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

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

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

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

As of ~~October~~July 24, ~~2014, 22,489,432~~2015, 22,647,323 shares of common stock, $.01 par value, of the registrant were outstanding.

On May 31, 2013, the company acquired 100% of Hamlin, Inc. (“Hamlin”) from Key Safety Systems, for $144.4 million (net of cash acquired). Hamlin is a manufacturer of sensor technology providing standard products and custom solutions for leading global manufacturers in the automotive and electronic industries. The acquisition allows the company to expand its automotive and electronics product offerings in the global sensor market in both the Automotive and Electronics business segments. Hamlin has manufacturing, engineering and sales offices in the U.S., Mexico, Europe and Asia. Hamlin operations are being integrated into the Electronics and Automotive segments of Littelfuse. The company funded the acquisition with available cash raised from borrowings on the company’s new credit arrangement. (See Note 6).

The following table sets forth the final purchase price allocation, as of May 31, 2014, for Hamlin acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair values.

All Hamlin goodwill and other assets and liabilities were recorded in the Automotive and Electronics business unit segments and reflected in the Americas, Europe and Asia-Pacific geographical areas. The distribution network, trademarks and patents and licenses are all being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining Hamlin’s products with the company’s existing product offerings. A portion of the goodwill for the acquisition is not expected to be deductible for tax purposes.

As required by purchase accounting rules, the company recorded a $2.1 million step-up of inventory to its fair value as of the acquisition date. During the second quarter of 2013, as a portion of this inventory was sold, cost of goods sold included $1.7 million of non-cash charges for this step-up.

The following unaudited pro forma results are provided below for the company’s acquisition of Hamlin and assume that the acquisition of Hamlin had been completed as of the beginning of fiscal year 2012.

8. Income Taxes

The effective tax rate for the second quarter of ~~undistributed earnings~~2015 was 23.9% compared to ~~participating securities~~an effective tax rate of 22.1% in the second quarter of 2014. The effective tax rate for the six months ended June 27, 2015 was 24.1% as compared to ~~arrive at~~an effective tax rate of 23.6% for the ~~earnings allocated~~six months ended June 28, 2014. The effective tax rates for both the second quarter and six month periods of 2015 and 2014 are lower than the U.S. statutory tax rate primarily due to ~~common stock shareholders for calculating~~ the ~~diluted earnings per share.~~result of more income earned in low tax jurisdictions.

Notes toCONDENSEDConsolidated Financial Statements (Unaudited)

8~~. Earnings Per Share,~~8. Income Taxes, continued

The ~~following table sets forth~~company has restructured the ~~computation~~legal ownership of ~~basic and diluted earnings per share under the treasury share method~~its Mexican manufacturing operations as of ~~September 27, 2014 and~~June 28, 2015. Although the ~~two-class method as of September 28, 2013.~~

For the Three Months Ended

For the Nine Months Ended

(in thousands except per share amounts)

Sept. 27, 2014

Sept. 28, 2013

Sept. 27, 2014

Sept. 28, 2013

Net income as reported
$ 29,940 $ 26,990 $ 79,907 $ 65,126
Less: Distributed earnings available to participating securities
— (3 ) — (21 )
Less: Undistributed earnings available to participating securities
— — — (16 )
Numerator for basic earnings per share —

Undistributed and distributed earnings available to common shareholders
$ 29,940 $ 26,987 $ 79,907 $ 65,089
Add: Undistributed earnings allocated to participating securities
— — — 16
Less: Undistributed earnings reallocated to participating securities
— — — (16 )
Numerator for diluted earnings per share —

Undistributed and distributed earnings available to common shareholders
$ 29,940 $ 26,987 $ 79,907 $ 65,089
Denominator for basic earnings per share —

Weighted-average shares
22,536 22,428 22,536 22,274
Effect of dilutive securities:

Common stock equivalents
153 197 186 223
Denominator for diluted earnings per share —

Adjusted for weighted-average shares & assumed conversions
22,689 22,625 22,722 22,497
Basic earnings per share
$ 1.33 $ 1.20 $ 3.55 $ 2.92
Diluted earnings per share
$ 1.32 $ 1.19 $ 3.52 $ 2.89

9~~. Income~~ ~~Taxes~~

~~The~~transaction was completed in the third quarter, the company considered the impact on the effective tax rate for the ~~third~~second quarter ~~of 2014~~and determined such impact was 27.3% compared to an effective tax rate of 26.1% in the third quarter of 2013 reflecting more income earned in higher tax jurisdictions in the third quarter of 2014. The effective tax rate for the nine months ended September 27, 2014 was 25.0% as compared to an effective tax rate of 27.6% for the nine months ended September 28, 2013. The higher tax rate for the nine months ended September 28, 2013 was primarily the result of certain non-recurring tax items.not material.

~~Notes to~~~~CONDENSED~~~~Consolidated Financial Statements (Unaudited)~~

~~10.~~9. Pensions

The components of net periodic benefit cost for the three and ~~nine~~six months ended ~~September~~June 27, ~~2014,~~2015, compared with the three and ~~nine~~six months ended ~~September~~June 28, ~~2013,~~2014, were (in thousands):

	U.S. Pension Benefits												Foreign Plans												U.S. Pension Benefits												Foreign Plans
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	Sept. 27, 2014			Sept. 28, 2013			Sept. 27, 2014			Sept. 28, 2013			Sept. 27, 2014			Sept. 28, 2013			Sept. 27, 2014			Sept. 28, 2013			June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014

Service cost	$	150		$	150		$	450		$	450		$	311		$	290		$	933		$	813		$	250		$	150		$	500		$	300		$	315		$	311		$	630		$	622
Interest cost		971			891			2,913			2,674			591			532			1,774			1,014			1,031			971			2,062			1,942			513			592			1,026			1,183
Expected return on plan assetsassets		(1,412	)		(1,340	)		(4,234	)		(4,020	)		(572	)		(446	)		(1,718	)		(717	)
Expected return on plan assets																										(916	)		(1,411	)		(1,832	)		(2,822	)		(601	)		(573	)		(1,201	)		(1,146	)
Amortization of net loss		137			235			411			706			47			39			142			116			290			137			580			274			62			47			123			95
Total (credit) cost of the plan		(154	)		(64	)		(460	)		(190	)		377			415			1,131			1,226
Expected plan participants’contribution		-			-			-			-			-			-			-			-
Net periodic benefit(credit)cost	$	(154	)	$	(64	)	$	(460	)	$	(190	)	$	377		$	415		$	1,131		$	1,226

Total cost (credit) of the plan																										655			(153	)		1,310			(306	)		289			377			578			754
Expected plan participants’contribution																										-			-			-			-			-			-			-			-

Net periodic benefit cost (credit)																									$	655		$	(153	)	$	1,310		$	(306	)	$	289		$	377		$	578		$	754

The expected rate of return assumption on domestic pension assets is ~~approximately~~3.90% and 6.75% in 2015 and 2014, ~~and 2013.~~respectively. The expected return on foreign pension assets is ~~approximately~~5.39% and 5.14% in 2015 and ~~3.00% in~~ 2014, ~~and 2013,~~ respectively.

~~On July 31, 2014,~~Plan Termination

The company received approval from the ~~company terminated~~IRS on April 14, 2015 on its Application for Determination for Terminating Plan to terminate the U.S. defined benefit pension plan, the Littelfuse Inc. Retirement Plan, ~~(the “Pension Plan”), a~~effective July 30, 2014. The current liability balance of $11.8 million at June 27, 2015, represents the projected cost to settle the plan’s liability in conjunction with the upcoming plan ~~that was previously offered~~termination. Settlement is expected to ~~all full-time Company employees but frozen as to new participants and benefit accruals as~~occur during the third quarter of April 1, 2009. Distribution of plan assets resulting from the Pension Plan termination will not be made until the Internal Revenue Service and the Pension Benefit Guaranty Corporation determine that the termination satisfies applicable regulatory requirements. As a result of the termination of the Pension Plan, each participant will become fully vested in his or her benefits under the Pension Plan without regard to age and years of service. All participants will have a choice of receiving a lump sum payment or an annuity in full payment of their benefits accrued under the Pension Plan.2015.

