Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) for the fiscal year ended January 1, 2005 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 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 20,695,900 shares of voting stock held by non-affiliates of the registrant was approximately $871,918,267 based on the last reported sale price of the registrant's Common Stock as reported on The Nasdaq Stock Market on July 2, 2004. As of February 25, 2005, the registrant had outstanding 22,563,336 shares of Common Stock. Portions of the following documents have been incorporated herein by reference to the extent indicated herein: Littelfuse, Inc. Proxy Statement for the 2005 Annual Meeting of Stockholders (the "Proxy Statement") --Part III. Littelfuse, Inc. Annual Report to Stockholders for the year ended January 1, 2005 (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. The Company serves customers in three major product areas of the circuit protection market: electronic, automotive and electrical. In the electronic market, the Company supplies leading manufacturers such as Alcatel, Celestica, Compaq, Delta, Flextronics, Fuji, GE, HP, Huawei, Hughes, IBM, Intel, Jabil, Legend, LG, Matsushita, Motorola, Nokia, Palm, Quanta, Samsung, Sanmina-SCI, Sanyo, Selectron, Siemens, Sony and Toshiba. In the automotive market, the Company's customers include major automotive manufacturers in North America, Europe and Asia such as BMW, DaimlerChrysler, Ford Motor, General Motors, Honda Motor, Hyundai and Toyota. The Company also supplies wiring harness manufacturers and auto parts suppliers worldwide, including Alcoa Fujikawa, Auto Zone, Delphi, Lear, Pep Boys, Siemens VDO and Yazaki. In the electrical market, the Company supplies representative customers such as Abbott, Carrier, Dow Chemical, DuPont, GE, General Motors, Heinz, International Paper, John Deere, Lithonia Lighting, Marconi, Merck, Otis Elevator, Poland Springs, Procter & Gamble, Rockwell and 3M. See "Business Environment: Circuit Protection Market." The Company manufactures many of its products on fully integrated manufacturing and assembly equipment. The Company maintains product quality through a Global Quality Management System with all manufacturing sites certified under ISO 9001:2000. In addition, several of the Littelfuse manufacturing sites are also certified under TS 16949 and ISO 14001. The Company's products are sold worldwide through a direct sales force and manufacturers' representatives. For the year ended January 1, 2005, approximately 60.4% of the Company's net sales were to customers outside the United States (exports and foreign operations). References herein to "2002" or "fiscal 2002" refer to the fiscal year ended December 28, 2002. References herein to "2003" or "fiscal 2003" refer to the fiscal year ended January 3, 2004. References herein to "2004" or "fiscal 2004" refer to the fiscal year ended January 1, 2005. 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 as well as on the website maintained by the SEC at http://www.sec.gov. BUSINESS ENVIRONMENT: CIRCUIT PROTECTION MARKET The Company serves customers in three major product areas of the circuit protection market: electronic, automotive and electrical. Net sales by product area for the periods indicated are as follows: FISCAL YEAR (IN THOUSANDS) ----------------------------------------- 2004 2003 2002 ----------- ----------- ----------- Electronic $ 325,627 $ 206,523 $ 150,838 Automotive 114,736 98,327 98,235 Electrical 59,879 34,560 34,194 ----------- ----------- ----------- Total $ 500,242 $ 339,410 $ 283,267 =========== =========== =========== 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, (7) power switching components, and (8) fuseholders, blocks and other. 2

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 these products under the following trademarked and brand names: PICO(R) II and NANO2 (R) SMF. 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's product line offers both radial leaded and surface mount products. 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. 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. The Company markets these products under the following trademarked brand names: TECCOR(R), SIDACtor(R) and Battrax(R). 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. Power switching components are used to regulate energy to various type loads most commonly found in industrial and home equipment. These components are easily activated from simple control circuits or interfaced to computers for more complex load control. Typical applications include heating, cooling, battery chargers and lighting. In addition to the above products, the Company is also a supplier of fuse holders (including OMNI-BLOK(R)), fuse blocks 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 100 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, Asian 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 most 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 3

patented MINI(R) fuses to Asian automotive OEMs and wire harness manufacturers. See "Business - Patents, Trademarks and Other Intellectual Property" and "- Competition." ELECTRICAL PRODUCTS The Company entered the electrical market in 1983 and manufactures and sells a broad range of low-voltage and medium-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, Irving, Texas, Swindon, UK, Witten and Dunsen, Germany and Dundalk, Ireland. The Product Technology Department maintains a staff of engineers, chemists, material 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 ranges from several months to 18 months based on complexity of development with continuous efforts to reduce the development cycle. During fiscal years 2004, 2003 and 2002, the Company expended $17.6 million, $8.7 million and $8.3 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 January 1, 2005, the Company owned 162 patents in North America, 70 patents in the European Economic Community and 25 patents in other foreign countries. The Company has also registered trademark protection for certain of its brand names and logos. The 162 North American patents are in the following product categories: 109 electronic, 26 automotive, 27 electrical . 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 Asian-based automotive OEMs and wire harness 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 $0.5 million, $0.4 million and $0.4 million for fiscal 2004, 2003 and 2002, respectively. 4

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. In addition, the Company fabricates silicon wafers for certain applications and performs its own plating (silver, nickel, zinc, tin and oxides). 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, raw silicon, solder and various gases. The Company depends upon a sole source for several heat resistant plastics and zinc. The Company believes that suitable alternative 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 and our laboratories test new products, prototype concepts and production run samples. The Company participates in "Just-in-Time" delivery programs and with many of its major suppliers and actively promotes the building of strong cooperative relationships with its suppliers by utilizing Early Supplier Involvement techniques and involving them in pre-engineering product and process development. MARKETING The Company's domestic sales and marketing staff of over 75 people maintains relations with major OEMs and distributors. The Company's sales, marketing and engineering personnel interact directly with the OEM engineers to ensure appropriate 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, France, Germany, Spain, 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, New Zealand 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 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. ELECTRICAL 5

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 regional sales managers and 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 geographic business segments: Americas, Europe and Asia-Pacific. For information with respect to the Company's operations in its three geographic areas for the fiscal year ended January 1, 2005, see Business Segment Information included as part of "Item 8. Financial Statements and Supplementary Data"- 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 2004, 2003 and 2002 fiscal years, net sales to customers outside the United States (exports and foreign operations) accounted for approximately 60.4%, 55.9% and 53.7%, 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., and STMicroelectronics. In the automotive market, the Company's competitors, both in sales to automobile manufacturers and in the aftermarket, include Bussmann Division of Cooper Industries 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 January 1, 2005, was approximately $49.0 million, compared to $55.4 million at January 3, 2004. Substantially all of the orders currently in backlog are scheduled for delivery in 2005. EMPLOYEES As of January 1, 2005, the Company employed 5,822 persons. Approximately 40 employees in the U.S., 1,430 employees in Mexico, 135 employees in Ireland and 541 employees in Germany are covered by collective bargaining agreements. The U.S. agreement expires on March 31, 2005 for 40 employees, the Mexico agreement expires February 28, 2006 for 1,430 employees, the Ireland agreement expires December 31, 2006 for 135 employees, and the Germany agreement expires December 31, 2005 for 459 employees and February 28, 2006 for 82 employees. 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 facilities located in Ireland and Irving, Texas. The Ireland facility was acquired in October 1999 in connection with the acquisition of the Harris suppression products division. Certain containment actions haven been ongoing and full disclosure with appropriate agencies in Ireland has been initiated. The Company received an indemnity from Harris Corporation with respect to these matters. The Irving, Texas facility lease was assumed in July 2003 in connection with the acquisition of Teccor Electronics, Inc. The Company is taking the appropriate measures 6

to bring this facility into compliance with Texas environmental laws, and the Company also received an indemnity from Invensys plc with respect to this matter. Heinrich Industries, AG ("Heinrich"), acquired by the company in May 2004, is responsible for maintaining coal mine shaft entrances and is compliant with German regulations pertaining to the maintenance of the mines. 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 35 owned or leased facilities worldwide, representing an aggregate of approximately 1,725,004 square feet. The U.S. headquarters and largest manufacturing facility are located in Des Plaines, Illinois, supported by the Company's North American distribution center in nearby Elk Grove Village, Illinois. The Company has additional North American manufacturing facilities in Arcola, Illinois, Irving, Texas and two plants in Mexico. The European headquarters and primary European distribution centers are in the Netherlands and Germany, with manufacturing plants in England, Ireland, Switzerland, Germany, Poland and Hungary. Asian operations include sales and distribution centers located in Singapore, Taiwan, Japan, China 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 Irving, Texas Administrative, 101,000 Leased 2005 Electronic Engineering, Manufacturing, Testing and Research Brownsville, Texas Distribution 20,000 Leased 2009 Electronic Matamoros, Mexico Manufacturing 77,500 Leased 2005 Electronic Matamoros, Mexico Administrative, 14,000 Leased 2005 Electronic Manufacturing Arcola, Illinois Manufacturing 36,000 Owned - Electrical Atlanta, Georgia Sales 16,866 Owned - Electronic Piedras Negras, Mexico Manufacturing, 208,995 Leased 2007 Electronic and Electrical Piedras Negras, Mexico Warehousing 5,000 Leased 2005 Electronic and Electrical Redditch, England Sales 450 Leased 2006 Electronic Swindon, England Manufacturing 55,000 Owned - Electronic 7

Utrecht,the Netherlands Sales, 34,642 Owned - Auto and Electronic Administrative and Distribution Grenchen, Switzerland Manufacturing 11,000 Owned - Auto Germany Administrative 83,682 Owned - Auto, Electronic, Electrical Dunsen, Germany Manufacturing, Sales 36,765 Owned - Auto Eltville, Germany Manufacturing, Sales 74,862 Owned - Electrical Schwabach, Germany Manufacturing, Sales 10,395 Leased 2005 Electrical Uebigau, Germany Manufacturing 63,099 Owned - Electrical Witten, Germany Manufacturing, Sales 168,939 Owned - Electronic Ungarn, Hungary Manufacturing, Sales 17,496 Leased 2005 Electrical Polska, Poland Sales 3,420 Leased 2005 Electrical LEASE SIZE LEASE/ EXPIRATION LOCATION USE (SQ.FT.) OWN DATE PRIMARY PRODUCT - ----------------- ------------- -------- ------ ---------- ------------------- Singapore Sales and 15,696 Leased 2006 Electronic & Auto Distribution Seoul, Korea Sales 4,589 Leased 2005 Electronic and Auto Philippines Manufacturing 58,127 Owned - Electronic Dongguan, China Manufacturing 33,327 Leased 2007 Electronic Dongguan, China Manufacturing 13,230 Leased 2007 Electrical Suzhou, China Manufacturing 43,913 Owned - Electronic Suzhou, China Warehousing 26,039 Leased 2006 Electronic Hong Kong, China Sales 2,000 Leased 2006 Electronic Hong Kong Sales 3,636 Leased 2005 Electronic Taipei, Taiwan Sales 255 Leased 2007 Electronic Yokohama, Japan Sales 6,243 Leased 2005 Electronic Yokohama, Japan Distribution 17,858 Leased 2005 Electronic Sao Paulo, Brazil Sales 800 Leased 2005 Electronic & Auto Dundalk, Ireland Manufacturing 120,000 Owned - Electronic & Auto Properties with lease expirations in 2005 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 2004. 8

EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company are as follows: NAME AGE POSITION ---- --- -------- Howard B. Witt.................................. 64 Chairman, President and Chief Executive Officer (1) Gordon Hunter................................... 53 Chief Operating Officer(2) Kenneth R. Audino............................... 61 Vice President, Organizational Development and Total Quality Management Philip G. Franklin.............................. 53 Vice President, Operations Support and Chief Financial Officer Dal Ferbert..................................... 50 Vice President and General Manager of the Electrical Business Unit David W. Heinzmann.............................. 41 Vice President and General Manager of the Automotive Business Unit David R. Samyn.................................. 44 Vice President and General Manager of the Electronics Business Unit Elizabeth C. Calhoun............................ 43 Vice President, Human Resources Mary S. Muchoney................................ 59 Corporate Secretary (1) Retired December 31, 2004, currently serves as a director. (2) Chairman, President and Chief Executive Officer effective January 1, 2005. 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. As of January 1, 2005, Mr Witt retired from the position of Chairman, President and Chief Executive Officer. 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 Directors. He also serves as a director of the Artisan Mutual Fund. Gordon Hunter, Chief Operating Officer, had the responsibility for global sales and production. As of January 1, 2005, Mr. Hunter assumed the role of Chairman, President and Chief Executive Officer. Mr. Hunter has been a member of the Board of Directors of the Company since June 2002, where he has served as Chairman of the Technology Committee. Prior to joining Littelfuse, Mr. Hunter was employed with Intel Corporation, where he was Vice President, Intel Communications Group, and General Manager, Optical Products Group responsible for managing the access and optical communications business segments, from 2002 to 2003. From 1997 to 2002, he also served as a Vice President for Raychem Corporation. His experience includes 20 years with Raychem Corporation in the United States and Europe, with responsibilities in sales, marketing, engineering and general management. 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 and Des Plaines product evaluation laboratories. 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, Operations Support and Chief Financial Officer, has responsibility for 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. 9

Dal Ferbert, Vice President and General Manager of the Electrical Business Unit, is responsible for the management of daily operations, sales, marketing and strategic planning efforts of the Electrical Business Unit (POWR-GARD Products). Mr. Ferbert joined the Company in 1976 as a member of the electronic distributor sales team. From 1980 to 1989 he served in the Materials Management Department as a buyer and then Purchasing Manager. In 1990, he was promoted to National Sales Manager of the Electrical Business Unit and then promoted to his current position in 2004. David W. Heinzmann, Vice President and General Manager of the Automotive Unit, is responsible for marketing, sales, product development and manufacturing for all automotive customers and products. Mr. Heinzmann began his career at the Company in 1985, and possesses a broad range of experience within the organization. He has held positions as a Manufacturing Manager, Quality Manager, Plant Manager and Product Development Manager. Mr. Heinzmann also served as Director of Global Operations of the Electronics Business Unit from early 2000 through 2003. David R. Samyn, Vice President and General Manager of the Electronics Unit, is responsible for marketing, sales, product development and manufacturing for all electronics customers and products. Mr. Samyn joined the Company's management team in January 2003 as General Manager of the Electronics Business Unit. Prior to joining the Company, Mr. Samyn served as Vice President - Global Sales with Airfiber, Inc., an optical wireless telecom company in San Diego, CA from 2001 to 2003. Before that, Mr. Samyn spent five years with ADC Telecommunications where he took on global sales and marketing responsibilities. Elizabeth Calhoun, Vice President, Director of Human Resources, has responsibility for the worldwide human resource function. Ms. Calhoun joined the Company in November 2004 with over seventeen years of experience in human resources. Prior to joining Littelfuse, she was Director , Human Resources - Home Services for Sears Roebuck and Company in Hoffman Estates, IL from 2002 to 2004. Ms. Calhoun's career also includes human resources management positions with Pepsi Bottling Group, Inc., from 1995 to 2002. 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. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information set forth under "Quarterly Stock Prices" on page 42 of the Annual Report to Stockholders is incorporated herein by reference. As of February 26, 2005, there were 173 holders of record of the Company's Common Stock and approximately 5000 beneficial holders of its Common Stock. Shares of the Company's Common Stock are 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. There were no stock repurchases made in the fourth quarter of fiscal year 2004. ITEM 6. SELECTED FINANCIAL DATA The information set forth under "Selected Financial Data - Five Year Summary" on page 42 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 15 through 21 of the Annual Report to Stockholders is incorporated herein by reference. 10

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The information set forth under "Market Risk" on page 20 of the Annual Report to Stockholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Reports of Independent Registered Public Accounting Firm and the Consolidated Financial Statements and notes thereto of the Company set forth on pages 23 through 42 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. ITEM 9A. CONTROLS AND PROCEDURES DISCLOSURE 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 Securities and Exchange 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. As of the end of the period covered by this Annual Report on Form 10-K for January 1, 2005, 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 during the period covered by this Report that could materially affect these controls or could reasonably be expected to materially affect the Company's internal control reporting, disclosures and procedures subsequent to the last day they were evaluated by the Chief Executive Officer and Chief Financial Officer of the Company. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Littelfuse, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-(f). Littelfuse, Inc.'s internal control system was designed to provide reasonable assurance to the Company's management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation. An internal control significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Littelfuse, Inc.'s management assessed the effectiveness of the Company's internal control over financial reporting as of January 1, 2005 based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This assessment identified material weaknesses in the Company's approval process over journal entries and a lack of adequate controls over the accounting for foreign currency translations. Specifically, certain managers had the ability to record journal entries of significant amounts in the Company's consolidation process without adequate review or supporting documentation. Additionally, a number of adjustments to the amounts reported in the Consolidated Balance Sheet and Statement of Cash Flows were needed due to the failure and lack of controls mentioned above. The Company recorded an adjustment to increase both accrued liabilities and inventory without adequate support review that was subsequently corrected after it was determined it was recorded in error. The increase in accrued liabilities should have been an increase to foreign currency translation. Additionally, two significant adjustments were made to correct the amount reported as "Effect of exchange rate changes in cash" in the consolidated statements of Cash Flows, which impacted cash flows from operating activities and cash flows from financing activities. Because of the material weaknesses described above, management concluded that, as of January 1, 2005, the Company's internal control over financial reporting was not effective based on those criteria. Littelfuse, Inc.'s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our assessment of the Company's internal control over financial reporting and the effectiveness of the Company's internal control over financial reporting. Their report appears on page 24 of the Annual Report in Exhibit 13.1. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There was no change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS The company has implemented the following remediation steps to address the material weakness discussed above: - - Additional procedures have been implemented over the journal entry approval process. - - The Company will hire additional financial reporting personnel who have relevant experience with foreign currency translation. - - Additional procedures will be implemented to review on a quarterly basis the foreign currency translation component of accumulated comprehensive income and the impact of foreign exchange on cash and cash equivalents. ITEM 9B. OTHER INFORMATION None. 11

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. The Company maintains a code of ethics for our chief executive officer and senior financial officers, which is available for public viewing on the Company's web site (www.littelfuse.com) under the heading "Investors - Corporate Governance." 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 Proxy Statement 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 NUMBER OF SECURITIES REMAINING AVAILABLE TO BE ISSUED UPON WEIGHTED-AVERAGE FOR FUTURE ISSUANCE EXERCISE OF EXERCISE PRICE OF UNDER EQUITY PLAN CATEGORY OUTSTANDING OPTION OUTSTANDING OPTIONS COMPENSATION PLANS - ------------------------------ -------------------- ------------------- -------------------- Equity compensation plans approved by security holders 1,650,440 $ 26.97 439,030 Equity compensation plans not approved by security holders 10,000 $ 23.48 15,000 Total 1,660,440 $ 26.97 454,030 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information set forth under "Audit and Non-Audit Fees" in the Proxy Statement is incorporated herein by reference. Information relating to the Company's auditors and the Audit Committee's pre-approval policies can be found under the caption "Report of the Audit Committee" in the Proxy Statement which is incorporated herein by reference. PART IV 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. 12

(i) Reports of Independent Registered Public Accounting Firm (pages 23-24). (ii) Consolidated Balance Sheet as of January 1, 2005, and January 3, 2004 (page 25). (iii) Consolidated Statements of Income for the years ended January 1, 2005, January 3, 2004, and December 28, 2002 (page 26). (iv) Consolidated Statements of Cash Flows for the years ended January 1, 2005, January 3, 2004, and December 28, 2002 (page 27). (v) Consolidated Statements of Shareholders' Equity for the years ended January 1, 2005, January 3, 2004, and December 28, 2002 (page 28). (vi) Notes to Consolidated Financial Statements (pages 29-42). (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 16-17. (b) Exhibits See Exhibit Index on pages 16 to 17. (c) Financial Statement Schedules 13

LITTELFUSE, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS) ADDITIONS CHARGED TO BALANCE AT COSTS AND OTHER BALANCE AT BEGINNING EXPENSES DEDUCTIONS INCREASES END OF DESCRIPTION OF YEAR (A) (B) (C) YEAR - ---------------------------------- ---------- --------- ---------- ---------- ---------- Year ended January 1, 2005 Allowance for losses on accounts receivable............ $ 1,042 $ 1,136 $ 486 $ - $ 1,692 ======== ======= ======== ======== ======== Reserves for sales discounts and allowances................. $ 6,428 $ 2,112 $ 2 $ - $ 8,538 ======== ======= ======== ======== ======== Valuation allowance for deferred tax assets............ $ 2,666 $ 1,099 $ - $ 2,758 $ 6,523 ======== ======= ======== ======== ======== Year ended January 3, 2004 Allowance for losses on accounts receivable............ $ 1,067 $ 50 $ 75 $ - $ 1,042 ======== ======= ======== ======== ======== Reserves for sales discounts and allowances................. $ 6,263 $ 165 $ - $ - $ 6,428 ======== ======= ======== ======== ======== Valuation allowance for deferred tax assets............ $ 1,785 $ 96 $ - $ 785 $ 2,666 ======== ======= ======== ======== ======== 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 ======== ======= ======== ======== ======== Valuation allowance for deferred tax assets............ $ 392 $ - $ - $ 1,393 $ 1,785 ======== ======= ======== ======== ======== (A) Includes acquired balances of $334 for Heinrich and $50 for Teccor in fiscal year 2004 and 2003, respectively, for allowance for losses on accounts receivable. (B) Write-off of uncollectible accounts, net of recoveries and foreign currency translation. (C) Represents additional allowances for foreign operating losses. 14

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/ Gordon Hunter ------------------------------- Gordon Hunter, Chairman, President and Chief Executive Officer Date: March 17, 2005 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 16, 2005. /s/ Gordon Hunter Chairman of the Board, President and Chief - ---------------------------- Executive Officer (Principal Executive Officer) Gordon Hunter /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/ Ronald L. Schubel Director - ---------------------------- Ronald L. Schubel /s/ Howard B. Witt Director - ---------------------------- Howard B. Witt /s/ Philip G. Franklin Vice President, Operations Support and - ---------------------------- Chief Financial Officer Philip G. Franklin (Principal Financial and Principal Accounting Officer) 15

LITTELFUSE INC. INDEX TO EXHIBITS NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 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 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). 4.2 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). 10.1 Employment Agreement dated as of August 8, 2003, between Littelfuse, Inc. and Howard B. Witt (filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended September 27, 2003 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.2 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). 10.3 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). 10.4 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). 10.5 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). 10.6 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). 10.7 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). 10.8 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). 10.9 Change of Control Employment Agreement dated as of November 3, 2003, between Littelfuse, Inc. and Gordon Hunter (filed as exhibit 10.10 to the Company's Form 10-K for the annual period ended January 3, 2004 (1934 Act File No. 0-20388) and incorporated herein by reference (other executives named in this Form 10-K but not listed in this Exhibit Index as having a Change of Control Employment Agreement are parties to agreements substantially similar to this agreement)). 10.10 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). 10.11 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). 16

NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 10.12 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). 10.13 Bank credit agreement among Littelfuse, Inc., as borrower, the lenders named therein and the Bank of America N.A., as agent, dated as of August 26, 2003 (filed as exhibit 4.1 to the Company's Form 10-Q for the quarterly period ended September 27, 2003 (1934 Act File No. 0-20388 and incorporated herein by reference). 10.14 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). 10.15 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). 10.16 First Amendment to the Littelfuse, Inc. Retirement Plan (filed as exhibit 4.5 to the Company's Form 10-K for the fiscal year ended December 28, 2002 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.17 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). 10.18 First Amendment to Employment Agreement dated as of December 31, 2004, between Littelfuse, Inc. and Howard B. Witt. 10.19 Consulting Agreement dated as of January 1, 2005, between Littelfuse, Inc. and Howard B. Witt. 10.20 Letter Agreement dated November 8, 2004, between Littelfuse, Inc. and Kenneth R. Audino. 10.21 Change of Control Employment Agreement dated as of November 8, 2004, between Littelfuse, Inc. and Elizabeth Calhoun. 10.22 Form of Non-Qualified Stock Option Agreement under the 1993 Stock Plan For Employees and Directors of Littelfuse, Inc. for employees of the Company (filed as exhibit 99.1 to the Company's Current Report on Form 8-K dated November 8, 2004 (1934 Act File No. 0-20388) and incorporated herein by reference). 10.23 Form of Specimen Performance Shares Agreement under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. 10.24 Form of Specimen Non-Qualified Stock Option Agreement under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. for non-employee directors of the Company. 10.25 Summary of Executive Officer Compensation. 10.26 Summary of Director Compensation. 13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal year ended January 1, 2005. 14.1 Code of Ethics for Principal Executive and Financial Officers 21.1 Subsidiaries. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Gordon Hunter, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Philip Franklin, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 17

