8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

  (Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported)

March 25, 2016

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20388	36-3795742
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8755 W. Higgins Road, Suite 500, Chicago, IL 60631 (Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (773) 628-1000

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

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

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

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

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

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Littelfuse, Inc. (the “Company”) on March 28, 2016 (the “Initial Report”), in order to provide certain financial statements and pro forma financial information required under Item 9.01(a) and Item 9.01(b) of Form 8-K, with respect to the Company’s acquisition of the circuit protection devices business of TE Connectivity Ltd. as described in the Initial Report.

Item 9.01. Financial Statements and Exhibits.

(a)           Financial Statements of Business Acquired.

The audited combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of and for the years ended September 25, 2015 and September 26, 2014, the notes related thereto and the related independent auditor’s report of Deloitte & Touche LLP, are filed as Exhibit 99.1 to this report and incorporated herein by reference.

The unaudited condensed combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of December 25, 2015 and for the three months ended December 25, 2015 and December 26, 2014 and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

(b)           Pro Forma Financial Information.

The unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016, the unaudited pro forma condensed combined balance sheet as of January 2, 2016 and the notes related thereto, are filed as Exhibit 99.3 to this report and incorporated herein by reference.

(d)           Exhibits.

Exhibit 23.1	Consent of Deloitte & Touche LLP.
Exhibit 99.1	The audited combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of and for the years ended September 25, 2015 and September 26, 2014, the notes related thereto and the related independent auditor’s report of Deloitte & Touche LLP.
Exhibit 99.2	The unaudited condensed combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of December 25, 2015 and for the three months ended December 25, 2015 and December 26, 2014 and the notes related thereto.
Exhibit 99.3	The unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016, the unaudited pro forma condensed combined balance sheet as of January 2, 2016 and the notes related thereto.

 

SIGNATURE

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

	LITTELFUSE, INC.
DATE: June 10, 2016	By:	/s/ Meenal A. Sethna
	Name:	Meenal A. Sethna
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Deloitte & Touche LLP.
99.1	The audited combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of and for the years ended September 25, 2015 and September 26, 2014, the notes related thereto and the related independent auditor’s report of Deloitte & Touche LLP.
99.2	The unaudited condensed combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd., as of December 25, 2015 and for the three months ended December 25, 2015 and December 26, 2014 and the notes related thereto.
99.3	The unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016, the unaudited pro forma condensed combined balance sheet as of January 2, 2016 and the notes related thereto.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-209865, 333-166953, 333-134700, 333-134699 and 333-64285) of Littelfuse, Inc. of our report dated January 8, 2016 (which report expresses an unqualified opinion and includes an emphasis-of-matter paragraph relating to allocations from TE Connectivity Ltd. and subsidiaries) related to the combined financial statements of the Circuit Protection Devices Business of TE Connectivity Ltd. as of and for the fiscal years ended September 25, 2015 and September 26, 2014, appearing in this Current Report on Form 8-K/A of Littelfuse, Inc.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

June 10, 2016

EX-99.1

Exhibit 99.1

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED FINANCIAL STATEMENTS

As of and for the fiscal years ended September 25, 2015 and September 26, 2014

1

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

INDEX TO COMBINED FINANCIAL STATEMENTS

	Page
Independent Auditors’ Report	3
Combined Statements of Operations for the Fiscal Years Ended September 25, 2015 and September 26, 2014	4
Combined Statements of Comprehensive Income for the Fiscal Years Ended September 25, 2015 and September 26, 2014	5
Combined Balance Sheets as of September 25, 2015 and September 26, 2014	6
Combined Statements of Business Unit Equity for the Fiscal Years Ended September 25, 2015 and September 26, 2014	7
Combined Statements of Cash Flows for the Fiscal Years Ended September 25, 2015 and September 26, 2014	8
Notes to Combined Financial Statements	9

2

INDEPENDENT AUDITORS' REPORT

To the Senior Management of TE Connectivity Ltd.

Schaffhausen, Switzerland

We have audited the accompanying combined financial statements of the Circuit Protection Devices Business (the “Company”) of TE Connectivity Ltd., which comprise the balance sheets as of September 25, 2015 and September 26, 2014, and the related combined statements of operations, comprehensive income, business unit equity and cash flows for the years then ended, and the related notes to the combined financial statements.

Management's Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Circuit Protection Devices Business of TE Connectivity Ltd. as of September 25, 2015 and September 26, 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 1 and Note 2 of the combined financial statements, the combined balance sheets and combined statements of operations include allocations from TE Connectivity Ltd.These allocations may not be reflective of the actual level of assets, liabilities, or costs which would have been incurred had the Circuit Protection Devices Business operated as a separate entity apart from TE Connectivity Ltd. Our opinion is not modified with respect to this matter.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

January 8, 2016

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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED STATEMENTS OF OPERATIONS

Fiscal Years Ended September 25, 2015 and September 26, 2014

	Fiscal
	2015		2014
	(in thousands)
Net sales	$	193,288	$	224,224
Cost of sales		122,907		139,645
Gross margin		70,381		84,579
Selling expenses		18,175		21,320
General and administrative expenses		13,954		16,446
Research, development, and engineering expenses		13,760		16,100
Restructuring charges, net		483		6,985
Income before income taxes		24,009		23,728
Income tax expense		9,770		6,125
Net income	$	14,239	$	17,603

See Notes to Combined Financial Statements.

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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years Ended September 25, 2015 and September 26, 2014

	Fiscal
	2015			2014
	(in thousands)
Net income	$	14,239		$	17,603
Other comprehensive loss:
Currency translation		(5,357	)		(4,065	)
Other comprehensive loss		(5,357	)		(4,065	)
Comprehensive income	$	8,882		$	13,538

See Notes to Combined Financial Statements.

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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED BALANCE SHEETS

As of September 25, 2015 and September 26, 2014

	Fiscal Year End
	2015		2014
	(in thousands)
Assets
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $34 and $84, respectively	$	36,901	$	42,969
Inventories		18,186		21,335
Prepaid expenses and other current assets		4,476		5,166
Deferred income taxes		5,181		5,500
Total current assets		64,744		74,970
Property, plant, and equipment, net		42,631		45,710
Goodwill		80,000		80,000
Intangible assets, net		17,931		20,046
Deferred income taxes		4,845		4,902
Other assets		8,219		12,124
Total Assets	$	218,370	$	237,752
Liabilities and Business Unit Equity
Current liabilities:
Accounts payable	$	22,775	$	25,603
Accrued and other current liabilities		20,440		23,369
Total current liabilities		43,215		48,972
Deferred income taxes		6,720		7,488
Income taxes		4,288		6,615
Other liabilities		2,060		1,902
Total Liabilities		56,283		64,977
Commitments and contingencies (Note 9)
Business Unit Equity:
Parent company investment		145,590		150,921
Accumulated other comprehensive income		16,497		21,854
Total Business Unit Equity		162,087		172,775
Total Liabilities and Business Unit Equity	$	218,370	$	237,752

See Notes to Combined Financial Statements.

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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED STATEMENTS OF BUSINESS UNIT EQUITY

Fiscal Years Ended September 25, 2015 and September 26, 2014

	Parent Company Investment			Accumulated Other Comprehensive Income			Total Business Unit Equity
				(in thousands)
Balance at September 27, 2013	$	149,525		$	25,919		$	175,444
Net income		17,603			—			17,603
Other comprehensive loss		—			(4,065	)		(4,065	)
Total comprehensive income (loss)		17,603			(4,065	)		13,538
Net decrease in Parent company investment		(16,207	)		—			(16,207	)
Balance at September 26, 2014	$	150,921		$	21,854		$	172,775
Net income		14,239			—			14,239
Other comprehensive loss		—			(5,357	)		(5,357	)
Total comprehensive income (loss)		14,239			(5,357	)		8,882
Net decrease in Parent company investment		(19,570	)		—			(19,570	)
Balance at September 25, 2015	$	145,590		$	16,497		$	162,087

See Notes to Combined Financial Statements.

7

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

COMBINED STATEMENTS OF CASH FLOWS

Fiscal Years Ended September 25, 2015 and September 26, 2014

	Fiscal
	2015			2014
	(in thousands)
Cash Flows From Operating Activities:
Net income	$	14,239		$	17,603
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization		9,225			11,152
Non-cash restructuring charges		—			2,811
Deferred income taxes		(1,238	)		(4,750	)
Provision for losses on accounts receivable and inventories		(1,626	)		(184	)
Share-based compensation expense		1,093			1,175
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		4,908			(1,036	)
Inventories		4,019			686
Accounts payable		(2,969	)		(1,743	)
Accrued and other current liabilities		(4,582	)		3,446
Other		452			926
Net cash provided by operating activities		23,521			30,086
Cash Flows From Investing Activities:
Capital expenditures		(6,543	)		(6,632	)
Net cash used in investing activities		(6,543	)		(6,632	)
Cash Flows From Financing Activities:
Net financing activities with Parent and Parent’s subsidiaries		(16,978	)		(23,454	)
Net cash used in financing activities		(16,978	)		(23,454	)
Net increase in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of fiscal year		—			—
Cash and cash equivalents at end of fiscal year	$	—		$	—

See Notes to Combined Financial Statements.

8

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The Circuit Protection Devices business (“CPD” or the “Company”) of TE Connectivity Ltd. (“TE Connectivity” or “Parent”) is a leading global designer and manufacturer of electronic circuit protection devices with over thirty years of industry leadership. The Company focuses on Polymeric Positive Technology Coefficient (“PPTC”) technology. PPTC devices, magnetic circuit breakers, gas discharge tubes, hybrid PPTC/Zener diode devices, and metal hybrid protection devices are circuit protection devices that help protect a circuit from damage caused by one or more of an overcurrent, overvoltage, or temperature fault. PPTC devices are resettable devices made from a blend of polymer and a conducive filler. CPD’s customers include large global electronics manufacturers, automotive original equipment manufacturers, and industrial product and robotic manufacturers.

