10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED APRIL 3, 2010

OR

o 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 of incorporation or organization)	(I.R.S. Employer Identification No.)
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 þ No o

     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 o No o

     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 o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

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

As of April 3, 2010, 21,918,319 shares of common stock, $.01 par value, of the registrant were outstanding.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Condensed Consolidated Balance Sheets as of April 3, 2010 (unaudited) and January 2, 2010		1
	Consolidated Statements of Income (Loss) for the three months ended April 3, 2010 and March 28, 2009 (unaudited)		2
	Consolidated Statements of Cash Flows for the three months ended April 3, 2010 and March 28, 2009 (unaudited)		3
	Notes to Condensed Consolidated Financial Statements (unaudited)		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		20
Item 4.	Controls and Procedures.		20
PART II — OTHER INFORMATION
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 6.	Exhibits		21
EX-10.1
EX-31.1
EX-31.2
EX-32.1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

LITTELFUSE, INC.
Condensed Consolidated Balance Sheets
(In thousands of USD, except share amounts)

	April 3, 2010			January 2, 2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,135		$	70,354
Accounts receivable, less allowances		93,244			79,521
Inventories		57,311			52,567
Deferred income taxes		13,453			13,804
Prepaid expenses and other current assets		19,782			18,196
Assets held for sale		7,290			7,343
Total current assets		268,215			241,785
Property, plant and equipment:
Land		5,951			7,808
Buildings		51,982			56,916
Equipment		278,813			280,928
		336,746			345,652
Accumulated depreciation		(207,316	)		(207,500	)
Net property, plant and equipment		129,430			138,152
Intangible assets, net of amortization:
Patents, licenses and software		12,261			12,451
Distribution network		10,205			10,837
Customer lists, trademarks and tradenames		13,563			13,363
Goodwill		94,834			94,986
		130,863			131,637
Investments		11,647			11,742
Deferred income taxes		9,171			8,460
Other assets		1,469			1,351
Total assets	$	550,795		$	533,127
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	26,579		$	23,646
Accrued payroll		12,726			13,291
Accrued expenses		9,503			8,561
Accrued severance		9,776			11,418
Accrued income taxes		10,671			4,525
Current portion of long-term debt		11,967			14,183
Total current liabilities		81,222			75,624
Long-term debt, less current portion		47,000			49,000
Accrued severance		448			421
Accrued post-retirement benefits		11,780			18,271
Other long-term liabilities		11,089			11,212
Total equity		399,256			378,599
Total liabilities and equity	$	550,795		$	533,127
Common shares issued and outstanding of 21,918,319 and 21,792,241, at April 3, 2010 and January 2, 2010, respectively.

See accompanying notes.

1

LITTELFUSE, INC.
Consolidated Statements of Income (Loss)
(In thousands of USD, except per share amounts, unaudited)

	For the Three Months Ended
	April 3, 2010		March 28, 2009
Net sales	$	144,402	$	84,403
Cost of sales		91,122		66,129
Gross profit		53,280		18,274
Selling, general and administrative expenses		26,447		22,342
Research and development expenses		3,950		4,821
Amortization of intangibles		1,240		1,211
		31,637		28,374
Operating income (loss)		21,643		(10,100	)
Interest expense		427		670
Other expense (income), net		110		(879	)
Income (loss) before income taxes		21,106		(9,891	)
Income taxes		5,637		(2,107	)
Net income (loss)	$	15,469	$	(7,784	)
Net income (loss) per share (see note 7):
Basic	$	0.70	$	(0.36	)
Diluted	$	0.69	$	(0.36	)
Weighted average shares and equivalent shares outstanding:
Basic		21,847		21,721
Diluted		22,205		21,727

See accompanying notes.

2

LITTELFUSE, INC.
Consolidated Statements of Cash Flows
(In thousands of USD, unaudited)

	For the Three Months Ended
	April 3, 2010			March 28, 2009
OPERATING ACTIVITIES:
Net income (loss)	$	15,469		$	(7,784	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		7,534			7,381
Amortization of intangibles		1,240			1,211
Stock-based compensation		1,120			1,306
(Gain) on sale of assets		(563	)		—
Changes in operating assets and liabilities:
Accounts receivable		(13,942	)		9,350
Inventories		(4,540	)		4,716
Accounts payable and accrued expenses		(2,043	)		(5,163	)
Accrued payroll and severance		(2,083	)		(9,499	)
Accrued taxes		5,940			(5,007	)
Prepaid expenses and other		(1,242	)		1,580
Net cash provided by (used in) operating activities		6,890			(1,909	)
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(2,276	)		(7,205	)
Purchase of business, net of cash acquired		—			(920	)
Proceeds from sale of assets		4,532			—
Net cash provided by (used in) investing activities		2,256			(8,125	)
FINANCING ACTIVITIES:
Proceeds from debt		4,095			2,380
Payments of debt		(8,517	)		(2,000	)
Proceeds from exercise of stock options		3,818			33
Excess tax benefit on stock-based compensation		217			—
Net cash (used in) provided by financing activities		(387	)		413
Effect of exchange rate changes on cash and cash equivalents		(1,978	)		(1,112	)
Increase (decrease) in cash and cash equivalents		6,781			(10,733	)
Cash and cash equivalents at beginning of period		70,354			70,937
Cash and cash equivalents at end of period	$	77,135		$	60,204

See accompanying notes.

3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited 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. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, and accrued employee-related costs pursuant to contractual obligations, considered necessary for a fair presentation have been included. Operating results for the period ended April 3, 2010 are not necessarily indicative of the results that may be expected for the year ending January 1, 2011. 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, 2010. The company evaluated subsequent events through the date its financial statements were filed with the Securities and Exchange Commision (“SEC”).

In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that eliminates the qualifying special purpose entity concept, changes the requirements for derecognizing financial assets and requires enhanced disclosures about transfers of financial assets. The guidance also revises earlier guidance for determining whether an entity is a variable interest entity, requires a new approach for determining who should consolidate a variable interest entity, changes when it is necessary to reassess who should consolidate a variable interest entity, and requires enhanced disclosures related to an enterprise’s involvement in variable interest entities. The guidance is effective for the first annual reporting period that begins after November 15, 2009. The company adopted the new accounting guidance on January 3, 2010 which did not have a material impact on its Consolidated Financial Statements.

2. Inventories

The components of inventories at April 3, 2010 and January 2, 2010 are as follows (in thousands):

	April 3, 2010		January 2, 2010
Raw material	$	21,331	$	20,065
Work in process		8,502		9,111
Finished goods		27,478		23,391
Total inventories	$	57,311	$	52,567

3. Investments

Included in the company’s investments are shares of Polytronics Technology Corporation Ltd. (“Polytronics”), a Taiwanese company whose shares are traded on the Taiwan Stock Exchange. The Polytronics investment was acquired as part of the Littelfuse GmbH acquisition. The fair value of the Polytronics investment was €8.6 million (approximately $11.7 million) at April 3, 2010 and €8.2 million (approximately $11.7 million) at January 2, 2010, based on the quoted market price at the close of business corresponding to each date. Included in 2010 other comprehensive income (loss) was an unrealized gain of $0.5 million, due to the increase in fair market value for the three months ended April 3, 2010.

