LITTELFUSE INC /DE (Form: 10-Q, Received: 05/06/2016 07:46:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2016

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number 0-20388

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3795742
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

8755 W. Higgins Road, Suite 500
Chicago, Illinois	60631
(Address of principal executive offices)	(Zip Code)

(773) 628-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of April 29, 2016, 22,422,545 shares of common stock, $.01 par value, of the registrant were outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	Page

	Condensed Consolidated Balance Sheets as of April 2, 2016 (unaudited) and January 2, 2016	1

	Consolidated Statements of Net Income for the three months ended April 2, 2016 (unaudited) and March 28, 2015 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the three months ended April 2, 2016 (unaudited) and March 28, 2015 (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended April 2, 2016 (unaudited) and March 28, 2015 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20

Item 4.	Controls and Procedures.	21

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

Signatures		24

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LITTELFUSE, INC.

Condensed Consolidated Balance Sheets

(In thousands of USD, except share amounts)

	April 2, 2016			January 2, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	272,864		$	328,786
Short-term investments		4,354			4,179
Accounts receivable, less allowances		181,384			142,882
Inventories		133,162			98,629
Prepaid expenses and other current assets		14,024			8,238
Total current assets		605,788			582,714
Property, plant and equipment:
Land		9,760			5,236
Buildings		90,839			71,383
Equipment		435,047			382,429
		535,646			459,048
Accumulated depreciation		(305,413	)		(296,480	)
Net property, plant and equipment		230,233			162,568
Intangible assets, net of amortization:
Patented and unpatented technologies, licenses and software		75,972			20,221
Distribution network		16,226			16,490
Customer lists, trademarks and tradenames		105,353			54,912
Goodwill		312,064			189,767
Investments		14,424			15,197
Deferred income taxes		20,049			8,333
Other assets		23,001			14,058

Total assets	$	1,403,110		$	1,064,260

Liabilities and Equity
Current liabilities:
Accounts payable	$	73,619		$	51,658
Accrued payroll		28,492			32,611
Accrued expenses		40,350			24,145
Accrued severance		4,043			3,798
Accrued income taxes		9,929			10,621
Consideration payable		70,000			—
Current portion of long-term debt		6,250			87,000
Total current liabilities		232,683			209,833
Long-term debt, less current portion		371,113			83,753
Deferred income taxes		6,191			8,014
Accrued post-retirement benefits		7,481			5,653
Other long-term liabilities		12,329			12,809
Total equity		773,313			744,198

Total liabilities and equity	$	1,403,110		$	1,064,260

Common shares issued of 22,470,690 and 22,420,785, at April 2, 2016, and January 2, 2016, respectively.

See accompanying notes.

LITTELFUSE, INC.

Consolidated Statements of Net Income

(In thousands of USD, except per share amounts, unaudited)

	For the Three Months Ended
	April 2, 2016			March 28, 2015

Net sales	$	219,398		$	210,313

Cost of sales		132,243			133,983

Gross profit		87,155			76,330

Selling, general and administrative expenses		42,366			36,345
Research and development expenses		8,565			7,384
Amortization of intangibles		3,796			3,053
		54,727			46,782

Operating income		32,428			29,548

Interest expense		2,045			1,151
Foreign exchange loss		3,823			3,117
Other (income) expense, net		(517	)		(1,126	)

Income before income taxes		27,077			26,406
Income taxes		7,788			6,411

Net income	$	19,289		$	19,995

Net income per share (see note 8):
Basic	$	0.86		$	0.88
Diluted	$	0.85		$	0.88

Weighted average shares and equivalent shares outstanding:
Basic		22,438			22,600
Diluted		22,621			22,781

Cash dividends paid per common share	$	0.29		$	0.25

See accompanying notes.

LITTELFUSE, INC.

Consolidated Statements of Comprehensive Income

(In thousands of USD, unaudited)

	For the Three Months Ended
	April 2, 2016			March 28, 2015

Net income	$	19,289		$	19,995
Other comprehensive income (loss):
Pension liability adjustments, net (net of tax of ($25) and ($31), respectively)		92			74
Reclassification adjustments to expense, (net of tax of ($0) and ($249), respectively)		73			986
Unrealized (loss) gain on investments		(1,234	)		1,956
Foreign currency translation adjustments		11,755			(13,974	)
Comprehensive income	$	29,975		$	9,037

See accompanying notes.

LITTELFUSE, INC.

Consolidated Statements of Cash Flows

(In thousands of USD, unaudited)

	For the Three Months Ended
	April 2, 2016			March 28, 2015
Operating activities:
Net income	$	19,289		$	19,995
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		7,230			7,365
Amortization of intangibles		3,796			3,053
Stock-based compensation		2,204			1,802
Loss on product line sale		1,391			—
Excess tax benefit on share-based compensation		(706	)		(672	)
Loss on sale of assets		27			105
Changes in operating assets and liabilities:					—
Accounts receivable		(10,413	)		(3,910	)
Inventories		(3,484	)		149
Accounts payable		3,716			(2,963	)
Accrued expenses (including post-retirement)		3,500			2,689
Accrued payroll and severance		(9,351	)		(8,894	)
Accrued and deferred taxes		(5,312	)		932
Prepaid expenses and other		(2,395	)		3,579
Net cash provided by operating activities		9,492			23,230

Investing activities:
Acquisition of businesses, net of cash acquired		(264,098	)		—
Purchases of property, plant, and equipment		(9,139	)		(12,279	)
Proceeds from sale of assets		18			6
Net cash used in investing activities		(273,219	)		(12,273	)

FINANCING activities:
Proceeds from revolving credit facility		258,000			7,000
Proceeds from term loan		125,000			—
Payments of revolving credit facility		(90,500	)		(11,000	)
Payments of term loan		(85,000	)		(1,250	)
Debt issuance costs		(1,700	)		—
Cash dividends paid		(6,483	)		(5,635	)
Proceeds from exercise of stock options		3,710			1,768
Excess tax benefit on share-based compensation		706			672
Net cash provided by (used in) financing activities		203,733			(8,445	)

Effect of exchange rate changes on cash and cash equivalents		4,072			(6,452	)

Decrease in cash and cash equivalents		(55,922	)		(3,940	)
Cash and cash equivalents at beginning of period		328,786			297,571
Cash and cash equivalents at end of period	$	272,864		$	293,631

Supplemental disclosure of non-cash investing activities:
Consideration payable recognized in relation to PolySwitch acquisition	$	70,000		$	—

See accompanying notes.

Notes to CONDENSED Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Littelfuse, Inc. and its subsidiaries (the “company”) have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheet, statements of net income and comprehensive income and cash flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period ended April 2, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the company’s consolidated financial statements and the notes thereto incorporated by reference in the company’s Annual Report on Form 10-K for the year ended January 2, 2016.

The company’s unaudited Condensed Consolidated Financial Statements as of April 2, 2016 include the opening balance sheet for the PolySwitch business but do not include any income statement activity of the acquired business as the operating results are not material to the company's financial statements for the three months ended April 2, 2016. The operating results of PolySwitch for the nine day period of March 25, 2016 through April 2, 2016 will be included within the company’s statement of income for the quarter ended July 2, 2016.

2. Reclassifications

Certain amounts presented in the 2015 financial statements have been reclassified to conform to the 2016 presentation. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amended guidance is to be applied on a retrospective basis. The company adopted the new guidance on January 3, 2016 and has made the corresponding reclassification on its balance sheet for the fiscal year ended January 2, 2016. The adoption of the new guidance had no effect on the company’s net income, cash flows or shareholder’s equity.

3. Acquisition of Businesses

PolySwitch

On March 25, 2016, the company acquired 100% of the circuit protection business (“PolySwitch”) of TE Connectivity Ltd. for $350.0 million, subject to certain post-closing adjustments. At April 2, 2016, $70.0 million of the purchase price remained payable subject to certain Chinese regulatory approvals. The company expects to receive these approvals and pay the additional consideration during its fiscal 2016 second quarter. The PolySwitch business, which is split between the Automotive and Electronics segments, has a leading position in polymer based resettable circuit protection devices, with a strong global presence in the automotive, battery, industrial, communications and mobile computing markets. PolySwitch has operations in Menlo Park, California and manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan. The acquisition allows the company to strengthen its global circuit protection product portfolio, as well as strengthen its presence in the automotive electronics and battery end markets. The acquisition also significantly increases the company’s presence in Japan. The company funded the acquisition with available cash and proceeds from a new credit facility .

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

3. Acquisition of Businesses, continued

The following table represents the preliminary allocation of the total consideration to assets acquired and liabilities assumed in the acquisition of PolySwitch based on the Company’s preliminary estimate of their respective fair values at the acquisition date (in thousands):

Total purchase consideration:
Cash	$	280,000
Consideration payable upon certain Chinese regulatory approvals		70,000
Total purchase consideration	$	350,000
Preliminary allocation of consideration to assets acquired and liabilities assumed:
Cash	$	16,958
Current assets, net		56,992
Property, plant and equipment		63,903
Patented and unpatented technologies		56,137
Customer relationships		53,194
Goodwill		120,208
Other long-term assets		19,555
Current liabilities		(35,291	)
Other non-current liabilities		(1,656	)
	$	350,000

All PolySwitch goodwill and other assets and liabilities were recorded in the Automotive and Electronics segments and reflected both the Asia-Pacific and Europe geographical areas. The customer relationships are anticipated to be amortized over 15 years. The patented and unpatented technologies are anticipated to be amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining PolySwitch products with the company’s existing automotive and electronics product portfolio. A portion of the goodwill for the above acquisition is expected to be deductible for tax purposes.

As required by purchase accounting rules, the company recorded a $8.0 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is anticipated to be amortized during the second quarter of 2016, as a portion of this inventory is sold and charged to cost of goods sold as a non-cash charge for this step-up.

The company incurred legal, professional and other costs related to this acquisition aggregating approximately $5.9 million for the three months ended April 2, 2016. These costs were recognized as selling and administrative expenses and reflected as other non-segment costs.

Sigmar S.r.l

On October 1, 2015, the company acquired 100% of Sigmar S.r.l. (“Sigmar”). The total purchase price for Sigmar was $6.2 million, net of cash acquired and including additional consideration of $1.1 million paid in the first quarter of 2016 relating to certain working capital related adjustments and an earn-out clause payment. The purchase price remains subject to an inventory related post-closing adjustment and additional payments of up to $0.4 million, subject to the achievement of certain milestones.

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

3. Acquisition of Businesses, continued

Located in Ozegna, Italy, Sigmar is a leading global manufacturer of water-in-fuel and selective catalytic reduction (SCR) quality sensors, as well as diesel fuel heaters, solenoid valves and rotating oil filters for automotive and commercial vehicle applications. The acquisition further expanded the company’s automotive sensor product line offerings within its Automotive segment. The company funded the acquisition with available cash.

The following table sets forth the preliminary purchase price allocation for Sigmar acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair values:

Sigmar preliminary purchase price allocation (in thousands):
Cash	$	230
Current assets, net		4,011
Property, plant and equipment		1,097
Goodwill		2,271
Patents		2,845
Current liabilities		(1,478	)
Other non-current liabilities		(2,568	)
	$	6,408

All Sigmar goodwill and other assets and liabilities were recorded in the Automotive segment and reflected in the Europe geographical area. The patents are being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining Sigmar’s products with the company’s existing automotive product offerings. Goodwill for the above acquisition is not expected to be deductible for tax purposes.