These combined financial statements (“Combined Financial Statements”) reflect the combined historical results of operations, financial position, and cash flows of CPD described in more detail below. Unless otherwise indicated, references in the notes to the Combined Financial Statements to “we”, “us,” and “our” refer to CPD and its combined operations. References to the Combined Financial Statements refer to the information included herein with respect to the historical results of operations, financial position, and cash flows of CPD, which is a business unit of Parent.

CPD has four core end-markets for its products, including:

● Automotive: CPD provides motor protection, thermal protection, as well as circuit protection devices in infotainment and electronic features within cars.

● Battery: CPD provides circuit protection devices for portable electronic applications, including smart phones, tablets and notebook PCs.

● Business, Communication & Entertainment (BCE): CPD provides over-current protection and over-voltage protection devices for digital electronics, such as printers, set-top boxes, gaming systems and modems.

● Industrial: CPD provides circuit protection devices to intelligent building applications, automation, data centers, and LED industries.

Basis of Presentation

These Combined Financial Statements have been prepared in United States (“U.S.”) dollars in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The assets and liabilities in the Combined Financial Statements have been reflected on a historical cost basis, as included in the historical consolidated balance sheets of Parent. The combined statements of operations include allocations for a) certain support functions that are provided on a centralized basis by Parent and historically recorded at the business unit level and b) corporate costs not historically allocated by Parent to the business unit level. These expenses include departmental charges related to executive office, finance, tax, treasury, human resources, information technology, and legal, among others. These expenses have been allocated to CPD on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of operating income, headcount or other measures of CPD or Parent. Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Combined Financial Statements may not include the actual expenses that would have been incurred by CPD and may not reflect the combined results of operations, financial position, and cash flows had it been a stand-alone business during the periods presented. Actual costs that would have been incurred if CPD had been a stand-alone business would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

9

Fiscal Year

Unless otherwise indicated, references in the Combined Financial Statements to fiscal 2015 and 2014 are to our fiscal years ended September 25, 2015 and September 26, 2014. Our fiscal year is a "52-53 week" year ending on the last Friday of September, such that each quarterly period is 13 weeks in length. For fiscal years in which there are 53 weeks, the fourth quarter reporting period will include 14 weeks. Fiscal 2015 and 2014 were each 52 weeks in length.

Use of Estimates

The preparation of the Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Significant estimates in these Combined Financial Statements include restructuring charges, allowances for doubtful accounts receivable, estimates of future cash flows and discount rates associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal contingencies, tax reserves and deferred tax asset valuation allowances, and the determination of discount and other rate assumptions for pension benefit expenses. Actual results could differ materially from these estimates.

2. Summary of Significant Accounting Policies

Principles of Combination

The Combined Financial Statements include assets and liabilities that have been determined to be either specifically identifiable or otherwise attributable to CPD. In certain cases, assets or liabilities that were not specifically identified to the CPD business were allocated on a proportional basis in the combined balance sheets using financial metrics deemed most appropriate for each account. All significant intercompany transactions and accounts within CPD’s combined businesses have been eliminated. All intercompany transactions between CPD and Parent have been included in these Combined Financial Statements as Parent company investment. Expenses related to corporate allocations from Parent to CPD are considered to be effectively settled for cash in the Combined Financial Statements at the time the transaction is recorded, with the offset recorded against Parent company investment. See Note 14 for additional information regarding transactions with Parent and other related-party transactions.

Revenue Recognition

Our revenues are generated principally from the sale of our products. Revenue from the sale of products is recognized at the time title and the risks and rewards of ownership pass to the customer. This generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured.

We generally warrant that our products will conform to our or mutually agreed to specifications and that our products will be free from material defects in materials and workmanship for a limited time. We limit our warranty to the replacement or repair of defective parts or a refund or credit of the price of the defective product. We accept returned goods only when the customer makes a verified claim and we have authorized the return.

We provide certain distributors with an inventory allowance for returns or scrap equal to a percentage of qualified purchases. A reserve for estimated returns and scrap allowances is established at the time of the sale, based on an agreed upon fixed percentage of sales to distributors, and is recorded as a reduction of sales.

Other allowances include customer quantity and price discrepancies. A reserve for other allowances is generally established at the time of sale based on historical experience and is recorded as a reduction of sales. We believe we can reasonably and reliably estimate the amounts of future allowances.

Cash and Cash Equivalents

Parent employs a cash pooling structure globally that results in cash balances being centrally managed. Transfers of cash to and from Parent’s cash management function are reflected as a component of Parent company investment in the combined balance sheets.

10

Inventories

Inventories are recorded at the lower of cost or market value using the first-in, first-out cost method.

Property, Plant, and Equipment, Net

Property, plant, and equipment is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 10 to 20 years for land improvements, 5 to 40 years for buildings and improvements, and 1 to 15 years for machinery and equipment. The combined balance sheets include property, plant, and equipment owned by CPD. Transfers of property, plant, and equipment between the Company and Parent are accounted for as changes in Parent company investment.

We periodically evaluate, when events and circumstances warrant, the net realizable value of property, plant, and equipment and other long-lived assets, relying on a number of factors including operating results, business plans, economic projections, and anticipated future cash flows. When indicators of potential impairment are present, the carrying value of the asset group is evaluated in relation to the operating performance and estimated future undiscounted cash flows of the underlying asset group. Impairment of the carrying value is recognized whenever anticipated future undiscounted cash flow estimates are less than the carrying value of the asset. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and discount rates, reflecting varying degrees of perceived risk.

Goodwill and Other Intangible Assets

Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. Intangible assets with a determinable life primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, as well as customer relationships. Recoverability estimates range from 5 to 50 years and costs are generally amortized on a straight-line basis. An evaluation of the remaining useful life of determinable-lived intangible assets is performed on a periodic basis and when events and circumstances warrant an evaluation.

At September 25, 2015, we had one reporting unit. Goodwill impairment is evaluated by comparing the carrying value of our reporting unit to its fair value on the first day of the fourth fiscal quarter of each year or whenever we believe a triggering event requiring a more frequent assessment has occurred. In assessing the existence of a triggering event, management relies on a number of reporting-unit-specific factors including operating results, business plans, economic projections, anticipated future cash flows, transactions, and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors to the impairment analysis.

When testing for goodwill impairment, we perform a step I goodwill impairment test to identify a potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, goodwill may be impaired and a step II goodwill impairment test is performed to measure the amount of impairment, if any. In the step II goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The implied fair value of goodwill is determined in a manner consistent with how goodwill is recognized in a business combination. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

Fair value estimates used in the step I goodwill impairment tests are calculated using an income approach based on the present value of future cash flows of the reporting unit. The income approach generally has been supported by guideline analyses (a market approach). These approaches incorporate a number of assumptions including future growth rates, discount rates, income tax rates, and market activity in assessing fair value and are reporting unit-specific. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods.

Research and Development

Research and development expenditures are expensed when incurred and are included in research, development, and engineering expenses in our combined statements of operations. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses and totaled $12,351 thousand and $14,644 thousand in fiscal 2015 and 2014, respectively.

11

Income Taxes

Income taxes are computed in accordance with the provisions of Accounting Standards Codification (“ASC”) 740, Income Taxes. Certain portions of CPD’s operations have historically been included in Parent’s U.S. federal and state tax returns or non-U.S. jurisdiction tax returns. Income taxes as presented herein attribute current and deferred income taxes of Parent to CPD’s stand-alone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by ASC 740. Accordingly, CPD’s income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the combined group as if the group member were a separate taxpayer and the benefits of a consolidated return have been reflected where such returns have or could be filed based on the entities’ jurisdictions included in the financial statements. As a result, actual tax transactions included in the consolidated financial statements of Parent may not be included in the separate Combined Financial Statements of CPD. Similarly, the tax treatment of certain items reflected in the separate Combined Financial Statements of CPD may not be reflected in the consolidated financial statements and tax returns of Parent. Therefore, portions of items such as net operating losses, credit carryforwards, other deferred taxes, uncertain tax positions, and valuation allowances may exist in the stand-alone financial statements that may or may not exist in Parent’s consolidated financial statements.

In the Combined Financial Statements, CPD’s results of operations in each taxing jurisdiction have been treated as if they were generated in separate taxable entities for the purposes of applying ASC 740. Certain of CPD’s U.S. and non-U.S. operations generated tax losses that were included in profitable subsidiaries of Parent. In these Combined Financial Statements, we have presented these tax losses as hypothetical tax loss carryforwards, subject to a valuation allowance if applicable. Deferred tax assets and liabilities are determined based on the differences between the book and tax basis of particular assets and liabilities and operating loss carryforwards using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Because portions of CPD’s operations are included in Parent’s tax returns, payments to certain tax authorities are made by Parent, and not by CPD. CPD does not maintain taxes payable to/from Parent and the payments are deemed to settle the annual current tax payable balances immediately with the legal entities paying the tax in the respective jurisdictions through changes in Parent company investment.

Fair Value Measurements and Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, specifies a fair value hierarchy based upon the observable inputs utilized in valuation of certain assets and liabilities. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. Fair value measurements are classified under the following hierarchy:

• Level 1. Quoted prices in active markets for identical assets and liabilities.

• Level 2. Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flows methodologies, and similar techniques that use significant unobservable inputs.

Our financial instruments consist primarily of accounts receivable and payable. These instruments are recorded on our combined balance sheets at book value because we believe that book value approximates fair value due to the short-term nature of these instruments. The following is a description of the valuation methodologies used for the respective financial instruments:

• Accounts receivable. Accounts receivable are valued based on the net value expected to be realized. The net realizable value generally represents an observable contractual agreement (level 2).

• Accounts payable. Accounts payable are valued based on the net value expected to be paid, generally supported by an observable contractual agreement (level 2).

12

Business Unit Equity

Business unit equity includes Parent’s investment in CPD and accumulated other comprehensive income. See Note 14 for additional information regarding transactions with Parent and other related-party transactions.

