumulated
Average
Carrying
Accumulated
(in thousands)
Useful Life
Value
Amortization
Useful Life
Value
Amortization
11.9
$
40,205
$
27,754
11.9
$
34,121
$
26,044
14.6
30,546
19,709
15.3
28,622
17,045
14.7
14,103
6,299
14.9
8,142
5,188
5,559
$
90,413
$
53,762
$
70,885
$
48,277
(a)
Increase to gross carrying value for patents, licenses and software and customer lists,
trademarks and tradenames in 2009 are related to the Startco acquisition purchase price allocation
discussed in Note 2. Other changes are primarily due to the impact of changes in exchange rates.
(b)
Tradenames with indefinite lives.
5,091
5,033
3,570
3,267
2,607
11,524
$
31,092
Table of Contents
In thousands
2009
2008
$
57,000
$
80,000
6,183
63,183
80,000
14,183
8,000
$
49,000
$
72,000
Table of Contents
$
14,183
8,000
18,000
23,000
$
63,183
Table of Contents
Table of Contents
Fair Value
Description
Balance Sheet Item
January 2, 2010
December 27, 2008
Accrued expenses
$
$
650
Accrued expenses
1,056
$
$
1,706
Prepaid expenses and other current assets
$
179
$
$
179
$
Table of Contents
Location of Gain
(Loss) Reclassified
Amount of Gain (Loss) Reclassified
Amount of Gain (Loss) Recognized
from Other
from Other Comprehensive Income
in Other Comprehensive Income (Loss)
Comprehensive
(Loss) into Income (Effective
(Effective Portion)
Income (Loss)
Portion)
Twelve Months Ended
into Income
Twelve Months Ended
January 2, 2010
December 27, 2008
(Effective Portion)
January 2, 2010
December 27, 2008
$
422
$
(403
)
Cost of Sales
$
(593
)
$
(30
)
(111
)
Cost of Sales
358
$
311
$
(403
)
$
(235
)
$
(30
)
Level 2Valuations based on quoted prices for similar assets or liabilities or identical assets or liabilities in less active markets, such as dealer or broker markets; and
Level 3Valuations derived from valuation techniques in which one or more significant inputs or significant
value drivers are unobservable, such as pricing models, discounted cash flow models and similar techniques not based on market, exchange, dealer or broker-traded transactions.
Table of Contents
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
11,742
$
$
$
11,742
179
179
$
11,742
$
179
$
$
11,921
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
3,436
$
$
$
3,436
(650
)
(650
)
(1,056
)
(1,056
)
$
3,436
$
(1,706
)
$
$
1,730
Table of Contents
Table of Contents
Irving restructuring (in thousands)
$
2,974
2,176
(600
)
4,550
2,363
(3,146
)
$
3,767
Table of Contents
Table of Contents
European restructuring (in thousands)
$
5,453
(686
)
87
$
4,854
Table of Contents
Asian restructuring (in thousands)
$
1,456
(291
)
38
$
1,203
Table of Contents
2009
2008
(In thousands)
U.S.
Foreign
Total
U.S.
Foreign
Total
$
69,235
$
12,369
$
81,604
$
67,867
$
48,955
$
116,822
866
323
1,189
3,241
848
4,089
4,076
735
4,811
4,294
2,150
6,444
126
126
(3,977
)
(397
)
(4,374
)
(1,199
)
(1,199
)
(37,233
)
(37,233
)
(7,202
)
1,430
(5,772
)
(2,644
)
(517
)
(3,161
)
(4,224
)
(104
)
(4,328
)
(3,523
)
(979
)
(4,502
)
(899
)
(899
)
(922
)
(922
)
852
852
412
412
(911
)
(911
)
$
58,774
$
12,670
$
71,444
$
69,235
$
12,369
$
81,604
$
38,315
$
2,017
$
40,332
$
61,324
$
40,077
$
101,401
10,784
139
10,923
(19,420
)
133
(19,287
)
7,770
7,770
178
178
126
126
(4,224
)
(104
)
(4,328
)
(3,523
)
(979
)
(4,502
)
(1,199
)
(1,199
)
(37,233
)
(37,233
)
121
121
(285
)
(285
)
(66
)
(66
)
52,645
974
53,619
38,315
2,017
40,332
$
(6,129
)
$
(11,696
)
$
(17,825
)
$
(30,920
)
$
(10,352
)
$
(41,272
)
Balance Sheet consist of:
$
$
446
$
446
$
$
365
$
365
(6,129
)
(12,142
)
(18,271
)
(30,920
)
(10,717
)
(41,637
)
$
(6,129
)
$
(11,696
)
$
(17,825
)
$
(30,920
)
$
(10,352
)
$
(41,272
)
$
5,984
$
(385
)
$
5,599
$
23,680
$
(1,693
)
$
21,987
Table of Contents
2009
2008
(In thousands)
U.S.
