10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

OR

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

Commission file number 0-20388

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3795742
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)
8755 W. Higgins Road, Suite 500
Chicago, Illinois	60631
(Address of principal executive offices)	(Zip Code)

(773) 628-1000

(Registrant’s telephone number, including area code)

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

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

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

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

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

As of July 27, 2012, 21,832,874 shares of common stock, $.01 par value, of the registrant were outstanding.

TABLE OF CONTENTS

PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements.	Page
	Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011	1
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2012 and July 2, 2011 (unaudited)	2
	Consolidated Statements of Cash Flows for the periods ended June 30, 2012 and July 2, 2011 (unaudited)	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Conditionand Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4.	Controls and Procedures.	20
PART II -	OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signatures		23

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LITTELFUSE, INC.

Condensed Consolidated Balance Sheets

(In thousands of USD, except share amounts)

	June 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	168,818		$	164,016
Short-term investments		5,475			13,997
Accounts receivable, less allowances		115,874			92,088
Inventories		80,829			75,575
Deferred income taxes		11,302			11,895
Prepaid expenses and other current assets		14,564			14,219
Assets held for sale		6,234			6,592
Total current assets		403,096			378,382
Property, plant and equipment:
Land		4,945			4,888
Buildings		53,811			52,730
Equipment		295,805			281,521
		354,561			339,139
Accumulated depreciation		(238,487	)		(220,255	)
Net property, plant and equipment		116,074			118,884
Intangible assets, net of amortization:
Patents, licenses and software		9,813			10,753
Distribution network		18,031			19,307
Customer lists, trademarks and tradenames		13,825			14,523
Goodwill		131,713			115,697
Investments		27,508			14,867
Deferred income taxes		3,174			4,191
Other assets		2,136			1,820
Total assets	$	725,370		$	678,424
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	28,477		$	19,934
Accrued payroll		21,122			23,048
Accrued expenses		8,294			8,861
Accrued severance		1,417			1,843
Accrued income taxes		11,901			10,591
Current portion of long-term debt		85,242			85,000
Total current liabilities		156,453			149,277
Accrued post-retirement benefits		10,471			15,292
Other long-term liabilities		11,775			12,752
Total equity		546,671			501,103
Total liabilities and equity	$	725,370		$	678,424

Common shares issued and outstanding of 21,878,262 and 21,552,529, at June 30, 2012, and December 31, 2011, respectively.

See accompanying notes.

1

LITTELFUSE, INC.

Consolidated Statements of Comprehensive Income

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

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net sales	$	175,853		$	176,615		$	336,431		$	343,775
Cost of sales		106,291			106,621			206,007			209,078
Gross profit		69,562			69,994			130,424			134,697
Selling, general and administrative expenses		31,189			28,441			59,598			55,836
Research and development expenses		4,887			4,662			10,048			9,457
Amortization of intangibles		1,390			1,600			2,858			3,195
		37,466			34,703			72,504			68,488
Operating income		32,096			35,291			57,920			66,209
Interest expense		421			521			844			857
Other (income) expense, net		(757	)		(11	)		(656	)		(37	)
Income before income taxes		32,432			34,781			57,732			65,389
Income taxes		8,828			9,512			16,239			18,542
Net income	$	23,604		$	25,269		$	41,493		$	46,847
Net income per share:
Basic	$	1.08		$	1.13		$	1.91		$	2.12
Diluted	$	1.07		$	1.11		$	1.88		$	2.08
Weighted average shares and equivalent shares outstanding:
Basic		21,778			22,191			21,693			22,034
Diluted		22,074			22,590			22,004			22,460
Comprehensive income	$	15,323		$	28,943		$	42,354		$	61,828

See accompanying notes.

2

LITTELFUSE, INC.

Consolidated Statements of Cash Flows

(In thousands of USD, unaudited)

	For the Six Months Ended
	June 30, 2012			July 2, 2011
OPERATING ACTIVITIES:
Net income	$	41,493		$	46,847
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		12,659			12,311
Amortization of intangibles		2,858			3,195
Stock-based compensation		3,725			3,040
Non-cash inventory charge		205			3,678
Excess tax benefit on share-based compensation		(2,246	)		(3,685	)
Loss (gain) on sale of assets		60			(100	)
Changes in operating assets and liabilities:
Accounts receivable		(21,679	)		(18,886	)
Inventories		(2,150	)		(1,475	)
Accounts payable		7,173			5,851
Accrued expenses (including post-retirement)		(6,930	)		581
Accrued payroll and severance		(3,163	)		(7,437	)
Accrued taxes		1,093			2,888
Prepaid expenses and other		(521	)		(739	)
Net cash provided by operating activities		32,577			46,069
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(6,747	)		(10,559	)
Acquisition of business, net of cash acquired		(23,521	)		50
Purchase of investment		(10,000	)		—
Purchase of short-term investments		(4,616	)		—
Proceeds from sales of short-term investments		12,401			—
Proceeds from sale of assets		441			253
Net cash used in investing activities		(32,042	)		(10,256	)
FINANCING ACTIVITIES:
Proceeds from debt		17,000			85,000
Payments of term debt		—			(49,000	)
Payments of revolving credit facility		(17,500	)		(40,000	)
Debt issuance costs		—			(716	)
Cash dividends paid		(7,806	)		(6,613	)
Proceeds from exercise of stock options		10,698			20,673
Excess tax benefit on share-based compensation		2,246			3,685
Net cash provided by financing activities		4,638			13,029
Effect of exchange rate changes on cash and cash equivalents		(371	)		5,362
Increase in cash and cash equivalents		4,802			54,204
Cash and cash equivalents at beginning of period		164,016			109,720
Cash and cash equivalents at end of period	$	168,818		$	163,924

See accompanying notes.

3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Littelfuse, Inc. and its subsidiaries (the “company”) have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information. Accordingly, certain information and disclosures normally included in the statement of financial information, results of operations and cash flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 29, 2012. 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 December 31, 2011. The company evaluated subsequent events through the date of its financial statements when filed with the Securities and Exchange Commission (“SEC”).

2. Acquisition of Businesses

On December 17, 2010, the company acquired the Cole Hersee Company (“Cole Hersee”), a leading manufacturer of power management products and heavy duty electromechanical and solid-state switches, for approximately $50.0 million. The acquisition allows the company to further expand its off-road, truck and bus business. Cole Hersee is located in Boston, Massachusetts with manufacturing operations in Melchor Muzquiz, Mexico. The company funded the acquisition with available cash.

The following table sets forth the final purchase price allocation for Cole Hersee’s net assets in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values.

Cole Hersee final purchase price allocation (in thousands):
Cash	$	1,708
Current assets, net		17,628
Property, plant and equipment, net		5,368
Customer list		10,700
Distribution network		500
Trademarks		2,900
Goodwill		15,564
Other assets		533
Current liabilities		(2,575	)
Other long-term liabilities		(2,376	)
	$	49,950

All Cole Hersee goodwill and other assets and liabilities were recorded in the Automotive business unit segment and reflected in the Americas geographical area. The customer list is being amortized over 13 years. The distribution network is being amortized over five years.  The trademarks are being amortized over 10 years. Goodwill for the above acquisition is expected to be deductible for tax purposes.

As required by purchase accounting rules, the company recorded a $3.7 million step-up of inventory to its fair value as of the acquisition date. During the first quarter of 2011, as the inventory was sold, cost of goods sold included $3.7 million of non-cash charges for this step-up.

On August 3, 2011, the company acquired 100% of Selco A/S (“Selco”), a manufacturer of relays and generator controls for the marine industry, for approximately $11.1 million. The acquisition allows the company to further expand its global relay business within its Electrical business unit segment. Selco is located in Roskilde, Denmark with a sales office located in Dubai, United Arab Emirates. The company funded the acquisition with available cash.

4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Acquisition of Businesses, continued

The following table sets forth the purchase price allocation for Selco’s acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values.

Selco’s purchase price allocation (in thousands):
Cash	$	5
Current assets, net		3,815
Property, plant and equipment, net		183
Distribution network		3,547
Trademarks		389
Patents and licenses		1,439
Goodwill		6,303
Current liabilities		(4,549	)
	$	11,132

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

As required by purchase accounting rules, the company recorded a $0.7 million step-up of inventory to its fair value as of the acquisition date. During the fourth quarter of 2011, as this inventory was sold, cost of goods sold included $0.5 million of non-cash charges for this step-up. The remaining $0.2 million was included in cost of goods sold for the three months ended March 31, 2012.

On May 31, 2012, the company acquired 100% of ACCEL AB (“Accel”), a manufacturer of advanced electromechanical products, including sensors and switches primarily for the automotive industry, for approximately $23.9 million. The acquisition allows the company to expand its automotive product offering and establish a presence in the growing automotive sensor market within its Automotive business unit segment. Accel is based in Vänersborg, Sweden with a manufacturing facility located in Kaunas, Lithuania. The company funded the acquisition with available cash.

The following table sets forth the preliminary purchase price allocation for Accel acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values. The preliminary purchase price allocation reflected below is based on initial internal estimates as an external valuation has been commenced but is not yet available due to the recent date of the acquisition.

Accel’s preliminary purchase price allocation (in thousands):
Cash	$	344
Current assets, net		8,282
Property, plant and equipment, net		2,367
Other assets		5
Goodwill		7,952
Other intangibles		8,928
Current liabilities		(4,013	)
	$	23,865

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Acquisition of Businesses, continued

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

Pro forma financial information is not presented for the company’s business acquisitions described above due to amounts not being material.

3. Inventories

The components of inventories at June 30, 2012 and December 31, 2011 are as follows (in thousands):

	June 30, 2012		December 31, 2011
Raw material	$	25,916	$	26,919
Work in process		16,172		10,704
Finished goods		38,741		37,952
Total inventories	$	80,829	$	75,575

4. 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 €9.2 million (approximately $11.5 million) at June 30, 2012 and €6.8 million (approximately $8.9 million) at December 31, 2011, based on the quoted market price at the close of business corresponding to each date. Included in Other Comprehensive Income (Loss), for the six months ended June 30, 2012, is an unrealized gain of $3.1 million, due to the increase in fair market value. The remaining difference in fair market 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).

In 2011, the company invested $6.0 million in certain preferred stock of Shocking Technologies, Inc. (“Shocking Technologies”), a research and development company in the electronics industry located in San Jose, California. Shocking Technologies is a developer of circuit protection products for the computer and telecommunication markets. In April 2012, the company made an additional $10.0 million investment.  The company has now invested $16.0 million in Shocking Technologies for an ownership stake of approximately 18%.  The company has accounted for its investment in Shocking Technologies, Inc. at cost as the company does not exert significant influence thereon and as the fair value of the investment is not readily determinable.

5. Debt

The carrying amounts of long-term debt at June 30, 2012 and December 31, 2011 are as follows (in thousands):

	June 30, 2012		December 31,2011
Revolving credit facility	$	85,242	$	85,000
Less: Current maturities		85,242		85,000
Total long-term debt	$	—	$	—

On June 13, 2011, the company entered into a new credit agreement with certain commercial banks that provides an unsecured revolving credit facility in an amount of up to $150.0 million, with a potential to increase up to $225.0 million. At June 30, 2012, the company had available $64.9 million of borrowing capacity under the revolver credit agreement at an interest rate of LIBOR plus 1.250% (1.50% as of June 30, 2012). The credit agreement replaces the company’s previous credit agreement dated July 21, 2006 and loan agreement dated September 29, 2008, and, unless terminated earlier, will terminate on June 13, 2016. During the second quarter of 2011, $0.2 million of previously capitalized debt issuance costs were written off as a non-cash charge and $0.7 million of new debt issuance costs incurred was capitalized and will  be amortized over the life of the new credit agreement.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Debt, continued

During the second quarter of 2011, as part of the new refinancing arrangement discussed above, $47.0 million of indebtedness that was due on the previous term loan was settled and rolled-over into the revolving credit facility by the lender.

The company has a secured bank credit line in Sweden that provides a €1.0 million (approximately $1.2 million) line of credit at an interest rate of LIBOR plus 2.1% (2.3% as of June 30, 2012). The company had available $0.5 million of borrowing capacity under this line of credit at June 30, 2012.

6. 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. At June 30, 2012, the company does not have any outstanding derivative instruments.

7. 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.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Fair Value of Financial Assets and Liabilities, continued

Available-for-sale securities

Equity securities listed on a national market or exchange are valued at the last sales price and comprise the Company’s investment in Polytronics. 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 six months ended June 30, 2012. There were no changes during the six months ended June 30, 2012, to the company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of June 30, 2012, 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 June 30, 2012 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	11,508	$	—	$	—	$	11,508
Short-term investments		5,475		—		—		5,475
Total	$	16,983	$	—	$	—	$	16,983

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 31, 2011 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	8,867	$	—	$	—	$	8,867
Short-term investments		13,997		—		—		13,997
Total	$	22,864	$	—	$	—	$	22,864

The company’s other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, current portion of long-term debt, and long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and current portion of long-term debt approximate their fair values. The company’s long-term debt fair value approximates book value at June 30, 2012 and December 31, 2011, respectively, as the long-term debt variable interest rates fluctuate along with market interest rates.

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. Earnings Per Share

In June 2008, the FASB issued authoritative guidance which states that unvested share-based payment awards that contain non-forfeitable 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.

Effective December 28, 2008, the company adopted the authoritative guidance. The company’s unvested share-based payment awards, such as certain performance shares, restricted shares and restricted share units that contain non-forfeitable rights to dividends, meet the criteria of a participating security. The adoption changed the methodology of computing the company’s earnings pershare 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 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 presents 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.

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. 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						For the Six Months Ended
(in thousands except per share amounts)	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income as reported	$	23,604		$	25,269		$	41,493		$	46,847
Less: Distributed earnings available to participating securities		(6	)		(2	)		(11	)		(5	)
Less: Undistributed earnings available to participating securities		(31	)		(103	)		(81	)		(155	)
Numerator for basic earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,164		$	41,401		$	46,687
Add: Undistributed earnings allocated to participating securities		31			102			80			155
Less: Undistributed earnings reallocated to participating securities		(31	)		(100	)		(79	)		(152	)
Numerator for diluted earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,166		$	41,402		$	46,690
Denominator for basic earnings per share —
Weighted-average shares		21,778			22,191			21,693			22,034
Effect of dilutive securities:
Common stock equivalents		296			399			310			426
Denominator for diluted earnings per share —
Adjusted for weighted-average shares & assumed conversions		22,074			22,590			22,004			22,460
Basic earnings per share	$	1.08		$	1.13		$	1.91		$	2.12
Diluted earnings per share	$	1.07		$	1.11		$	1.88		$	2.08

9. Restructuring

During the period 2006 through 2009, the company announced closures of its facilities in Dundalk, Ireland, Irving, Texas, Des Plaines, Illinois, Elk Grove, Illinois, Matamoros, Mexico, Swindon, U.K., Dünsen, Germany, Utrecht, Netherlands, and Yangmei, Taiwan. These manufacturing and distribution center closures were part of a multi-year plan to improve the company’s cost structure and margins by rationalizing the company’s footprint, reducing labor costs and moving closer to customers. As of June 30, 2012, all of these facility closures have been completed except for Yangmei, Taiwan. Together, these initiatives have impacted approximately 946 employees and resulted in aggregate restructuring charges of $53.8 million through June 30, 2012. The company does not expect to incur any additional costs associated with these facility closures and related restructuring activities.