Pension Benefits

CPD employees are eligible to participate in certain of Parent’s defined benefit pension plans with employees from other Parent businesses (the “Shared Plans”). CPD accounts for the Shared Plans as multiemployer plans, recording actuarially-determined service and interest cost as an allocation of net periodic benefit costs associated with CPD employees participating in those Shared Plans.

Share-Based Compensation

We determine the fair value of share awards of Parent stock on the date of grant. Share options are valued using the Black-Scholes-Merton valuation model; restricted share awards are valued using our end-of-day share price on the date of grant. That fair value is expensed ratably over the expected service period, with an allowance made for estimated forfeitures based on historical employee activity. For share-based compensation amounts related to CPD employees, the expense was specifically identified. With regard to non-CPD employees, such as Parent’s corporate employees, expenses were proportionally allocated to general and administrative expenses based upon operating income.

Currency Translation

For our non-U.S. dollar functional currency subsidiaries, assets and liabilities are translated into U.S. dollars using fiscal period end exchange rates. Sales and expenses are translated at average monthly exchange rates. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income within business unit equity.

Gains and losses resulting from foreign currency transactions, which are included in earnings, were not significant in fiscal 2015 and 2014.

Restructuring Charges, Net

Restructuring activities involve employee-related termination costs, facility exit costs, and asset impairments resulting from reductions-in-force, migration of facilities or product lines from higher-cost to lower-cost countries, or consolidation of facilities within countries. We recognize termination costs based on requirements established per severance policy, government law, or previous actions. Facility exit costs generally reflect the cost to terminate a facility lease before the end of its term (measured at fair value at the time we cease using the facility) or costs that will continue to be incurred under the facility lease without future economic benefit to us. Restructuring activities often result in the disposal or abandonment of assets that require an acceleration of depreciation or impairment reflecting the excess of the assets’ carrying values over fair value.

The recognition of restructuring costs require that we make certain judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimated liabilities, requiring the recognition of additional restructuring costs or the reduction of liabilities already recognized. At the end of each reporting period, we evaluate the remaining accrued balances to ensure these balances are properly stated and the utilization of the reserves are for their intended purpose in accordance with developed exit plans.

Contingent Liabilities

We record a loss contingency when the available information indicates it is probable that we have incurred a liability and the amount of the loss is reasonably estimable. When a range of possible losses with equal likelihood exists, we record the low end of the range. The likelihood of a loss with respect to a particular contingency is often difficult to predict, and determining a meaningful estimate of the loss or a range of loss may not be practicable based on information available. In addition, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must continuously be evaluated to determine whether a loss is probable and a reasonable estimate of that loss can be made. When a loss is probable but a reasonable estimate cannot be made, or when a loss is at least reasonably possible, disclosure is provided.

13

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 606, Revenue from Contracts with Customers. This guidance supersedes ASC 605, Revenue Recognition, and introduces a single, comprehensive, five-step revenue recognition model. ASC 606 also enhances disclosures related to revenue recognition. ASC 606 will be effective for us in the first quarter of fiscal 2019 and allows for either a full retrospective or a modified retrospective approach at adoption. We are continuing to assess the impact of adopting ASC 606, but do not expect adoption to have a material impact on our results of operations or financial position.

3. Restructuring Charges, Net

Activity in our restructuring reserves, which primarily consist of employee severance costs, is summarized as follows:

	Balance at Beginning of Fiscal Year		Charges(1)		Changes in Estimate(1)			Cash Payments			Non-Cash Items and Other(2)			Balance at End of Fiscal Year
	(in thousands)
Fiscal 2015 Activity:
Pre-Fiscal 2014 Actions	$	6,839	$	483	$	—		$	(2,544	)	$	(435	)	$	4,343
Fiscal 2014 Activity:
Pre-Fiscal 2014 Actions	$	5,387	$	7,621	$	(636	)	$	(2,223	)	$	(3,310	)	$	6,839

(1)	Charges and changes in estimate represent total restructuring charges, net on the combined statements of operations.
(2)	Includes non-cash charges associated with asset write-offs and the effects of currency translation.

Prior to fiscal 2014, we initiated restructuring programs primarily associated with headcount reductions and manufacturing site closures. In connection with these programs, we recorded net restructuring charges of $483 thousand and $6,985 thousand during fiscal 2015 and 2014, respectively. We do not expect to incur any additional charges related to programs initiated prior to fiscal 2014.

Total Restructuring Reserves

At September 25, 2015 and September 26, 2014, all restructuring reserves were included in accrued and other current liabilities on the combined balance sheets.

14

4. Inventories

Inventories consisted of the following:

	Fiscal Year End
	2015		2014
	(in thousands)
Raw materials	$	3,511	$	3,699
Work in progress		7,419		8,486
Finished goods		7,256		9,150
Inventories	$	18,186	$	21,335

5. Property, Plant, and Equipment, Net

Net property, plant, and equipment consisted of the following:

	Fiscal Year End
	2015			2014
	(in thousands)
Land and improvements	$	6,011		$	6,650
Buildings and improvements		17,103			18,282
Machinery and equipment		117,551			126,759
Construction in process		5,804			6,326
Gross property, plant, and equipment		146,469			158,017
Accumulated depreciation		(103,838	)		(112,307	)
Property, plant, and equipment, net	$	42,631		$	45,710

Depreciation expense was $7,161 thousand and $9,083 thousand in fiscal 2015 and 2014, respectively.

6. Intangible Assets, Net

Intangible assets consisted of the following:

	Fiscal Year End
	2015							2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in thousands)
Intellectual property	$	50,570	$	(33,359	)	$	17,211	$	50,570	$	(31,336	)	$	19,234
Other		1,080		(360	)		720		1,154		(342	)		812
Total	$	51,650	$	(33,719	)	$	17,931	$	51,724	$	(31,678	)	$	20,046

Intangible asset amortization expense was $2,064 thousand and $2,069 thousand for fiscal 2015 and 2014, respectively.

15

The aggregate amortization expense on intangible assets is expected to be as follows:

	(in thousands)
Fiscal 2016	$	2,072
Fiscal 2017		2,072
Fiscal 2018		2,072
Fiscal 2019		2,049
Fiscal 2020		2,038
Thereafter		7,628
Total	$	17,931

7. Goodwill

Goodwill was $80,000 thousand and accumulated impairment losses were $214,000 thousand at September 25, 2015. There were no changes to these balances from fiscal 2014 or 2013.

8. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

	Fiscal Year End
	2015		2014
	(in thousands)
Accrued payroll and employee benefits	$	9,235	$	11,145
Restructuring reserves		4,343		6,839
Value-added and other duties and taxes payable		2,192		2,635
Income taxes payable		1,820		—
Warranty liability		448		559
Other		2,402		2,191
Accrued and other current liabilities	$	20,440	$	23,369

9. Commitments and Contingencies

General Matters

We have facility, land, vehicle, and equipment leases that expire at various dates. Rental expense under these leases was $619 thousand and $665 thousand for fiscal 2015 and 2014, respectively. At September 25, 2015, the minimum lease payment obligations under non-cancelable lease obligations were as follows:

	(in thousands)
Fiscal 2016	$	483
Fiscal 2017		381
Fiscal 2018		321
Fiscal 2019		149
Fiscal 2020 and thereafter		—
Total	$	1,334

Legal Proceedings

In the ordinary course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

16

10. Retirement Plans

Certain CPD employees participate in various defined benefit pension plans sponsored by Parent (the “Shared Plans”). Pension expense, calculated as actuarially determined service and interest cost, for CPD employees that participate in these Shared Plans was $542 thousand and $604 thousand in fiscal 2015 and 2014, respectively. The combined balance sheets do not include any liabilities associated with the Shared Plans.

11. Income Taxes

As previously discussed in Note 2, although certain portions of CPD’s operations were historically included as a part of Parent’s tax returns, the income tax provisions in the combined statements of operations have been calculated as if CPD filed separate income tax returns and was operating as a stand-alone business for each period presented, also known as the separate-return method. Therefore, portions of items such as net operating losses, credit carryforwards, other deferred taxes, uncertain tax positions, and valuation allowances may exist in the stand-alone financial statements that may or may not exist in Parent’s consolidated financial statements and may not be reflective of CPD’s actual tax balances.

Because portions of CPD’s operations are included in Parent’s tax returns, payments to certain tax authorities are made by Parent, and not by CPD. CPD does not maintain taxes payable to/from Parent and the payments are deemed to settle the annual current tax payable balances immediately with the legal entities paying the tax in the respective jurisdictions. These settlements are reflected as changes in Parent company investment.

Components of the income tax expense were as follows:

	Fiscal
	2015			2014
	(in thousands)
Current:
U.S.:
Federal	$	—		$	—
State		—			—
Non-U.S.		11,008			10,875
Current income tax provision		11,008			10,875
Deferred:
U.S.:
Federal		—			—
State		—			—
Non-U.S.		(1,238	)		(4,750	)
Deferred income tax provision (benefit)		(1,238	)		(4,750	)
Income tax expense (benefit)	$	9,770		$	6,125

The U.S. and non-U.S. components of income before income taxes were as follows:

	Fiscal
	2015			2014
	(in thousands)
U.S.	$	(2,362	)	$	(7,193	)
Non-U.S.		26,371			30,921
Income before income taxes	$	24,009		$	23,728

17

The reconciliation between U.S. federal income taxes at the statutory rate and provision for income taxes on continuing operations was as follows:

	Fiscal
	2015			2014
	(in thousands)
Notional U.S. federal income tax provision at the statutory rate	$	8,403		$	8,305
Adjustments to reconcile to the income tax provision:
Non-U.S. net earnings		(3,177	)		(6,207	)
Tax effect of intra-entity transactions		3,360			2,643
Valuation allowance		1,031			1,710
Other		153			(326	)
Income tax expense	$	9,770		$	6,125

Income tax expense for fiscal 2015 reflects expense of $3,360 thousand and $1,031 thousand, respectively, related to the tax impact of an intra-entity sale of property and changes in the valuation allowance primarily related to certain U.S. and non-U.S. net operating loss carryforwards.