Foreign
Total
U.S.
Foreign
Total
$
5,984
$
(363
)
$
5,621
$
23,604
$
(1,597
)
$
22,007
(22
)
(22
)
76
(96
)
(20
)
$
5,984
$
(385
)
$
5,599
$
23,680
$
(1,693
)
$
21,987
U.S.
Foreign
(In thousands)
2009
2008
2007
2009
2008
2007
$
866
$
3,241
$
3,329
$
323
$
848
$
1,170
4,076
4,294
4,069
735
2,150
2,371
(4,343
)
(5,053
)
(4,697
)
(72
)
(1,353
)
(1,513
)
2
10
10
(12
)
(13
)
(14
)
(75
)
(92
)
14
13
63
522
601
2,492
2,725
987
1,620
2,444
601
2,492
2,725
987
1,620
2,444
74
(345
)
5,725
1,506
$
675
$
2,492
$
2,725
$
642
$
7,345
$
3,950
Table of Contents
U.S.
Foreign
2009
2008
2007
2009
2008
2007
6.4/7.5
%*
6.5
%
6.0
%
6.6
%
5.2
%
4.5
%
8.5
%
8.5
%
8.5
%
3.6
%
4.2
%
4.0
%
4.5
%
4.5
%
4.5
%
4.0
%
3.5
%
3.5
%
1/01/09
1/01/08
1/01/07
1/01/09
1/01/08
1/01/07
*
Denotes discount rate of 6.4% used through April 1, 2009, with an interest rate of 7.5% used thereafter.
Year
U.S.
Foreign
$
4,125
$
996
3,849
957
3,815
1,398
3,849
1,157
3,973
946
U.S. Asset Allocation
Foreign Asset Allocation
2009
2008
2009
2008
73
%
68
%
24
%
33
%
27
%
32
%
28
%
32
%
5
%
48
%
30
%
100
%
100
%
100
%
100
%
Table of Contents
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
6,945
$
$
$
6,945
7,132
7,132
6,591
6,591
7,442
7,442
3,023
3,023
6,939
6,939
8,572
8,572
5,492
5,492
509
509
$
47,153
$
5,492
$
$
52,645
Table of Contents
Wtd. Average
Remaining Contract
Aggregate Intrinsic
Shares Under Option
Wtd. Average Price
Life (Years)
Value (000s)
2,091,198
$
31.47
282,238
14.82
(57,750
)
21.87
(197,421
)
32.08
2,118,265
29.46
4.5
$
10,008
1,373,483
30.85
4.0
4,785
Table of Contents
WeightedAverage
Shares
Grant-Date Fair Value
32,482
$
37.06
160,772
17.25
(11,320
)
37.38
(400
)
24.25
181,534
19.52
Weighted Average
Shares
Grant-Date Fair Value
65,383
$
33.60
(4,333
)
28.69
(20,500
)
41.22
40,550
30.27
Table of Contents
2009
2008
2007
$
5.72
$
11.65
$
14.05
2.19
%
3.31
%
4.46
%
0
%
0
%
0
%
43.5
%
34.8
%
35.7
%
4.7 years
4.7 years
4.7 years
2009
2008
2007
$
(3,831
)
$
(15,488
)
$
(3,835
)
8,648
105
(92
)
(403
)
14,002
5,768
21,091
$
18,727
$
(10,123
)
$
17,361
*
net of tax of $1,768, $6,499 and $2,323 for 2009, 2008 and 2007 respectively.