EXHIBIT 10.18 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT is made and entered into as of the 31st day of December, 2004, by and between Littelfuse, Inc., a Delaware corporation (the "Company"), and Howard B. Witt (the "Executive"); WITNESSETH: WHEREAS, the Company and the Executive have heretofore entered into an Employment Agreement dated August 8, 2003 (the "Employment Agreement"); WHEREAS, the term of the Executive's employment with the Company under the Employment Agreement ends on December 31, 2004, at which time the Executive intends to retire; WHEREAS, the Employment Agreement provides that the Executive will not compete for a period of two years after his employment with the Company terminates; and WHEREAS, the Company and the Executive wish to extend the non-competition period for an additional two-year period, all upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto hereby agree as follows: 1. The first sentence of Section 11.1 of the Employment Agreement is hereby amended in its entirety to read as follows: 11.1. During the period that the Executive is employed by the Company and, unless the Executive terminates his employment for Good Reason or the Company terminates his employment other than for Cause, for a period of four years commencing January 1, 2005 (hereinafter said four-year period is referred to as the "Restrictive Period"), the Executive agrees that the Executive will not (i) own or have any interest, directly or indirectly, in, or act as an officer, director, employee, consultant, agent or representative of, or assist in any way or in any capacity, any Competitor (as such term is hereinafter defined); or (ii) directly or indirectly entice, induce or in any manner influence any person who is, or shall be, in the service of the Company or any of its Affiliates (as such term

is hereinafter defined) to leave such service for the purpose of owning or having any interest, directly or indirectly, in, or being employed by or associated with any Competitor. 2. In consideration for the Executive agreeing to extend the non-competition period under his Employment Agreement for an additional two years, the Company agrees to pay to the Executive Two Hundred Thousand Dollars ($200,000) on or before January 15, 2005. 3. Except as specifically amended hereby, the Employment Agreement shall remain unchanged and continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the First Amendment as of the day and year first above written. LITTELFUSE, INC. By /s/ Philip Franklin /s/ Howard B. Witt ---------------------------- -------------------------- Its Vice President Howard B. Witt ------------------------ -2-

EXHIBIT 10.19 CONSULTING AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of January, 2005, by and between LITTELFUSE, INC., a Delaware corporation (the "Company"), and HOWARD B. WITT (the "Consultant"); WITNESSETH: WHEREAS, the Company wishes to retain the services of the Consultant in connection with its business, all upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto hereby agree as follows: 1. Consulting Period. The Company agrees to retain the consulting services of the Consultant, and the Consultant agrees to render such consulting services to the Company, subject to the terms and conditions of this Agreement, for the period beginning January 1, 2005, and ending on December 31, 2006 (the "Consulting Period"). 2. Consulting Services. During the Consulting Period, the Consultant agrees to provide such consulting services as may be reasonably requested by the President or the Board of Directors of the Company from time to time, but in no event shall the Consultant be required to work more than 40 hours during any calendar month. 3. Compensation. During the Consulting Period, the Company agrees to pay the Consultant $22,916.66 each month as compensation for any consulting services rendered by the Consultant hereunder. 4. Serving as a Director. During the Consulting Period, the Consultant agrees, if requested by the Board of Directors of the Company and elected by the stockholders of the Company, to serve as a director of the Company. If the Consultant is elected as a director of the Company, in addition to the compensation provided for in Section 3 hereof, the Consultant will be paid for his services as a director the compensation paid to the other non-employee directors of the Company for their services as directors of the Company 5. Termination. 5.1. The Company may terminate this Agreement at any time during the Consulting Period upon written notice to the Consultant in the event that the Consultant (i) willfully and

continually fails to perform the consulting services provided for in this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) and such failure is not cured within twenty days to the reasonable satisfaction of the Board of Directors of the Company; or (ii) engages in any illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. 5.2. In the event the Company terminates this Agreement pursuant to Section 5.1 hereof: (i) the Company shall pay to the Consultant the compensation provided for in Section 3 hereof accrued up to the date of such termination and shall have no further obligation to pay the Consultant any other compensation under this Agreement for consulting services with respect to any period before or after the date of such termination; and (ii) if requested by the Board of Directors of the Company, the Consultant will resign as a director of the Company. 6. Working Facilities. During the Consulting Period, the Consultant shall be furnished with office space, furnishings, secretarial assistance and such other facilities and services as the President or the Board of Directors of the Company shall decide are reasonably necessary for the performance of the Consultant's consultant services hereunder; provided, however, that the Company agrees that, so long as Mary Muchoney is reasonably available for this purpose, the Consultant shall be afforded the part-time administrative and secretarial services of Mary Muchoney during the Consulting Period. 7. Expenses. During the Consulting Period, the Company will reimburse the Consultant for such reasonable business expenses which are incurred by the Consultant in performing his duties hereunder upon the presentation by the Consultant from time to time (and at least monthly) of an itemized account of such expenditures containing such detail as may be reasonably required by the President or the Board of Directors of the Company. 8. Independent Contractor. The Consultant shall be and remain an independent contractor during the Consulting Period and shall not be deemed to be an employee of the Company for any purpose whatsoever and shall not have, nor shall the Consultant hold the Consultant out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name, or binding upon the Company, unless the Company shall consent thereto in writing. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 10. Notices. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below with telephone confirmation of receipt, or when sent by recognized overnight courier or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: -2-

If to the Company: Littelfuse, Inc. 800 E. Northwest Highway Des Plaines, Illinois 60016 Attention: President Facsimile: (847) 824-3865 Confirm: (847) 391-0304 If to the Consultant: Howard B. Witt 93-A Bateman Road Barrington Hills, Illinois 60010 Facsimile: _________________ Confirm: (847) 382-5821 Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto. Each notice, request, demand, approval or other communication which is sent in accordance with this Section shall be deemed delivered, given and received for all purposes of this Agreement as of two business days after the date of deposit thereof for mailing in a duly constituted United States post office or branch thereof, one business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission. Notice given to a party hereto by any other method shall only be deemed to be delivered, given and received when actually received in writing by such party. 11. Retirement. The Company and the Consultant agree that the Consultant shall be deemed to have retired as an employee of the Company for all purposes on the day preceding the date of this Agreement. 12. Indemnification. Each party hereto agrees to indemnify the other party hereto against, and to hold it or him harmless from, any and all claims, lawsuits, losses, damages, expenses, costs and liabilities, including, without limitation, court costs and attorneys' fees, which the other party may sustain as a result of, or in connection with, either directly or indirectly, the other party's breach or violation of any of the provisions of this Agreement. 13. Entire Agreement. This Agreement supersedes all prior agreements and understandings of, and constitutes the entire agreement between, the parties hereto with respect to the subject matter hereof and no modification or amendment of, or waiver under, this Agreement shall be valid unless in writing and signed by the Consultant and an officer of the Company pursuant to express authority granted by the Board of Directors of the Company. -3-

14. Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the day and year first above written. LITTELFUSE, INC. By /s/ Philip Franklin /s/ Howard B. Witt ------------------------- ---------------------------------- Its Vice President Howard B. Witt ------------------------ -4-

EXHIBIT 10.20 November 8, 2004 Mr. Kenneth R. Audino Littelfuse, Inc. 800 East Northwest Highway Des Plaines, Illinois 60016 Dear Ken: You have advised us that it is your intention to retire from Littelfuse shortly after you reach age 62. You have also expressed a concern that, given the recent changes in Littelfuse management, you may not be allowed to remain an employee of Littelfuse until reaching age 62. You are considered a valuable member of the Littelfuse management team. Accordingly, in order to allay any concern you may have regarding your continued employment with Littelfuse, Littelfuse agrees that your employment will not be terminated by Littelfuse any sooner than March 1, 2006, unless you are "Terminated for Cause," as such term is defined in the Littelfuse, Inc. Supplemental Executive Retirement Plan. During this period, your salary will not be decreased and you will continue to be eligible for all of the benefits to which you would otherwise be entitled under the Littelfuse bonus, stock option, performance shares (but only if the three-year performance period with respect to a particular grant will expire prior to March 1, 2006), SERP, pension, 401(k), and medical plans. Additionally, your change in control agreement will remain in place. Very truly yours, LITTELFUSE, INC. By: /s/ Gordon Hunter ---------------------------- Gordon Hunter, Chief Operating Officer

EXHIBIT 10.21 CHANGE OF CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 8th day of November, 2004, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the "Company"), and ELIZABETH CALHOUN (hereinafter referred to as the "Executive"); W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (hereinafter referred to as the "Board") has determined that it is in the best interests of the Company and its stockholders to provide the Executive with certain protections against the uncertainties usually created by a Change of Control (as such term is hereinafter defined); and WHEREAS, the Board believes that the protections provided to the Executive in connection with a Change of Control will better enable the Executive to devote her full time, attention and energy to the business of the Company prior to and after a Change of Control, thereby benefitting the Company and its stockholders; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the Executive hereby agree as follows: Section 1. Certain Definitions. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section 1(b) hereof) on which a Change of Control (as defined in Section 2 hereof) occurs. Notwithstanding anything to the contrary contained in this Agreement, if a Change of Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. (b) The "Change of Control Period" shall mean the period commencing on the date hereof and ending on September 1, 2006.

Section 2. Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean: (a) The acquisition in one or more transactions by any individual, entity or group (hereinafter referred to collectively as a "Person") within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (hereinafter referred to as the "Exchange Act"), of beneficial ownership (within the meaning of, and calculated in accordance with, Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (hereinafter referred to as the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (hereinafter referred to as the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2 or (v) any acquisition by Oaktree Capital Management, LLC, a California limited liability company, or any of its Affiliates or Associates (as used herein, the terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act); or (b) Individuals who, as of the date hereof, constitute the Board (hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (hereinafter referred to as a "Business Combination") unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in -2-

substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company within one year after a Business Combination. Section 3. Employment Period. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to remain as an employee of the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the "Employment Period"). Section 4. Terms of Employment. (a) Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall -3-

not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. (b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (hereinafter referred to as the "Annual Base Salary"), which shall be paid at a monthly rate, equal to at least twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (ii) Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (hereinafter referred to as the "Annual Bonus") in cash at least equal to the Executive's highest bonus under the Company's incentive bonus program or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (hereinafter referred to as the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and -4-

programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. Section 5. Termination of Employment. (a) Disability. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give written notice to the Executive of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after delivery of such notice to the Executive (the "Disability -5-

Effective Date"), provided that, within the 30 days after such delivery, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties and such failure is not cured within sixty (60) calendar days after receipt of such written demand; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board of Directors of the Company shall be considered "willful" unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company; provided, however, that no other act or failure to act on the part of the Executive, shall be considered "willful," unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. (c) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) the Executive is not elected to, or is removed from, any elected office of the Company which the Executive held immediately prior to the Effective Date; -6-

(ii) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position, authority, duties or responsibilities as contemplated by Section 4(a) hereof, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or (v) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement. For purposes of this Section 5(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) hereof. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of delivery of such notice, specifies the termination date (which date shall be not more than 30 days after the delivery of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of delivery of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive's employment is terminated by the Executive without Good Reason, the last day of employment of the Executive with the Company. -7-