1110.Business Unit Segment Information

The company and its subsidiaries design, manufacture and sell circuit protection devices throughout the world. The company reports its operations by the following business unit segments: Electronics, Automotive, and Electrical. Each operating segment is directly responsible for sales, marketing and research and development. Manufacturing, purchasing, logistics, customer service, finance, information technology and human resources are shared functions that are allocated back to the three operating segments. The CEO allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

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

Notes toCONDENSEDConsolidated Financial Statements (Unaudited)

10.Business Unit Segment Information, continued

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

Business unit segment information for the three and six months ended June 27, 2015 and June 28, 2014 are summarized as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
Net sales
Electronics	$	105,553		$	109,947		$	204,933		$	205,972
Automotive		85,918			82,042			169,989			164,444
Electrical		30,550			28,919			57,412			57,351
Total net sales	$	222,021		$	220,908		$	432,334		$	427,767

Depreciation and amortization
Electronics	$	5,775		$	5,530		$	11,573		$	10,900
Automotive		3,303			3,646			6,639			7,174
Electrical		1,295			1,414			2,579			2,682
Total depreciation and amortization	$	10,373		$	10,590		$	20,791		$	20,756

Operating income (loss)
Electronics	$	22,167		$	25,634		$	40,832		$	45,005
Automotive		12,699			11,049			23,870			22,931
Electrical		4,709			571			7,439			4,317
Other⁽¹⁾		(3,404	)		(3,535	)		(6,422	)		(4,944	)
Total operating income		36,171			33,719			65,719			67,309
Interest expense		948			1,228			2,099			2,444
Foreign exchange (gain) loss		(1,292	)		2,375			1,825			2,123
Other (income) expense, net		(1,202	)		(1,446	)		(2,328	)		(2,632	)
Income before income taxes	$	37,717		$	31,562		$	64,123		$	65,374

(1) For the three months ended June 27, 2015, “Other” consists of restructuring costs ($2.5 million), acquisition expenses ($0.2 million) and pension wind-up costs ($0.7 million). For the six months ended June 27, 2015, “Other” consist of restructuring costs ($4.8 million), acquisition expenses ($0.3 million) and pension wind-up costs ($1.3 million).

The company’s significant net sales by country for the three and six months ended June 27, 2015 and June 28, 2014 are summarized as follows (in thousands):

	For the Three Months Ended(a)				For the Six Months Ended(a)
	June 27, 2015		June 28, 2014		June 27, 2015		June 28, 2014

United States	$	89,608	$	80,492	$	172,981	$	152,366
China		49,920		39,987		94,349		77,200
Other countries		82,493		100,429		165,004		198,201
Total	$	222,021	$	220,908	$	432,334	$	427,767

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

Notes toCONDENSEDConsolidated Financial Statements (Unaudited)

1110.Business Unit Segment Information, continued

~~Business unit segment information for the three~~The company’s significant long-lived assets and ~~nine months ended September~~additions to long-lived assets by country as of June 27, ~~2014~~2015 and ~~September 28, 2013~~December 27, 2014 are summarized as follows (in thousands):

For the Three Months Ended

For the Nine Months Ended

Sept. 27,
2014

Sept. 28,
2013

Sept. 27,
2014

Sept. 28,
2013

Net sales

Electronics
$ 107,754 $ 101,013 $ 313,726 $ 271,878
Automotive
80,639 70,386 245,083 194,319
Electrical
29,215 29,641 86,566 93,527
Total net sales
$ 217,608 $ 201,040 $ 645,375 $ 559,724

Depreciation and amortization

Electronics
$ 5,582 $ 5,784 $ 16,482 $ 15,776
Automotive
3,435 2,880 10,609 7,183
Electrical
1,414 937 4,096 2,893
Total depreciation and amortization
$ 10,431 $ 9,601 $ 31,187 $ 25,852

Operating income (loss)

Electronics
$ 25,800 $ 20,362 $ 70,805 $ 52,284
Automotive
12,227 11,135 35,158 29,531
Electrical
3,224 6,687 7,541 18,801
Other⁽¹⁾
(1,121 ) (625 ) (6,065 ) (3,558 )
Total operating income
40,130 37,559 107,439 97,058
Interest expense
1,292 939 3,736 1,959
Impairment, loan loss and equity in net loss of unconsolidated affiliate⁽²⁾
— — — 10,678
Foreign exchange (gain) loss
(101 ) 1,476 2,022 (1,929 )
Other (income) expense, net
(2,261 ) (1,380 ) (4,893 ) (3,543 )
Income before income taxes
$ 41,200 $ 36,524 $ 106,574 $ 89,893

	Long-lived assets^(b)
	June 27, 2015		December 27, 2014

United States	$	34,129	$	34,179
Mexico		46,052		47,936
China		40,416		40,981
Other countries		45,782		35,544
Total	$	166,379	$	158,640

~~(1) “Other”~~(b) Long-lived assets consists of ~~acquisition related costs, severance charges~~net property, plant and ~~restructuring costs. (2) During the first quarter of 2013, the company recorded an impairment of its investment in Shocking Technologies. (See Note 5).~~equipment.

The company’s ~~significant net sales by country~~additions to long-lived assets for the ~~three and nine~~six months ended ~~September~~June 27, ~~2014~~2015 and ~~September~~June 28, ~~2013~~2014 are summarized as follows (in thousands):

For the Three Months Ended^(a)

For the Nine Months Ended^(a)

Sept. 27, 2014

Sept. 28, 2013

Sept. 27, 2014

Sept. 28, 2013

United States
$ 85,326 $ 76,183 $ 243,979 $ 202,731
China
45,905 43,644 134,166 114,952
Other countries
86,377 81,213 267,230 242,041
Total
$ 217,608 $ 201,040 $ 645,375 $ 559,724

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

~~The company’s significant long-lived assets by country as of September 27, 2014 and December 28, 2013 are summarized as follows (in thousands):~~

Long-lived assets^(b)

September 27, 2014

December 28, 2013

United States
$ 38,964 $ 27,294
China
40,015 45,843
Canada
13,621 14,429
Other countries
64,660 62,607
Total
$ 157,260 $ 150,173

~~(b) Long-lived assets consist of net property, plant and equipment.~~

	Additions to long-lived assets
	June 27, 2015		June 28, 2014

United States	$	6,615	$	3,309
Mexico		4,190		4,694
China		4,080		2,506
Other countries		11,503		2,623
Total	$	26,388	$	13,132

~~Notes to~~~~CONDENSED~~~~Consolidated Financial Statements (Unaudited)~~

~~12.~~11. Accumulated Other Comprehensive Income (Loss) (AOCI)

The following table sets forth the changes in the components of AOCI by component (in thousands):

AOCI component	Balance at December 27, 2014			Other comprehensive income (loss) activity			Reclassification adjustment for expense included in net income		Balance at June 27, 2015

Pension liability adjustment^(a)	$	(29,615	)	$	(124	)	$	1,971	$	(27,768	)
Unrealized gain on investments^(b)		10,791			3,336			—		14,127
Foreign currency translation adjustment		(2,302	)		(10,153	)		—		(12,455	)
AOCI (loss) income	$	(21,126	)	$	(6,941	)	$	1,971	$	(26,096	)

AOCI component

Balance at
December 28, 2013

Other
comprehensive
income (loss)
activity

Reclassification
adjustment for
expense included
in net income

Balance at
September 27, 2014

Pension liability adjustment^(a)
$ (17,140 ) $ (243 ) $ 242 $ (17,141 )
Unrealized gain on investments^(b)
9,393 1,811 — 11,204
Foreign currency translation adjustment
28,164 (15,273 ) — 12,891
AOCI income (loss)
$ 20,417 $ (13,705 ) $ 242 $ 6,954

(a) Balances are net of tax of ~~$6,549~~$12,055 and ~~$6,549~~$12,857 for ~~2014~~2015 and ~~2013,~~2014, respectively.

(b) Balances are net of tax of $0 and $0 for ~~2014~~2015 and ~~2013,~~2014, respectively.

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

Littelfuse Overview

Littelfuse, Inc. and its subsidiaries (the “company” or “Littelfuse”) is the worldwide leader in circuit protection offering the industry's broadest and deepest portfolio of circuit protection products and solutions. The company’s devices protect products in virtually every market that uses electrical energy, from consumer electronics to automobiles to industrial equipment. The company’s worldwide revenue in ~~2013~~2014 was ~~$757.9~~$852.0 million and net earnings were ~~$88.8~~$99.4 million. The company conducts its business through three reportable segments, which are defined by markets and consist of Electronics, Automotive, and Electrical. The company’s customer base includes original equipment manufacturers, tier one automotive suppliers and distributors.

In addition to protecting and growing its core circuit protection business, Littelfuse has been investing in power control and sensing technologies. These newer platforms combined with the company’s strong balance sheet and operating cash flow, provide opportunities for increased organic and acquisition growth. ~~The~~In 2012, the company ~~has~~ set a ~~target~~five-year strategic plan to grow annual sales at 15% per ~~year,~~year; 5% organically and 10% through acquisitions.

To maximize shareholder value, the company’s primary strategic goals are to:

●

Grow organically faster than its markets;

●

Double the pace of acquisitions;

●

Sustain high-teens operating margins;

●

Improve return on investment; and

●

Return excess cash to shareholders.

The company serves markets that are directly impacted by global economic trends with significant exposures to the consumer electronics, automotive, industrial and mining end markets. The company’s results will be impacted positively or negatively by changes in these end markets.

Electronics Segment

The Electronics segment sells passive and semiconductor components and modules as well as sensors primarily into the global consumer electronics, general industrial and telecommunications markets. The core electronics markets are characterized by significant Asia competition and price erosion. As a result, the company is focusing additional efforts on higher growth, less price sensitive niche markets (such as LED lighting) and higher-power industrial applications. The Hamlin acquisition in 2013 expands the company’s product offering into reed switches which are used in a wide variety of electronic products and go through the same channels as the company’s core electronics products.