Income tax expense for fiscal 2014 reflects expense of $2,643 thousand and $1,710 thousand, respectively, related to the tax impact of an intra-entity sale of property and changes in the valuation allowance primarily related to certain U.S. and non-U.S. net operating loss carryforwards.

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax asset were as follows:

	Fiscal Year End
	2015			2014
	(in thousands)
Deferred tax assets:
Accrued liabilities and reserves	$	5,433		$	7,199
Property, plant, and equipment		3,339			3,670
Tax loss carryforwards		5,755			2,822
Inventories		2,547			2,885
Other		81			60
		17,155			16,636
Deferred tax liabilities:
Intangible assets		(6,503	)		(7,285	)
Other		(134	)		(247	)
		(6,637	)		(7,532	)
Net deferred tax asset before valuation allowance		10,518			9,104
Valuation allowance		(7,346	)		(6,436	)
Net deferred tax asset	$	3,172		$	2,668

18

As of fiscal year end 2015, we had $3,080 thousand of U.S. net operating loss carryforwards (tax effected) and $181 thousand of U.S. state net operating loss carryforwards (tax effected) which will expire in future years through 2035. We also had $2,494 thousand of net operating loss carryforwards (tax effected) in certain non-U.S. jurisdictions, of which $1,439 thousand have no expiration and $1,055 thousand will expire in future years through 2025.

The valuation allowance for deferred tax assets of $7,346 and $6,436 thousand at fiscal year end 2015 and 2014, respectively, relates to the uncertainty in the utilization of certain deferred tax assets, primarily tax losses, in various jurisdictions. We believe that we will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets. The valuation allowance was calculated in accordance with the provisions of ASC 740, which requires that a valuation allowance be established or maintained when it is more likely than not that all or a portion of deferred tax assets will not be realized.

CPD activities are conducted in various legal entities of Parent and its subsidiaries. These legal entities operate in a variety of taxing jurisdictions and file income tax returns as required. The income tax amounts presented for CPD include certain reasonable allocations of the book/tax differences and tax attributes of these legal entities. Certain CPD U.S. and non-U.S. operations generated tax losses that were included in profitable Parent subsidiaries. In these Combined Financial Statements, we have presented these tax losses as hypothetical tax loss carryforwards, subject to a valuation allowance, if applicable.

The basis of presentation in the Combined Financial Statements is a combination and the tax calculation assumes that there is no parent of this group of companies and no parent subsidiary ownership relationship in the group. Therefore, it is not applicable to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investments in subsidiaries.

Uncertain Tax Position Provisions of ASC 740

The unrecognized income tax benefits and related amounts presented below include certain reasonable allocations of tax, interest, and penalties. A combination of specific identification and allocation, as appropriate, was applied.

As of fiscal year end 2015 and 2014, CPD had total unrecognized income tax benefits of $5,624 thousand and $6,485 thousand, respectively. If recognized in future periods, all of these currently unrecognized income tax benefits would impact the income tax provision and effective tax rate. The following table summarizes the activity related to unrecognized income tax benefits:

	Fiscal
	2015			2014
	(in thousands)
Balance at beginning of fiscal year	$	6,485		$	7,623
Additions related to prior periods tax positions		1,392			134
Reductions related to prior periods tax positions		(1,824	)		(1,271	)
Additions related to current period tax positions		102			747
Settlements		(531	)		(748	)
Balance at end of fiscal year	$	5,624		$	6,485

We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of fiscal year end 2015 and 2014, we had recorded $732 thousand and $853 thousand, respectively, of accrued interest and penalties related to uncertain tax positions on the combined balance sheets, all of which was recorded in income taxes. During fiscal 2015 and 2014, we recognized benefits of $121 thousand and $204 thousand, respectively related to interest and penalties on the combined statements of operations.

CPD’s operations were included in various income tax returns which were filed on a unitary, consolidated, or stand-alone basis in multiple U.S. jurisdictions, which generally have statutes of limitations ranging from 3 to 4 years.

CPD’s non-U.S. operations were included in various income tax returns of non-U.S. subsidiaries which file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from 3 to 10 years.

19

As of September 25, 2015, under applicable statutes, the following tax years remained subject to examination in the major tax jurisdictions indicated:

Jurisdiction	Open Years
China	2005 through 2015
Hong Kong	2009 through 2015
Japan	2009 through 2015
Switzerland	2010 through 2015
U.S.—federal and state and local	2011 through 2015

In most jurisdictions, taxing authorities retain the ability to review prior tax years and to adjust any net operating loss and tax credit carryforwards from these years that are utilized in a subsequent period.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $1,800 thousand of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the combined balance sheets as of September 25, 2015.

12. Accumulated Other Comprehensive Income

The change in currency translation, the sole component of accumulated other comprehensive income, were as follows:

	Currency Translation
Balance at September 27, 2013	$	25,919
Net other comprehensive loss		(4,065	)
Balance at September 26, 2014		21,854
Net other comprehensive loss		(5,357	)
Balance at September 25, 2015	$	16,497

No activity was reclassified to net income from accumulated other comprehensive income during fiscal 2015 and 2014.

13. Share Plans

Equity awards (primarily restricted share awards and share options) granted by Parent to CPD employees are administered by the management development and compensation committee of Parent’s board of directors, which consists exclusively of independent directors. Parent’s plans, of which the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, is the primary plan, provide for the award of annual performance bonuses and long-term performance awards, including share options, restricted and performance units, deferred stock units, and other share-based awards (collectively, “Awards”) and allow for the use of unissued shares or treasury shares to be used to satisfy such Awards.

Share-Based Compensation Expense

Total share-based compensation expense, which was included in general and administrative expenses on the combined statements of operations, was $1,093 thousand and $1,175 thousand during fiscal 2015 and 2014, respectively. We have recognized a related tax benefit associated with our share-based compensation arrangements of $48 thousand and $52 thousand in fiscal 2015 and 2014, respectively.

Restricted Share Awards

Restricted share awards, which are generally in the form of restricted share units, are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. All restrictions on an award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Recipients of restricted units have no voting rights, but do receive dividend equivalents. For grants that vest through passage of time, the fair value of the award at the time of the grant is amortized to expense over the period of vesting. The fair value of restricted share awards is determined based on the closing value of our shares on the grant date. Restricted share awards generally vest in increments over a period of four years as determined by the management development and compensation committee.

20

A summary of restricted share award activity is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested at September 26, 2014		69,017		$	40.73
Granted		17,248			61.50
Vested		(29,767	)		38.06
Forfeited		(3,931	)		43.95
Non-vested at September 25, 2015		52,567			48.78

The weighted-average grant-date fair value of restricted share awards granted during fiscal 2015 and 2014 was $61.50 and $52.60, respectively.

As of September 25, 2015, there was $1,533 thousand of unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be recognized over a weighted-average period of 1.5 years.

Share Options

Share options are granted to purchase our common shares at prices which are equal to or greater than the market price of the common shares on the date the option is granted. Conditions of vesting are determined at the time of grant. All restrictions on the award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Options generally vest and become exercisable in equal annual installments over a period of four years and expire ten years after the date of grant.

A summary of share option award activity is presented below:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at September 26, 2014		30,980		$	38.78
Granted		11,550			61.50
Exercised		(15,717	)		36.46
Outstanding at September 25, 2015		26,813		$	49.93		8.1	$	263
Vested and expected to vest at September 25, 2015		24,963		$	49.94		8.1	$	245
Exercisable at September 25, 2015		1,525		$	51.61		8.1	$	10

The weighted-average exercise price of share option awards granted during fiscal 2015 and 2014 was $61.50 and $51.61, respectively.

As of September 25, 2015, there was $150 thousand of unrecognized compensation cost related to non-vested share options granted under our share option plans. The cost is expected to be recognized over a weighted-average period of 1.5 years.

Share-Based Compensation Assumptions

The grant-date fair value of each share option grant was estimated using the Black-Scholes-Merton option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Parent employs historical share volatility when calculating the grant-date fair value of share option grants using the Black-Scholes-Merton option pricing model. Currently, Parent does not have exchange-traded options of sufficient duration to employ an implied volatility assumption in the calculation and therefore relies solely on the historical volatility calculation. The average expected life was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term that approximated the expected life assumed at the date of grant. The expected annual dividend per share was based on Parent’s expected dividend rate. The recognized share-based compensation expense was net of estimated forfeitures, which are based on voluntary termination behavior as well as an analysis of actual option forfeitures.

21

The weighted-average grant-date fair value of options granted and the weighted-average assumptions we used in the Black-Scholes-Merton option pricing model were as follows:

	Fiscal
	2015			2014
Weighted-average grant-date fair value	$	18.82		$	16.75
Assumptions:
Expected share price volatility		36	%		39	%
Risk free interest rate		2.0	%		1.8	%
Expected annual dividend per share	$	1.16		$	1.00
Expected life of options (in years)		6.0			6.0

The total intrinsic value of options exercised during fiscal 2015 and 2014 was $438 thousand and $932 thousand, respectively. The total fair value of restricted share awards that vested during fiscal 2015 and 2014 was $1,133 thousand and $1,976 thousand, respectively.

14. Related-Party Transactions, Parent’s Net Investment, and Significant Transactions

Related-Party Transactions

All significant intercompany transactions and accounts within CPD’s combined businesses have been eliminated. All intercompany transactions between CPD and Parent and/or Parent’s other subsidiaries have been included in these Combined Financial Statements as changes in Parent company investment. As the books and records of CPD were not kept on a separate-company basis, the determination of the average net balance due to or from Parent was not practicable.

