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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended June 29, 2003.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1804239
--------- ----------
State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
---------------------------------------------
(Address of principal executive offices)
(414) 247-3333
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
- ------------------- ------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [x]Yes [ ]No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [x]Yes [ ]No
The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant as of December 29, 2002 (the last business day of the
Registrant's most recently completed second quarter), was approximately
$179,666,000 (based upon the last reported sale price of the Common Stock at
December 29, 2002, on the NASDAQ National Market).
On August 1, 2003, there were outstanding 3,758,392 shares of $.01 par value
Common Stock.
Documents Incorporated by Reference
Part of the Form 10-K
Document into which incorporated
-------- -----------------------
Portions of the Annual Report to Shareholders for the
fiscal year ended June 29, 2003. I, II, IV
Portions of the Proxy Statement dated August 28, 2003,
for the Annual Meeting of Shareholders to be held on
October 7, 2003. III
1
PART I
ITEM 1. BUSINESS
The information set forth under "Company Description" which appears on pages 6
through 10 of the Company's 2003 Annual Report to Shareholders is incorporated
herein by reference. For information as to export sales, see the information set
forth under "Export Sales" included on page 31 of the Company's 2003 Annual
Report to Shareholders, which is incorporated herein by reference.
EMERGING TECHNOLOGIES
Automotive vehicle access systems, which are both theft deterrent and end user
friendly, are being developed as mechanical-electrical devices. Electronic
companies are developing user identification systems such as bio-systems, card
holder (transmitter) systems, etc., while locks and door latches are
metamorphosing to accommodate the electronics. This will result in more secure
vehicles and eventually passive entry and passive start. The Company believes it
is positioning itself as a vehicle security system supplier by building its
product, engineering and manufacturing expertise in the required
electro-mechanical products, that include vehicle access latches, keys with
assembled remote entry electronic systems, and passive entry systems.
Vehicle access modules that pre-assemble and pre-test individual components
allow assembly cost reductions at the original equipment manufacturer and the
potential for the introduction of different components.
Innovations in alternative materials could potentially eliminate the need for
grease and hexavalent chromiom, reduce mass and offer potential cost reductions
for suppliers and original equipment manufacturers.
These technologies benefit the Company by increasing the potential customer base
as a tier 2 supplier while attaining tier 1 status on some product lines and
adding additional product line availability.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The primary raw materials used by the Company are high-grade zinc, brass, steel
and plastic resins. These materials are generally available from a number of
suppliers, but the Company has chosen to concentrate its sourcing with one
primary vendor for each commodity. The Company believes its sources for raw
materials are very reliable and adequate for its needs. The Company has not
experienced any significant long term supply problems in its operations and does
not anticipate any significant supply problems in the foreseeable future. See
further discussion under "Risk Factors" included on page 17 of the Company's
2003 Annual Report to Shareholders, which is incorporated herein by reference.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Company believes that the success of its business will not only result from
the technical competence, creativity and marketing abilities of its employees
but also from the protection of its intellectual property through patents,
trademarks and copyrights. As part of its ongoing research, development and
manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate. The Company owns 33
issued United States patents, with expirations occurring between 2010 and 2021.
Although, in the aggregate, the patents discussed above are of considerable
importance to the manufacturing and marketing of many of its products, the
Company does not consider any single patent or trademark or group of patents or
trademarks to be material to its business as a whole, except for the STRATTEC
and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential and
proprietary information. The Company maintains confidentiality agreements with
its key executives. In addition, the Company enters into confidentiality
agreements with selected suppliers, consultants and associates as appropriate to
evaluate new products or business relationships pertinent to the success of the
Company. However, there can be no assurance that others will not independently
obtain similar information and techniques or otherwise gain access to the
Company's trade secrets or that the Company can effectively protect its trade
secrets.
2
DEPENDENCE UPON SIGNIFICANT CUSTOMERS
A very significant portion of the Company's annual sales are to General Motors
Corporation, Delphi Corporation, Ford Motor Company, and DaimlerChrysler
Corporation. These four customers accounted for approximately 82 percent to 84
percent of the Company's total net sales in each fiscal year 2001 through 2003.
Further information regarding sales to the Company's largest customers is set
forth under "Risk Factors" included on page 16 of the Company's 2003 Annual
Report to Shareholders and "Sales and Receivable Concentration" included on page
31 of the Company's 2003 Annual Report to Shareholders, both of which are
incorporated herein by reference.