The remaining difference in fair value of this investment was due to the impact of changes in exchange rates, which is included as a component of the currency translation adjustments of “Other Comprehensive Income (Loss)”.

4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4. Debt

The carrying amounts of long-term debt at April 3, 2010 and January 2, 2010 are as follows (in thousands):

	April 3, 2010		January 2, 2010
Term loan	$	55,000	$	57,000
Revolving credit facility		3,967		6,183
Other obligations		—		—
		58,967		63,183
Less: Current portion of long-term debt		11,967		14,183
Total long-term debt	$	47,000	$	49,000

5. Financial Instruments and Risk Management

Occasionally, the company uses financial instruments to manage its exposures to movements in commodity prices, foreign exchange and interest rates. The use of these financial instruments modifies the company’s exposure to these risks with the goal of reducing the risk or cost to the company. The company does not use derivatives for trading purposes and is not a party to leveraged derivative contracts.

The company recognizes all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The fair value is based upon either market quotes for actively traded instruments or independent bids for non-exchange traded instruments. The company formally documents its hedge relationships, including identifying the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking derivatives that are designated as hedges of specific assets, liabilities, firm commitments or forecasted transactions to the hedged risk. On the date the derivative is entered into, the company designates the derivative as a fair value hedge, cash flow hedge or a net investment hedge, and accounts for the derivative in accordance with its designation. The company also formally assesses, both at inception and at least quarterly thereafter, whether the derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, or if the anticipated transaction is no longer likely to occur, the company discontinues hedge accounting, and any deferred gains or losses are recorded in the respective measurement period. The company currently does not have any fair value or net investment hedge instruments.

The company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments, but it does not expect any counterparties to fail to meet their obligations given their high credit ratings.

Cash Flow Hedges

A hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability is designated as a cash flow hedge. The effective portion of the change in the fair value of a derivative that is designated as a cash flow hedge is recorded in “Other Comprehensive Income (Loss).” When the impact of the hedged item is recognized in the income statement, the gain or loss included in other comprehensive income (loss) is reported on the same line in the Consolidated Statements of Income (Loss) as the hedged item. The company did not discontinue any cash flow hedges during the three months ended April 3, 2010.

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Financial Instruments and Risk Management, continued

Cash Flow Hedge — Currency Risk Management

In January 2009, the company entered into a series of weekly forward contracts to buy Mexican pesos to manage its exposure to fluctuations in the cost of this currency through December 28, 2009. The company uses Mexican pesos to fund payroll and operating expenses at one of the company’s Mexico manufacturing facilities. The operations of the Mexico facility are accounted for within an entity where the U.S. dollar is the functional currency. In September 2009, the company extended the arrangement through June 28, 2010. Amounts included in other comprehensive income (loss) are reclassified into cost of sales in the period in which the hedged transaction is recognized in earnings. As of April 3, 2010, the notional amount of the company’s peso forward contracts was approximately $22.8 million.

Fair Value of Derivative Instruments

The fair values of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets of the company are as follows (in thousands):

		Fair Value
Description	Balance Sheet Item	April 3, 2010		January 2, 2010
Derivative Assets — Hedges Cash Flow Hedges	Prepaid expenses and other current assets	$	220	$	179
Total Derivative Assets		$	220	$	179

Net Derivative Gain or Loss

The effect of cash flow hedge derivative instruments on the Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss) is as follows (in thousands):

							Location of Gain
							(Loss) Reclassified
	Amount of Gain (Loss)						from Other	Amount of Gain (Loss) Reclassified
	Recognized in Other						Comprehensive	from Other Comprehensive Income
	Comprehensive Income (Loss)						Income (Loss)	(Loss) into Income (Loss) (Effective
	(Effective Portion)						into Income	Portion)
	Three Months Ended						(Loss)	Three Months Ended
	April 3, 2010			March 28, 2009			(Effective Portion)	April 3, 2010		March 28, 2009
Commodity contracts	$	—		$	290		Cost of Sales	$	—	$	(406	)
Foreign exchange contracts		(75	)		(352	)	Cost of Sales		160		(200	)
Total	$	(75	)	$	(62	)		$	160	$	(606	)

Derivative Transactions

At April 3, 2010 and January 2, 2010, accumulated other comprehensive income (loss) included $0.2 million and $0.1 million in unrealized losses, respectively, for derivatives, net of income taxes.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6. Fair Value of Financial 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

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.

Available-for-sale securities

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.

Derivative instruments

The fair value of commodity derivatives are valued based on quoted futures prices for the underlying commodity and are categorized as Level 2. The fair values of foreign exchange rate derivatives are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets and are categorized as Level 2.

The company does not have any financial assets or liabilities measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 2 or Level 3 during the first quarter ended April 3, 2010. There were no changes during the quarter ended April 3, 2010, to the company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of April 3, 2010, 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 3, 2010 (in thousands):

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities	$	11,647	$	—	$	—	$	11,647
Currency derivative contracts		—		220		—		220
Total	$	11,647	$	220	$	—	$	11,867

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6. Fair Value of Financial Assets and Liabilities, continued

The following table presents assets measured at fair value by classification within the fair value hierarchy as of January 2, 2010 (in thousands):

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities	$	11,742	$	—	$	—	$	11,742
Currency derivative contracts		—		179		—		179
Total	$	11,742	$	179	$	—	$	11,921

The company’s other financial instruments include cash and cash equivalents, accounts receivable and long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents and accounts receivable approximate their fair values. The company’s long-term debt fair value approximates book value at April 3, 2010 and January 2, 2010, respectively, as the long-term debt variable interest rates fluctuate along with market interest rates.

7. Per Share Data

In June 2008, the FASB issued authoritative guidance titled “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Upon adoption, a company is required to retrospectively adjust its earnings per share data presentation to conform with the guidance provisions. The guidance is effective for fiscal years beginning after December 15, 2008. The company adopted the new guidance on December 28, 2008.

The company’s unvested share-based payment awards, such as certain performance shares, restricted shares and restricted share units that contain nonforfeitable rights to dividends, meet the criteria of a participating security as defined by the guidance. The adoption has changed the methodology of computing the company’s earnings per            share to the two-class method from the treasury stock method. This change has not affected previously reported earnings per share, consolidated net earnings or net cash flows from operations. Under the two-class method, earnings are allocated between common stock and participating securities. The guidance provides that the presentation of basic and diluted earnings per share is required only for each class of common stock and not for participating securities. As such, the company will present basic and diluted earnings per share for its one class of common stock.

The two-class method includes an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and undistributed earnings for the period. The company’s reported net earnings is reduced by the amount allocated to participating securities to arrive at the earnings allocated to common stock shareholders for purposes of calculating earnings per share.

The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock or the two-class method. The company has determined the two-class method to be the more dilutive. As such, the earnings allocated to common stock shareholders in the basic earnings per share calculation is adjusted for the reallocation of undistributed earnings to participating securities as prescribed by the guidance to arrive at the earnings allocated to common stock shareholders for calculating the diluted earnings per share.