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Restructuring, continued

A summary of activity of this liability for the year ended December 31, 2011, and six months ended June 30, 2012 is as follows:

Littelfuse restructuring (in thousands)
Balance at January 1, 2011	$	3,765
Additions		594
Payments		(2,941	)
Exchange rate impact		23
Balance at December 31, 2011		1,441
Additions		59
Payments		(1	)
Exchange rate impact		17
Balance at March 31, 2012		1,516
Additions		—
Payments		(193	)
Exchange rate impact		(20	)
Balance at June 30, 2012	$	1,303

Additional costs recorded that are not related to the initial restructuring plans discussed above were $0.1 million and $0.4 million for the six months ended June 30, 2012 and year ended December 31, 2011, respectively

10. Income Taxes

The effective tax rate for the second quarter of 2012 was 27.2% compared to an effective tax rate of 27.4% in the second quarter of 2011.  The lower current quarter effective tax rate is below the statutory tax rate primarily due to the result of more income earned in low tax jurisdictions.

11. Pensions

The components of net periodic benefit cost for the three and six and months ended June 30, 2012, compared with the three and six months ended July 2, 2011, were (in thousands):

	U.S. Pension Benefits												Foreign Plans
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Service cost	$	150		$	155		$	300		$	280		$	191		$	153		$	383		$	306
Interest cost		1,241			1,282			2,481			2,555			196			182			391			364
Expected return on plan assets		(1,655	)		(1,631	)		(3,310	)		(3,259	)		(121	)		(121	)		(242	)		(242	)
Amortization of prior service cost		-			-			-			-			-			(1	)		-			(1	)
Amortization of net (gain) loss		84			195			169			374			17			8			34			15
Total cost (credit) of the plan		(180	)		1			(360	)		(50	)		283			221			566			442
Expected plan participants’ contribution		-			-			-			-			-			-			-			-
Net periodic benefit cost (credit)	$	(180	)	$	1		$	(360	)	$	(50	)	$	283		$	221		$	566		$	442

The expected rate of return assumption on domestic pension assets is approximately 7.8% and 8.5% in 2012 and 2011, respectively. The expected return on foreign pension assets is approximately 4.5% and 4.5% in 2012 and 2011, respectively.

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

12. Business Unit Segment Information

The company 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 Chief Executive Officer (“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 inclusive of depreciation and amortization, but does not evaluate the operating segments using discrete balance sheet information.

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

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

Business unit segment information for the three and six months ended June 30, 2012 and July 2, 2011 are summarized as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net sales
Electronics	$	89,508		$	98,390		$	166,562		$	185,743
Automotive		51,450			50,397			104,076			104,254
Electrical		34,895			27,828			65,793			53,778
Total net sales	$	175,853		$	176,615		$	336,431		$	343,775
Depreciation and amortization
Electronics	$	5,112		$	5,394		$	10,598		$	10,677
Automotive		1,502			1,624			2,951			3,039
Electrical		952			897			1,968			1,790
Total depreciation and amortization	$	7,566		$	7,915		$	15,517		$	15,506
Operating income (loss)
Electronics	$	15,778		$	20,700		$	25,889		$	38,363
Automotive		6,965			7,731			16,471			18,125
Electrical		9,353			7,456			15,560			13,995
Other(a)		—			(596	)		—			(4,274	)
Total operating income		32,096			35,291			57,920			66,209
Interest expense		421			521			844			857
Other (income) expense, net		(757	)		(11	)		(656	)		(37	)
Income before income taxes	$	32,432		$	34,781		$	57,732		$	65,389

(a) Included in “Other” operating income for the three months ended July 2, 2011 are acquisition related fees.  Included  in “Other” operating income (loss) for the six months ended July 2, 2011 is a non-cash charge of $3.7 million for the sale of inventory that had been stepped-up to fair value at the acquisition date of Cole Hersee in 2010 as required by purchase accounting rules. As the inventory was sold, the non-cash charge impacted operating income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

12. Business Unit Segment Information, continued

The company’s significant net sales by country for the three and six months ended June 30, 2012 and July 2, 2011 are summarized as follows (in thousands):

	For the Three Months Ended(a)				For the Six Months Ended(a)
	June 30, 2012		July 2, 2011		June 30, 2012		July 2, 2011
United States	$	59,370	$	60,858	$	114,610	$	118,641
China		37,677		40,361		68,127		75,557
Other countries		78,806		75,396		153,694		149,577
Total	$	175,853	$	176,615	$	336,431	$	343,775

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

The company’s significant long-lived assets by country as of June 30, 2012 and December 31, 2011 are summarized as follows (in thousands):

	Long-lived assets(b)
	June 30, 2012		December 31, 2011
United States	$	90,686	$	92,482
China		42,808		45,466
Canada		41,361		42,299
Other countries		114,601		98,917
Total	$	289,456	$	279,164

(b) Long-lived assets includes net property, plant and equipment, intangible assets, net of amortization, and goodwill.

13. Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table sets forth the computation of comprehensive income for the three and six months ended June 30, 2012 and July 2, 2011, respectively (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income	$	23,604		$	25,269		$	41,493		$	46,847
Other comprehensive income items:
Currency translation adjustments		(9,648	)		4,570			(2,252	)		15,028
Unrealized gain (loss) on available-for-sale securities, net of $0 income taxes		1,308			(868	)		3,120			278
Pension liability adjustment, net tax		59			(28	)		(7	)		(325	)
Comprehensive income	$	15,323		$	28,943		$	42,354		$	61,828

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

	June 30, 2012			December 31, 2011
Pension liability adjustment(a)	$	(13,585	)	$	(13,578	)
Unrealized gain on investments(b)		9,762			6,642
Foreign currency translation adjustment		13,315			15,567
Total	$	9,492		$	8,631

(a)  Net of tax of $7,190 and $7,186 for 2012 and 2011, respectively.

(b)  Net of tax of $0 and $0 for 2012 and 2011, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14. Recent Accounting Pronouncements

In May, 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. The new guidance changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. The company adopted the new guidance on January 1, 2012 and will be applied prospectively. There was no significant impact on its consolidated financial statements upon adoption.

In June 2011, the FASB issued authoritative guidance that will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. The company adopted the new guidance on January 1, 2012, which resulted in a different presentation in its consolidated financial statements.

In September 2011, the FASB issued authoritative guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The guidance does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. In addition, the guidance does not amend the requirement to test goodwill for impairment between annual tests if events or circumstances warrant; however, it does revise the examples of events and circumstances that an entity should consider. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The company adopted the new guidance on January 1, 2012 and has determined that it will have no effect on its consolidated financial statements.

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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 net sales by business unit and geography:

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

	Second Quarter							Year-to-Date
	2012		2011		% Change			2012		2011		% Change
Business Unit
Electronics	$	89.5	$	98.4		(9	%)	$	166.5	$	185.7		(10	%)
Automotive		51.5		50.4		2	%		104.1		104.3		0	%
Electrical		34.9		27.8		25	%		65.8		53.8		22	%
Total	$	175.9	$	176.6		0	%	$	336.4	$	343.8		(2	%)

	Second Quarter							Year-to-Date
		2012		2011	% Change				2012		2011	% Change
Geography(a)
Americas	$	80.9	$	75.7		7	%	$	154.9	$	146.5		6	%
Europe		27.1		31.1		(13	%)		54.8		63.6		(14	%)
Asia-Pacific		67.9		69.8		(3	%)		126.7		133.7		(5	%)
Total	$	175.9	$	176.6		0	%	$	336.4	$	343.8		(2	%)

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

Results of Operations – Second Quarter, 2012 compared to 2011

Net sales decreased $0.7 million or less than 1% to $175.9 million in the second quarter of 2012 compared to $176.6 million in the second quarter of 2011 due primarily to a decline in the company’s electronics business offset by stronger electrical and automotive sales. The decline in the electronics business was primarily attributable to more normalized inventory levels in the distribution channels in 2012 compared to significant channel inventory build in 2011. Net sales in 2012 included an incremental $2.8 million related to the company’s acquisitions. The company also experienced $4.1 million in unfavorable foreign currency effects in the second quarter of 2012 as compared to the second quarter of 2011. The unfavorable foreign currency impact primarily resulted from sales denominated in euros.

Electronics sales decreased $8.9 million or 9% to $89.5 million in the second quarter of 2012 compared to $98.4 million in the second quarter of 2011. The lower sales in 2012 was primarily the result of a significant channel inventory build in the second quarter of 2011, as discussed above. The electronics segment experienced $1.2 million in unfavorable currency effects in the second quarter of 2012 primarily from sales denominated in euros.

Automotive sales increased $1.1 million or 2% to $51.5 million in the second quarter of 2012 compared to $50.4 million in the second quarter of 2011 due primarily to strong commercial vehicle products sales, growth in automotive fuse sales in the U.S. and Asia and incremental sales from the Accel acquisition of $1.3 million. This growth was partially offset by weaker demand in the European markets. The automotive segment experienced $2.1 million in unfavorable currency effects in the second quarter of 2012 primarily due to sales denominated in euros.

Electrical sales increased $7.1 million or 25% to $34.9 million in the second quarter of 2012 compared to $27.8 million in the second quarter of 2011 due to continued strong organic growth for protection relays and custom mining products and the addition of $1.6 million in incremental sales related to Selco. The electrical segment experienced $0.8 million in unfavorable currency effects in the second quarter of 2012 primarily from sales denominated in Canadian dollars.

On a geographic basis, sales in the Americas increased $5.2 million or 7% to $80.9 million in the second quarter of 2012 compared to $75.7 million in the second quarter of 2011 due to increased sales of protection relays and custom mining products offset by weaker electronics sales and $0.8 million in unfavorable currency effects primarily from sales denominated in Canadian dollars.

15

Europe sales decreased $4.0 million or 13% to $27.1 million in the second quarter of 2012 compared to $31.1 million in the second quarter of 2011 mainly due to lower demand for electronics and automotive products and $3.2 million in unfavorable currency effects reflecting a weaker euro offset by an increase in sales of electrical products.

Asia-Pacific sales decreased $1.9 million or 3% to $67.9 million in the second quarter of 2012 compared to $69.8 million in the second quarter of 2011 primarily due to lower demand in consumer electronics partially offset by increases in automotive and electrical product sales. The Asia-Pacific region also experienced $0.1 million in unfavorable currency effects primarily from sales denominated in Korean won.

Gross profit was $69.6 million or 40% of net sales for the second quarter of 2012 compared to $70.0 million or 40% of net sales in the same quarter last year.

Total operating expense was $37.5 million or 21% of net sales for the second quarter of 2012 compared to $34.7 million or 20% of net sales for the same quarter in 2011. The increase in operating expenses primarily reflects incremental operating expenses of $1.7 million from business acquisitions.

Operating income for the second quarter of 2012 was approximately $32.1 million compared to operating income of $35.3 million for the same quarter in 2011 primarily due to lower sales and higher operating expenses as described above.

Interest expense was $0.4 million in the second quarter of 2012 compared to $0.5 million for the second quarter of 2011. Other (income) expense, net, consisting of interest income, royalties, non-operating income and foreign currency items was approximately $0.8 million of income for the second quarter of 2012 compared to less than $0.1 million of income in the second quarter of 2011.

Income before income taxes was $32.4 million for the second quarter of 2012 compared to income before income taxes of $34.8 million for the second quarter of 2011. Income tax expense was $8.8 million with an effective tax rate of 27.2% for the second quarter of 2012 compared to income tax expense of $9.5 million with an effective tax rate of 27.4% in the second quarter of 2011.

Net income for the second quarter of 2012 was $23.6 million or $1.07 per diluted share compared to net income of $25.3 million or $1.11 per diluted share for the same quarter of 2011.

Results of Operations – Six Months, 2012 compared to 2011

Net sales decreased $7.4 million or 2% to $336.4 million for the first six months of 2012 compared to $343.8 million in the first six months of 2011 primarily due to swings in distributor inventory levels in the electronics business offset by growth in the electrical business. Net sales in 2012 included an incremental $4.5 million related to the company’s acquisitions. The company also experienced $5.3 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the prior year. This unfavorable impact primarily resulted from sales denominated in euros and Canadian dollars.

Electronics sales decreased $19.2 million or 10% to $166.5 million in the first six months of 2012 compared to $185.7 million in the first six months of 2011. The decrease reflects a normalization of channel inventories in 2012 after a weak first quarter which was negatively impacted by inventory de-stocking. The year-over-year decline was primarily the result of a significant channel inventory build in the second quarter of 2011. The electronics segment also experienced $1.5 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011. This unfavorable impact primarily resulted from sales denominated in euros.

Automotive sales decreased $0.2 million or less than 1% to $104.1 million in the first six months of 2012 compared to $104.3 million in the first six months of 2011 due to lower automotive fuse sales offset by growth in commercial vehicle product sales and incremental sales from the Accel acquisition of $1.3 million. The automotive segment also experienced $2.7 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011 primarily resulting from sales denominated in euros.

16

Electrical sales increased $12.0 million or 22% to $65.8 million in the first six months of 2012 compared to $53.8 million in the first six months of 2011 primarily due to continued strong growth for protection relays and custom mining products. The electrical segment also experienced $1.1 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011 primarily resulting from sales in Canadian dollars.

On a geographic basis, sales in the Americas increased $8.4 million or 6% to $154.9 million in the first six months of 2012 compared to $146.5 million in the first six months of 2011, primarily due to increased sales in the electrical business segment. The Americas region also experienced $1.0 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011. This decrease resulted primarily from sales denominated in Canadian dollars.

Europe sales decreased $8.8 million or 14% to $54.8 million in the first six months of 2012 compared to $63.6 million in the first six months of 2011 mainly due to decreased automotive and electronics sales. The Europe region  experienced $4.4 million in unfavorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011. This decrease primarily resulted from sales denominated in euros.

