Debt

The carrying amounts of debt at

December

31,

2016

and

January

2016

are as follows:

(in thousands )	2016			2015
Revolving credit facility	$	112,500		$	77,000
Term loan		120,313			85,000
Entrusted loan		3,522			9,474
Euro Senior Notes, Series A due 2023		122,313			—
Euro Senior Notes, Series B due 2028		99,314			—
Unamortized debt issuance costs		(3,820	)		(721	)
Total debt		454,142			170,753
Less: Current maturities		(6,250	)		(87,000	)
Total long-term debt	$	447,892		$	83,753

Revolving Credit Facility / Term Loan

March

2016,

the company entered into a new

five

year credit agreement with a group of lenders for up to

$700.0

million. The new credit agreement consists of an unsecured revolving credit facility of

$575.0

million and an unsecured term loan credit facility of up to

$125.0

million. In addition, the company has the ability, from time to time, to increase the size of the revolving credit facility and the term loan facility by up to an additional

$150.0

million, in the aggregate, in each case in minimum increments of

$25.0

million, subject to certain conditions and the agreement of participating lenders. For the term loan credit facility, the company is required to make quarterly principal payments of

$1.6

million through

March

31,

2018

and

$3.1

million from

June

30,

2018

through

December

31,

2020

with the remaining balance due on

March

2021.

Outstanding borrowings under the credit agreement bear interest, at the company’s option, at either LIBOR, fixed for interest periods of

one,

two,

three

six

month periods, plus

1.00%

2.00%,

or at the bank’s Base Rate, as defined, plus

0.00%

1.00%,

based upon the company’s Consolidated Leverage Ratio, as defined. The company is also required to pay commitment fees on unused portions of the credit agreement ranging from

0.15%

0.30%,

based on the Consolidated Leverage Ratio, as defined. The credit agreement includes representations, covenants and events of default that are customary for financing transactions of this nature. The effective interest rate on outstanding borrowings under the credit facility was

2.27%

December

31,

2016.

As of

December

31,

2016,

the company had

$0.1

million outstanding in letters of credit and had available

$462.4

million of borrowing capacity under the revolving credit facility. At

December

31,

2016,

the company was in compliance with all covenants under the credit agreement.

The company previously entered into credit agreement with J.P. Morgan Securities LLC on

May

31,

2013,

for up to

$325.0

million which consisted of an unsecured revolving credit facility of

$225.0

million and an unsecured term loan of

$100.0

million. The credit agreement was for a

five

year period. On

January

30,

2014,

the company increased the unsecured revolving credit facility by

$50.0

million, thereby increasing the total revolver borrowing capacity from

$225.0

million to

$275.0

million. Along with entering into the new

five

year credit agreement on

March

2016,

the company terminated this credit agreement. At

January

2016,

the company had available borrowing capacity of

$197.9

million under the credit agreement at an interest rate of LIBOR plus

1.25%,

or a total interest rate of

1.68%

as of

January

2016.

For the fiscal years ended

January

2016,

the company had

$0.1

million outstanding in letters of credit and no amounts were drawn under these lines of credit at

January

2016.

Senior Notes

December

2016,

the company entered into a Note Purchase Agreement, pursuant to which the company issued and sold

€212

million aggregate principal amount of senior notes in

two

series. The funding date for the Euro denominated senior notes occurred on

December

2016

for

€117

million in aggregate amount of

1.14%

Senior Notes, Series A, due

December

2023,

and

€95

million in aggregate amount of

1.83%

Senior Notes, Series B due

December

2028

(together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on

June

and

December

commencing

June

2017.

December

2016,

the company entered into a Note Purchase Agreement, pursuant to which the company will issue and sell

$125

million aggregate principal amount of senior notes in

two

series. On

February

15,

2017,

$25

million in aggregate principal amount of

3.03%

Senior Notes, Series A, due

February

15,

2022,

and

$100

million in aggregate principal amount of

3.74%

Senior Notes, Series B, due

February

15,

2027

(together, the “U.S. Senior Notes,” and together with the Euro Senior Notes, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes will be payable semiannually on

February

and

August

15,

commencing

August

15,

2017.

The Senior Notes have not been registered under the Securities Act, or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the company.

The Senior Notes are subject to certain customary covenants, including limitations on the company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the company, and to incur liens. In addition, the company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At

December

31,

2016,

the company was in compliance with all covenants under the revolving credit facility and the Senior Notes.

The company

may

redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders, and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Debt Issuance Costs

The company incurred debt issuance costs of

$1.7

million in relation to the new credit agreement which, along with the remaining balance of debt issuance costs of the previous credit facility, are being amortized over the life of the new credit agreement. This new credit agreement was determined to be a modification under ASC

470

of the previous credit agreement. The company additionally incurred debt issuance costs of

$1.8

million in relation to the Senior Notes which are being amortized over the respective lives of the Series A and B of each of the U.S. Senior Notes and Euro Senior Notes.

Entrusted Loan

During

2014,

the company entered into an entrusted loan arrangement (“Entrusted Loan”) of

Chinese renminbi

110.0

million (approximately U.S.

$17.9

million) between

two

of its China legal entities, Littelfuse Semiconductor (“Wuxi”) Company (the “lender”) and Suzhou Littelfuse OVS Ltd. (the “borrower”), utilizing Bank of America, N.A., Shanghai Branch as agent. Direct borrowing and lending between

two

commonly owned commercial entities was strictly forbidden at the time under China’s regulations requiring the use of a

third

party agent to enable loans between Chinese legal entities. As a result, the Entrusted Loan is reflected as both a long-term asset and long-term debt on the company’s Consolidated Balance Sheets and is reflected in the investing and financing activities in its Consolidated Statements of Cash Flows. Interest expense and interest income will be recorded between the lender and borrower with no net impact on the company’s Consolidated Statements of Income since the amounts will be offsetting. The loan interest rate per annum is

5.25%.

The Entrusted Loan is used to finance the operation and working capital needs of the borrower and matures in

November

2019.

The balance of the Entrusted Loan was

Chinese renminbi

24.5

million (approximately U.S.

$3.5

million) at

December

31,

2016.

Interest paid on all company debt was approximately

$8.6

million,

$4.1

million, and

$4.9

million in

2016,

2015,

and

2014,

respectively.

Debt Maturities

Scheduled maturities of the company’s long-term debt for each of the

five

years succeeding

December

31,

2016

and thereafter are summarized as follows:

(in thousands )	Scheduled Maturities
2017	$	6,250
2018		10,937
2019		16,022
2020		12,500
2021		190,626
2022 and thereafter		221,627
	$	457,962