Automotive Segment

The Automotive segment is comprised of passenger vehicle circuit protection, commercial vehicle products and ~~sensors.~~sensors for vehicle applications. The primary growth drivers for these businesses are increasing global demand for passenger and commercial vehicles and increasing content per vehicle for both circuit protection and sensing products. The move away from internal combustion engines to hybrid and electric drive systems that require more circuit protection is expected to be an additional growth driver. ~~The Hamlin acquisition in 2013 significantly expands the company’s position in automotive sensors.~~

Electrical Segment

The Electrical segment derives its revenues from power fuses, protection relays and custom products selling primarily into the industrial, mining, solar and oil and gas markets. Custom products sales, after several years of strong growth, have declined due to the completion of several large Canadian potash mining ~~projects nearing completion.~~projects. The company ~~intends to expand~~has expanded this business by moving into new markets such as non-potash mining and oil and gas. Protection relay sales have also slowed due to the general slowdown in the global mining market.

The following table is a summary of the company’s net sales by business unit and geography:

Net Sales by Business Unitand Geography(inthousands, unaudited)

	Third Quarter							Year-to-Date								Second Quarter							Year-to-Date
	2014		2013		% Change			2014		2013		% Change				2015		2014		%Change			2015		2014		% Change
Business Unit															Business Unit
Electronics	$	107,754	$	101,013		7	%	$	313,726	$	271,878		15	%		$	105,553	$	109,947		(4	%)	$	204,933	$	205,972		(1	%)
Automotive		80,639		70,386		15	%		245,083		194,319		26	%			85,918		82,042		5	%		169,989		164,444		3	%
Electrical		29,215		29,641		(1	%)		86,566		93,527		(7	%)			30,550		28,919		6	%		57,412		57,351		0	%

Total	$	217,608	$	201,040		8	%	$	645,375	$	559,724		15	%		$	222,021	$	220,908		1	%	$	432,334	$	427,767		1	%

	Third Quarter							Year-to-Date
	2014		2013		% Change			2014		2013		% Change
Geography^(a)															Geography^(a)
Americas	$	97,903	$	89,682		9	%	$	282,928	$	254,037		11	%		$	103,033	$	95,874		7	%	$	200,087	$	185,025		8	%
Europe		39,568		35,490		11	%		127,791		100,360		27	%			39,125		44,296		(12	%)		78,093		88,223		(11	%)
Asia-Pacific		80,137		75,868		6	%		234,656		205,327		14	%			79,863		80,738		(1	%)		154,154		154,519		(0	%)

Total	$	217,608	$	201,040		8	%	$	645,375	$	559,724		15	%		$	222,021	$	220,908		1	%	$	432,334	$	427,767		1	%

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

Results of Operations – ~~Third~~Second Quarter, 201415 compared to ~~2013~~2014

The following table summarizes the company’s consolidated results of operations for the periods presented. ~~The results include incremental activity from~~During the ~~company’s business acquisitions as described, where applicable, in the below analysis. There~~second quarter of 2015, there was ~~an additional $2.8~~approximately $3.4 million ~~in 2014 year-to-date for the write-off~~ of ~~stepped-up inventory valuation~~special charges ($6.4 million year-to-date) consisting of $0.9 million ($1.9 million year-to-date) related to the ~~SymCom~~company’s transfer of its reed sensor manufacturing from the U.S. to the Philippines, $1.7 million ($2.9 million year-to-date) related to internal legal restructuring, $0.2 million ($0.3 million year-to-date) related to acquisition costs and $0.7 million ($1.3 million year-to-date) of expense related to the planned termination of the U.S. pension as described in Note 2. The company incurred $2.0 million of severance charges in 2014 year-to date resulting from restructuring at the Hamlin-Mexico plant. The company also incurred $1.1million of charges during the third quarter of 2014 related to its internal organization restructuring to optimize its ability to use cash. There was $0.1 million of foreign exchange gains during the third quarter of 2014 ($2.0 million of losses in 2014 year-to-date) due primarily to balance sheet remeasurement in the Philippines.9.

(In thousands, unaudited)	Third Quarter								Year-to-Date							Second Quarter									Year-to-Date
	2014			2013		% Change			2014		2013		% Change			2015			2014			%Change			2015			2014			% Change
Sales	$	217,608		$	201,040		8	%	$	645,375	$	559,724		15	%	$	222,021		$	220,908			1	%	$	432,334		$	427,767			1	%
Gross Profit		87,380			80,960		8	%		248,869		219,123		14	%		85,281			82,995			3	%		161,611			161,489			0	%
Operating expense		47,250			43,401		9	%		141,430		122,065		16	%		49,110			49,276			(0	%)		95,892			94,180			2	%
Operating income		40,130			37,559		7	%		107,439		97,058		11	%		36,171			33,719			7	%		65,719			67,309			(2	%)
Other (income) expense, net		(1,070	)		1,035		(203	%)		865		7,165		(88	%)		(1,202	)		(1,446	)		(17	%)		(2,328	)		(2,632	)		(12	%)
Income before income taxes		41,200			36,524		13	%		106,574		89,893		19	%		37,717			31,562			20	%		64,123			65,374			(2	%)
Net income	$	29,940		$	26,990		11	%	$	79,907	$	65,126		23	%	$	28,684		$	24,578			17	%	$	48,679		$	49,967			(3	%)

Net sales increased ~~$16.6~~$1.1 million or 8%1% to ~~$217.6~~$222.0 million in the ~~third~~second quarter of 2015 compared to $220.9 million in the second quarter of 2014 ~~compared to $201.0 million in the third quarter of 2013~~ due primarily to ~~strong organic~~ growth in automotive and ~~electronics and an incremental $5.5 million from the SymCom acquisition, partially~~electrical sales, offset by lower ~~electrical~~electronics sales. The company also experienced ~~$0.3~~$11.3 million in ~~favorable~~unfavorable foreign currency effects in the ~~third~~second quarter of ~~2014~~2015 as compared to the ~~third~~second quarter of ~~2013.~~2014. The unfavorable foreign currency impact primarily resulted from sales denominated in the euro. Excluding ~~incremental sales from SymCom and~~ currency effects, net sales increased ~~$10.8~~$12.4 million or 5%6% year-over-year.

Electronics sales ~~increased $6.7~~decreased $4.4 million or 7%4% to ~~$107.8~~$105.6 million in the ~~third~~second quarter of 2015 compared to $109.9 million in the second quarter of 2014 ~~compared to $101.0 million in the third quarter of 2013~~ due primarily to ~~strong growth for both~~lower sales of semiconductor and ~~passive components.~~sensor products. The electronics segment experienced ~~$0.2~~$3.6 million in ~~favorable~~unfavorable currency effects in the ~~third~~second quarter of ~~2014~~2015 primarily from sales denominated in ~~Korean won.~~euros. Excluding ~~the impact of~~ currency effects, net sales ~~increased $6.6~~decreased $0.8 million or 6%1% year-over-year.

Automotive sales increased ~~$10.3~~$3.9 million or ~~15%~~5% to ~~$80.6~~$85.9 million in the ~~third~~second quarter of 2015 compared to $82.0 million in the second quarter of 2014 ~~compared to $70.4 million in the third quarter of 2013~~ due to strong ~~organic~~ growth for ~~passenger car fuses,~~sensors and commercial vehicle products ~~and sensors.~~partially offset by lower fuse sales. The automotive segment experienced $0.2 million in favorable currency effects in the third quarter of 2014 primarily due to sales denominated in Korean won. Excluding currency effects, net sales increased $10.1 million or 14% year-over-year.

Electrical sales decreased $0.4 million or 1% to $29.2 million in the third quarter of 2014 compared to $29.6 million in the third quarter of 2013 primarily from declines in custom and relay sales into the mining market and power fuses into the industrial market. These declines more than offset incremental sales of $5.5 million from the SymCom acquisition. The electrical segment experienced $0.1$6.6 million in unfavorable currency effects in the ~~third~~second quarter of 2015 primarily due to sales denominated in euros. Excluding currency effects, net sales increased $10.5 million or 13% year-over-year.

Electrical sales increased $1.6 million or 6% to $30.6 million in the second quarter of 2015 compared to $28.9 million in the second quarter of 2014 as higher fuse and custom sales were offset by weaker relay sales. The electrical segment experienced $1.0 million in unfavorable currency effects in the second quarter of 2015 primarily from sales denominated in Canadian ~~dollars.~~dollars and the euro. Excluding ~~incremental sales from SymCom and~~ currency effects, net sales ~~decreased $5.8~~increased $2.6 million or ~~20%~~9% year-over-year.

On a geographic basis, sales in the Americas increased ~~$8.2~~$7.2 million or 9%7% to ~~$97.9~~$103.0 million in the ~~third~~second quarter of 2015 compared to $95.9 million in the second quarter of 2014 ~~compared to $89.7 million in the third quarter of 2013~~ due primarily to ~~incremental~~strong growth in auto and electrical sales ~~of $5.5 million from SymCom~~ offset by ~~$0.1~~$0.6 million in unfavorable currency effects from sales denominated in Canadian dollars. Excluding ~~incremental sales from acquisitions and~~ currency effects, the Americas sales increased ~~$2.9~~$7.8 million or ~~3% due to the increase in automotive and electronics sales partially offset by decreased electrical sales.~~8%.