The products sold to these customers are model specific, fitting only certain
defined applications. Consequently, the Company is highly dependent on its major
customers for their business, and on these customers' ability to produce and
sell vehicles which utilize the Company's products. The Company has enjoyed
relationships with General Motors Corporation, DaimlerChrysler Corporation, Ford
Motor Company, and Delphi Corporation in the past, and expects to do so in the
future. However, a significant change in the purchasing practices of, or a
significant loss of volume from, one or more of these customers could have a
detrimental effect on the Company's financial performance.
SALES AND MARKETING
The Company provides its customers with engineered locksets, steering column
lock housings and latches, which are unique to specific vehicles. Any given
vehicle will typically take 1 to 3 years of development and engineering design
time prior to being offered to the public. The locksets, lock housings and
latches are designed concurrently with the vehicle. Therefore, commitment to the
Company as the production source occurs 1 to 3 years prior to the start of
production. The Company employs an engineering staff that assists in providing
design and technical solutions to its customers. The Company believes that its
engineering expertise is a competitive advantage and contributes toward its
strong market position. For example, the Company believes it has recently
provided innovative design proposals for new model ignition locks, door locks,
tailgate latches and ignition housing locks to its customers that will improve
vehicle security system quality, theft deterrence and system cost.
The typical process used by automotive manufacturers in selecting a lock, lock
housing or latch supplier is to offer the business opportunity to the Company
and various of the Company's competitors. Each competitor will pursue the
opportunity, doing its best to provide the customer with the most attractive
proposal. Price pressure is strong during this process but once an agreement is
reached, the price is fixed for each year of the product program. Typically,
price reductions resulting from productivity improvement by the Company are
included in the contract and are estimated in evaluating each of these
opportunities by the Company. A blanket purchase order, a contract indicating a
specified part will be supplied at a specified price during a defined time
period, is issued by customers for each model year. Product run releases or
quantity commitments, are made to that purchase order for weekly deliveries to
the customer. As a consequence and because the Company is a "Just-in-Time"
supplier to the automotive industry, it does not maintain a backlog of orders in
the classic sense for future production and shipment.
COMPETITION
The Company competes with domestic and foreign-based competitors on the basis of
custom product design, engineering support, quality, delivery and price. While
the number of direct competitors is currently relatively small, the automotive
manufacturers actively encourage competition between potential suppliers. The
Company has a dominant share of the North American market because of its ability
to provide total value, which is a beneficial combination of price, quality,
technical support, program management innovation and aftermarket support. In
order to reduce lockset or housing production costs while still offering a wide
range of technical support, the Company utilizes assembly and component
manufacturing operations in Mexico, which results in lower labor costs as
compared to the United States.
As locks become more sophisticated and involve additional electronics,
competitors with specific electronic expertise may emerge to challenge the
Company. To address this, the Company is strengthening its electrical
engineering knowledge and service. It is also working with several electronics
suppliers to jointly develop and supply these advanced products.
The Company's lockset and housing competitors include Huf North America,
Ushin-Ortech, Tokai-Rika, Alpha-Tech Valeo, Methode, Internet, and Comtech. For
additional information related to competition, see the information set forth
under "Risk Factors" included on page 18 of the Company's 2003 Annual Report to
Shareholders, which is incorporated herein by reference.
3
RESEARCH AND DEVELOPMENT
The Company engages in research and development activities pertinent to
automotive access control. A major area of focus for research is the expanding
role of vehicle access via electronic interlocks and modes of communicating
authorization data between consumers and vehicles. Development activities
include new products, applications and product performance improvement. In
addition, specialized data collection equipment is developed to facilitate
increased product development efficiency and continuous quality improvements.
For fiscal years 2003, 2002, and 2001, the Company spent $2,400,000, $2,200,000,
and $2,380,000, respectively, on research and development. The Company believes
that, historically, it has committed sufficient resources to research and
development and anticipates increasing such expenditures in the future as
required to support additional product programs associated with both existing
and new customers. Patents are pursued and will continue to be pursued as
appropriate to protect the Company's interests resulting from these activities.
CUSTOMER TOOLING
The Company incurs costs related to tooling used in component production and
assembly. See the information set forth under "Customer Tooling in Progress"
included on page 24 of the Company's 2003 Annual Report to Shareholders, which
is incorporated herein by reference.