**
net of tax of $0, $0 and ($65) for 2009, 2008 and 2007 respectively.
***
net of tax of $191 and $247 for 2009 and 2008 respectively.
Table of Contents
$
8,311
121
(706
)
(3,947
)
3,779
(179
)
(845
)
2,755
204
62
(668
)
(1,857
)
$
496
Table of Contents
2009
2008
2007
$
3,793
$
3,718
$
17,951
492
(322
)
483
(1,778
)
(1,168
)
(962
)
37
1,068
32
904
(257
)
(140
)
(2,629
)
(140
)
(2,783
)
607
(292
)
(128
)
$
1,426
$
2,607
$
14,453
Table of Contents
Electronics.
Provides circuit protection components and expertise to
leading global manufacturers of a wide range of electronic products
including mobile phones, computers, LCD TVs, telecommunications
equipment, medical devices, lighting products and white goods. The
Electronics business segment has the broadest product offering in the
industry including fuses and protectors, positive temperature
coefficient (PTC) resettable fuses, varistors, polymer electrostatic
discharge (ESD) suppressors, discreet transient voltage suppression
(TVS) diodes, TVS diode arrays and protection thyristors, gas
discharge tubes, power switching components and fuseholders, blocks
and related accessories.
Automotive.
Provides circuit protection products to the worldwide
automotive original equipment manufacturers (OEM) and parts
distributors of passenger automobiles, trucks, buses and off-road
equipment. The company also sells its fuses in the automotive
replacement parts market. Products include blade fuses, high current
fuses, battery cable protectors and varistors.
Electrical.
Provides circuit protection products and hazard
assessments for industrial and commercial customers. Products include
power fuses and other circuit protection devices that are used in
commercial and industrial buildings and large equipment such as HVAC
systems, elevators and machine tools.
Table of Contents
2009
2008
2007
$
262,984
$
342,489
$
348,957
98,530
126,867
135,109
68,633
61,513
52,078
$
430,147
$
530,869
$
536,144
$
(171
)
$
1,745
$
19,814
6,165
2,216
18,900
16,103
15,471
11,989
(8,402
)
(10,937
)
606
13,695
8,495
51,309
2,377
3,440
1,557
481
(5,568
)
(1,536
)
$
10,837
$
10,623
$
51,288
*
Included in Other Operating income (loss) for 2009 are severance and
asset impairment charges related to restructuring activities in the U.S.
($1.6 million), Europe ($5.5 million) and Asia-Pacific ($1.5 million)
locations (see Note 9). Included in Other Operating income (loss) for 2008
are special items such as restructuring charges related to the closure of the
companys Matamoros, Mexico facility ($4.4 million see Note 9) and Ireland
pension settlement charge ($5.7 million see Note 12). Included in Other
Operating income (loss) for 2007 is the gain on sale of property in Ireland
($8.0 million), partially offset by restructuring charges related to the
closure of the companys Des Plaines, Illinois facility ($3.5 million see
Note 9) and related write-down of manufacturing assets ($1.9 million).