Europe sales ~~increased $4.1~~decreased $5.2 million or ~~11%~~12% to ~~$39.6~~$39.1 million in the ~~third~~second quarter of 2015 compared to $44.3 million in the second quarter of 2014 ~~compared to $35.5 million in the third quarter of 2013~~ mainly due to $10.3 million in unfavorable currency effects reflecting a decline in the euro during the current year quarter. Excluding currency effects, Europe sales increased $5.2 million or 12% reflecting strong demand for ~~electronics and~~ automotive ~~products and $0.2 million in favorable currency effects.~~products.

Asia-Pacific sales ~~increased $4.3~~decreased $0.9 million or 6%1% to ~~$80.1~~$79.9 million in the ~~third~~second quarter of 2015 compared to $80.7 million in the second quarter of 2014 ~~compared~~due to ~~$75.9~~a decline in electronics and electrical products and $0.3 million in ~~the third quarter of 2013 primarily due to~~unfavorable currency effects offset by strong demand for automotive ~~and electronics products and $0.2 million in favorable currency effects primarily from sales denominated in Korean won.~~products. Excluding currency effects, ~~net~~Asia-Pacific sales increased ~~$4.1~~$0.6 million or 5%1% year-over-year.

Gross profit was ~~$87.4~~$85.3 million or ~~40%~~38% of net sales for the ~~third~~second quarter of ~~2014~~2015 compared to ~~$81.0~~$83.0 million or ~~40%~~38% of net sales in the same quarter last year. Gross profit for the ~~third~~second quarter of ~~2013~~2015 included $0.9 million of charges related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines. Gross profit for the second quarter of 2014 included a ~~$0.4~~$1.4 million non-cash charge to cost of goods sold for inventory that was ~~stepped-up~~stepped up to fair value as a result of the ~~Hamlin acquisition.~~SymCom acquisition and $2.0 million in severance charges resulting from restructuring at the Hamlin-Mexico plant. Excluding the impact of these charges, gross profit was 39% of net sales for both the second quarter of 2015 and 2014.

Total operating expense was ~~$47.3~~$49.1 million or 22% of net sales for the ~~third~~second quarter of ~~2014~~2015 compared to ~~$43.4~~$49.3 million or 22% of net sales for the same quarter in ~~2013.~~2014. The ~~increase~~slight decrease in operating expenses primarily reflects ~~incremental operating expenses of $2.3 million from the SymCom acquisition~~lower research and ~~$1.1 million of expenses to effect changes in the company’s~~development costs offset by higher internal legal ~~structure that will enable the up-streaming of cash~~restructuring costs and costs related to the wind-up of the U.S. pension plan.

Operating income for the ~~third~~second quarter of ~~2014~~2015 was approximately ~~$40.1~~$36.2 million compared to operating income of ~~$37.6~~$33.7 million for the same quarter in ~~2013~~2014 primarily ~~due to~~as a result of higher sales ~~partially offset by higher~~and slightly lower operating expenses as described above.

Interest expense was ~~$1.3 million in the third quarter of 2014 compared to~~ $0.9 million in the ~~third~~second quarter of ~~2013~~2015 and ~~is primarily related to~~$1.2 million in the second quarter of 2014 and reflects interest incurred for borrowing on the company’s ~~revolving~~ credit ~~facility.~~agreement.

Foreign exchange loss (gain), reflecting net gains and losses resulting from ~~balance sheet revaluation,~~the effect of exchange rate changes on various foreign currency transactions worldwide, was approximately ~~$0.1~~$1.3 million of income for the ~~third~~second quarter of ~~2014 and $1.5~~2015 as compared to $2.4 million of expense for the ~~third~~second quarter of ~~2013~~2014 and primarily reflects fluctuations in the euro and Philippine peso against the U.S. dollar.

Other (income) expense, net, consisting of interest income, royalties and non-operating income ~~and expense~~items was approximately ~~$2.3~~$1.2 million of income for second quarter of 2015 and $1.5 million of income for the ~~third~~second quarter of ~~2014 compared to $1.4 million of income in the third quarter of 2013.~~

Income before income taxes was $41.2 million for the third quarter of 2014 compared to income before income taxes of $36.5 million for the third quarter of 2013. Income tax expense was $11.3 million with an effective tax rate of 27.3% for the third quarter of 2014 compared to income tax expense of $9.5 million with an effective tax rate of 26.1% in the third quarter of 2013. The higher effective tax rate in the third quarter of 2014 was primarily due to more income earned in high tax jurisdictions.2014.

Income before income taxes was $37.7 million for the second quarter of 2015 compared to $31.6 million for the second quarter of 2014. Income tax expense was $9.0 million with an effective tax rate of 23.9% for the second quarter of 2015 compared to income tax expense of $7.0 million with an effective tax rate of 22.1% in the second quarter of 2014. The effective tax rates for both the second quarter of 2015 and 2014 are lower than the U.S. statutory tax rate primarily due to more income earned in low tax jurisdictions.

Net income for the ~~third~~second quarter of ~~2014~~2015 was ~~$29.9~~$28.7 million or ~~$1.32~~$1.26 per diluted share compared to net income of ~~$27.0~~$24.6 million or ~~$1.19~~$1.08 per diluted share for the same quarter of ~~2013.~~2014.

Results of ~~Operations~~Operations – Six months, 2015 comp~~Nine~~a ~~Months, 201~~4 ~~compared~~red to ~~201~~32014

Net sales increased ~~$85.7~~$4.6 million or ~~15%~~1% to ~~$645.4~~$432.3 million for the first six months of 2015 compared to $427.8 million in the first ~~nine~~six months of 2014 ~~compared to $559.7 million in the first nine months of 2013~~ due primarily to ~~an incremental $51.8 million from business acquisitions.~~strong growth in automotive products, partially offset by lower electronics sales. The company also experienced ~~$4.0~~$21.2 million in ~~favorable~~unfavorable foreign currency effects in the first ~~nine~~six months of ~~2014~~2015 as compared to ~~2013. The favorable foreign currency impact~~2014 primarily ~~resulted~~resulting from sales denominated in ~~euros.~~the euro. Excluding ~~incremental sales from acquisitions and~~ currency effects, net sales increased ~~$29.9~~$25.7 million or 5%6% year-over-year.

Electronics sales ~~increased $41.8~~decreased $1.0 million or ~~15%~~1% to ~~$313.7~~$204.9 million for the first six months of 2015 compared to $206.0 million in the first ~~nine~~six months of 2014 ~~compared to $271.9 million in the first nine months of 2013~~ due primarily to negative currency effects offset by strong ~~organic~~ growth infor fuse ~~products and incremental sales of $16.3 million from the Hamlin acquisition.~~products. The electronics segment experienced ~~$1.5~~$6.6 million in ~~favorable~~unfavorable currency effects in the first ~~nine~~six months of ~~2014~~2015 primarily from sales denominated in ~~euros.~~euro. Excluding ~~incremental sales from Hamlin and~~ currency effects, net sales increased ~~$24.1~~$5.5 million or 9%3% year-over-year.

Automotive sales increased ~~$50.8~~$5.5 million or ~~26%~~3% to ~~$245.1~~$170.0 million in the first ~~nine~~six months of ~~2014~~2015 compared to ~~$194.3~~$164.4 million in the first ~~nine~~six months of ~~2013~~2014 due ~~primarily~~ to ~~incremental sales of $20.2 million from Hamlin and~~ strong growth ~~in all product categories.~~for sensors and commercial vehicle products offset by lower fuse sales. The automotive segment experienced ~~$3.1~~$12.5 million in ~~favorable~~unfavorable currency effects in the first ~~nine~~six months of ~~2014~~2015 primarily due to sales denominated in euros. Excluding ~~incremental sales from acquisitions and~~ currency effects, net sales increased ~~$27.5~~$18.1 million or ~~14%~~11% year-over-year.

Electrical sales, ~~decreased $7.0 million or 7% to $86.6~~before currency effects, were flat year-over year at $57.4 million in the first ~~nine~~six months of ~~2014~~2015 compared to ~~$93.5~~$57.4 million in the first ~~nine~~six months of ~~2013 due primarily to slowing demand for~~2014 as higher custom and fuse sales were offset by weaker relay ~~products as a result of a slow-down in the mining industry. This more than offset incremental sales of $15.3 million from the SymCom acquisition.~~sales. The electrical segment experienced ~~$0.6~~$2.1 million in unfavorable currency effects in the first ~~nine~~six months of ~~2014~~2015 primarily from sales denominated in Canadian ~~dollars.~~dollars and the euro. Excluding ~~incremental sales from SymCom and~~ currency effects, net sales ~~decreased $21.6~~increased $2.1 million or ~~23%~~4% year-over-year.

On a geographic basis, sales in the Americas increased ~~$28.9~~$15.1 million or ~~11%~~8% to ~~$282.9~~$200.1 million in the first ~~nine~~six months of ~~2014~~2015 compared to ~~$254.0~~$185.0 million in the first ~~nine~~six months of ~~2013~~2014 due primarily to ~~incremental~~strong growth in auto and electronics sales ~~from business acquisitions of $32.0 million,~~ offset by ~~weaker custom and relay sales and $0.8~~$1.3 million in unfavorable currency effects from sales denominated in Canadian dollars. Excluding ~~incremental sales from acquisitions and~~ currency effects, ~~net~~the Americas sales ~~decreased $2.3~~increased $16.4 million or ~~1% year-over-year.~~9%.