ENVIRONMENTAL COMPLIANCE
As is the case with other manufacturers, the Company is subject to federal,
state, local and foreign laws and other legal requirements relating to the
generation, storage, transport, treatment and disposal of materials as a result
of its housing, lock and key manufacturing and assembly operations. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air
Act (as amended), the Clean Water Act of 1990 (as amended) and the Comprehensive
Environmental Response, Compensation and Liability Act (as amended). The Company
has an environmental management system that is ISO-14001 certified. The Company
believes that its existing environmental management system is adequate and it
has no current plans for substantial capital expenditures in the environmental
area.
As discussed in "Commitments and Contingencies" included on page 26 of the
Company's 2003 Annual Report to Shareholders, which is incorporated herein by
reference, a site at the Company's Milwaukee facility is contaminated by a
solvent spill from an above-ground solvent storage tank, located on the east
side of the facility, which occurred in 1985. This situation is being monitored
by the Company.
The Company does not currently anticipate any materially adverse impact on its
financial statements or competitive position as a result of compliance with
federal, state, local and foreign environmental laws or other legal
requirements. However, risk of environmental liability and charges associated
with maintaining compliance with environmental laws is inherent in the nature of
the Company's business and there is no assurance that material liabilities or
charges could not arise.
EMPLOYEES
At June 29, 2003, the Company had approximately 2,245 full-time employees, of
which approximately 400 or 18% percent were represented by a labor union, which
accounts for all production associates at the Company's Milwaukee facility.
During June 2001, there was a 16-day strike by the represented employees at the
Company's Milwaukee facility. Further information regarding the strike, work
stoppages and other labor matters is discussed under "Management's Discussion
and Analysis" which appears on pages 12 through 19 of the Company's 2003 Annual
Report to Shareholders, which is incorporated herein by reference.
AVAILABLE INFORMATION
The Company maintains its corporate website at www.strattec.com and makes
available, free of charge, through this website its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports that the Company files with, or furnishes to, the Securities and
Exchange Commission (the "Commission") as soon as reasonably practicable after
the Company electronically files such material with, or furnishes it to, the
Commission. Information on the Company's website is not part of this report.
4
ITEM 2. PROPERTIES
The Company has three manufacturing plants, one warehouse, and a sales office.
These facilities are described as follows:
LOCATION TYPE SQ. FT. OWNED OR LEASED
-------- ---- ------- ---------------
Milwaukee, Wisconsin Headquarters and General Offices; Component
Manufacturing, Assembly and Service Parts Distribution... 352,000 Owned
Juarez, Chihuahua Mexico Subsidiary Offices and Assembly.......................... 97,000 Owned
Juarez, Chihuahua Mexico Subsidiary Offices and Key Finishing Operations.......... 62,000 Leased
El Paso, Texas Finished Goods Warehouse................................. 22,800 Leased**
Troy, Michigan Sales and Engineering Office for Detroit Area............ 6,000 Leased**
- ----------
** Leased unit within a complex.
The Company believes its production facilities are adequate for the foreseeable
future as they relate to the Company's current products. As the Company
evaluates and expands into other products, consideration of further production
facilities will be necessary.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business the Company may be involved in various legal
proceedings from time to time. The Company does not believe it is currently
involved in any claim or action the ultimate disposition of which would have a
material adverse effect on the Company's financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth
quarter of fiscal 2003.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth in the "Quarterly Financial Data" section appearing on
page 33 of the Company's 2003 Annual Report to Shareholders is incorporated
herein by reference.
The information set forth under "Revolving Credit Facility" included on page 26
of the Company's 2003 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under "Five Year Financial Summary" which appears on
page 33 of the Company's 2003 Annual Report to Shareholders is incorporated
herein by reference. Such information should be read along with the Company's
financial statements and the notes to those financial statements and with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information set forth under "Management's Discussion and Analysis" which
appears on pages 12 through 19 of the Company's 2003 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company did not hold any market risk sensitive instruments during the period
covered by this report.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Deloitte & Touche
LLP dated July 29, 2003, which appear on pages 20 through 33 of the Company's
2003 Annual Report to Shareholders, are incorporated herein by reference. The
report of Arthur Andersen LLP is included on page 9 in this Form 10-K Report.
The Quarterly Financial Data (unaudited) which appears on page 33 of the
Company's 2003 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended). Based on this evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic
filings with the Securities and Exchange Commission. It should be noted that in
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
The Company has designed its disclosure controls and procedures to reach a level
of reasonable assurance of achieving the desired control objectives and, based
on the evaluation described above, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at reaching that level of reasonable assurance.