2009
2008
2007
$
166,137
$
201,771
$
204,305
83,449
118,559
118,265
180,561
210,539
213,574
$
430,147
$
530,869
$
536,144
$
143,111
$
159,543
$
117,612
50,225
46,361
59,453
88,195
87,250
71,748
$
281,531
$
293,154
$
248,813
Table of Contents
$
6,493
5,279
4,237
2,403
2,384
20,571
$
41,367
Table of Contents
(in thousands except per share amounts)
2009
2008
2007
$
9,411
$
8,016
$
36,835
(78
)
(12
)
(12
)
$
9,333
$
8,004
$
36,823
78
12
12
(78
)
(12
)
(12
)
$
9,333
$
8,004
$
36,823
21,743
21,722
22,231
69
104
163
21,812
21,826
22,394
$
0.43
$
0.37
$
1.66
$
0.43
$
0.37
$
1.64
Table of Contents
2009
2008
4Q
3Q
a
2Q
b
1Q
4Q
c
3Q
d
2Q
1Q
e
$
127,928
$
116,420
$
101,396
$
84,403
$
105,887
$
141,448
$
149,826
$
133,708
45,057
36,616
25,414
18,274
21,826
35,900
47,462
38,481
17,240
10,011
(3,456
)
(10,100
)
(13,108
)
2,011
13,304
6,288
11,721
8,058
(2,584
)
(7,784
)
(9,225
)
3,988
9,141
4,112
$
0.54
$
0.37
$
(0.12
)
$
(0.36
)
$
(0.42
)
$
0.18
$
0.42
$
0.19
$
0.53
$
0.37
$
(0.12
)
$
(0.36
)
$
(0.42
)
$
0.18
$
0.42
$
0.19
a
In the third quarter of 2009, the company recorded a $1.7 million charge related to
severance and asset impairments in Europe and Asia. In addition, the company realized an
income tax benefit from the release of $2.6 million in contingent income tax reserves due to
the lapsing of statutes of limitations.
b
In the second quarter of 2009, the company recorded a $7.3 million charge related to
severance charges and asset write-offs for the U.S., Europe and Asia.
c
In the fourth quarter of 2008, the company recorded a $3.2 million charge related to the
write-down of manufacturing assets and a $2.8 million charge from marking down the companys
investment in Polytronics to its lower market value.
d
In the third quarter of 2008, the company recorded a $5.7 million non-cash charge related to
settlement of the Ireland pension plan.
e
In the first quarter of 2008, the company recorded a $4.4 million restructuring charge
related to the closure of its Matamoros, Mexico facility and the corresponding transfer of
manufacturing operations to its Wuxi, China facility.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9A.
CONTROLS AND PROCEDURES.
Table of Contents
ITEM 9B.
OTHER INFORMATION.
Table of Contents
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Name
Age
Position
58
Chairman of the Board of Directors, President and Chief Executive Officer
58
Vice President, Operations Support, Chief Financial Officer and Treasurer
56
Vice President and General Manager of the Electrical Business Unit
53
Vice President and General Manager of the Automotive Business Unit
47
Vice President and General Manager of the Electronics Business Unit
46
Vice President of Global Operations
42
General Counsel and Vice President, Human Resources
38
Vice President and General Manager, Semiconductor Products
64
Corporate Secretary
Table of Contents
Table of Contents
ITEM 11.
EXECUTIVE COMPENSATION.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
Table of Contents
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
Financial Statements and Schedules
(1)
The following Financial Statements are filed as a part of this report:
(i)
Report of Independent Registered Public Accounting Firm
(pages 36-37).
(ii)
Consolidated Balance Sheets as of January 2, 2010 and December 27, 2008 (page
38).
(iii)
Consolidated Statements of Income for the years ended January 2, 2010, December
27, 2008, and December 29, 2007 (page 39).
(iv)
Consolidated Statements of Cash Flows for the years ended January 2, 2010,
December 27, 2008, and December 29, 2007 (page 40).
(v)
Consolidated Statements of Equity for the years ended January 2, 2010, December
27, 2008, and December 29, 2007 (page 41).
(vi)
Notes to Consolidated Financial Statements (pages 42-77).
(2)
The following Financial Statement Schedule is submitted herewith for the periods
indicated therein.
(i)
Schedule II Valuation and Qualifying Accounts and
Reserves (page 83).
(3)
Exhibits. See Exhibit Index on pages 85-87.