Corporate Allocations and Parent Company Investment

Historically, Parent has provided services to, and funded certain expenses for CPD that have been included as a direct component of CPD’s historical accounting records, such as information technology, global operations, legal, and finance (the “direct allocations”). In addition, the Combined Financial Statements include general corporate expenses of Parent which were not historically allocated to CPD for certain support functions that are provided on a centralized basis within Parent and not recorded at the business unit level (“general corporate expenses”). The general corporate expenses often related to the same or similar functions as the direct allocations, but were not recorded at the business unit level for Parent financial reporting purposes. The general corporate expenses, however, incrementally included amounts related to, for example, corporate employee stock compensation, as well as other corporate costs not specifically benefiting any of Parent’s business units. For purposes of these stand-alone financial statements, the general corporate expenses have been allocated to CPD. The direct allocations and general corporate expenses are included in the combined statements of operations as components of cost of sales; selling expenses; research, development, and engineering expenses; and general and administrative expenses, respectively, and accordingly as a component of business unit equity. These expenses have been allocated to CPD on a pro rata basis of operating income. Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect CPD’s combined results of operations, financial position, and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if CPD had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The corporate allocations made during fiscal 2015 and 2014 of $15,486 thousand and $16,602 thousand, respectively, included both general corporate expenses of Parent which were not historically allocated to CPD of $4,784 thousand and $5,956 thousand, respectively, and the direct allocations historically recorded on CPD’s accounting records primarily consisting of approximately $10,702 thousand and $10,646 thousand, respectively.

22 

All significant intercompany transactions between CPD and Parent are considered to be effectively settled for cash at the time the separation of CPD from Parent is recorded. As discussed above, the total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as Parent company investment.

15. Subsequent Events

CPD has evaluated subsequent events through January 8, 2016, the date the Combined Financial Statements were issued.

On November 7, 2015, Parent entered into a definitive agreement to sell CPD for $350 million in cash, subject to a final working capital adjustment. The transaction is expected to close during the second quarter of fiscal 2016 pending customary closing conditions and regulatory approvals. No other significant subsequent events have occurred through this date requiring adjustment to the Combined Financial Statements or disclosures.

23

EX-99.2

Exhibit 99.2

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

CONDENSED COMBINED FINANCIAL STATEMENTS

As of December 25, 2015 and September 25, 2015 and for quarterly periods ended December 25, 2015 and December 26, 2014

1

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS

	Page
Condensed Combined Statements of Operations for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)	3
Condensed Combined Statements of Comprehensive Income (Loss) for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)	4
Condensed Combined Balance Sheets as of December 25, 2015 and September 25, 2015 (Unaudited)	5
Condensed Combined Statements of Cash Flows for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)	6
Notes to Condensed Combined Financial Statements (Unaudited)	7

2

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Quarters Ended
	December 25, 2015			December 26, 2014
	(in thousands)
Net sales	$	35,821		$	54,517
Cost of sales		24,030			34,793
Gross margin		11,791			19,724
Selling expenses		3,919			4,988
General and administrative expenses		2,675			3,582
Research, development, and engineering expenses		3,335			3,775
Restructuring charges, net		1			372
Income before income taxes		1,861			7,007
Income tax expense		(1,042	)		(4,239	)
Net income	$	819		$	2,768

See Notes to Condensed Combined Financial Statements.

3

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For the Quarters Ended
	December 25, 2015			December 26, 2014
	(in thousands)
Net income	$	819		$	2,768
Other comprehensive loss:
Currency translation		(464	)		(4,165	)
Other comprehensive loss		(464	)		(4,165	)
Comprehensive income (loss)	$	355		$	(1,397	)

See Notes to Condensed Combined Financial Statements.

4

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

CONDENSED COMBINED BALANCE SHEETS

(UNAUDITED)

	December 25, 2015		September 25, 2015
	(in thousands)
Assets
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $39 and $34, respectively	$	29,220	$	36,901
Inventories		20,230		18,186
Prepaid expenses and other current assets		5,165		4,476
Deferred income taxes		5,181		5,181
Total current assets		59,796		64,744
Property, plant, and equipment, net		38,932		42,631
Goodwill		80,000		80,000
Intangible assets, net		17,409		17,931
Deferred income taxes		4,978		4,845
Other assets		7,277		8,219
Total Assets	$	208,392	$	218,370
Liabilities and Business Unit Equity
Current liabilities:
Accounts payable	$	17,517	$	22,775
Accrued and other current liabilities		21,601		20,440
Total current liabilities		39,118		43,215
Deferred income taxes		6,710		6,720
Income taxes		4,617		4,288
Other liabilities		2,272		2,060
Total Liabilities		52,717		56,283
Commitments and contingencies (Note 8)
Business Unit Equity:
Parent company investment		139,642		145,590
Accumulated other comprehensive income		16,033		16,497
Total Business Unit Equity		155,675		162,087
Total Liabilities and Business Unit Equity	$	208,392	$	218,370

See Notes to Condensed Combined Financial Statements.

5

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Quarters Ended
	December 25, 2015			December 26, 2014
	(in thousands)
Cash Flows From Operating Activities:
Net income	$	819		$	2,768
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization		2,330			2,436
Deferred income taxes		(132	)		(537	)
Provision for losses on accounts receivable and inventories		125			1,053
Share-based compensation expense		281			298
Changes in assets and liabilities
Accounts receivable, net		7,702			719
Inventories		(2,235	)		(3,294	)
Accounts payable		(5,403	)		(1,302	)
Accrued and other current liabilities		1,106			(697	)
Other		(55	)		484
Net cash provided by operating activities		4,538			1,928
Cash Flows From Investing Activities:
Capital expenditures		(572	)		(742	)
Net cash used in investing activities		(572	)		(742	)
Cash Flows From Financing Activities:
Net financing activities with Parent and Parent’s subsidiaries		(3,966	)		(1,186	)
Net cash used in financing activities		(3,966	)		(1,186	)
Net increase in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period	$	—		$	—

See Notes to Condensed Combined Financial Statements.

6

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited Condensed Combined Financial Statements of the Circuit Protection Devices business (“CPD” or the “Company,” which may be referred to as “we, “us,” or “our”) of TE Connectivity Ltd. (“TE Connectivity” or “Parent”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). In management’s opinion, the unaudited Condensed Combined Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

The assets and liabilities in the Condensed Combined Financial Statements have been reflected on a historical cost basis, as included in the historical Condensed Consolidated Balance Sheets of Parent. The Condensed Combined Statements of Operations include allocations for a) certain support functions that are provided on a centralized basis by Parent and historically recorded at the business unit level, as well as b) corporate costs not historically allocated by Parent to the business unit level. These expenses include departmental charges related to executive office, finance, tax, treasury, human resources, information technology, and legal, among others. These expenses have been allocated to CPD on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of operating income, headcount or other measures of CPD or Parent. Management believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Condensed Combined Financial Statements may not include the actual expenses that would have been incurred by CPD and may not reflect the combined results of operations, financial position, and cash flows had it been a stand-alone business during the periods presented. Actual costs that would have been incurred had CPD been a stand-alone business would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Combined Financial Statements for the fiscal year ended September 25, 2015.

Unless otherwise indicated, references in the Condensed Combined Financial Statements to fiscal 2016 and fiscal 2015 are to our fiscal years ending September 30, 2016 and September 25, 2015, respectively.

On November 7, 2015, Parent entered into a definitive agreement to sell CPD for $350 million in cash, subject to a final working capital adjustment. The transaction closed on March 25, 2016.

2. Accounting Pronouncements

Recently Issued Accounting Pronouncement

In February 2016, the FASB issued ASC 842, Leases, requiring lessees to recognize a lease liability and a right-of-use asset for most leases. This guidance will be effective for us in the first quarter of fiscal 2020. The new standard is required to be applied using a modified retrospective transition approach which requires application of the new guidance for all periods presented. We are currently assessing the impact that adoption will have on our financial position.

3. Restructuring Charges, Net

Restructuring charges, net consist primarily of employee severance charges.

7

Activity in our restructuring reserves during the first quarter of fiscal 2016 is summarized as follows:

	Balance at Beginning of Period		Charges		Cash Payments			Non-Cash Items and Other(1)		Balance at End of Period
	(in thousands)
Pre-Fiscal 2014 activity	$	4,343	$	1	$	(1,066	)	$	24	$	3,302

(1) Includes non-cash charges associated with asset write-offs and the effects of currency translation.

Prior to fiscal 2014, we initiated restructuring programs primarily associated with headcount reductions and manufacturing site closures. In connection with these programs, we recorded net restructuring charges of $1 thousand and $372 thousand during the first quarters of fiscal 2016 and 2015, respectively. We do not expect to incur any additional charges related to programs initiated prior to fiscal 2014.

Total Restructuring Reserves

At December 25, 2015 and September 25, 2015, all restructuring reserves were included in accrued and other current liabilities on the Condensed Combined Balance Sheets.

4. Inventories

Inventories consisted of the following:

	December 25, 2015		September 25, 2015
	(in thousands)
Raw materials	$	2,637	$	3,511
Work in progress		7,652		7,419
Finished goods		9,941		7,256
Inventories	$	20,230	$	18,186

5. Goodwill

Goodwill was $80,000 thousand and accumulated impairment losses were $214,000 thousand at December 25, 2015. There were no changes to these balances from fiscal 2015.

6. Intangible Assets, Net

Intangible assets consisted of the following:

	December 25, 2015							September 25, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in thousands)
Intellectual property	$	50,570	$	(33,865	)	$	16,705	$	50,570	$	(33,359	)	$	17,211
Other		1,074		(370	)		704		1,080		(360	)		720
Total	$	51,644	$	(34,235	)	$	17,409	$	51,650	$	(33,719	)	$	17,931

Intangible asset amortization expense was $515 thousand during both of the first quarters of fiscal 2015 and 2014, respectively.

