Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) |X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 28, 2002 or | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 0-20388 LITTELFUSE, INC. (Exact name of registrant as specified in its charter) Delaware 36-3795742 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 800 East Northwest Highway, Des Plaines, Illinois 60016 (Address of principal executive offices) (Zip Code) 847/824-1188 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value, and Warrants to purchase shares of Common Stock, $.01 par value 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |X| No | | The aggregate market value of 21,497,491 shares of voting stock held by non-affiliates of the registrant was approximately $497,236,967 based on the last reported sale price of the registrant's Common Stock, $.01 par value, as reported on The Nasdaq Stock Market on June 28, 2002. As of March 14, 2003, the registrant had outstanding 21,781,135 shares of Common Stock, $.01 par value. Portions of the following documents have been incorporated herein by reference to the extent indicated herein: Littelfuse, Inc. Proxy Statement dated March 28, 2003 (the "Proxy Statement") -- Part III. Littelfuse, Inc. Annual Report to Stockholders for the year ended December 28, 2002 (the "Annual Report to Stockholders") -- Parts II and III.

PART I ITEM 1. BUSINESS GENERAL Littelfuse, Inc. (the "Company" or "Littelfuse") is the world's leading supplier of circuit protection products for the electronics industry. The Company provides the broadest line of circuit protection solutions to worldwide customers. The Company is also the leading provider of circuit protection for the automotive industry and the third largest producer of electrical fuses in North America. In the electronic market, the Company supplies leading manufacturers such as Acer, Alcatel, Celestica, Dell, Flextronics, Fuji, GE, HP, IBM, Intel, LG, Motorola, Nokia, Palm, Samsung and Sony. In the automotive market, the Company's customers include major automotive manufacturers in North American, Europe and Asia such as BMW, DaimlerChrysler, Ford Motor, General Motors and Toyota. The Company also supplies wiring harness manufacturers and auto parts suppliers worldwide including; Alcoa Fujikawa, Auto Zone, Delphi, Lear, Pep Boys and Yazaki. The Company also competes in the electrical fuse market with representative customers such as Abbott, Carrier, Dana, DuPont, John Deere, GE, Heinz, International Paper, Lithonia Lighting, Marconi, Merck; Otis Elevator, Procter & Gamble and Rockwell. See "Business Environment: Circuit Protection Market." The Company manufactures many of its products on fully integrated manufacturing and assembly equipment. The Company fabricates and assembles a majority of its products and maintains product quality through a rigorous quality assurance program with all sites certified under ISO 9000 standards and its world headquarters certified under the QS9000 and ISO 14001 standards. The Company's products are sold worldwide through a direct sales force and manufacturers' representatives. For the year ended December 28, 2002, approximately 54% of the Company's net sales were to customers outside the United States (exports and foreign operations). References herein to "2000" or "fiscal 2000" refer to the fiscal year ended December 30, 2000. References herein to "2001" or "fiscal 2001" refer to the fiscal year ended December 29, 2001. References herein to "2002" or "fiscal 2002" refer to the fiscal year ended December 28, 2002. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are currently available free of charge through the "Investor Relations" section of the Company's internet website (http://www.littelfuse.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. 1

BUSINESS ENVIRONMENT: CIRCUIT PROTECTION MARKET The Company serves customers in three major product areas of the circuit protection market; electronic, automotive and electrical or power fuses. Net sales by product area for the periods indicated are as follows: Fiscal Year (in thousands) -------------------------------------- 2002 2001 2000 -------- -------- -------- Electronic $150,838 $146,342 $232,677 Automotive 98,235 91,061 100,036 Electrical 34,194 34,746 39,207 -------- -------- -------- Total $283,267 $272,149 $371,920 ======== ======== ======== ELECTRONIC PRODUCTS Electronic circuit protection products are used to protect circuits in a multitude of electronic systems. The Company's product offering includes a complete line of overcurrent and overvoltage solutions including: (1) fuses and protectors (2) positive temperature coefficient (PTC) resettables (3) varistors (4) electrostatic discharge (ESD) suppressors (5) discrete transient voltage suppression (TVS) diodes, TVS diode arrays and protection thyristors (6) gas discharge tubes and (7) fuseholders, blocks and other. Electronic fuses and protectors are devices that contain an element which melts in an overcurrent condition. Electronic miniature and subminiature fuses are designed to provide circuit protection in the limited space requirements of electronic equipment. The Company's fuses are used in a wide variety of electronic products including wireless telephones, consumer electronics, computers, modems and telecommunications equipment. The Company markets its products under the following trademarked and brand names: PICO(R) II; NANO(2) (R) SMF; ALF(TM) II and SMTelecom(TM). Resettables are positive temperature coefficient (PTC) polymer devices that limit the current when an overcurrent condition exists and then reset themselves once the overcurrent condition has cleared. The Company markets a line of surface mount PTC devices used primarily for computer and peripheral applications such as motherboards, disk drives, modems and printers. Varistors are ceramic-based high-energy absorption devices that provide transient overvoltage and surge suppression for automotive, telecommunication, consumer electronics and industrial applications. The Company's product line offers both radial leaded and multilayer surface mount products. Electrostatic discharge (ESD) suppressors are polymer-based devices that protect an electronic system from failure due to rapid transfer of electrostatic charge to the circuit. The Company's PulseGuard(R) line of ESD suppressors is used in PC and PC peripherals, digital consumer electronics and wireless applications. 2

Discrete diodes, diode arrays and protection thyristors are fast switching silicon semiconductor structures. Discrete diodes protect a wide variety of applications from overvoltage transients such as ESD, inductive load switching or lightning, while diode arrays are used primarily as ESD suppressors. Protection thyristors are commonly used to protect telecommunications circuits from overvoltage transients such as those resulting from lightning. Applications include telephones, modems, data transmission lines and alarm systems. Gas discharge tubes are very low capacitance devices designed to suppress any transient voltage event that is greater than the breakover voltage of the device. These devices are primarily used in telecom interface and conversion equipment applications as protection from overvoltage transients such as lightning. In addition to the above products, the Company is also a supplier of fuse holders (including OMNI-BLOK(R)), fuse blocks (including Powr-Blok(R) power distribution systems) and fuse clips primarily to customers that purchase circuit protection devices from the Company. AUTOMOTIVE PRODUCTS Fuses are extensively used in automobiles, trucks, buses and off-road equipment to protect electrical circuits and the wires that supply electrical power to operate lights, heating, air conditioning, radios, windows and other controls. Currently, a typical automobile contains 30 to 70 fuses, depending upon the options installed. The fuse content per vehicle is expected to continue to grow as more electronic features are included in automobiles. The Company also supplies fuses for the protection of electric and hybrid vehicles. The Company is a primary supplier of automotive fuses to United States, Japanese and European automotive OEMs, automotive component parts manufacturers and automotive parts distributors. The Company also sells its fuses in the replacement parts market, with its products being sold through merchandisers, discount stores and service stations, as well as under private label by national firms. The Company invented and owns all of the U.S. patents related to the blade type fuse which is the standard and most commonly used fuse in the automotive industry. The Company's automotive fuse products are marketed under the following trademarked brand names: ATO(R), MINI(R), MAXI(TM), MIDI(R), MEGA(TM) and CablePro(TM). A majority of the Company's North American automotive fuse sales are made to wire harness manufacturers that incorporate the fuses into their products. The remaining automotive fuse sales are made directly to automotive manufacturers and through distributors who in turn sell most of their products to automotive product wholesalers, such as warehouse distributors, discount stores and service stations. The Company has licensed its patented MINI(R) and MAXI(TM) automotive fuse designs to Bussmann, a division of Cooper Industries. Bussmann is the Company's largest domestic competitor. Additionally, the Company has entered into a licensing agreement with Pacific Engineering Company, Ltd., a Japanese fuse manufacturer, which produces and distributes the Company's patented MINI(R) automotive fuses to the Pacific Rim manufacturing operations of 3

Japanese based automobile manufacturers. See "Business -- Patents, Trademarks and Other Intellectual Property" and "Competition." ELECTRICAL PRODUCTS The Company entered the electrical fuse market in 1983 and manufactures and sells a broad range of low-voltage circuit protection products to electrical distributors and their customers in the construction, original equipment manufacturers ("OEM") and industrial maintenance and repair operations ("MRO") markets. Power fuses are used to protect circuits in various types of industrial equipment and circuits in industrial plants, office buildings and residential units. They are rated and listed under one of many Underwriters' Laboratories fuse classifications. Major applications for power fuses include protection from over-load and short-circuit currents in motor branch circuits, heating and cooling systems, control systems, lighting circuits and electrical distribution networks. The Company's POWR-GARD(R) product line features the Indicator(TM) series power fuse used in both the OEM and MRO markets. The Indicator(TM) technology provides visual blown fuse indication at a glance, reducing maintenance and downtime on production equipment. The Indicator(TM) product offering is widely used in motor protection and industrial control panel applications. PRODUCT DESIGN AND DEVELOPMENT The Company employs scientific, engineering and other personnel to continually improve its existing product lines and to develop new products at its research and engineering facilities in Des Plaines, Illinois and Dundalk, Ireland. The Product Technology Department maintains a staff of engineers, chemists, metallurgists, scientists and technicians whose primary responsibility is the design and development of new products. Proposals for the development of new products are initiated primarily by sales and marketing personnel with input from customers. The entire product development process typically ranges from 6 to 18 months with continuous efforts to reduce the development cycle. During the fiscal years 2002, 2001 and 2000, the Company expended $8.3 million, $8.9 million and $11.2 million, respectively, on product design and development. PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY The Company generally relies on patent and trademark laws and license and nondisclosure agreements to protect intellectual property and proprietary products. In cases where it is deemed necessary by management, key employees are required to sign an agreement that they will maintain the confidentiality of the Company's proprietary information and trade secrets. This information, for business reasons, is not disclosed to the public. As of December 28, 2002, the Company owned 128 patents in North America, 15 patents in the European Economic Community and 12 patents in other foreign countries. The Company has 4

also registered trademark protection for certain of its brand names and logos. The 128 North American patents are in the following product categories: 80 electronic, 26 automotive, 21 electrical fuse and 1 miscellaneous. New products are continually being developed to replace older products. The Company regularly applies for patent protection on such new products. Although in the aggregate the Company's patents are important in the operation of its businesses, the Company believes that the loss by expiration or otherwise of any one patent or group of patents would not materially affect its business. The Company currently licenses its MINI(R) and MAXI(TM) automotive fuse technology to Bussmann, a division of Cooper Industries and the Company's largest domestic competitor. The license granted in 1987 is nonexclusive and grants the Company the right to receive royalties of 4% of the licensee's revenues from the sale of the licensed products with an annual minimum of $25,000. This license expires upon the expiration of the licensed product patents. In addition, a second license covering the MINI(R) Fuse technology was granted to Pacific Engineering Company, Ltd., a Japanese manufacturer that produces and distributes the Company's patented automotive fuses to Pacific Rim-based automotive manufacturers. The license provides the Company with royalties of 2.5% of the licensee's revenues from the sale of the licensed products, with an annual minimum of $100,000. This second license expires on April 6, 2006. License royalties amounted to $369,000, $390,000 and $338,000 for fiscal 2002, 2001 and 2000, respectively. MANUFACTURING The Company performs the majority of its own fabrication and stamps some of the metal components used in its fuses, holders and switches from raw metal stock and makes its own contacts and springs. However, the Company does depend upon a single source for a substantial portion of its stamped metal end caps for one family of electronic fuses. The Company believes that alternative stamping sources are available at prices which would not have a material adverse effect on the Company. The Company also performs its own plating (silver, nickel, zinc, tin and oxides). In addition, all thermoplastic molded component requirements used for such products as the ATO(R), MINI(R) and MAXI(TM) fuse product lines are met through the Company's in-house molding capabilities. After components are stamped, molded, plated and readied for assembly, final assembly is accomplished on fully automatic and semi-automatic assembly machines. Quality assurance and operations personnel, using techniques such as Statistical Process Control, perform tests, checks and measurements during the production process to maintain the highest levels of product quality and customer satisfaction. The principal raw materials for the Company's products include copper and copper alloys, heat resistant plastics, zinc, melamine, glass, silver and solder. The Company depends upon a sole source for several heat resistant plastics and zinc. The Company believes that suitable alternative 5

heat resistant plastics and zinc are available from other sources at prices that would not have a material adverse effect on the Company. All of the other raw materials are purchased from a number of readily available outside sources. A computer-aided design and manufacturing system (CAD/CAM) expedites product development and machine design, while reliability and high power laboratories test new products, prototype concepts and production run samples. The Company participates in "Just-in-Time" delivery programs with many of its major suppliers and actively promotes the building of strong cooperative relationships with its suppliers by involving them in pre-engineering product and process development. MARKETING The Company's domestic sales and marketing staff of over 70 people maintains relations with major OEMs and distributors. The Company's sales and engineering personnel interact directly with the OEM engineers to ensure maximum circuit protection and reliability within the parameters of the OEM's circuit design. Internationally, the Company maintains a sales and marketing staff of over 40 people and sales offices in The Netherlands, England, Ireland, Singapore, Taiwan, Japan, Brazil, Hong Kong, Korea and China. The Company also markets its products indirectly through a worldwide organization of over 120 manufacturers' representatives and distributes through an extensive network of electronic, automotive and electrical distributors. ELECTRONIC. The Company retains manufacturers' representatives to sell its electronic products and to call on major domestic and international OEMs and distributors. The Company distributes approximately one-third of its domestic products directly to OEMs, with the remainder sold through distributors nationwide. In the Asia-Pacific region, the Company maintains a direct sales staff and utilizes manufacturers' representatives and distributors in Japan, Singapore, Korea, Taiwan, China, Malaysia, Thailand, Hong Kong, India, Indonesia, Philippines and Australia. In Europe, the Company maintains a direct sales force and utilizes manufacturers' representatives and distributors to support a wide array of customers. AUTOMOTIVE. The Company maintains a direct sales force to service all the major automotive OEMs (including the United States manufacturing operations of foreign-based OEMs) through both the engineering and purchasing departments of these companies. Twenty-two manufacturers' representatives represent the Company's products to aftermarket fuse retailers such as Autozone and Pep Boys. In Europe, the Company uses both a direct sales force and manufacturers' representatives to distribute its products to Mercedes-Benz, BMW, Volvo, Saab, Jaguar and other OEMs, as well as aftermarket distributors. In the Asia-Pacific region, the Company has licensed its automotive fuse technology to a Japanese firm, which supplies the majority of the automotive fuses to the Japanese customers in the region including Toyota, Honda and Nissan. 6