Table of Contents
(In thousands of USD)
Balance at
Charged to
Balance at
Beginning
Costs and
End of
Description
Of Year
Expenses (1)
Deductions (2)
Other (3)
Year
$
896
$
319
$
583
$
25
$
657
$
11,874
$
40,512
$
43,112
$
44
$
9,318
$
738
$
286
$
77
$
(51
)
$
896
$
12,259
$
47,081
$
47,400
$
(66
)
$
11,874
$
983
$
31
$
309
$
33
$
738
$
16,520
$
45,970
$
50,424
$
193
$
12,259
(1)
Includes provision for doubtful accounts, sales returns, and sales discounts
granted to customers.
(2)
Represents uncollectible accounts written off, net of recoveries and credits
issued to customers.
(3)
Represents translation adjustments.
Table of Contents
Littelfuse, Inc.
By
/s/ Gordon Hunter
Gordon Hunter,
Chairman of the Board of Directors,
President and Chief Executive Officer
Chairman of the Board of Directors, President and
Chief Executive Officer (Principal Executive Officer)
Director
Director
Director
Director
Director
Director
Vice President, Operations Support, Chief Financial
Officer and Treasurer
(Principal Financial and
Principal Accounting Officer)
Table of Contents
Exhibit No.
Description
Certificate of Incorporation, as amended to date (filed as
Exhibit 3(I) to the companys Form 10-K for the fiscal year
ended January 3, 1998).
Certificate of Designations of Series A Preferred Stock
(filed as Exhibit 4.2 to the companys Current Report on
Form 8-K dated December 1, 1995).
Bylaws, as amended to date (filed as Exhibit 3.1 to the
companys Current Report on Form 8-K dated October 26,
2007).
Amendment to Non-Qualified Stock Option Agreement and
Agreement for Deferred Compensation between Littelfuse, Inc.
and Gordon Hunter (filed as Exhibit 10.27 to the companys
Form 10-K for the fiscal year ended December 31, 2005).
Amended and Restated Employment Agreement dated as of
December 31, 2007, between Littelfuse, Inc. and Gordon
Hunter (filed as Exhibit 10.1 to the companys Form 10-K for
the fiscal year ended December 29, 2007).
Change of Control Agreement effective as of January 1, 2009,
between Littelfuse, Inc. and Gordon Hunter (filed as Exhibit
10.3 to the companys Form 10-K for the fiscal year ended
December 27, 2008).
Change of Control Agreement effective as of January 1, 2009,
between Littelfuse, Inc. and Philip G. Franklin (filed as
Exhibit 10.4 to the companys Form 10-K for the fiscal year
ended December 27, 2008).
Change of Control Agreement effective as of January 1, 2009,
between Littelfuse, Inc. and David W. Heinzmann (filed as
Exhibit 10.6 to the companys Form 10-K for the fiscal year
ended December 27, 2008).
Change of Control Agreement effective as of January 1, 2009,
between Littelfuse, Inc. and Hugh Dalsen Ferbert (filed as
Exhibit 10.7 to the companys Form 10-K for the fiscal year
ended December 27, 2008).
Change of Control Agreement effective as of January 1, 2009,
between Littelfuse, Inc. and Ryan K. Stafford (filed as
Exhibit 10.8 to the companys Form 10-K for the fiscal year
ended December 27, 2008).
Summary of Director Compensation (filed as Exhibit 10.18 to
the companys Form 10-K for the fiscal year ended December
29, 2007).
Amended and restated Littelfuse, Inc. 401(k) Retirement and
Savings Plan (filed as Exhibit 10.1 to the companys Form
8-K dated October 9, 2009.
1993 Stock Plan for Employees and Directors of Littelfuse,
Inc., as amended (filed as Exhibit 10.1 to the companys
Form 10-Q for the quarterly period ended July 2, 2005).
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
companys Current Report on Form 8-K dated November 8,
2004).
Table of Contents
Exhibit No.
Description
Form of Performance Shares Agreement under the 1993 Stock
Plan for Employees and Directors of Littelfuse, Inc. (filed
as Exhibit 10.23 to the companys Form 10-K for the fiscal
year ended January 1, 2005).
Form of 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 companys Form 10-K for the fiscal year ended
January 1, 2005).