Section 6. Obligations of the Company upon Termination. (a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate her employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest Annual Bonus") multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 plus (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) two multiplied by (2) the sum of (x) the Executive's Annual Base Salary plus (y) the Highest Annual Bonus; (ii) during the two years following the Date of Termination, the Company shall continue to provide medical insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the medical insurance benefits described in Section 4(b)(iv) hereof if the Executive's employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical insurance benefits under another employer-provided plan, the medical insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iii) for a period of up to two (2) years after the Date of Termination, the Company shall provide outplacement services to the Executive for the purpose of assisting the Executive seek new employment at a cost to the Company not to exceed fifteen percent (15%) of the Executive's Annual Base Salary, payable directly to an outplacement service provider; provided, however, that the Company shall have no further obligations to pay for any such outplacement services once the Executive has accepted employment with any third party; -8-

(iv) notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates (the "Plans"), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of twelve (12) months after the Date of Termination; (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be referred to collectively as the "Other Benefits"); and (vi) notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive's employment shall be terminated during the Employment Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the Date of Termination the Executive shall not be bound or prejudiced by any non-competition agreement benefitting the Company or its subsidiaries. (b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations by the Company to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term "Other Benefits" as utilized in this Section 6(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date. (c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations by the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term "Other Benefits" as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies -9-

relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date. (d) Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) her Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates her employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination and the Company shall timely pay or provide the Other Benefits to the Executive. In no event shall the Executive be liable to the Company for any damages caused by such voluntary termination by the Executive nor shall the Executive be in any way restricted from being employed by any other party after such voluntary termination. Section 7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f) hereof, shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. Section 8. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the fullest extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others in which the Executive is the prevailing party and which involves or relates to the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment from the due date thereof until paid at the prime rate from time to time reported in The Wall Street Journal during said period. -10-

Section 9. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (hereinafter referred to collectively as a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 9(c) hereof, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young LLP or such other independent certified public accounting firm as may be designated by the Executive (hereinafter referred to as the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (hereinafter referred to as the "Underpayment") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive -11-

shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance. The Company's control of any such contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, -12-

a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. Section 10. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. The provisions of this Section 10 shall survive any termination of this Agreement or any termination of the employment of the Executive with the Company. Section 11. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. Section 12. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile or other electronic -13-

transmission to the respective facsimile transmission numbers of the parties set forth below with telephone confirmation of receipt, or when sent by recognized overnight courier or by the United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Company: Littelfuse, Inc. 800 E. Northwest Highway Des Plaines, Illinois 60016 Attention: President (unless the Executive is the President, in which case the communication should be to the attention of all of the Directors of the Company other than the Executive) Facsimile: (847) 824-3864 Confirm: (847) 391-0304 If to the Executive: Elizabeth Calhoun 777 Forest Avenue Glen Ellyn, IL 60137 Facsimile:_____________ Confirm: ______________ Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other party hereto. Each notice, request, demand, approval or other communication which is sent in accordance with this Section shall be deemed given and received for all purposes of this Agreement as of two business days after the date of deposit thereof for mailing in a duly constituted United States post office or branch thereof, one business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission. Notice given to a party hereto by any other method shall only be deemed to be given and received when actually received in writing by such party. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to promptly assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to -14-

terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, subject to Section 1(a) hereof and/or any other written agreement between the Executive and the Company, prior to the Effective Date the Executive's employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date upon written notice to the other party, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof. (g) This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Change of Control Employment Agreement as of the day and year first above written. /s/ Elizabeth Calhoun -------------------------------------- Elizabeth Calhoun LITTELFUSE, INC. By /s/ Gordon Hunter ----------------------------------- Its President -------------------------------- -15-

EXHIBIT 10.23 SPECIMEN PERFORMANCE SHARES AGREEMENT THIS PERFORMANCE SHARES AGREEMENT is entered into as of _____________, ______, between ____________ (the "Recipient") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts: A. Pursuant to the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Plan"), the Corporation is authorized to grant awards of rights ("Restricted Units") to acquire shares of its Common Stock, $.01 par value (the "Common Stock"), on a restricted basis as provided in the Plan to officers, directors and employees of the Corporation or any Subsidiary as a reward for past performance or as an incentive for future performance. Capitalized terms used but not otherwise defined herein shall have the same respective meanings as those terms have under the Plan. B. The Corporation desires to grant Restricted Units to the Recipient. NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good and valuable consideration, the parties hereto hereby agree as follows: 1. Grant of Restricted Units. The Corporation hereby grants to the Recipient Restricted Units entitling the Recipient to acquire up to ________ shares of the Common Stock (hereinafter referred to as the "Maximum Restricted Shares Amount"), subject in all respects to the provisions of the Plan and the terms and conditions set forth herein. 2. Number of Restricted Shares Deemed Earned. (a) The number of shares of the Common Stock which the Recipient shall be entitled to be issued or paid for in cash pursuant to this Agreement shall be determined pursuant to the following formula (hereinafter said shares shall be referred to as the "Restricted Shares" and said number of shares resulting from said formula shall be referred to as the "Earned Restricted Shares Amount"): (i) The Recipient shall be deemed to have earned no Restricted Shares in the event that EBITDA Growth is less than ___% or Average RONTA is less than ___%. (ii) The Recipient shall be deemed to have earned ___% of the Maximum Restricted Shares Amount if EBITDA Growth is equal to or greater than ___% but less than ___%, and Average RONTA is equal to or greater than ___% but less than ___%. For each full percentage point above the EBITDA Growth minimum of ___%, the recipient will earn an incremental ___% of the Maximum Restricted Shares Amount, up to a maximum of an additional ___% of the Maximum Restricted Shares Amount. Additionally, for each full percentage point above the Average RONTA minimum of ___%, the recipient will earn an

incremental ___% of the Maximum Restricted Shares Amount up to a maximum of an additional ___% of the Maximum Restricted Shares Amount. Therefore, the Maximum Restricted Shares Amount is earned only when EBITDA Growth is greater than ___% and Average RONTA is greater than ___%. The chart attached hereto as Exhibit A illustrates the application of the foregoing formula. (b) As used herein, the term "EBITDA" shall mean the consolidated net income of the Corporation for each of the _____, _____ and _____ fiscal years of the Corporation (hereinafter said three (3) year period is referred to as the "Performance Period"); provided, however, that in calculating said consolidated net income, no deductions shall be made for any interest, taxes, depreciation or amortization. (c) As used herein, the term "EBITDA Growth" shall mean the compound annual growth rate in EBITDA from fiscal year _____ through fiscal year _____ defined mathematically as follows (but expressed as a percentage): EBITDA Growth = (fiscal year _____ EBITDA / fiscal year _____ EBITDA)1/3 - 1 (d) As used herein, the term "RONTA" shall mean the percentage return on net tangible assets for the Corporation for each of the fiscal years of the Corporation during the Performance Period, calculated for each such fiscal year by dividing the consolidated net income of the Corporation for such fiscal year by the average of the amounts of (x) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the beginning of such fiscal year and (y) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the end of such fiscal year; provided, however, that current liabilities shall not include the current portion of long term debt for purposes of this calculation. (e) As used herein, the term "Average RONTA" shall mean the average RONTA for each of the three fiscal years of the Corporation during the Performance Period. (f) To the extent applicable, all calculations of EBITDA and RONTA, and the components thereof, shall be made in accordance with generally accepted accounting principles consistently applied. (g) In the event that the Corporation shall amend its financial statements for any of its fiscal years _____, _____ or _____ at any time after _____________, _____, and before _____________, _____, so that any of the items used to calculate EBITDA or RONTA for any of those fiscal years are materially changed, the Committee, in its discretion, may make appropriate adjustments to the number of Restricted Shares deemed earned pursuant to Section 2 hereof. (h) In the event that the Corporation or any Subsidiary shall be a party to any merger or consolidation or acquisition of assets, shall sell all or substantially all of its -2-

assets or enter into any other transaction which, in the good faith opinion of the Committee, will have a material effect (either positive or negative) on EBITDA or RONTA during the Performance Period or the ability of the Recipient to obtain the economic benefit contemplated by this Agreement, the Committee shall appropriately and reasonably adjust the formula contained in Section 2(a) to provide the Recipient with substantially the same opportunity to obtain substantially the same economic benefit that the Recipient would have if said transaction had not been entered into, said adjustment to be evidenced in a writing delivered by the Corporation to the Recipient. (i) In the event that at anytime from and after the date hereof to and including _____________, _____, there shall occur any changes in the outstanding Common Stock by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidations and the like, the Committee shall appropriately and reasonably adjust the Maximum Restricted Shares Amount, the Earned Restricted Shares Amount, the number of any earned but unissued Restricted Shares and/or the amount of any earned but unpaid Restricted Payments. 3. Issuance of Restricted Shares. In the event that the Recipient is deemed to have earned any Restricted Shares pursuant to the provisions of Section 2 hereof, a certificate or certificates representing that number of shares of the Common Stock which is equal to one-half (1/2) of the Earned Restricted Shares Amount shall be issued in the Recipient's name as of _____________, _____, and as soon as reasonably practical after the delivery by the Recipient to the Corporation of a stock power signed in blank by the Recipient with respect to such Restricted Shares and in a form which is acceptable to the Corporation which may be used by the Corporation to cancel such Restricted Shares in accordance with the provisions of the Plan and this Agreement. Upon issuance of the certificate or certificates for such Restricted Shares, the Recipient shall be a stockholder with respect to such Restricted Shares and shall have all the rights of a stockholder with respect to such Restricted Shares, including but not limited to, the right to vote such Restricted Shares and to receive dividends and other distributions paid with respect to such Restricted Shares. The certificate or certificates representing such Restricted Shares, together with the executed stock power, shall be held in custody by the Corporation or an agent therefor pursuant to the provisions of the Plan for the account of the Recipient. 4. Payment of Cash in Lieu of Issuance of Restricted Shares. In the event that the Recipient is deemed to have earned any Restricted Shares pursuant to the provisions of Section 2 hereof, the Corporation shall pay to the Recipient on each of _____________, _____, _____ and _____ an amount in cash (in lieu of the issuance of Restricted Shares) equal to the product of (i) one-sixth (1/6th) of the Earned Restricted Shares Amount multiplied by (ii) the Market Price of the Common Stock on such date (hereinafter referred to as a "Restricted Payment"). As used herein, the term "Market Price" shall mean (x) if the Common Stock is Duly Listed, the closing price of the Common Stock on the date in question as reported on either a national securities exchange or on The Nasdaq Stock Market or, if there were no sales on that date, on the next preceding day on which there were sales or (y) if the Common Stock is not Duly -3-

Listed, the fair market value of the Common Stock on the date in question as determined by the Committee in good faith. 5. Restrictions. The Restricted Units awarded pursuant to this Agreement and any Restricted Shares or Restricted Payments which may be deemed to be earned or owing with respect thereto shall be subject to the following terms and conditions (the "Restrictions"): (i) the Recipient shall not be entitled to delivery of a certificate representing the Restricted Shares until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof; (ii) none of the Restricted Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of; (iii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof; (iv) all of the Restricted Units shall be forfeited and cancelled and all rights of the Recipient to such Restricted Units and any Restricted Shares or Restricted Payments which may be deemed to be earned or owing with respect thereto shall terminate without further obligation on the part of the Corporation in the event that the Recipient ceases to be an Employee for any reason prior to _____________, _____, for any reason; (v) all of the Restricted Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to _____________, _____, for any reason other than a reason set forth in Section 7 hereof; (vi) two-thirds (2/3rds) of any Restricted Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to _____________, _____, for any reason other than a reason described in Section 7 hereof; (vii) one-third (1/3rd) of any Restricted Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to _____________, _____, for any reason other than a reason described in Section 7 hereof; (viii) any right of the Recipient to receive any Restricted Payments pursuant to Section 4 hereof shall be forfeited and cancelled and the Recipient -4-

shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to the applicable payment date for such Restricted Payment for any reason other than a reason described in Section 7 hereof. 6. Vesting of Restricted Shares. The Restrictions respecting the Restricted Shares issued pursuant to Section 3 hereof which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof shall terminate with respect to one-third (1/3rd) of such Restricted Shares on each of _____________, _____, _____________, _____ and _____________, _____. 7. Termination of Restrictions upon Certain Events. The Restrictions shall terminate with respect to all of the Restricted Shares and the Restricted Payments which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof upon the first to occur of the following events: (i) the death of the Recipient; (ii) the Total Disability of the Recipient; (iii) the termination of the employment of the Recipient pursuant to an Eligible Retirement; or (iv) the occurrence of a Change in Control. 8. Issuance of Stock Certificate for Vested Restricted Shares. Upon the termination of the Restrictions respecting any Restricted Shares pursuant to Section 6 hereof, the Corporation shall promptly cause a stock certificate representing such Restricted Shares to be delivered to the Recipient, free and clear of all Restrictions. 9. Accelerated Delivery of Stock Certificate and Payment of Restricted Payments. Upon the termination of the Restrictions respecting any Restricted Shares pursuant to Section 7 hereof, the Corporation shall promptly cause a stock certificate representing such Restricted Shares to be delivered to the Recipient, free and clear of all Restrictions, and shall promptly pay in cash an amount equal to the product of (i) 1/2 (if such termination occurs on or prior to _____________, _____), 1/3 (if such termination occurs after _____________, _____ and on or prior to _____________, _____) or 1/6 (if such termination occurs after _____________, _____) of the Earned Restricted Shares Amount multiplied by (ii) the Market Price of the Common Stock on the date of such termination. 10. Compliance with Law. No Restricted Shares shall be issued pursuant to this Agreement unless said issuance is in compliance with applicable federal and state tax and securities laws. -5-