ELECTRICAL. The Company markets and sells its power fuses through manufacturers' representatives across North America. These representatives sell power fuse products through an electrical distribution network comprised of approximately 1,600 distributor buying locations. These distributors have customers that include electrical contractors, municipalities, utilities and factories (including both MRO and OEM). The Company's field sales force (including application engineers) and manufacturers' representatives call on both distributors and end-users (consulting engineers, municipalities, utilities and OEMs) in an effort to educate these customers on the capabilities and characteristics of the Company's products. BUSINESS SEGMENT INFORMATION The Company has three reportable business segments: The Americas, Europe and Asia-Pacific. For information with respect to the Company's operations in its three geographic areas for the fiscal year ended December 28, 2002, see "Item 8. Financial Statements and Supplementary Data - Business Segment Information" incorporated herein by reference. CUSTOMERS The Company sells to over 10,000 customers worldwide. No single customer accounted for more than 10% of net sales during the last three years. During the 2002, 2001 and 2000 fiscal years, net sales to customers outside the United States (exports and foreign operations) accounted for approximately 53.7%, 51.9% and 48.4%, respectively, of the Company's total net sales. COMPETITION The Company's products compete with similar products of other manufacturers, some of which have substantially greater financial resources than the Company. In the electronics market, the Company's competitors include AVX, Bel Fuse, Bourns, Cooper Electronics, EPCOS, Raychem Division of TYCO International, San-O Industrial Corp., STMicroelectronics and Wickmann-Werke GmbH. In the automotive fuse market, the Company's competitors, both in sales to automobile manufacturers and in the aftermarket, include Bussmann Division of Cooper Industries, Pudenz Division of Wickmann-Werke and MTA in Italy. The Company licenses several of its automotive fuse designs to Bussmann. In the electrical market, the Company's major competitors include Cooper Bussmann and Ferraz Shawmut. The Company believes that it competes on the basis of innovative products, the breadth of its product line, the quality and design of its products and the responsiveness of its customer service in addition to price. BACKLOG The backlog of unfilled orders at December 28, 2002 was approximately $29.2 million, compared to $21.9 million at December 29, 2001. 2002 order backlog is believed to be generally firm and substantially all of the orders are scheduled for delivery in 2003. 7

EMPLOYEES During 2002, the Company employed an average of 3,145 persons. Approximately 50 employees in Des Plaines, 410 employees in Mexico and 155 employees in Ireland are covered by collective bargaining agreements. The Des Plaines agreement expires March 31, 2005, the Mexico agreement expires February 1, 2005 and the Ireland agreement expires December 31, 2003. In 2002, the Company completed negotiations with the unionized employees in Korea related to the announced restructuring of that facility and there are currently no employees covered by collective bargaining agreements in Korea. Overall, the Company has historically maintained satisfactory employee relations and many of its employees have long experience with the Company. ENVIRONMENTAL REGULATION The Company is subject to numerous federal, state and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety and health. Compliance with applicable environmental regulations has not significantly changed the Company's competitive position, capital spending or earnings in the past and the Company does not presently anticipate that compliance with such regulations will change its competitive position, capital spending or earnings for the foreseeable future. The Company employs an environmental engineer to monitor regulatory matters and believes that it is currently in compliance in all material respects with applicable environmental laws and regulations, except with respect to its facility located in Ireland. This facility was acquired in October 1999 in connection with the acquisition of the Harris suppression products division. Corrective steps are being taken to bring this facility into compliance with Irish environmental laws, and the Company received an indemnity from Harris Corporation with respect to these matters. RISKS AND UNCERTAINTIES The Company's business is subject to several risks and uncertainties, including: (a) the highly competitive nature of the Company's industry and the impact that competitors' new products and pricing may have upon the Company, (b) risks associated with the Company's ability to manufacture and deliver products in a manner that is responsive to its customers' needs, (c) risks of business interruption resulting from labor disputes and (d) the likelihood that revenues may vary significantly from one accounting period to another due to a variety of factors, including customers' buying decisions, the Company's product mix and general market and economic conditions. Such factors, as well as shortfalls in the Company's results of operations as compared with analysts' expectations, capital market conditions and general economic conditions, may also cause substantial volatility in the market price of the Company's common stock. ITEM 2. PROPERTIES LITTELFUSE FACILITIES The Company's operations are located in 21 owned or leased facilities worldwide, representing an aggregate of approximately 950,000 square feet. The U.S. headquarters and principal 8

fabrication and distribution facility is located in Des Plaines, Illinois, supported by two additional plants in Illinois and one in Mexico. European headquarters and the primary European distribution center is in Utrecht, The Netherlands, with manufacturing plants in England, Ireland and Switzerland. Asia operations include sales and distribution centers located in Singapore, Taiwan, Japan and Korea, with manufacturing plants in China and the Philippines. The Company does not believe that it will encounter any difficulty in renewing its existing leases upon the expiration of their current terms. Management believes that the Company's facilities are adequate to meet its requirements for the foreseeable future. The following table provides certain information concerning the Company's facilities: Lease Size Lease/ Expiration Location Use (sq.ft.) Own Date Primary Product - -------- --- -------- ------ ---------- --------------- Des Plaines, Illinois Administrative, 340,000 Owned -- Auto, Electronic, Engineering, Electrical Manufacturing, Testing and Research Centralia, Illinois Manufacturing 45,200 Owned -- Electronic Arcola, Illinois Manufacturing 36,000 Owned -- Electrical Piedras Negras, Mexico Manufacturing 50,031 Leased 2003 Auto, Electronic, Electrical Piedras Negras, Mexico Manufacturing 12,594 Leased 2003 Electronic and Electrical Piedras Negras, Mexico Manufacturing, 22,711 Leased 2004 Electronic and Warehousing Electrical Piedras Negras, Mexico Warehousing 27,306 Leased 2006 Electronic and Electrical Swindon, England Manufacturing 55,000 Leased 2004 Electronic Utrecht, The Netherlands Sales, 34,642 Owned -- Auto and Electronic Administrative and Distribution Grenchen, Switzerland Manufacturing 11,000 Owned -- Auto 9

Lease Size Lease/ Expiration Location Use (sq.ft.) Own Date Primary Product - -------- --- -------- ------ ---------- --------------- Singapore Sales and 19,022 Leased 2003 Electronic & Auto Distribution Seoul, Korea Sales 29,175 Owned -- Electronic and Auto Philippines Manufacturing 58,127 Owned -- Electronic Suzhou, China Manufacturing 40,000 Owned -- Electronic Suzhou, China Warehousing 169,000 Leased 2004 Electronic Hong Kong, China Sales 3,079 Leased 2003 Electronic Taipei, Taiwan Sales 2,583 Leased 2003 Electronic Yokohama, Japan Sales 6,243 Leased 2003 Electronic Yokohama, Japan Distribution 17,858 Leased 2004 Electronic Sao Paulo, Brazil Sales 800 Leased 2003 Electronic & Auto Dundalk, Ireland Manufacturing 120,000 Owned -- Electronic & Auto Properties with lease expirations in 2003 renew at various times throughout the year. At this point, the Company does not anticipate any material impact as a result of such expirations. ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any legal proceedings that it believes will have a material adverse effect upon the conduct of its business or its financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to the Company's stockholders during the fourth quarter of fiscal 2002. 10

EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company are as follows: Name Age Position ---- --- -------- Howard B. Witt 62 Chairman, President and Chief Executive Officer Kenneth R. Audino 59 Vice President, Organizational Development and Total Quality Management Philip G. Franklin 51 Vice President, Treasurer and Chief Financial Officer Mary S. Muchoney 57 Secretary Officers of Littelfuse are elected by the Board of Directors and serve at the discretion of the Board. Howard B. Witt was elected as the Chairman of the Board of the Company in May, 1993. He was promoted to President and Chief Executive Officer of the Company in February, 1990. Prior to his appointment as President and Chief Executive Officer, Mr. Witt served in several other key management positions since joining the Company as Operations Manager in 1979. Mr. Witt serves as a Director of Franklin Electric Co., Inc. and is a member of the Electronic Industries Alliance Board of Governors. He also serves as a director of the Artisan Mutual Fund. Kenneth R. Audino, Vice President, Organizational Development and Total Quality Management, is responsible for the Company's overall quality, reliability and environmental compliance, quality systems, human resources and training efforts. Mr. Audino joined Littelfuse as a Control Technician in 1964. From 1964 to 1977, he progressed through several quality and reliability positions to Manager of Reliability and Standards. In 1983, he became Managing Director of the European Headquarters and later was named Corporate Director of Quality Assurance and Reliability. He was promoted to his current position in 1998. Philip G. Franklin, Vice President, Treasurer and Chief Financial Officer, has responsibility for the treasury, investor relations, accounting, information systems and global supply chain functions of the Company. Mr. Franklin joined the Company in 1998 from OmniQuip International, a $450 million construction equipment manufacturer which he helped take public. Mary S. Muchoney has served as Corporate Secretary since 1991, after joining Littelfuse in 1977. She is responsible for providing all secretarial and administrative functions for the President and Littelfuse Board of Directors. Ms. Muchoney is a member of the American Society of Corporate Secretaries. 11

PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information set forth under "Quarterly Stock Prices" on page 34 of the Annual Report to Stockholders is incorporated herein by reference. As of March 14, 2003, there were 209 holders of record of the Company's Common Stock and approximately 5,000 beneficial holders of its Common Stock. Since September 22, 1992, shares of the Common Stock have been traded under the symbol "LFUS" on The Nasdaq Stock Market. The Company has not paid any cash dividends in its history. Future dividend policy will be determined by the Board of Directors based upon their evaluation of earnings, cash availability and general business prospects. Currently, there are restrictions on the payment of dividends contained in the Company's credit agreements which relate to the maintenance of a minimum net worth and certain financial ratios. ITEM 6. SELECTED FINANCIAL DATA The information set forth under "Selected Financial Data - Five Year Summary" on page 34 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 13 through 17 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The information set forth under "Market Risk" on page 16 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Report of Independent Auditors and the Consolidated Financial Statements and notes thereto of the Company set forth on pages 17 through 33 of the Annual Report to Stockholders are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 12

PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information set forth under "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement is incorporated herein by reference. Please also refer to the information set forth under "Executive Officers of the Registrant" in Part I of this Report. ITEM 11. EXECUTIVE COMPENSATION The information set forth under "Compensation of Executive Officers" in the Proxy Statement is incorporated herein by reference, except for the sections captioned "Reports of the Compensation Committee on Executive Compensation" and "Company Performance." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under "Ownership of Littelfuse, Inc. Common Stock" in the Proxy Statement is incorporated herein by reference. STOCK PLAN DISCLOSURE The following table represents the Company's equity compensation plans, including both stockholder approved plans and non-stockholder approved plans. The section entitled "Compensation of Directors" in the Company's proxy statement for the annual meeting of stockholders to be held on May 2, 2003 contains a summary explanation of the Stock Plan for New Directors of Littelfuse, Inc., which has been adopted without the approval of stockholders and is incorporated herein by reference. Number of securities to be Weighted-average exercise Number of securities issued upon exercise of price of outstanding remaining available for outstanding options, options, warrants and future issuance under Plan Category warrants and rights rights equity compensation plans ------------- --------------------------- -------------------------- ------------------------- Equity compensation plans approved by security holders 1,966,605 $23.73 989,500 Equity compensation plans not approved by security holders 10,000 $23.48 15,000 --------- ------ --------- Total 1,976,605 $23.73 1,004,500 ========= ====== ========= 13