Stock Plan for New Directors of Littelfuse, Inc., as amended
(filed as Exhibit 10.2 to the companys Form 10-Q for the
quarterly period ended July 2, 2005).
Stock Plan for Employees and Directors of Littelfuse, Inc.,
as amended (filed as Exhibit 10.3 to the companys Form 10-Q
for the quarterly period ended July 2, 2005).
Littelfuse, Inc. Equity Incentive Compensation Plan (filed
as Exhibit A to the companys Proxy Statement for Annual
Meeting of Stockholders held on May 5, 2006).
First Amendment to the Littelfuse, Inc. Equity Incentive
Compensation Plan dated as of July 28, 2008 (filed as
Exhibit 10.2 to the companys Form 10-Q for the quarterly
period ended March 28, 2009).
Form of Non-Qualified Stock Option Agreement under the
Littelfuse, Inc. Equity Incentive Compensation Plan (filed
as Exhibit 99.4 to the companys Current Report on Form 8-K
dated May 5, 2006).
Form of Performance Shares Agreement under the Littelfuse,
Inc. Equity Incentive Compensation Plan (filed as Exhibit
99.1 to the companys Current Report on Form 8-K dated March
12, 2008).
Littelfuse, Inc. Outside Directors Stock Option Plan (filed
as Exhibit B to the companys Proxy Statement for Annual
Meeting of Stockholders held on May 5, 2006).
Form of Non-Qualified Stock Option Agreement under the
Littelfuse, Inc. Outside Directors Stock Option Plan (filed
as Exhibit 99.6 to the companys Current Report on Form 8-K
dated May 5, 2006).
Littelfuse, Inc. Outside Directors Equity Plan (filed as
Exhibit A to the companys Proxy Statement for Annual
Meeting of Stockholders held on April 27, 2007).
First Amendment to the Littelfuse, Inc. Outside Directors
Equity Plan, dated as of July 28, 2008 (filed as Exhibit
10.1 to the companys Form 10-Q for the quarterly period
ended March 28, 2009).
Form of Stock Option Award Agreement under the Littelfuse,
Inc. Outside Directors Equity Plan (filed as Exhibit 99.3
to the companys Current Report on Form 8-K dated April 25,
2008).
Form of Restricted Stock Unit Award Agreement under the
Littelfuse, Inc. Outside Directors Equity Plan (filed as
Exhibit 99.4 to the companys Current Report on Form 8-K
dated April 25, 2008).
Amended and Restated Littelfuse, Inc. Supplemental Executive
Retirement Plan (filed as Exhibit 10.3 to the companys Form
10-K for the fiscal year ended December 29, 2007).
Termination Amendment to Littelfuse, Inc. Supplemental Executive
Retirement Plan (filed as Exhibit 10.2 to the companys
Current Report on form 8-K dated October 9, 2009).
Amended and Restated Littelfuse, Inc. Deferred Compensation
Plan for Non-employee Directors (filed as Exhibit 10.4 to
the companys Form 10-K for the fiscal year ended December
29, 2007).
Amended and Restated Littelfuse, Inc. Retirement Plan (filed
as Exhibit 10.13 to the companys Form 10-K for the fiscal
year ended December 29, 2007).
Amendment to Amended and Restated
Littelfuse, Inc. Retirement Plan.
Amended and Restated Littelfuse, Inc. Annual Incentive Plan.
Table of Contents
Exhibit No.
Description
Form of Restricted Stock Award Agreement under the
Littelfuse, Inc. Equity Incentive Compensation Plan (filed
as Exhibit 10.1 to the companys Current Report on form 8-K
dated April 28, 2009).
Form of Stock Option Award Agreement under the Littelfuse,
Inc Equity Incentive Compensation Plan (filed as Exhibit
10.2 to the companys Current Report on form 8-K dated April
28, 2009).
Littelfuse, Inc. Supplemental Retirement
and Savings Plan (filed as Exhibit 10.3 to the companys
Current Report on form 8-K dated October 9, 2009).