Europe sales ~~increased $27.4~~decreased $10.1 million or ~~27%~~11% to ~~$127.8~~$78.1 million in the first ~~nine~~six months of ~~2014~~2015 compared to ~~$100.4~~$88.2 million in the first ~~nine~~six months of ~~2013~~2014 mainly due to ~~strong demand for both automotive and electronics products, incremental sales of $9.4 million from Hamlin and $4.3~~$19.2 million in ~~favorable~~unfavorable currency ~~effects.~~effects reflecting a decline in the euro during the first six months. Excluding ~~incremental sales from acquisitions and~~ currency effects, Europe sales increased ~~$13.7~~$9.1 million or ~~14% year-over-year.~~10% reflecting strong demand for automotive products.

Asia-Pacific sales ~~increased $29.3~~decreased $0.4 million or ~~14%~~less than 1% to ~~$234.7~~$154.2 million in the first ~~nine~~six months of ~~2014~~2015 compared to ~~$205.3~~$154.5 million in the first ~~nine~~six months of ~~2013~~2014 due primarily ~~due~~ to ~~higher~~strong demand for automotive products offset by lower electronics sales and ~~electronics products, incremental sales from Hamlin of $10.4 million and $0.5 million in favorable~~unfavorable currency effects ~~primarily from sales denominated in Korean won.~~of $0.6 million. Excluding ~~incremental sales from Hamlin and~~ currency effects, ~~net~~Asia-Pacific sales increased ~~$18.4~~$0.3 million or 9%less than 1% year-over-year.

Gross profit was ~~$248.9~~$161.6 million or ~~39%~~37% of net sales infor the first ~~nine~~six months of ~~2014~~2015 compared to ~~$219.1~~$161.5 million or ~~39%~~38% of net sales infor the first ~~nine~~six months of ~~2013.~~2014. Gross profit for the ~~nine~~first six months of 2015 included $1.9 million of charges related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines. Gross profit for the first six months of 2014 included a $2.8 million non-cash charge to cost of goods sold for inventory that was stepped up to fair value as a result of the SymCom acquisition and $2.0 million ofin severance charges resulting from restructuring at the Hamlin-Mexico plant. ~~Gross profit for the first nine months of 2013 included a $2.1 million non-cash charge to cost of goods sold for inventory that was stepped-up to fair value as a result of the Hamlin acquisition.~~ Excluding the impact of these charges, gross profit was 38% of net sales for the first six months of 2015 as compared to 39% for the first ~~nine~~six months of ~~2014 and 40% for the first nine months of 2013.~~2014. The ~~decline~~decrease in gross profit margin iscompared to the prior year was primarily attributable to ~~lower sales~~foreign exchange losses primarily due to the decline in the ~~Electrical market.~~euro.

Total operating expense was ~~$141.4~~$95.9 million or 22% of net sales for the first ~~nine~~six months of ~~2014~~2015 compared to ~~$122.1~~$94.2 million or 22% of net sales for the first ~~nine~~six months ~~in 2013.~~of 2014. The increase in operating expenses primarily reflects ~~incremental operating expenses~~higher wage and benefit costs, internal legal restructuring costs and costs related to the wind-up of ~~$12.0 million from business acquisitions.~~the U.S. pension plan offset by lower amortization of intangibles and research and development costs

Operating income for the first ~~nine~~six months of ~~2014~~2015 was ~~$107.4~~approximately $65.7 million compared to operating income of ~~$97.1~~$67.3 million for the first ~~nine~~six months ~~in 2013~~of 2014, primarily ~~due to higher~~as a result of the negative impact of foreign exchange on sales ~~partially offset by higher operating expenses~~and gross profit as ~~described~~discussed above.

Interest expense was ~~$3.7~~$2.1 million for the first ~~nine~~six months of 2015 compared to $2.4 million for the first six months of 2014 and ~~$2.0 million~~reflects interest for ~~the first nine months of 2013 and is primarily related to~~borrowing on the company’s ~~revolving~~ credit ~~facility.~~agreement.

Foreign exchange loss (gain), reflecting net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide, was approximately ~~$2.0~~$1.8 million of expense for the first ~~nine~~six months of ~~2014 and $1.9~~2015 compared to $2.1 million of ~~income~~expense for the first ~~nine~~six months of ~~2013~~2014 and primarily reflects fluctuations in the euro and Philippine peso against the U.S. dollar.

Other (income) expense, net, consisting of interest income, royalties and non-operating income ~~and expense~~items was ~~$4.9~~approximately $2.3 million of income for the first ~~nine~~six months of ~~2014~~2015 compared to ~~$3.5~~$2.6 million of income for the first ~~nine~~six months of ~~2013.~~2014.

Income before income taxes was ~~$106.6~~$64.1 million for the second quarter of 2015 compared to $65.4 million for the first ~~nine~~six months of ~~2014 compared to $89.9 million for the first nine months of 2013.~~2014. Income tax expense was ~~$26.7~~$15.4 million with an effective tax rate of ~~25.0%~~24.1% for the first ~~nine~~six months of ~~2014~~2015 compared to income tax expense of ~~$24.8~~$15.4 million with an effective tax rate of ~~27.6% for~~23.6% in the first ~~nine~~six months of ~~2013.~~2014. The effective tax rates for both ~~the first nine months of~~2015 and 2014 ~~and 2013~~ are lower than the U.S. statutory tax rate primarily due to more income earned in ~~countries with lower~~low tax ~~rates than the U.S.~~jurisdictions.

Net income for the first ~~nine~~six months of ~~2014~~2015 was ~~$79.9~~$48.7 million or ~~$3.52~~$2.13 per diluted share compared to net income of ~~$65.1~~$50.0 million or ~~$2.89~~$2.20 per diluted share for the same ~~nine months~~period of ~~2013.~~2014.

Liquidity and Capital Resources

As of ~~September~~June 27, ~~2014, $365.3~~2015, $302.1 million of the ~~$378.3~~$311.9 million of the company’s cash and cash equivalents was held by foreign subsidiaries. Of the ~~$365.3~~$302.1 million held by foreign subsidiaries, approximately $17.7 million could be repatriated with minimal tax ~~consequences as of September 27, 2014.~~

~~In the fourth quarter of 2014, in conjunction with the post-merger integration of Hamlin, the company expects to repatriate over $90.0 million of cash to the U.S. from various overseas subsidiaries.~~consequences. The company expects to maintain its foreign cash balances (other than the aforementioned ~~$90.0~~$17.7 million) for local operating requirements, to provide funds for future capital expenditures and for potential acquisitions. The company does not expect to repatriate these funds to the U.S. ~~in the foreseeable future. The company is also in the process of reviewing and revising its internal legal structure to optimize its ability to use cash.~~

The company historically has financed capital expenditures through cash flows from operations. Management expects that cash flows from operations and available lines of credit will be sufficient to support both the company’s operations and its debt obligations for the foreseeable future.

Revolving Credit Facilities

~~On May 31,~~In 2013, the company entered into a ~~new~~ credit agreement with J.P. Morgan Securities LLC for up to $325.0 million which ~~consisted~~consists of aan unsecured revolving credit facility of $225.0 million and an unsecured term loan of $100.0 million. The ~~new~~ credit agreement is for a five year period.

On January 30, 2014, the company increased the unsecured revolving credit facility ~~entered into on May 31, 2013,~~ by $50.0 million thereby increasing the total revolver borrowing capacity from $225.0 million to $275.0 million. At ~~September~~June 27, ~~2014,~~2015, the company had available ~~$92.9~~$200.9 million of borrowing capacity under the revolving credit agreement at an interest rate of LIBOR plus ~~1.50% (1.65%~~1.0% (1.19% as of ~~September~~June 27, ~~2014)~~2015). ~~The credit agreement replaces the company’s previous credit agreement dated June 13, 2011 which was terminated on May 31, 2013.~~

This arrangement contains covenants that, among other matters, impose limitations on the incurrence of additional indebtedness, future mergers, sales of assets, payment of dividends, and changes in control, as defined in the agreement. In addition, the company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At ~~September~~June 27, ~~2014,~~2015, the company was in compliance with all covenants under the revolving credit facility.

The company also had ~~$0.8~~$0.6 million outstanding in letters of credit at ~~September~~June 27, ~~2014.~~2015. No amounts were drawn under these letters of credit at ~~September~~June 27, ~~2014.~~2015.

Entrusted Loan

During the fourth quarter of 2014, the company entered into an entrusted loan arrangement (“Entrusted Loan”) of RMB 110.0 million (approximately $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 is strictly forbidden 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 Net 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 RMB 88.5 million (approximately $14.5 million) at June 27, 2015.