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Earnings per share, continued

The following table sets forth the computation of basic and diluted earnings per share under the two-class method:

	For the Three Months Ended
(in thousands except per share amounts)	April 3, 2010			March 28, 2009
Net income (loss) as reported	$	15,469		$	(7,784	)
Less: Distributed earnings available to participating securities		—			—
Less: Undistributed earnings available to participating securities		(126	)		11
Numerator for basic earnings (loss) per share —
Undistributed and distributed earnings available to common shareholders	$	15,343		$	(7,773	)
Add: Undistributed earnings allocated to participating securities		126			(11	)
Less: Undistributed earnings reallocated to participating securities		(126	)		11
Numerator for diluted earnings (loss) per share —
Undistributed and distributed earnings available to common shareholders	$	15,343		$	(7,773	)
Denominator for basic earnings (loss) per share —
Weighted-average shares		21,847			21,721
Effect of dilutive securities:
Common stock equivalents		358			6
Denominator for diluted earnings (loss) per share —
Adjusted for weighted-average shares & assumed conversions		22,205			21,727
Basic earnings (loss) per share	$	0.70		$	(0.36	)
Diluted earnings (loss) per share	$	0.69		$	(0.36	)

8. Restructuring

During 2006, the company announced the closing of its Ireland facility, resulting in restructuring charges of $17.1 million consisting of $20.0 million of accrued severance less a statutory rebate of $2.9 million recorded as a current asset, which were recorded as part of cost of sales. This restructuring, which impacted approximately 131 associates, is part of the company’s strategy to expand operations in Asia-Pacific region in order to be closer to current and potential customers and take advantage of lower manufacturing costs. The restructuring charges were based upon each associate’s salary and length of service with the company. The additions in 2009 and 2010 primarily relate to retention costs that were incurred during the transition period. These costs will be paid through 2010. All charges related to the closure of the Ireland facility were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes. The remaining $0.2 million of restructuring charges are expected to be paid in 2010. The total cost expected to be incurred is $26.1 million. The company has incurred $26.1 million through April 3, 2010. A summary of activity of this liability is as follows:

Ireland restructuring (in thousands)

Balance at December 27, 2008	$	1,651
Additions		11
Payments		(1,454	)
Exchange rate impact		(25	)
Balance at January 2, 2010		183
Additions		7
Payments		—
Exchange rate impact		(10	)
Balance at April 3, 2010	$	180

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. Restructuring, continued

During December 2006, the company announced the closure of its Irving, Texas, facility and the transfer of its semiconductor wafer manufacturing from Irving, Texas, to Wuxi, China, in a phased transition from 2007 to 2010. A liability of $1.9 million was recorded related to redundancy costs for the manufacturing operation associated with this downsizing. This charge was recorded as part of cost of sales and included in “Other Operating Income (Loss)” for business unit segment reporting purposes. The additions in 2009 and 2010 primarily relate to retention costs that were incurred during the transition period. This restructuring impacted approximately 180 associates in various production and support related roles and will be paid over the period 2007 to 2010. The total cost expected to be incurred is $8.7 million. The company has incurred $8.3 million through April 3, 2010. A summary of activity of this liability is as follows:

Irving, Texas restructuring (in thousands)
Balance at December 27, 2008	$	4,550
Additions		2,363
Payments		(3,146	)
Balance at January 2, 2010		3,767
Additions		451
Payments		(399	)
Balance at April 3, 2010	$	3,819

During March 2007, the company announced the closure of its Des Plaines and Elk Grove, Illinois, facilities and the transfer of its manufacturing from Des Plaines, Illinois to the Philippines and Mexico in a phased transition from 2007 to 2009. A liability of $3.5 million was recorded related to redundancy costs for the manufacturing and distribution operations associated with this restructuring. Manufacturing related charges of $3.0 million were recorded as part of cost of sales and non-manufacturing related charges of $0.5 million were recorded as part of selling, general and administrative expenses. All charges related to this downsizing were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes. The additions in 2009 and 2010 primarily relate to retention costs that were incurred during the transition period. This restructuring impacted approximately 307 associates in various production and support related roles and the costs relating to the restructuring was paid over the period 2007 to 2010.

During December 2008, the company announced a reduction in workforce at its Des Plaines, Illinois, corporate headquarters in a phased transition from 2008 to 2010. A liability of $0.9 million was recorded associated with this downsizing. Manufacturing related charges of $0.3 million were recorded as part of cost of sales and non-manufacturing related charges of $0.6 million were recorded as part of selling, general and administrative expenses. All charges related to this downsizing were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes. During 2009, an additional $1.1 million liability was recorded related to severance and retention costs at the Des Plaines facility. The remaining additions in 2009 and 2010 primarily relate to retention costs that will be incurred over the remaining closure period. This restructuring impacted 39 associates in various production and support related roles and the costs relating to the restructuring was paid in 2009 and 2010.

The total cost expected to be incurred for both the Des Plaines and Elk Grove, Illinois, related restructuring programs is $10.4 million. The company has incurred $10.2 million through April 3, 2010. A summary of activity of this liability is as follows:

Des Plaines and Elk Grove, Illinois restructuring (in thousands)
Balance at December 27, 2008	$	5,058
Additions		1,614
Payments		(5,847	)
Balance at January 2, 2010		825
Additions		96
Payments		(149	)
Balance at April 3, 2010	$	772

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. Restructuring, continued

During March 2008, the company announced the closure of its Matamoros, Mexico, facility and the transfer of its semiconductor assembly and test operation from Matamoros, Mexico, to its Wuxi, China, facility and various subcontractors in the Asia-Pacific region in a phased transition over two years. A total liability of $4.4 million was recorded related to redundancy costs for the manufacturing operations associated with this downsizing. This charge was recorded as part of cost of sales and included in “Other Operating Income (Loss)” for business unit segment reporting purposes. The total cost expected to be incurred is $5.0 million. The total cost incurred through 2010 was $5.0 million. The additions in 2009 and 2010 primarily relate to retention costs that were incurred during the transition period. This restructuring impacts approximately 950 associates in various production and support related roles and will be paid through 2010.

A summary of activity of this liability is as follows:

Matamoros restructuring (in thousands)
Balance at December 27, 2008	$	3,111
Additions		404
Payments		(1,749	)
Exchange rate impact		(25	)
Balance at January 2, 2010		1,741
Additions		70
Payments		(237	)
Exchange rate impact		104
Balance at April 3, 2010	$	1,678

During September 2008, the company announced the closure of its Swindon, U.K., facility, resulting in restructuring charges of $0.8 million, consisting of $0.3 million that was recorded as part of cost of sales and $0.5 million that was recorded as part of research and development expenses. These charges were primarily for redundancy costs and will be paid through 2010. This restructuring impacted 10 associates. Restructuring charges are based upon each associate’s current salary and length of service with the company. All charges related to the closure of the Swindon facility were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes. The total cost expected to be incurred through 2010 is $1.3 million. The company has incurred $1.3 million through April 3, 2010.