8

The aggregate amortization expense on intangible assets is expected to be as follows:

	(in thousands)
Remainder of fiscal 2016	$	1,556
Fiscal 2017		2,072
Fiscal 2018		2,072
Fiscal 2019		2,051
Fiscal 2020		2,037
Fiscal 2021		2,037
Thereafter		5,584
Total	$	17,409

7. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

	December 25, 2015		September 25, 2015
	(in thousands)
Accrued payroll and employee benefits	$	10,910	$	9,235
Restructuring reserves		3,302		4,343
Value-added and other duties and taxes payable		1,724		2,192
Income taxes payable		1,877		1,820
Other		3,788		2,850
Accrued and other current liabilities	$	21,601	$	20,440

8. Commitments and Contingencies

In the ordinary course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

9. Income Taxes

We recorded income tax provisions of $1,042 thousand and $4,239 thousand for the quarters ended December 25, 2015 and December 26, 2014, respectively. The effective tax rate for the quarter ended December 25, 2015 reflects tax expense related to the tax impact of an intra-entity sale of property and $234 thousand of income tax expense related to uncertain tax provisions. The effective tax rate for the quarter ended December 26, 2014 reflects tax expense related to the tax impact of an intra-entity sale of property, as well as $957 thousand related to the tax impacts of certain intercompany transactions and $515 thousand related to uncertain tax provisions.

We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of December 25, 2015, we had recorded $810 thousand of accrued interest and penalties related to uncertain tax positions, all of which was recorded in income taxes on the Condensed Combined Balance Sheet. During the three months ended December 25, 2015, we recognized $78 thousand of expense related to interest and penalties on the Condensed Combined Statement of Operations. As of September 25, 2015, the balance of accrued interest and penalties was $732 thousand, all of which was recorded in income taxes on the Condensed Combined Balance Sheet.

CPD’s U.S. operations were included in various income tax returns which were filed on a unitary, consolidated, or stand-alone basis in multiple U.S. jurisdictions, which generally have statutes of limitations ranging from 3 to 4 years.

CPD’s non-U.S. operations were included in various income tax returns of non-U.S. subsidiaries which file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from 3 to 10 years.

9

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $1,800 thousand of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Combined Balance Sheet as of December 25, 2015.

10. Retirement Plans

Certain CPD employees participate in various defined benefit pension plans sponsored by Parent (the “Shared Plans”). Pension expense, calculated as actuarially determined service and interest cost, for CPD employees that participate in these Shared Plans was $127 thousand and $139 thousand in the first quarters of fiscal 2016 and 2015, respectively. The Condensed Combined Balance Sheets do not include any liabilities associated with the Shared Plans.

11. Related Party Transactions, Parent’s Net Investment, and Significant Transactions

Related Party Transactions

All significant intercompany transactions and accounts within CPD’s combined businesses have been eliminated. All intercompany transactions between CPD and Parent and/or Parent’s other subsidiaries have been included in the Condensed Combined Financial Statements as changes in Parent company investment. As the books and records of CPD were not kept on a separate-company basis, the determination of the average net balance due to or from Parent was not practicable.

Corporate Allocations and Parent Company Investment

Historically, Parent has provided services to, and funded certain expenses for CPD that have been included as a direct component of CPD’s historical accounting records, such as information technology, global operations, legal, and finance (the “direct allocations”). In addition, the Condensed Combined Financial Statements include general corporate expenses of Parent which were not historically allocated to CPD for certain support functions that are provided on a centralized basis within Parent and not recorded at the business unit level (“general corporate expenses”). The general corporate expenses often related to the same or similar functions as the direct allocations, but were not recorded at the business unit level for Parent financial reporting purposes. For purposes of these stand-alone financial statements, the general corporate expenses have been allocated to CPD. The direct allocations and general corporate expenses are included in the Condensed Combined Statements of Operations as components of cost of sales; selling expenses; research, development, and engineering expenses; and general and administrative expenses, respectively, and accordingly, as a component of business unit equity. These expenses have been allocated to CPD on a pro rata basis of operating income. Management believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Condensed Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect CPD’s combined results of operations, financial position, and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if CPD had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The corporate allocations made during the first quarters of fiscal 2016 and 2015 of $2,893 thousand and $4,432 thousand, respectively, included both general corporate expenses of Parent which were not historically allocated to CPD of $920 thousand, and $1,745 thousand, respectively, and the direct allocations historically recorded on CPD’s accounting records of $1,973 thousand and $2,687 thousand, respectively.

All significant intercompany transactions between CPD and Parent are considered to be effectively settled for cash at the time the separation of CPD from Parent is recorded. As discussed above, the total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity and in the Condensed Combined Balance Sheets as Parent company investment.

12. Subsequent Events

CPD has evaluated subsequent events through May 10, 2016. Other than as discussed in Note 1 above, no significant subsequent events have occurred through this date requiring adjustment to the Condensed Combined Financial Statements or disclosures.

10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Dollar amounts presented in thousands, except per share amounts)

On March 25, 2016, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2015, between Littelfuse, Inc., a Delaware corporation (“Littelfuse” or the “Company”), and TE Connectivity Ltd., a Swiss corporation (“Seller”), the Company completed its previously announced acquisition of Seller’s circuit protection business (the “CP Business” or the “Acquired Business”). See Note 1 to this unaudited pro forma condensed combined financial information for additional information on the Transaction (as defined herein). The unaudited pro forma condensed combined financial information is presented to illustrate the effects of the acquisition (the “Acquisition”) of the CP Business by the Company and certain contemporaneous financing transactions (collectively, the “Transaction”).

The unaudited pro forma condensed combined balance sheet as of January 2, 2016 and the unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016 are based upon, derived from and should be read in conjunction with the historical audited consolidated financial statements of the Company for the year ended January 2, 2016 (which are available in the Company’s Annual Report on Form 10-K for the year ended January 2, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016), and the historical financial statements of the CP Business included in this Form 8-K/A.

For purposes of the pro forma condensed combined statement of operations, results for the CP Business are presented for the twelve-month period ended December 25, 2015. This information was derived from the historical audited statement of operations of the CP Business for the year ended September 25, 2015, as included within this Form 8-K/A and the historical unaudited statements of operations of the CP Business for the three months ended December 25, 2015 and December 26, 2014, as included within this Form 8-K/A. For purposes of the pro forma condensed combined balance sheet, we utilized the unaudited historical balance sheet of the CP Business as of December 25, 2015 included in this Form 8-K/A.

The unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016 assumes that the Transaction occurred on December 28, 2014, the beginning of our fiscal year ended January 2, 2016. The unaudited pro forma condensed combined balance sheet as of January 2, 2016 assumes that the Transaction occurred on January 2, 2016. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made. The assumptions underlying the pro forma adjustments are described fully in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

The Acquisition is being accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") Topic 805, "Business Combinations" ("ASC 805"), and using the fair value concepts defined in ASC Topic 820, "Fair Value Measurements" ("ASC 820"). ASC 820 defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop fair value measures. Fair value is defined in ASC 820 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". This is an exit price concept for the valuation of the asset or liability. In addition, market participant are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information is based upon management's internally developed preliminary estimates of the fair market value of the assets acquired and liabilities assumed, as if the Acquisition had occurred on the above dates. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and, in some instances, are incomplete and have been made solely for the purpose of developing the unaudited pro forma condensed combined financial information. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial information contained herein, and our future results of operations and financial position.

The unaudited pro forma condensed combined financial information is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the Transaction. In addition, the accompanying unaudited pro forma condensed combined statement of operations does not include any expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the Transaction, or the impact of any non-recurring activity and transaction-related or integration-related costs.

1

Littelfuse, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet 

As of January 2, 2016

(In thousands of USD)	Historical Littelfuse as of January 2, 2016			Historical CP Business as of December 25, 2015		Accounting Policy & Reclassification Adjustments			Note References		Acquisition Adjustments			Note References	Financing Adjustments		Note References	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	328,786		$	-	$	-				$	(356,278	)	5g, 5a	$	161,000	6a	$	133,508
Short-term investments		4,179			-		-					-				-			4,179
Accounts receivable, less allowances		142,882			29,220		-					-				-			172,102
Inventories		98,629			20,230		-					9,770		5b		-			128,629
Prepaid expenses and other current assets		8,959			5,165		-					-				-			14,124
Deferred income taxes		-			5,181		(5,181	)		3		-				-			0
Assets held for sale		-			-		-					-				-			-
Total current assets		583,435			59,796		(5,181	)				(346,508	)			161,000			452,542
Property, plant, and equipment:
Land		5,236			-		6,032			4		(1,602	)	5c		-			9,666
Buildings		71,383			-		14,511			4		3,377		5c		-			89,271
Equipment		382,429			-		118,527			4		(79,041	)	5c		-			421,915
Construction in Process		-			-		2,555			4		-		5c		-			2,555
Accumulated depreciation and amortization		(296,480	)		-		(102,693	)		4		102,693		5c		-			(296,480	)
Net property, plant and equipment		162,568			38,932		-					25,427							226,927
Intangible assets, net of amortization:
Patents, licenses and software		20,221			-		16,705			4		39,295		5d		-			76,221
Distribution network		16,490			-		-									-			16,490
Customer lists, trademarks and tradenames		54,912			-		-					53,000		5d		-			107,912
Intellectual Property		-			16,705		(16,705	)		4						-			-
Other Intangibles		-			704		-					(704	)	5d		-			-
Goodwill		189,767			80,000		-					67,850		5e		-			337,617
Investments		15,197			-		-					-				-			15,197
Deferred income taxes		8,333			4,978		5,181			3		-				-			18,492
Other assets		14,058			7,277		-					-				-			21,335
Total assets	$	1,064,981		$	208,392	$	-				$	(161,641	)		$	161,000		$	1,272,732
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	51,658		$	17,517	$	-					-				-		$	69,175
Accrued payroll		32,611			-		9,978			4		-				-			42,589
Accrued expenses		24,145			-		6,205			4		-				-			30,350
Accrued severance		3,798			-		3,302			4		-				-			7,100
Accrued income taxes		10,621			-		1,981			3, 4		-				-			12,602
Accrued and other current liabilities		-			21,601		(21,601	)		4		-				-			-
Current portion of long-term debt		87,000			-		-					-				-			87,000
Total current liabilities		209,833			39,118		(135	)				-				-			248,816
Long-term debt, less current portion		84,474			-		-					-			$	161,000	6a		245,474
Deferred income taxes		8,014			6,710		134			3		4,929		5f		-			19,788
Accrued post-retirement benefits		5,653			-		-					-				-			5,653
Income taxes		-			4,617		-					(4,617	)	5i		-			-
Other long-term liabilities		12,809			2,272		-									-			15,081
Shareholders’ equity:
Preferred stock, par value $0.01 per share: 1,000,000 shares authorized; no shares issued and outstanding		-			-		-					-				-			-
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, 2015 -22,420,785; 2014 - 22,585,529		224			-		-					-				-			224
Treasury stock, at cost: 362,748 and 199,266 shares, respectively		(32,766	)		-		-					-				-			(32,766	)
Additional paid-in capital		259,553			-		-					-				-			259,553
TE Connectivity Net Investment		-			139,642		-					(139,642	)	5h		-			-
Accumulated other comprehensive income		(45,673	)		16,033		-					(16,033	)	5h		-			(45,673	)
Retained earnings		562,717			-		-					(6,278	)	5g		-			556,439
Littelfuse, Inc. shareholders’ equity		744,055			155,675		-					(161,953	)			-			737,777
Non-controlling interest		143			-		-					-				-			143
Total equity		744,198			155,675		-					(161,953	)			-			737,920
Total liabilities and equity	$	1,064,981		$	208,392	$	(1	)			$	(161,641	)		$	161,000		$	1,272,732