Bank credit agreement among Littelfuse, Inc., as borrower,
the lenders named therein and the Bank of America N.A., as
agent, dated as of July 21, 2006 (filed as Exhibit 10.1 to
the companys Form 10-Q for the quarterly period ended
September 30, 2006).
First Amendment, dated as of September 29, 2008, to that
certain Credit Agreement, dated as of July 21, 2006, among
Littelfuse, Inc., the lenders named therein and Bank of
America, N.A., as agent (filed as Exhibit 10.2 to the
companys Form 10-Q for the quarterly period ended September
27, 2008).
Loan Agreement, dated as of September 29, 2008, among
Littelfuse, Inc., the lenders named therein and JPMorgan
Chase Bank, N.A., as agent (filed as Exhibit 10.1 to the
companys Form 10-Q for the quarterly period ended September
27, 2008).
Code of Conduct (filed as Exhibit 14.1 to the companys
Current Report on Form 8-K dated October 24, 2008).
Subsidiaries.
Consent of Independent Registered Public Accounting Firm.
Rule 13a-14(a)/15d-14(a) certification of Gordon Hunter.
Rule 13a-14(a)/15d-14(a) certification of Philip G. Franklin.
Section 1350 certification.
*
Filed with this Report.
+
Furnished with this Report.
LITTELFUSE, INC. | ||||||
|
||||||
|
By: | /s/ Ryan K. Stafford | ||||
|
Name: | Ryan K. Stafford | ||||
|
Title: | Vice President and General Counsel |
(a) | The Performance Factors for each Named Executive shall be objective and shall be based solely upon one or more of the following business criteria, which may apply to the individual in question, an identifiable business unit or the Company as a whole, and on an annual or other periodic or cumulative basis: (i) sales values, (ii) margins (including profit, operating profit, or gross margins), (iii) volume, (iv) cash flow, (v) stock price, (vi) market share, (vii) revenue, (viii) sales, (ix) earnings per share (either primary or fully diluted), (x) profits, (xi) net income, (xii) cash from operations, (xiii) net operating profit after taxes, (xiv) pre-tax earnings, (xv) operating earnings; (xvi) earnings before interest and taxes, (xvii) earnings before interest, taxes, and depreciation and/or amortization, (xviii) return on equity, (xix) return on assets (including return on net assets or net tangible assets), (xx) return on sales, (xxi) return on capital employed, (xxii) economic value added, or (xxiii) total shareholder return (in each case, whether compared to pre-selected peer groups or not). | ||
(b) | The Performance Factors for Other Participants may include any of the criteria listed in Section 3.10(a), and may also include such other business criteria as the Compensation Committee may determine to be appropriate, which may include |
2
financial and nonfinancial performance goals that are linked to such individuals business unit or the Company as a whole or to such individuals areas of responsibility, and which may include subjective determinations by the Compensation Committee or the Other Participants superiors. | |||
(c) | The Compensation Committee shall provide the manner in which any Performance Factor shall be adjusted to the extent necessary to prevent dilution or enlargement of any Award as a result of extraordinary events or circumstances, as determined by the Compensation Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction; provided, however, that no such adjustment will be made if the effect of such adjustment would cause the Named Executives Award to fail to qualify as performance based compensation within the meaning of Section 162(m) of the Code. |
3
4
5
6
7
Littelfuse, Inc.
|
||||
By: | ||||
Ryan K. Stafford | ||||
8
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 registrants 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 financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ GORDON HUNTER | ||||
Gordon Hunter | ||||
Chairman, President and Chief Executive Officer |
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 registrants 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 financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ PHILIP G. FRANKLIN | ||||
Philip G. Franklin | ||||
Vice President, Operations Support, Chief Financial Officer and Treasurer |
/s/ GORDON HUNTER
|
/s/ PHILIP G. FRANKLIN | |
Gordon Hunter
|
Philip G. Franklin | |
Chairman, President and
|
Vice President, Operations Support, | |
Chief Executive Officer
|
Chief Financial Officer and Treasurer |