A summary of activity of this liability is as follows:

Swindon, U.K. restructuring (in thousands)
Balance at December 27, 2008	$	834
Additions		299
Payments		(1,048	)
Balance at January 2, 2010		85
Additions		—
Payments		(5	)
Balance at April 3, 2010	$	80

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. Restructuring, continued

During May 2009, the company announced the restructuring of its European organization. The restructuring included the transfer of its manufacturing operations from Dünsen, Germany, to Piedras, Mexico, and the closure of its distribution facility in Utrecht, Netherlands. The Dünsen closure will impact approximately 58 production employees. The Utrecht closure impacted approximately 37 employees primarily in customer service and administrative roles. The restructuring for Utrecht was completed in the first quarter of 2010. The Dünsen closure is expected to be completed in the third quarter of 2010. The charges recorded for severance and retention and asset impairments were approximately $2.3 million in Utrecht, Netherlands (reflected in selling, general and administrative expenses) and approximately $3.2 million in Dünsen, Germany (reflected within cost of sales). All charges related to the closure of the Dünsen and Utrecht facilities were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes. The remaining additions in 2010 primarily relate to retention costs that were incurred during the transition period.

The total cost related to the European restructuring program expected to be incurred through fiscal year 2010 is $5.5 million. The company has incurred $5.5 million in costs, including asset impairment charges, through April 3, 2010. A summary of the activity of this liability is as follows:

European restructuring (in thousands)
Balance at December 27, 2008	$	—
Additions		5,453
Payments		(686	)
Exchange rate impact		87
Balance at January 2, 2010		4,854
Additions		60
Payments		(2,150	)
Exchange rate impact		(56	)
Balance at April 3, 2010	$	2,708

During May 2009, the company also announced a restructuring of its Asian operations. The restructuring includes closure of a manufacturing facility in Taiwan and a consolidation of its Asian sales offices. The closure of the Taiwan facility and Asian sales offices will impact approximately 184 employees. The announced restructuring for all of the locations is expected to be completed by the first quarter of 2011. The charge recorded for this restructuring totaled $0.9 million and was related to severance and retention costs with $0.4 million and $0.5 million included within cost of sales and selling, general and administrative expenses, respectively. All charges related to the closure and the consolidation of the Asian facilities were recorded in “Other Operating Income (Loss)” for business unit segment reporting purposes.The remaining additions in 2009 and 2010 primarily relate to retention costs that were incurred during the transition period. The total cost expected to be incurred through 2011 is $1.5 million. The company has incurred $1.5 million through April 3, 2010 related to the Asian restructuring program. A summary of activity of this liability is as follows:

Asian restructuring (in thousands)
Balance at December 27, 2008	$	—
Additions		1,456
Payments		(291	)
Exchange rate impact		38
Balance at January 2, 2010		1,203
Additions		18
Payments		(59	)
Exchange rate impact		15
Balance at April 3, 2010	$	1,177

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Income Taxes

The effective tax rate for the first quarter of 2010 was 26.7% compared to an effective tax rate (benefit) of (21.3%) in the first quarter of 2009. The current quarter effective tax rate was positively impacted by a change in the statutory tax rate at a China location and offset by a negative impact from the mix of income earned in higher tax jurisdictions.

10. Pensions

The components of net periodic benefit cost for the three months ended April 3, 2010, compared with the three months ended March 28, 2009, were (in thousands):

	U.S. Pension Benefits						Foreign Plans
	Three Months Ended						Three Months Ended
	April 3, 2010			March 28, 2009			April 3, 2010			March 28, 2009
Service cost	$	125		$	632		$	109		$	133
Interest cost		992			1,078			196			230
Expected return on plan assets		(1,250	)		(1,113	)		(4	)		(17	)
Amortization of prior service cost		—			2			—			(3	)
Amortization of transition asset		—			—			—			--
Amortization of net loss		—			30			(1	)		2
Total cost of the plan		(133	)		629			300			345
Expected plan participants’ contribution		—			—			—			—
Net periodic benefit cost	$	(133	)	$	629		$	300		$	345

The expected rate of return assumption on domestic pension assets is 8.5% in 2010 and 2009.

11. Business Unit Segment Information

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”).

Littelfuse, Inc. and its subsidiaries design, manufacture and sell circuit protection devices throughout the world. The company reports its operations by the following business unit segments: Electronics, Automotive, and Electrical. 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 asset 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.

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11. Business Unit Segment Information, continued

Business unit segment information for the three months ended April 3, 2010 and March 28, 2009 is summarized as follows (in thousands):

	April 3, 2010		March 28, 2009
Net sales
Electronics	$	88,728	$	51,231
Automotive		34,730		18,452
Electrical		20,944		14,720
Total net sales	$	144,402	$	84,403
Operating income (loss)
Electronics	$	12,965	$	(7,865	)
Automotive		3,015		(4,500	)
Electrical		5,663		2,265
Total operating income (loss)		21,643		(10,100	)
Interest expense		427		670
Other expense (income), net		110		(879	)
Income (loss) before income taxes	$	21,106	$	(9,891	)

The company’s net sales by geographical area for the three months ended April 3, 2010 and March 28, 2009 are summarized as follows (in thousands):

	April 3, 2010		March 28, 2009
Net sales
Americas	$	53,277	$	36,823
Europe		29,787		17,650
Asia-Pacific		61,338		29,930
Total net sales	$	144,402	$	84,403

The company’s long-lived assets (total net property, plant and equipment) by geographical area as of April 3, 2010 and January 2, 2010 are summarized as follows (in thousands):

	April 3, 2010		January 2, 2010
Long-lived assets
Americas	$	55,713	$	58,833
Europe		6,650		11,101
Asia-Pacific		67,067		68,218
Consolidated total	$	129,430	$	138,152

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

12. Comprehensive Income (Loss)

The following table sets forth the computation of comprehensive (loss) income for the three months ended April 3, 2010 and March 28, 2009, respectively (in thousands):

	Three Months Ended
	April 3, 2010			March 28, 2009
Net income (loss)	$	15,469		$	(7,784	)
Other comprehensive income (loss):
Currency translation adjustments		375			(4,958	)
Unrealized gain on available-for-sale securities, net of $0 income taxes		506			1,185
(Loss) gain on derivatives, net of income taxes		(75	)		62
Comprehensive income (loss)	$	16,275		$	(11,495	)

13. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows (in thousands):

	April 3, 2010			January 2, 2010
Minimum pension liability adjustment*	$	(3,831	)	$	(3,831	)
Unrealized gain (loss) on available-for-sale securities**		9,154			8,648
Gain (loss) on derivative instruments***		(167	)		(92	)
Foreign currency translation adjustment		14,377			14,002
Total	$	19,533		$	18,727

*	net of tax of $0 and $1,768 for 2010 and 2009, respectively.
**	net of tax of $0 and $0 for 2010 and 2009, respectively.
***	net of tax of $46 and $191 for 2010 and 2009, respectively.

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

Littelfuse, Inc. and its subsidiaries (the “company”) design, manufacture, and sell circuit protection devices for use in the electronics, automotive and electrical markets throughout the world. The following table is a summary of the company’s operating segments’ net sales by business unit and geography:

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

	First Quarter
	2010		2009		% Change
Business Unit
Electronics	$	88.7	$	51.2		73	%
Automotive		34.8		18.5		88	%
Electrical		20.9		14.7		42	%
Total	$	144.4	$	84.4		71	%

	First Quarter
	2010		2009		% Change
Geography*
Americas	$	53.3	$	36.8		45	%
Europe		29.8		17.7		68	%
Asia-Pacific		61.3		29.9		105	%
Total	$	144.4	$	84.4		71	%

* Sales by geography represent sales to customer or distributor locations.