See the accompanying notes to the unaudited pro forma condensed combined balance sheet.

2

Littelfuse, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended January 2, 2016

(In thousands of USD, except per share amounts)	Historical Littelfuse			Historical CP Business for the 12 month period ended December 25, 2015		Reclassification Adjustments			Note References		Acquisition Adjustments			Note References	Financing Adjustments			Note References	Pro Forma Combined
Net sales	$	867,864		$	174,592	$	-				$	-			$	-			$	1,042,456
Cost of sales		537,365			112,144		(2,064	)		4		257		7a		-				647,702
Gross Profit		330,499			62,448		2,064					(257	)			-				394,754
Selling, general and administrative expenses		153,714			30,153		112			4		(3,610	)	7a, 7c		-				180,369
Research and development expenses		30,802			-		13,320			4		27		7a		-				44,149
Research, development and engineering expenses		-			13,320		(13,320	)		4		-				-				-
Pension settlement expenses		29,928			-		-					-				-				29,928
Restructuring		-			112		(112	)		4		-				-				-
Amortization of intangibles		11,898			-		2,064			4		7,069		7b		-				21,031
Total operating expenses		226,342			43,585		2,064					3,486				-				275,477
Operating income		104,157			18,863		-					(3,743	)			-				119,277
Interest expense		4,091			-		-					-				2,761		8a		6,852
Foreign exchange (gain) loss		(1,465	)		-		-					-				-				(1,465	)
Other expense (income), net		(5,417	)		-		-					-				-				(5,417	)
Income before income taxes		106,948			18,863		-					(3,743	)			(2,761	)			119,307
Income taxes		24,482			6,573		-					(860	)	7d		(1,049	)	8b		29,146
Net income	$	82,466		$	12,290	$	-				$	(2,883	)		$	(1,712	)		$	90,161
Income per share:
Basic	$	3.65																	$	4.00
Diluted	$	3.63																	$	3.97
Weighted-average shares and equivalent shares outstanding:
Basic		22,565														-		8c		22,565
Diluted		22,719														-		8c		22,719

See the accompanying notes to the unaudited pro forma condensed combined statement of operations.

3

Littelfuse, Inc.

Notes to the Unaudited Condensed Combined Financial Information

(In thousands, except per share amounts)

1. Description of Transaction

On March 25, 2016, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2015, between Littelfuse, Inc., a Delaware corporation (“Littelfuse” or the “Company”), and TE Connectivity Ltd., a Swiss corporation (“Seller”), the Company completed its previously announced acquisition of Seller’s circuit protection business (the “CP Business”), as further described below.

On the terms and conditions set forth in the Purchase Agreement, the Company acquired the CP Business from Seller by acquiring certain entities and assets comprising the CP Business (the “Transaction”) for a purchase price of $350,000 thousand in cash, subject to certain post-closing working capital and other adjustments. The Company acquired all of the shares and other equity interests of certain Seller subsidiaries, and all of the assets of other Seller subsidiaries that are primarily or exclusively related to the CP Business (as further described in the Purchase Agreement). In connection with the Transaction, the Company assumed certain liabilities of the CP Business. Both the Company and the Seller have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations. The company funded the acquisition with available cash and proceeds from its revolving credit facility.

The CP Business consists of the Seller’s global circuit protection business, which manufactures, distributes and sells resettable circuit protection devices, in particular for the automotive, battery, industrial, communications and mobile computing markets. The CP Business is directed from Menlo Park, California with manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan.

2. Basis of Presentation

The unaudited pro forma condensed combined statement of operations for the fiscal year ended January 2, 2016 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K ("FY15 Form 10-K") for the fiscal year ended January 2, 2016, and the unaudited historical financial information of the CP Business for the twelve-month period ended December 25, 2015, and has been prepared as if the Acquisition had occurred on December 28, 2014, the beginning of the Company’s fiscal year ended January 2, 2016. The unaudited pro forma condensed combined balance sheet as of January 2, 2016 combines the consolidated balance sheet included in the Company’s FY15 Form 10-K with the historical unaudited balance sheet for the CP Business as of December 25, 2015, and has been prepared as if the Acquisition had occurred on January 2, 2016. The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X.

The CP Business audited historical combined financial statements for the year ended September 25, 2015 and unaudited condensed combined financial statements as of December 25, 2015 and for the three month periods ended December 25, 2015 and December 26, 2014 are included in this Current Report on Form 8-K/A. These statements should be read in conjunction with such historical financial statements. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma adjustments that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) with respect to the pro forma condensed statement of operations, expected to have a continuing impact on the combined results. As discussed in Notes 3 and 4, the historical financial statements of the CP Business have been adjusted to conform to Littelfuse’s accounting policies and to reflect certain reclassifications to conform to Littelfuse’s financial statement presentation.

The Company has accounted for the Acquisition under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the accounting is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final purchase price allocation may include changes to the amount of intangible assets, goodwill, and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material.

Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material contingencies related to the CP Business.

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The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Acquisition.

The following table presents the reconciliation of the CP Business historical unaudited statements of operations for the three month periods ended December 25, 2015 and December 26, 2014, and the year ended September 25, 2015 included in this Form 8-K/A, to the twelve month period ended December 25, 2015, presented in the unaudited pro forma statement of operations.

			Unaudited as reported by the CP Business
			Plus:		Less:
	FY 2015		Q1 FY 2016		Q1 FY 2015		12 Months Ended December 25, 2015
(in thousands)
Net sales	$	193,288	$	35,821	$	54,517	$	174,592
Cost of sales		122,907		24,030		34,793		112,144
Gross margin		70,381		11,791		19,724		62,448
Selling expenses		18,175		3,919		4,988		17,106
General and administrative expenses		13,954		2,675		3,582		13,047
Research, development, and engineering expenses		13,760		3,335		3,775		13,320
Restructuring charges, net		483		1		372		112
Income before income taxes		24,009		1,861		7,007		18,863
Income tax expense		9,770		1,042		4,239		6,573
Net income	$	14,239	$	819	$	2,768	$	12,290

3. Accounting Policies

Acquisition accounting rules require evaluation of certain assumptions and estimates, as well as determination of financial statement classifications which are completed during the measurement period as defined in current accounting standards. Littelfuse has completed a preliminary review of accounting policies for purposes of the unaudited pro forma combined financial information, during which review, Littelfuse identified the following difference in accounting policies:

        Adoption of ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes"

In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17 – Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes which amends the presentation of deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The amendments in the ASU are effective for financial statements issued for annual periods beginning after December 15, 2016. The Company has adopted the new standard on January 2, 2016. As a result of the adoption of ASU No. 2015-17 by the Company, the Company reclassified $5,181 thousand of the CP Business’s historical current deferred income tax assets to non-current classification and $134 thousand of the CP Business’s historical current deferred income tax liability to non-current classification.

Management will conduct a final review of the CP Business’s accounting policies in an effort to determine if differences in accounting policies require adjustment of the CP Business’s results of operations or of assets or liabilities to conform to the Company’s accounting policies, or other adjustments which may be required by acquisition accounting rules. As a result of that review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.

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4. Reclassifications of Historical CP Business Financial Information

Certain reclassification adjustments have been made to the CP Business’s historical financial statements to conform to the Company’s statement of operations and balance sheet presentation:

(in thousands)
Financial Statement Line Item	Historical CP Business		Reclassification Adjustment			Reclassified CP Business
Statement of Operations for the 12 months ended December 25, 2015
Restructuring		112		(112	)		-
Selling, general and administrative expenses		30,153		112			30,265
Amortization of intangibles		-		2,064			2,064
Cost of sales		112,144		(2,064	)		110,080
Research and development expenses		-		13,320			13,320
Research, development and engineering expenses		13,320		(13,320	)		-
Balance Sheet as of December 25, 2015
Intellectual Property		16,705		(16,705	)		-
Patents, licenses and software		-		16,705			16,705
Accrued and other current liabilities		21,601		(21,601	)		-
Accrued payroll		-		9,978			9,978
Accrued expenses		-		6,205			6,205
Accrued severance		-		3,302			3,302
Accrued income taxes		-		2,115			2,115
							-
Net property, plant and equipment		38,932		(38,932	)		-
Land		-		6,032			6,032
Buildings		-		14,511			14,511
Equipment		-		118,527			118,527
Construction in Process		-		2,555			2,555
Accumulated depreciation and amortization		-		(102,693	)		(102,693	)

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5. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments Related to the Acquisition

The allocation of the purchase price discussed below is preliminary. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of the CP Business’s tangible and identifiable intangible assets acquired and liabilities assumed. Such final adjustments, which may include other increases or decreases to amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, along with the related income tax effect, may be material.