Pro Forma Results

The following table summarizes, on a pro forma basis, the combined results of operations of the company and PolySwitch as though the acquisition had occurred as of December 28, 2014. The company has not provided Pro forma results of operations for Sigmar as these results were not material to the company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the PolySwitch acquisition occurred as of December 28, 2014 or of future consolidated operating results .

	For the Three Months Ended
(in thousands, except per share amounts)	April 2, 2016		March 28, 2015
Net sales	$	253,608	$	256,133
Income before income taxes		31,432		22,420
Net income		24,424		18,560
Net income per share — basic		1.09		0.82
Net income per share — diluted		1.08		0.81

Pro forma results presented above primarily reflect: (1) incremental depreciation relating to fair value adjustments to property, plant and equipment; (2) amortization adjustments relating to fair value estimates of intangible assets; (3) incremental interest expense on assumed indebtedness; and (4) additional cost of goods sold relating to the capitalization of gross profit which will be recognized during the company’s quarter ended July 2, 2016 as part of purchase accounting recognized for purposes of the pro forma as if it was recognized during the company’s first quarter of 2015. Pro forma adjustments described above have been tax affected using the company's effective rate during the respective periods.

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

3. Acquisition of Businesses, continued

The historical PolySwitch results for the three months ended April 2, 2016 and March 28, 2015 do not include a provision for income taxes. Income tax expense for the historical PolySwitch business was only provided at the end of the business’s fiscal year ended September 25, 2015.

4. Inventories

The components of inventories at April 2, 2016 and January 2, 2016 are as follows (in thousands):

	April 2, 2016		January 2, 2016
Raw material	$	36,772	$	33,599
Work in process		26,201		16,479
Finished goods		70,189		48,551
Total inventories	$	133,162	$	98,629

5. Investments

The company’s investments represent shares of Polytronics Technology Corporation Ltd. (“Polytronics”), a Taiwanese company , and shares of Monolith Semiconductor, Inc. (“Monolith”), a Texas-based start-up company.

Polytronics

The Polytronics investment was acquired as part of the Littelfuse GmbH acquisition. The fair value of the Polytronics investment was €9.6 million (approximately $10.9 million) at April 2, 2016 and €10.7 million (approximately $11.7 million) at January 2, 2016. Included in 2016 other comprehensive income is an unrealized loss of $1.3 million, due to the decrease in fair market value of the Polytronics investment. The remaining movement was due to the impact of changes in exchange rates.

Monolith

In December, 2015, the company invested $3.5 million in the preferred stock of Monolith, a U.S. start-up company developing silicon carbide technology, which represents approximately 12% of the common stock of Monolith on an as-converted basis. The company accounts for its investment in Monolith under the cost method. The value of the Monolith investment was $3.5 million at April 2, 2016 and January 2, 2016.

6. Debt

The carrying amounts of debt at April 2, 2016 and January 2, 2016 are as follows (in thousands):

	April 2, 2016			January 2, 2016
Revolving credit facility	$	244,500		$	77,000
Term loan		125,000			85,000
Entrusted loan		9,536			9,474
Unamortized debt issuance costs		(1,673	)		(721	)
Total debt		377,363			170,753
Less: Current maturities		6,250			87,000
Total long-term debt	$	371,113		$	83,753

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

6. Debt, continued

Revolving Credit F acility / Term Loan

On March 4, 2016, the company entered into a new credit agreement with Bank of America, as agent, for up to $700.0 million which consists of an unsecured revolving credit facility of $575.0 million and an unsecured term loan credit facility of up to $125.0 million. The new credit agreement is for a five year period. The new credit agreement replaced the company’s previous credit agreement dated May 31, 2013, which was terminated on March 4, 2016. As of April 2, 2016, the company had available $330.4 million of borrowing capacity under the revolving credit facility at an interest rate of LIBOR plus 1.5% (1.94% as of April 2, 2016). At April 2, 2016, the company was in compliance with all covenants under the revolving credit facility.

Entrusted Loan

During 2014, the company entered into an entrusted loan arrangement (“Entrusted Loan”) of RMB 110.0 million (approximately $17.9 million at that time) between two of its China legal entities, Littelfuse Semiconductor (Wuxi) Company (the “ Lender ”) and Suzhou Littelfuse OVS Ltd. (the “ Borrower ”), utilizing Bank of America, N.A., Shanghai Branch as agent. Direct borrowing and lending between two commonly owned commercial entities was strictly forbidden at the time under China’s regulations requiring the use of a third party agent to enable loans between Chinese legal entities. As a result, the Entrusted Loan is reflected as both a long-term asset and long-term debt on the company’s Consolidated Balance Sheets and is reflected in the investing and financing activities in its Consolidated Statements of Cash Flows. Interest expense and interest income will be recorded between the lender and borrower with no net impact on the company’s Consolidated Statements of Income since the amounts will be offsetting. The loan interest rate per annum is 5.25%. The Entrusted Loan is used to finance the operation and working capital needs of the borrower and matures in November 2019. The balance of the Entrusted Loan was RMB 61.5 million (approximately $9.5 million) at April 2, 2016.

Debt Issuance Costs

The company incurred debt issuance costs of $1.7 million in relation to the new credit agreement which will be amortized over the life of the new credit agreement.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The company adopted this guidance in the current quarter, on a retrospective basis, and has reclassified the unamortized debt issuance costs into long-term debt as shown in the table above.

7. Fair Value of Assets and Liabilities

In determining fair value, the company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.

Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2—Valuations 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

Notes to CONDENSED ConsolidateD Financial Statements (Unaudited)

7. Fair Value of Assets and Liabilities, continued

Level 3—Valuations 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.

Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.

Investments

The company holds an investment in the equity securities of Polytronics as described in Note 5. Equity securities listed on a national market or exchange are valued at the last sales price. Such securities are classified within Level 1 of the valuation hierarchy. The company also holds an investment in Monolith as described in Note 5 for which the value of the $3.5 million represents the cost of the investment.

There were no changes during the quarter ended April 2, 2016 to the company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of April 2, 2016 and January 2, 2016 the company held no non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of April 2, 2016 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Investment in Polytronics	$	10,927	$	—	$	—	$	10,927
Total	$	10,927	$	—	$	—	$	10,927

The following table presents assets measured at fair value by classification within the fair value hierarchy as of January 2, 2016 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Investment in Polytronics	$	11,697	$	—	$	—	$	11,697
Total	$	11,697	$	—	$	—	$	11,697

The company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and debt. The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and debt approximate their fair values. The company’s debt fair value approximates book value at April 2, 2016 and January 2, 2016, respectively, as the variable interest rates fluctuate along with market interest rates.

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

8. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share of April 2, 2016 and March 28, 2015 (in thousands, except per share amounts).

	For the Three Months Ended
	April 2, 2016		March 28, 2015

Net income	$	19,289	$	19,995

Average shares outstanding - Basic		22,438		22,600

Net effect of dilutive stock options and restricted share units		183		181

Average shares - Diluted		22,621		22,781

Net income per share:
Basic	$	0.86	$	0.88
Diluted	$	0.85	$	0.88

Potential shares of common stock relating to stock options excluded from the earnings per share calculation because their effect would be anti-dilutive were 21,888 and 64,520 for the three months ended April 2, 2016 and March 28 , 2015 , respectively.

9. Income Taxes

The effective tax rate for the first quarter of 2016 was 28.8% compared to an effective tax rate of 24.3% in the first quarter of 2015. The effective tax rates for both 2016 and 2015 are lower than the U.S. statutory tax rate primarily due to the result of more income earned in lower tax jurisdictions.

10. Pensions

The components of net periodic benefit cost for the three months ended April 2, 2016, compared with the three months ended March 28, 2015, were (in thousands):

	U.S. Plans					Foreign Plans
	Three Months Ended					Three Months Ended
	April 2, 2016*		March 28, 2015			April 2, 2016			March 28 2015
Service cost	$	—	$	250		$	332		$	315
Interest cost		—		1,031			497			513
Expected return on plan assets		—		(916	)		(520	)		(600	)
Amortization of net loss		—		290			73			61
Total cost of the plan				655						289
Expected plan participants’ contribution		—		—			—			—
Net periodic benefit cost	$	—	$	655		$	382		$	289

* The U.S. pension plan was terminated effective July 30, 2014 and, following receipt of a favorable Letter of Determination from the IRS (dated April14, 2015), all liabilities of the plan were settled during the third quarter of fiscal 2015.

The expected rate of return assumption on domestic pension assets was 3.90% in 2015. The expected return on foreign pension assets is 4.95% and 5.39% in 2016 and 2015, respectively.

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

11. Segment and Geographic Information

The company and its subsidiaries design, manufacture and sell circuit protection devices throughout the world. The company reports its operations by the following segments: Electronics, Automotive, and Industrial. Each operating segment is directly responsible for sales, marketing and research and development. Manufacturing, purchasing, logistics, customer service, finance, information technology and human resources are shared functions that are allocated back to the three operating segments. The CEO allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

Sales, marketing and research and development expenses are charged directly into each operating segment. All other functions are shared by the operating segments and expenses for these shared functions are allocated to the operating segments and included in the operating results reported below. The company does not report inter-segment revenue because the operating segments do not record it. The company does not allocate interest and other income, interest expense, or taxes to operating segments. Although the CEO uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. Except as discussed above, the accounting policies for segment reporting are the same as for the company as a whole.

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the company’s President and Chief Executive Officer (“CEO”).

Segment information for the three months ended April 2, 2016 and March 28, 2015 are summarized as follows (in thousands):

	April 2, 2016			March 28, 2015
Net sales
Electronics	$	98,796		$	99,380
Automotive		91,933			84,071
Industrial		28,669			26,862
Total net sales	$	219,398		$	210,313

Depreciation and amortization
Electronics	$	5,372		$	5,798
Automotive		3,266			3,336
Industrial		1,451			1,284
Other ⁽¹⁾		937			—
Total depreciation and amortization	$	11,026		$	10,418

Operating income
Electronics	$	22,416		$	18,665
Automotive		17,491			11,171
Industrial		1,673			2,730
Other ⁽²⁾		(9,152	)		(3,018	)
Total operating income		32,428			29,548
Interest expense		2,045			1,151
Foreign exchange loss		3,823			3,117
Other (income) expense, net		(517	)		(1,126	)
Income before income taxes	$	27,077		$	26,406

(1) Consists of intangible impairments. (See Note 13).

(2) Consists of internal resorganization costs ($1.4 million), acquisition related expenses ($6.2 million) and impairment and severance costs related to the planned shut-down of the company’s Roskilde, Denmark operations ($1.6 million) (see Note 13).

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

11. Segment and Geographic Information, continued

The company’s significant net sales by country for the three months ended April 2, 2016 and March 28, 2015 are summarized as follows (in thousands):

	Net sales ^(a)
	April 2, 2016		March 28, 2015

United States	$	85,149	$	83,373
China		48,509		44,429
Other countries		85,740		82,511
Total	$	219,398	$	210,313

(a) Sales by country represent sales to customer or distributor locations.

The company’s significant long-lived assets and additions to long-lived assets by country as of April 2, 2016 and January 2, 2016 are summarized as follows (in thousands):

	Long-lived assets ^(b)
	April 2, 2016		January 2, 2016

United States	$	24,906	$	23,965
China		78,840		37,241
Canada		11,069		10,488
Other countries		115,050		90,874
Total	$	229,865	$	162,568

(b) Long-lived assets consists of net property, plant and equipment.