Results of Operations — First Quarter, 2010

Net sales increased $60.0 million or 71% to $144.4 million in the first quarter of 2010 compared to $84.4 million in the first quarter of 2009 reflecting significantly higher demand across all business units and geographies. Sales levels were negatively impacted in the first quarter of 2009 due to the sharp downturn in the global economy and credit crisis. The company also experienced $4.1 million in favorable foreign currency effects in the first quarter of 2010 as compared to the first quarter of 2009. This favorable impact primarily resulted from sales denominated in the Canadian dollar, Korean won and euro.

Electronics sales increased $37.5 million or 73% to $88.7 million in the first quarter of 2010 compared to $51.2 million in the first quarter of 2009 reflecting stronger demand and inventory replenishment in all three geographic regions. During the first quarter of 2009, many customers in Asia, particularly contract manufacturers and original design manufacturers, had extended plant shutdowns while electronics distributors tightly managed inventories in response to weak demand and the uncertain outlook.

Automotive sales increased $16.3 million or 88% to $34.8 million in the first quarter of 2010 compared to $18.5 million in the first quarter of 2009 primarily due to improved demand in the passenger car markets in all geographic regions. In 2009, weakness in the Europe and Americas passenger car markets resulted in sharp declines in global car production. Many automotive original equipment manufacturers took extended plant shutdowns in response to weak demand and the uncertain economic outlook.

Electrical sales increased $6.2 million or 42% to $20.9 million in the first quarter of 2010 compared to $14.7 million in the first quarter of 2009 primarily due to increased demand for the company’s industrial ground fault circuit protection products. Sales growth for other electrical products increased due to improved industrial demand and distributor inventory replenishment.

On a geographic basis, sales in the Americas increased $16.5 million or 45% to $53.3 million in the first quarter of 2010 compared to $36.8 million in the first quarter of 2009, due to increased sales in all three of the company’s

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business units. The Americas region also experienced $1.6 million in favorable foreign currency effects in the first quarter of 2010 as compared to the first quarter of 2009. This increase resulted primarily from sales denominated in the Canadian dollar.

Europe sales increased $12.1 million or 68% to $29.8 million in the first quarter of 2010 compared to $17.7 million in the first quarter of 2009 mainly due to increased automotive and electronics sales. The Europe region also experienced $1.4 million in favorable foreign currency effects in the first quarter of 2010 as compared to the first quarter of 2009. This increase primarily resulted from sales denominated in the euro.

Asia-Pacific sales increased $31.4 million or 105% to $61.3 million in the first quarter of 2010 compared to $29.9 million in the first quarter of 2009 primarily due to stronger demand for consumer electronic products and restocking by distributors. The first quarter of 2009 reflected weak demand for consumer electronics and inventory reductions by distributors. The Asia-Pacific region also experienced $1.1 million in favorable foreign currency effects in the first quarter of 2010 as compared to the first quarter of 2009. This increase primarily resulted from sales denominated in the Korean won.

Gross profit was $53.3 million or 37% of net sales for the first quarter of 2010 compared to $18.3 million or 22% of net sales in the same quarter last year. The improvement in gross margin was attributable to improved operating leverage resulting from higher production volumes in the first quarter of 2010 as well as cost reductions related to manufacturing transfers.

Total operating expense was $31.6 million or 22% of net sales for the first quarter of 2010 compared to $28.4 million or 34% of net sales for the same quarter in 2009. The increase in operating expense primarily reflects the increased cost of company incentive programs driven by significantly improved financial performance in 2010 and higher transportation costs driven by increased sales volumes. The impact of cost reduction plans initiated in 2009 continue to reflect in improved operating efficiencies across the company.

Operating income for the first quarter of 2010 was approximately $21.6 million compared to operating loss of $10.1 million for the same quarter in 2009.

Interest expense was $0.4 million in the first quarter of 2010 compared to $0.7 million for the first quarter of 2009. Interest expense decreased in the first quarter of 2010 compared to the same quarter last year due to lower amounts of outstanding debt (primarily the Term Loan) in the first quarter of 2010. Other expense (income), net, consisting of interest income, royalties, non-operating income and foreign currency items was $0.1 million of expense for the first quarter of 2010 compared to $0.9 million of income in the first quarter of 2009. The results for 2009 were primarily due to the impact from foreign exchange revaluation.

Income before income taxes was $21.1 million for the first quarter of 2010 compared to a loss before income taxes of $9.9 million for the first quarter of 2009. Income tax expense was $5.6 million with an effective tax rate of 26.7% for the first quarter of 2010 compared to income tax benefit of $2.1 million with an effective tax rate of 21.3% in the first quarter of 2009. The change in effective tax rate is due to the positive impact of a change in the statutory rate in China offset by the mix of income (loss) by jurisdiction.

Net income for the first quarter of 2010 was $15.5 million or $0.69 per diluted share compared to net loss of $7.8 million or $0.36 per diluted share for the same quarter of 2009.

Liquidity and Capital Resources

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.

Term Loan

On September 29, 2008, the company entered into a Loan Agreement with various lenders that provides the company with a five-year term loan facility of up to $80.0 million for the purposes of (i) refinancing certain existing indebtedness; (ii) funding working capital needs; and (iii) funding capital expenditures and other lawful corporate purposes, including permitted acquisitions. The Loan Agreement also contains an expansion feature, pursuant to which the company may from time to time request incremental loans in an aggregate principal amount not to exceed $40.0 million. The company had $55.0 million outstanding at April 3, 2010.

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The Loan Agreement requires the company to meet certain financial tests, including a consolidated leverage ratio and a consolidated interest coverage ratio. The Loan Agreement also contains additional affirmative and negative covenants which, among other things, impose certain limitations on the company’s ability to merge with other companies, create liens on its property, incur additional indebtedness, enter into transactions with affiliates except on an arm’s length basis, dispose of property, or issue dividends or make distributions. At April 3, 2010, the company was in compliance with all covenants.

Revolving Credit Facilities

On January 28, 2009, the company entered into an unsecured financing arrangement with a foreign bank that provided a CAD 10.0 million (equivalent to approximately $9.9 million at April 3, 2010) revolving credit facility, for capital expenditures and general working capital, which expires on July 21, 2011. This facility consists of prime-based loans and overdrafts, bankers acceptances and U.S. base rate loans and overdrafts. At April 3, 2010, the company had approximately CAD 4.0 million (equivalent to $4.0 million at April 3, 2010) outstanding under the revolving credit facility and CAD 6.0 million (equivalent to approximately $5.9 million at April 3, 2010) available under the revolving credit facility at an interest rate of bankers acceptance rate plus 1.62% (2.12% as of April 3, 2010).

This agreement contains covenants that, among other matters, impose limitations on future mergers, sales of assets, 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, working capital, leverage and net worth. At April 3, 2010, the company was in compliance with all covenants.

