8-K

United States
Securities and Exchange Commission

Washington, D.C. 20579

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) — October 31, 2007

Littelfuse, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20388	36-3795742
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 E. Northwest Hwy., Des Plaines, IL 60016
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 824-1188

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
Signature
Exhibit Index
Press Release

Item 7.01 Regulation FD Disclosure

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 — Results of Operations and Financial Condition of Form 8-K and is being presented under Item 7.01 of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

On October 31, 2007, Littelfuse, Inc. issued a press release announcing the results of its operations for the third quarter ended September 29, 2007. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 7.01 as if fully set forth herein.

The press release attached to this Form 8-K includes forward looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Registrant.

These forward looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward looking statements will not be achieved. The Registrant cautions you not to place undue reliance on these forward looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.

A copy of this press release is also posted on the Registrant’s website.

Item 9.01 Financial Statements and Exhibits

d) Exhibits.

99.1 Press Release, dated October 31, 2007

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.
Date: October 31, 2007	By:	/s/ Philip G. Franklin
		Philip G. Franklin
		Vice President, Operations Support and Chief Financial Officer

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Exhibit Index

99.1 Press release, dated October 31, 2007

EX-99.1

Exhibit 99.1

CONTACT: Phil Franklin,
Vice President, Operations Support & CFO (847) 391-0566

LITTELFUSE REPORTS THIRD QUARTER RESULTS

     DES PLAINES, Illinois, October 31, 2007 — Littelfuse, Inc. (NASDAQ/NGS:LFUS) today reported sales and earnings for the third quarter of 2007.

Third Quarter Highlights

• Sales for the third quarter of 2007 were $140.2 million. This was up 9% from the second quarter of 2007 compared to guidance of a 4% to 8% sequential increase.

• Diluted earnings were $0.64 per share, including a one-time gain on the sale of excess land in Ireland and restructuring charges related to plant shutdowns. Excluding these special items, diluted earnings per share were $0.48, compared to guidance of $0.41 to $0.46 (see supplemental information).

• The restructuring charges were for additional severance expenses related to the Ireland plant closure (due primarily to exchange rate changes) and pension expense in accordance with FAS 88, resulting from the settlement of the U.K. pension plan.

• The tax rate for the third quarter of 2007 dropped to 27.9% due to higher earnings in low-tax jurisdictions (primarily in Asia) and a one-time benefit from tax reserve adjustments.

• Sales for the third quarter of 2007 were down 2% compared to the third quarter of 2006, due to lower electronics sales in all regions partially offset by growth in automotive and electrical. Electronics sales declined 9% compared to the prior-year quarter due primarily to the distributor inventory build-up that occurred in the prior year. Continued weakness in parts of the telecom segment also contributed to the decline. Automotive sales increased 12% due to growth in all regions and favorable currency effects. Electrical sales increased 15% primarily due to strong end-market demand and price realization.

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• Cash flow from operating activities was $15.3 million for the third quarter, which was the strongest quarter so far this year, despite almost $7 million of funding for the U.S., U.K. and Ireland pension plans. This strong cash flow was due to improved profitability and a $6 million reduction in inventory. Gross capital expenditures increased as expected to $13.1 million for the third quarter, primarily reflecting expenditures related to the planned manufacturing transfers to Mexico, China and the Philippines.

• Capacity utilization for electronics for the third quarter of 2007 improved from the mid 70s to the low 80s.

• The book-to-bill ratio for electronics for the third quarter of 2007 was .98 and backlog going into the fourth quarter was solid. As is typical, order rates have slowed somewhat in the fourth quarter.

     “We are pleased with the strong performance in the electrical and automotive businesses for the third quarter,” said Gordon Hunter, Chief Executive Officer. “After several quarters of weakness, electronics sales bounced back during the quarter, confirming our previous statement that the electronic inventory correction is behind us.”

Fourth Quarter Outlook

• Sales for the fourth quarter of 2007 are expected to follow the usual seasonal pattern and decline approximately 5% sequentially.