11. Segment and Geographic Information, continued

	Additions to long-lived assets
	April 2, 2016		March 28, 2015

United States	$	1,618	$	3,187
China		1,046		667
Canada		69		538
Other countries		6,406		7,887
Total	$	9,139	$	12,279

12. Accumulated Other Comprehensive Income (Loss) (AOCI)

The following table sets forth the changes in the components of AOCI by component (in thousands):

AOCI component	Balance at January 2, 2016			Other comprehensive income (loss) activity			Reclassification adjustment for expense included in net income		Balance at April 2, 2016

Pension and postemployment liability and reclassification adjustments ^(a)	$	(8,722	)	$	92		$	73	$	(8,557	)
Unrealized gain on investments ^(b)		11,584			(1,234	)		—		10,350
Foreign currency translation adjustment		(48,533	)		11,755			—		(36,778	)
AOCI (loss) income	$	(45,671	)	$	10,613		$	73	$	(34,985	)

(a) Balances are net of tax of $649 and $661 for 2016 and 2015, respectively.

(b) Balances are net of tax of $0 and $0 for 2016 and 2015, respectively.

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

13. Product Line Sale

During the first quarter of 2016, the company sold its tangible and intangible assets relating to a marine product line. In connection with this sale, the company recorded asset charges of $1.4 million within Cost of sales ($0.4 million), Selling, general and administrative expenses (less than $0.1 million), Research and development expenses (less than $0.1 million) and Amortization of intangibles ($0.9) million. These charges were recognized as an “other” charge for segment reporting purposes.

14 ) Subsequent Event

On April 4, 2016, the company completed the acquisition of Menber’s S.p.A. (“Menber’s”) headquartered in Legnago, Italy. The purchase price of €16.7 million ($19.0 million) is subject to a working capital adjustment and was financed through a mixture of cash on hand and borrowings under the company's credit facility. The acquired business, which will be part of the company's Automotive segment, specializes in the design, manufacturing and selling of manual and electrical battery switches and trailer connectors for commercial vehicles. Menber’s had sales of approximately $23.0 million in 2015.

The initial accounting for the acquisition is not complete pending detailed analyses of the facts and circumstances that existed as of the acquisition date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Littelfuse Overview

Littelfuse, Inc. and its subsidiaries (the “company” or “Littelfuse”) is the worldwide leader in circuit protection offering the industry's broadest and deepest portfolio of circuit protection products and solutions. The company’s devices protect products in virtually every market that uses electrical energy, from consumer electronics to automobiles to industrial equipment. The company’s worldwide revenue in 2015 was $867.9 million and net earnings were $82.5 million. The company conducts its business through three reportable segments, which are defined by markets and consist of Electronics, Automotive, and Industrial. The company’s customer base includes original equipment manufacturers, tier one automotive suppliers and distributors.

In addition to protecting and growing its core circuit protection business, Littelfuse has been expanding its portfolio in power control and sensing technologies. These platforms , combined with the company’s strong balance sheet and operating cash flow, provide opportunities for increased organic and acquisition growth. In 2012, the company set a five-year strategic plan to grow annual sales at 15% per year; 5% organically and 10% through acquisitions.

To maximize shareholder value, the company’s primary strategic goals are to:

●

Grow organically faster than its markets;

●

Double the pace of acquisitions;

●

Sustain high-teens operating margins;

●

Improve return on investment; and

●

Return excess cash to shareholders.

The company serves markets that are directly impacted by global economic trends with significant exposures to the consumer electronics, automotive, industrial and mining end markets. The company’s results will be impacted positively or negatively by changes in these end markets.

Electronics Segment

The Electronics segment sells passive and semiconductor components and modules as well as sensors primarily into the global consumer electronics, general industrial and telecommunications markets. The core electronics markets are characterized by significant Asia-Pacific competition and price erosion. As a result the company is focusing additional efforts on higher growth, less price sensitive niche markets (such as LED lighting) and higher-power industrial applications. The PolySwitch business acquisition in 2016 will expand the company’s product offering used in a wide variety of electronic products and utilize the same distribution channels as the company’s core electronics products.

Automotive Segment

The Automotive segment is comprised of passenger vehicle circuit protection, commercial vehicle products and sensors. The primary growth drivers for these businesses are increasing global demand for passenger and commercial vehicles and increasing content per vehicle for both circuit protection and sensing products. The move away from internal combustion engines to hybrid and electric drive systems that require more circuit protection continues to be an additional growth driver. The PolySwitch business acquisition in 2016 will add to the company’s strong global presence in the automotive market.

Industrial Segment

The Industrial segment derives its revenues from power fuses, protection relays and custom products selling primarily into the industrial, mining, solar and oil and gas markets. Protection relay sales have declined due to the general slowdown in the global mining and oil and gas markets. Custom products sales, after declining over the past two years due to end market softness in the potash market, have begun to grow with the company’s diversification into e-houses used in the heavy industrial and utility markets.

The following table is a summary of the company’s net sales by business unit and geography:

Net Sales by Business Unit and Geography (in thousands, unaudited)

	First Quarter
	2016		2015		% Change
Business Unit
Electronics	$	98,796	$	99,380		(1%	)
Automotive		91,933		84,071		9	%
Industrial		28,669		26,862		7	%

Total	$	219,398	$	210,313		4	%

	First Quarter
	2016		2015		% Change
Geography ^(a)
Americas	$	99,823	$	97,054		3	%
Europe		42,813		38,968		10	%
Asia-Pacific		76,762		74,291		3	%

Total	$	219,398	$	210,313		4	%

(a) Sales by geography represent sales to customer or distributor locations.

Results of Operations – First Quarter, 2016 compared to 2015

The following table summarizes the company’s consolidated results of operations for the periods presented. During the first quarter of 2016, there were approximately $9.2 million of additional special charges. These included $6.2 million of acquisition-related costs primarily related to legal and integration costs associated with the company’s acquisition of the PolySwitch business, $1.6 million in impairment charges related to the closure of the company’s manufacturing facility in Denmark, $1.0 million related to the company’s transfer of its reed sensor manufacturing operations from the U.S. and China to the Philippines and $0.4 million related to internal legal restructuring costs.

(In thousands, unaudited)	First Quarter
	2016			2015			% Change
Sales	$	219,398		$	210,313			4	%
Gross Profit		87,155			76,330			14	%
Operating expense		54,727			46,782			17	%
Operating income		32,428			29,548			10	%
Other (income) expense, net		(517	)		(1,126	)		(54%	)
Income before income taxes		27,077			26,406			3	%
Net income	$	19,289		$	19,995			(4%	)

Net sales increased $9.1 million or 4% to $219.4 million in the first quarter of 2016 compared to $210.3 million in the first quarter of 2015 due primarily to strong organic growth in the Automotive and Industrial segments. Electronics sales were essentially flat with the first quarter of 2015. The company also experienced $3.5 million in unfavorable foreign currency effects in the first quarter of 2016 as compared to the first quarter of 2015. The unfavorable foreign currency impact primarily resulted from sales denominated in the euro. Excluding currency effects, net sales increased $12.6 million or 6% year-over-year.

Electronics sales decreased $0.6 million or 1% to $98.8 million in the first quarter of 2016 compared to $99.4 million in the first quarter of 2015 primarily reflecting unfavorable currency effects in the current year quarter, partially offset by growth in sensor products. The Electronics segment experienced $1.2 million in unfavorable currency effects in the first quarter of 2016 primarily from sales denominated in euro and Chinese yuan. Excluding currency effects, net sales increased $0.6 million or 1% year-over-year.

Automotive sales increased $7.8 million or 9% to $91.9 million in the first quarter of 2016 compared to $84.1 million in the first quarter of 2015 due primarily to strong organic growth for sensors. The Automotive segment experienced $1.7 million in unfavorable currency effects in the first quarter of 2016 primarily due to sales denominated in euros and Chinese yuan. Excluding currency effects, net sales increased $9.5 million or 11% year-over-year.

Industrial sales increased $1.8 million or 7% to $28.7 million in the first quarter of 2016 compared to $26.9 million in the first quarter of 2015 as higher custom and fuse sales were partially offset by weaker relay sales. The Industrial segment experienced $0.6 million in unfavorable currency effects in the first quarter of 2016 primarily from sales denominated in Canadian dollars. Excluding currency effects, net sales increased $2.4 million or 9% year-over-year.

On a geographic basis, sales in the Americas increased $2.8 million or 3% to $99.8 million in the first quarter of 2016 compared to $97.1 million in the first quarter of 2015 due primarily to strong organic growth in Industrial segment sales offset by lower Electronics segment sales and $0.6 million in unfavorable currency effects from sales denominated in Canadian dollars. Excluding currency effects, the Americas sales increased $3.3 million or 3%.

Europe sales increased $3.8 million or 10% to $42.8 million in the first quarter of 2016 compared to $39.0 million in the first quarter of 2015 primarily due to strong sales of automotive products offset by $1.3 million in unfavorable currency effects primarily from sales denominated in euro. Excluding currency effects, Europe sales increased $5.2 million or 13%.

Asia-Pacific sales increased $2.5 million or 3% to $76.8 million in the first quarter of 2016 compared to $74.3 million in the first quarter of 2015 due to strong demand for automotive products offset by unfavorable currency effects of $1.6 million. Excluding currency effects, Asia-Pacific sales increased $4.1 million or 5% year-over-year.

Gross profit was $87.2 million or 40% of net sales for the first quarter of 2016 compared to $76.3 million or 36% of net sales in the same quarter last year. Gross profit for 2016 includes $1.0 million related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines and $0.4 million related to internal legal restructuring costs. Gross profit for 2015 included $1.0 million related to the reed switch production transfer. Excluding the impact of these charges, gross profit was $88.5 million or 40% of net sales for the first quarter of 2016 compared to $77.3 million or 37% of net sales in the first quarter of 2015. The increase in gross profit margin compared to the prior year was primarily attributable to increased sales of higher margin products in 2016.

Total operating expense was $54.7 million or 25% of net sales for the first quarter of 2016 compared to $46.8 million or 22% of net sales for the same quarter in 2015. Operating expense in 2016 included $7.8 million of charges primarily related to acquisition costs associated with the company’s acquisition of PolySwitch. Operating expense in 2015 included $2.0 million related to internal legal restructuring costs and costs related to the wind-up of the U.S. pension plan. Excluding these charges, total operating expense was $47.0 million or 21% of net sales for 2016 compared to $44.8 million or 21% of net sales in 2015.

Operating income for the first quarter of 2016 was approximately $32.4 million compared to operating income of $29.5 million for the same quarter in 2015. Excluding the impact of special charges as described above, operating income was $41.6 million for the first quarter of 2016 as compared to $32.6 million for the first quarter of 2015. The improvement in operating income is primarily attributable to higher margin sales as discussed above.

Interest expense was $2.0 million in the first quarter of 2016 as compared to $1.2 million in the first quarter of 2015, primarily reflecting comparative borrowings, facility fees and financing fee amortization between the two periods.

Foreign exchange loss (gain), reflecting net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide, was approximately $3.8 million of expense for the first quarter of 2016 and $3.1 million of expense for the first quarter of 2015 and primarily reflects fluctuations in the euro and Philippine peso against the U.S. dollar.