Cash Flow

The company started ~~2014~~2015 with ~~$305.2~~$297.6 million of cash and cash equivalents. Net cash provided by operating activities was approximately ~~$103.8~~$62.0 million for the first ~~nine~~six months of ~~2014~~2015 reflecting ~~$79.9~~$48.7 million in net income and ~~$39.3~~$25.4 million in non-cash adjustments (primarily ~~$31.2~~$20.8 million in depreciation and amortization) offset by ~~$15.4~~$12.1 million in net changes to various operating assets and liabilities.

Changes in operating assets and liabilities for the first ~~nine~~six months of ~~2014~~2015 (including short-term and long-term items) that impacted cash flows negatively consisted of increases in accounts ~~receivables~~receivable ($~~9.7~~21.3 million) and inventory ($1.2 million), ~~inventory ($4.1 million)~~ and ~~prepaid and other assets ($2.1 million),~~ decreases in ~~accrued expenses (including post-retirement) ($7.1 million) and~~ accrued payroll and severance ($~~1.2~~3.7 million) and accrued and deferred taxes ($3.0 million). The increase in accounts ~~receivables~~receivable was due to increased sales in the first ~~nine months. The increase in inventory resulted from higher stock levels to meet increased demand.~~six months of 2015. The decrease in accrued ~~expenses~~payroll and severance was due primarily to ~~$9.9 million~~payouts for the 2014 management incentive plan which occurred in ~~pension contributions made during~~ the first quarter. ~~Changes~~Other changes having a positive impact on cash flows were increases in prepaid and other assets ($2.4 million), accounts payable ($~~3.0~~3.4 million) and accrued ~~and deferred taxes~~expenses ($~~5.8~~11.1 million).

Net cash used in investing activities was approximately ~~$65.3 million and included $19.4 million in capital spending and $52.8~~$22.8 million for the ~~acquisition~~first six months of ~~SymCom~~2015 and represented capital spending ($26.4 million) offset by ~~$6.8 million~~a reduction in ~~proceeds from sales of short-term investments.~~the entrusted loan receivable ($3.5 million) (see Note 5) .

Net cash ~~provided by~~used in financing activities was approximately ~~$41.5~~$19.6 million and included ~~$56.8~~$12.5 million in net ~~proceeds~~payments on borrowings from ~~borrowing~~the company’s credit agreement, $3.5 million in payments on the entrusted loan (see Note 5) and ~~$14.6~~dividends paid of $11.3 million offset by $7.7 million from the exercise of stock options including tax ~~benefits, partially offset by debt issuance costs of $0.1 million, cash dividends paid of $15.5 million and the repurchase of common stock for $14.3 million.~~benefits. The effects of exchange rate changes decreased cash and cash equivalents by ~~$6.9~~approximately $5.2 million. The net cash provided by operating activities combined with the effects of exchange rate changes less net cash used in investing and financing activities resulted in a ~~$73.1~~$14.3 million increase in cash, which left the company with a cash and cash equivalents balance of ~~$378.3~~$311.9 million at ~~September~~June 27, ~~2014.~~2015.

The ratio of current assets to current liabilities was ~~2.3~~3.0 at the end of the ~~third~~second quarter of ~~2014~~2015 compared to ~~2.5~~2.8 at year-end 2014 and 2.2 at the end of the ~~third~~second quarter of ~~2013 and 2.7 at year-end 2013.~~2014. Days sales outstanding in accounts receivable was approximately 5662 days at the end of the ~~third~~second quarter of ~~2014~~2015 compared to 5860 days at the end of the ~~third~~second quarter of ~~2013~~2014 and 5960 days at year-end ~~2013.~~2014. Days inventory outstanding was approximately 7065 days at the end of the ~~third~~second quarter of ~~2014 as well as~~2015 compared to 68 days at the year-end 2014 and 64 days at end of the ~~third~~second quarter of ~~2013 and at year-end 2013.~~2014.

~~Outloo~~kOutlook

Sales ~~for the fourth quarter~~ are expected to ~~follow normal seasonal patterns which will call for slightly softer Automotive sales and a moderate decline~~be flat sequentially in ~~Electronics sales compared to~~ the third quarter of ~~2014.~~2015 due to expected less-than-normal seasonal strength for electronics while the electrical business continues to improve and automotive trends remain solid despite slowing growth in global car production. The ~~Electrical segment~~mining sector is expected to remain weak ~~due primarily~~at least through the remainder of this year. Foreign currency effects are expected to ~~continued softness in the mining market.~~remain volatile. The company issued the following guidance for the ~~fourth~~third quarter of ~~2014:~~2015:

●

Sales for the ~~fourth~~third quarter of 2015 are expected to be in the range of ~~$201.0 million~~$211 to ~~$211.0 million which represents~~$221 million. At the midpoint, this is flat with the prior year quarter or approximately 4% ~~year-over-year~~ growth aton a constant currency basis.

●

The full year effective tax rate is expected to be approximately 23.5%, although this assumes that Congress approves the ~~midpoint.~~R&D credit and the “look-through” provision for 2015 as it did in 2014. Until such time, the rate is expected to be about 50 basis points higher.

●

Earnings for the ~~fourth~~third quarter of 2015 are expected to be in the range of ~~$1.05~~$1.24 to ~~$1.19~~$1.36 per diluted ~~share, excluding any special items.~~share. This includes negative currency effects of approximately $0.10 compared to the prior year.

●

~~Capital~~Although capital expenditures through the first six months of the year are ~~expected to increase to approximately $11.0~~$26.4 million, ~~for the fourth quarter of 2014 due to spending on a new building at the company’s Philippines site and several large equipment purchases.~~

~~The company also made the following comments regarding 2015:~~

●

~~After a relatively strong first half of 2014, electronics market growth has slowed. We see a continuation of modest growth in 2015.~~

●

Global car build rates have moderated after several years of above-trend growth. We see this slower growth environment continuing through 2015. However, our program wins for fuses and sensors give us confidence that we can continue to grow our automotive sales faster that the market.

●

~~The overall electrical business~~it is expected that spending will slow down in the second half resulting in full year capital expenditures of approximately $40 to ~~have moderate growth in 2015 driven primarily by the beginnings of a recovery for custom products and the ramp up of new products at SymCom.~~$45 million.

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

The statements in this section and the other sections of this report that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of the PSLRA. These statements may involve risks and uncertainties, including, but not limited to, risks relating to product demand and market acceptance, economic conditions, the impact of competitive products and pricing, product quality problems or product recalls, capacity and supply difficulties or constraints, coal mining exposures reserves, failure of an indemnification for environmental liability, exchange rate fluctuations, commodity price fluctuations, the effect of the company’s accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, integration of acquisitions and other risks which may be detailed in the company’s other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This report should be read in conjunction with information provided in the financial statements appearing in the company’s Annual Report on Form 10-K for the year ended December ~~28, 2013.~~27, 2014. For a further discussion of the risk factors of the company, please see Item 1A. “Risk Factors” to the company’s Annual Report on Form 10-K for the year ended December ~~28, 2013.~~27, 2014.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Interest Rates

The company had ~~$276.5~~$164.8 million in debt outstanding at ~~September~~June 27, ~~2014 at variable interest rates.~~2015 related to the unsecured revolving credit facility and term loan. While 100% of this debt has variable interest rates, the company’s interest expense is not materially sensitive to changes in interest rate levels since debt levels and potential interest expense increases are ~~small~~insignificant relative to earnings.

Foreign Exchange Rates

The majority of the company’s operations consist of manufacturing and sales activities in foreign countries. The company has manufacturing facilities in the U.S., Mexico, Canada, Denmark, China, Lithuania and the Philippines. During the first ~~nine~~six months of ~~2014,~~2015, sales to customers outside the U.S. were ~~62.2%~~approximately 60% of total net sales. Substantially all sales in Europe are denominated in euros and substantially all sales in the Asia-Pacific region are denominated in U.S. dollars, Japanese yen, Korean won, Chinese ~~yuan~~renminbi or Taiwanese dollars.

The company’s foreign exchange exposures result primarily from sale of products in foreign currencies, foreign currency denominated purchases, intercompany loans, employee-related and other costs of running operations in foreign countries and translation of balance sheet accounts denominated in foreign currencies. The company’s most significant long exposure is to the euro, with lesser long exposures to the Canadian dollar, ~~Japanese yen~~Chinese renminbi and Korean won. The company’s most significant short exposures are to the Chinese ~~yuan,~~renminbi, Mexican peso and Philippine peso. Changes in foreign exchange rates could affect the company’s sales, costs, balance sheet values and earnings. The company uses netting and offsetting intercompany account management techniques to reduce known foreign currency exposures where possible. From time to time, the company has utilized derivative instruments to hedge certain foreign currency exposures.

Commodity Prices

The company uses various metals in the manufacturing of its products, including copper, zinc, tin, gold and silver. Prices of these commodities can and do fluctuate significantly, which can impact the company’s earnings. The most significant of these exposures is to copper, zinc, silver and gold where at current prices and volumes, a 10% price change would affect annual pre-tax profit by approximately ~~$1.2~~$1.8 million for copper, ~~$0.9~~$0.8 million for zinc, ~~$0.8~~$0.7 million for silver and $0.3 million for gold. From time to time, the company has utilized derivative instruments to hedge certain commodity ~~exposures deemed to be material.~~exposures.

Item 4. Controls and Procedures.