The company also has an unsecured domestic financing arrangement, which expires on July 21, 2011, consisting of a credit agreement with banks that provides a $75.0 million revolving credit facility, with a potential to increase up to $125.0 million upon request of the company and agreement with the lenders,. At April 3, 2010, the company had available $75.0 million of borrowing capacity under the revolving credit facility at an interest rate of LIBOR plus 0.625% (0.87% as of April 3, 2010).

The domestic bank financing 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, working capital, leverage and net worth. At April 3, 2010, the company was in compliance with all covenants.

Other Obligations

The company also had $2.3 million outstanding in letters of credit at April 3, 2010. No amounts were drawn under these letters of credit at April 3, 2010.

The company started 2010 with $70.4 million of cash and cash equivalents. Net cash provided by operating activities was approximately $6.9 million for the first quarter of 2010 reflecting $15.5 million in net income and $9.3 million in non-cash adjustments (primarily $8.8 million in depreciation and amortization and $1.1 million in stock-based compensation) offset by $17.9 million in net changes to various operating assets and liabilities. Changes in various operating assets and liabilities (including short-term and long-term items) that impacted cash flows for the first quarter 2010 consisted of net increases in accounts receivables ($13.9 million), inventory ($4.5 million), prepaid expenses and other ($1.2 million), accrued payroll and severance ($2.1 million), accounts payable and accrued expenses ($2.0 million), partially offset by a decrease in accrued income taxes ($5.9 million). The company also made a $6.0 million contribution to its domestic pension plan during the first quarter of 2010.

Net cash provided by investing activities was approximately $2.3 million and included $4.5 million in proceeds from the sale of assets offset by $2.3 million in capital spending. The majority of the assets sales in the first quarter of 2010 resulted from the sale of the company’s land and building at its Utrecht, Netherlands location.

Net cash used in financing activities included net payments of debt of $4.4 million. The effects of exchange rate changes decreased cash and cash equivalents by approximately $2.0 million. The net cash provided by operating

18

activities and investing activities combined with the effects of exchange rate changes less net cash used in financing activities resulted in a $6.8 million increase in cash, which left the company with a cash and cash equivalents balance of approximately $77.1 million at April 3, 2010.

The ratio of current assets to current liabilities was 3.3 to 1 at the end of the first quarter of 2010 compared to 3.2 to 1 at year-end 2009 and 3.5 to 1 at the end of the first quarter of 2009. Days sales outstanding in accounts receivable was approximately 59 days at the end of the first quarter of 2010, compared to 57 days at the end of the first quarter of 2009 and 61 days at year-end 2009. Days inventory outstanding was approximately 57 days at the end of the first quarter of 2010 compared to 62 days at the year-end 2009 and 85 days at end of the first quarter of 2009.

Outlook

The company’s markets showed significant improvement in the first quarter of 2010 over the first quarter of 2009. Sequential improvement also continued over the fourth quarter of 2009. The electronic segment continues to improve reflecting continued growth of the company’s Asian market as well as economic recovery in North America and Europe. Automotive revenue has recovered substantially, and while the company expects further growth in Asia, the North American and European markets are much less robust. The electrical segment, excluding Startco, showed some improvement but generally remains slow, as this segment mainly serves the commercial construction markets, which seems to typically lag other markets. Startco results continue to grow as anticipated.

Over the past three years the company has implemented a phased transition to consolidate its manufacturing into fewer and lower-cost facilities. Most of these transitions have been completed. All are expected to be complete by the first quarter of 2011. The transitions have resulted in both a significantly improved cost structure and more efficient operations. The company believes these changes are beginning to reflect in both operating margin and expense improvements as a percent of revenue.

The overall improvement in the global economy also has caused increases to our commodity and transportation costs. The company anticipates these costs will have some effect on the manufacturing and operating results, but will be more than offset by the aforementioned efficiency improvements.

The company continues to invest in plant and infrastructure to further improve operating efficiency and increase capacity. Capital spending for 2010 is now expected to be approximately $20 million.

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 PSRLA. 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, 2010. 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, 2010.

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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 commodities.

Interest Rates

The company had $4.0 million in debt outstanding under revolving credit facilities at April 3, 2010, at variable rates. 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 small 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 Mexico, Canada, Germany, China, Taiwan and the Philippines. During the first quarter of 2010, sales to customers outside the U.S. were 69.8% 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, 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 long exposure is to the euro, with lesser long exposures to the Canadian dollar, Japanese yen and Korean won. The company’s most significant short exposures are to the Mexican peso, Philippine peso and Chinese yuan. 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 and also, from time to time, utilizes derivative instruments to hedge certain foreign currency exposures deemed to be material.

Commodities

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 and zinc, where at current prices and volumes, a 10% price change would affect pre-tax profit by approximately $1.5 million for copper and $0.9 million for zinc.

The cost of oil has increased during the first quarter of 2010. There is a risk that a return to high prices for oil and electricity during the remainder of 2010 could have an impact on the company’s transportation and utility expenses.

Item 4. Controls and Procedures.

As of April 3, 2010, 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. 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.

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PART II — OTHER INFORMATION

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 on February 26, 2010.

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, 2009 to April 30, 2010. The company did not repurchase any shares of its common stock during the first quarter of fiscal 2010, and 1,000,000 shares may yet be purchased under the program as of April 3, 2010.

Item 6. Exhibits.

Exhibit	Description
10.1	Amended and Restated, Littelfuse, Inc., Annual Incentive Plan
10.2	Littelfuse, Inc., Long Term Incentive Plan (filed as exhibit 10.1 to the company’s Current Report on Form 8-K dated May 5, 2010).
31.1	Certification of Gordon Hunter, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Philip G. Franklin, 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.

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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 3, 2010, to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.
Date: May 6, 2010	By	/s/ Philip G. Franklin
		Philip G. Franklin
		Vice President, Operations Support, Chief Financial Officer and Treasurer (As duly authorized officer and as the principal financial and accounting officer)

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EX-10.1

Exhibit 10.1

LITTELFUSE, INC.
ANNUAL INCENTIVE PLAN
restated effective January 1, 2010

     1. Establishment. On February 1, 2008, the Board of Directors of Littelfuse, Inc. “Littelfuse”, upon recommendation by the Compensation Committee of the Board of Directors, approved an incentive plan for executives and key employees of the Company as described herein, which plan was known as the “Littelfuse, Inc. 2008 Annual Incentive Plan.” The Plan was approved by the shareholders on April 25, 2008. This restatement of the Plan is hereby being approved by the Board of Directors of Littelfuse, effective January 1, 2010, to change the name of the Plan to the “Littelfuse, Inc. Annual Incentive Plan.”

     2. Purpose. The purpose of this Plan is to advance the interests of Littelfuse and its shareholders by attracting and retaining key employees, and by stimulating the efforts of such employees to contribute to the continued success and growth of the business of the Company.

     3. Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

     3.1 Award — a right granted by the Compensation Committee to Participants in the Plan to receive cash incentive payments upon the achievement by the Company of certain Performance Factors, subject to the provisions of the Plan.

     3.2 Base Salary — a Participant’s annualized base salary, as determined by the Compensation Committee, as of the time the determinations under Section 4.3 are made with respect to a Participant for a particular Performance Period.