Other (income) expense, net, consisting of interest income, royalties and non-operating income items was approximately $0.5 million of income for first quarter of 2016 and $1.1 million for the first quarter of 2015.

Income before income taxes was $27.1 million for the first quarter of 2016 compared to $26.4 million for the first quarter of 2015. Income tax expense was $7.8 million with an effective tax rate of 28.8% for the first quarter of 2016 compared to income tax expense of $6.4 million with an effective tax rate of 24.3% in the first quarter of 2015. The effective tax rates for both the first quarter of 2016 and 2015 are lower than the U.S. statutory tax rate primarily due to more income earned in lower tax jurisdictions.

Net income for the first quarter of 2016 was $19.3 million or $0.85 per diluted share compared to net income of $20.0 million or $0.88 per diluted share for the same quarter of 2015.

Liquidity and Capital Resources

As of April 2, 2016, $260.5 million of the $272.9 million of the company’s cash and cash equivalents was held by foreign subsidiaries. Of the $260.5 million held by foreign subsidiaries, approximately $28.0 million could be repatriated with minimal tax consequences. The company expects to maintain its foreign cash balances (other than the aforementioned $28.0 million) for local operating requirements, to provide funds for future capital expenditures and for potential acquisitions. The company does not expect to repatriate these funds to the U.S.

The company historically has financed capital expenditures through cash flows from operations. Management expects that cash flows from operations and available lines of credit will be sufficient to support both the company’s operations and its debt obligations for the foreseeable future.

Revolving Credit Facility/Term Loan

On March 4, 2016, the company entered into a new credit agreement with Bank of America, as agent, for up to $700.0 million which consists of an unsecured revolving credit facility of $575.0 million and an unsecured term loan credit facility of up to $125.0 million. The new credit agreement is for a five year period. The new credit agreement replaced the company’s previous credit agreement dated May 31, 2013, which was terminated on March 4, 2016. As of April 2, 2016, the company had available $330.4 million of borrowing capacity under the revolving credit agreement at an interest rate of LIBOR plus 1.5% (1.94% as of April 2, 2016).

The company incurred debt issuance costs of $1.7 million which will be amortized over the life of the existing credit agreement.

This arrangement contains covenants that, among other matters, impose limitations on the incurrence of additional indebtedness, future mergers, sales of assets, payment of dividends, and changes in control, as defined in the agreement. In addition, the company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At April 2, 2016, the company was in compliance with all covenants under the revolving credit facility.

The company also had $0.1 million outstanding in letters of credit at April 2, 2016. No amounts were drawn under these letters of credit at April 2, 2016.

Entrusted Loan

During the fourth quarter of 2014, the company entered into an entrusted loan arrangement (“Entrusted Loan”) of RMB 110.0 million (approximately $17.9 million at that time) between two of its China legal entities, Littelfuse Semiconductor (Wuxi) Company (the “ Lender ”) and Suzhou Littelfuse OVS Ltd. (the “ Borrower ”), utilizing Bank of America, N.A., Shanghai Branch as agent. Direct borrowing and lending between two commonly owned commercial entities was strictly forbidden at the time under China’s regulations requiring the use of a third party agent to enable loans between Chinese legal entities. As a result, the Entrusted Loan is reflected as both a long-term asset and long-term debt on the company’s Consolidated Balance Sheets and is reflected in the investing and financing activities in its Consolidated Statements of Cash Flows. Interest expense and interest income will be recorded between the lender and borrower with no net impact on the company’s Consolidated Statements of Net Income since the amounts will be offsetting. The loan interest rate per annum is 5.25%. The Entrusted Loan is used to finance the operation and working capital needs of the borrower and matures in November 2019. The balance of the Entrusted Loan was RMB 61.5 million (approximately $9.5 million) at April 2, 2016.

Cash Flow

The company started 2016 with $328.8 million of cash and cash equivalents. Net cash provided by operating activities was approximately $9.5 million for the first three months of 2016 reflecting $19.3 million in net income and $13.9 million in non-cash adjustments (primarily $11.0 million in depreciation and amortization) offset by $23.7 million in net changes to various operating assets and liabilities.

Changes in operating assets and liabilities for the first three months of 2016 (including short-term and long-term items) that impacted cash flows negatively consisted of increases in accounts receivable ($10.4 million), inventory ($3.5 million), prepaid and other assets ($6.3 million), accrued payroll and severance ($9.4 million) and accrued and deferred taxes ($5.3 million). The increase in accounts receivable was due to increased sales in the first quarter. The decrease in accrued payroll and severance was due primarily to payouts for the 2015 management incentive plan which occurred in the first quarter. Other changes having a positive impact on cash flows were increases in accounts payable ($3.7 million) and accrued expenses ($7.4 million).

Net cash used in investing activities was approximately $273.2 million and primarily related to the acquisition of the PolySwitch business ($263.0 million) and capital expenditures ($9.1 million).

Net cash provided by financing activities was approximately $203.7 million and included $207.5 million in net proceeds on borrowings offset by dividends paid of $6.5 million and debt issuance costs related to the new credit agreement of $1.7 million , partially offset by $4.4 million from the exercise of stock options including tax benefits. The effects of exchange rate changes increased cash and cash equivalents by approximately $4.1 million. The net cash provided by operating activities combined with the effects of exchange rate changes less net cash used in investing and financing activities resulted in a $55.9 million decrease in cash, which left the company with a cash and cash equivalents balance of $272.9 million at April 2, 2016.

The ratio of current assets to current liabilities was 2.6 to 1 at the end of the first quarter of 2016 compared to 2.8 to 1 at year-end 2015 and 3.0 to 1 at the end of the first quarter of 2015. Days sales outstanding in accounts receivable was approximately 65 days at the end of the first quarter of 2016 compared to 59 days at the end of the first quarter of 2015 and 59 days at year-end 2015. Days inventory outstanding was approximately 71 days at the end of the first quarter of 2016 compared to 65 days at the year-end 2015 and 65 days at end of the first quarter of 2015.

Outlook

Net sales for the company’s core business (legacy businesses and the recent member’s acquisition) in the second quarter of 2016 are expected to be in the range of $230 million to $240 million. The midpoint of this range represents 5% growth over the prior year quarter. In addition, revenue from the PolySwitch business is expected to be in the range of $35 million to $37 million for the second quarter of 2016. The total company 2016 second quarter Net sales is expected in the range of $265 million to $277 million.

The company believes it can grow 2016 revenue in its core business (excluding PolySwitch) in the low to mid single digits versus 2015. The company expects revenue of approximately $40 million per quarter in the second half of 2016 for its PolySwitch business.

Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”).

The statements in this section and the other sections of this report that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of the PSLRA. These statements may involve risks and uncertainties, including, but not limited to, risks relating to product demand and market acceptance, economic conditions, the impact of competitive products and pricing, product quality problems or product recalls, capacity and supply difficulties or constraints, coal mining exposures reserves, failure of an indemnification for environmental liability, exchange rate fluctuations, commodity price fluctuations, the effect of the company’s accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, integration of acquisitions and other risks which may be detailed in the company’s other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This report should be read in conjunction with information provided in the financial statements appearing in the company’s Annual Report on Form 10-K for the year ended January 2, 2016. For a further discussion of the risk factors of the company, please see Item 1A. “ Risk Factors ” to the company’s Annual Report on Form 10-K for the year ended January 2, 2016.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The company is exposed to market risk from changes in interest rates, foreign exchange rates and commodity prices.

Interest Rates

The company had $369.5 million in debt outstanding at April 2, 2016 related to the unsecured revolving credit facility and term loan. While 100% of this debt has variable interest rates, the company’s interest expense is not materially sensitive to changes in interest rate levels since debt levels and potential interest expense increases are insignificant relative to earnings.

Foreign Exchange Rates

The majority of the company’s operations consist of manufacturing and sales activities in foreign countries. The company has manufacturing facilities in the U.S., Mexico, Canada, China, Italy, Lithuania and the Philippines. During the first three months of 2016, sales to customers outside the U.S. were approximately 61% of total net sales. Substantially all sales in Europe are denominated in euros and substantially all sales in the Asia-Pacific region are denominated in U.S. dollars, Japanese yen, Korean won, Chinese yuan or Taiwanese dollars.

The company’s foreign exchange exposures result primarily from sale of products in foreign currencies, foreign currency denominated purchases, inter-company loans, employee-related and other costs of running operations in foreign countries and translation of balance sheet accounts denominated in foreign currencies. The company’s most significant net long exposure is to the euro. The company’s most significant net short exposures are to the Chinese yuan, Mexican peso and Philippine peso. Changes in foreign exchange rates could affect the company’s sales, costs, balance sheet values and earnings. The company uses netting and offsetting intercompany account management techniques to reduce known foreign currency exposures where possible. From time to time, the company has utilized derivative instruments to hedge certain foreign currency exposures.

Commodity Prices

The company uses various metals in the manufacturing of its products, including copper, zinc, tin, gold and silver. Prices of these commodities can and do fluctuate significantly, which can impact the company’s earnings. The most significant of these exposures is to copper, zinc, silver and gold where at current prices and volumes, a 10% price change would affect annual pre-tax profit by approximately $1.9 million for copper, $0.6 million for zinc, $0.5 million for silver and $0.2 million for gold. From time to time, the company has utilized derivative instruments to hedge certain commodity exposures.

Item 4. Controls and Procedures.

As of April 2, 2016, the Chief Executive Officer and Chief Financial Officer of the company evaluated the effectiveness of the disclosure controls and procedures of the company and concluded that these disclosure controls and procedures are effective to ensure that material information relating to the company and its consolidated subsidiaries has been made known to them by the employees of the company and its consolidated subsidiaries during the period preceding the filing of this Quarterly Report on Form 10-Q and that such information is accurately recorded, processed, summarized and reported within the time periods specified in SEC rules. There were no significant changes in the company’s internal controls during the period covered by this Report that could materially affect these controls or could reasonably be expected to materially affect the company’s internal control reporting, disclosures and procedures subsequent to the last day they were evaluated by the company’s Chief Executive Officer and Chief Financial Officer. In March, 2016, the company completed the acquisition of PolySwitch. The company is in the process of transferring the accounting for PolySwitch and integrating PolySwitch into the company's existing internal control environment.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

A detailed description of risks that could have a negative impact on our business, revenues and performance results can be found under the caption “Risk Factors” in our most recent Form 10-K, filed with the SEC on March 1, 2016. There have been no material changes from risk factors previously disclosed in our Annual Report on Form 10-K for the year ended January 2, 2016 in response to Item 1A to Part 1 of Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the company’s common stock under a program for the period May 1, 2016 to April 30, 2017. The company did not repurchase any shares of its common stock during the first quarter of fiscal 2016. The company’s existing share repurchase authorization of 1,000,000 shares had 650,000 remaining in the program as of April 2, 2016 and expired on April 30, 2016.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit

Description

10.1 †

Change of Control Agreement, effective as of February 1, 2016, between Littelfuse, Inc. and Meenal Sethna (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 3, 2016).

10.2

Credit Agreement, dated March 4, 2016, among Littelfuse, Inc., certain subsidiaries of the company identified therein, as the Designated Borrowers, certain subsidiaries of the company identified therein, as the Guarantors, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BMO Harris Bank, N.A., PNC Bank, National Association and Wells Fargo, National Association, as Co-Documentation Agents, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as Sole Bookrunner and Joint Lead Arranger, and JPMorgan Chase Bank, N.A., as Joint Lead Arranger (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2016).