10.1. Certificate Legends. The certificates for Restricted Shares issued pursuant to this Agreement shall bear any legends deemed necessary or appropriate by the Corporation. 10.2. Representations of the Recipient. At the request of the Corporation, the Recipient will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws. 10.3. Resale. In addition to the restrictions contained in the Plan, the Recipient's ability to transfer Restricted Shares issued pursuant to this Agreement or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Recipient shall not resell or offer for resale such Restricted Shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation. 11. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Recipient to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 E. Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Recipient may be given to the Recipient personally or may be mailed to the Recipient at the most recent address which the Recipient has provided in writing to the Corporation. 12. Tax Treatment. The Recipient acknowledges that the tax treatment respecting the Restricted Shares issued pursuant to this Agreement or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations to the Recipient with respect to and hereby disclaims all responsibility as to such tax treatment. 13. Withholding Taxes. The Corporation shall have the right to deduct from the amount of any Restricted Payment an amount sufficient to satisfy any federal, state or local withholding tax requirement. The Corporation shall have the right to require the Recipient to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the issuance or delivery of any Restricted Shares to the Recipient. The Corporation will notify the Recipient of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Recipient shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Recipient pursuant to this Agreement shall be considered compensation for purposes of any pension -6-

or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any subsidiary. 14. Effect on SERP. The Corporation and the Recipient agree that neither the value of any shares of Common Stock issued, nor the amount of any cash paid, to the Recipient pursuant to this Agreement shall be included in the definition of "Compensation" under the Littelfuse, Inc. Supplemental Executive Retirement Plan. 15. Change in Control. The Corporation and the Recipient agree that Oaktree Capital Management, LLC and its affiliates shall be deemed to be exempt from the provisions of subparagraph (d) of the definition of "Change in Control" under the Plan. IN WITNESS WHEREOF, the Corporation and the Recipient have executed this Performance Shares Agreement effective as of the date first set forth above. LITTELFUSE, INC. RECIPIENT: By_________________________________ ____________________________ Its________________________________ -7-

EXHIBIT A over ___% ___% ___% ___% ___% ___% >or=__or=__or=__or=__or=__or=__or=__or=__

EXHIBIT 10.24 SPECIMEN NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of _________________, between _____________________ (the "Optionee") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts: A. Pursuant to Section 4(e) of the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Plan"), all persons who are "Eligible Directors," as such term is defined under the Plan, on the date of the first meeting of the Board of Directors of the Corporation following each annual meeting of the stockholders of the Corporation, are entitled to an automatic grant of an option to purchase certain shares of the common stock, $.01 par value, of the Corporation (the "Common Stock"). B. The Optionee was an "Eligible Director," as such term is defined under the Plan, as of _________________, the date of the first meeting of the Board of Directors of the Corporation following the _______ annual meeting of the stockholders of the Corporation, and, therefore, is entitled to said automatic grant. NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation hereby grants the following options: 1. Grant of Option. The Corporation hereby grants to the Optionee an irrevocable option to purchase up to 5,000 shares of Common Stock of the Corporation at the price of $ _____________ per share. The number and kind of shares subject to this option and the purchase price per share are subject to adjustment as provided in the Plan. This option shall expire on the day before the tenth (10th) anniversary of the date hereof unless earlier terminated in accordance with the provisions hereof. 2. Exercise of Option. Subject to the terms of the Plan, this option may be exercised as follows: with respect to twenty percent (20%) of the Common Stock covered hereby during the nine (9) year period commencing one (1) year following the date of grant; with respect to an additional twenty percent (20%) of the Common Stock covered hereby during the eight (8) year period commencing two (2) years following the date of grant; with respect to an additional twenty percent (20%) of the Common Stock covered hereby during the seven (7) year period commencing three (3) years following the date of grant; with respect to an additional twenty percent (20%) of the Common Stock covered hereby during the six (6) year period commencing four (4) years following the date of grant; and with respect to the remaining twenty percent (20%) of the Common

Stock covered hereby during the five (5) year period commencing five (5) years following the date of grant. Optionee hereby waives any longer exercise period to which Optionee may be entitled pursuant to Section 4(e) of the Plan. This option shall be exercised by delivery of written notice to the Corporation stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment may be made in cash or in such other form or combination of forms permitted by the Plan as shall be acceptable to the Committee. 3. Reserved Shares. The Corporation has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Corporation shall take such action as may be necessary to maintain at all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder. 4. Termination of Service as Director. In the event that the Optionee ceases to serve as a director of the Corporation for any reason other than as set forth in paragraph 12 of the Plan, this option may, subject to the provisions of the Plan, be exercised (but only to the extent that the Optionee was entitled to do so at the time of such cessation of service as a director) at any time within three (3) months after such cessation of service as a director, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such cessation of service shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. 5. Assignment or Transfer. This option may not be assigned or transferred except by will, by the laws of descent and distribution, and by gift pursuant to the provisions of Section 9c of the Plan, and shall be exercisable only by the Optionee during the Optionee's lifetime. 6. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A and hereby made a part hereof as though set forth herein verbatim, and the rights of the Optionee are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive. 7. Compliance with Law. This option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws. 7.1. Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee. 7.2. Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed -2-

representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws. 7.3. Resale. The Optionee's ability to transfer shares purchased pursuant to this option or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Optionee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation. 8. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Optionee to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Optionee may be given to the Optionee personally or may be mailed to the Optionee at the most recent address which the Optionee has provided in writing to the Corporation. 9. Tax Treatment. This option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended. The Optionee acknowledges that the tax treatment of this option, shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. 10. Withholding Taxes. The Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of the option granted hereunder. In each case of the exercise of the option, the Corporation will notify the Optionee of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Optionee shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any Subsidiary. -3-

IN WITNESS WHEREOF, the Corporation and the Optionee have executed this Non-Qualified Stock Option Agreement effective as of the date first set forth above. LITTELFUSE, INC. Optionee: By_________________________________ _______________________________ Its________________________________ -4-

Exhibit 10.25 LITTELFUSE, INC. SUMMARY OF EXECUTIVE OFFICER COMPENSATION The compensation of executive officers of Littelfuse, Inc. (the "Company") primarily consists of three variable components: base salary, a potential cash bonus under the Company's annual incentive compensation program, and stock options or other awards under the 1993 Stock Plan for Employees and Directors of the Company (the "Stock Plan"). SALARIES The base salaries for Mr. Gordon Hunter, who assumed the offices of Chairman of the Board, President and Chief Executive Officer as of January 1, 2005, and each of the other executive officers named below are as follows: Name and Principal Positions Base Salary - ------------------------------------- ----------- Gordon Hunter, Chairman of the Board, President and Chief Executive Officer $ 450,000 Philip G. Franklin, Vice President, $ 285,000 Operations Support and Chief Financial Officer David R. Samyn, Vice President and $ 240,000 General Manager of the Automotive Business Unit Elizabeth C. Calhoun, Vice President, $ 210,000 Human Resources Kenneth R. Audino, Vice President, Organizational Development and $ 190,000 Total Quality Management ANNUAL INCENTIVE COMPENSATION PROGRAM

The target amounts, financial objectives and individual performance objectives under the annual incentive compensation program have not yet been, but are expected to be, established for 2005. OTHER BENEFITS Each of the officers named above is eligible to participate in the Company's employee benefit plans applicable to executive officers, including the Stock Plan, the Company's Retirement Plan, as amended, the 401(k) Savings Plan, and the Supplemental Executive Retirement Plan, in accordance with the terms and conditions of such plans. These officers also are parties to Change of Control Employment Agreements that, among other things, entitle them to payments upon severance or upon a change of control of the Company. These officers also receive certain personal benefits from the Company, the value of which is less than $50,000 for each of such officers. WHERE MORE INFORMATION CAN BE FOUND Each of the plans and agreements mentioned herein and the forms of awards thereunder are filed as exhibits to this Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "Form 10-K"). These plans and agreements will be discussed further in the Company's Proxy Statement relating to the 2005 Annual Meeting of Stockholders, which will be incorporated by reference into this Form 10-K when filed. 2

Exhibit 10.26 LITTELFUSE, INC. SUMMARY OF DIRECTOR COMPENSATION For 2005, directors who are not employees of Littelfuse, Inc. (the "Company") are paid an annual director's fee of $40,000, $1,500 for each of the regularly scheduled Board meetings attended and $1,000 for attendance at any special teleconference Board or Committee meetings, plus reimbursement of reasonable expenses relating to attendance at meetings. The Lead Director is paid an additional $7,500 annually, the Chairman of the Audit Committee is paid an additional $10,000 annually and the Chairman of the Compensation Committee is paid an additional $5,000 annually. No fees are paid to directors who are also full-time employees of the Company. Under the Littelfuse Deferred Compensation Plan for Non-employee Directors (the "Non-employee Directors Plan"), a non-employee director, at his election, may defer receipt of his director's fees. Such deferred fees are used to purchase shares of the Company's Common Stock, and such shares and any distributions thereon are deposited with a third party trustee for the benefit of the director until the director ceases to be a director of the Company. The 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Stock Plan") provides for a grant at each annual meeting of the Board of Directors to each non-employee director of non-qualified stock options to purchase 5,000 shares of Common Stock at the fair market value on the date of grant. The Non-employee Directors Plan and the Stock Plan and the forms of awards thereunder are filed as exhibits to this Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "Form 10-K"). These plans and agreements will be discussed further in the Company's Proxy Statement relating to the 2005 Annual Meeting of Stockholders, which will be incorporated by reference into this Form 10-K when filed.