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under "Certain Relationships and Related Transactions" in the Proxy Statement is incorporated herein by reference. PART IV ITEM 14. CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to the Company's management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Within 90 days prior to the filing of this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer of the Company evaluated the effectiveness of the disclosure controls and procedures of the Company and concluded that these disclosure controls and procedures are effective to ensure that material information relating to the Company and its consolidated subsidiaries has been made known to them by the employees of the Company and its consolidated subsidiaries during the period preceding the filing of this Report. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by the Chief Executive Officer and Chief Financial Officer of the Company. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Schedules (1) Financial Statements. The following financial statements included in the Annual Report to Stockholders are incorporated herein by reference. (i) Report of Independent Auditors (page 17). (ii) Consolidated Statements of Financial Condition as of December 28, 2002 and December 29, 2001 (page 18). (iii) Consolidated Statements of Income for the years ended December 28, 2002, December 29, 2001 and December 30, 2000 (page 19). (iv) Consolidated Statements of Cash Flows for the years ended December 28, 2002, December 29, 2001 and December 30, 2000 (page 20). (v) Consolidated Statements of Shareholders' Equity for the years ended 14

December 28, 2002, December 29, 2001 and December 30, 2000 (page 21). (vi) Notes to Consolidated Financial Statements (pages 22-33). (2) Financial Statement Schedules. The following financial statement schedule is submitted herewith for the periods indicated therein. (i) Schedule II-Valuation and Qualifying Accounts and Reserves All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (3) Exhibits See Exhibit Index on pages 20-22. (b) Reports on Form 8-K There were no reports on Form 8-K filed with the SEC during the fourth quarter of 2002. 15

LITTELFUSE, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS) Additions Balance at Charged to Balance at Beginning Costs and Deductions End of Description Of Year Expenses (A) Year ----------- ------- -------- --- ---- Year ended December 28, 2002 Allowance for losses on accounts receivable ........... $1,244 $ 373 $ 550 $1,067 ====== ========== ========= ====== Reserves for sales discounts and allowances ................ $6,275 $ -- $ 12 $6,263 ====== ========== ========= ====== Year ended December 29, 2001 Allowance for losses on accounts receivable ........... $1,230 $ 332 $ 318 $1,244 ====== ========== ========= ====== Reserves for sales discounts and allowances ................ $7,948 $ -- $ 1,673 $6,275 ====== ========== ========= ====== Year ended December 30, 2000 Allowance for losses on accounts receivable ........... $1,570 $ 275 $ 615 $1,230 ====== ========== ========= ====== Reserves for sales discounts and allowances ................ $5,551 $ 2,397 $ -- $7,948 ====== ========== ========= ====== (A) Write-off of uncollectible accounts, net of recoveries and foreign currency translation. 16

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Littelfuse, Inc. By /s/ Howard B. Witt -------------------------- Howard B. Witt, Chairman, President and Chief Executive Officer Date: March 21, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 21, 2003. /s/ Howard B. Witt Chairman of the Board, President - ---------------------------- and Chief Executive Officer Howard B. Witt /s/ John P. Driscoll Director - ---------------------------- John P. Driscoll /s/ Anthony Grillo Director - ---------------------------- Anthony Grillo /s/ Bruce A. Karsh Director - ---------------------------- Bruce A. Karsh /s/ John E. Major Director - ---------------------------- John E. Major /s/ Gordon Hunter Director - ---------------------------- Gordon Hunter /s/ Ronald L. Schubel Director - ---------------------------- Ronald L. Schubel /s/ Philip G. Franklin Vice President, Treasurer - ---------------------------- and Chief Financial Officer Philip G. Franklin (Principal Financial Officer) 17

FORM OF SECTION 302 CERTIFICATION I, Howard B. Witt, certify that: 1. I have reviewed this annual report on Form 10-K of Littelfuse, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of the annual report (the "Evaluation Date"); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 21, 2003 /s/ Howard B. Witt ------------------------- Howard B. Witt Chairman, President & CEO 18

FORM OF SECTION 302 CERTIFICATION I, Philip Franklin, certify that: 5. I have reviewed this annual report on Form 10-K of Littelfuse, Inc.; 6. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 7. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 8. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of the annual report (the "Evaluation Date"); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 6. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 7. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 21, 2003 /s/ Philip Franklin ------------------------------- Philip Franklin Vice President, Treasurer & CFO 19

LITTELFUSE INC. INDEX TO EXHIBITS Number Description of Exhibit - ------ ---------------------- 2.1 Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Old Littelfuse (filed as exhibit 2.1 to the Company's Form 10 effective September 16, 1992 (1934 Act File No. 0-20388) and incorporated herein by reference). 3.1 Certificate of Incorporation, as amended to date (filed as 3.1 to the Company's Form 10K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388) and incorporated herein by reference). 3.1A Certificate of Designations of Series A Preferred Stock (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 1, 1995 (1934 Act File No. 0-20388) and incorporated herein by reference). 3.2 Bylaws, as amended to date (filed as exhibit 2.1 to the Company's Form 10-Q for the quarterly period ended June 29, 2002 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.1 Second amended restated bank credit agreement among Littelfuse, Inc., as borrower, the lenders named therein and the First National Bank of Chicago, as agent, dated as of September 1, 1998 (filed as exhibit 4.1 to the Company's Form 10K for the fiscal year ended January 2, 1999 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.3 Stock Plan for Employees and Directors of Littelfuse, Inc., as amended (filed as exhibit 4.3 to the Company's Form 10-Q for the quarterly period ended March 30, 2002 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.4 Littelfuse, Inc. Retirement Plan dated January 1, 1992, as amended and restated (filed as exhibit 4.4 to the Company's Form 10-K for the fiscal year ended December 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.5 First amendment to the Littelfuse, Inc. Retirement Plan 4.6 Littelfuse, Inc. 401(k) Savings Plan (filed as exhibit 4.8 to the Company's Form 10-K for the fiscal year ended December 31, 1992 (1934 Act File No. 0-20388) and incorporated herein by reference). 20

Number Description of Exhibit - ------ ---------------------- 4.7 Littelfuse Rights Plan Agreement, dated as of December 15, 1995, between Littelfuse, Inc. and LaSalle National Bank, as Rights Agent, together with Exhibits thereto, as amended (filed as exhibit 4.10 to the Company's Form 10-Q for the quarterly period ended October 3, 1998 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.8 Note Purchase Agreement dated as of September 1, 1998, relating to $60,000,000 principal amount of Littelfuse, Inc. 6.16% Senior Notes due September 1, 2005. (filed as exhibit 4.11 to the Company's Form 10-K for the fiscal year ended January 2, 1999 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.3 Patent License Agreement, dated as of July 28, 1995, between Littelfuse, Inc. and Pacific Engineering Company, Ltd.(filed as exhibit 10.3 to the Company's Form 10-K for the fiscal year ended December 28, 1996 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.4 MINI(R)and MAXI(TM) License Agreement, dated as of June 21, 1989, between Littelfuse, Inc. and Cooper Industries, Inc. (filed as exhibit 4.6 to the Company's Form 10 effective September 16, 1992 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.5 Patent License Agreement, dated as of January 1, 1987, between Littelfuse, Inc. and Cooper Industries, Inc. (filed as exhibit 4.6 to the Company's Form 10 effective September 16, 1992 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.6 1993 Stock Plan for Employees and Directors of Littelfuse, Inc., as amended (filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended June 29, 2002 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.7 Littelfuse, Inc. Supplemental Executive Retirement Plan (filed as exhibit 10.10 to the Company's Form 10-K for the year ended December 31, 1993 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.8 Littelfuse Deferred Compensation Plan for Non-employee Directors, as amended (filed as exhibit 10.8 to the Company's Form 10-K for the fiscal year ended January 2, 1999 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.9 Littelfuse Executive Loan Program (filed as Exhibit 10.2 to the Company's Form 10-Q for the quarterly period ended June 30, 1995 (1934 Act File No. 0-20388) and incorporated herein by reference). 21

Number Description of Exhibit - ------ ---------------------- 10.10 Employment Agreement dated as of November 2, 2001 between Littelfuse, Inc. and Howard B. Witt (filed as exhibit 10.10 to the Company's Form 10-K for the fiscal year ended December 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.11 Change of Control Employment Agreement dated as of November 2, 2001 between Littelfuse, Inc. and Howard B. Witt (filed as exhibit 10.11 to the Company's Form 10-K for the fiscal year ended December 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.12 Form of change of Control Employment Agreement dated as of September 1, 2001 between Littelfuse, Inc. and Mr. Franklin and Ms. Muchoney (filed as exhibit 10.12 to the Company's Form 10-Q for the quarterly period ended September 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.13 Form of change of Control Employment Agreement dated as of September 1, 2001 between Littelfuse, Inc. and Mr. Kenneth Audino (filed as exhibit 10.13 to the Company's Form 10-Q for the quarterly period ended September 29, 2001 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.14 Stock Plan for New Directors of Littelfuse, Inc. (filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended September 28, 2002 (1934 Act File No. 0-20388) and incorporated herein by reference). 13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal year ended December 28, 2002. 22.1 Subsidiaries. 23.1 Consent of Independent Auditors. 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 22

EXHIBIT 4.5 FIRST AMENDMENT TO THE LITTELFUSE, INC. RETIREMENT PLAN WHEREAS, pursuant to Section 6.4 of the Littelfuse, Inc. Retirement Plan (the "Plan"), Littelfuse, Inc. (the "Company") has reserved the right to amend the Plan; WHEREAS, certain changes have been made to the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, the Plan must be amended to reflect the changes to the Code; WHEREAS, this Amendment is intended as good faith compliance with the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and is to be construed in accordance with EGTRRA and guidance issued thereunder; WHEREAS, this Amendment also amends the minimum required distribution provisions of the Plan; WHEREAS, this Amendment shall supercede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment; NOW, THEREFORE, the Company amends the Plan as of January 1, 2002, unless otherwise indicated, as follows: 1. Effective for Plan Years commencing after December 31, 2001, amend Sections 1.1(A)(7) and 4.1(A)(4)(e) by adding the following to the end of each such sections: The annual Compensation of each Participant taken into account in determining benefit accruals in any Plan Year beginning after December 31, 2001, shall not exceed $200,000. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, Compensation for any prior determination period shall be $200,000. For purposes of the definition of Compensation under this Section 4.1(e), effective for Plan Years beginning after December 31, 2002, amounts under Section 125 of the Code include any amounts not available to a Participant in cash in lieu of group health coverage because the participant is unable to certify that he or she has other health

coverage. An amount will be treated as an amount under Section 125 of the Code only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. The $200,000 limit on annual Compensation in the immediately preceding paragraph shall be adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year. 2. Effective for Plan Years commencing after January 1, 1997, amend Section 1.4(B) and Section 1.4(C)(1) as follows: (B) Reemployment of Vested Terminated Participant Prior to Commencement of Payments. If a Participant's service is terminated on or after his Initial Vesting Date for a reason other than his normal retirement or early retirement as described in Sections 2.1 and 2.2 hereof, respectively, and he subsequently reenters the active service of the Employer prior to his Annuity Starting Date, and such Participant has not prior to his reentry received the full actuarially equivalent value of the benefit provided on his behalf under Section 2.4(A)(1), he will become a Participant upon the date of such reentry and will be entitled to a reinstatement of the Vesting Service and Credited Service that he had accrued on the date of termination of his service in lieu of the benefits to which he was entitled on such date under Section 2.4(A)(1); provided, however, that such Participant's Accrued Deferred Monthly Retirement Income Commencing at Normal Retirement Date (or his accrued monthly normal retirement income, if applicable) determined as of any given date after the date of his reentry shall be reduced on an actuarially equivalent basis, if applicable, to take into account any death benefit coverage that was in effect under Section 2.4(A) hereof after the date of termination of his service and prior to the date of his reentry; and provided further, however, that the benefit payable to such Participant commencing at Normal Retirement Date shall not be less than the amount to which he was entitled under Section 2.4(A)(1) hereof prior to his reentry into the service of the Employer. (C) Reemployment of Retired or Vested Terminated Participant After Commencement of Payments. (1) If a Participant, whose service is terminated on or after the Effective Date of the Plan and who has received a portion but not all of the retirement income to which he is entitled under the provisions of Section 2.1, 2.2 or 2.4(A)(1) hereof subsequently reenters the active service of the Employer on or after his Annuity Starting Date, he shall become a Participant upon the date of such reentry and the following provisions shall apply:

3. Effective for Plan Years commencing after December 31, 2001, amend Section 4 by adding new Section 4.7 as follows: (A) Modification of Top-Heavy Rules - Effective date. This Section shall apply for purposes of determining whether the Plan is a top-heavy plan under Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This Section 4.7 amends Section 4.6 of the Plan. (B) Determination of Top-Heavy status-Key Employee. Key Employee means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having annual Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual Compensation of more than $150,000. For this purpose, annual Compensation means Compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. (C) Determination of present values and amounts. This Section (C) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date. (1) Distributions During Year Ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any Plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period. (2) Employees Not Performing Services During Year Ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account. (D) Minimum benefits. For purposes of satisfying the minimum benefit requirements of Section 416(c)(l) of the Code and the Plan, in determining years of service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employee or former Key Employee.