     3.3 Code — the Internal Revenue Code of 1986, as it may be amended from time to time, and any proposed, temporary or final Treasury Regulations or other authoritative administrative guidance promulgated thereunder.

     3.4 Company — Littelfuse, Inc., a Delaware corporation, and its subsidiaries or affiliates, whether now or hereafter established.

     3.5 Compensation Committee — the Compensation Committee, a standing committee of the Board of Directors of Littelfuse, or such other committee as may be designated by the Board of Directors to administer the plan. At least two members of the Compensation Committee shall be “outside directors” within the meaning of Treasury Regulations §1.162-27(e)(3), and if there are other members of the Compensation Committee that are not outside directors as so defined, any grant to, or determination with respect to, a Named Executive shall be made by a subcommittee of the Compensation Committee composed only of the outside directors as so defined.

     3.6 Maximum Award — a dollar amount or a percentage of Base Salary, as determined by the Compensation Committee with respect to each Participant for each Performance Period, which represents the payment that the Participant will earn if the maximum level of the Participant’s Performance Factors is achieved.

     3.7 Named Executives — all Participants for a given Performance Period designated by the Compensation Committee as “Named Executives” for purposes of this Plan. The Compensation Committee may designate as a Named Executive for any Performance Period any Participant who it determines, in its discretion, may (i) be a “covered employee” under Treasury Regulations §1.162-27(c)(2), as interpreted by IRS Notice 2007-49, and (ii) receive total compensation in excess of $1,000,000, for that Performance Period.

     3.8 Other Participants — all Participants for a given Performance Period who are not designated as “Named Executives” by the Compensation Committee for such Performance Period.

     3.9 Participants — any management or key employee of the Company who is designated by the Compensation Committee during the first 90 days of a Performance Period as Participants in this Plan. Directors of the Company who are not also employees of the Company are not eligible to participate in the Plan. Participants shall be designated as either Named Executives or Other Participants by the Compensation Committee as provided in Section 4.3 below. A person who is hired by the Company, or promoted to a position in which he is eligible to be a Participant, during a Performance Period may also be designated as a Participant by the Compensation Committee at the time of hire or promotion, in which event the Performance Period for such Participant shall be the portion of the Performance Period remaining after the person is designated a Participant, and Compensation Committee shall establish the terms of such Participant’s Award at the time the person is designated as a Participant, but in no event after the expiration of 25 percent of the days in the Participant’s Performance Period.

     3.10 Performance Factor —P the performance goals selected by the Compensation Committee for each Participant with respect to each Performance Period, the achievement of which shall determine the amount of the Participant’s Award for the Performance Period, as follows:

(a)

The Performance Factors for each Named Executive shall be objective and shall be based solely upon one or more of the following business criteria, which may apply to the individual in question, an identifiable business unit or the Company as a whole, and on an annual or other periodic or cumulative basis: (i) sales values, (ii) margins (including profit, operating profit, or gross margins), (iii) volume, (iv) cash flow, (v) stock price, (vi) market share, (vii) revenue, (viii) sales, (ix) earnings per share (either primary or fully diluted), (x) profits, (xi) net income, (xii) cash from operations, (xiii) net operating profit after taxes, (xiv) pre-tax earnings, (xv) operating earnings; (xvi) earnings before interest and taxes, (xvii) earnings before interest, taxes, and depreciation and/or amortization, (xviii) return on equity, (xix) return on assets (including return on net assets or net tangible assets), (xx) return on sales, (xxi) return on capital employed, (xxii) economic value added, or (xxiii) total shareholder return (in each case, whether compared to pre-selected peer groups or not).

(b)

The Performance Factors for Other Participants may include any of the criteria listed in Section 3.10(a), and may also include such other business criteria as the Compensation Committee may determine to be appropriate, which may include

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financial and nonfinancial performance goals that are linked to such individual’s business unit or the Company as a whole or to such individual’s areas of responsibility, and which may include subjective determinations by the Compensation Committee or the Other Participant’s superiors.

(c) The Compensation Committee shall provide the manner in which any Performance Factor shall be adjusted to the extent necessary to prevent dilution or enlargement of any Award as a result of extraordinary events or circumstances, as determined by the Compensation Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction; provided, however, that no such adjustment will be made if the effect of such adjustment would cause the Named Executive’s Award to fail to qualify as “performance based compensation” within the meaning of Section 162(m) of the Code.

     3.11 Performance Period — each consecutive twelve-month period commencing on January 1 of each year during the term of this Plan, beginning with January 1, 2008, or a portion of such twelve month period with respect to a person who becomes a Participant during such period as provided in the last sentence of Section 3.9.

     3.12 Plan — this Littelfuse, Inc. Annual Incentive Plan.

     3.13 Target Award — a dollar amount or a percentage of Base Salary, as determined by the Compensation Committee with respect to each Participant for each Performance Period, which represents the payment that the Participant will earn if the target level of the Participant’s Performance Factors is achieved.

     3.14 Threshold Award — a dollar amount or a percentage of Base Salary, as determined by the Compensation Committee with respect to each Participant for each Performance Period, which represents the payment that the Participant will earn if the threshold level of the Participant’s Performance Factors is achieved.

     4. Administration.

     4.1 Power and Authority of Compensation Committee. The Plan shall be administered by the Compensation Committee. The Compensation Committee shall have full power and authority, subject to all the applicable provisions of the Plan and applicable law, to (a) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan, and (c) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Compensation Committee pursuant to the Plan or any instrument or

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agreement relating to the Plan shall be (i) within the sole discretion of the Compensation Committee, (ii) may be made at any time and (iii) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants, and their legal representatives and beneficiaries, and employees of the Company.

     4.2 Delegation. The Compensation Committee may delegate its powers and duties under the Plan to one or more officers of the Company or a committee of such officers, subject to such terms, conditions and limitations as the Compensation Committee may establish in its sole discretion; provided, however, that the Compensation Committee shall not delegate its power (a) to make grants to or determinations (including certification pursuant to Section 4.4) regarding officers of the Company who are subject to Section 16 of the 1934 Act or (b) in such a manner as would cause the Plan not to comply with the provisions of Section 162(m) of the Code.

     4.3 Determinations at the Outset of Each Performance Period. On or before the 90th day of each Performance Period, the Compensation Committee shall:

     (a) designate all Participants (including designation as Named Executives or Other Participants) for such Performance Period;

     (b) establish a Threshold Award, Target Award and Maximum Award for each Participant; and

     (c) with respect to each Participant, establish one or more Performance Factors and a formula to determine the amount of the Award that will be earned at different levels of achievement of the Performance Factors. For a Named Executive, the terms of the Award shall be such that an outside party, with knowledge of all relevant factors, could calculate the amount of the Award (subject to the Compensation Committee’s authority to exercise negative discretion to reduce the amount of the Award as provided in Section 5.2(a).

     4.4 Certification. Following the close of each Performance Period and prior to payment of any amount to any Participant under the Plan, the Compensation Committee must certify in writing which of the applicable Performance Factors for that Performance Period (and the corresponding Award amounts) have been achieved and certify as to the attainment of all other factors upon which any payments to a Participant for that Performance Period are to be based. Such certification shall be made in time to permit payments to be made not later than the fifteenth day of the third month following the end of the Performance Period.