Asia-Pacific sales decreased $7.0 million or 5% to $126.7 million in the first six months of 2012 compared to $133.7 million in the first six months of 2011 primarily due to decreased electronic sales partially offset by  increased automotive and electrical sales. The decline in electronics sales resulted from an inventory correction in the first half of 2012 and lower demand. The Asia-Pacific region also experienced $0.1 million in favorable foreign currency effects in the first six months of 2012 as compared to the first six months of 2011.

Gross profit was $130.4 million or 39% of net sales for the first six months of 2012 compared to $134.7 million or 37% of net sales in the first six months of last year. Gross profit for the first six months of 2011 was negatively impacted by $3.7 million which was the additional cost of goods sold for Cole Hersee inventory which had been stepped-up to fair value at the acquisition date as required by purchase accounting rules. Excluding the impact of this adjustment, gross profit was $138.4 million or 40% of net sales for the first six months of 2011. The decline in gross margin was attributable to lower sales volume  and negative currency effects in 2012.

Total operating expense was $72.5 million or 22% of net sales for the first six months of 2012 compared to $68.5 million or 19% of net sales for the first six months in 2011. The increase in operating expense primarily reflects incremental operating expenses of $3.2 million from the company’s business acquisitions in 2012.

Operating income for the first six months of 2012 was approximately $57.9 million compared to  $66.2 million for the first six months in 2011 due to the decrease in sales and incremental operating expenses discussed above.

Interest expense was $0.8 million in the first six months of 2012 compared to $0.9 million for the first six months of 2011. Interest expense was higher in 2011 as compared to 2012 due to debt issuance costs incurred related to the new credit agreement in 2011. Other (income) expense, net, consisting of interest income, royalties, non-operating income and foreign currency items was $0.7 million of income for the first six months of 2012 compared to less than $0.1 million of income in the first six months of 2011. The year over year change resulted primarily from dividend income in 2012.

Income before income taxes was $57.7 million for the six months of 2012 compared to income before income taxes of $65.4 million for the first six months of 2011. Income tax expense was $16.2 million with an effective tax rate of 28.1% for the first six months of 2012 compared to $18.5 million with an effective tax rate of 28.4% in the first six months of 2011. The change in effective tax rate is due to the mix of income (loss) by jurisdiction.

Net income for the first six months of 2012 was $41.5 million or $1.88 per diluted share compared to net income of $46.8 million or $2.08 per diluted share for the first six months of 2011.

17

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.

Revolving Credit Facilities

On June 13, 2011 the company entered into a domestic unsecured financing agreement, which expires on June 13, 2016, consisting of a credit agreement with certain commercial banks that provides a $150.0 million revolving credit facility, with a potential to increase up to $225.0 million upon request of the company and agreement with the lenders.  At June 30, 2012, the company had available $64.9 million of borrowing capacity under the revolving credit facility at an interest rate of LIBOR plus 1.250% (1.50% as of June 30, 2012).

This arrangement contains covenants that, among other matters, impose limitations on the incurrence of additional indebtedness, future mergers, sales of assets, payment of dividends, and changes in control, as defined in the agreement. In addition, the company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage, working capital, leverage and net worth. At June 30, 2012, the company was in compliance with all covenants under the revolving credit facility.

The company also had $0.8 million outstanding in letters of credit at June 30, 2012.  No amounts were drawn under these letters of credit at June 30, 2012.

The company has a secured bank credit line in Sweden that provides a €1.0 million (approximately $1.2 million) line of credit at an interest rate of LIBOR plus 2.1% (2.3% as of June 30, 2012). The company had available $0.5 million of borrowing capacity under this line of credit at June 30, 2012.

Other Obligations

The company started 2012 with $164.0 million of cash and cash equivalents. Net cash provided by operating activities was approximately $32.6 million for the first six months of 2012 reflecting $41.5 million in net income and $17.3 million in non-cash adjustments (primarily $15.5 million in depreciation and amortization) offset by $26.2 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 negatively for the first six months of 2012 consisted of net increases in accounts receivable ($21.7 million) due to higher sales in the second quarter of 2012 as compared to the fourth quarter of 2011, inventory ($2.1 million), prepaid and other assets ($0.5 million), accrued payroll ($3.2 million), and accrued expenses ($6.9 million). The decrease in accrued expenses was due primarily to a $5.0 million pension contribution made during the first quarter of 2012. Changes that had a positive impact on cash flows were increases in accounts payable ($7.2 million) and increases in accrued income taxes ($1.1 million).

Net cash used in investing activities was approximately $32.0 million and included $23.5 million net of cash acquired for the acquisition of Accel, a $10.0 million additional investment in Shocking Technologies and $6.7 million in capital spending, offset by net proceeds of $7.8 million for maturities of short-term investments and $0.4 million in proceeds from sales of assets.

Net cash provided by financing activities was approximately $4.6 million and included $0.5 million in net payments from borrowing, the exercise of stock options including tax benefits of $12.9 million offset by cash dividends paid of $7.8 million. The effects of exchange rate changes decreased cash and cash equivalents by approximately $0.4 million. The net cash provided by operating activities combined with the effects of exchange rate changes less net cash used in investing and financing activities resulted in a $4.8 million increase in cash, which left the company with a cash and cash equivalents balance of approximately $168.8 million at June 30, 2012.

The ratio of current assets to current liabilities was 2.6 to 1 at the end of the second quarter of 2012 compared to 2.5 to 1 at year-end 2011 and 2.6 to 1 at the end of the second quarter of 2011. Days sales outstanding in accounts receivable was approximately 60 days at the end of the second quarter of 2012 compared to 61 days at the end of the second quarter of 2011 and 57 days at year-end 2011. Days inventory outstanding was approximately 69 days at the end of the second quarter of 2012 compared to 73 days at the year-end 2011 and 68 days at end of the second quarter of 2011.

18

Outlook

Momentum in the company’s sales and order rates had slowed in late 2011 and early in the first quarter of 2012 but has begun to rebound. End demand remains solid across most of the company’s markets. Distributor inventories for the electronics business have been reduced and distributor orders began to pick up in the first half of 2012. Automotive revenue is growing in the U.S. and Asia but this is being offset by weakness in Europe. In the electrical segment, the custom products and protection relay businesses continue to grow driven primarily by strength in the mining sector. The electrical fuse business is relatively flat as solid industrial performance is being offset by weakness in non-residential construction and solar.

For the second half of 2012, the outlook is mixed. We expect growth to continue in the electrical business driven by strong momentum in the mining sector and some recovery in the solar business. On the other hand, the electronics and automotive end markets are expected to be relatively flat.

On the cost side, the company is beginning to benefit from lower prices for commodity metals and oil. However, the favorable margin impacts from these lower costs are expected to be offset by continued headwinds from a weak euro.

The company continues to invest in plant and infrastructure in support of the company’s growth initiatives. However, capital spending for 2012, which was previously estimated to be $30 to $35 million, is now expected to be approximately $25 million due to the delay of several projects.

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

The statements in this section and the other sections of this report that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of the PSLRA. These statements may involve risks and uncertainties, including, but not limited to, risks relating to product demand and market acceptance, economic conditions, the impact of competitive products and pricing, product quality problems or product recalls, capacity and supply difficulties or constraints, coal mining exposures reserves, failure of an indemnification for environmental liability, exchange rate fluctuations, commodity price fluctuations, the effect of the company’s accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, integration of acquisitions and other risks which may be detailed in the company’s other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This report should be read in conjunction with information provided in the financial statements appearing in the company’s Annual Report on Form 10-K for the year ended December 31, 2011. 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 December 31, 2011.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Interest Rates

The company had $85.2 million in debt outstanding under revolving credit facilities at June 30, 2012, 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.

19

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, Denmark, Lithuania, China, Taiwan and the Philippines. During the first six months of 2012, sales to customers outside the U.S. were 65.9% 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 Chinese yuan, Mexican peso and Philippine peso. Changes in foreign exchange rates could affect the company’s sales, costs, balance sheet values and earnings. The company uses netting and offsetting intercompany account management techniques to reduce known foreign currency exposures where possible. From time to time, the company has utilized derivative instruments to hedge certain foreign currency exposures deemed to be material.

Commodity Prices

The company uses various metals in the manufacturing of its products, including copper, zinc, tin, gold and silver. Prices of these commodities can and do fluctuate significantly, which can impact the company’s earnings. The most significant of these exposures is to copper, zinc, gold, and silver where at current prices and volumes, a 10% price change would affect annual pre-tax profit by approximately $1.8 million for copper, $0.6 million for zinc, $0.7 million for gold, and $1.1 million for silver. From time to time, the company has utilized derivative instruments to hedge certain commodity exposures deemed to be material.

Item 4. Controls and Procedures.

As of June 30, 2012, the Chief Executive Officer and Chief Financial Officer of the company evaluated the effectiveness of the disclosure controls and procedures of the company and concluded that these disclosure controls and procedures are effective to ensure that material information relating to the company and its consolidated subsidiaries has been made known to them by the employees of the company and its consolidated subsidiaries during the period preceding the filing of this Quarterly Report on Form 10-Q and that such information is accurately recorded, processed, summarized and reported within the time periods specified in SEC rules. There were no significant changes in the company’s internal controls during the period covered by this Report that could materially affect these controls or could reasonably be expected to materially affect the company’s internal control reporting, disclosures and procedures subsequent to the last day they were evaluated by the company’s Chief Executive Officer and Chief Financial Officer.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

A detailed description of risks that could have a negative impact on our business, revenues and performance results can be found under the caption “Risk Factors” in our most recent Form 10-K, filed with the SEC on February 24, 2012.  There have been no material changes from risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011 in response to Item 1A to Part 1 of Form 10-K.

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

The company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the company’s common stock under a program for the period May 1, 2012 to April 30, 2013. The company did not repurchase any shares of its common stock during the  first six months of fiscal 2012 and 1,000,000 shares may yet be purchased under the previous authorization as of June 30, 2012. The company withheld 23,081 shares of stock in lieu of withholding taxes on behalf of employees who became vested in restricted stock option grants during the first six months of 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Description

10.1 Change of Control Agreement effective as of May 17, 2012, between Littelfuse, Inc. and Daniel F. Stanek.

10.2 Change of Control Agreement effective as of May 17, 2012 between Littelfuse, Inc. and Ian Highley.

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.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

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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 June 30, 2012, to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.
Date: August 3, 2012	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

CHANGE OF CONTROL AGREEMENT

for

DANIEL F. STANEK

THIS AGREEMENT is made effective as of the 17th day of May, 2012, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and the executive named above (hereinafter referred to as the “Executive”);

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (hereinafter referred to as the “Board”) has determined that it is in the best interests of the Company and its stockholders to provide the Executive with certain protections against the uncertainties usually created by a Change of Control; and

WHEREAS, the Board wishes to better enable the Executive to devote his full time, attention and energy to the business of the Company prior to and after a Change of Control, thereby benefiting the Company and its stockholders;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the Executive hereby agree as follows:

CHANGE OF CONTROL BENEFITS

Section 1.               Certain Definitions.

(a)           The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Subsection 1(b) hereof) on which a Change of Control (as defined in Section 2 hereof) occurs.  Notwithstanding anything to the contrary contained in this Agreement, if a Change of Control occurs and if the Executive separates from service with the Company prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such separation from service (i) was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such separation from service.

(b)           The “Change of Control Period” shall mean the period commencing on the date hereof and ending on December 31, 2014.

Section 2.               Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(a)           The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company (as defined in Section 4), (a “Person”) of any of stock of the Company that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.  For purposes of this Subsection (a), the following acquisitions shall not constitute a Change of Control: (i) the acquisition of additional stock by a Person who is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, (ii) any acquisition in which the Company does not remain outstanding thereafter and (iii) any acquisition pursuant to a transaction which complies with Subsection (c) of this Section 2.  An increase in the percentage of stock owned by any one Person as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Subsection;

(b)           The replacement of individuals who, as of the date hereof, constitute a majority of the Board, during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of the appointment or election, provided that, if the Company is not the relevant corporation for which no other corporation is a majority shareholder for purposes of Treasury Regulation Section 1.409A-3(i)(5)(iv)(A)(2), this Subsection (b) shall be applied instead with respect to the members of the board of the directors of such relevant corporation for which no other corporation is a majority shareholder;

(c)           The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company (as defined in Section 4), during the 12-month period ending on the date of the most recent acquisition by such person or persons, of ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company.  For purposes of this Subsection (c), the following acquisitions shall not constitute a Change of Control: (i) the acquisition of additional control by a person or more than one person acting as a group who are considered to effectively control the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) and (ii) any acquisition pursuant to a transaction which complies with Subsection (a) of this Section 2; or

(d)           The acquisition by any person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), other than a transfer to a related person within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(B), during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s).  For purposes of this Subsection (d), “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

The above definition of “Change of Control” shall be interpreted by the Board, in good faith, to apply in a similar manner to transactions involving partnerships and partnership interests, and to comply with Section 409A of the Internal Revenue Code and Treasury Regulations and official guidance issued thereunder from time to time (“Section 409A”).

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Section 3.               Service Period.  The Company hereby agrees to continue to retain the services of the Executive, and the Executive hereby agrees to provide services to the Company and its successors, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Service Period”).

Section 4.               Terms of Service.

(a)           Position and Duties.

(i)           During the Service Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was providing services to the Company or its affiliated companies immediately preceding the Effective Date or any office or location less than 20 miles from such location. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)           During the Service Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Service Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee or service provider of the Company in accordance with this Agreement.

(b)           Compensation.

(i)           Base Salary.  During the Service Period, the Executive shall receive an annual base salary (hereinafter referred to as the “Annual Base Salary”), which shall be paid at a monthly rate, equal to at least twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs.  During the Service Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually.  Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so increased.

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(ii)           Annual Bonus.  In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Service Period, an annual bonus in cash at least equal to the greater of: (i) the average of the Executive’s annual bonuses paid under the Company’s Annual Incentive Plan or any successor plan (such plan(s) hereinafter collectively referred to as the “Bonus Plan”) for the last three full fiscal years prior to the Effective Date; provided that, in calculating this average, the Executive’s target annual bonus specified by the Board for the 2009 fiscal year, disregarding any later cancellation of such bonus, shall be presumed to be the annual bonus paid to the Executive under the Bonus Plan for such fiscal year; or (ii) the Executive’s target annual bonus under the Bonus Plan for the year in which the Effective Date occurs.  Each such annual bonus shall be paid no later than the fifteenth day of the third month of the fiscal year next following the fiscal year for which such annual bonus is awarded, unless the Executive shall elect to defer the receipt of such annual bonus.  Any such deferral election shall be made not later than the first day of the fiscal year for which the annual bonus is paid, and shall be made in accordance with policies adopted by the Company in compliance with Section 409A.