4. Effective for Plan Years commencing after December 31, 2001, amend Section 4.1 by adding new Section 4.1(H) as follows: (H) Direct Rollovers of Plan Distributions Effective date. This Section shall apply to distributions made after December 31, 2001. (I) Modification of Definition of Eligible Retirement Plan. For purposes of the direct rollover provisions in Section 4.1(I) of the Plan, an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code. 5. Effective for Plan Years commencing after December 31, 2002, amend the Plan by adding Second Supplement to Littelfuse, Inc. Retirement Plan as follows: SECOND SUPPLEMENT TO LITTELFUSE, INC. RETIREMENT PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997 SECTION 1. GENERAL RULES. Section 1.1. Effective Date. The provisions of this Second Supplement will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. Section 1.2. Precedence. The requirements of this Second Supplement will take precedence over any inconsistent provisions of the Plan. Section 1.3. Requirements of Treasury Regulations Incorporated. All distributions required under this Second Supplement will be determined and made in accordance with the treasury regulations under Section 401(a)(9) of the Code. Section 1.4. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Second Supplement, other than Section 1.4, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

SECTION 2. TIME AND MANNER OF DISTRIBUTION. Section 2.1. Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. Section 2.2. Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (a) If the Participant's surviving spouse is the Participant's sole designated beneficiary, then, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. (b) If the Participant's surviving spouse is not the Participant's sole designated beneficiary, then, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (d) If the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the Participant. For purposes of this Section 2.2 and Section 5, distributions are considered to begin on the Participant's required beginning date (or, if Section 2.2(d) applies, the date distributions are required to begin to the surviving spouse under Section 2.2(a)). If annuity payments irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered to begin is the date distributions actually commence. Section 2.3. Form of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 3, 4 and 5 of this Second Supplement. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the treasury regulations. Any part of the Participant's interest which is in the form of an

individual account described in Section 414(k) of the Code will be distributed in a manner satisfying the requirements of Section 401(a)(9) of the Code and the treasury regulations that apply to individual accounts. SECTION 3. DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR. Section 3.1. General Annuity Requirements. If the Participant's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements: (a) the annuity distributions will be paid in periodic payments made at intervals not longer than one year; (b) the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 4 or 5; (c) once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted; (d) payments will either be nonincreasing or increase only as follows: (1) by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics; (2) to the extent of the reduction in the amount of the Participant's payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described in Section 4 dies or is no longer the Participant's beneficiary pursuant to a qualified domestic relations order within the meaning of Section 414(p); (3) to provide cash refunds of employee contributions upon the Participant's death; or (4) to pay increased benefits that result from a Plan amendment. Section 3.2. Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Participant's required beginning date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 2.2(a) or (b)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant's benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant's required beginning date.

Section 3.3. Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. SECTION 4. REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT COMMENCE DURING PARTICIPANT'S LIFETIME. Section 4.1. Joint Life Annuities Where the Beneficiary Is Not the Participant's Spouse. If the Participant's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a nonspouse beneficiary, annuity payments to be made on or after the Participant's required beginning date to the designated beneficiary after the Participant's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Q&A-2 of Section 1.401(a)(9)-6T of the treasury regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain. Section 4.2. Period Certain Annuities. Unless the Participant's spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant's lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the treasury regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the treasury regulations plus the excess of 70 over the age of the Participant as of the Participant's birthday in the year that contains the annuity starting date. If the Participant's spouse is the Participant's sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant's applicable distribution period, as determined under this Section 4.2, or the joint life and last survivor expectancy of the Participant and the Participant's spouse as determined under the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the calendar year that contains the annuity starting date. SECTION 5. REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE PARTICIPANT DIES BEFORE DATE DISTRIBUTIONS BEGIN. Section 5.1. Participant Survived by Designated Beneficiary. Except as provided in the adoption agreement, if the Participant dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Participant's entire interest will be distributed, beginning no later than the time described in Section 2.2(a) or (b), over the life of the designated beneficiary or over a period certain not exceeding:

(a) unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or (b) if the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year that contains the annuity starting date. Section 5.2. No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. Section 5.3. Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his or her interest begins, the Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, this Section 5 will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 2.2(a). SECTION 6. DEFINITIONS. Section 6.1. Designated Beneficiary. The individual who is designated as the beneficiary under Section 3 of the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-l, Q&A-4, of the treasury regulations. Section 6.2. Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to Section 2.2. Section 6.3. Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the treasury regulations. Section 6.4. Required Beginning Date. The date specified in Section 2.1(D) of the Plan.

IN WITNESS WHEREOF, the Company has caused this First Amendment of the Plan to be executed by a duly authorized officer of the Company on this ___ day of December, 2002. LITTELFUSE, INC. (Corporate Seal) By ______________________________________ Its__________________________________ ATTEST: _______________________________ Secretary

Exhibit 13.1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion provides an analysis of the information contained in the consolidated financial state-ments and accompanying notes beginning on page 18 for the three fiscal years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively. Results of Operations -- 2002 Compared with 2001 Sales increased 4% to $283.3 million in 2002 from $272.1 million in 2001. Electronic sales increased $4.6 million or 3% to $150.9 million in 2002 compared to $146.3 million in 2001. The increase in electronic sales was driven by increased demand in the Asia region and sales from the Semitron Industries acquisition, partially offset by weakness in Europe and North America. Excluding sales of Semitron Industries products, electronic sales in 2002 were flat as compared to the prior year. Automotive sales increased $7.1 million or 8% to $98.2 million in 2002 compared to $91.1 million in 2001, due to strength in vehicle production in North America and strengthening of the Euro against the Dollar. Electrical product sales decreased $0.5 million or 2% to $34.2 million in 2002 compared to $34.7 million in 2001 due to continued weakness in commercial construction and lower levels of industrial activity in the North American market. International sales increased 8% to $152.2 million or 53.7% of net sales in 2002 from $141.3 million or 51.9% of net sales in 2001. The increase in international sales was primarily due to strong demand for electronic products in Asia. Gross profit was $90.4 million or 31.9% of sales in 2002 compared to $91.9 million or 33.8% of sales in 2001. The gross profit margin was negatively affected by increased price pressure for electronic products and the addition of Semitron, which has been operating at approximately breakeven levels. Selling, general and administrative expenses decreased $0.6 million, from $62.2 million in 2001 to $61.6 million in 2002 reflecting reductions in head count. As a percentage of sales, SG&A decreased to 21.8% in 2002 from 22.9% in 2001. Research and development costs decreased $0.5 million to $8.3 million, representing 2.9% of sales in 2002 as compared to 3.3% of sales in 2001. Amortization of reorganization value and other intangibles was $0.8 million or 0.3% of sales for 2002 compared to $6.0 million or 2.2% of sales for the prior year. The decrease in amortization expense results from the combination of the adoption of SFAS No. 142 and a natural drop off of patent amortization. The adoption of SFAS No. 142 reduced amortization expense by $3.4 million in the year, and the net natural drop off of intangible amortization provided an additional reduction of $1.8 million in the year.

Total operating expenses, including intangible amortization and restructuring expense, were 26.3% of sales in 2002, compared to 30.6% of sales in 2001. Excluding restructuring and amortization expense for both years, total operating expenses were 24.7% of sales in 2002 and 26.1% in 2001. Operating income in 2002 increased 87% to $15.9 million or 5.6% of sales compared to $8.5 million or 3.1% of sales in the prior year. The improvement in operating income was driven by lower restructuring charges and the reduction of amortization expense discussed above. Interest expense was $2.7 million in 2002 compared to $3.3 million in 2001 due to lower average debt levels in 2002. Other income, net, consisting of gain on the sale of certain non-core product lines, interest income, royalties, minority interest and foreign currency items was $1.8 million compared to other income, net, of $1.1 million in the prior year. Income before taxes was $15.0 million in 2002 compared to $6.4 million in 2001. Income tax expense was $5.4 million in 2002 compared to $2.3 million the prior year. Net income in the current year was $9.6 million, compared to $4.1 million in the prior year. The Company's effective tax rate was 36.0% in both 2002 and 2001. Diluted earnings per share increased to $0.44 in 2002 compared to $0.19 in 2001. Results of Operations --2001 Compared with 2000 Sales decreased 27% to $272.1 million in 2001 from $371.9 million in 2000. Electronic sales decreased $86.4 million or 37% to $146.3 million in 2001 compared to $232.7 million in 2000. The decrease in electronic sales in 2001 reflected weak global demand for electronic products compared to record sales performance in 2000. Inventory corrections at customers and in the distribution channel further reduced sales of electronic products in 2001. Automotive sales decreased $8.9 million or 9% to $91.1 million in 2001 compared to $100.0 million in 2000, primarily due to a reduction in North American vehicle production and the continued weakness in automotive aftermarket sales. Decreases in North America and Asia sales of automotive products more than offset an increase in European automotive product sales. Electrical product sales decreased $4.5 million or 11% to $34.7 million in 2001 compared to $39.2 million in 2000 due to continued weakness in the electrical market driven by reduced industrial activity and commercial construction. International sales decreased 22% to $141.3 million or 51.9% of net sales in 2001 from $180.1 million or 48.4% of net sales in 2000. The primary cause of lower international sales in 2001 was reduced demand for electronic products in Asia and Europe. Gross profit was $91.9 million or 33.8% of sales in 2001 compared to $150.6 million or 40.5% of sales in 2000. The gross profit was negatively affected in 2001 by lower sales demand, lower factory utilization, declining average sell prices and employee separation costs. The Company took steps in 2001 to reduce the cost structure and decrease

inventories to bring them in-line with current market demand. These included actions to reduce worldwide headcount by approximately 25% and increase the focus on material, labor and process cost reductions. Selling, general and administrative expenses decreased $8.9 million, representing 22.9% of sales in 2001 compared to 19.1% of sales in 2000. Overall, expenses decreased due to lower sales and effective cost reduction actions taken during the year. Expenses as a percentage of sales increased, however, due to the decline in sales. Research and development costs decreased $2.3 million to $8.9 million, representing 3.3% of sales in 2001 as compared to 3.0% of sales in 2000. Amortization of reorganization value and other intangibles was $6.0 million or 2.2% of sales in 2001 compared to $6.7 million or 1.8% of sales in the prior year. Total operating expenses, including intangible amortization and restructuring expense, were 30.6% of sales in 2001, compared to 23.9% of sales in 2000. Excluding restructuring expense, total operating expenses were 28.3% of sales in 2001. Operating income in 2001 decreased 86% to $8.5 million or 3.1% of sales compared to $61.7 million or 16.6% of sales in the prior year due to the reduced sales demand and profitability discussed above. Also contributing to the decrease in operating income in 2001 were $6.3 million of restructuring charges related to a program to rationalize the Company's worldwide manufacturing operations. This program includes plans to close three manufacturing facilities located in the U.S., England and Korea and to consolidate production into existing lower cost sites in the Philippines, China and Mexico. The restructuring expense consisted primarily of separation cost for approximately 512 employees as well as a write-down of impaired manufacturing machinery and equipment. Interest expense was $3.3 million in 2001 compared to $4.7 million in 2000 due to lower average debt levels in 2001. Other income, net, consisting of interest income, royalties, minority interest and foreign currency items was $1.1 million in 2001 compared to $1.9 million in 2000. Income before taxes was $6.4 million in 2001 compared to $59.0 million in 2000. Income tax expense was $2.3 million in 2001 compared to $21.7 million in 2000. Net income in 2001 was $4.1 million, compared to $37.3 million in 2000. The Company's effective tax rate was 36.0% in 2001 compared to 36.8% in 2000. Diluted earnings per share decreased 89% to $0.19 in 2001 compared to $1.69 in 2000. Liquidity and Capital Resources The Company has historically 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 its operations and its debt obligations for the foreseeable future.

The Company has a domestic unsecured revolving credit line of $55.0 million, which matures on August 31, 2003. At December 28, 2002, there were no borrowings against this credit line. The Company's subsidiaries in the Netherlands, Japan and Korea also have unsecured credit lines of Euro 4.0 million, Yen 1.1 billion and Won 2.5 billion, respectively. At December 28, 2002, the Euro credit line was unused, Won 1.5 billion was drawn on the credit line in Korea and Yen 0.9 billion was drawn on the credit line in Japan. The Company's bank credit agreement requires maintenance of certain financial ratios and a minimum net worth level. At December 28, 2002, the Company was in compliance with these covenants. If the Company were to default on any of the bank agreement debt covenants, and were unable to obtain a waiver from the lenders, the debt would be callable by the lenders. The Company believes that default of any of the debt covenants is unlikely for the foreseeable future since it expects the results of operations to be within the minimum levels to continue to be in compliance with the debt covenants. The Company started 2002 with $34.5 million of cash. Net cash provided by operations was $40.8 million in the year. Cash used in investing activities included $8.4 million in purchases of property, plant and equipment, $15.0 million for the acquisition of Semitron Industries and $8.8 million in purchases of marketable securities. Cash provided by financing activities included cash proceeds from the exercise of stock options of $1.6 million, offset by repurchase of the Company's common stock for $3.6 million and net payments of long-term debt of $13.0 million. The effect of exchange rate changes decreased cash by $0.4 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $6.8 million net decrease in cash. This left the Company with a cash balance of $27.8 million at the end of 2002. Decreases in net working capital provided $11.8 million of cash flow in 2002. The major factors contributing to lower working capital were a decrease in inventory of $4.8 million, a $2.8 million reduction in accounts receivable, a $3.3 million increase in accounts payable and accrued expenses and a $0.9 million reduction in prepaid and other items. Net working capital (working capital less cash, marketable securities and the current portion of long-term debt) as a percent of sales was 20.9% at year-end 2002 compared to 21.8% at year-end 2001 and 20.0% at year-end 2000. The days sales outstanding in accounts receivable decreased to 54 days at year-end 2002 compared to 61 days at year-end 2001 and 58 days at year-end 2000. Days inventory outstanding was 88 days at year-end 2002 compared to 99 days at year-end 2001 and 109 days at year-end 2000. The ratio of current assets to current liabilities was 2.3 to 1 at year-end 2002 compared to 2.2 to 1 at year-end 2001 and 2.0 to 1 at year-end 2000. The ratio of long-term debt to equity was 0.1 to 1 at year-end 2002, compared to 0.2 to 1 at year-end 2001 and 0.2 to 1 at year-end 2000.