• The sales decline, coupled with December plant shutdowns and higher costs related to manufacturing transfers, is expected to result in a sequential gross margin decline of about 100 basis points.

• The tax rate for the fourth quarter should return to a more normal rate of approximately 32%.

• Diluted earnings per share for the fourth quarter of 2007 are expected to be approximately $0.33 to $0.37.

Future Outlook

• Sales for 2008 are expected to increase 6% to 8% over 2007.

• Gross margin for 2008 is expected to be approximately flat with 2007, as volume leverage and cost savings will be offset by higher transfer costs and price erosion.

• Diluted earnings per share are expected to be in the range of $1.80 to $1.90.

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     “A primary focus area for the next two years will be executing on our three major manufacturing transfer programs,” said Phil Franklin, Chief Financial Officer. “We are firmly committed to keeping these projects on schedule, maintaining customer delivery schedules throughout the transfer process and ensuring that the planned $30 million of cost savings is achieved. As we have discussed previously, we will be incurring additional costs to ensure the success of these projects. These costs include retention bonuses for key employees, hiring and training costs, redundant factory overhead, additional depreciation for ‘swing’ equipment and equipment move costs. Our latest plan calls for these costs to peak in 2008 at about $3 million per quarter.”

     “In 2009, transfer-related costs will begin to decrease and project savings will ramp up,” said Franklin. “Margins should improve significantly as the year progresses. Our current plan calls for 2009 diluted earnings to be approximately $2.50 per share.”

Conference Call Webcast Information

     Littelfuse will host a conference call today, Wednesday, October 31, 2007 at 11:00 a.m. Eastern/10:00 a.m. Central time to discuss the third quarter results. The call will be broadcast live over the Internet and can be accessed through the company’s Web site: www.littelfuse.com. Listeners should go to the Web site at least 15 minutes prior to the call to download and install any necessary audio software. The call will be available for replay through December 31, 2007 and can be accessed through the Web site listed above.

About Littelfuse

     As the worldwide leader in circuit protection products and solutions with annual sales of $534.9 million in 2006, the Littelfuse portfolio is backed by industry leading technical support, design and manufacturing expertise. Littelfuse products are vital components in virtually every product that uses electrical energy, including automobiles, computers, consumer electronics, handheld devices, industrial equipment, and telecom/datacom circuits. Littelfuse offers Teccor^®, Wickmann^® and Pudenz^® brand circuit protection products. In addition to its Des Plaines, Illinois, world headquarters, Littelfuse has sales, distribution, manufacturing and engineering facilities in Brazil, China, England, Germany, Hong Kong, India, Ireland, Japan, Korea, Mexico, the Netherlands, the Philippines, Singapore, Taiwan and the U.S.

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     For more information, please visit Littelfuse’s web site at www.littelfuse.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.
Any forward looking statements contained herein involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, exchange rate fluctuations, actual purchases under agreements, the effect of the company’s accounting policies, labor disputes, restructuring costs in excess of expectations and other risks which may be detailed in the company’s Securities and Exchange Commission filings.

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LITTELFUSE, INC.
Sales by Geography and Market
(Dollars in millions)

	Third Quarter							Year-to-Date
	2007		2006		% Change			2007		2006		% Change
Geography
Americas	$	52.9	$	55.4		(5	)%	$	155.5	$	167.9		(7	)%
Europe		28.2		27.9		1	%		88.8		84.7		5	%
Asia-Pacific		59.1		60.1		(2	)%		156.9		154.4		2	%
Total	$	140.2	$	143.4		(2	)%	$	401.2	$	407.0		(1	)%

	Third Quarter							Year-to-Date
	2007		2006		% Change			2007		2006		% Change
Market
Electronics	$	92.4	$	101.1		(9	)%	$	260.7	$	279.9		(7	)%
Automotive		33.9		30.2		12	%		101.5		92.8		9	%
Electrical		13.9		12.1		15	%		39.0		34.3		14	%
Total	$	140.2	$	143.4		(2	)%	$	401.2	$	407.0		(1	)%