(iii)           Incentive, Savings and Retirement Plans.  During the Service Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(iv)           Welfare Benefit Plans.  During the Service Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies.  In the event such plans, practices, policies and programs are not reasonably able to provide the Executive with coverage or provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies, then the Company shall provide individual insurance policies or reimburse the Executive, on at least a monthly basis, to cover any post-tax difference in the benefits received by the Executive.

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(v)           Expenses.  During the Service Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)           Fringe Benefits.  During the Service Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)          Office and Support Staff.  During the Service Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)         Vacation.  During the Service Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

The requirements of paragraphs 4(b)(iii) through (viii) shall not apply to the extent prohibited by applicable law or to the extent such provision would cause the applicable plan, practice, policy, or program to fail nondiscrimination or coverage tests imposed thereon by applicable law.

Section 5.               Separation from Service.

(a)           Disability.  If the Company determines in good faith that the Disability of the Executive has occurred during the Service Period (pursuant to the definition of Disability set forth below), it may terminate the Executive’s service effective upon the date the Company provides written notice to the Executive.  For purposes of this Agreement, “Disability” shall mean the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

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(b)           Cause.  The Company may terminate the Executive’s service during the Service Period for Cause.  For purposes of this Agreement, “Cause” shall mean:

(i)            the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and such failure is not cured within sixty (60) calendar days after receipt of such written demand; or

(ii)           the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board shall be considered “willful” unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company; provided, however, that no other act or failure to act on the part of the Executive, shall be considered “willful,” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or General Counsel of the Company or based upon the advice of outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The separation from service of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)           Good Reason.  The Executive’s service may be terminated by the Executive for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)             the Executive is not elected to, or is removed from, any elected office of the Company which the Executive held immediately prior to the Effective Date;

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(ii)            the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities as contemplated by Subsection 4(a) hereof, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)           any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iv)           the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or

(v)            any purported termination by the Company of the Executive’s service with the Company otherwise than as expressly permitted by this Agreement.

For purposes of this Subsection 5(c), a good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d)           Notice of Termination.  Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Subsection 13(b) hereof.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s service under the provision so indicated, and (iii) specifies the termination date.  To qualify as “Good Reason,” the Executive must provide such notice within 90 days following the initial existence of the condition described in paragraph (c)(i) through (v) above, upon notice of which the Company shall have 30 days during which it may remedy the condition, in which case “Good Reason” shall not exist.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)           Separation from Service.  All references to “separation from service,” “termination of service” and words of similar import shall have the same meaning as “separation from service” as defined by Section 409A.  By way of illustration, and without limiting the generality of the foregoing, the following principals shall apply:

(i)             The Executive shall not be considered to have separated from service so long as the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to return to service with the Company under an applicable statute or by contract.

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(ii)            Regardless of whether the Executive has formally separated from service, the Executive will be considered to have separated from service as of the date it is reasonably anticipated that no further services will be performed by the Executive for the Company, or that the level of bona fide services the Executive will perform after such date will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.  For purposes of the preceding test, during any paid leave of absence the Executive shall be considered to have been performing services at the level commensurate with the amount of compensation received, and unpaid leaves of absence shall be disregarded.

(iii)           For purposes of determining whether the Executive has separated from service, all services provided for the Company, or for any other entity that is part of a controlled group that includes the Company as defined in Section 414(b) or (c) of the Internal Revenue Code (“Code”), shall be taken into account, whether provided as an employee or as a consultant or other independent contractor; provided that the Executive shall not be considered to have not separated from service solely by reason of service as a non-employee director of the Company or any other such entity.

Section 6.               Obligations of the Company upon Separation during the Service Period.

(a)           Good Reason; Other Than for Cause, Death or Disability.  If, during the Service Period, the Company causes the Executive to separate from service other than for Cause or Disability, or the Executive shall voluntarily separate from service for Good Reason as described in Subsection 5(c), the following provisions shall apply:

(i)           The Company shall pay to the Executive the amounts set forth in Paragraphs A and B below.

A.           The sum of the following (“Accrued Obligations”):

(1)           the Executive’s Annual Base Salary through the separation from service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such earlier date as required by law),

(2)           an amount, equal to the greatest of the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the separation from service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the current fiscal year based on performance through date of separation, or the Executive’s average annual bonus under the Bonus Plan for the last three fiscal years ending prior to the separation from service (“Average Annual Bonus”), multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the separation from service, and the denominator of which is 365, payable in a lump sum on the 30th day following the separation from service (in calculating the Average Annual Bonus, the Executive’s target annual bonus under the Bonus Plan specified by the Board for the 2009 fiscal year, disregarding any later cancellation of such bonus, shall be presumed to be the annual bonus paid to the Executive for such fiscal year),

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(3)           any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus

(4)           any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the separation from service (or such earlier date as required by law).

B.            The amount equal to the product of (1) two multiplied by (2) the sum of (x) the Executive’s Annual Base Salary plus (y) the greater of the Executive’s Average Annual Bonus or Target Bonus, which shall be paid in a lump sum on the 30th day following the separation from service.

(iii)           The Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to continue group medical coverage for the Executive and/or the Executive’s family under Section 4980B of the Code and applicable state laws (“COBRA”) for the maximum period of time as permitted by law.  The Executive shall submit to the Company satisfactory evidence of premium costs incurred within 30 days following the date such costs were incurred.  Within 30 days following receipt of such evidence, the Company shall pay to the Executive such reimbursement, plus additional severance pay in an amount such that the net amount of such reimbursement and additional severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees in Executive’s peer group.  Following the end of COBRA coverage, the Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the former employee COBRA rate for the Executive’s peer group, for the purchase of an individual insurance policy providing medical coverage to the Executive and/or the Executive’s family which is substantially similar to the coverage provided by the Company’s group medical plan.  In no event shall the combined period of reimbursable coverage under COBRA and any individual insurance policy exceed two years from separation from service.

(iv)           For a period of up to 2 years after the separation from service, the Company shall provide monthly outplacement services to the Executive at reasonable levels as provided to peer executives of the Company, for the purpose of assisting the Executive to seek a new position; provided, however, that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted a position with any third party.

(v)           Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates, as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (the “Plans”), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of 12 months after the separation from service.

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(vi)           To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be referred to collectively as the “Other Benefits”).

(vii)           Notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive incurs a separation from service during the Service Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the separation from service the Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its subsidiaries.

(b)           Death.  If the Executive dies during the Service Period, this Agreement shall terminate without further obligations by the Company to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the time and in the form as provided in Paragraph 6(a)(i)(A) above.  With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date.

(c)           Disability.  If the Company causes the Executive to separate from service by reason of the Executive’s Disability during the Service Period as set forth in Subsection 5(a), this Agreement shall terminate without further obligations by the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to the Executive at the time and in the form provided in Paragraph 6(a)(i)(A).  With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 6(c) shall include, and the Executive shall be entitled after the Executive’s separation from service to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date.

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(d)           Cause; Other than for Good Reason.  If the Company causes the Executive to separate from service for Cause during the Service Period as described in Subsection 5(b), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the separation from service, payable on the next regularly scheduled payroll date (or such earlier date as required by law), (y) the amount of any compensation previously deferred by the Executive (which shall be paid at the time and in the form it would otherwise have been paid had this Agreement not applied), and (z) Other Benefits, in each case to the extent theretofore unpaid and at the times provided in the applicable plan or agreement.  If the Executive voluntarily separates from service during the Service Period, excluding a separation from service for Good Reason as described in Subsection 5(c), this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  In such case, all Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 6(a)(i)(A) and the Company shall timely pay or provide the Other Benefits to the Executive.  In no event shall the Executive be liable to the Company for any damages caused by such voluntary separation from service by the Executive nor shall the Executive be in any way restricted from providing service to any other party after such voluntary separation from service.

Section 7.              Code Section 409A Payment Limits.  To the maximum extent possible, the provisions of this Agreement shall be construed in such a manner that no amounts payable to the Executive are subject to the additional tax and interest provided in Section 409A(a)(1)(B) of the Code.  If any payment (whether cash or in-kind), including but not limited to reimbursements and Other Benefits, would constitute a “deferral of compensation” under Section 409A and a payment date that complies with Section 409A(a)(2) of the Code is not otherwise provided for such benefit either in this Agreement or a Company program or policy, then such payment shall be made not later than 2 ½ months after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture.  Any receipts or other proof of expenses (if required) shall be submitted to the Company by the Executive no later than one month after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture.  Notwithstanding any provision in this Agreement to the contrary, if at the time of separation from service the Executive is a "specified employee" within the meaning of Section 409A, any cash or in-kind payments which constitute a "deferral of compensation" under Section 409A and which would otherwise become due under this Agreement during the first 6 months (or such longer period as required by Section 409A) after separation from service shall be delayed and all such delayed payments shall be paid in full in the 7th month after the separation from service, and all subsequent payments shall be paid in accordance with their original payment schedule.  To the extent that any insurance premiums or other benefit contributions constituting a "deferral of compensation" become subject to the above delay, the Executive shall be responsible for paying such amounts directly to the insurer or other third party and shall receive reimbursement from the Company for such amounts in the 7th month as described above.  The above specified employee delay shall not apply to any payments that are excepted from coverage by Section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4).

Section 8.              Nonexclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Subsection 13(f) hereof, shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to his or her separation from service shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

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Section 9.              Full Settlement.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek another position or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains another position.   To the extent that any amount due hereunder has become subject to a bona fide dispute, payment of such amount may be delayed until no later than the end of the first taxable year of the Executive in which the Company and the Executive enter into a legally binding settlement of such dispute, the Company concedes that the amount is payable, or the Company is required to make such payment pursuant to a final and nonappealable judgment or other binding decision, as set forth in Treasury Regulation Section 1.409A-3(g), and any such payment shall include interest on such delayed amount from the original due date thereof until paid at the prime rate from time to time reported in The Wall Street Journal during said period, plus, to the fullest extent permitted by law, the amount of all legal fees and expenses which the Executive reasonably incurs as a result of any contest by the Company, the Executive or others in which the Executive is the prevailing party.

Section 10.            Confidential Information.  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s service with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After Executive’s separation from service with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.  The provisions of this Section 10 shall survive any termination of this Agreement or the Executive’s separation of service with the Company.

Section 11.            Excise Tax on Parachute Payments.  (a)  Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.

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(b)           For purposes of paragraph (a), “net after-tax benefit” shall mean (i) the total of all Payments which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments shall be made to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such payment), less (iii) the amount of Excise Tax imposed with respect to the Payments described in (i) above.

(c)           If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement shall be reduced in the following order:  any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G of the Code in such order as determined in the sole discretion of the Company and not the Executive.

Section 12.             Successors.  (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

Section 13.            Miscellaneous.  (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)           Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile or other electronic transmission to the respective facsimile transmission numbers of the parties set forth below with telephone confirmation of receipt, or when sent by recognized overnight courier or by the United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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If to the Company:

Littelfuse, Inc.

8755 W. Higgins Road

O'Hare Plaza, Suite 500

Chicago, IL 60631

Attention: President

Phone: (773) 628-0800

Facsimile: (773) 628-0802

If to the Executive, to the last address shown in the records of the Company.

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other party hereto.  Each notice, request, demand, approval or other communication which is sent in accordance with this Section shall be deemed given and received for all purposes of this Agreement as of two business days after the date of deposit thereof for mailing in a duly constituted United States post office or branch thereof, one business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission.  Notice given to a party hereto by any other method shall only be deemed to be given and received when actually received in writing by such party.

(c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)           The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)           The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to promptly assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to separate from service for Good Reason pursuant to Subsection 5(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)           The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment or other service of the Executive by or with the Company is “at will” and, subject to Subsection 1(a) hereof and/or any other written agreement between the Executive and the Company, prior to the Effective Date, the Executive’s employment and/or service and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date upon written notice to the other party, in which case the Executive shall have no further rights under this Agreement.  From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

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(g)           This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Change of Control Agreement on the dates set forth below.

	EXECUTIVE
Date: May 21, 2012	/s/ Daniel F. Stanek
	DANIEL F. STANEK
	LITTELFUSE, INC.
Date: May 17, 2012	By /s/ Gordon Hunter
	Gordon Hunter, Chief Executive Officer

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EX-10.2

Exhibit 10.2

CHANGE OF CONTROL AGREEMENT

for

IAN HIGHLEY

THIS AGREEMENT is made effective as of the 17th day of May, 2012, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and the executive named above (hereinafter referred to as the “Executive”);

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (hereinafter referred to as the “Board”) has determined that it is in the best interests of the Company and its stockholders to provide the Executive with certain protections against the uncertainties usually created by a Change of Control;

WHEREAS, the Board wishes to better enable the Executive to devote his full time, attention and energy to the business of the Company prior to and after a Change of Control, thereby benefiting the Company and its stockholders; and

WHEREAS, the Board recognizes that the Executive is currently not subject to the federal income tax laws of the United States, but in order to provide substantially similar benefits to all executives of the Company who have entered into a Change of Control Agreement, the Board will continue to apply all references herein to Section 409A of the Internal Revenue Code of the United States and the Treasury Regulations, and official guidance issued thereunder from time to time, in a manner as provided in Section 14 hereof;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the Executive hereby agree as follows:

CHANGE OF CONTROL BENEFITS

Section 1.            Certain Definitions.

(a)           The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Subsection 1(b) hereof) on which a Change of Control (as defined in Section 2 hereof) occurs.  Notwithstanding anything to the contrary contained in this Agreement, if a Change of Control occurs and if the Executive separates from service with the Company prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such separation from service (i) was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such separation from service.

(b)           The “Change of Control Period” shall mean the period commencing on the date hereof and ending on December 31, 2014.