There was no change in the Company's internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934, as amended) during the Company's most recently completed fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on pages 2 through 5 and 8 of the Company's Proxy Statement,
dated August 28, 2003, under "Election of Directors," "Executive Officers" and
"Section 16(a) Beneficial Ownership Reporting Compliance" is incorporated herein
by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information on pages 5 and 8 through 15 of the Company's Proxy Statement,
dated August 28, 2003, under "Executive Compensation," "Compensation Committee
Report on Executive Compensation," "Performance Graph" and "Compensation of
Directors" is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information on pages 6 and 7 of the Company's Proxy Statement, dated August
28, 2003, under "Security Ownership" is incorporated herein by reference.
6
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share information, as of June 29, 2003, for the
Company's Stock Incentive Plan.
NUMBER OF NUMBER OF
COMMON SHARES TO BE COMMON SHARES
ISSUED UPON EXERCISE WEIGHTED-AVERAGE AVAILABLE FOR FUTURE
OF OUTSTANDING EXERCISE PRICE OF ISSUANCE UNDER
OPTIONS, OUTSTANDING OPTIONS, EQUITY
PLAN CATEGORY WARRANTS, AND RIGHTS WARRANTS, AND RIGHTS COMPENSATION PLANS
- ------------- -------------------- -------------------- --------------------
Equity compensation plans approved by
shareholders 447,785 $42.48 328,973
Equity compensation plans not approved
by shareholders - - -
------- ------ -------
Total 447,785 $42.48 328,973
======= ====== =======
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on pages 11 through 15 of the Company's Proxy Statement, dated
August 28, 2003, under "Executive Compensation" is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information on pages 3 and 4 of the Company's Proxy Statement, dated August
28, 2003, under "Fees of Independent Auditors" and "Report of the Audit
Committee" is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1)(i) Financial Statements - The following financial statements of
the Company, included on pages 20 through 33 of the
Company's 2003 Annual Report to Shareholders, are
incorporated by reference in Item 8.
Independent Auditors' Report
Consolidated Balance Sheets - as of June 29, 2003 and July
30, 2002
Consolidated Statements of Income - years ended June 29,
2003, June 30, 2002 and July 1, 2001
Consolidated Statements of Stockholders' Equity - years
ended June 29, 2003, June 30, 2002 and July 1, 2001
Consolidated Statements of Cash Flows - years ended June 29,
2003, June 30, 2002 and July 1, 2001
Notes to Financial Statements
(ii) The following is included at page 9 in this Form 10-K
Report.
Report of Independent Public Accountants
7
Page in this
(2) Financial Statement Schedule Form 10-K Report
---------------------------- ----------------
Report of Independent Public Accountants 10
Independent Auditors' Report 11
Schedule II - Valuation and Qualifying Accounts 12
All other schedules have been omitted because they are not
applicable or are not required, or because the required information
has been included in the Financial Statements or Notes thereto.
(3) Exhibits. See "Exhibit Index" beginning on page 14.
(b) Reports on Form 8-K
On April 10, 2003, the Company furnished a report on Form
8-K pursuant to Items 9 and 12 relating to financial
information for the Company for the quarter ended March 30,
2003, as presented in a press release of April 10, 2003.
8
This is a copy of a previously issued report by Arthur Andersen LLP. This report
has not been re-issued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF STRATTEC SECURITY CORPORATION:
We have audited the accompanying consolidated balance sheets of STRATTEC
SECURITY CORPORATION and subsidiaries, as of July 1, 2001, and July 2, 2000, and
the related consolidated statements of income, changes in equity and cash flows
for each of the three years in the period ended July 1, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of STRATTEC SECURITY CORPORATION
and subsidiaries, as of July 1, 2001, and July 2, 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
July 1, 2001, in conformity with accounting principles generally accepted in the
United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 30, 2001
9
This is a copy of a previously issued report by Arthur Andersen LLP. This report
has not been re-issued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards the
consolidated financial statements included in the STRATTEC SECURITY CORPORATION
Annual Report to Shareholders incorporated by reference in this Form 10-K and
have issued our report thereon dated July 30, 2001. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.