~~With~~As of June 27, 2015, the ~~participation~~Chief Executive Officer and Chief Financial Officer of ~~our management, including the company’s principal executive officer and principal financial officer,~~ the company ~~has~~ evaluated the effectiveness of ~~our~~the disclosure controls and procedures ~~(as defined in Rule 13a-15(e) and 15d-15(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as~~ of the ~~end~~company and concluded that these disclosure controls and procedures are effective to ensure that material information relating to the company and its consolidated subsidiaries has been made known to them by the employees of the company and its consolidated subsidiaries during the period preceding the filing of this Quarterly Report on Form 10-Q and that such information is accurately recorded, processed, summarized and reported within the time periods specified in SEC rules. There were no significant changes in the company’s internal controls during the period covered by this ~~Quarterly~~ Report ~~on Form 10-Q. Based upon~~ that ~~evaluation and the fact that the company is in the process of remediating the material weakness, which is~~could materially affect these controls or could reasonably be expected to be completed by the fourth quarter of 2014, the company’s principal executive officer and principal financial officer concluded that the company’s disclosure controls and procedures were not effective as of the end of the period ended September 27, 2014.

The errors resulted from the 2013 year-end treatment of tax deductions related to the company’s write-off of its investment in Shocking Technologies, Inc. The tax deductions were determined to be a capital loss for tax purposes, instead of an ordinary loss as the company had previously determined in consultation with a third party expert.

~~Material Weakness and Related Remediation Initiatives~~

On February 4, 2014, the company concluded there was a material weakness in internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act as it relates to deferred tax valuation allowance accounting at March 30, 2013. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis.

The material weakness in internal control over financial reporting relates to the company’s evaluation of the income tax considerations, including deferred tax valuation allowances relating to the write-off of its investment in Shocking Technologies, Inc. during the first quarter of 2013. Management has commenced steps to remediate the material weakness associated with this misstatement and has begun the process of implementing an enhanced process to review and approve the income tax accounting treatment for any material items that are of an unusual or complex nature.In accordance withmaterially affect the company’s internal control ~~over financial~~ reporting, ~~compliance program, however,~~disclosures and procedures subsequent to the material weakness designation cannot be remediated fully until the remediation processes have been operational for a period of time and successfully tested. Such remediation is anticipated to be completed in the fourth quarter of 2014.

~~Changes in Internal Control Over Financial Reporting~~

Except as has been described above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ended September 27, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Reference is made to Exhibits 31.1 and 31.2 for the Certification statements issued~~last day they were evaluated by the company’s Chief Executive Officer and Chief Financial ~~Officer, regarding the company’s disclosure controls and procedures, and internal control over financial reporting, as of September 27, 2014.~~Officer.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

A detailed description of risks that could have a negative impact on our business, revenues and performance results can be found under the caption “Risk Factors” in our most recent Form 10-K, filed with the SEC on February ~~25, 2014.~~24, 2015. There have been no material changes from risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December ~~28, 2013~~27, 2014 in response to Item 1A to Part 1 of Form 10-K.

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

The company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the company’s common stock under a program for the period May 1, ~~2014~~2015 to April 30, ~~2015.~~2016. The company ~~repurchased 161,751~~did not repurchase any shares of its common stock during the first ~~nine~~six months of fiscal ~~2014,~~2015 and ~~838,249~~1,000,000 shares may yet be purchased under the ~~program~~previous authorization as of ~~September~~June 27, 2014. No shares were repurchased during the third quarter of 2014. The company withheld 16,518 shares of stock in lieu of withholding taxes on behalf of employees who became vested in restricted stock units during the first nine months of 2014.2015.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item6. Exhibits.

Exhibit

Description

	~~3.1~~ 10.1	~~Bylaws,~~ Amendment No. 3, dated as ~~amended~~of May 4, 2015, to ~~date~~Credit Agreement, dated as of May 30, 2013, by and among Littelfuse, Inc., as borrower, JPMorgan Chase Bank, N.A. as Agent, and each of the banks, financial institutions listed on the respective signature pages thereof.

~~10.1~~10.2

~~Termination~~Form of ~~Amendment to~~Restricted Stock Unit Award Agreement (Executive) under the Littelfuse, Inc. ~~Retirement~~Long-Term Incentive Plan.

10.3

Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc. Long-Term Incentive Plan.

31.1

Certification of Gordon Hunter, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Philip G. Franklin, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 27, ~~2014,~~2015, to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.

Date: ~~October~~July 31, ~~2014~~ 2015	By	/s/ Philip G. Franklin
		Philip G. Franklin
		~~Senior~~Executive Vice President and
		Chief Financial Officer
		(As duly authorized officer and as
		~~the~~asthe principal financial and ~~accounting~~
		~~officer)~~accountingofficer)

	Delaware			36-3795742
	(State or other jurisdiction			(I.R.S. Employer Identification No.)
	of incorporation or organization)

	8755 W. Higgins Road, Suite 500
	Chicago, Illinois			60631
	(Address of principal executive offices)			(Zip Code)

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	Page

	Condensed Consolidated Balance Sheets as of ~~September~~June 27, ~~2014~~2015 (unaudited) and December ~~28, 2013~~27, 2014	1

	Consolidated Statements of Net Income for the periods ended ~~September~~June 27, ~~2014~~2015 (unaudited) and ~~September~~June 28, ~~2013~~2014 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the periods ended ~~September~~June 27, ~~2014~~2015 (unaudited) and ~~September~~June 28, ~~2013~~2014 (unaudited)	3

	Consolidated Statements of Cash Flows for the periods ~~endedSeptember~~endedJune 27, ~~2014~~2015 (unaudited) and ~~September~~June 28, ~~2013~~2014 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Conditionand Results of Operations.	1412

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2018

Item 4.	Controls and Procedures.	2119

PART II - OTHER INFORMATION

~~Item 1. Legal Proceedings~~	22

Item ~~1A. Risk Factors~~1.	22Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2220

Item 3.	Defaults Upon Senior Securities	2220

Item 4.	Mine Safety Disclosures	2220

Item 5.	Other Information	2220

Item 6.	Exhibits	2321

Signatures		24 22

	September 27, 2014			December 28, 2013			June 27, 2015			December 27, 2014
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	378,276		$	305,192		$	311,915		$	297,571
Short-term investments		38			6,886			3,954			4,302
Accounts receivable, less allowances		134,706			127,887			151,283			135,356
Inventories		99,822			92,591			97,735			97,391
Deferred income taxes		10,722			10,463			17,378			17,481
Prepaid expenses and other current assets		16,570			17,080			15,357			13,904
Assets held for sale		5,500			5,500			5,500			5,500
Total current assets		645,634			565,599			603,122			571,505
Property, plant and equipment:
Land		5,969			4,382			5,542			5,697
Buildings		66,780			59,699			63,546			64,609
Equipment		363,438			354,475			389,026			370,179
		436,187			418,556			458,114			440,485
Accumulated depreciation		(278,927	)		(268,383	)		(291,735	)		(281,845	)
Net property, plant and equipment		157,260			150,173			166,379			158,640
Intangible assets, net of amortization:
Patents, licenses and software		24,514			25,166			21,449			23,640
Distribution network		39,604			42,685			17,813			19,428
Customer lists, trademarks and tradenames		42,911			30,506			58,018			60,605
Goodwill		198,702			186,464			192,947			196,256
Other investments		13,115			12,286			14,503			12,056
Deferred income taxes		5,325			5,092			5,604			5,393
Other assets		6,750			6,402			19,456			23,303

Total assets	$	1,133,815		$	1,024,373		$	1,099,291		$	1,070,826

Liabilities and Equity
Current liabilities:
Accounts payable	$	37,062		$	33,872		$	53,919		$	50,793
Accrued payroll		28,022			29,437			25,501			30,511
Accrued expenses		13,342			13,087			19,668			13,059
Accrued severance		320			182			2,033			790
Accrued income taxes		15,059			5,931			8,547			9,045
Deferred income taxes		7			229
Current portion of accrued post-retirement benefits								11,768			11,768
Current portion of long-term debt		186,500			126,000			82,250			88,500
Total current liabilities		280,312			208,738			203,686			204,466
Long-term debt, less current portion		90,000			93,750			96,993			106,658
Deferred income taxes		10,821			11,585			11,173			11,076
Accrued post-retirement benefits		225			8,528			5,247			5,147
Other long-term liabilities		14,558			14,856			14,900			15,814
Total equity		737,899			686,916			767,292			727,665

Total liabilities and equity	$	1,133,815		$	1,024,373		$	1,099,291		$	1,070,826

Common shares issued and outstanding of22,541,918 and 22,467,491, at September 27, 2014, and December 28, 2013, respectively.
Common shares issued and outstanding of22,725,882 and 22,585,529, at June 27, 2015, and December 27, 2014, respectively.