Section 2.            Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(a)           The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company (as defined in Section 4), (a “Person”) of any of stock of the Company that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.  For purposes of this Subsection (a), the following acquisitions shall not constitute a Change of Control: (i) the acquisition of additional stock by a Person who is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, (ii) any acquisition in which the Company does not remain outstanding thereafter and (iii) any acquisition pursuant to a transaction which complies with Subsection (c) of this Section 2.  An increase in the percentage of stock owned by any one Person as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Subsection;

(b)           The replacement of individuals who, as of the date hereof, constitute a majority of the Board, during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of the appointment or election, provided that, if the Company is not the relevant corporation for which no other corporation is a majority shareholder for purposes of Treasury Regulation Section 1.409A-3(i)(5)(iv)(A)(2), this Subsection (b) shall be applied instead with respect to the members of the board of the directors of such relevant corporation for which no other corporation is a majority shareholder;

(c)           The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company (as defined in Section 4), during the 12-month period ending on the date of the most recent acquisition by such person or persons, of ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company.  For purposes of this Subsection (c), the following acquisitions shall not constitute a Change of Control: (i) the acquisition of additional control by a person or more than one person acting as a group who are considered to effectively control the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) and (ii) any acquisition pursuant to a transaction which complies with Subsection (a) of this Section 2; or

(d)           The acquisition by any person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), other than a transfer to a related person within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(B), during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s).  For purposes of this Subsection (d), “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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The above definition of “Change of Control” shall be interpreted by the Board, in good faith, to apply in a similar manner to transactions involving partnerships and partnership interests, and to comply with Section 409A of the Internal Revenue Code of the United States and Treasury Regulations and official guidance issued thereunder from time to time (“Section 409A”).

Section 3.            Service Period.  The Company hereby agrees to continue to retain the services of the Executive, and the Executive hereby agrees to provide services to the Company and its successors, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Service Period”).

Section 4.            Terms of Service.

(a)           Position and Duties.

(i)           During the Service Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was providing services to the Company or its affiliated companies immediately preceding the Effective Date or any office or location less than 20 miles from such location. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)           During the Service Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Service Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee or service provider of the Company in accordance with this Agreement.

(b)           Compensation.

(i)           Base Salary.  During the Service Period, the Executive shall receive an annual base salary (hereinafter referred to as the “Annual Base Salary”), which shall be paid at a monthly rate, equal to at least twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs.  During the Service Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually.  Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so increased.

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(ii)           Annual Bonus.  In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Service Period, an annual bonus in cash at least equal to the greater of: (i) the average of the Executive’s annual bonuses paid under the Company’s Annual Incentive Plan or any successor plan (such plan(s) hereinafter collectively referred to as the “Bonus Plan”) for the last three full fiscal years prior to the Effective Date, provided that, in calculating this average, the Executive’s target annual bonus specified by the Board for the 2009 fiscal year, disregarding any later cancellation of such bonus, shall be presumed to be the annual bonus paid to the Executive under the Bonus Plan for such fiscal year; or (ii) the Executive’s target annual bonus under the Bonus Plan for the year in which the Effective Date occurs.  Each such annual bonus shall be paid no later than the fifteenth day of the third month of the fiscal year next following the fiscal year for which such annual bonus is awarded, unless the Executive shall elect to defer the receipt of such annual bonus.  Any such deferral election shall be made not later than the first day of the fiscal year for which the annual bonus is paid, and shall be made in accordance with policies adopted by the Company in compliance with Section 409A.

(iii)           Incentive, Savings and Retirement Plans.  During the Service Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(iv)           Welfare Benefit Plans.  During the Service Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies.  In the event such plans, practices, policies and programs are not reasonably able to provide the Executive with coverage or provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies, then the Company shall provide individual insurance policies or reimburse the Executive, on at least a monthly basis, to cover any post-tax difference in the benefits received by the Executive.

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(v)           Expenses.  During the Service Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)           Fringe Benefits.  During the Service Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)           Office and Support Staff.  During the Service Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)           Vacation.  During the Service Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

The requirements of paragraphs 4(b)(iii) through (viii) shall not apply to the extent prohibited by applicable law or to the extent such provision would cause the applicable plan, practice, policy, or program to fail nondiscrimination or coverage tests imposed thereon by applicable law.

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Section 5.            Separation from Service.

(a)           Disability.  If the Company determines in good faith that the Disability of the Executive has occurred during the Service Period (pursuant to the definition of Disability set forth below), it may terminate the Executive’s service effective upon the date the Company provides written notice to the Executive.  For purposes of this Agreement, “Disability” shall mean the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

(b)           Cause.  The Company may terminate the Executive’s service during the Service Period for Cause.  For purposes of this Agreement, “Cause” shall mean:

(i)           the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and such failure is not cured within sixty (60) calendar days after receipt of such written demand; or

(ii)          the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board shall be considered “willful” unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company; provided, however, that no other act or failure to act on the part of the Executive, shall be considered “willful,” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or General Counsel of the Company or based upon the advice of outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The separation from service of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.

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(c)           Good Reason.  The Executive’s service may be terminated by the Executive for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)           the Executive is not elected to, or is removed from, any elected office of the Company which the Executive held immediately prior to the Effective Date;

(ii)          the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities as contemplated by Subsection 4(a) hereof, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)         any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promtly after receipt of notice thereof given by the Executive;

(iv)         the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or

(v)          any purported termination by the Company of the Executive’s service with the Company otherwise than as expressly permitted by this Agreement.

For purposes of this Subsection 5(c), a good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d)           Notice of Termination.  Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Subsection 13(b) hereof.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s service under the provision so indicated, and (iii) specifies the termination date.  To qualify as “Good Reason,” the Executive must provide such notice within 90 days following the initial existence of the condition described in paragraph (c)(i) through (v) above, upon notice of which the Company shall have 30 days during which it may remedy the condition, in which case “Good Reason” shall not exist.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)           Separation from Service.  All references to “separation from service,” “termination of service” and words of similar import shall have the same meaning as “separation from service” as defined by Section 409A.  By way of illustration, and without limiting the generality of the foregoing, the following principals shall apply:

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(i)           The Executive shall not be considered to have separated from service so long as the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to return to service with the Company under an applicable statute or by contract.

(ii)          Regardless of whether the Executive has formally separated from service, the Executive will be considered to have separated from service as of the date it is reasonably anticipated that no further services will be performed by the Executive for the Company, or that the level of bona fide services the Executive will perform after such date will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.  For purposes of the preceding test, during any paid leave of absence the Executive shall be considered to have been performing services at the level commensurate with the amount of compensation received, and unpaid leaves of absence shall be disregarded.

(iii)         For purposes of determining whether the Executive has separated from service, all services provided for the Company, or for any other entity that is part of a controlled group that includes the Company as defined in Section 414(b) or (c) of the Internal Revenue Code of the United States (“Code”), shall be taken into account, whether provided as an employee or as a consultant or other independent contractor; provided that the Executive shall not be considered to have not separated from service solely by reason of service as a non-employee director of the Company or any other such entity.

Section 6.            Obligations of the Company upon Separation during the Service Period.

(a)           Good Reason; Other Than for Cause, Death or Disability.  If, during the Service Period, the Company causes the Executive to separate from service other than for Cause or Disability, or the Executive shall voluntarily separate from service for Good Reason as described in Subsection 5(c), the following provisions shall apply:

(i)           The Company shall pay to the Executive the amounts set forth in Paragraphs A and B below.

A.           The sum of the following (“Accrued Obligations”):

(1)           the Executive’s Annual Base Salary through the separation from service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such earlier date as required by law),

(2)           an amount, equal to the greatest of the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the separation from service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the current fiscal year based on performance through date of separation, or the Executive’s average annual bonus under the Bonus Plan for the last three fiscal years ending prior to the separation from service (“Average Annual Bonus”), multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the separation from service, and the denominator of which is 365, payable in a lump sum on the 30th day following the separation from service (in calculating the Average Annual Bonus, the Executive’s target annual bonus under the Bonus Plan specified by the Board for the 2009 fiscal year, disregarding any later cancellation of such bonus, shall be presumed to be the annual bonus paid to the Executive for such fiscal year),

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(3)           any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus

(4)           any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the separation from service (or such earlier date as required by law).

B.            The amount equal to the product of (1) two multiplied by (2) the sum of (x) the Executive’s Annual Base Salary plus (y) the greater of the Executive’s Average Annual Bonus or Target Bonus, which shall be paid in a lump sum on the 30th day following the separation from service.

(iii)           The Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to continue group medical coverage for the Executive and/or the Executive’s family under Section 4980B of the Code and applicable state laws (“COBRA”) (to the extent such laws apply) for the maximum period of time as permitted by law.  The Executive shall submit to the Company satisfactory evidence of premium costs incurred within 30 days following the date such costs were incurred.  Within 30 days following receipt of such evidence, the Company shall pay to the Executive such reimbursement, plus additional severance pay in an amount such that the net amount of such reimbursement and additional severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees in Executive’s peer group.  Following the end of COBRA coverage, the Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the former employee COBRA rate for the Executive’s peer group, for the purchase of an individual insurance policy providing medical coverage to the Executive and/or the Executive’s family which is substantially similar to the coverage provided by the Company’s group medical plan.  In no event shall the combined period of reimbursable coverage under COBRA and any individual insurance policy exceed two years from separation from service.

(iv)           For a period of up to 2 years after the separation from service, the Company shall provide monthly outplacement services to the Executive at reasonable levels as provided to peer executives of the Company, for the purpose of assisting the Executive to seek a new position; provided, however, that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted a position with any third party.

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(v)           Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates, as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (the “Plans”), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of 12 months after the separation from service.

(vi)           To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be referred to collectively as the “Other Benefits”).

(vii)           Notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive incurs a separation from service during the Service Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the separation from service the Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its subsidiaries.

(b)           Death.  If the Executive dies during the Service Period, this Agreement shall terminate without further obligations by the Company to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the time and in the form as provided in Paragraph 6(a)(i)(A) above.  With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date.

(c)           Disability.  If the Company causes the Executive to separate from service by reason of the Executive’s Disability during the Service Period as set forth in Subsection 5(a), this Agreement shall terminate without further obligations by the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to the Executive at the time and in the form provided in Paragraph 6(a)(i)(A).  With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 6(c) shall include, and the Executive shall be entitled after the Executive’s separation from service to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date.

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(d)           Cause; Other than for Good Reason.  If the Company causes the Executive to separate from service for Cause during the Service Period as described in Subsection 5(b), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the separation from service, payable on the next regularly scheduled payroll date (or such earlier date as required by law), (y) the amount of any compensation previously deferred by the Executive (which shall be paid at the time and in the form it would otherwise have been paid had this Agreement not applied), and (z) Other Benefits, in each case to the extent theretofore unpaid and at the times provided in the applicable plan or agreement.  If the Executive voluntarily separates from service during the Service Period, excluding a separation from service for Good Reason as described in Subsection 5(c), this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  In such case, all Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 6(a)(i)(A) and the Company shall timely pay or provide the Other Benefits to the Executive.  In no event shall the Executive be liable to the Company for any damages caused by such voluntary separation from service by the Executive nor shall the Executive be in any way restricted from providing service to any other party after such voluntary separation from service.

Section 7.            Code Section 409A Payment Limits.  To the maximum extent possible, the provisions of this Agreement shall be construed in such a manner that no amounts payable to the Executive are subject to the additional tax and interest provided in Section 409A(a)(1)(B) of the Code.  If any payment (whether cash or in-kind), including but not limited to reimbursements and Other Benefits, would constitute a “deferral of compensation” under Section 409A and a payment date that complies with Section 409A(a)(2) of the Code is not otherwise provided for such benefit either in this Agreement or a Company program or policy, then such payment shall be made not later than 2 ½ months after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture.  Any receipts or other proof of expenses (if required) shall be submitted to the Company by the Executive no later than one month after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture.  Notwithstanding any provision in this Agreement to the contrary, if at the time of separation from service the Executive is a "specified employee" within the meaning of Section 409A, any cash or in-kind payments which constitute a "deferral of compensation" under Section 409A and which would otherwise become due under this Agreement during the first 6 months (or such longer period as required by Section 409A) after separation from service shall be delayed and all such delayed payments shall be paid in full in the 7th month after the separation from service, and all subsequent payments shall be paid in accordance with their original payment schedule.  To the extent that any insurance premiums or other benefit contributions constituting a "deferral of compensation" become subject to the above delay, the Executive shall be responsible for paying such amounts directly to the insurer or other third party and shall receive reimbursement from the Company for such amounts in the 7th month as described above.  The above specified employee delay shall not apply to any payments that are excepted from coverage by Section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4).

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Section 8.            Nonexclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Subsection 13(f) hereof, shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to his or her separation from service shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

Section 9.            Full Settlement.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek another position or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains another position.   To the extent that any amount due hereunder has become subject to a bona fide dispute, payment of such amount may be delayed until no later than the end of the first taxable year of the Executive in which the Company and the Executive enter into a legally binding settlement of such dispute, the Company concedes that the amount is payable, or the Company is required to make such payment pursuant to a final and nonappealable judgment or other binding decision, as set forth in Treasury Regulation Section 1.409A-3(g), and any such payment shall include interest on such delayed amount from the original due date thereof until paid at the prime rate from time to time reported in The Wall Street Journal during said period, plus, to the fullest extent permitted by law, the amount of all legal fees and expenses which the Executive reasonably incurs as a result of any contest by the Company, the Executive or others in which the Executive is the prevailing party.

Section 10.          Confidential Information.  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s service with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After Executive’s separation from service with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.  The provisions of this Section 10 shall survive any termination of this Agreement or the Executive’s separation of service with the Company.

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Section 11.          Excise Tax on Parachute Payments.  (a)  Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.

(b)           For purposes of paragraph (a), “net after-tax benefit” shall mean (i) the total of all Payments which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments shall be made to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such payment), less (iii) the amount of Excise Tax imposed with respect to the Payments described in (i) above.

(c)           If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement shall be reduced in the following order:  any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G of the Code in such order as determined in the sole discretion of the Company and not the Executive.

Section 12.          Successors.  (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

Section 13.          Miscellaneous.  (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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(b)           Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile or other electronic transmission to the respective facsimile transmission numbers of the parties set forth below with telephone confirmation of receipt, or when sent by recognized overnight courier or by the United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

Littelfuse, Inc.

8755 W. Higgins Road

O'Hare Plaza, Suite 500

Chicago, IL 60631

Attention: President

Phone: (773) 628-0800

Facsimile: (773) 628-0802

If to the Executive, to the last address shown in the records of the Company.

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other party hereto.  Each notice, request, demand, approval or other communication which is sent in accordance with this Section shall be deemed given and received for all purposes of this Agreement as of two business days after the date of deposit thereof for mailing in a duly constituted United States post office or branch thereof, one business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission.  Notice given to a party hereto by any other method shall only be deemed to be given and received when actually received in writing by such party.

(c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)           The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)           The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to promptly assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to separate from service for Good Reason pursuant to Subsection 5(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

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(f)           The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment or other service of the Executive by or with the Company is “at will” and, subject to Subsection 1(a) hereof and/or any other written agreement between the Executive and the Company, prior to the Effective Date, the Executive’s employment and/or service and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date upon written notice to the other party, in which case the Executive shall have no further rights under this Agreement.  From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

(g)           This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one and the same agreement.