The Company started 2001 with $5.5 million of cash. Net cash provided by operations was $40.3 million in the year. Cash used in investing activities included $14.1 million in purchases of property, plant and equipment. Cash provided by financing activities included cash proceeds from the exercise of stock options and conversion of warrants of $10.5 million, offset by repurchase of the Company's common stock for $1.3 million and net payments of long-term debt of $6.0 million. The effect of exchange rate changes decreased cash by $0.2 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $29.0 million net increase in cash. This left the Company with a cash balance of $34.5 million at the end of 2001. Decreases in net working capital provided $18.2 million of cash flow in 2001. The major factors contributing to lower working capital were a decrease in inventory of $11.9 million and a $10.6 million reduction in accounts receivable, partially offset by a $3.7 million reduction in accounts payable and accrued expenses. Net working capital (working capital less cash and the current portion of long-term debt) as a percent of sales was 21.8% at year-end 2001 compared to 20.0% at year-end 2000 and to 20.2% at year-end 1999. Net working capital as a percent of sales increased as the decreases in accounts receivable and inventory were more than offset by lower sales. The days sales outstanding in accounts receivable increased to approximately 61 days at year-end 2001 compared to 58 days at year-end 2000 and 68 days at year-end 1999. Days inventory outstanding was 99 days at year-end 2001 compared to 109 days at year-end 2000 and 94 days at year-end 1999. The Company's capital expenditures were $8.4 million in 2002, $14.1 million in 2001 and $22.0 million in 2000. The Company expects that capital expenditures in 2003 will be higher than 2002, and at levels similar to 2001. The primary purposes for capital expenditures in 2003 will be for new product tooling, production equipment and facility expansion. As in 2002, the Company expects to finance capital expenditures in 2003 through cash flow from operations. The Company decreased total debt by $13.0 million in 2002, after decreasing debt by $6.0 million in 2001 and $16.8 million in 2000. The Company is required to repay $10.0 million of its Senior Notes in 2003. Separately, the Company has $8.8 million in renewable foreign credit facilities outstand-ing at December 28, 2002, coming due in 2003. The Company's Board of Directors has authorized the Company to repurchase shares of its common stock, from time to time, depending on market conditions. The Company repurchased 225,800 common shares for $3.6 million in 2002, 50,000 common shares for $1.3 million in 2001 and 369,000 common shares for $11.2 million in 2000. As of December 28, 2002, the Company had 774,200 shares remaining for repurchase under the Board of Directors authorization expiring in May 2003.

Market Risk The Company is exposed to market risk from changes in interest rates, foreign exchange rates and commodities. The Company had long-term debt out-standing at December 28, 2002, in the form of Senior Notes at fixed interest rates and foreign lines of credit at variable rates. Since 76% of this debt has fixed interest rates, the Company's interest expense is not materially sensitive to changes in interest rate levels. A portion of the Company's operations consists of manufacturing and sales activities in foreign countries. The Company has manufacturing facilities in Mexico, U.K., Ireland, Switzerland, China and the Philippines. During 2002, sales exported from the United States or manufactured abroad accounted for 53.7% percent of total sales. Substantially all sales in Europe are denominated in Euros, U.S. Dollars and British Pound Sterling, and substantially all sales in the Asia-Pacific region are denominated in U.S. Dollars, Japanese Yen and South Korean Won. The Company's identifiable foreign exchange exposures result from the purchase and sale of products from affiliates, repayment of intercompany trade and loan amounts and translation of local currency amounts in consolidation of financial results. As international sales were slightly more than half of total sales, a significant portion of the resulting accounts receivable is denominated in foreign currencies. Changes in foreign currency exchange rates or weak economic conditions in the foreign countries in which it manufactures and distributes products could affect the Company's sales, accounts receivable values and financial results. The Company uses netting and offsetting intercompany account management techniques to reduce known foreign currency exposures where possible and also considers the use of derivative instruments to hedge certain foreign currency exposures deemed to be material. During 2002, the Company entered into cross currency interest rate swaps, as discussed in Note 6 of the Notes to Consolidated Financial Statements, designated as a cash flow hedge of the foreign currency exchange rate risk associated with forecasted intercompany sales transactions denominated in Japanese Yen. The Company uses various metals in the production of its products, including zinc, copper and silver. The Company's earnings are exposed to fluctuations in the prices of these commodities. The Company does not currently use derivative financial instruments to mitigate this commodity price risk. Outlook Sales in 2003 are expected to start slowly, with continued weakness in the electronics and electrical markets. As these markets improve, the Company believes its long-term growth strategy, which emphasizes development of new

circuit protection products and providing customers with solutions and technical support in all major regions of the world, will drive sales growth in all of its markets. With the expectation of continued price pressure, the Company initiated a manufacturing rationalization program in 2001 emphasizing consolidation of plants and transfer of manufacturing to lower cost locations. The program involved manufacturing plant closures in the U.S., U.K. and Korea and workforce reductions in Ireland, and is expected to be completed in the first half of 2003. The benefits of incremental volume improvements and cost savings are expected to have a favorable impact in 2003. The Company is working to expand its market share in the overvoltage circuit protection market with the addition of products and technology through the Semitron Industries and Harris Suppression Products acquisitions and the ability to offer customers total circuit protection solutions. The Company remains committed to investing in new product development and technical resources to provide customers with overcurrent and overvoltage circuit protection solutions and expertise. "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995 The statements in this section, the letter to shareholders and in the other sections of this report which are not historical facts contained in this report are forward-looking statements that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, exchange rate fluctuations, actual purchases under agreements, the effect of the Company's accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, and other risks which may be detailed in the Company's Securities and Exchange Commission filings.

REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders of Littelfuse, Inc. We have audited the accompanying consolidated statements of financial condition of Littelfuse, Inc. and subsidiaries as of December 28, 2002 and December 29, 2001, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 28, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Littelfuse, Inc. and subsidiaries as of December 28, 2002 and December 29, 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 28, 2002, in conformity with accounting principles generally accepted in the United States. As discussed in Note 1 to the financial statements in the year ended December 28, 2002, the Company changed its method of accounting for goodwill. Ernst & Young LLP Chicago, Illinois January 23, 2003

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands) December 28, 2002 December 29, 2001 - -------------- ----------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ 27,750 $ 34,527 Short-term investments 8,806 -- Accounts receivable, less allowances (2002 - $7,330; 2001 - $7,519) 40,810 40,969 Inventories 44,533 46,208 Deferred income taxes 12,451 10,870 Prepaid expenses and other current assets 2,695 3,608 --------- --------- Total current assets 137,045 136,182 Property, plant, and equipment: Land 9,738 9,669 Buildings 32,733 33,481 Equipment 172,266 176,185 --------- --------- 214,737 219,335 Accumulated depreciation (133,615) (132,734) --------- --------- 81,122 86,601 Intangible assets, net of amortization: Reorganization value in excess of amounts allocable to identifiable assets 27,665 28,066 Patents and licenses 36 56 Distribution network 4,607 5,102 Trademarks 2,270 2,522 Goodwill 21,378 12,775 --------- --------- 55,956 48,521 Other assets 3,355 968 --------- --------- Total assets $ 277,478 $ 272,272 ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 11,094 $ 7,881 Accrued payroll 17,373 16,654 Accrued expenses 8,425 6,932 Accrued income taxes 4,416 7,702 Current portion of long-term debt 18,994 21,026 --------- --------- Total current liabilities 60,302 60,195 Long-term debt, less current portion 20,252 30,402 Deferred income taxes 1,713 835 Accrued post-retirement benefits 9,027 3,047 Other long-term liabilities 473 124 Shareholders' equity: Preferred stock, par value $.01 per share: 1,000,000 shares authorized; no shares issued and outstanding -- -- Common stock, par value $.01 per share: 34,000,000 shares authorized; shares issued and outstanding, 2002 - 21,759,065; 2001 - 21,873,416 218 219 Additional paid-in capital 71,918 70,641 Notes receivable - Common stock (3,900) (3,448) Accumulated other comprehensive loss (9,901) (10,265) Retained earnings 127,376 120,522 Total shareholders' equity 185,711 177,669 --------- --------- Total liabilities and shareholders' equity $ 277,478 $ 272,272 ========= ========= See accompanying notes.

CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except per Share Amounts) Year Ended December 28, 2002 December 29, 2001 December 30, 2000 - ---------- ----------------- ----------------- ----------------- Net sales $ 283,267 $ 272,149 $ 371,920 Cost of sales 192,870 180,242 221,272 --------- --------- --------- Gross profit 90,397 91,907 150,648 Selling, general and administrative expenses 61,621 62,197 71,083 Research and development expenses 8,334 8,883 11,152 Amortization of intangibles 767 5,972 6,665 Restructuring expense 3,744 6,315 -- --------- --------- --------- Operating income 15,931 8,540 61,748 Interest expense 2,653 3,291 4,652 Other income, net (1,753) (1,112) (1,940) --------- --------- --------- Income before income taxes 15,031 6,361 59,036 Income taxes 5,411 2,291 21,738 --------- --------- --------- Net income $ 9,620 $ 4,070 $ 37,298 ========= ========= ========= Net income per share: Basic $ 0.44 $ 0.20 $ 1.88 Diluted $ 0.44 $ 0.19 $ 1.69 ========= ========= ========= Weighted-average shares and equivalent shares outstanding: Basic 21,858 19,951 19,834 Diluted 21,971 21,731 22,118 ========= ========= ========= See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended December 28, 2002 December 29, 2001 December 30, 2000 - ---------- ----------------- ----------------- ----------------- Operating activities Net income $ 9,620 $ 4,070 $ 37,298 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 18,137 19,710 20,074 Amortization of intangibles 767 5,972 6,665 Provision for bad debts 356 308 275 Deferred income taxes (575) (7,531) (1,810) Other 651 (435) 337 Changes in operating assets and liabilities: Accounts receivable 2,794 10,573 4,978 Inventories 4,762 11,873 (10,802) Accounts payable and accrued expenses 3,296 (3,710) (8,514) Prepaid expenses and other 950 (520) 186 -------- -------- -------- Net cash provided by operating activities 40,758 40,310 48,687 Investing activities Purchases of property, plant, and equipment, net (8,360) (14,121) (21,958) Purchase of business, net of cash acquired (15,031) (168) -- Purchase of marketable securities (13,747) -- -- Sale of marketable securities 4,941 -- -- Other -- -- (60) -------- -------- -------- Net cash used in investing activities (32,197) (14,289) (22,018) Financing activities Proceeds from long-term debt 112 15,855 53,811 Payments of long-term debt (13,130) (21,887) (70,630) Proceeds from exercise of stock options and warrants 1,614 10,519 5,831 Purchases of common stock and redemption of warrants (3,556) (1,256) (11,203) -------- -------- -------- Net cash provided by (used in) financing activities (14,960) 3,231 (22,191) Effect of exchange rate changes on cash (378) (216) (875) -------- -------- -------- Increase (decrease) in cash and cash equivalents (6,777) 29,036 3,603 Cash and cash equivalents at beginning of year 34,527 5,491 1,888 -------- -------- -------- Cash and cash equivalents at end of year $ 27,750 $ 34,527 $ 5,491 ======== ======== ======== See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In Thousands) Notes Accumulated Additional Receivable- Other Common Paid-In Common Comprehensive Retained Period from January 1, 2000 to December 28, 2002 Stock Capital Stock Loss Earnings Total - ------------------------------------------------ -------- -------- ----------- -------------- --------- --------- Balance at January 1, 2000 $ 195 $ 55,241 $(2,909) $ (5,642) $ 90,147 $ 137,032 Comprehensive income: Net income for the year -- -- -- -- 37,298 37,298 Foreign currency translation adjustment -- -- -- (2,232) -- (2,232) -------- -------- ------- -------- --------- --------- Comprehensive income 35,066 Stock options and warrants exercised 7 6,269 (444) -- -- 5,832 Purchase of 369,000 shares of common stock (4) (1,287) -- -- (9,912) (11,203) -------- -------- ------- -------- --------- --------- Balance at December 30, 2000 $ 198 $ 60,223 $(3,353) $ (7,874) $ 117,533 $ 166,727 Comprehensive income: Net income for the year -- -- -- -- 4,070 4,070 Foreign currency translation adjustment -- -- -- (2,391) -- (2,391) -------- -------- ------- -------- --------- --------- Comprehensive income 1,679 Stock options and warrants exercised 21 10,593 (95) -- -- 10,519 Purchase of 50,000 shares of common stock -- (175) -- -- (1,081) (1,256) -------- -------- ------- -------- --------- --------- Balance at December 29, 2001 $ 219 $ 70,641 $(3,448) $(10,265) $ 120,522 $ 177,669 Comprehensive income: Net income for the year -- -- -- -- 9,620 9,620 Change in net unrealized loss on derivatives -- -- -- (231) -- (231) Minimum pension liability adjustment, net of tax -- -- -- (3,462) -- (3,462) Foreign currency translation adjustment -- -- -- 4,057 -- 4,057 -------- -------- ------- -------- --------- --------- Comprehensive income 9,984 Stock options and warrants exercised 1 2,065 (452) -- -- 1,614 Purchase of 225,800 shares of common stock (2) (788) -- -- (2,766) (3,556) -------- -------- ------- -------- --------- --------- Balance at December 31, 2002 $ 218 $ 71,918 $(3,900) $ (9,901) $ 127,376 $ 185,711 ======== ======== ======= ======== ========= ========= See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 28, 2002 and December 29, 2001 1. Summary of Significant Accounting Policies and Other Information Nature of Operations Littelfuse, Inc. and its subsidiaries (the Company) design, manufacture, and sell circuit protection devices for use in the automotive, electronic, and electrical markets throughout the world. Fiscal Year The Company's fiscal years ended December 28, 2002, December 29, 2001 and December 30, 2000, contained 52 weeks. Basis of Presentation The consolidated financial statements include the accounts of Littelfuse, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain amounts reported in previous years have been reclassified to conform to the 2002 presentation. Cash Equivalents All highly liquid investments, with a maturity of three months or less when purchased, are considered to be cash equivalents. Short-term Investments Short-term investments consist primarily of liquid debt instruments purchased with maturity dates greater than three months. The Company has evaluated its investment policies consistent with Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and determined that all of its investment securities are to be classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in "Shareholders' Equity" as a component of "Accumulated Other Comprehensive Income (Loss)." The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amorti-zation is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Fair Value of Financial Instruments The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, and long-term debt. The carrying values of such financial instruments approximate their estimated fair values. Accounts Receivable The Company performs credit evaluations of customers financial condition and generally does