     4.5 Shareholder Approval. The material terms of this Plan were disclosed to and approved by shareholders of the Company in accordance with Section 162(m) of the Code at the annual meeting of shareholders held on April 25, 2008. No amount was payable to any Named Executive under this Plan unless such shareholder approval was been obtained, and if the shareholders failed to approve the Plan all Awards previously made to Named Executives would have been null and void.

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     5. Incentive Payment.

     5.1 Formula. Subject to the remaining provisions of this Plan, each Participant shall receive an incentive payment for each Performance Period in the amount determined by the extent to which his Performance Factors have been achieved under the terms of his Award.

     5.2 Limitations.

     (a) Discretionary Increase or Reduction. The Compensation Committee shall retain sole and absolute discretion to increase or reduce the amount of any incentive payment otherwise payable to any Participant under this Plan, but may not increase the payment to any Named Executive for any Performance Period.

     (b) Continued Employment. Except as otherwise provided by the Compensation Committee, no incentive payment under this Plan with respect to a Performance Period shall be paid or owed to a Participant whose employment terminates prior to the last day of such Performance Period. In the event that a Participant dies, becomes permanently disabled, or is terminated by the Company without cause, during the Performance Period, the Compensation Committee may, but shall not be obligated to, provide for the payment of an appropriate portion (as determined by the Compensation Committee in its sole discretion) of such Participant’s Award for the Performance Period.

     (c) Maximum Payments. No Participant shall receive a payment under this Plan for any Performance Period in excess of $2,000,000.00.

     6. Benefit Payments.

     6.1 Time and Form of Payments. All payments of Awards pursuant to the Plan shall be made not later than the fifteenth day of the third month following the end of the Performance Period; provided that the Compensation Committee may permit Participants to elect to defer payment of their Awards pursuant to a deferred compensation plan established by the Company that satisfies the requirements of Section 409A of the Code. All such deferral elections shall be made not later than the last day immediately prior to the commencement of the Performance Period, and shall be irrevocable, except as otherwise provided by the terms of such deferred compensation plan and permitted by Section 409A; provided that the Compensation Committee may permit a deferral election to be made either within thirty (30) days after a Participant first becomes eligible to participate in any elective deferred compensation plan of the Company (in which event the election shall apply only to the portion of the Award earned after the date of the election), or not later than six (6) months prior to the end of the Performance Period if the Compensation Committee determines (taking into account the terms of any employment or other agreement that may affect the payment of the Award) that an Award constitutes qualified performance based compensation for purposes of Section 409A.

     6.2 Nontransferability. Except as otherwise determined by the Compensation Committee, no right to any incentive payment hereunder, whether payable in cash, shares or other property, shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that if so determined by the Compensation Committee, a Participant may, in the manner established by the Compensation Committee

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designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any cash, shares or property hereunder upon the death of the Participant. No right to any incentive payment hereunder may be pledged, attached or otherwise encumbered, and any purported pledge, attachment or encumbrance thereof shall be void and unenforceable against the Company.

     6.3 Tax Withholding. In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Compensation Committee may establish such policy or policies as it deems appropriate with respect to such laws and regulations, including without limitation, the establishment of policies to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from such Participant.

     7. Amendment and Termination; Adjustments. Except to the extent prohibited by applicable law and unless otherwise expressly provided in the Plan:

     (a) Amendments to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan, without the approval of the shareholders of the Company, except that no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval, would violate the rules or regulations of NASDAQ or the National Association of Securities Dealers, Inc. that are applicable to the Company, or cause Awards granted to Named Executives to fail to qualify as qualified performance based compensation for purposes of Section 162(m) of the Code.

     (b) Waivers of Incentive Payment Conditions or Rights. The Compensation Committee may waive any conditions of or rights of the Company under any right to an incentive payment hereunder, prospectively or retroactively.

     (c) Limitation on Amendments to Incentive Payment Rights. Neither the Compensation Committee nor the Company may amend, alter, suspend, discontinue or terminate any rights to an incentive payment, prospectively or retroactively, without the consent of the Participant or holder or beneficiary thereof, except as otherwise herein provided.

     (d) Correction of Defects, Omissions and Inconsistencies. The Compensation Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry the Plan into effect.

     8. Miscellaneous.

     8.1 Effective Date. This Plan shall be deemed effective, subject to shareholder approval, as of the date on which it is approved by the Board of Directors of Littelfuse.

     8.2 Term of the Plan. Unless the Plan shall have been discontinued or terminated, the Plan shall terminate on the fifth anniversary of the date on which it is approved by the shareholders of Littelfuse. No right to receive an incentive payment shall be granted after the termination of the Plan. However, unless otherwise expressly provided in the Plan, any right to receive an incentive payment theretofore granted may extend beyond the termination of the Plan,

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and the authority of the Board of Directors and Compensation Committee to amend or otherwise administer the Plan shall extend beyond the termination of the Plan.

     8.3 Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

     8.4 Applicability to Successors. This Plan shall be binding upon and inure to the benefit of the Company and each Participant, the successors and assigns of the Company, and the beneficiaries, personal representatives and heirs of each Participant. If the Company becomes a party to any merger, consolidation or reorganization, this Plan shall remain in full force and effect as an obligation of the Company or its successors in interest.

     8.5 Employment Rights and Other Benefit Programs. The provisions of this Plan shall not give any Participant any right to be retained in the employment of the Company. In the absence of any specific agreement to the contrary, this Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate, with or without cause, any Participant’s employment at any time. This Plan shall not replace any contract of employment, whether oral or written, between the Company and any Participant, but shall be considered a supplement thereto. This Plan is in addition to, and not in lieu of, any other employee benefit plan or program in which any Participant may be or become eligible to participate by reason of employment with the Company. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan.

     8.6 No Trust or Fund Created. This Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any affiliate pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company or of any affiliate.

     8.7 Governing Law. The validity, construction and effect of the Plan or any incentive payment payable under the Plan shall be determined in accordance with the laws of the State of Delaware.

     8.8 Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Compensation Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.

     8.9 Certain Tax Matters. All of the terms and conditions of the Plan shall be interpreted in such a fashion as to qualify all compensation paid to a Named Executive hereunder as “qualified performance-based compensation” within the meaning of Section 162(m) of the

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Code, and so that no payments constitute deferred compensation subject to Section 409A of the Code unless a Participant elects to defer a payment pursuant to a deferred compensation plan.

     This restated Plan is hereby approved this            day of February, 2010.

Littelfuse, Inc.
By:
	Ryan K. Stafford

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Gordon Hunter, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Littelfuse Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The 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

5. 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, 2010

/s/ GORDON HUNTER  

Gordon Hunter 

Chairman, President and
Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Philip G. Franklin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Littelfuse Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The 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

5. 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, 2010

/s/ PHILIP G. FRANKLIN  

Philip G. Franklin 

Vice President, Operations Support,
Chief Financial Officer and Treasurer 

EX-32.1

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 3, 2010 (“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/ PHILIP G. FRANKLIN
Gordon Hunter	Philip G. Franklin
Chairman, President and	Vice President, Operations Support,
Chief Executive Officer	Chief Financial Officer and Treasurer