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LITTELFUSE, INC.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)

	September 29, 2007			December 30, 2006
Assets
Current assets:
Cash and cash equivalents	$	57,716		$	56,704
Accounts receivable		90,166			83,901
Inventories		59,990			65,961
Deferred income taxes		15,309			12,382
Prepaid expenses and other current assets		14,566			9,821
Total current assets		237,747			228,769
Property, plant, and equipment:
Land		12,323			10,916
Buildings		47,528			45,518
Equipment		265,428			285,758
		325,279			342,192
Accumulated depreciation		(189,566	)		(216,676	)
Net property, plant and equipment		135,713			125,516
Intangible assets, net of amortization:
Patents, licenses and software		9,464			10,118
Distribution network		14,164			15,209
Trademarks and tradenames		1,283			1,321
Goodwill		72,545			67,500
		97,456			94,148
Investments		6,339			5,231
Deferred income taxes		8,661			9,746
Other assets		1,309			1,556
Total assets	$	487,225		$	464,966
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	26,815		$	23,334
Accrued payroll		16,546			22,468
Accrued expenses		14,173			12,579
Accrued severance		17,949			10,670
Accrued income tax		4,251			4,656
Current portion of long-term debt		6,565			24,328
Total current liabilities		86,299			98,035
Long-term debt, less current portion		1,355			1,785
Accrued severance		11,191			18,879
Accrued post-retirement benefits		24,074			27,971
Other long-term liabilities		11,294			14,488
Minority interest		143			143
Shareholders’ equity		352,869			303,665
Total liabilities and shareholders’ equity	$	487,225		$	464,966
Common shares issued and outstanding of 22,363,173 and 22,110,674, at September 29, 2007, and December 30, 2006, respectively

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LITTELFUSE, INC.
Consolidated Statements of Income
(in thousands, except per share data, unaudited)

	For the Three Months Ended						For the Nine Months Ended
	Sept 29,			Sept 30,			Sept 29,			Sept 30,
	2007			2006			2007			2006
Net sales	$	140,215		$	143,471		$	401,178		$	407,023
Cost of sales		93,926			96,386			272,297			283,849
Gross profit		46,289			47,085			128,881			123,174
Selling, general and administrative expenses		27,578			29,174			76,938			83,595
Research and development expenses		5,644			4,634			16,237			14,099
Gain on sale of Ireland property		(8,037	)		—			(8,037	)		—
Amortization of intangibles		877			909			2,413			2,020
Operating income		20,227			12,368			41,330			23,460
Interest expense		207			480			1,037			1,252
Other expense (income), net		195			(117	)		(690	)		(1,627	)
Earnings from continuing operations before income taxes		19,825			12,005			40,983			23,835
Income taxes		5,531			2,645			12,086			5,243
Earnings from continuing operations		14,294			9,360			28,897			18,592
Discontinued operations (net of tax)		—			—			—			588
Net income	$	14,294		$	9,360		$	28,897		$	19,180
Net income per share:
Basic:
Continuing operations	$	0.64		$	0.42		$	1.30		$	0.83
Discontinued operations	$	—		$	—		$	—		$	0.03
Net income	$	0.64		$	0.42		$	1.30		$	0.86
Diluted:
Continuing operations	$	0.64		$	0.42		$	1.29		$	0.82
Discontinued operations	$	—		$	—		$	—		$	0.03
Net income	$	0.64		$	0.42		$	1.29		$	0.85
Weighted average shares and equivalent shares outstanding:
Basic		22,359			22,347			22,272			22,308
Diluted		22,499			22,504			22,445			22,440