10.3* †

Form of Stock Option Award Agreement (Executive) under the Littelfuse, Inc. Long-Term Incentive Plan.

10.4* †

Form of Stock Option Award Agreement (Outside Director) under the Littelfuse, Inc. Long-Term Incentive Plan.

10.5* †

Form of Restricted Stock Unit Award Agreement (Executive) under the Littelfuse, Inc. Long-Term Incentive Plan.

10.6* †

Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc. Long-Term Incentive Plan.

10.7* †

Form of Restricted Stock Unit Award Agreement (Outside Director) under the Littelfuse, Inc. Long-Term Incentive Plan.

31.1*

Certification of Gordon Hunter, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Meenal A. Sethna, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

†	Indicates management contract or compensatory arrangement.
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended April 2, 2016, to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.

Date: May 6, 2016	By /s/ Meenal A. Sethna
	Meenal A. Sethna Executive Vice President and Chief Financial Officer (As duly authorized officer and as the principal financial and accounting officer)

Exhibit 10.3

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

(Executive)

Littelfuse, Inc. (“Littelfuse”) hereby grants you the option to purchase shares of Littelfuse common stock (the “Option”) through the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions as described herein.

Participant (“you”): {Name}

Date of Grant: April 22, 2016

Option Expiration Date: 7 years from Date of Grant

Number of Shares subject to Option: {No. Options}

Option Exercise Price (per Share): [$_____]

Type of Option: ____ Incentive Stock Option

X Nonqualified Stock Option

Vesting Schedule: You may only exercise your Option to purchase shares during the period beginning on the date you vest in your Option and continuing until your Option expires or is otherwise forfeited (subject to certain insider trading policy restrictions). The vesting and forfeiture provisions that apply to your Option are described in detail in Sections 11 and 18.6 of the Plan . In general, subject to certain accelerated vesting and forfeiture provisions, so long as you have not previously separated from service with Littelfuse and its affiliates, your Options will vest and become exercisable (in whole shares) as follows:

Vesting Date	Percentage of Options Vested
1 ^st anniversary of Date of Grant	33 1/3%
2 ^nd anniversary of Date of Grant	33 1/3%
3 ^rd anniversary of Date of Grant	33 1/3%

Effect of Separation from Service : If you separate from service with Littelfuse and its affiliates before a vesting date for any reason, you will forfeit the unvested portion of your Option and the vested portion of your Option will remain exercisable for 3 months following your separation (or your Option Expiration Date, if sooner), unless:

●

your separation is due to death or Disability, is without cause and within two years following a “Change in Control” (as defined in the Plan), or occurs without cause after you have both reached age 62 and completed 5 years of service with Littelfuse and its affiliates, in which case the unvested portion of your Option shall become immediately vested and your Option will remain exercisable as described in the Terms and Conditions, or

●	your separation is due to cause, in which case your entire Option will expire on your date of separation, regardless of its vesting.

Additional Terms : Your rights and duties and those of Littelfuse under your Award are governed by the provisions of this Award Agreement, and the attached Terms and Conditions and Plan document, both of which are incorporated into this Award Agreement by reference. If there is any discrepancy between these documents, the Plan document will always govern.

This Award is designated as a bonus that is in addition to your regular cash wages. No amount of common stock or income received by you pursuant to this Award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan or program of Littelfuse or its affiliates. It will not be included in calculating any employment-related benefits to which you may be entitled from your employing Littelfuse affiliate. Participation in the Plan is discretionary and voluntary, and the Plan can be terminated at any time. Vesting ceases as of your separation from service with Littelfuse and its affiliates. This Award does not create a right or entitlement to future awards, whether pursuant to the Plan or otherwise.

The governing law for purposes of resolving any issue relating to this Award or the Plan shall be United States federal law and, where appropriate, the laws of the State of Delaware. Any dispute regarding this Award or the Plan shall be resolved by a court of law in the City of Chicago, State of Illinois, United States.

WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS

By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse holding, processing, using, and transferring your personal data relating to this Award across country borders to the Littelfuse corporate headquarters in the United States, to the extent determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply with securities or other applicable laws. You acknowledge that transfers of your personal data may include providing your information to recordkeepers or third party administrators for the Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or prospective or future purchasers of Littelfuse (or its affiliates or the business for which you work). You further acknowledge that your personal information may include your name, address, tax identification number, work location, and information about your awards. You further acknowledge that you have received a copy of the Plan and that you understand your participation in the Plan is voluntary. You can revoke your consent to the transfer of your personal data, access or correct your data, or obtain a copy of the Littelfuse data processing policies or the Plan, by contacting our Global Director, Compensation & Benefits during normal U.S. business hours.

Questions: If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact our Global Director, Compensation & Benefits during normal U.S. business hours.

	LITTELFUSE, INC.

	/s/ Gordon Hunter

	Gordon Hunter Chairman, President and Chief Executive Officer

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION TERMS AND CONDITIONS

(Executive - 2016 Grant)

This document is intended to provide you some background on the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the nonqualified option to purchase shares of Littelfuse common stock (the “Option”) granted to you under the Plan. References in this document to “our,” “us,” “we,” and the “Corporation” are intended to refer to Littelfuse, Inc.

Background

1. How are award recipients chosen?

Under our current process, the Compensation Committee of our Board of Directors (the “Committee”) makes recommendations to the full Board regarding executive equity awards for their approval. Currently, the only employees who receive stock option grants are Littelfuse executives.

2. What is the value of my award?

The value of your Option to you is the difference between the “purchase price” (as described below in Question 7) and the market price for the shares of Littelfuse common stock covered by your Option.

Under current United States tax laws and the laws of most non-U.S. countries in which we operate, you will be taxed on the difference between the “purchase price” and the market price at the time you exercise your Option. We recommend that you consult your personal tax advisor to discuss your own potential tax consequences prior to exercising your Option.

Note that no amount of common stock or income received by you pursuant to this award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan of Littelfuse or its affiliates.

3. Who keeps track of my Option grant and vesting?

We have hired the financial services firm of Merrill Lynch to provide you with an on-line program to track the vesting, value and exercise of your Option, and related tax withholding, and to handle certain related stock transactions.

Terms and Conditions

4. When may I exercise my Option?

Since all of our executives are subject to the Littelfuse Inc. Insider Trading Policy, you will only be allowed to exercise the vested portion of your Option (or conduct any trading of Littelfuse common stock) during a period when the trading window is open and you obtain advance approval by our Chief Legal Officer (see the Littelfuse Inc. Insider Trading Policy for more details.)

During the period when the trading window is open and with proper advance approval, you can exercise all or a portion of your vested Option to purchase Littelfuse common stock.

If you separate from service because you become “Disabled” (as defined in the Plan) or die, for reasons other than cause within two years following a Change in Control, or for reasons other than cause after you have both reached age 62 and completed 5 years of service with Littelfuse and its affiliates (known as “eligible retirement”), the unvested portion of your Option will become immediately vested.

If your separation from service is due to cause, your entire Option will expire on your date of separation, regardless of its vesting. “Cause” shall have the same meaning as set forth in your Change of Control Agreement with Littelfuse or, if none, as determined by the Board.

In all other cases where you separate from service before your award becomes fully vested, you will forfeit the unvested portion of your Option.

The Committee may, in its sole discretion, choose to accelerate or extend the vesting of awards in special circumstances.

You can not exercise your Option after it expires, as described in Question 5 below.

5. When does my Option expire?

Your Option normally expires and is no longer exercisable on the 7 ^th anniversary of the date it was granted to you. Your Option may expire on an earlier date if you separate from service with Littelfuse and its affiliates as follows:

Reason for Separation	Expiration Date
Death	12 months after your date of death

Eligible retirement	7 ^th anniversary of grant date (no early expiration)

Cause (as determined by the Committee)	Date of separation

All other reasons, including Disability	3 months after your date of separation

The Committee may, in its sole discretion, extend the period in which an Option may be exercised in special circumstances, subject to the provisions of the Plan and to the extent permitted by applicable law.

6. How do I exercise my Option?

You may exercise all or any portion of your Option by delivering a written Pre-Clearance Request Form to our Chief Legal Officer, not more than 30 calendar days and not less than 10 calendar days prior to your desired exercise date. You can obtain the Pre-Clearance Request Form from the office of our Chief Legal Officer.

You must then contact Merrill Lynch at 1-847-564-7221 or 1-847-564-7230 to actually exercise your Option and/or conduct any trading of Littelfuse common stock. Merrill Lynch will provide you with further instructions.

7. What is the exercise price of the stock that I may purchase under my Option?

The exercise price (the “purchase price”) that you must pay for each share of common stock that you elect to purchase pursuant to your Option is the closing price for the common stock on your date of grant. This price is set forth on your Award Agreement.

As a general rule, you must pay the exercise price by delivering irrevocable instructions to Merrill Lynch, as your broker, to sell enough shares to pay to us the exercise price and applicable tax withholding resulting from the exercise of your Option, and to pay to Merrill Lynch any related broker’s fees (called a “cashless exercise”). In some cases, the Company may allow or require payment in cash including the wire transfer of funds in U.S. dollars to a Littelfuse bank account located in the United States designated by Littelfuse or by certified check payable in U.S. dollars to the order of Littelfuse. Other alternatives for your payment of the exercise price and tax withholding may also be available.

8. Are taxes due when I exercise my Option?

Yes, if you are a United States taxpayer and employee, the federal, state, and local taxes that become due by law as a result of the exercise of your Option must be paid by you as part of your exercise. See Question 7 above for a description of required methods to pay these taxes.

If you are subject to taxation in a country other than the United States, we have the right to deduct or withhold amounts as required by local requirements. This may be accomplished by the withholding of whole shares of common stock where permitted by law. Please consult your personal tax advisor for advice on your particular situation.

Please note that we make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your award.

9. What are my rights as a stockholder?

You have no rights as a stockholder until we issue shares of common stock to you upon exercise of your Option. This means that you will not receive any dividends, distributions or other rights on or with respect to shares of common stock for which the record date is prior to our issuance of the common stock to you (except as the Plan otherwise provides).

10. Are there restrictions on the transfer of my Option and shares of stock?

You may not transfer your Option, and no other person may exercise your Option, except upon your “Disability” (as defined in the Plan) or death. Any other type of attempted transfer is null and void. If you suffer a Disability, your legal representative can act on your behalf. If you die, your beneficiary or the personal representative of your estate can act on your behalf.

Once you receive any share of common stock, you will normally be entitled to all rights of ownership to such share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

11. How do I designate my beneficiary or beneficiaries?

Enclosed with your award materials is a Beneficiary Designation Form. You must file the completed form with Corporate Human Resources. Each time you file a Beneficiary Designation Form, all previously-filed Beneficiary Designation Forms will be revoked and of no further force or effect. If you want to name multiple beneficiaries, all beneficiaries must be listed on a single beneficiary designation form (including attachments, if necessary). If you do not file a Beneficiary Designation Form, benefits remaining unpaid at your death will be paid to your estate.

12. Are there restrictions on the delivery and sale of shares of stock?

Shares of our common stock issued to you upon the exercise of your Option are subject to federal securities laws. In some cases, foreign, state or local securities laws may also apply. If the Committee determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of your shares until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue any shares of common stock to you.

In certain cases, the Committee may decide to instead pay you the cash equivalent of the shares of common stock to which you would otherwise be entitled.