Section 14.          Conflict with Employment Agreement.  This Agreement shall apply only to the extent the provisions of this Agreement do not conflict with any foreign laws that may apply.  Notwithstanding anything in this Agreement to the contrary, the Executive acknowledges that, upon a Change of Control, he will receive the better of any similar benefits, rights and features as determined in good faith by the Company, in its sole and absolute discretion, as between this Agreement and any employment agreement in effect from time to time between the Company and the Executive; provided, however, that no duplication of any benefits, rights or features shall result from the application of the foregoing.  While the Executive is currently not subject to the federal income tax laws of the United States, the Executive agrees that all references to Section 409A contained herein shall be applied in a manner consistent with such application as for other executives of the Company who are parties to a Change of Control Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Change of Control Agreement on the dates set forth below.

	EXECUTIVE
Date: May 21, 2012	/s/ Ian Highley
	IAN HIGHLEY
	LITTELFUSE, INC.
Date: May 17, 2012	By /s/ Gordon Hunter
	Gordon Hunter, Chief Executive Officer

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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: August 3, 2012

/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: August 3, 2012

/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 June 30, 2012 (“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
Dated: August 3, 2012	Dated: August 3, 2012

XML

Note 9 - Restructuring (Detail) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Restructuring and Related Cost, Number of Positions Eliminated		946
Restructuring Charges	$ 59,000	$ 53,800,000	$ 594,000
Other Restructuring Costs		$ 100,000	$ 400,000

XML

Note 13 - Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Other Comprehensive Income (Loss), Minimum Pension Liability Net Adjustment, Tax	$ 7,190	$ 7,186
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax	$ 0	$ 0

XML

Note 12 - Business Unit Segment Information (Detail) - Net Sales by Geographical Area (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jul. 02, 2011		Jun. 30, 2012		Jul. 02, 2011
Net sales	$ 175,853	[1]	$ 176,615	[1]	$ 336,431	[1]	$ 343,775	[1]
United States [Member]
Net sales	59,370		60,858		114,610		118,641
China [Member]
Net sales	37,677		40,361		68,127		75,557
Other Countries [Member]
Net sales	$ 78,806		$ 75,396		$ 153,694		$ 149,577

[1] Sales by country represent sales to customer or distributor locations.

XML

Note 3 - Inventories (Detail) - Components of Inventories (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Raw material	$ 25,916	$ 26,919
Work in process	16,172	10,704
Finished goods	38,741	37,952
Total inventories	$ 80,829	$ 75,575

XML

Note 9 - Restructuring (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Restructuring and Related Costs [Table Text Block]

Littelfuse restructuring (in thousands)
Balance at January 1, 2011	$	3,765
Additions		594
Payments		(2,941	)
Exchange rate impact		23
Balance at December 31, 2011		1,441
Additions		59
Payments		(1	)
Exchange rate impact		17
Balance at March 31, 2012		1,516
Additions		—
Payments		(193	)
Exchange rate impact		(20	)
Balance at June 30, 2012	$	1,303

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Note 13 - Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Detail) - Components of Accumulated Other Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Pension liability adjustment(a)	$ (13,585)	[1]	$ (13,578)	[1]
Unrealized gain on investments(b)	9,762	[2]	6,642	[2]
Foreign currency translation adjustment	13,315		15,567
Total	$ 9,492		$ 8,631

[1] Net of tax of $7,190 and $7,186 for 2012 and 2011, respectively.

[2] Net of tax of $0 and $0 for 2012 and 2011, respectively.

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Note 11 - Pensions (Detail)	6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011
United States Pension Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	7.80%	8.50%
Foreign Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	4.50%	4.50%

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Note 7 - Fair Value of Financial Assets and Liabilities (Detail) - Assets Measured at Fair Value (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Available-for-sale securities	$ 11,508	$ 8,867
Short-term investments	5,475	13,997
Total	16,983	22,864
Fair Value, Inputs, Level 1 [Member]
Available-for-sale securities	11,508	8,867
Short-term investments	5,475	13,997
Total	$ 16,983	$ 22,864

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Note 12 - Business Unit Segment Information (Detail) - Long-lived Assets by Geographical Area (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Long-lived assets	$ 289,456	[1]	$ 279,164	[1]
United States [Member]
Long-lived assets	90,686		92,482
China [Member]
Long-lived assets	42,808		45,466
Canada [Member]
Long-lived assets	41,361		42,299
Other Countries [Member]
Long-lived assets	$ 114,601		$ 98,917

[1] Long-lived assets includes net property, plant and equipment, intangible assets, net of amortization, and goodwill.

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Note 4 - Investments

6 Months Ended

Jun. 30, 2012

Equity Method Investments and Joint Ventures Disclosure [Text Block]

4. 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 €9.2 million (approximately $11.5 million) at June 30, 2012 and €6.8 million (approximately $8.9 million) at December 31, 2011, based on the quoted market price at the close of business corresponding to each date. Included in Other Comprehensive Income (Loss), for the six months ended June 30, 2012, is an unrealized gain of $3.1 million, due to the increase in fair market value. The remaining difference in fair market 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).

In 2011, the company invested $6.0 million in certain preferred stock of Shocking Technologies, Inc. (“Shocking Technologies”), a research and development company in the electronics industry located in San Jose, California. Shocking Technologies is a developer of circuit protection products for the computer and telecommunication markets. In April 2012, the company made an additional $10.0 million investment.  The company has now invested $16.0 million in Shocking Technologies for an ownership stake of approximately 18%.  The company has accounted for its investment in Shocking Technologies, Inc. at cost as the company does not exert significant influence thereon and as the fair value of the investment is not readily determinable.

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Note 11 - Pensions (Detail) - Components of Net Periodic Benefit Cost (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
United States Pension Plans of US Entity, Defined Benefit [Member]
Service cost	$ 150	$ 155	$ 300	$ 280
Interest cost	1,241	1,282	2,481	2,555
Expected return on plan assets	(1,655)	(1,631)	(3,310)	(3,259)
Amortization of net (gain) loss	84	195	169	374
Total cost (credit) of the plan	(180)	1	(360)	(50)
Net periodic benefit cost (credit)	(180)	1	(360)	(50)
Foreign Pension Plans, Defined Benefit [Member]
Service cost	191	153	383	306
Interest cost	196	182	391	364
Expected return on plan assets	(121)	(121)	(242)	(242)
Amortization of prior service cost		(1)		(1)
Amortization of net (gain) loss	17	8	34	15
Total cost (credit) of the plan	283	221	566	442
Net periodic benefit cost (credit)	$ 283	$ 221	$ 566	$ 442

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Note 2 - Acquisition of Businesses (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	1 Months Ended					3 Months Ended		1 Months Ended		3 Months Ended
	Jul. 02, 2011	Aug. 31, 2011 Minimum [Member] Selco A/S [Member] Distribution Rights [Member]	Aug. 31, 2011 Maximum [Member] Selco A/S [Member] Distribution Rights [Member]	Dec. 31, 2010 Cole Hersee Company [Member] Customer Lists [Member]	Dec. 31, 2010 Cole Hersee Company [Member] Distribution Rights [Member]	Dec. 31, 2010 Cole Hersee Company [Member] Trademarks [Member]	Apr. 02, 2011 Cole Hersee Company [Member]	Dec. 17, 2010 Cole Hersee Company [Member]	Aug. 31, 2011 Selco A/S [Member] Trademarks [Member]	Aug. 31, 2011 Selco A/S [Member] Licensing Agreements [Member]	Mar. 31, 2012 Selco A/S [Member]	Dec. 31, 2011 Selco A/S [Member]	Aug. 03, 2011 Selco A/S [Member]	Jun. 01, 2012 Accel AB [Member]
Business Acquisition, Cost of Acquired Entity, Cash Paid								$ 50.0					$ 11.1	$ 23.9
Finite-Lived Intangible Asset, Useful Life		3 years	10 years	13 years	5 years	10 years			5 years	10 years
Business Acquisition, Inventory Step-up								3.7					0.7
Non-cash Charges Related to Inventory Step-up	$ 3.7						$ 3.7				$ 0.2	$ 0.5
Business Acquisition, Percentage of Voting Interests Acquired													100.00%	100.00%

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Note 13 - Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Comprehensive Income (Loss) [Table Text Block]

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income	$	23,604		$	25,269		$	41,493		$	46,847
Other comprehensive income items:
Currency translation adjustments		(9,648	)		4,570			(2,252	)		15,028
Unrealized gain (loss) on available-for-sale securities, net of $0 income taxes		1,308			(868	)		3,120			278
Pension liability adjustment, net tax		59			(28	)		(7	)		(325	)
Comprehensive income	$	15,323		$	28,943		$	42,354		$	61,828

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	June 30, 2012			December 31, 2011
Pension liability adjustment(a)	$	(13,585	)	$	(13,578	)
Unrealized gain on investments(b)		9,762			6,642
Foreign currency translation adjustment		13,315			15,567
Total	$	9,492		$	8,631

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Note 12 - Business Unit Segment Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jul. 02, 2011
Non-cash Charges Related to Inventory Step-up	$ 3.7

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Note 2 - Acquisition of Businesses (Detail) - Cole Hersee Final Purchase Price Allocation (USD $) In Thousands, unless otherwise specified	Jun. 01, 2012	Aug. 03, 2011	Dec. 17, 2010
	$ 23,865	$ 11,132	$ 49,950
Cole Hersee Company [Member] | Customer Lists [Member]
Amortizable intangible assets			10,700
Cole Hersee Company [Member] | Distribution Rights [Member]
Amortizable intangible assets			500
Cole Hersee Company [Member] | Trademarks [Member]
Amortizable intangible assets			2,900
Cole Hersee Company [Member]
Cash			1,708
Current assets, net			17,628
Property, plant and equipment, net			5,368
Goodwill			15,564
Other assets			533
Current liabilities			(2,575)
Other long-term liabilities			$ (2,376)

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Note 2 - Acquisition of Businesses (Detail) - Selco's Purchase Price Allocation (USD $) In Thousands, unless otherwise specified	Jun. 01, 2012	Aug. 03, 2011	Dec. 17, 2010
	$ 23,865	$ 11,132	$ 49,950
Selco A/S [Member] | Distribution Rights [Member]
Amortizable intangible assets		3,547
Selco A/S [Member] | Trademarks [Member]
Amortizable intangible assets		389
Selco A/S [Member] | Patents and Licenses [Member]
Amortizable intangible assets		1,439
Selco A/S [Member]
Cash		5
Current assets, net		3,815
Property, plant and equipment, net		183
Goodwill		6,303
Current liabilities		$ (4,549)

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Note 3 - Inventories

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Text Block]

3. Inventories

The components of inventories at June 30, 2012 and December 31, 2011 are as follows (in thousands):

	June 30, 2012		December 31, 2011
Raw material	$	25,916	$	26,919
Work in process		16,172		10,704
Finished goods		38,741		37,952
Total inventories	$	80,829	$	75,575

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Note 2 - Acquisition of Businesses (Detail) - Accel's Preliminary Purchase Price Allocation (USD $) In Thousands, unless otherwise specified	Jun. 01, 2012	Aug. 03, 2011	Dec. 17, 2010
	$ 23,865	$ 11,132	$ 49,950
Accel AB [Member]
Cash	344
Current assets, net	8,282
Property, plant and equipment, net	2,367
Other assets	5
Goodwill	7,952
Other intangibles	8,928
Current liabilities	$ (4,013)

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Note 9 - Restructuring (Detail) - Summary of Activity of Restructuring Liability (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Balance at January 1, 2011	$ 1,516	$ 1,441	$ 1,441	$ 3,765
Additions		59	53,800	594
Payments	(193)	(1)		(2,941)
Exchange rate impact	(20)	17		23
Balance	$ 1,303	$ 1,516	$ 1,303	$ 1,441

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 168,818		$ 164,016
Short-term investments	5,475		13,997
Accounts receivable, less allowances	115,874		92,088
Inventories	80,829		75,575
Deferred income taxes	11,302		11,895
Prepaid expenses and other current assets	14,564		14,219
Assets held for sale	6,234		6,592
Total current assets	403,096		378,382
Property, plant and equipment:
Land	4,945		4,888
Buildings	53,811		52,730
Equipment	295,805		281,521
	354,561		339,139
Accumulated depreciation	(238,487)		(220,255)
Net property, plant and equipment	116,074		118,884
Intangible assets, net of amortization:
Patents, licenses and software	9,813		10,753
Distribution network	18,031		19,307
Customer lists, trademarks and tradenames	13,825		14,523
Goodwill	131,713		115,697
Investments	27,508		14,867
Deferred income taxes	3,174		4,191
Other assets	2,136		1,820
Total assets	725,370		678,424
Current liabilities:
Accounts payable	28,477		19,934
Accrued payroll	21,122		23,048
Accrued expenses	8,294		8,861
Accrued severance	1,417		1,843
Accrued income taxes	11,901		10,591
Current portion of long-term debt	85,242		85,000
Total current liabilities	156,453		149,277
Accrued post-retirement benefits	10,471		15,292
Other long-term liabilities	11,775		12,752
Total equity	546,671	[1]	501,103	[1]
Total liabilities and equity	$ 725,370		$ 678,424

[1] Common shares issued and outstanding of 21,878,262 and 21,552,529, at June 30, 2012 and December 31, 2011, respectively.

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Note 12 - Business Unit Segment Information (Detail) - Business Unit Segment Information (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jul. 02, 2011		Jun. 30, 2012		Jul. 02, 2011
Net sales	$ 175,853		$ 176,615		$ 336,431		$ 343,775
Depreciation and amortization	7,566		7,915		15,517		15,506
Operating income	32,096		35,291		57,920		66,209
Interest expense	421		521		844		857
Other (income) expense, net	(757)		(11)		(656)		(37)
Income before income taxes	32,432		34,781		57,732		65,389
Electronics [Member]
Net sales	89,508		98,390		166,562		185,743
Depreciation and amortization	5,112		5,394		10,598		10,677
Operating income	15,778		20,700		25,889		38,363
Automotive [Member]
Net sales	51,450		50,397		104,076		104,254
Depreciation and amortization	1,502		1,624		2,951		3,039
Operating income	6,965		7,731		16,471		18,125
Electrical [Member]
Net sales	34,895		27,828		65,793		53,778
Depreciation and amortization	952		897		1,968		1,790
Operating income	9,353		7,456		15,560		13,995
All Other Segments [Member]
Operating income		[1]	$ (596)	[1]		[1]	$ (4,274)	[1]

[1] Included in "Other" operating income for the three months ended July 2, 2011 are acquisition related fees. Included in "Other" operating income (loss) for the six months ended July 2, 2011 is a non-cash charge of $3.7 million for the sale of inventory that had been stepped-up to fair value at the acquisition date of Cole Hersee in 2010 as required by purchase accounting rules. As the inventory was sold, the non-cash charge impacted operating income.