not require collateral. Credit losses are provided for in the financial statements based upon specific knowledge of a customer's inability to meet its financial obligations to the Company. Historically, credit losses have consistently been within the management's expectations and have not been a material amount. The Company also maintains allowances against accounts receivable for the settlement of rebates and sales discounts to customers. These allowances are based upon specific customer sales and sales discounts as well as actual historical experience. INVENTORIES Inventories are stated at the lower of cost (first in, first out method) or market, which approximates current replacement cost. The Company maintains excess and obsolete allowances against inventory to reduce the carrying value to the expected net realizable value. These allowances are based upon a combination of factors including historical sales volume, market conditions, lower of cost or market analysis and expected realizable value of the inventory. PROPERTY, PLANT, AND EQUIPMENT Land, buildings, and equipment are carried at cost. Depreciation is provided under accelerated methods using useful lives of 21 years for buildings, 7 to 9 years for equipment, and 7 years for furniture and fixtures. Tooling and computer software are depreciated using the straight-line method over 5 years and 3 years, respectively. INTANGIBLE ASSETS Prior to the adoption of the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" on December 30, 2001, reorganization value in excess of amounts allocable to identifiable assets and trademarks have been amortized using the straight-line method over 20 years. Patents are amortized using the straight-line method over their estimated useful lives, which average approximately 10 years. The distribution network has been amortized using an accelerated method over 20 years. Licenses have been amortized using an accelerated method over their estimated useful lives, which average approximately 9 years. Other intangible assets consisting principally of goodwill have been amortized over 10 to 20 years. The Company recorded amortization expense of $0.8 million, $6.0 million and $6.7 million in 2002, 2001 and 2000, respectively. All of this goodwill amortization is deductible for tax purposes. Accumulated amortization of intangible assets was $66.7 million at December 28, 2002 and was $65.9 million at December 29, 2001. REVENUE RECOGNITION In accordance with the Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," issued in December 1999, sales and associated costs are recognized in accordance with customer shipping terms which is when the transfer of title to the customer occurs. The adoption of SAB 101 did not have a material impact on the Company's earnings or financial position.

ADVERTISING COSTS The Company expenses advertising costs as incurred which amounted to $2.1 million in 2002, $1.1 million in 2001 and $2.1 million in 2000. FOREIGN CURRENCY TRANSLATION The financial statements of foreign entities have been translated in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation," and, accordingly, unrealized foreign currency translation adjustments are reflected as a component of shareholders' equity. DERIVATIVE INSTRUMENTS The Company recognizes derivatives as either assets or liabilities on the Consolidated Statements of Financial Condition and measures those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use and designation of the derivative instrument. For derivatives designated as cash flow hedges, the effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. Derivative financial instruments involve, to a varying degree, elements of market and credit risk not recognized in the consolidated financial statements. The market risk associated with these instruments resulting from interest rate movements is expected to offset the market risk of the underlying transactions being hedged. The counterparties to the agreements relating to the Company's cross currency rate instruments consist of major international financial institutions with high credit ratings. The Company does not believe that there is significant risk of non-performance by these counterparties because the Company monitors the credit ratings of such counterparties, and limits the financial exposure and amount of agreements entered into with any one financial institution. While the notional amounts of the derivative financial instruments provides one measure of the volume of these transactions, they do not represent the amount of the Company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties' obligations under the contracts exceed the obligations of the Company to the counterparty. STOCK-BASED COMPENSATION Under the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), the Company accounts for stock option grants to employees and directors in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" using the intrinsic value method. Generally, the Company grants stock options for a fixed number of shares with an exercise price equal to the market price of the underlying stock at the date of grant and, accordingly, does not recognize compensation expense. On certain occasions, the Company has granted stock options for a fixed number of shares with an exercise price below that of the underlying stock on the date of the grant and recognizes compensation expense accordingly. This compensation expense has not been material. See Note 8 for additional information on stock-based compensation. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted

in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. SHIPPING AND HANDLING FEES AND COSTS Amounts billed to customers in a sales transaction represent fees earned for the goods provided and, accordingly, amounts billed related to shipping and handling should be classified as revenue. Costs incurred for shipping and handling of $3.6 million, $3.1 million and $3.9 million in 2002, 2001 and 2000, respectively, are classified in Selling, General, and Administrative Expenses. ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations." All business combinations in the scope of this Statement are to be accounted for using one method, the purchase method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method for those business combinations is prohibited. The Company has adopted Statement No. 141 for its acquisition of Semitron Industries Limited (see Note 2). In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Statement 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. Additionally, Statement 142 requires that goodwill included in the carrying value of equity method investments no longer be amortized. The Company has adopted the provisions of Statement 142 as of December 30, 2001. The Company has tested goodwill for impairment both as of the date of adoption of Statement No. 142 and as of September 29, 2002 as prescribed in Statement 142 and determined that there was no impairment. The effect of non-amortization of goodwill had Statement 142 been effective at the beginning of each year is as follows: (In Thousands, except per share amounts) 2002 2001 2000 - ---------------------------------------- ------ ------ ------- Net income as reported $9,620 $4,070 $37,298 Add back: Goodwill amortization, net of tax -- 2,145 2,328 Adjusted net income $9,620 $6,215 $39,626 Basic net income per share As reported $ 0.44 $ 0.20 $ 1.88 Goodwill amortization -- 0.11 0.12 Adjusted basic net income per share $ 0.44 $ 0.31 $ 2.00 Diluted net income per share

As reported $ 0.44 $ 0.19 $ 1.69 Goodwill amortization -- 0.10 0.11 Adjusted diluted net income share $ 0.44 $ 0.29 $ 1.80 In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations," which is effective for fiscal years beginning after June 15, 2002. The Statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. The Company has adopted Statement 143 as of December 30, 2001, and determined that the impact of adoption of Statement 143 had no material impact on the Company's financial position or results of operations. In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (Statement 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." Statement 144 is effective for fiscal years beginning after December 15, 2001. Using the methodology prescribed in Statement 144, the Company reviews long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. Once an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then long-lived assets of the operation are written down to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. Long-lived assets that are held for disposal are reported at the lower of the asset carrying amount or fair value less costs related to the asset disposal. The Company has adopted Statement 144 as of December 30, 2001 and determined that the adoption of the Statement had no significant impact on the Company's financial position or results of operations. In July 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or a disposal plan. Examples of costs covered by the Statement include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant

closing, or other exit or disposal activities. Statement No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Company will adopt the provisions of FIN No. 45 on January 1, 2003 for all new or amended guarantees subsequent to that date. On December 31, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, to provide alternative methods of transition to the fair value method of accounting for stock-based compensation. In addition, Statement 148 amends the disclosure provisions of Statement 123 to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based compensation on reported net income and earnings per share in annual and interim financial statements. Statement 148 does not amend Statement 123 to require companies to account for their employee stock-based awards using the fair value method. However, the disclosure provisions are required for all companies with stock-based employee compensation, regardless of whether they utilize the fair value method of accounting described in Statement 123 or the intrinsic method described in APB Opinion No. 25. The Company has adopted the disclosure provisions of Statement No. 148 as of December 28, 2002 and determined that the adoption of the Statement had no significant impact on the Company's financial position and results of operations. RESTRUCTURING COSTS Included in the Company's operating results for the year ended December 29, 2001 are restructuring charges of $6.3 million. These charges result from the Company's plans to close down plants in the U.S. and the U.K., workforce reductions in Korea and the write-down of manufacturing equipment. Restructuring charges for the closure of the U.S. and the U.K. plants included $4.1 million of employee termination costs covering 462 technical, production, administrative and support employees. Restructuring of the Korea manufacturing operations included $1.1 million of employee termination costs covering 50 technical, production, administrative and support employees. The remaining $1.1 million of the restructuring expense relates to the non-cash write-down of manufacturing equipment. Included in the Company's operating results for the year ended December 28, 2002 are restructuring charges of $3.7 million. These charges result from the Company's plans to close down a plant in Korea, workforce reductions in Ireland and the write-down of manufacturing equipment. Restructuring charges for the closure of the Korea plant included $1.5 million of employee termination costs covering 62 technical, production, administrative and support employees. Restructuring of the Ireland manufacturing operations included $1.4 million of employee termination costs covering 19 technical, production, administrative and support employees. The remaining $0.8 million of the restructuring expense relates to the non-cash write-down of manufacturing equipment. The remaining $2.1 million of severance costs, currently included in accrued expenses, are expected to be paid by

September 30, 2003. 2. Acquisition of Business On July 16, 2002, the Company acquired Semitron Industries for $12.6 million and 40% of LC Fab Co. for $2.4 million in cash. Semitron Industries manufactures and markets a broad line of transient voltage suppression devices that provide circuit protection for products in numerous markets including computer, telecommunications, automotive and consumer electronics. LC Fab Co. provides semiconductor dies for assembly at Semitron Industries. Subsequent to the acquisition, Semitron Industries has been renamed Littelfuse UK Limited. This acquisition has been accounted for through the use of the purchase method of accounting; accordingly, the accompanying financial statements include the results of its operations since the acquisition date. The purchase price has been allocated to the following net assets acquired based on fair value of such assets: accounts receivable of $1.7 million, inventory of $1.9 million, property, plant and equipment of $3.0 million, goodwill of $7.4 million and liabilities assumed of $1.5 million. Purchase accounting liabilities recorded in 2002 consist of $0.2 million for transaction costs and $0.8 million for costs associated with involuntary termination of employees in connection with the integration of the business. Assuming that this acquisition had occurred at the beginning of 2002 and 2001, unaudited pro forma sales of Littelfuse, Inc. would have been $286.0 million in 2001 and $288.1 million in 2002 and pro forma results of operations would not have differed materially from reported results of operations. The pro forma results are not necessarily indicative of what would have occurred if the acquisition had been consummated at the beginning of each year, nor are they necessarily indicative of future consolidated operating results. 3. Inventories The components of inventories are as follows at December 28, 2002, and December 29, 2001 (in thousands): 2002 2001 ------- ------- Raw materials $10,084 $ 9,244 Work in process 11,615 11,066 Finished goods 22,834 25,898 ------- ------- Total net inventory $44,533 $46,208 ======= =======