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 statements and accompanying notes beginning on page __ for the three fiscal years ended January 1, 2005, January 3, 2004, and December 28, 2002, respectively. Results of Operations -- 2004 Compared with 2003 Sales increased 47% to $500.2 million in 2004 from $339.4 million in 2003. The increase in sales was primarily in the Americas and Asia, driven by increased demand for electronic products in the Asia region, sales from the Heinrich Industrie, AG ("Heinrich") acquisition through May 2004 through the end of the year and a full year of the Teccor Electronics, Inc. ("Teccor") acquisition. Electronic sales increased $119.1 million or 58% to $325.6 million in 2004 compared to $206.5 million in 2003. Excluding sales of Heinrich products, electronic sales increased $92.8 million or 45% to $299.3 million in 2004 compared to $206.5 million in 2003, primarily due to increased demand in Asia and a full year of the Teccor acquisition. Automotive sales increased $16.4 million or 17% to $114.7 million in 2004 compared to $98.3 million in 2003 largely due to sales from Heinrich in 2004. Automotive sales excluding Heinrich increased $5.0 million or 5% to $103.3 million in 2004 compared to $98.3 million in 2003. Electrical sales increased $25.3 million or 73% to $59.9 million in 2004 compared to $34.6 million in 2003 largely due to Heinrich sales in 2004. Electrical sales, excluding Heinrich, increased $2.9 million or 8% to $37.5 million in 2004 compared to $34.6 million in 2003, primarily due to modest improvements in commercial construction and industrial activity in the North American market. International sales increased 59% to $302.2 million or 60% of net sales in 2004 from $189.6 million or 56% of net sales in 2003. The increase in international sales was primarily due to strong demand for electronic products in Asia, the addition of Heinrich, a full year of Teccor and favorable currency effects, which contributed four percentage points to the overall sales growth. Gross profit was $179.0 million or 35.8% of sales in 2004 compared to $104.4 million or 30.8% of sales in 2003. The gross profit margin increase resulted from cost savings initiatives in manufacturing and purchasing, fixed expense leverage due to increased plant throughput and the recognition of $3.2 million of Ireland restructuring charges in 2003. Selling, general and administrative expenses increased $31.2 million to $99.8 million in 2004 from $68.6 million in 2003, primarily due to the addition of Heinrich, a full year of Teccor, increased costs related to complying with the Sarbanes-Oxley Act and higher selling related costs due to the increase in sales. As a percentage of sales, selling, general and administrative expenses decreased to 19.9% in 2004 from 20.2% in 2003, primarily due to increased expense leverage on the higher sales base. Research and development costs increased $8.8 million to $17.5 million, representing 3.5% of sales in 2004 as compared to 2.6% of sales in 2003 reflecting increased investment in new product development. Impairment of investments reflects the recognition of a non tax-deductible charge of $2.2 million to impair a portion of the Semitron investment acquired in 2002. Total operating expenses, including intangible amortization and impairment of investments, was 24.4% of sales in 2004, compared to 23.1% of sales in 2003. Total operating expenses, including intangible amortization but excluding impairment of investments, was 23.9% of sales in 2004, compared to 23.1% of sales in 2003. Operating income in 2004 increased 118.5% to $57.0 million or 11.4% of sales compared to $26.1 million or 7.7% of sales in the prior year. The improvements in operating income and operating margin were primarily due to higher sales and the associated operating leverage partially offset by the impairment of a portion of the Semitron investment acquired in 2002. Interest expense was $1.5 million in 2004 compared to $2.0 million in 2003 due to a lower weighted average interest rate in 2004. Other expense, net, consisting of interest income, royalties and foreign currency items was $0.1 million compared to other expense, net, of $0.1 million in the prior year. Income before taxes and minority interest was $55.4 million in 2004 compared to $24.0 million in 2003. Minority interest was $0.2 million in 2004 reflecting the minority share ownership in Heinrich. Income tax expense was $19.2 million in 2004 compared to $8.6 million in the prior year. Net income in the current year was $36.0 million, compared to $15.3 million in the prior year. The Company's effective tax rate dropped from 36.0% in 2003 to 34.8% in 2004, reflecting the reduction of reserves related to prior tax years and tax structuring related to the Heinrich acquisition. Diluted earnings per share increased to $1.59 in 2004 compared to $0.70 in 2003. The increases in net income and earnings per share reflect the higher 2004 sales, margins and a lower 2004 effective tax rate. Results of Operations - 2003 Compared with 2002 Sales increased 20% to $339.4 million in 2003 from $283.3 million in 2002. The increase in sales was primarily in the Americas and Asia, driven by increased demand for electronic products in the Asia region and sales from the Teccor acquisition. Electronic sales increased $55.6 million or 37% to $206.5 million in 2003 compared to $150.9 million in 2002. Excluding sales of Teccor products,

electronic sales increased $14.6 million or 10% to $165.5 million in 2003 compared to $150.9 million in 2002, primarily due to increased demand in Asia. Automotive sales were essentially flat compared to the prior year as pricing pressure offset increased volume and strengthening of the Euro against the U.S. Dollar. Electrical sales increased $0.4 million or 1% to $34.6 million in 2003 compared to $34.2 million in 2002, primarily due to modest improvements in commercial construction and industrial activity in the North American market. International sales increased 24.6% to $189.6 million or 55.9% of net sales in 2003 from $152.2 million or 53.7% of net sales in 2002. The increase in international sales was primarily due to strong demand for electronic products in Asia, the addition of Teccor and favorable currency effects. Gross profit was $104.4 million or 30.8% of sales in 2003 compared to $88.6 million or 31.3% of sales in 2002. The gross profit margin decreased as a result of the addition of Teccor sales at lower margins than Littelfuse's base business and the recognition of $3.1 million of Ireland restructuring charges in 2003. Selling, general and administrative expenses increased $5.0 million to $68.6 million in 2003, from $63.6 million in 2002, primarily due to the addition of Teccor. As a percentage of sales, selling, general and administrative expenses decreased to 20.2% in 2003 from 22.4% in 2002, primarily reflecting Teccor's lower selling, general and administrative expense percentage than Littelfuse's base business. Research and development costs increased $0.4 million to $8.7 million, representing 2.6% of sales in 2003 as compared to 2.9% of sales in 2002. Total operating expenses, including intangible amortization, was 23.1% of sales in 2003, compared to 25.7% of sales in 2002. Operating income in 2003 increased 64.0% to $26.1 million or 7.7% of sales compared to $15.9 million or 5.6% of sales in the prior year. The improvement in operating income and operating margin were primarily due to higher sales and the associated operating leverage. Interest expense was $2.0 million in 2003 compared to $2.7 million in 2002 due to lower average debt levels in 2003. Other expense, net, consisting of gains and losses on the disposal of assets, interest income, royalties and foreign currency items was $0.1 million compared to other income, net, of $1.8 million in the prior year. The primary reasons for the more favorable 2002 results were gains on asset sales, higher interest income and more favorable currency effects. Income before taxes was $24.0 million in 2003 compared to $15.0 million in 2002. Income tax expense was $8.6 million in 2003 compared to $5.4 million the prior year. Net income in 2003 was $15.3 million, compared to $9.6 million in 2002. The Company's effective tax rate was 36.0% in both 2003 and 2002. Diluted earnings per share increased to $0.70 in 2003 compared to $0.44 in 2002. 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 $50.0 million. The revolving line of credit balance becomes due within the next year. At January 1, 2005, the Company had $17.5 million in borrowings against this credit line. The Company's subsidiary in Japan also has an unsecured credit line of Yen 0.9 billion or an equivalent of $9.0 million. The revolving line of credit becomes due within the next year. At January 1, 2005, the Company had an equivalent of $5.4 million in borrowings against the Yen facility. The Company intends to renew these lines of credit upon maturity. The Company's bank credit agreement requires maintenance of certain financial ratios and a minimum net worth level. At January 1, 2005, 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 2004 with $22.1 million of cash. Net cash provided by operations was $53.0 million in the year. Cash used in investing activities included $22.0 million in net purchases of property, plant and equipment and $41.7 million for the acquisition of Heinrich. Cash provided by financing activities included net proceeds of long-term debt of $3.8 million and cash proceeds from the exercise of stock options of $16.5 million partially offset by the purchase of $5.6 million of treasury stock. The effect of exchange rate changes increased cash by $2.5 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $6.5 million net increase in cash. This left the Company with a cash balance of $28.6 million at the end of 2004. Increases in net working capital consumed $15.1 million of cash flow in 2004. Excluding the impact of working capital from the Heinrich acquisition, the major factors contributing to higher working capital were an increase in accounts receivable of $6.6 million, an increase in inventory of $4.3 million and a decrease in accounts payable and accrued expenses of $7.7 million partially offset by a decrease in prepaid expenses and other of $3.5 million. The 2004 working capital increase was partly due to slower sales near the end of the fiscal year 2004 and severance payments related to the Teccor acquisition. Net working capital (working capital less cash, marketable securities and the current portion of long-term debt) as a percent of sales was 19.7% at year-end 2004 compared to 18.3% at year-end 2003 and 20.9% at year-end 2002. The days sales outstanding in accounts receivable increased to 57 days at year-end 2004 compared to 50 days at year-end 2003 and 54 days at year-end 2002. The increase was partly due to the addition of Heinrich, which has a longer accounts receivable collection cycle than the base Littelfuse business. Days inventory outstanding was 90 days at year-end 2004 compared to 71 days at year-end 2003 and 88 days at year-end 2002. The ratio of current assets to current liabilities was 1.8 to 1 at year-end 2004 compared to 1.8 to 1 at year-end 2003 and 2.3 to 1 at year-end 2002. The ratio of long-term debt to equity was 0.1 to 1 at year-end 2004 compared to 0.0 to 1 at year-end 2003 and 0.1 to 1 at year-end 2002.

The Company started 2003 with $27.8 million of cash. Net cash provided by operations was $50.0 million in the year. Cash used in investing activities included $14.0 million in purchases of property, plant and equipment, $44.6 million for the acquisition of Teccor and $8.8 million in net proceeds from the sale of marketable securities. Cash used in financing activities included net payments of long-term debt of $11.5 million partially offset by cash proceeds from the exercise of stock options of $4.3 million. The effect of exchange rate changes increased cash by $1.5 million. The net cash provided by operations and financing activities, less investing activities plus the effect of exchange rates, resulted in a $5.6 million net decrease in cash. This left the Company with a cash balance of $22.1 million at the end of 2003. Decreases in net working capital provided $20.1 million of cash flow in 2003. The major factors contributing to lower working capital were a decrease in inventory of $5.9 million, a $12.5 million increase in accounts payable and accrued expenses and a $1.3 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 18.3% at year-end 2003 compared to 20.9% at year-end 2002 and 21.8% at year-end 2001. The days sales outstanding in accounts receivable decreased to 50 days at year-end 2003 compared to 54 days at year-end 2002 and 61 days at year-end 2001. Days inventory outstanding was 71 days at year-end 2003 compared to 88 days at year-end 2002 and 99 days at year-end 2001. The Company's net capital expenditures were $22.1 million in 2004, $14.0 million in 2003 and $8.4 million in 2002. The Company expects that capital expenditures in 2005 will be higher than 2004. The primary purposes for capital expenditures in 2005 will be for new product tooling, production equipment, facility expansion and capital spending related to Teccor. As in 2004, the Company expects to finance capital expenditures in 2005 through cash flow from operations. The Company increased total debt by $3.8 million in 2004 after decreasing debt by $11.5 million in 2003 and $13.0 million in 2002. The Company is required to repay $10.0 million of its Senior Notes in 2005. The Company expects to repay this note with cash from operations. Separately, the Company has $5.4 million in renewable foreign credit facilities outstanding at January 1, 2005, due in 2005. 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 168,400 common shares for $5.6 million in 2004, zero common shares in 2003 and 225,800 common shares for $3.6 million in 2002. Contractual Obligations The following table summarizes contractual obligations and commitments, as of January 1, 2005 (in thousands): Payment Due By Period ------------------------------------- Less than More than Contractual Obligations Total 1 year 1 - 3 years 3 - 5 years 5 years - ----------------------- -------- --------- ----------- ----------- --------- Long-term debt obligations $ 34,322 $ 32,958 $ 132 $ 1,232 $ -- Interest payments 1,088 956 70 62 -- Operating lease payments 10,684 4,371 3,781 1,848 684 -------- -------- ------- ------- ------- Total $ 46,094 $ 38,285 $ 3,983 $ 3,142 $ 684 -------- -------- ------- ------- ------- Recent Accounting Pronouncements In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 151, "Inventory Costs An Amendment of Accounting Research Bulletin No. 43, Chapter 4". SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included as overhead. SFAS 151 also requires that the allocation of fixed production overhead to conversion costs be based on normal capacity of the production facilities. SFAS 151 must be applied prospectively beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on the Company's consolidated financial statements. In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, "Share-Based Payment," replacing SFAS No. 123 and superseding Accounting Principles Board (APB) Opinion No. 25. SFAS 123R requires public companies to recognize compensation expense for the cost of awards of equity compensation effective July 1, 2005. This compensation cost will be measured as the fair value of the award estimated using an option-pricing model on the grant date. The Company is currently evaluating the various transition provisions under SFAS 123R and will adopt SFAS 123R effective July 1, 2005, which is expected to result in increased compensation expense in future periods. Critical Accounting Policies Certain of the accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate estimates and assumptions for calculating amounts to record in the financial statements. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position. Significant accounting policies are more fully described in the notes to the audited financial statements included elsewhere in this Annual Report. Certain accounting policies, however, are considered to be critical in that they are most important to the depiction of the Company's financial condition and results of operations and their application requires management's subjective judgment in making estimates about the effect of matters that are inherently uncertain. Allowance for Doubtful Accounts: The Company evaluates the collectibility of its trade receivables based on a combination of factors. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a specific