Arthur Andersen LLP
Milwaukee, Wisconsin,
July 30, 2001
10
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of STRATTEC SECURITY CORPORATION:
We have audited the consolidated financial statements of STRATTEC SECURITY
CORPORATION and subsidiaries as of June 29, 2003 and June 30, 2002, and for the
years then ended and have issued our report thereon dated July 29, 2003; such
consolidated financial statements and report are included in your 2003 Annual
Report to Shareholders and are incorporated herein by reference. Our audits also
included the consolidated financial statement schedule of STRATTEC SECURITY
CORPORATION for the years ended June 29, 2003 and June 30, 2002, listed in Item
15. This consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such 2003 and 2002 consolidated financial statement
schedule, when considered in relation to the 2003 and 2002 basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein. The financial statement schedule
for the year ended July 1, 2001 was audited by other auditors who have ceased
operations. Those auditors expressed an opinion, in their report dated July 30,
2001, that such 2001 financial statement schedule, when considered in relation
to the 2001 basic consolidated financial statements taken as a whole, presented
fairly, in all material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 29, 2003
11
STRATTEC SECURITY CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF DOLLARS)
Balance, Provision Payments Balance,
Beginning Charged to and Accounts End of
of Year Profit & Loss Written Off Year
--------- ------------- ------------ --------
Year ended June 29, 2003
Allowance for doubtful accounts $250 $53 $53 $250
==== === === ====
Year ended June 30, 2002
Allowance for doubtful accounts $250 $42 $42 $250
==== === === ====
Year ended July 1, 2001
Allowance for doubtful accounts $250 $61 $61 $250
==== === === ====
12
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
STRATTEC SECURITY CORPORATION
By: /s/ Harold M. Stratton II
-------------------------
Harold M. Stratton II, Chairman
and Chief Executive Officer
Date: August 19, 2003
Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Harold M. Stratton II Chairman, Chief Executive August 19, 2003
- ------------------------------- Officer, and Director
Harold M. Stratton II
/s/ John G. Cahill President, Chief Operating August 19, 2003
- ------------------------------- Officer and Director
John G. Cahill
/s/ Frank J. Krejci Director August 19, 2003
- -------------------------------
Frank J. Krejci
/s/ Michael J. Koss Director August 19, 2003
- -------------------------------
Michael J. Koss
/s/ Robert Feitler Director August 19, 2003
- -------------------------------
Robert Feitler
/s/ Patrick J. Hansen Vice President, Chief August 19, 2003
- ------------------------------- Financial Officer,
Patrick J. Hansen Secretary and Treasurer
(Principal Financial and
Accounting Officer)
13
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
Exhibit
- -------
3.1(2) Amended and Restated Articles of Incorporation of the *
Company
3.2(2) By-laws of the Company *
4.1(2) Rights Agreement between the Company and Firstar Trust *
Company, as Rights Agent
4.2(3) Revolving Credit Agreement dated as of February 27, 1995 *
by and between the Company and M&I Bank, together with
Revolving Credit Note
4.3(5) Amendments to Revolving Credit Agreement dated as of *
February 27, 1995 by and between the Company and M&I Bank,
together with Revolving Credit Notes
10.1 Amended STRATTEC SECURITY CORPORATION Stock Incentive Plan
10.2(4)(5)(6) Employment Agreements between the Company and the *
identified executive officers
10.3(1)(4)(5)(6) Change In Control Agreements between the Company and the *
identified executive officers
10.4 Employment Agreements between the Company and the
identified executive officers
10.5 Change In Control Agreements between the Company and the
identified executive officers
10.15 Amended STRATTEC SECURITY CORPORATION Economic Value Added
Plan for Executive Officers and Senior Managers
10.16 Amended STRATTEC SECURITY CORPORATION Economic Value Added
Plan for Non-employee Members of the Board of Directors
13 Annual Report to Shareholders for the year ended June 29,
2003
21(1) Subsidiaries of the Company *
23 Independent Auditors' Consent dated August 27, 2003
31.1 Rule 13a-14(a) Certification for Harold M. Stratton II,
Chairman and Chief Executive Officer
31.2 Rule 13a-14(a) Certification for Patrick J. Hansen, Chief
Financial Officer
32(7) 18 U.S.C. Section 1350 Certifications
* Previously filed
- -------------------
(1) Incorporated by reference from Amendment No. 1 to the Form 10 filed on
January 20, 1995.
(2) Incorporated by reference from Amendment No. 2 to the Form 10 filed on
February 6, 1995.
(3) Incorporated by reference from the April 2, 1995 Form 10-Q filed on May 17,
1995.
(4) Incorporated by reference from the June 27, 1999 Form 10-K filed on
September 17, 1999.
(5) Incorporated by reference from the July 1, 2001 Form 10-K filed on
September 4, 2001.
(6) Incorporated by reference from the June 30, 2002 Form 10-K filed on August
28, 2002.
(7) This certification is not "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended.
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