4. Long-Term Obligations The carrying amounts of long-term debt, which approximate fair value, are as follows at December 28, 2002, and December 29, 2001 (in thousands): 2002 2001 ------- ------- 6.16% Senior Notes, maturing 2005 $30,000 $40,000 Revolving credit facility -- -- Other obligations 9,096 10,616 Capital lease obligations 150 812 ------- ------- 39,246 51,428 Less: Current maturities 18,994 21,026 ------- ------- $20,252 $30,402 ======= ======= The Company has unsecured domestic financing arrangements consisting of Senior Notes with insurance companies and a credit agreement with banks that provides a $55.0 million revolving credit facility. The Senior Notes require minimum annual principal payments. No principal payments are required for borrowings against the revolving line of credit until the line matures on August 31, 2003. At December 28, 2002, the Company had available $55.0 million of borrowing capability under the revolving credit facility at an interest rate of LIBOR plus 0.38%. The bank credit agreement allows for letters of credit of up to $8.0 million in addition to the available $55.0 million credit line. At December 28, 2002, the Company had $1.7 million of outstanding letters of credit. The Company also has unsecured bank lines of credit in the Netherlands, Japan and Korea that provide a Euro 4.0 million revolving credit facility at an interest rate of Euro Libor plus 0.85% in the Netherlands, a Yen 1.1 billion revolving credit facility at an interest rate of TIBOR plus 0.85% (0.88% as of December 28, 2002) and a Won 2.5 billion revolving credit facility at an interest rate of the 3-month Korea Negotiable Certificate of Deposit rate plus 1.0% (5.80% as of December 28, 2002). No principal payments are required for borrowings until the lines mature on December 31, 2002, in the Netherlands and Japan and on August 29, 2003 in Korea. At December 28, 2002, the Company had no borrowings outstanding on the Euro revolving credit line, an equivalent of $7.5 million outstanding on the Yen facility and the equivalent of $1.3 million outstanding on the Won credit line. The Company did not renew the Netherlands credit facility but did renew the Japanese credit facility. The Senior Notes and bank credit agreement contain 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 addition, the Company is required to satisfy certain financial covenants and tests relating to, among

other matters, interest coverage, working capital, leverage and net worth. At December 28, 2002 and for the year then ended, the Company was in compliance with these covenants. Aggregate maturities of long-term obligations at December 28, 2002, are as follows (in thousands): 2003 $18,994 2004 10,072 2005 10,072 2006 72 2007 and thereafter 36 ------- $39,246 ======= Interest paid on long-term debt approximated $2.5 million in 2002, $3.1 million in 2001 and $4.3 million in 2000. 5. Short-term Investments Short-term investments consist primarily of liquid debt instruments purchased with remaining maturity dates greater than three months. The following is a summary of short-term investments classified as "available-for-sale" securities as required by Statement 115 (in thousands): December 28, December 29, 2002 2001 ------------ ------------ Debt/equity securities: Amortized cost $8,808 -- Gross unrealized gains 2 -- Gross unrealized losses 4 -- ------ ------ Estimated fair value $8,806 -- ====== ====== Proceeds from the sales of short-term investments in 2002 were $4.9 million. Realized gains and losses on the sales of securities are based on the specific identification method and included in earnings. During 2002, there were no realized gains, and realized losses on sales of securities were not material to the results of operations.

6. Derivatives and Hedging On June 11, 2002, the Company entered into cross currency rate swaps, with a notional amount of $11.6 million and a maturity date of September 5, 2005. The cross currency rate swaps convert a portion of the Company's U.S. Dollar fixed rate debt to fixed rate Japanese Yen debt and have been designated as a cash flow hedge of the variability of Yen cash flows attributable to the exchange rate risk on forecasted intercompany sales of inventory to a Japanese subsidiary. The notional amount outstanding at December 28, 2002, was $10.0 million and the fair value of the outstanding cross-currency rate swap agreements was recognized as a $0.2 million liability and as a charge to comprehensive loss in the Consolidated Statement of Financial Condition at December 28, 2002. There were no cross-currency rate swaps outstanding as of December 29, 2001. 7. Benefit Plans The Company has a defined-benefit pension plan covering substantially all of its North American employees. The amount of the retirement benefit is based on years of service and final average pay. The plan also provides post-retirement medical benefits to retirees and their spouses if the retiree has reached age 62 and has provided at least ten years of service prior to retirement. Such benefits generally cease once the retiree attains age 65. The Company also has defined benefit pension plans covering employees in the U.K., Ireland and the Netherlands. The amount of these retirement benefits is based on years of service and final average pay. Liabilities resulting from the plan that covers employees in the Netherlands are settled annually through the purchase of insurance contracts. Separate from the foreign pension data presented below, net periodic expense for the plan covering Netherlands employees was $0.3 million, $0.2 million and $0.1 million in 2002, 2001 and 2000, respectively. The Company accounts for its defined benefit pension plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions" which requires that amounts recognized in the financial statements be determined on an actuarial basis. The Company's contributions are made in amounts sufficient to satisfy legal requirements. The most significant element in determining the Company's pension expense in accordance with SFAS No. 87 is the expected return on assets. The Company has assumed that the expected long-term rate of return on domestic plan assets will be 9.0% and foreign plan assets will be 6.8%. Based upon long-term performance and investment allocations, the Company believes that its assumption of future returns is reasonable. Changes in actual return on pension plan assets are deferred and recognized over a period of three years. The deferral of actual gains and losses affects the calculated value of plan assets and therefore future pension expense. The plan assets have earned a rate of return less than the assumed return in the last three years and, should this trend continue, future pension expense would likely increase. Charges to record additional minimum pension liability were reflected in accumulated other comprehensive loss in the Statement of Financial Condition in 2002 in the amount of $3.5 million, net of tax.

Differences between total pension expense of $2.2 million, $1.8 million and $1.3 million in 2002, 2001 and 2000, respectively, were not material to the overall financial performance of the Company. U.S. Total Foreign ---------------------- ---------------------- 2002 2001 2002 2001 -------- -------- -------- -------- Change in benefit obligation Benefit obligation at beginning of year $ 47,764 $ 45,942 $ 15,819 $ 16,210 Service cost 2,198 2,327 621 574 Interest cost 3,528 3,264 992 959 Plan participants' contributions -- -- 167 159 Net actuarial loss (gain) 3,885 (1,331) 1,638 -- Benefits paid (2,890) (2,438) (764) (1,140) Effect of exchange rate movements -- -- 3,043 (943) -------- -------- -------- -------- Benefit obligation at end of year $ 54,485 $ 47,764 $ 21,516 $ 15,819 ======== ======== ======== ======== Change in plan assets at fair value Fair value of plan assets at beginning of year $ 43,139 $ 46,022 $ 16,919 $ 18,213 Actual return (loss) on plan assets (4,564) (445) (2,113) 16 Employer contributions -- -- 431 720 Plan participant contributions -- -- 167 159 Benefits paid (2,890) (2,438) (764) (1,140) Effect of exchange rate movements -- -- 2,707 (1,049) -------- -------- -------- -------- Fair value of plan assets at end of year $ 35,685 $ 43,139 $ 17,347 $ 16,919 ======== ======== ======== ======== Funded (unfunded) status $(18,800) $ (4,625) $ (4,169) $ 1,100 Unrecognized prior service cost (benefit) -- 46 (138) -- Unrecognized transition asset -- -- (1,401) (1,266) Unrecognized net actuarial loss (gain) 14,170 1,609 6,182 1,007 -------- -------- -------- -------- Prepaid pension asset (obligation) $ (4,630) $ (2,970) $ 474 $ 841 ======== ======== ======== ======== Amounts recognized in the statement of financial condition consist of: Prepaid benefit cost $ -- $ -- $ 29 $ -- Accrued benefit asset (obligation) (8,154) (2,970) (856) 841 Accumulated other comprehensive income 2,291 -- 1,171 -- -------- -------- -------- -------- Net amount recognized $ (5,863) $ (2,970) $ 344 $ 841 ======== ======== ======== ========

U.S. Foreign --------------------------------- --------------------------------- 2002 2001 2000 2002 2001 2000 ------- ------- ------- ------- ------- ------- Weighted-average assumptions at end of year Discount rate 6.8% 7.3% 7.5% 5.5% 6.0% 6.0% Expected return on plan assets 9.0% 9.0% 9.0% 6.8% 7.0% 7.0% Compensation increase rate 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% Components of net periodic benefit cost Service cost $ 2,198 $ 2,327 $ 1,952 $ 796 $ 659 $ 618 Interest cost 3,528 3,264 3,154 992 882 936 Expected return on plan assets (4,112) (4,182) (4,002) (1,277) (1,129) (1,223) Amortization of prior service cost 46 66 66 (11) -- -- Amortization of transition asset -- -- -- (85) (81) (96) Total cost of the plan for the year 1,660 1,475 1,170 415 331 235 Expected plan participants' contribution -- -- -- (175) (159) (193) ------- ------- ------- ------- ------- ------- Net periodic benefit cost $ 1,660 $ 1,475 $ 1,170 $ 240 $ 172 $ 42 ======= ======= ======= ======= ======= ======= The Company provides additional retirement benefits for certain key executives through its unfunded defined contribution Supplemental Executive Retirement Plan. The charge to expense for this plan amounted to $0.4 million, $1.9 million and $0.6 million in 2002, 2001 and 2000, respectively. The Company also maintains a 401(k) savings plan covering substantially all U.S. employees. The Company matches 50% of the employee's annual contributions for the first 4% of the employee's gross wages. Employees vest in the Company contributions after two years of service. Company matching contributions amounted to $0.6 million, $0.6 million and $0.7 million in 2002, 2001 and 2000, respectively. 8. Shareholders' Equity Stock Options The Company has stock option plans authorizing the granting of both incentive and nonqualified options and other stock rights of up to 3,400,000 shares of common stock to employees and directors. The stock options issued prior to 2002 vest over a five-year period and are exercisable over a ten-year period commencing from the date of vesting. The Company has changed its policy in 2002 where the stock options vest over a five-year period and are exercisable over a ten-year period commencing from the date of the grant. This change was not made to stock options already granted.

A summary of stock option information follows: 2002 2001 2000 ---------------------- ----------------------- ---------------------- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price --------- --------- --------- --------- --------- --------- Outstanding at beginning of year 1,902,905 $23.63 1,692,075 $22.53 1,588,840 $18.02 Options granted Option price equals market price 329,250 23.18 391,200 27.18 358,250 35.07 Option price less than market price 4,000 5.00 1,000 5.00 -- -- --------- ------ --------- ------ --------- ------ Total options granted 333,250 22.96 392,200 27.12 358,250 35.07 Exercised (99,580) 15.43 (116,170) 16.42 (217,465) 10.15 Forfeited (159,970) 26.02 (65,200) 29.06 (37,550) 22.25 --------- ------ --------- ------ --------- ------ Outstanding at end of year 1,976,605 $23.73 1,902,905 $23.63 1,692,075 $22.53 ========= ====== ========= ====== ========= ====== Exercisable at end of year 1,060,140 938,623 794,450 Available for future grant 1,004,500 164,400 471,190 Weighted-average value of options granted during the year $12.52 $18.31 $21.05 Option price equals market price 12.69 18.29 21.05 Option price less than market price 20.97 20.72 -- As of December 28, 2002, the Company had the following outstanding options: Weighted- Weighted- Average Average Options Exercise Remaining Options Exercise Price Outstanding Price Life Exercisable - -------------- ----------- --------- --------- ----------- $3.69 to $ 5.00 35,400 $4.50 2.60 26,600 $7.50 to $11.16 98,500 10.61 1.03 98,500 $11.63 to $16.50 150,600 15.34 2.45 144,100 $17.81 to $25.50 996,825 22.09 6.47 543,390 $26.63 to $35.50 695,280 30.73 7.56 247,550

The following table discloses our pro forma net income and diluted net income per share had the valuation methods under SFAS 123 been used for our stock option grants. The table also discloses the weighted average assumptions used in estimating the fair value using the Black-Scholes option pricing model. (In Thousands, except per share amounts) 2002 2001 2000 - ---------------------------------------- -------- -------- -------- Net income as reported $ 9,620 $ 4,070 $ 37,298 Stock option compensation expense, net of tax (1,022) (1,436) (1,506) Pro forma net income $ 8,598 $ 2,634 $ 35,792 Basic net income per share As reported $ 0.44 $ 0.20 $ 1.88 Pro forma $ 0.39 $ 0.13 $ 1.81 Diluted net income per share As reported $ 0.44 $ 0.19 $ 1.69 Pro forma $ 0.39 $ 0.12 $ 1.62 Risk-free interest rate 3.24% 5.11% 5.16% Expected dividend yield 0% 0% 0% Expected stock price volatility 41.4% 58.6% 47.6% Expected life of options 8 years 8 years 8 years These pro forma amounts may not be representative of future disclosures because the estimated fair value of the options is amortized to expense over the vesting period and additional options may be granted in the future. Notes Receivable - Common Stock In 1995, the Company established the Executive Loan Program under which certain management employees may obtain interest-free loans from the Company to facilitate their exercise of stock options and payment of the related income tax liabilities. Such loans, limited to 90% of the exercise price plus related tax liabilities, have a five-year maturity, subject to acceleration for termination of employment or death of the employee. Such loans are classified as a reduction of shareholders' equity. The Company has changed its policy in 2002 such that management employees may no longer obtain such loans. Preferred Stock The Board of Directors may authorize the issuance from time to time of preferred stock in one or more series with such designations, preferences, qualifications, limitations, restrictions, and optional or other special rights as the Board may fix by resolution. In connection with the Rights Plan, the Board of Directors has reserved, but not issued, 200,000 shares of preferred stock.