	For the Three Months Ended						For the Nine Months Ended
	September 27, 2014			September 28, 2013			September 27, 2014			September 28, 2013

Net income	$	29,940		$	26,990		$	79,907		$	65,126
Other comprehensive income (loss):
Pension liability adjustments (net of tax of $39 and $49, for the three months ended 2014 and 2013, and $178 and $233 for the nine months ended 2014 and 2013, respectively)		4			(24	)		(1	)		(349	)
Unrealized (loss) gain on investments		(1,773	)		(532	)		1,811			546
Foreign currency translation adjustments		(14,962	)		10,273			(15,273	)		(2,998	)
Comprehensive income	$	13,209		$	36,707		$	66,444		$	62,325

		For the Nine Months Ended						For the Six Months Ended
		September 27, 2014			September 28, 2013			June 27, 2015			June 28, 2014
Operating activities:
Net income		$	79,907		$	65,126		$	48,679		$	49,967
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			21,736			19,603			14,761			14,459
Amortization of intangibles			9,451			6,249			6,030			6,297
Stock-based compensation			7,168			7,030			5,764			5,229
Non-cash inventory charge			2,769			2,069			—			2,769
Excess tax benefit on share-based compensation			(2,477	)		(3,763	)		(1,470	)		(2,230	)
Loss on sale of assets			673			169			329			141
Impairment and equity in net loss of unconsolidated affiliate			—			10,678
Changes in operating assets and liabilities:
Accounts receivable			(9,728	)		(16,348	)		(21,266	)		(17,871	)
Inventories			(4,118	)		(4,537	)		(1,199	)		410
Accounts payable	��		3,024			6,659			3,440			2,533
Accrued expenses (including post-retirement)			(7,080	)		(11,743	)		11,129			(7,578	)
Accrued payroll and severance			(1,198	)		5,492			(3,652	)		(7,323	)
Accrued taxes			5,756			(2,167	)		(3,003	)		(2,101	)
Prepaid expenses and other			(2,052	)		1,294			2,422			(2,189	)
Net cash provided by operating activities			103,831			85,811			61,964			42,513

Investing activities:
Acquisition of business, net of cash acquired									—			(52,768	)
Purchases of property, plant, and equipment			(19,422	)		(25,328	)		(26,388	)		(13,132	)
Acquisition of businesses, net of cash acquired			(52,768	)		(145,000	)
Purchase of short-term investments			—			(8,478	)
Proceeds from maturities of short-term investments			6,770			—
Decrease in entrusted loan receivable									3,519			—
Proceeds from sale of assets			72			158			48			37
Net cash used in investing activities			(65,348	)		(178,648	)		(22,821	)		(65,863	)

FINANCING activities:
Proceeds from term loan			—			100,000
Proceeds from revolving credit facility			97,500			160,500			11,000			97,500
Payments of revolving credit facility									(21,000	)		(19,500	)
Payments of term loan			(3,750	)		—			(2,500	)		(2,500	)
Payments of revolving credit facility			(37,000	)		(116,000	)
Debt issuance costs paid			(108	)		(809	)
Payments of entrusted loan									(3,519	)		—
Debt issuance costs									(42	)		(108	)
Cash dividends paid			(15,543	)		(13,789	)		(11,296	)		(9,921	)
Purchases of common stock			(14,283	)		—			—			(14,283	)
Proceeds from exercise of stock options			12,170			19,335			6,278			11,101
Excess tax benefit on share-based compensation			2,477			3,763			1,470			2,230
Net cash provided by financing activities			41,463			153,000
Net cash (used in) provided by financing activities									(19,609	)		64,519

Effect of exchange rate changes on cash and cash equivalents			(6,862	)		(2,631	)		(5,190	)		45

Increase in cash and cash equivalents			73,084			57,532			14,344			41,214
Cash and cash equivalents at beginning of period			305,192			235,404			297,571			305,192
Cash and cash equivalents at end of period		$	378,276		$	292,936		$	311,915		$	346,406

SymCom preliminary purchase price allocation (in thousands):
SymCom final purchase price allocation (in thousands):				SymCom final purchase price allocation (in thousands):
Cash	$	325			$	325
Current assets, net		9,154				9,154
Property, plant and equipment		11,193				11,193
Goodwill		15,063				15,018
Trademarks		17,020				17,020
Patents		1,500				1,500
Other non-current assets		20				20
Current liabilities		(1,182	)			(1,137	)
	$	53,093			$	53,093

Hamlin final purchase price allocation (in thousands):
Cash	$	15,984
Current assets, net		27,811
Property, plant and equipment		24,728
Goodwill		51,218
Distribution network		35,327
Patents and licenses		16,276
Trademarks		6,522
Non-current assets		2,452
Current liabilities		(7,734	)
Non-current liabilities		(12,217	)
	$	160,367

	(In thousands except for per share amounts)
	For the Three Months Ended				For the Nine Months Ended
	Sept. 27, 2014		Sept. 28, 2013		Sept. 27, 2014		Sept. 28, 2013
	(Unaudited)		(Unaudited)		(Unaudited)		(As restated)
							(Unaudited)
Revenues	$	217,608	$	201,040	$	645,375	$	591,095
Net income	$	29,940	$	26,990	$	79,907	$	65,425
Net income per share:
Basic	$	1.33	$	1.20	$	3.55	$	2.94
Diluted	$	1.32	$	1.19	$	3.52	$	2.91
Weighted-average shares and equivalent shares outstanding:
Basic		22,536		22,428		22,536		22,274
Diluted		22,689		22,625		22,722		22,497

	Fair Value Measurements Using								Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Pricesin Active Marketsfor IdenticalAssets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Investment in Polytronics	$	13,115	$	—	$	—	$	13,115	$	14,503	$	—	$	—	$	14,503
Total	$	13,115	$	—	$	—	$	13,115	$	14,503	$	—	$	—	$	14,503

	For the Three Months Ended					For the Nine Months Ended
(in thousands except per share amounts)	Sept. 27, 2014		Sept. 28, 2013			Sept. 27, 2014		Sept. 28, 2013

Net income as reported	$	29,940	$	26,990		$	79,907	$	65,126
Less: Distributed earnings available to participating securities		—		(3	)		—		(21	)
Less: Undistributed earnings available to participating securities		—		—			—		(16	)
Numerator for basic earnings per share —
Undistributed and distributed earnings available to common shareholders	$	29,940	$	26,987		$	79,907	$	65,089
Add: Undistributed earnings allocated to participating securities		—		—			—		16
Less: Undistributed earnings reallocated to participating securities		—		—			—		(16	)
Numerator for diluted earnings per share —
Undistributed and distributed earnings available to common shareholders	$	29,940	$	26,987		$	79,907	$	65,089
Denominator for basic earnings per share —
Weighted-average shares		22,536		22,428			22,536		22,274
Effect of dilutive securities:
Common stock equivalents		153		197			186		223
Denominator for diluted earnings per share —
Adjusted for weighted-average shares & assumed conversions		22,689		22,625			22,722		22,497
Basic earnings per share	$	1.33	$	1.20		$	3.55	$	2.92
Diluted earnings per share	$	1.32	$	1.19		$	3.52	$	2.89

	For the Three Months Ended						For the Nine Months Ended
	Sept. 27, 2014			Sept. 28, 2013			Sept. 27, 2014			Sept. 28, 2013
Net sales
Electronics	$	107,754		$	101,013		$	313,726		$	271,878
Automotive		80,639			70,386			245,083			194,319
Electrical		29,215			29,641			86,566			93,527
Total net sales	$	217,608		$	201,040		$	645,375		$	559,724

Depreciation and amortization
Electronics	$	5,582		$	5,784		$	16,482		$	15,776
Automotive		3,435			2,880			10,609			7,183
Electrical		1,414			937			4,096			2,893
Total depreciation and amortization	$	10,431		$	9,601		$	31,187		$	25,852

Operating income (loss)
Electronics	$	25,800		$	20,362		$	70,805		$	52,284
Automotive		12,227			11,135			35,158			29,531
Electrical		3,224			6,687			7,541			18,801
Other⁽¹⁾		(1,121	)		(625	)		(6,065	)		(3,558	)
Total operating income		40,130			37,559			107,439			97,058
Interest expense		1,292			939			3,736			1,959
Impairment, loan loss and equity in net loss of unconsolidated affiliate⁽²⁾		—			—			—			10,678
Foreign exchange (gain) loss		(101	)		1,476			2,022			(1,929	)
Other (income) expense, net		(2,261	)		(1,380	)		(4,893	)		(3,543	)
Income before income taxes	$	41,200		$	36,524		$	106,574		$	89,893

	For the Three Months Ended^(a)				For the Nine Months Ended^(a)
	Sept. 27, 2014		Sept. 28, 2013		Sept. 27, 2014		Sept. 28, 2013

United States	$	85,326	$	76,183	$	243,979	$	202,731
China		45,905		43,644		134,166		114,952
Other countries		86,377		81,213		267,230		242,041
Total	$	217,608	$	201,040	$	645,375	$	559,724

AOCI component	Balance at December 28, 2013			Other comprehensive income (loss) activity			Reclassification adjustment for expense included in net income		Balance at September 27, 2014

Pension liability adjustment^(a)	$	(17,140	)	$	(243	)	$	242	$	(17,141	)
Unrealized gain on investments^(b)		9,393			1,811			—		11,204
Foreign currency translation adjustment		28,164			(15,273	)		—		12,891
AOCI income (loss)	$	20,417		$	(13,705	)	$	242	$	6,954