Where applicable, the certificates evidencing any shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply.

13. Does the receipt of my Option guarantee continued service with Littelfuse?

No. Neither the establishment of the Plan, your award of an Option, nor the issuance of shares of common stock to you on the exercise of your Option gives you the right to continued employment or service with Littelfuse (or any of our subsidiaries or affiliates).

14. What events can trigger forfeiture of my Option?

Except as may otherwise be specifically provided in your Award Agreement or these Terms and Conditions, your unvested Option will normally be cancelled and forfeited upon your separation from service with Littelfuse and its subsidiaries and affiliates. If your separation from service is due to cause (as defined in Question 4), your entire Option will expire on your date of separation from service, regardless of its vesting. The Committee may, in its sole discretion, extend the vesting and/or exercise period of your award or accelerate the vesting of your award in special circumstances, subject to certain provisions of the Plan and the law.

15. What documents govern my Option?

The Plan, the Award Agreement, and these Terms and Conditions express the entire understanding between you and Littelfuse with respect to your Option. In the event of any conflict between these documents, the terms of the Plan will always govern. You should never rely on any oral description of the Plan, your Award Agreement or your Option because the written terms of the Plan will always govern. The Committee (or its delegate) has the authority to interpret this document and the Plan. Any such interpretation will be binding on you, us, and other persons.

Exhibit 10.4

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

(Outside Director – 2016 Grant)

Littelfuse, Inc. (“Littelfuse”) hereby grants you a nonqualified option to purchase shares of Littelfuse common stock through the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”), subject to the terms and restrictions as described herein (the “Option”).

Participant (“you”): {Name}

Date of Grant: April 22, 2016

Option Expiration Date: 7 years from Date of Grant

Number of Shares subject to Option: {No. Options}

Option Exercise Price (per Share): ${Amount}

Vesting Schedule: You may exercise your Option to purchase shares during the period beginning on the date you “vest” in your Option and continuing until your Option expires or is otherwise forfeited (subject to certain insider trading policy restrictions). The vesting and forfeiture provisions that apply to your Option are described in detail in Sections 11 and 18.6 of the Plan and the attached Terms and Conditions. In general, subject to certain accelerated vesting and forfeiture provisions described below, so long as you have not previously ceased being a member of the Board of Directors of Littelfuse (“Board”), your Option will vest and become exercisable (in whole shares) as follows:

Vesting Date	Number of Shares Vesting
1 ^st anniversary of Date of Grant	33 1/3%
2 ^nd anniversary of Date of Grant	33 1/3%
3 ^rd anniversary of Date of Grant	33 1/3%

Effect of Termination of Board Membership : If your membership on the Board terminates before a vesting date, you will forfeit the unvested portion of your Option and the vested portion of your Option will remain exercisable for 3 months following the termination of your membership (or your Option Expiration Date, if sooner), unless:

●

you terminate because you become “Disabled” or die,

●

your termination occurs after you have served as a member on the Board for at least 5 years (other than by removal from the Board for cause, as determined by the Board), or

●

there is a sale of Littelfuse stock or assets that qualifies as a “Change in Control” under the Plan,

in which case the unvested portion of your Option shall become immediately vested and your Option will remain exercisable as described in the Terms and Conditions.

If your termination is due to cause (as determined by the Board), your entire unexercised Option will expire on your date of termination, regardless of its vesting.

No amount of common stock or income received by you pursuant to this Award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other benefit plan or program of Littelfuse or its affiliates, except as specifically provided in such plan or program. Participation in the Plan is discretionary and voluntary, and the Plan can be terminated at any time. Vesting ceases when your membership on the Board of Littelfuse terminates. This Award does not create a right or entitlement to future awards, whether pursuant to the Plan or otherwise.

Questions: If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact our Chief Legal Officer.

LITTELFUSE, INC.

/s/ Gordon Hunter

Gordon Hunter

Chairman, President & CEO

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION TERMS AND CONDITIONS

(Outside Director)

This document is intended to provide you some background on the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the nonqualified option to purchase shares of Littelfuse common stock (the “Option”) granted to you under the Plan. References in this document to “our,” “us,” “we,” and “Littelfuse” are intended to refer to Littelfuse, Inc.

Background

1. What is the value of my Option?

The value of your Option to you is the difference between the “purchase price” (as described below in Question 6) and the market price for the shares of Littelfuse common stock covered by your Option.

Under current United States tax laws, you will be taxed on the difference between the “purchase price” and the market price at the time you exercise the Option. We recommend that you consult your personal tax advisor to discuss your own potential tax consequences prior to exercising your Option.

Note that no amount of common stock received by you pursuant to your award will be considered compensation for purposes of any pension, retirement, insurance or any other employee benefit plan of Littelfuse or any of its subsidiaries or affiliates.

2. Who keeps track of my Option grant and vesting?

We have hired the financial services firm of Merrill Lynch to provide you with an on-line program to track the vesting, value and exercise of your Option, related tax withholding (if any), and handle certain related stock transactions.

Terms and Conditions

3. When may I exercise my Option?

Since all of our Board members are subject to the Littelfuse, Inc. Insider Trading Policy, you will only be allowed to exercise the vested portion of your Option (or conduct any trading of Littelfuse common stock) during a period when the trading window is open and with advance approval (see the Littelfuse, Inc. Insider Trading Policy for more details).

During the period when the trading window is open and with proper advance approval, you can exercise all or a portion of your Option to purchase our common stock on or after the Option’s vesting date and prior to the Option’s expiration date. Generally, 33 1/3% of your Option will vest (in whole shares) on each anniversary of your date of grant, as described in your Award Agreement.

If your membership on the Board terminates before a vesting date for reasons other than your death, “Disability” (as defined in the Plan) or cause, and your termination occurs before you have completed 5 years of service on the Board, you will forfeit the unvested portion of your Option. If your membership on our Board terminates because of your death or “Disability”, or without cause after you have completed 5 years of service on the Board, or there is a Change in Control (as defined in the Plan), the unvested portion of your Option will become immediately vested.

If your termination from membership on our Board is for cause (as determined by the Board), your entire unexercised Option will expire on your date of termination, regardless of its vesting.

The Committee may, in its sole discretion, choose to accelerate or extend the vesting of awards in special circumstances.

If you are subject to the Littelfuse insider trading policy, your ability to exercise your Option may be suspended or delayed until a window period is available under the policy.

You can not exercise your Options after they expire, as described in Question 4 below.

4. When does my Option expire?

Your Option normally expires and is no longer exercisable on the 7 ^th anniversary of the date it was granted to you. Your Option may expire on an earlier date if your membership on the Board terminates, as follows:

Reason for Termination	Expiration Date

Death	12 months after your date of death

After 5 years of service (and other than for cause)	12 months after your date of termination

Cause (as determined by the Board)	Date of termination

All other reasons, including Disability	3 months after your date of termination

5. How do I exercise my Option?

You may exercise all or any portion of your Option by delivering a written Pre-Clearance Request Form to our Chief Legal Officer not more than 30 calendar days and not less than 10 calendar days prior to your desired exercise date. You can obtain the Pre-Clearance Request from the office of our Chief Legal Officer. In addition, you must contact Merrill-Lynch at 1-847-564-7221 or 1-847-564-7230 to exercise your Option and/or conduct any trading of Littelfuse common stock and they will provide you with further instructions.

Your notices and other communications under your Option must be in writing and are deemed to have been given only if personally delivered or sent by registered or certified United States mail (return receipt requested, postage prepaid), addressed to:

	personal delivery or mail:	Littelfuse, Inc.,
		Attn: Chief Legal Officer
		8755 W. Higgins Road, O’Hare Plaza, Suite 500
		Chicago, IL 60631

We may change these addresses by providing you a written notice.

Upon receipt of a properly completed Pre-Clearance Request Form and full payment of the exercise price, we will issue the shares of common stock purchased (either electronically or in certificate form, as we determine).

6. What is the exercise price of the stock that I may purchase under my Option?

The exercise price (the “purchase price”) that you must pay for each share of common stock that you elect to purchase under your Option is the closing price for the common stock on your date of grant. This price is set forth on your Award Agreement.

As a general rule, you must pay the exercise price in cash or by certified check, or by delivering irrevocable instructions to Merrill Lynch, as your broker, to sell enough shares to pay to us the exercise price and to pay to Merrill Lynch any related broker’s fees.

7. Are taxes withheld when I exercise my Option?

Generally, no. Because you are not an employee, we are not required under current tax laws to withhold taxes from any payment to you. You will be responsible for any taxes due. If in the future tax withholding is required, we will have the right to require cash payment, retain shares and/or make deductions from other payments due to you to satisfy these requirements.

Please note that we make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your Option. Please consult your personal tax advisor for advice on your own particular situation.

8. What are my rights as a stockholder?

9. Are there restrictions on the transfer of my Option and shares of stock?

You may not transfer your Option, and no other person may exercise your Option, except upon your “Disability” (as defined in the Plan) or death. If you suffer a “Disability,” your legal representative can act on your behalf. If you die, your beneficiary or the personal representative of your estate can act on your behalf. Once you receive any share of common stock, you will normally be entitled to all rights of ownership to such share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

10. How do I designate my beneficiary or beneficiaries?

Enclosed with your award materials is a Beneficiary Designation Form. You must file the completed form with our Chief Legal Officer. Each time you file a Beneficiary Designation Form, any previously-filed Beneficiary Designation Forms will be revoked and of no further force or effect. If you want to name multiple beneficiaries, all beneficiaries must be listed on a single Beneficiary Designation Form (including attachments, if necessary). If you do not file a beneficiary designation form, benefits remaining unpaid at your death will be paid to your estate.

11. Are there restrictions on the delivery and sale of shares of stock?

Shares of common stock issued to you upon the exercise of your Option are subject to federal securities laws. In some cases, foreign, state or local securities laws may also apply. If the Committee determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of your shares until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue any shares of common stock to you.

12. Does the receipt of my Option guarantee continued service on the Board?

No. Neither the establishment of the Plan, your award of an Option, nor the issuance of shares of common stock on exercise of your Option, gives you the right to continued membership on our Board or other service with Littelfuse.

13. What events can trigger the forfeiture of my Option?

Except as may otherwise be provided in your Award Agreement or these Terms and Conditions, your unvested Option will normally be cancelled and forfeited upon the termination of your membership on the Board. The Committee may, in its sole discretion, extend the vesting and/or exercise period of your award or accelerate the vesting of your award as provided in the Plan and applicable law.

14. What documents govern my Option?

The Plan, the Award Agreement, and these Terms and Conditions express the entire understanding of you and Littelfuse with respect to your Option. In the event of any conflict between these documents, the terms of the Plan will always govern. You should also never rely on any oral description of the Plan, your Award Agreement or your Option because the written terms of the Plan will always govern. The Committee (or its delegate) has the authority to interpret this document and the Plan. Any such interpretation will be binding on you, us, and other persons.

Exhibit 10.5

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Executive)

Littelfuse, Inc. (“Littelfuse”) hereby grants you restricted stock units (“Restricted Stock Units” or “RSUs”) through the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”), subject to terms and conditions as described herein.