Rights Plan In December 1995, the Company adopted a shareholder rights plan providing for a dividend distribution of one preferred share purchase right for each share of common stock outstanding on and after December 15, 1995. The rights can be exercised only if an individual or group acquires or announces a tender offer for 15% or more of the Company's common stock. If the rights first become exercisable as a result of an announced tender offer, each right would entitle the holder to buy 1/200th of a share of a new series of preferred stock at an exercise price of $67.50. Once an individual or group acquires 15% or more of the Company's common stock, each right held by such individual or group becomes void and the remaining rights will then entitle the holder to purchase a number of common shares having a market value of twice the exercise price of the right. If the attempted takeover succeeds, each right will then entitle the holder to purchase a number of the acquiring Company's common shares having a market value of twice the exercise price of the right. After an individual or group acquires 15% of the Company's common stock and before they acquire 50%, the Company's Board of Directors may exchange the rights in whole or in part, at an exchange ratio of one share of common stock or 1/100th of a share of a new series of preferred stock per right. Before an individual or group acquires 15% of the Company's common stock, or a majority of the Company's Board of Directors are removed by written consent, whichever occurs first, the rights are redeemable for $.01 per right at the option of the Company's Board of Directors. The Company's Board of Directors is authorized to reduce the 15% threshold to no less than 10%. Each right will expire on December 15, 2005, unless earlier redeemed by the Company. 9. Income Taxes Federal, state, and foreign income tax expense (benefit) consists of the following (in thousands): 2002 2001 2000 ------- ------- -------- Current: Federal $ (527) $ 5,187 $ 13,375 State 249 (637) 1,908 Foreign 5,110 4,980 8,265 ------- ------- -------- Subtotal 4,832 9,530 23,548 Deferred: Federal 2,987 (7,379) (1,827) Foreign (2,408) 140 17 Subtotal 579 (7,239) (1,810) ------- ------- -------- Provision for income taxes $ 5,411 $ 2,291 $ 21,738 ======= ======= ========

Domestic and foreign income (loss) before income taxes is as follows (in thousands): 2002 2001 2000 ------- -------- ------- Domestic $ 6,542 $(10,030) $28,906 Foreign 8,489 16,391 30,130 ------- -------- ------- Income before income taxes $15,031 $ 6,361 $59,036 ======= ======== ======= A reconciliation between income taxes computed on income before income taxes at the federal statutory rate and the provision for income taxes is provided below (in thousands): 2002 2001 2000 ------- ------- -------- Tax expense at statutory rate of 35% $ 5,259 $ 2,226 $ 20,663 State and local taxes (benefit), net of federal tax benefit 162 (476) 1,179 Foreign income tax rate differential 179 (615) (1,437) Foreign losses for which no tax benefit is available 34 47 63 Other, net (223) 1,109 1,270 ------- ------- -------- Provision for income taxes $ 5,411 $ 2,291 $ 21,738 ======= ======= ======== Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting bases and the tax bases of the Company's assets and liabilities. Significant components of the Company's deferred tax assets and liabilities at December 28, 2002 and December 29, 2001, are as follows (in thousands): 2002 2001 -------- -------- Deferred tax liabilities Tax depreciation and amortization in excess of book $ 5,397 $ 2,238 Prepaid expenses -- 231 Other 89 1,390 -------- -------- Total deferred tax liabilities 5,486 3,859 Deferred tax assets Accrued expenses 13,229 10,907 Foreign tax credit carryforwards 2,995 2,987 Foreign net operating loss carryforwards 428 392 -------- -------- Gross deferred tax assets 16,652 14,286 Less: Valuation allowance (428) (392) Total deferred tax assets 16,224 13,894 -------- -------- Net deferred tax assets $ 10,738 $ 10,035 ======== ========

The deferred tax asset valuation allowance is related to deferred tax assets from foreign net operating losses. The net operating loss carryforwards have no expiration date. The Company paid income taxes of $5.8 million, $8.4 million and $25.4 million in 2002, 2001 and 2000, respectively. U.S. income taxes were not provided for on a cumulative total of approximately $68.9 million of undistributed earnings for certain non-U.S. subsidiaries as of December 28, 2002, and accordingly, no deferred tax liability has been established relative to these earnings. The determination of the deferred tax liability associated with the distribution of these earnings is not practicable. 10. Business Segment Information The Company designs, manufactures, and sells circuit protection devices throughout the world. The Company has three reportable geographic segments: The Americas, Europe, and Asia-Pacific. The circuit protection market in these geographical segments is categorized into three major product areas: electronic, automotive and electrical. The Company evaluates the performance of each geographic segment based on its net income or loss. The Company also accounts for intersegment sales as if the sales were to third parties. The Company's reportable segments are the business units where the revenue is earned and expenses are incurred. The Company has subsidiaries in The Americas, Europe, and Asia-Pacific where each region is measured based on its sales and operating income or loss. Information concerning the operations in these geographic segments for the year ended December 28, 2002, is as follows (in thousands):

The Asia- Combined Consolidated Americas Europe Pacific Total Corporate Reconciliation Total -------- ------ ------- ----- --------- -------------- ----- Revenues 2002 $148,047 $51,233 $83,987 $283,267 $ -- $ -- $283,267 2001 $144,899 $51,430 $75,820 $272,149 $ -- $ -- $272,149 2000 $214,907 $61,634 $95,379 $371,920 $ -- $ -- $371,920 Intersegment revenues 2002 62,022 47,213 17,696 126,931 -- (126,931) -- 2001 54,440 46,660 9,926 111,026 -- (111,026) -- 2000 44,599 38,185 6,523 89,307 -- (89,307) -- Interest expense 2002 2,450 19 184 2,653 -- -- 2,653 2001 3,075 23 193 3,291 -- -- 3,291 2000 4,337 69 246 4,652 -- -- 4,652 Depreciation and 2002 13,256 2,853 2,028 18,137 767 -- 18,904 amortization 2001 12,176 4,035 1,723 17,934 7,748 -- 25,682 2000 11,563 2,810 4,213 18,586 8,153 -- 26,739 Other income (loss) 2002 1,385 888 (520) 1,753 -- -- 1,753 2001 635 688 (211) 1,112 -- -- 1,112 2000 2,754 (893) 79 1,940 -- -- 1,940 Income tax 2002 3,583 1,764 64 5,411 -- -- 5,411 expense (benefit) 2001 (2,831) 2,871 2,251 2,291 -- -- 2,291 2000 12,290 4,546 4,902 21,738 -- -- 21,738 Net income (loss) 2002 2,626 3,235 8,270 14,131 (4,511) -- 9,620 2001 5,426 7,363 5,347 18,136 (14,066) -- 4,070 2000 24,493 9,124 11,856 45,473 (8,175) -- 37,298 Identifiable assets 2002 202,642 32,908 45,079 280,629 83,706 (86,857) 277,478 2001 191,626 35,568 41,643 268,837 83,048 (79,613) 272,272 2000 181,727 39,559 48,096 269,382 60,404 (55,408) 274,378 Capital expenditures, net 2002 9,256 (2,516) 1,620 8,360 -- -- 8,360 2001 5,126 5,318 3,677 14,121 -- -- 14,121 2000 13,929 1,875 6,154 21,958 -- -- 21,958 Intersegment revenues and receivables are eliminated to reconcile to consolidated totals. Restructuring charges are reflected in the corporate column for the net income segmentation. Corporate identifiable assets consist primarily of cash and intangible assets.

The Company's revenues by product areas for the years ended December 28, 2002, December 29, 2001 and December 30, 2000, are as follows (in thousands): Revenues 2002 2001 2000 -------- -------- -------- Electronic $150,838 $146,342 $232,677 Automotive 98,235 91,061 100,036 Electrical 34,194 34,746 39,207 -------- -------- -------- Consolidated total $283,267 $272,149 $371,920 ======== ======== ======== Revenue from no single customer of the Company amounts to 10% or more. 11. Lease Commitments The Company leases certain office and warehouse space under non-cancelable operating leases, as well as certain machinery and equipment. Rental expense under these leases was approximately $2.6 million in 2002, $1.8 million in 2001, and $1.5 million in 2000. Future minimum payments for all non-cancelable operating leases with initial terms of one year or more at December 28, 2002, are as follows (in thousands): 2003 2,817 2004 2,160 2005 1,425 2006 1,035 2007 and thereafter 914 ----- Total lease commitments 8,351 ===== 12. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share:

(In Thousands, except per share amounts) 2002 2001 2000 - ---------------------------------------- ------- ------- ------- Numerator: Net income $ 9,620 $ 4,070 $37,298 Denominator: Denominator for basic earnings per share - Weighted-average shares 21,858 19,951 19,834 Effect of dilutive securities: Warrants -- 1,565 1,871 Employee stock options 113 215 413 Denominator for diluted earnings per share - Adjusted weighted-average shares and assumed conversions 21,971 21,731 22,118 Basic earnings per share $ 0.44 $ 0.20 $ 1.88 Diluted earnings per share $ 0.44 $ 0.19 $ 1.69 Options to purchase 1,434,718, 814,735 and 354,550 shares of common stock were outstanding at December 28, 2002, December 29, 2001 and December 30, 2000, respectively, but were not included in the computation of diluted earnings per share because the effect of including such options would have been anti-dilutive. SELECTED FINANCIAL DATA (in thousands, except per share data) FIVE YEAR SUMMARY+ 2002 2001 2000 1999 1998 -------- -------- -------- -------- -------- Net sales $283,267 $272,149 $371,920 $296,367 $269,540 Gross profit 90,397 91,907 150,648 117,255 100,199 Operating income 15,931 8,540 61,748 44,624 34,096 Net income 9,620 4,070 37,298 25,220 19,885 Net income per share - Diluted 0.44 0.19 1.69 1.16 0.86 Net working capital 59,181 62,486 74,503 60,008 46,685 Total assets 277,478 272,272 274,378 275,698 250,544 Long-term debt 20,252 30,402 41,397 55,460 70,061

QUARTERLY RESULTS OF OPERATIONS (unaudited)+ 2002 2001 4Q 3Q 2Q 1Q* 4Q* 3Q 2Q 1Q ------- ------- ------- -------- -------- ------- ------- ------- Net sales $69,274 $74,964 $73,900 $ 65,129 $ 60,851 $66,711 $68,996 $75,590 Gross profit 22,705 23,390 24,277 20,025 18,265 21,509 25,199 26,935 Operating income (loss) 4,071 5,835 6,867 (842) (4,102) 1,491 5,456 5,695 Net income (loss) 2,540 3,667 4,025 (612) (2,804) 474 3,284 3,116 Net income (loss) per share: Basic 0.12 0.17 0.18 (0.03) (0.14) 0.02 0.17 0.16 Diluted 0.12 0.17 0.18 (0.03) (0.14) 0.02 0.15 0.14 * Net losses in the fourth quarter of 2001 and the first quarter of 2002 were due to restructuring charges related primarily to reductions in force. Refer to the Notes to Consolidated Financial Statements for additional information about these restructuring costs. +As of December 30, 2001, the Company adopted Statement of Financial Accounting Standards No. 142 which prohibits the authorization of goodwill and intangible assets with indefinite useful lives. Refer to the Notes to Consolidated Financial Statements for more information. QUARTERLY STOCK PRICES 2002 2001 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q ----- ----- ----- ----- ----- ----- ----- ----- High 19.70 24.60 28.25 28.47 27.81 29.67 31.58 30.56 Low 13.84 17.35 22.16 22.85 19.78 19.37 19.81 22.50 Close 17.23 17.36 23.13 24.77 26.17 22.13 26.79 25.13

Exhibit 22.1 SUBSIDIARIES Littelfuse, S.A. de C.V. Littelfuse do Brasil Ltda. Littelfuse do Amazonia, Ltda. Watseka LF, Inc. Littelfuse, B.V. Littelfuse, A.G. Littelfuse Limited Littelfuse Ireland Development Co., Ltd. Littelfuse Ireland Limited Littelfuse U.K. Ltd. Joyrush Investments Ltd. REMPAT Holding B.V. REMPAT Financial B.V. Littelfuse Far East Pte Ltd. Littelfuse HK Limited Suzhou Littelfuse OVS Ltd. Littelfuse KK Littelfuse Triad Inc. Littelfuse Phils Inc. Littelfuse S&L, Inc.

Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K) of Littelfuse, Inc. of our report dated January 23, 2003, included in the 2002 Annual Report to Shareholders of Littelfuse, Inc. Our audits also included the financial statement schedule of Littelfuse, Inc. listed in Item 15(a)(2). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statements (No. 33-55942, 33-64442, 33-95020, 333-03260 and 333-64285) on Form S-8 of our report dated January 23, 2003, with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule in this Annual Report (Form 10-K) of Littelfuse, Inc. Chicago, Illinois March 19, 2003 Ernst & Young LLP

Exhibit 99.1 Littelfuse, Inc. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of title 18, United States Code), each of the undersigned officers of Littelfuse, Inc. (the Company), does hereby certify that: The Annual Report on Form 10-K for the fiscal year ended December 28, 2002, of the Company fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, and the information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Howard B. Witt /s/ Philip Franklin - --------------------------------- ---------------------------------- Chairman, President and Vice President, Treasurer Chief Executive Officer and Chief Financial Officer March 21, 2003