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Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2012

Basis of Accounting [Text Block]

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Littelfuse, Inc. and its subsidiaries (the “company”) have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information. Accordingly, certain information and disclosures normally included in the statement of financial information, results of operations and cash flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 29, 2012. 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 December 31, 2011. The company evaluated subsequent events through the date of its financial statements when filed with the Securities and Exchange Commission (“SEC”).

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Note 5 - Debt (Detail) In Millions, unless otherwise specified	3 Months Ended
	Oct. 01, 2011 USD ($)	Jun. 30, 2012 Unsecured Revolving Credit Facility [Member] USD ($)	Jun. 13, 2011 Unsecured Revolving Credit Facility [Member] USD ($)	Jun. 30, 2012 Secured Bank Credit Line [Member] USD ($)	Jun. 30, 2012 Secured Bank Credit Line [Member] EUR (€)
Line of Credit Facility, Maximum Borrowing Capacity			$ 150.0	$ 1.2	€ 1.0
Line of Credit Facility, Potential Maximum Borrowing Capacity			225.0
Line of Credit Facility, Remaining Borrowing Capacity		64.9		0.5
Debt Instrument, Basis Spread on Variable Rate		1.25%		2.10%	2.10%
Line of Credit Facility, Interest Rate at Period End		1.50%		2.30%	2.30%
Write off of Deferred Debt Issuance Cost	0.2
Unamortized Debt Issuance Expense	0.7
Line of Credit Facility, Amount Outstanding	$ 47.0

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Note 5 - Debt (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Long-term Debt Instruments [Table Text Block]

	June 30, 2012		December 31,2011
Revolving credit facility	$	85,242	$	85,000
Less: Current maturities		85,242		85,000
Total long-term debt	$	—	$	—

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Note 5 - Debt (Detail) - Carrying Amounts of Long-term Debt (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Revolving credit facility	$ 85,242	$ 85,000
Less: Current maturities	$ 85,242	$ 85,000

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Note 8 - Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months Ended						For the Six Months Ended
(in thousands except per share amounts)	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income as reported	$	23,604		$	25,269		$	41,493		$	46,847
Less: Distributed earnings available to participating securities		(6	)		(2	)		(11	)		(5	)
Less: Undistributed earnings available to participating securities		(31	)		(103	)		(81	)		(155	)
Numerator for basic earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,164		$	41,401		$	46,687
Add: Undistributed earnings allocated to participating securities		31			102			80			155
Less: Undistributed earnings reallocated to participating securities		(31	)		(100	)		(79	)		(152	)
Numerator for diluted earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,166		$	41,402		$	46,690
Denominator for basic earnings per share —
Weighted-average shares		21,778			22,191			21,693			22,034
Effect of dilutive securities:
Common stock equivalents		296			399			310			426
Denominator for diluted earnings per share —
Adjusted for weighted-average shares & assumed conversions		22,074			22,590			22,004			22,460
Basic earnings per share	$	1.08		$	1.13		$	1.91		$	2.12
Diluted earnings per share	$	1.07		$	1.11		$	1.88		$	2.08

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Note 2 - Acquisition of Businesses

6 Months Ended

Jun. 30, 2012

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

2. Acquisition of Businesses

On December 17, 2010, the company acquired the Cole Hersee Company (“Cole Hersee”), a leading manufacturer of power management products and heavy duty electromechanical and solid-state switches, for approximately $50.0 million. The acquisition allows the company to further expand its off-road, truck and bus business. Cole Hersee is located in Boston, Massachusetts with manufacturing operations in Melchor Muzquiz, Mexico. The company funded the acquisition with available cash.

The following table sets forth the final purchase price allocation for Cole Hersee’s net assets in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values.

Cole Hersee final purchase price allocation (in thousands):
Cash	$	1,708
Current assets, net		17,628
Property, plant and equipment, net		5,368
Customer list		10,700
Distribution network		500
Trademarks		2,900
Goodwill		15,564
Other assets		533
Current liabilities		(2,575	)
Other long-term liabilities		(2,376	)
	$	49,950

All Cole Hersee goodwill and other assets and liabilities were recorded in the Automotive business unit segment and reflected in the Americas geographical area. The customer list is being amortized over 13 years. The distribution network is being amortized over five years.  The trademarks are being amortized over 10 years. Goodwill for the above acquisition is expected to be deductible for tax purposes.

As required by purchase accounting rules, the company recorded a $3.7 million step-up of inventory to its fair value as of the acquisition date. During the first quarter of 2011, as the inventory was sold, cost of goods sold included $3.7 million of non-cash charges for this step-up.

On August 3, 2011, the company acquired 100% of Selco A/S (“Selco”), a manufacturer of relays and generator controls for the marine industry, for approximately $11.1 million. The acquisition allows the company to further expand its global relay business within its Electrical business unit segment. Selco is located in Roskilde, Denmark with a sales office located in Dubai, United Arab Emirates. The company funded the acquisition with available cash.

The following table sets forth the purchase price allocation for Selco’s acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values.

Selco’s purchase price allocation (in thousands):
Cash	$	5
Current assets, net		3,815
Property, plant and equipment, net		183
Distribution network		3,547
Trademarks		389
Patents and licenses		1,439
Goodwill		6,303
Current liabilities		(4,549	)
	$	11,132

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

As required by purchase accounting rules, the company recorded a $0.7 million step-up of inventory to its fair value as of the acquisition date. During the fourth quarter of 2011, as this inventory was sold, cost of goods sold included $0.5 million of non-cash charges for this step-up. The remaining $0.2 million was included in cost of goods sold for the three months ended March 31, 2012.

On May 31, 2012, the company acquired 100% of ACCEL AB (“Accel”), a manufacturer of advanced electromechanical products, including sensors and switches primarily for the automotive industry, for approximately $23.9 million. The acquisition allows the company to expand its automotive product offering and establish a presence in the growing automotive sensor market within its Automotive business unit segment. Accel is based in Vänersborg, Sweden with a manufacturing facility located in Kaunas, Lithuania. The company funded the acquisition with available cash.

The following table sets forth the preliminary purchase price allocation for Accel acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair market or net realizable values. The preliminary purchase price allocation reflected below is based on initial internal estimates as an external valuation has been commenced but is not yet available due to the recent date of the acquisition.

Accel’s preliminary purchase price allocation (in thousands):
Cash	$	344
Current assets, net		8,282
Property, plant and equipment, net		2,367
Other assets		5
Goodwill		7,952
Other intangibles		8,928
Current liabilities		(4,013	)
	$	23,865

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

Pro forma financial information is not presented for the company’s business acquisitions described above due to amounts not being material.

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Condensed Consolidated Balance Sheets (Parentheticals) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Common shares issued	21,878,262	21,552,529
Common shares outstanding	21,878,262	21,552,529

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Note 12 - Business Unit Segment Information

6 Months Ended

Jun. 30, 2012

Segment Reporting Disclosure [Text Block]

12. Business Unit Segment Information

The company 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 Chief Executive Officer (“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 inclusive of depreciation and amortization, but does not evaluate the operating segments using discrete balance sheet information.

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

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

Business unit segment information for the three and six months ended June 30, 2012 and July 2, 2011 are summarized as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net sales
Electronics	$	89,508		$	98,390		$	166,562		$	185,743
Automotive		51,450			50,397			104,076			104,254
Electrical		34,895			27,828			65,793			53,778
Total net sales	$	175,853		$	176,615		$	336,431		$	343,775
Depreciation and amortization
Electronics	$	5,112		$	5,394		$	10,598		$	10,677
Automotive		1,502			1,624			2,951			3,039
Electrical		952			897			1,968			1,790
Total depreciation and amortization	$	7,566		$	7,915		$	15,517		$	15,506
Operating income (loss)
Electronics	$	15,778		$	20,700		$	25,889		$	38,363
Automotive		6,965			7,731			16,471			18,125
Electrical		9,353			7,456			15,560			13,995
Other(a)		—			(596	)		—			(4,274	)
Total operating income		32,096			35,291			57,920			66,209
Interest expense		421			521			844			857
Other (income) expense, net		(757	)		(11	)		(656	)		(37	)
Income before income taxes	$	32,432		$	34,781		$	57,732		$	65,389

(a) Included in “Other” operating income for the three months ended July 2, 2011 are acquisition related fees.  Included  in “Other” operating income (loss) for the six months ended July 2, 2011 is a non-cash charge of $3.7 million for the sale of inventory that had been stepped-up to fair value at the acquisition date of Cole Hersee in 2010 as required by purchase accounting rules. As the inventory was sold, the non-cash charge impacted operating income.

The company’s significant net sales by country for the three and six months ended June 30, 2012 and July 2, 2011 are summarized as follows (in thousands):

	For the Three Months Ended(a)				For the Six Months Ended(a)
	June 30, 2012		July 2, 2011		June 30, 2012		July 2, 2011
United States	$	59,370	$	60,858	$	114,610	$	118,641
China		37,677		40,361		68,127		75,557
Other countries		78,806		75,396		153,694		149,577
Total	$	175,853	$	176,615	$	336,431	$	343,775

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

The company’s significant long-lived assets by country as of June 30, 2012 and December 31, 2011 are summarized as follows (in thousands):

	Long-lived assets(b)
	June 30, 2012		December 31, 2011
United States	$	90,686	$	92,482
China		42,808		45,466
Canada		41,361		42,299
Other countries		114,601		98,917
Total	$	289,456	$	279,164

(b) Long-lived assets includes net property, plant and equipment, intangible assets, net of amortization, and goodwill.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 27, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	LITTELFUSE INC /DE
Document Type	10-Q
Current Fiscal Year End Date	--12-29
Entity Common Stock, Shares Outstanding		21,832,874
Amendment Flag	false
Entity Central Index Key	0000889331
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Note 13 - Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2012

Comprehensive Income (Loss) Note [Text Block]

13. Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table sets forth the computation of comprehensive income for the three and six months ended June 30, 2012 and July 2, 2011, respectively (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income	$	23,604		$	25,269		$	41,493		$	46,847
Other comprehensive income items:
Currency translation adjustments		(9,648	)		4,570			(2,252	)		15,028
Unrealized gain (loss) on available-for-sale securities, net of $0 income taxes		1,308			(868	)		3,120			278
Pension liability adjustment, net tax		59			(28	)		(7	)		(325	)
Comprehensive income	$	15,323		$	28,943		$	42,354		$	61,828

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

	June 30, 2012			December 31, 2011
Pension liability adjustment(a)	$	(13,585	)	$	(13,578	)
Unrealized gain on investments(b)		9,762			6,642
Foreign currency translation adjustment		13,315			15,567
Total	$	9,492		$	8,631

(a)  Net of tax of $7,190 and $7,186 for 2012 and 2011, respectively.

(b)  Net of tax of $0 and $0 for 2012 and 2011, respectively.

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Consolidated Statements of Comprehensive Income (unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Net sales	$ 175,853	$ 176,615	$ 336,431	$ 343,775
Cost of sales	106,291	106,621	206,007	209,078
Gross profit	69,562	69,994	130,424	134,697
Selling, general and administrative expenses	31,189	28,441	59,598	55,836
Research and development expenses	4,887	4,662	10,048	9,457
Amortization of intangibles	1,390	1,600	2,858	3,195
	37,466	34,703	72,504	68,488
Operating income	32,096	35,291	57,920	66,209
Interest expense	421	521	844	857
Other (income) expense, net	(757)	(11)	(656)	(37)
Income before income taxes	32,432	34,781	57,732	65,389
Income taxes	8,828	9,512	16,239	18,542
Net income	23,604	25,269	41,493	46,847
Net income per share:
Basic (in Dollars per share)	$ 1.08	$ 1.13	$ 1.91	$ 2.12
Diluted (in Dollars per share)	$ 1.07	$ 1.11	$ 1.88	$ 2.08
Weighted average shares and equivalent shares outstanding:
Basic (in Shares)	21,778	22,191	21,693	22,034
Diluted (in Shares)	22,074	22,590	22,004	22,460
Comprehensive income	$ 15,323	$ 28,943	$ 42,354	$ 61,828

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Note 7 - Fair Value of Financial Assets and Liabilities

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Text Block]

7. 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 and comprise the Company’s investment in Polytronics. 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 six months ended June 30, 2012. There were no changes during the six months ended June 30, 2012, to the company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of June 30, 2012, 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 June 30, 2012 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	11,508	$	—	$	—	$	11,508
Short-term investments		5,475		—		—		5,475
Total	$	16,983	$	—	$	—	$	16,983

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 31, 2011 (in thousands):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	8,867	$	—	$	—	$	8,867
Short-term investments		13,997		—		—		13,997
Total	$	22,864	$	—	$	—	$	22,864

The company’s other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, current portion of long-term debt, and long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and current portion of long-term debt approximate their fair values. The company’s long-term debt fair value approximates book value at June 30, 2012 and December 31, 2011, respectively, as the long-term debt variable interest rates fluctuate along with market interest rates.

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Note 6 - Financial Instruments and Risk Management

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Text Block]

6. 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. At June 30, 2012, the company does not have any outstanding derivative instruments.

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Note 7 - Fair Value of Financial Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	11,508	$	—	$	—	$	11,508
Short-term investments		5,475		—		—		5,475
Total	$	16,983	$	—	$	—	$	16,983

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-sale securities	$	8,867	$	—	$	—	$	8,867
Short-term investments		13,997		—		—		13,997
Total	$	22,864	$	—	$	—	$	22,864

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Note 14 - Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2012

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

14. Recent Accounting Pronouncements

In May, 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. The new guidance changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. The company adopted the new guidance on January 1, 2012 and will be applied prospectively. There was no significant impact on its consolidated financial statements upon adoption.

In June 2011, the FASB issued authoritative guidance that will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. The company adopted the new guidance on January 1, 2012, which resulted in a different presentation in its consolidated financial statements.

In September 2011, the FASB issued authoritative guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The guidance does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. In addition, the guidance does not amend the requirement to test goodwill for impairment between annual tests if events or circumstances warrant; however, it does revise the examples of events and circumstances that an entity should consider. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The company adopted the new guidance on January 1, 2012 and has determined that it will have no effect on its consolidated financial statements.

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Note 10 - Income Taxes

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Text Block]

10. Income Taxes

The effective tax rate for the second quarter of 2012 was 27.2% compared to an effective tax rate of 27.4% in the second quarter of 2011.  The lower current quarter effective tax rate is below the statutory tax rate primarily due to the result of more income earned in low tax jurisdictions.