Participant (“you”): {Name}

Date of Grant: April 22, 2016

Number of Restricted Stock Units: {No. RSUs}

Vesting Schedule: The vesting and forfeiture provisions that apply to your Restricted Stock Units are described in detail in Sections 11 and 18.6 of the Plan and the attached Terms and Conditions. In general, subject to certain accelerated vesting and forfeiture provisions described below, so long as you have not previously separated from service with Littelfuse and its affiliates, your Restricted Stock Units will vest (in whole shares) as follows:

Vesting Date	Percentage of RSUs Vested
1 ^st anniversary of Date of Grant	33 1/3%
2 ^nd anniversary of Date of Grant	33 1/3%
3 ^rd anniversary of Date of Grant	33 1/3%

Effect of Separation from Service: In general, if you separate from service with Littelfuse and its affiliates before a vesting date for any reason, you will forfeit all RSUs in which you have not yet vested, unless:

●

your separation is due to death or “Disability” (as defined in the Plan), or occurs without cause after you have both reached age 62 and completed 5 years of service with Littelfuse and its affiliates, in which case a portion of your unvested RSUs will vest based on your service with Littelfuse and its affiliates as follows:

(1)

first, the total number of shares of RSUs you were originally awarded is multiplied by a fraction, the numerator of which is the number of full months of service you completed from your date of grant to date of separation and the denominator of which is 36;

(2)

second, the amount is reduced by the number of previously vested RSUs; and

(3)

third, the amount is rounded down to the nearest whole number (so that no fractional shares will vest).

Any RSUs that remain unvested after application of the above will be immediately forfeited as of your separation date;

For example : You are awarded 600 RSUs on April 22, 2016. Your award will vest 1/3 each year starting on the anniversary of your grant date. You separate from service with Littelfuse due to Disability on November 15, 2017. Your separation date is more than 18 months but less than 19 months from your date of grant. Since you separated from service after 18 full months of service (from your date of grant) because of Disability, then in addition to your 200 vested RSUs, you would also become vested in an additional 100 RSUs: (600 RSUs x 18/36)-200 = 100 RSUs. You would have a total of 300 vested RSUs. The remaining 300 RSUs would be forfeited.

●	there is a sale of Littelfuse’s stock or assets that qualifies as a “Change in Control” (as defined in the Plan), in which case you will become fully vested in all of your RSUs immediately prior to such Change in Control.

Also, the Committee may, in its sole discretion, choose to accelerate the vesting of awards in special circumstances.

WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS

LITTELFUSE, INC.

/s/ Gordon Hunter

Gordon Hunter

Chairman, President and Chief Executive Officer

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT TERMS AND CONDITIONS

(Executive - 2016 Grant)

This document is intended to provide you some background on the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the restricted stock unit award (the “Restricted Stock Units” or “RSUs”) granted to you under the Plan. References in this document to “our,” “us,” “we,” and “Littelfuse” are intended to refer to Littelfuse, Inc.

Background

1. How are award recipients chosen?

Under our current process, the Compensation Committee of our Board of Directors (the “Committee”) makes recommendations to the full Board regarding executive equity awards for their approval.

2. What is the value of my award?

The value of each share covered by your RSU award is equal to the market price of one share of Littelfuse common stock, which will be paid to you in the form of common stock (or in certain cases, its cash equivalent) as soon as practicable after your Restricted Stock Units vest.

Under current United States tax laws and the laws of most non-U.S. countries in which we operate, you will be taxed on the market price of the share(s) of common stock vesting under your RSU award at the time the common stock (or in certain cases, its cash equivalent) is paid to you in settlement of your award. We recommend that you consult your personal tax advisor to discuss the potential tax consequences to you of receiving this award of Restricted Stock Units.

Note that no amount of cash or common stock received by you pursuant to your award will be considered compensation for purposes of any severance or any pension, retirement, insurance, or other employee benefit plan of Littelfuse or its affiliates.

3. Who keeps track of my Restricted Stock Units and vesting?

We have hired the financial services firm of Merrill Lynch to provide you with an on-line program to track the value of your Restricted Stock Units. their vesting and related tax withholding, and to handle certain related stock transactions.

Terms and Conditions

4. When will my Restricted Stock Units vest?

Generally, 33 1/3% of your Restricted Stock Units will vest (in whole shares) on each anniversary of your date of grant indicated in your Award Agreement.

Your Award Agreement may provide for earlier vesting dates upon specific events, such as your separation from service due to your death or “Disability” (as defined in the Plan), eligible retirement, or following certain corporate transactions. Please refer to your Award Agreement to see if special early vesting dates apply to your Restricted Stock Units.

The Committee may, in its sole discretion, choose to accelerate or extend the vesting of awards in special circumstances.

If you are subject to the Littelfuse Insider Trading Policy, the vesting of your Restricted Stock Units may be automatically delayed until a window period is available under the policy. We hope that this will better enable you to use or sell common stock to cover your tax liabilities, if you wish to do so.

5. When do I receive payment?

As soon as administratively practical after your award vests, one share of our common stock (or in certain cases, its cash equivalent) will be delivered to you for each RSU that vests. Delivery of shares, either electronically or in certificate form (as we determine), will usually be made within approximately 15 days after vesting. Fractional shares will not be paid.

By accepting this award, you acknowledge that, except as may otherwise be provided in your Award Agreement, any separation from service prior to a vesting date will result in the loss of all of your unvested Restricted Stock Units and any other rights associated with your unvested Restricted Stock Units under the Plan. You have no rights to shares or other compensation for the loss of rights under the Plan in the event of your separation from service.

6. Do I have to pay any tax on my award of common stock that I receive?

Yes, if you are a United States taxpayer, you are subject to federal (and in some cases, state and local) income taxes on the fair market value of your Restricted Stock Units in the year that you are paid shares of common stock (or in certain cases, their cash equivalent) in settlement of your award. If you are an employee, we are required, under current tax laws of the United States and certain states and municipalities, to withhold taxes from you. This will be accomplished by the withholding of whole shares of common stock sufficient to pay the minimum statutory income taxes due on your award. We will round down to the nearest whole share. To the extent this share withholding is not sufficient or is prohibited or limited by applicable law, you will ultimately be responsible for any additional taxes due. If withholding is determined by us to be not possible or inadequate, we will have the right to require cash payment and/or make deductions from other payments due to you that are sufficient to satisfy these requirements.

If you are subject to taxation in a country other than the United States, we have the right to deduct or withhold amounts as required by local requirements. This may be accomplished by the withholding of whole shares of common stock, where permitted by law. Please consult your personal tax advisor for advice on your particular situation.

Please note that we make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your award.

7. What are my rights as a stockholder in my Restricted Stock Units?

Until you actually receive shares (if any) of common stock in settlement of your award, you will generally have no rights as a stockholder with respect to those shares, such as the right to vote the shares or the right to receive dividends on the shares, unless the Committee provides otherwise in your Award Agreement.

8. Are there restrictions on the transfer of my Restricted Stock Units?

Generally, you may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate your RSUs, whether voluntarily or involuntarily, by operation of law or otherwise, except upon your death or your “Disability” (as defined in the Plan). If you suffer a “Disability,” your legal representative can act on your behalf. If you die, your beneficiary or the personal representative of your estate can act on your behalf. Once you receive any share of common stock, you will normally be entitled to all rights of ownership to such share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

If you are subject to the laws of Hong Kong, you may be restricted from selling any shares of common stock you receive upon the settlement of your RSUs for six months.

9. How do I designate my beneficiary or beneficiaries?

Enclosed with your award materials is a beneficiary designation form. You must file the completed form with Corporate Human Resources. Each time you file a beneficiary designation form, all previously filed beneficiary designation forms will be revoked and of no further force or effect. If you want to name multiple beneficiaries, all beneficiaries must be listed on a single beneficiary designation form (including attachments, if necessary). If you do not file a beneficiary designation form, benefits remaining unpaid at your death will be paid to your estate.

10. Are there restrictions on the delivery and sale of shares of stock?

Since all of our executives are subject to the Littelfuse Inc. Insider Trading Policy, you will only be allowed to sell the vested portion of your award (or conduct any trading of Littelfuse common stock) during a period when the trading window is open and with the advance approval of our Chief Legal Officer (see the Littelfuse Inc. Insider Trading Policy for more details).

Shares of our common stock issued to you upon the vesting of Restricted Stock Units are subject to federal securities laws. In some cases, foreign, state or local securities laws may also apply. If the Committee determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of your shares until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue shares of common stock to you.

In certain cases, the Committee may decide to instead pay you the cash equivalent of the shares of common stock to which you would otherwise be entitled.

Where applicable, the certificates evidencing any shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply.

11. Does the receipt of my award guarantee continued service with Littelfuse?

No. Neither the establishment of the Plan, your award of Restricted Stock Units, nor the issuance of shares of common stock or other consideration in connection with your award gives you the right to continued employment or service with Littelfuse (or any of our subsidiaries or affiliates).

12. What events can trigger forfeiture of my Restricted Stock Units?

Except as may otherwise be specifically provided in your Award Agreement, your unvested Restricted Stock Units will normally be cancelled and forfeited upon your separation from service with Littelfuse and its subsidiaries and affiliates. The Committee may, in its discretion, accelerate the vesting of your award in special circumstances, subject to certain provisions of the Plan and the law.

13. What documents govern my Restricted Stock Units?

The Plan, your Award Agreement, and these Terms and Conditions express the entire understanding between you and Littelfuse with respect to your Restricted Stock Units. In the event of any conflict between these documents, the terms of the Plan will always govern. You should never rely on any oral description of the Plan or your Award Agreement because the written terms of the Plan will always govern. The Committee (or its delegate) has the authority to interpret this document and the Plan. Any such interpretation will be binding on you, us, and other persons.

Exhibit 10.6

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Tier II Management)

Littelfuse, Inc. (“Littelfuse”) hereby grants you restricted stock units through the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”), subject to terms and conditions as described herein (“Restricted Stock Units” or “RSUs”).

Participant (“you”): {Name}

Date of Grant: April 22, 2016

Number of Restricted Stock Units: {No RSUs}

Vesting Date	Percentage of RSUs Vested
1 ^st anniversary of Date of Grant	33 1/3%
2 ^nd anniversary of Date of Grant	33 1/3%
3 ^rd anniversary of Date of Grant	33 1/3%

In general, if you separate from service with Littelfuse and its affiliates before a vesting date for any reason, you will forfeit all RSUs in which you have not yet vested, unless:

●	your separation is due to death or “Disability” (as defined in the Plan), or occurs without cause after you have both reached age 62 and completed 5 years of service with Littelfuse and its affiliates, in which case a portion of your unvested RSUs will vest based on your service with Littelfuse and its affiliates as follows:

(1)

(2)

second, the amount is reduced by the number of previously vested RSUs; and

(3)

third,the amount is rounded down to the nearest whole number (so that no fractional shares will vest).

Any RSUs that remain unvested after application of the above will be immediately forfeited as of your separation date;

●	your separation from service with Littelfuse and its affiliates for other than cause occurs within two years following a “Change in Control” (as defined in the Plan), in which case you will become fully vested in all of your RSUs.

Also, the Committee may, in its sole discretion, choose to accelerate the vesting of awards in special circumstances.

Additional Terms : Your rights and duties and those of Littelfuse under your Award are governed by the provisions of this Award Agreement and the attached Terms and Conditions and Plan document, both of which are incorporated into this Award Agreement by reference. If there is any discrepancy between these documents, the Plan document will always govern.

WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS

WARNING FOR HONG KONG RESIDENTS:

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this Award. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Questions: If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact your local Human Resources Manager.