The consideration paid and preliminary allocation of the purchase price to the fair value of the CP Business’s assets acquired and liabilities assumed prepared as if the acquisition date were January 2, 2016 is presented as follows.

		USD in Thousands
	Note	Amounts as of Acquisition Date
Total Consideration paid to Sellers	5a	$	350,000
Book value of net assets acquired at December 25, 2015		$	155,675
Adjusted for:
Elimination of existing goodwill and intangible assets		$	(97,409	)
Adjusted book value of net assets acquired		$	58,266
Adjustments to:
Inventories	5b	$	9,770
Property, plant and equipment, net	5c	$	25,427
Intangible assets	5d	$	109,000
Deferred Income Taxes	5f	$	(4,929	)
Income Tax	5i	$	4,617
Goodwill	5e	$	147,850
Reconciliation to consideration transferred		$	350,000

5(a) Represents cash consideration transferred to the Sellers as calculated below:

	(in thousands)
Consideration paid to the Sellers
Cash consideration from historical Littelfuse	$	189,000
Cash consideration from Credit Facility		161,000
Total consideration paid to CP Business Sellers	$	350,000

5(b) Represents an adjustment of $9,770 thousand to increase the carrying value of the CP Business’s inventories to adjust it to its preliminary estimated fair value. The fair value of finished goods and work-in-process inventory represents the estimated selling price less cost to dispose and a reasonable profit allowance for completing the selling effort. The fair value of work-in-process inventory also includes a reasonable profit allowance for completing the manufacturing effort.

5(c) Represents the adjustment in carrying value of the CP Business’s property, plant and equipment from its historical gross book value to its preliminary estimated fair value. Of the total consideration, approximately $64,359 thousand relates to fixed assets as illustrated in the table below. The fair value estimate for fixed assets is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use. For purposes of the accompanying unaudited pro forma condensed combined financial information, it is assumed that all assets will be used in a manner that represents their highest and best use. The final fair value determination for fixed assets may differ from this preliminary determination. The fair value of fixed assets is determined primarily using a combination of the cost approach and the sales comparison approach.

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USD in Thousands
	Estimated Useful Life (years)		Historical Carrying Amount			Fair Value Adjustment			Preliminary Fair Value
Land		N/A	$	6,032			(1,602	)		4,430
Buildings		10-33		14,511			3,377			17,888
Equipment		3-6		118,527			(79,041	)		39,486
Construction in Progress		N/A		2,555			-			2,555
Accumulated depreciation and amortization				(102,693	)		102,693			-
Total			$	38,932			25,427		$	64,359

5(d) Represents the adjustments to eliminate historical CP Business intangibles and to record the preliminary estimated fair value of intangible assets identified upon the acquisition. Of the total consideration, approximately $109,000 thousand relates to identified intangible assets. The fair value estimate for identifiable intangible assets is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use. For purposes of the accompanying unaudited pro forma condensed combined financial information, it is assumed that all assets will be used in a manner that represents their highest and best use. The final fair value determination for identified intangibles may differ from this preliminary determination.

The fair value of identifiable intangible assets is determined primarily using the “income approach”, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of the identifiable intangible assets valuations, from the perspective of a market participant, include the estimated after-tax cash flows that will be received for the intangible asset, the appropriate discount rate selected in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project to commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results. The methodologies and significant assumptions utilized to value the intangible assets include using a discount rate that reflected the risks inherent in the cash flow stream as well as the nature of the asset. The general categories of the acquired identified intangible assets are expected to be the following:

1) Customer lists, trademarks and tradenames - $53,000 thousand

2) Patents, licenses and software - $56,000 thousand

5(e) Prior to the Acquisition, the CP Business’s historical balance sheet included$80,000 thousand of goodwill. As a result of the Transaction, goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. This adjustment of $67,850 thousand represents the adjustment to increase the historical goodwill carrying value of the CP Business to its preliminary estimated fair value per the purchase price allocation table in Note 5.

5(f) Reflects deferred income tax liabilities resulting from fair value adjustments. The estimates of deferred tax liabilities were determined based on the book and tax basis differences of the fair value step-ups attributable to the net assets acquired at a weighted average tax rate of 25%. The weighted average tax rate was based upon the jurisdictions of the net assets acquired. This estimate of deferred income tax liabilities is preliminary and is subject to change based upon management’s final determination of the fair values of tangible and identifiable intangible assets acquired by jurisdiction.

5(g) To record nonrecurring acquisition-related transaction costs incurred by the Company of $6,278 thousand not reflected in the historical financial statements of the Company. In accordance with ASC 805, acquisition-related transaction costs and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. The unaudited pro forma condensed combined balance sheet reflects the $6,278 thousand of costs as a reduction of cash with a corresponding decrease in retained earnings. These costs are not presented in the unaudited pro forma combined consolidated statement of operations because they will not have a continuing impact on the combined results.

5(h) To record the elimination of the CP Business’s historical equity.

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5(i) To eliminate certain historical tax liabilities related to uncertain tax positions reflected in the historical financial statements of the CP Business that will continue to be an obligation of the Sellers and will not be assumed by the Company. These positions were taken by the Sellers in relation to the Acquisition, are not related to operations of the acquired entities and will not be recognized by Littelfuse at the close of the transaction.

6. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments Related to the Financing

6(a) To fund the Acquisition, the Company borrowed an additional $161,000 thousand under its existing revolving credit facility.

7. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments Related to the Acquisition for the Year Ended January 2, 2016

7(a) Represents the elimination of historic CP Business fixed asset depreciation of $7,239 thousand and the addition of recorded pro forma depreciation expense of $7,528 thousand on the portion of the purchase price allocated to fixed assets as follows:

	USD in Thousands
	Preliminary Fair Value		Estimated Useful Life (years)		Depreciation Expense
Land		4,430		N/A		-
Buildings		17,888		10-33		630
Equipment		39,486		3-6		6,900
Construction in Progress		2,555		N/A		-
Total	$	64,359			$	7,529
Less: CP Business Historical Depreciation for 12 ME 12/25/15					$	7,239
Pro Forma adjustment for depreciation expense					$	290

Based on the nature of the assets acquired, of the $290 thousand in incremental depreciation expense, $6 thousand was allocated to SG&A, $257 thousand was allocated to Cost of Sales and $27 thousand was allocated to Research and Development Expenses.

An increase/decrease of one year in the estimated useful lives would decrease/increase depreciation expense by $1,590 thousand for the year ended January 2, 2016. The effect of a 10% increase or decrease in preliminary estimated fair value would result in an increase or decrease of depreciation expense of $753 thousand for the year ended January 2, 2016.

7(b) Represents the elimination of historic CP Business intangible asset amortization of $2,064 thousand and the addition of recorded pro forma amortization expense of $9,133 thousand on the portion of the purchase price allocated to definite-lived intangible assets as follows:

USD in Thousands
	Preliminary Fair Value		Estimated Useful Life (years)		Amortization Expense
Patents, licenses and software		56,000		10		5,600
Customer lists, trademarks and tradenames		53,000		15		3,533
Total	$	109,000			$	9,133
Less: CP Business Historical Amortization for 12 ME 12/25/15						2,064
Pro Forma adjustment for amortization expense					$	7,069

Amortization expense has been calculated on a preliminary basis, using the straight-line method over the estimated useful life. An increase/decrease of one year in the estimated useful lives would decrease/increase amortization expense by $875 thousand for the year ended January 2, 2016. The effect of a 10% increase or decrease in preliminary estimated fair value would result in an increase or decrease of amortization expense of $913 thousand for the year ended January 2, 2016.

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7(c) Reflects the elimination of $3,616 thousand of direct, incremental transaction costs incurred by the Company related to the Acquisition that are reflected in the historical statement of operations. The impact of these direct, incremental transaction costs already incurred have been eliminated in the unaudited pro forma combined statement of operations since these costs are nonrecurring in nature. These charges include financial advisory fees, legal, accounting, other professional fees incurred by the Company that are directly related to the Acquisition.

7(d) Represents the income tax effect for the unaudited pro forma combined statement of operations adjustments related to the acquisition of the CP Business calculated using a weighted average statutory tax rate of 23%. Because the adjustments contained in this unaudited pro forma combined financial information are based on estimates, the effective tax rate will likely vary from the effective rate in periods subsequent to the merger. Adjustments to established deferred tax assets and liabilities as well as the recognition of additional deferred tax assets and liabilities upon detailed analysis of the acquired assets and assumed liabilities may occur in conjunction with the finalization of the purchase accounting, and these items could be material.

8. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments Related to the Financing for the Year Ended January 2, 2016

8(a) As stated above, the Company borrowed an additional $161,000 thousand under its revolving credit facility to finance the acquisition of the CP Business. This adjustment represents incremental interest expense of $2,761 thousand based on the one month LIBOR rate plus 1.5% (1.94% as of April 2, 2016) less the impact of commitment fees that would be owed on the unused portion of the facility, in accordance with the terms of the credit agreement. If the interest rate differed from the rates used in the pro forma interest expense above by 1/8% for the year ended January 2, 2016, interest expense would have increased or decreased by approximately $201 thousand for the year ended January 2, 2016.

8(b) Represents the income tax effect of the pro forma adjustments related to the financing of the Acquisition calculated using a weighted average statutory rate of 38%.

8(c) Littelfuse did not issue any stock or stock-based awards in connection with the Acquisition. Therefore, the number of weighted average common shares outstanding used to compute pro forma basic and diluted earnings per share are the same as the Littelfuse historical amounts.

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