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Note 8 - Earnings Per Share

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Text Block]

8. Earnings Per Share

In June 2008, the FASB issued authoritative guidance which states that unvested share-based payment awards that contain non-forfeitable 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.

Effective December 28, 2008, the company adopted the authoritative guidance. The company’s unvested share-based payment awards, such as certain performance shares, restricted shares and restricted share units that contain non-forfeitable rights to dividends, meet the criteria of a participating security. The adoption changed the methodology of computing the company’s earnings pershare 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 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 presents 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.

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

	For the Three Months Ended						For the Six Months Ended
(in thousands except per share amounts)	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net income as reported	$	23,604		$	25,269		$	41,493		$	46,847
Less: Distributed earnings available to participating securities		(6	)		(2	)		(11	)		(5	)
Less: Undistributed earnings available to participating securities		(31	)		(103	)		(81	)		(155	)
Numerator for basic earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,164		$	41,401		$	46,687
Add: Undistributed earnings allocated to participating securities		31			102			80			155
Less: Undistributed earnings reallocated to participating securities		(31	)		(100	)		(79	)		(152	)
Numerator for diluted earnings per share —
Undistributed and distributed earnings available to common shareholders	$	23,567		$	25,166		$	41,402		$	46,690
Denominator for basic earnings per share —
Weighted-average shares		21,778			22,191			21,693			22,034
Effect of dilutive securities:
Common stock equivalents		296			399			310			426
Denominator for diluted earnings per share —
Adjusted for weighted-average shares & assumed conversions		22,074			22,590			22,004			22,460
Basic earnings per share	$	1.08		$	1.13		$	1.91		$	2.12
Diluted earnings per share	$	1.07		$	1.11		$	1.88		$	2.08

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Note 9 - Restructuring

6 Months Ended

Jun. 30, 2012

Restructuring and Related Activities Disclosure [Text Block]

9. Restructuring

During the period 2006 through 2009, the company announced closures of its facilities in Dundalk, Ireland, Irving, Texas, Des Plaines, Illinois, Elk Grove, Illinois, Matamoros, Mexico, Swindon, U.K., Dünsen, Germany, Utrecht, Netherlands, and Yangmei, Taiwan. These manufacturing and distribution center closures were part of a multi-year plan to improve the company’s cost structure and margins by rationalizing the company’s footprint, reducing labor costs and moving closer to customers. As of June 30, 2012, all of these facility closures have been completed except for Yangmei, Taiwan. Together, these initiatives have impacted approximately 946 employees and resulted in aggregate restructuring charges of $53.8 million through June 30, 2012. The company does not expect to incur any additional costs associated with these facility closures and related restructuring activities.

A summary of activity of this liability for the year ended December 31, 2011, and six months ended June 30, 2012 is as follows:

Littelfuse restructuring (in thousands)
Balance at January 1, 2011	$	3,765
Additions		594
Payments		(2,941	)
Exchange rate impact		23
Balance at December 31, 2011		1,441
Additions		59
Payments		(1	)
Exchange rate impact		17
Balance at March 31, 2012		1,516
Additions		—
Payments		(193	)
Exchange rate impact		(20	)
Balance at June 30, 2012	$	1,303

Additional costs recorded that are not related to the initial restructuring plans discussed above were $0.1 million and $0.4 million for the six months ended June 30, 2012 and year ended December 31, 2011, respectively

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Note 11 - Pensions

6 Months Ended

Jun. 30, 2012

Pension and Other Postretirement Benefits Disclosure [Text Block]

11. Pensions

The components of net periodic benefit cost for the three and six and months ended June 30, 2012, compared with the three and six months ended July 2, 2011, were (in thousands):

	U.S. Pension Benefits												Foreign Plans
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Service cost	$	150		$	155		$	300		$	280		$	191		$	153		$	383		$	306
Interest cost		1,241			1,282			2,481			2,555			196			182			391			364
Expected return on plan assets		(1,655	)		(1,631	)		(3,310	)		(3,259	)		(121	)		(121	)		(242	)		(242	)
Amortization of prior service cost		-			-			-			-			-			(1	)		-			(1	)
Amortization of net (gain) loss		84			195			169			374			17			8			34			15
Total cost (credit) of the plan		(180	)		1			(360	)		(50	)		283			221			566			442
Expected plan participants’ contribution		-			-			-			-			-			-			-			-
Net periodic benefit cost (credit)	$	(180	)	$	1		$	(360	)	$	(50	)	$	283		$	221		$	566		$	442

The expected rate of return assumption on domestic pension assets is approximately 7.8% and 8.5% in 2012 and 2011, respectively. The expected return on foreign pension assets is approximately 4.5% and 4.5% in 2012 and 2011, respectively.

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Note 4 - Investments (Detail) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Apr. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2012 EUR (€)	Dec. 31, 2011 USD ($)	Dec. 31, 2011 EUR (€)
Equity Method Investment, Quoted Market Value		$ 11.5	€ 9.2	$ 8.9	€ 6.8
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax		3.1
Cost-method Investments, Aggregate Carrying Amount				6.0
Payments to Acquire Additional Interest in Subsidiaries	10.0
Equity Method Investment, Aggregate Cost		$ 16.0
Equity Method Investment, Ownership Percentage		18.00%

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Note 3 - Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Inventory, Current [Table Text Block]

	June 30, 2012		December 31, 2011
Raw material	$	25,916	$	26,919
Work in process		16,172		10,704
Finished goods		38,741		37,952
Total inventories	$	80,829	$	75,575

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Note 11 - Pensions (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	U.S. Pension Benefits												Foreign Plans
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Service cost	$	150		$	155		$	300		$	280		$	191		$	153		$	383		$	306
Interest cost		1,241			1,282			2,481			2,555			196			182			391			364
Expected return on plan assets		(1,655	)		(1,631	)		(3,310	)		(3,259	)		(121	)		(121	)		(242	)		(242	)
Amortization of prior service cost		-			-			-			-			-			(1	)		-			(1	)
Amortization of net (gain) loss		84			195			169			374			17			8			34			15
Total cost (credit) of the plan		(180	)		1			(360	)		(50	)		283			221			566			442
Expected plan participants’ contribution		-			-			-			-			-			-			-			-
Net periodic benefit cost (credit)	$	(180	)	$	1		$	(360	)	$	(50	)	$	283		$	221		$	566		$	442

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Note 13 - Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Detail) - Computation of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Net income	$ 23,604	$ 25,269	$ 41,493	$ 46,847
Currency translation adjustments	(9,648)	4,570	(2,252)	15,028
Unrealized gain (loss) on available-for-sale securities, net of $0 income taxes	1,308	(868)	3,120	278
Pension liability adjustment, net tax	59	(28)	(7)	(325)
Comprehensive income	$ 15,323	$ 28,943	$ 42,354	$ 61,828

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Note 10 - Income Taxes (Detail)	3 Months Ended
	Jun. 30, 2012	Jul. 02, 2011
Effective Income Tax Rate, Continuing Operations	27.20%	27.40%

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Consolidated Statements of Cash Flows (unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011
OPERATING ACTIVITIES:
Net income	$ 41,493	$ 46,847
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	12,659	12,311
Amortization of intangibles	2,858	3,195
Stock-based compensation	3,725	3,040
Non-cash inventory charge	205	3,678
Excess tax benefit on share-based compensation	(2,246)	(3,685)
Loss (gain) on sale of assets	60	(100)
Changes in operating assets and liabilities:
Accounts receivable	(21,679)	(18,886)
Inventories	(2,150)	(1,475)
Accounts payable	7,173	5,851
Accrued expenses (including post-retirement)	(6,930)	581
Accrued payroll and severance	(3,163)	(7,437)
Accrued taxes	1,093	2,888
Prepaid expenses and other	(521)	(739)
Net cash provided by operating activities	32,577	46,069
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment	(6,747)	(10,559)
Acquisition of business, net of cash acquired	(23,521)	50
Purchase of investment	(10,000)
Purchase of short-term investments	(4,616)
Proceeds from sales of short-term investments	12,401
Proceeds from sale of assets	441	253
Net cash used in investing activities	(32,042)	(10,256)
FINANCING ACTIVITIES:
Proceeds from debt	17,000	85,000
Payments of term debt		(49,000)
Payments of revolving credit facility	(17,500)	(40,000)
Debt issuance costs		(716)
Cash dividends paid	(7,806)	(6,613)
Proceeds from exercise of stock options	10,698	20,673
Excess tax benefit on share-based compensation	2,246	3,685
Net cash provided by financing activities	4,638	13,029
Effect of exchange rate changes on cash and cash equivalents	(371)	5,362
Increase in cash and cash equivalents	4,802	54,204
Cash and cash equivalents at beginning of period	164,016	109,720
Cash and cash equivalents at end of period	$ 168,818	$ 163,924

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Note 5 - Debt

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Text Block]

5. Debt

The carrying amounts of long-term debt at June 30, 2012 and December 31, 2011 are as follows (in thousands):

	June 30, 2012		December 31,2011
Revolving credit facility	$	85,242	$	85,000
Less: Current maturities		85,242		85,000
Total long-term debt	$	—	$	—

On June 13, 2011, the company entered into a new credit agreement with certain commercial banks that provides an unsecured revolving credit facility in an amount of up to $150.0 million, with a potential to increase up to $225.0 million. At June 30, 2012, the company had available $64.9 million of borrowing capacity under the revolver credit agreement at an interest rate of LIBOR plus 1.250% (1.50% as of June 30, 2012). The credit agreement replaces the company’s previous credit agreement dated July 21, 2006 and loan agreement dated September 29, 2008, and, unless terminated earlier, will terminate on June 13, 2016. During the second quarter of 2011, $0.2 million of previously capitalized debt issuance costs were written off as a non-cash charge and $0.7 million of new debt issuance costs incurred was capitalized and will  be amortized over the life of the new credit agreement.

During the second quarter of 2011, as part of the new refinancing arrangement discussed above, $47.0 million of indebtedness that was due on the previous term loan was settled and rolled-over into the revolving credit facility by the lender.

The company has a secured bank credit line in Sweden that provides a €1.0 million (approximately $1.2 million) line of credit at an interest rate of LIBOR plus 2.1% (2.3% as of June 30, 2012). The company had available $0.5 million of borrowing capacity under this line of credit at June 30, 2012.

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Note 12 - Business Unit Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net sales
Electronics	$	89,508		$	98,390		$	166,562		$	185,743
Automotive		51,450			50,397			104,076			104,254
Electrical		34,895			27,828			65,793			53,778
Total net sales	$	175,853		$	176,615		$	336,431		$	343,775
Depreciation and amortization
Electronics	$	5,112		$	5,394		$	10,598		$	10,677
Automotive		1,502			1,624			2,951			3,039
Electrical		952			897			1,968			1,790
Total depreciation and amortization	$	7,566		$	7,915		$	15,517		$	15,506
Operating income (loss)
Electronics	$	15,778		$	20,700		$	25,889		$	38,363
Automotive		6,965			7,731			16,471			18,125
Electrical		9,353			7,456			15,560			13,995
Other(a)		—			(596	)		—			(4,274	)
Total operating income		32,096			35,291			57,920			66,209
Interest expense		421			521			844			857
Other (income) expense, net		(757	)		(11	)		(656	)		(37	)
Income before income taxes	$	32,432		$	34,781		$	57,732		$	65,389

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	For the Three Months Ended(a)				For the Six Months Ended(a)
	June 30, 2012		July 2, 2011		June 30, 2012		July 2, 2011
United States	$	59,370	$	60,858	$	114,610	$	118,641
China		37,677		40,361		68,127		75,557
Other countries		78,806		75,396		153,694		149,577
Total	$	175,853	$	176,615	$	336,431	$	343,775

Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block]

	Long-lived assets(b)
	June 30, 2012		December 31, 2011
United States	$	90,686	$	92,482
China		42,808		45,466
Canada		41,361		42,299
Other countries		114,601		98,917
Total	$	289,456	$	279,164

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Note 8 - Earnings Per Share (Detail) - Computation of Basic and Diluted Earnings Per Share under the Two-class Method (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Net income as reported	$ 23,604	$ 25,269	$ 41,493	$ 46,847
Less: Distributed earnings available to participating securities	(6)	(2)	(11)	(5)
Less: Undistributed earnings available to participating securities	(31)	(103)	(81)	(155)
Numerator for basic earnings per share —
Undistributed and distributed earnings available to common shareholders	23,567	25,164	41,401	46,687
Add: Undistributed earnings allocated to participating securities	31	102	80	155
Less: Undistributed earnings reallocated to participating securities	(31)	(100)	(79)	(152)
Numerator for diluted earnings per share —
Undistributed and distributed earnings available to common shareholders	$ 23,567	$ 25,166	$ 41,402	$ 46,690
Denominator for basic earnings per share —
Weighted-average shares (in Shares)	21,778	22,191	21,693	22,034
Effect of dilutive securities:
Common stock equivalents (in Shares)	296	399	310	426
Denominator for diluted earnings per share —
Adjusted for weighted-average shares & assumed conversions (in Shares)	22,074	22,590	22,004	22,460
Basic earnings per share (in Dollars per share)	$ 1.08	$ 1.13	$ 1.91	$ 2.12
Diluted earnings per share (in Dollars per share)	$ 1.07	$ 1.11	$ 1.88	$ 2.08

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Note 2 - Acquisition of Businesses (Tables)

6 Months Ended

Jun. 30, 2012

Cole Hersee Company [Member]

Schedule of Purchase Price Allocation [Table Text Block]

Cole Hersee final purchase price allocation (in thousands):
Cash	$	1,708
Current assets, net		17,628
Property, plant and equipment, net		5,368
Customer list		10,700
Distribution network		500
Trademarks		2,900
Goodwill		15,564
Other assets		533
Current liabilities		(2,575	)
Other long-term liabilities		(2,376	)
	$	49,950

Selco A/S [Member]

Schedule of Purchase Price Allocation [Table Text Block]

Selco’s purchase price allocation (in thousands):
Cash	$	5
Current assets, net		3,815
Property, plant and equipment, net		183
Distribution network		3,547
Trademarks		389
Patents and licenses		1,439
Goodwill		6,303
Current liabilities		(4,549	)
	$	11,132

Accel AB [Member]

Schedule of Purchase Price Allocation [Table Text Block]

Accel’s preliminary purchase price allocation (in thousands):
Cash	$	344
Current assets, net		8,282
Property, plant and equipment, net		2,367
Other assets		5
Goodwill		7,952
Other intangibles		8,928
Current liabilities		(4,013	)
	$	23,865