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

	For the Three Months Ended						For the Nine Months Ended
	Sept 29,			Sept 30,			Sept 29,			Sept 30,
	2007			2006			2007			2006
Operating activities:
Net income	$	14,294		$	9,360		$	28,897		$	19,180
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		6,358			8,299			18,503			23,199
Amortization of intangibles		877			909			2,413			2,020
Stock-based compensation		1,161			1,199			3,795			3,903
Gain on sale of Ireland property, net of tax		(4,851	)		—			(4,851	)		—
Changes in operating assets and liabilities:
Accounts receivable		(5,357	)		(3,292	)		(5,356	)		(13,914	)
Inventories		6,005			(104	)		7,182			392
Accounts payable and accrued expenses		1,062			3,409			(7,350	)		24,975
Accrued taxes		(3,104	)		(4,214	)		(7,559	)		(6,289	)
Prepaid expenses and other		(1,178	)		98			(4,400	)		900
Net cash provided by operating activities		15,267			15,664			31,274			54,366
Investing activities:
Purchases of property, plant and equipment		(13,126	)		(4,716	)		(26,215	)		(14,116	)
Purchase of businesses, net of cash acquired		(4,519	)		(6,116	)		(4,507	)		(37,642	)
Sale of business and property, plant and equipment		8,593			—			8,593			11,574
Net cash used in investing activities		(9,052	)		(10,832	)		(22,129	)		(40,184	)
Financing activities:
Proceeds from debt		11,200			12,415			41,700			35,273
Payments of debt		(11,841	)		(10,637	)		(59,866	)		(35,935	)
Notes receivable, common stock		—			—			—			7
Proceeds from exercise of stock options		141			1,607			6,205			5,984
Excess tax benefit on share-based compensation		1,005			408			1,005			408
Purchase of treasury stock		—			(652	)		—			(652	)
Net cash (used in) provided by financing activities		505			3,141			(10,956	)		5,085
Effect of exchange rate changes on cash		1,756			136			2,823			1,675
Increase in cash and cash equivalents		8,476			8,109			1,012			20,942
Cash and cash equivalents at beginning of period		49,240			34,780			56,704			21,947
Cash and cash equivalents at end of period	$	57,716		$	42,889		$	57,716		$	42,889

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LITTELFUSE, INC.
Supplemental Information
(in thousands, except per share data, unaudited)

	For the three months ended
	Sept 29, 2007			Sept 30, 2006
Net sales	$	140,215		$	143,471
Cost of sales		93,926			96,386
Special items (1)		(475	)		(2,161	)
Adjusted cost of sales		93,451			94,225
Adjusted gross profit		46,764			49,246
% of sales		33.4	%		34.3	%
Operating expenses		26,062			34,717
Special items (2)		5,963			(1,730	)
Adjusted operating expenses		32,025			32,987
% of sales		22.8	%		23.0	%
Adjusted operating income		14,739			16,259
% of sales		10.5	%		11.3	%
Interest/other (income) expense		402			363
Special items (3)		(745	)		—
Adjusted interest/other (income) expense		(343	)		363
Adjusted income before tax		15,082			15,896
Adjusted income tax expense		4,208			5,087
Effective rate		27.9	%		32.0	%
Adjusted net income	$	10,874		$	10,809
Adjusted earnings per share	$	0.48		$	0.48
Diluted shares		22,499			22,504

Note: The Company believes that adjusted operating income is more indicative of the Company’s ongoing operating performance than GAAP operating income since it excludes gains on asset sales and special charges that are related to closure of legacy operations.

Special Charges:

(1)	Special items primarily relate to Ireland severance for the periods ending September 29 and June 30, 2007, and to the movement of the Chicago-area production and distribution for the period ended March 31, 2007. Special items for the period ended September 30, 2006, primarily relate to asset write-downs and accrued employee-related cost pursuant to contract obligations.
(2)	Special items primarily relate to the gain on the Ireland land sale and for a one-time pension adjustment for the period ended September 29, 2007, termination costs for former Heinrich European sales representatives for the period ending June 30, 2007, and Des Plaines severance for the period ending March 31, 2007. Special charges for the period ended September 30, 2006, relate to asset write-downs and accrued employee-related cost pursuant to contract obligations.
(3)	Special items relate to foreign currency exchange effect for the Ireland LT severance adjustments for the period ended September 29, 2007.

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