	LITTELFUSE, INC.

	/s/ Gordon Hunter

	Gordon Hunter Chairman, President and Chief Executive Officer

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT TERMS AND CONDITIONS

(Tier II Management)

2016 Grant

This document is intended to provide you some background on the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the restricted stock unit award (the “Restricted Stock Units” or “RSUs”) granted to you under the Plan. References in this document to “our,” “us,” “we,” and “Littelfuse” are intended to refer to Littelfuse, Inc.

Background

1.	How are award recipients chosen?

Under our current process, awards are made to a very limited group of associates who are nominated by their VP to receive an award. The Executive Team reviews the nominations and makes a recommendation to the Compensation Committee of our Board of Directors (the “Committee”). In general, nominations are based on the level of the position the associate holds within Littelfuse.

2.	What is the value of my award?

Note that no amount of cash or common stock received by you pursuant to your award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan of Littelfuse or its affiliates.

3.	Who keeps track of my Restricted Stock Units and vesting?

We have hired the financial services firm of Merrill Lynch to provide you with an on-line program to track the value of your Restricted Stock Units, their vesting and related tax withholding, and to handle certain related stock transactions.

Page 1

Terms and Conditions

4.	When will my Restricted Stock Units vest?

Generally, 33 1/3% of your Restricted Stock Units will vest (in whole shares) on each anniversary of your date of grant indicated in your Award Agreement.

The Committee may, in its sole discretion, choose to accelerate or extend the vesting of awards in special circumstances.

5.	When do I receive payment?

6.	Do I have to pay any tax on my award of common stock that I receive?

Please note that we make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your award.

Page 2

7.	What are my rights as a stockholder in my Restricted Stock Units?

8.	Are there restrictions on the transfer of my Restricted Stock Units?

Generally, you may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate your RSUs, whether voluntarily or involuntarily, by operation of law or otherwise, except upon your death or your “Disability” (as defined in the Plan). If you suffer a “Disability”, your legal representative can act on your behalf. If you die, your beneficiary or the personal representative of your estate can act on your behalf. Once you receive any share of common stock, you will normally be entitled to all rights of ownership to such share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

If you are subject to the laws of Hong Kong, you may be restricted from selling any shares of common stock you receive upon the settlement of your RSUs for six months.

9.	How do I designate my beneficiary or beneficiaries?

Enclosed with your award materials is a beneficiary designation form. You must file the completed form with your local Human Resources Manager. Each time you file a beneficiary designation form, all previously-filed beneficiary designation forms will be revoked and of no further force or effect. If you want to name multiple beneficiaries, all beneficiaries must be listed on a single beneficiary designation form (including attachments, if necessary). If you do not file a beneficiary designation form, benefits remaining unpaid at your death will be paid to your estate.

10.

Are there restrictions on the delivery and sale of shares of stock?

In certain cases, the Committee may decide to instead pay you the cash equivalent of the shares of common stock to which you would otherwise be entitled.

Where applicable, the certificates evidencing any shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply.

11.

Does the receipt of my award guarantee continued service with Littelfuse?

12.

What events can trigger forfeiture of my Restricted Stock Units?

Page 3

13.

What documents govern my Restricted Stock Units?

Page 4

Exhibit 10.7

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Outside Director – 2016 Grant)

Littelfuse, Inc. (“Littelfuse”) hereby grants you restricted stock units through the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”), subject to terms and restrictions as described herein (“Restricted Stock Units” or “RSUs”).

Participant (“you”): {Name}

Date of Grant: April 22, 2016

Number of Restricted Stock Units: {No. RSUs}

Vesting Schedule: The vesting and forfeiture provisions that apply to your Restricted Stock Units are described in Sections 11 and 18.6 of the Plan and the attached Terms and Conditions. In general, subject to certain accelerated vesting and forfeiture provisions described below, so long as you have not previously ceased being a member of the Board of Directors of Littelfuse (“Board”), your Restricted Stock Units will vest (in whole shares) as follows:

Vesting Date	Percentage of RSUs Vesting
1 ^st anniversary of Date of Grant	33 1/3%
2 ^nd anniversary of Date of Grant	33 1/3%
3 ^rd anniversary of Date of Grant	33 1/3%

Effect of Termination of Board Membership : If your membership on the Board terminates before a vesting date for any reason, you will forfeit all RSUs in which you have not yet vested, unless:

●	you terminate because you become “Disabled” or die,

●	your termination occurs after you have served as a member on the Board for at least 5 years (other than by removal from the Board for cause, as determined by the Board), or

●	there is a sale of Littelfuse stock or assets that qualifies as a “Change in Control” under the Plan,

in which case the unvested portion of your RSUs shall become immediately vested.

Questions: If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact our Chief Legal Officer.

LITTELFUSE, INC.

/s/ Gordon Hunter

Gordon Hunter

Chairman, President & CEO

LITTELFUSE, INC.

LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT TERMS AND CONDITIONS

(Outside Director)

This document is intended to provide you some background on the Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the restricted stock unit award (the “Restricted Stock Unit” or “RSU”) granted to you under the Plan. References in this document to “our,” “us,” “we,” and “Littelfuse” are intended to refer to Littelfuse, Inc.

Background

1. What is the value of my award?

The value of each share covered by your RSU award is equal to the market price of one share of Littelfuse common stock.

2. Who keeps track of my award and vesting?

We have hired the financial services firm of Merrill Lynch to provide you with an on-line program to track the value of your RSUs, their vesting and related tax withholding, and to handle certain related stock transactions.

Terms and Conditions

3. When will my Restricted Stock Units vest?

Generally, 33 1/3% of your RSUs will vest (in whole shares) on each anniversary of your date of grant indicated in your Award Agreement.

In certain special cases, your RSUs will vest earlier. If your membership on the Board terminates due to your “Disability” (as defined in the Plan ) , death, or after five years of service on the Board (provided such termination was not for cause, as determined by the Board), the unvested portion of your RSUs will become immediately vested. If your membership terminates for any other reason, your unvested RSUs will be forfeited.

If the stock or assets of Littelfuse are sold in a transaction that qualifies as a “Change in Control” under the Plan, you will become fully vested in all of your RSUs immediately prior to such Change in Control. Also, the Committee may, in its sole discretion, choose to accelerate the vesting of awards in special circumstances.

4. When do I receive my shares?

As soon as administratively practical after your award vests, one share of our common stock will be delivered to you for each RSU that vests. Delivery of shares (either electronically or in certificate form, as we determine) will usually be made within approximately 15 calendar days after vesting. Fractional shares will not be paid.

If you have timely filed a deferral election form in which you have elected to defer receipt of any shares in connection with your RSUs, the issuance of your shares will be delayed until your elected distribution event(s).

5. Do I have to pay any tax on my award, common stock, or cash that I receive?

Yes, if you are a United States taxpayer, you are generally subject to federal taxes (and state and local taxes, where applicable) on the fair market value of your RSUs in the year that the shares of our common stock vest and are issued to you in settlement of your RSUs. Because you are not an employee, we are not required, under current tax laws, to withhold taxes from any payment to you. You will be responsible for any taxes due. If in the future tax withholding is required, we will have the right to require cash payment, retain shares of common stock and/or make deductions from other payments due to you to satisfy these requirements.

If you have timely filed a deferral election form to defer receipt of your shares due upon vesting, you may still be subject to self-employment taxes when you vest, but calculation and payment of income taxation should be delayed until the shares are paid to you.

Please note that we make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your award. We recommend that you consult your personal tax advisor to discuss your own potential tax consequences of receiving this award of RSUs.

6. What are my rights as a stockholder in my Restricted Stock Units?

Until you actually receive shares of our common stock (including cases where you defer receipt) in settlement of your award, you will have no rights as a stockholder with respect to those shares, such as the right to vote shares or the right to receive dividends on shares.

7. Are there restrictions on the transfer of my Restricted Stock Units?

Generally, you may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate your RSUs, whether voluntarily or involuntarily, by operation of law or otherwise, except upon your death or as provided in Section 12.1 of the Plan. If you die, your beneficiary or the personal representative of your estate can act on your behalf.

Once you receive any share of common stock (whether upon vesting or at your deferred distribution event), you will normally be entitled to all rights of ownership to such share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions.

8. How do I designate my beneficiary or beneficiaries?

Enclosed with your award materials is a Beneficiary Designation Form. You must file the completed form with our Chief Legal Officer. Each time you file a Beneficiary Designation Form, any previously filed Beneficiary Designation Forms will be revoked and of no further force or effect. If you want to name multiple beneficiaries, all beneficiaries must be listed on a single Beneficiary Designation Form (including attachments, if necessary). If you do not file a Beneficiary Designation Form, benefits remaining unpaid at your death will be paid to your estate.

9. Are there restrictions on the delivery and sale of shares of stock?

Since all of our Board members are subject to the Littelfuse, Inc. Insider Trading Policy, you will only be allowed to sell the vested portion of your award (or conduct any trading of Littelfuse common stock) during a period when the trading window is open and with advance approval of our Chief Legal Officer (see the Littelfuse, Inc. Insider Trading Policy for more details).

In addition, shares of our common stock issued to you upon the vesting of RSUs (or a later date pursuant to a timely-filed deferral election form) are subject to federal securities laws. In some cases, state or local securities laws may also apply. If the Committee determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of shares of common stock until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue shares of common stock to you.

Where applicable, the certificates evidencing any shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply.

10. Does the receipt of my award guarantee continued service on the Board?

No. Neither the establishment of the Plan, your award of RSUs, nor the issuance of shares of common stock or other consideration in connection with your award, gives you the right to continued membership on our Board or other service with Littelfuse.

11. What events can trigger forfeiture of my Restricted Stock Units?

Except as may otherwise be specifically provided in your Award Agreement or these Terms and Conditions, your unvested Restricted Stock Units will be cancelled and forfeited upon the termination of your membership on the Board. No shares of our common stock shall be issued or issuable with respect to any portion of the RSUs that are forfeited.

The Committee may, in its discretion, accelerate the vesting of your award in special circumstances, subject to certain provisions of the Plan and the law.

12. What documents govern my Restricted Stock Units?

The Plan, your Award Agreement, and these Terms and Conditions express the entire understanding of you and Littelfuse regarding your RSUs. In the event of any conflict between these documents, the terms of the Plan will always govern. You should never rely on any oral description of the Plan or your Award Agreement because the written terms of the Plan will always govern. The Committee (or its delegate) has the authority to interpret this document and the Plan. Any such interpretation will be binding on you, us, and other persons.

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Gordon Hunter, certify that:

I have reviewed this quarterly report on Form 10-Q of Littelfuse Inc.;

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;

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;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 6 , 2016

/s/ Gordon Hunter

Gordon Hunter

Chairman, President and

Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Meenal A. Sethna, certify that:

I have reviewed this quarterly report on Form 10-Q of Littelfuse Inc.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 6, 2016

/s/ MEENAL A. SETHNA

Meenal A. Sethna

Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

LITTELFUSE, INC.

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of title 18, United States Code), each of the undersigned officers of Littelfuse, Inc. (“the Company”) does hereby certify that to his knowledge:

The Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended April 2, 2016 (“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gordon Hunter	/s/ MEENAL A. SETHNA
Gordon Hunter	Meenal A. Sethna
Chairman, President and	Executive Vice President and
Chief Executive Officer	Chief Financial Officer

Dated: May 6, 2016	Dated: May 6, 2016