customer's inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also records allowances for all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical experience. Historically, the allowance for doubtful accounts has been adequate to cover bad debts. If circumstances related to specific customers change, the estimates of the recoverability of receivables could be further adjusted. However, due to the Company's diverse customer base and lack of credit concentration, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Credit Memos: The Company evaluates sales activity for credits to be issued on sales recorded prior to the end of the fiscal year. These credits relate to the return of inventory, pricing adjustments and credits issued to a customer based upon achieving prearranged sales volumes. Volume based incentives offered to customers are based upon the estimated cost of the program and are recorded as products are sold. Inventory: The Company performs a detailed assessment of inventory, which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing and quality issues. Based on the analysis, the Company records adjustments to inventory for excessiveness, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, inventory reserves have been adequate to reflect inventory at net realizable values. Revisions to inventory adjustments may be required if actual demand, component costs or product life cycles differ from estimates. However, due to the Company's diverse product lines and end user markets, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Goodwill and Other Intangibles: Purchase accounting requires the use of accounting estimates and judgments to allocate the purchase price to the fair market value of the assets purchased and liabilities assumed. The Company has accounted for its acquisitions using the purchase method of accounting. The Company determined the fair value of each of its reporting units by calculating an EBITDA for each business segment and applying a multiple based upon recent acquisition experience. In making these projections, the Company considered the markets it was addressing, the competitive environment and its advantages. The Company determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed. The Company will continue to perform a goodwill impairment test on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include underperformance relative to historical or projected future operating results and declines in acquisition and trading multiples. Due to the diverse end user base and non-discretionary product demand, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. Long-Lived Assets: The Company evaluates long-lived assets on an ongoing basis. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. The Company's estimates of future cash flows from such assets could be impacted if it underperforms relative to historical or projected future operating results. However, due to the Company's diverse product lines and end user markets, the Company does not believe its estimates would be materially impacted by changes in its assumptions. Pension and Other Post-retirement Benefits: Accounting for pensions requires estimating the future benefit cost and recognizing the cost over the employee's expected period of employment with the Company. Certain assumptions are required in the calculation of pension costs and obligations. These assumptions include the discount rate, salary scales and the expected long-term rate of return on plan assets. The discount rate is intended to represent the rate at which pension benefit obligations could be settled by purchase of an annuity contract. These assumptions are subject to change based on stock and bond market returns and other economic factors. Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and therefore generally affect its recognized expense and accrued liability in such future periods. While the Company believes that its assumptions are appropriate given current economic conditions and its actual experience, significant differences in results or significant changes in the Company's assumptions may materially affect its pension obligations and related future expense. Environmental Liabilities: Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure and are discounted based upon certain assumptions. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. Other Contingencies: In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relations, product liability claims, trademark rights and a variety of other matters. The Company records contingent liabilities resulting from claims against it when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe that any of its pending legal proceedings or claims will have a material impact on its financial position or results of operations. However, if actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. 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 outstanding at January 1, 2005, in the form of Senior Notes at fixed interest rates and a foreign

line of credit at variable rates. While 71% of this debt has variable interest rates, the Company's interest expense is not materially sensitive to changes in interest rate levels since debt levels and potential interest expense increases are small relative to earnings. A portion of the Company's operations consists of manufacturing and sales activities in foreign countries. The Company has manufacturing facilities in Mexico, the U.K., Ireland, Switzerland, Germany, Hungary, Poland, China and the Philippines. During 2004, sales exported from the United States or manufactured abroad accounted for 60% of total sales. Substantially all sales in Europe are denominated in Euro, U.S. Dollar and British Pound Sterling, and substantially all sales in the Asia-Pacific region are denominated in U.S. Dollar, 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 more than half of total sales, a significant portion of the resulting accounts receivable are 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. The Company has entered into cross currency interest rate swaps, as discussed in Note 8 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, silver and platinum. 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. The Company does not believe it has significant exposure to market risk from changes in interest rates, foreign exchange rates and commodities. Outlook Sales in 2005 are expected to improve slightly in the automotive and electrical markets. Sales in the electronics market are expected to be weak early in the year and improve as the year progresses. 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 pricing 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., the U.K. and Korea and workforce reductions in Ireland. The program was substantially completed as of January 1, 2005. The Company initiated a new series of projects in 2004 to consolidate and reduce costs in its global manufacturing and distribution operations. These programs are expected to generate cost savings to more than offset price erosion in 2005. The benefits of these programs are expected to have a favorable impact on earnings in 2005. The Company also plans to increase research and development spending to accelerate new product development in order to help drive future sales growth. 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, Harris Suppression Products and Teccor acquisitions and the ability to offer customers total circuit protection solutions. The Company will also look for opportunities to add to its strong position in the overcurrent protection market, as with the recent Heinrich acquisition. 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 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, integration of acquisitions, and other risks which may be detailed in the Company's Securities and Exchange Commission filings.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Littelfuse, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f). Littelfuse, Inc.'s internal control system was designed to provide reasonable assurance to the company's management and the board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation. An internal control significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Littelfuse, Inc.'s management assessed the effectiveness of the Company's internal control over financial reporting as of January 1, 2005 based upon the framework in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This assessment identified material weaknesses in the Company's approval process over journal entries and a lack of adequate controls over the accounting for foreign currency translations. Specifically, certain managers had the ability to record journal entries of significant amounts in the Company's consolidation process without adequate review or supporting documentation. Additionally, a number of adjustments to the amounts reported in the Consolidated Balance Sheet and Statement of Cash flows were needed due to the failure and lack of controls mentioned above. The Company recorded an adjustment to increase both accrued liabilities and inventory without adequate support review that was subsequently corrected after it was determined it was recorded in error. The increase in accrued liabilities should have been an increase to foreign currency translation. Additionally, two significant adjustments were made to correct the amount reported as "Effect of exchange rate changes in cash" in the consolidated statements of Cash Flows, which impacted cash flows from operating activities and cash flows from financing activities. Because of the material weaknesses described above, management concluded that, as of January 1, 2005, the Company's internal control over financial reporting was not effective based on those criteria. Littelfuse, Inc.'s independent registered public accounting firm, Ernst & Young LLP, have issued an audit report on our assessment of the Company's internal control over financial reporting and the effectiveness of the Company's internal control over financial reporting. This report appears on page 24. REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS The company has implemented the following remediation steps to address the material weakness discussed above: - Additional procedures have been implemented over the journal entry approval process. - The Company will hire additional financial reporting personnel who have relevant experience with foreign currency translation. - Additional procedures will be implemented to review on a quarterly basis the foreign currency translation component of accumulated comprehensive income and the impact of foreign exchange on cash and cash equivalents. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND SHAREHOLDERS OF LITTELFUSE, INC. We have audited the accompanying consolidated balance sheets of Littelfuse, Inc. and subsidiaries as of January 1, 2005 and January 3, 2004, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended January 1, 2005. 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 the standards of the Public Company Accounting Oversight Board (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 at January 1, 2005 and January 3, 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 1, 2005, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Littelfuse, Inc.'s internal control over financial reporting as of January 1, 2005, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2005 expressed an unqualified opinion on management's assessment and an adverse opinion on the effectiveness of internal control over financial reporting. Ernst & Young LLP Chicago, Illinois March 16, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND SHAREHOLDERS OF LITTELFUSE, INC. We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that Littelfuse, Inc. did not maintain effective internal control over financial reporting as of January 1, 2005, because of the effect of inadequate review and supporting documentation for certain journal entries recorded in the Company's consolidation process and a lack of adequate control over the accounting for foreign currency translation, based on criteria established in Internal Control-- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Littelfuse's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management's assessment: The ability of certain managers to record journal entries of significant amounts in the Company's consolidation process without adequate review or supporting documentation and a lack of adequate controls over the accounting for foreign currency translation both represent a material weakness as defined above. As a result of these material weaknesses, we noted several journal entries and adjustments affecting amounts reported in the Consolidated Balance Sheet as of January 1, 2005 and the Statement of Cash Flows for the year ended January 1, 2005 that were recorded in error but were subsequently corrected by the Company. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the January 1, 2005 consolidated financial statements, and this report does not affect our report dated March 11, 2005 on those financial statements.

In our opinion, management's assessment that Littelfuse, Inc. did not maintain effective internal control over financial reporting as of January 1, 2005, is fairly stated, in all material respects, based on the COSO control criteria. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Littelfuse, Inc. has not maintained effective internal control over financial reporting as of January 1, 2005, based on the COSO control criteria. Ernst & Young LLP Chicago, Illinois March 16, 2005 Consolidated Balance Sheets (In thousands) January 1, 2005 January 3, 2004 - -------------- --------------- --------------- ASSETS Current assets: Cash and cash equivalents $ 28,583 $ 22,128 Accounts receivable, less allowances (2004 - $10,230; 2003 - $7,470) 77,726 52,149 Inventories 79,080 52,598 Deferred income taxes 17,056 17,096 Prepaid expenses and other current assets 6,804 5,169 --------- ---------- Total current assets 209,249 149,140 Property, plant, and equipment: Land 13,997 8,572 Buildings 56,041 38,531 Equipment 233,481 205,697 --------- ---------- 303,519 252,800 Accumulated depreciation (167,054) (154,321) --------- ---------- 136,465 98,479 Intangible assets, net of amortization: Patents, licenses and software 2,908 17 Distribution network 8,750 4,113 Trademarks 7,393 7,813 Goodwill 55,249 48,643 --------- ---------- 74,301 60,586 Investments 4,886 2,543 Other assets 408 822 --------- ---------- Total assets $ 425,309 $ 311,570 ========= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 19,752 $ 15,206 Accrued payroll 22,065 20,894 Accrued expenses 16,834 7,440 Accrued severance related to acquisitions 8,722 7,637 Accrued income taxes 14,823 13,715 Current portion of long-term debt 32,958 18,496 --------- ---------- Total current liabilities 115,154 83,388 Long-term debt, less current portion 1,364 10,201 Deferred income taxes 8,573 -- Accrued post-retirement benefits 20,417 4,564 Other long-term liabilities 7,081 1,072

Minority Interest 2,636 143 Shareholders' equity: Preferred stock, par value $0.01 per share: 1,000,000 shares authorized; no shares issued and outstanding -- -- Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued and outstanding, 2004 - 22,549,595; 2003 - 22,002,119 225 220 Additional paid-in capital 96,008 75,859 Notes receivable - common stock (3,550) (3,550) Accumulated other comprehensive income (loss) 3,673 (3,042) Retained earnings 173,728 142,715 Total shareholders' equity 270,084 212,202 --------- --------- Total liabilities and shareholders' equity $ 425,309 $ 311,570 ========= ========= See accompanying notes. Consolidated Statements of Income (In thousands, except per share amounts) Year Ended January 1, 2005 January 3, 2004 December 28, 2002 - ------------------------------------------------------- --------------- --------------- ----------------- Net sales $ 500,242 $ 339,410 $ 283,267 Cost of sales 321,288 234,984 194,644 --------- --------- --------- Gross profit 178,954 104,426 88,623 Selling, general and administrative expenses 99,781 68,579 63,591 Research and development expenses 17,464 8,694 8,334 Impairment of long-term investment 2,277 -- -- Amortization of intangibles 2,441 1,072 767 --------- --------- --------- Operating income 56,991 26,081 15,931 Interest expense 1,491 2,045 2,653 Other expense (income), net 89 68 (1,753) --------- --------- --------- Income before income taxes and minority interest 55,411 23,968 15,031 Minority interest 153 -- -- Income taxes 19,230 8,629 5,411 --------- --------- --------- Net income $ 36,028 $ 15,339 $ 9,620 ========= ========= ========= Net income per share: Basic $ 1.62 $ 0.70 $ 0.44 Diluted $ 1.59 $ 0.70 $ 0.44 --------- --------- --------- Weighted-average shares and equivalent shares outstanding: Basic 22,239 21,881 21,858 Diluted 22,604 22,004 21,971 See accompanying notes. Consolidated Statements of Cash Flows (In thousands) Year Ended January 1, 2005 January 3, 2004 December 28, 2002 - -------------------------------------------------------- --------------- --------------- ----------------- Operating activities Net income $ 36,028 $ 15,339 $ 9,620 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 23,859 20,029 18,137 Amortization of intangibles 2,441 1,072 767 Impairment of long-term investment 2,277 -- -- Provision for bad debts 802 50 356 Deferred income taxes 4,498 (6,458) (575) Other (1,805) (205) 651 Changes in operating assets and liabilities:

Accounts receivable (6,582) 387 2,794 Inventories (4,277) 5,865 4,762 Accounts payable and accrued expenses (7,709) 12,584 3,296 Prepaid expenses and other 3,452 1,290 950 -------- ---------- --------- Net cash provided by operating activities 52,984 49,953 40,758 Investing activities Purchases of property, plant and equipment, net (22,079) (14,041) (8,360) Purchase of businesses, net of cash acquired (41,661) (44,590) (15,031) Purchase of marketable securities -- (1,598) (13,747) Sale of marketable securities -- 10,404 4,941 -------- ---------- --------- Net cash used in investing activities (63,740) (49,825) (32,197) Financing activities Proceeds from long-term debt 42,200 30,500 112 Payments of long-term debt (38,402) (41,996) (13,130) Proceeds from exercise of stock options and warrants 16,520 4,291 1,614 Purchases of common stock and redemption of warrants (5,604) -- (3,556) -------- ---------- --------- Net cash provided by (used in) financing activities 14,714 (7,205) (14,960) Effect of exchange rate changes on cash 2,497 1,455 (378) -------- ---------- --------- Increase (decrease) in cash and cash equivalents 6,455 (5,622) (6,777) Cash and cash equivalents at beginning of year 22,128 27,750 34,527 -------- ---------- --------- Cash and cash equivalents at end of year $ 28,583 $ 22,128 $ 27,750 ======== ========== ========= See accompanying notes. Consolidated Statements of Shareholders' Equity Notes Accumulated Additional Receivable- Other Common Paid-In Common Comprehensive Retained (In thousands) Stock Capital Stock Income (Loss) Earnings Total - -------------------------------------------- --------- ---------- ----------- ------------- ---------- --------- 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 28, 2002 $ 218 $ 71,918 $(3,900) $ (9,901) $ 127,376 $ 185,711 Comprehensive income: Net income for the year -- -- -- -- 15,339 15,339 Change in net unrealized loss on derivatives -- -- -- (770) -- (770) Minimum pension liability adjustment, net of tax -- -- -- 3,216 -- 3,216 Foreign currency translation adjustment -- -- -- 4,413 -- 4,413 --------- -------- ------- -------- --------- --------- Comprehensive income 22,198 Payments on notes receivable -- -- 350 -- -- 350 Stock options and warrants exercised* 2 3,941 -- -- -- 3,943 --------- -------- ------- -------- --------- --------- Balance at January 3, 2004 $ 220 $ 75,859 $(3,550) $ (3,042) $ 142,715 $ 212,202 Comprehensive income: Net income for the year -- -- -- -- 36,028 36,028 Change in net unrealized loss on derivatives -- -- -- 824 -- 824 Minimum pension liability adjustment, net of tax -- -- -- (458) -- (458) Unrealized loss on marketable securities -- -- -- (1,095) -- (1,095) Foreign currency translation adjustment -- -- -- 7,444 -- 7,444 --------- -------- ------- -------- --------- --------- Comprehensive income 42,743 Purchase of 168,400 shares of common stock (2) (587) -- -- (5,015) (5,604) Stock options and warrants exercised* 7 20,736 -- -- -- 20,743 Balance at January 1, 2005 $ 225 $ 96,008 $(3,550) $ 3,673 $ 173,728 $ 270,084 --------- -------- ------- -------- --------- --------- *Including related tax benefit. See accompanying notes.

Notes to Consolidated Financial Statements January 1, 2005 and January 3, 2004 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 January 1, 2005, January 3, 2004, and December 28, 2002, and contained 52, 53 and 52 weeks, respectively. 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 2004 presentation. Cash Equivalents: All highly liquid investments, with a maturity of three months or less when purchased, are considered to be cash equivalents. Investments: The Company has 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 amortization 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, accounts receivable, investments 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 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 calculated using the straight-line method with useful lives of 21 years for buildings, seven to nine years for equipment, seven years for furniture and fixtures, five years for tooling and three years for computer equipment. Prior to 2004, depreciation was calculated under accelerated methods with useful lives of 21 years for buildings, seven to nine years for equipment, and seven years for furniture and fixtures. The impact of this prospective change in depreciating new asset purchases was not material in 2004. Intangible Assets: Trademarks and tradenames are amortized using the straight-line method over estimated useful lives that have a range of five to twenty years. Patents and licenses are amortized using the straight-line method over estimated useful lives that have a range of four to nine years. The distribution networks are amortized on either a straight-line or accelerated basis over estimated useful lives that have a range of nine to twenty years. Goodwill is subject to an annual impairment test. Impairment is determined by calculating the fair value of each of the business segments by calculating an EBITDA for each business segment and applying a multiple based upon recent acquisition experience. In making these projections, the Company considered the markets it was addressing, the competitive environment and its advantages. The Company determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed. The Company will continue to perform a goodwill impairment test on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include underperformance relative to historical or projected future operating results and declines in acquisition and trading multiples. Due to the diverse end user base and non-discretionary product demand, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. Pension and Other Post-retirement Benefits: Accounting for pensions requires estimating the future benefit cost and recognizing the cost over the employee's expected period of employment with the Company. Certain assumptions are required in the calculation of pension costs and obligations. These assumptions include the discount rate, salary scales and the expected long-term rate of return on plan assets. The discount rate is intended to represent the rate at which pension benefit obligations could be settled by purchase of an annuity contract. These assumptions are subject to change based on stock and bond market returns and other economic factors. Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and therefore generally affect its recognized expense and accrued liability in such future periods. While the Company believes that its assumptions are appropriate given current economic conditions and its actual experience, significant differences in results or significant changes in the Company's assumptions may materially affect its pension obligations and related future expense. Environmental Liabilities: Environmental liabilities are accrued based on estimates of the probability of potential future environmental exposure and are discounted based upon certain assumptions. Expenses related to on-going maintenance of environmental sites are expensed as incurred. If actual or estimated probable future losses exceed the Company's recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. Revenue Recognition: In accordance with the Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition," issued in December

2003, sales and associated costs are recognized in accordance with customer shipping terms, which is when the transfer of title to the customer occurs. Such revenue is recognized when collectibility is reasonably assured. Credit Memos: The Company evaluates sales activity for credits to be issued on sales recorded prior to the end of the fiscal year. These credits relate to the return of inventory, pricing adjustments and credits issued to a customer based upon achieving prearranged sales volumes. Volume based incentives offered to customers are based upon the estimated cost of the program and are recorded as products are sold. Advertising Costs: The Company expenses advertising costs as incurred, which amounted to $2.2 million in 2004, $1.2 million in 2003 and $2.1 million in 2002. Foreign Currency Translation: The Company's foreign subsidiaries use the local currency as their functional currency. Accordingly, assets and liabilities are translated using exchange rates at the balance sheet date and revenues and expenses are translated at weighted average rates. Adjustments from the translation process are reflected in shareholders' equity. Derivative Instruments: The Company recognizes derivatives as either assets or liabilities on the Consolidated Balance Sheets 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 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: As permitted by 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 10 for additional information on stock-based compensation. 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 method. (In thousands, except per share amounts) 2004 2003 2002 - --------------------------------------- ---------- ---------- ---------- Net income as reported $ 36,028 $ 15,339 $ 9,620 Stock option compensation expense, net of tax* (2,762) (2,520) (2,260) ---------- ---------- ---------- Pro forma net income $ 33,266 $ 12,819 $ 7,360 ========== ========== ========== Basic net income per share As reported $ 1.62 $ 0.70 $ 0.44 Pro forma $ 1.50 $ 0.59 $ 0.34 Diluted net income per share As reported $ 1.59 $ 0.70 $ 0.44 Pro forma $ 1.47 $ 0.58 $ 0.33 Risk-free interest rate 4.14% 3.45% 3.24% Expected dividend yield 0% 0% 0% Expected stock price volatility 44.0% 46.9% 41.4% Expected life of options 7 years 7 years 7 years - -------------------- * 2003 and 2002 expense amounts have been increased by $1,371 and $1,238, respectively, from amounts previously presented. Proforma amounts were adjusted accordingly. 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. Accounting Pronouncements: In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 151, "Inventory Costs - An Amendment to Accounting Research Bulletin No. 43, Chapter 4". SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included as overhead. SFAS 151 also requires that the allocation of fixed production overhead to conversion costs be based on normal capacity of the production facilities. SFAS 151 must be applied prospectively beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on the Company's Consolidated Financial Statements. 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 $4.6 million, $4.3 million and $3.6 million in 2004, 2003 and 2002, respectively, are classified in Selling,

General, and Administrative expenses. In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, "Share-Based Payment," replacing SFAS No. 123 and superseding Accounting Principles Board (APB) Opinion No. 25. SFAS 123R requires public companies to recognize compensation expense for the cost of awards of equity compensation effective July 1, 2005. This compensation cost will be measured as the fair value of the award estimated using an option-pricing model on the grant date. The Company is currently evaluating the various transition provisions under SFAS 123R and will adopt SFAS 123R effective July 1, 2005, which is expected to result in increased compensation expense in future periods. Restructuring Costs: The Company incurs severance charges and plant closure expenses as part of the Company's on-going cost reduction efforts. These charges are included in Cost of Sales or Selling, General and Administrative expense depending on the nature of the charge. 2. Acquisition of Business On May 6, 2004, the Company acquired 82% of the common stock of Heinrich Industrie AG ("Heinrich") for Euro 39.5 million (approximately $47.1 million) in cash and acquisition costs of approximately $1.8 million. The Company purchased the controlling interest in Heinrich from its two largest shareholders and initiated a tender offer for the remaining shares of the publicly held company. The Company funded the acquisition with $17.5 million in cash and $32.0 million of borrowings on an existing revolving line of credit. Subsequent to May 6, 2004, the Company purchased additional shares of Heinrich stock for approximately $8.7 million, bringing the total ownership to 97.2% as of January 1, 2005. Heinrich is the holding company for the Wickmann Group of circuit protection products, which has three business units: electronic, automotive and electrical. Littelfuse operates Heinrich in such business units subsequent to the acquisition. The Heinrich acquisition expands the Company's product offerings and strengthens the Company's position in the circuit protection industry. The acquisition was accounted for using the purchase method and the operations of Heinrich are included in the Company's operations from the date of acquisition. The following table sets forth the purchase price allocation for the acquisition of Heinrich in accordance with the purchase method of accounting with adjustments to record the acquired assets and liabilities of Heinrich at their estimated fair market or net realizable values. Purchase price allocation (In thousands) - ---------------------------------------- Current assets $ 39,824 Property, plant and equipment 35,826 Patents, licenses and software 3,396 Distribution network 5,135 Trademarks and tradenames 788 Goodwill 7,651 Other assets 5,282 Current liabilities (30,778) Purchase accounting liabilities (7,281) Other long-term liabilities (16,580) Minority interest (1,602) --------- $ 41,661 ========= All goodwill and intangible assets are recorded in the European segment. Trademarks and tradenames have an estimated useful life of five years. The distribution network has an average estimated useful life of nine years. Patents have an estimated useful life of four years. Software has a useful life of three years. The weighted average estimated useful life for intangible assets is approximately seven years. Purchase accounting liabilities are estimated to be $7.3 million and are for redundancy costs to be paid through 2005 related to manufacturing operations and selling, general and administrative functions. These liabilities are subject to revision as the Company implements its plan. The Company began formulating its plan to incur these costs as of the acquisition date. As of January 1, 2005, approximately $0.1 million has been paid related to these liabilities. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Heinrich acquisition had occurred on December 29, 2002. (In thousands, except per share data) For the year ended 2004 2003 - ------------------------------------ --------- ---------- Net revenues $ 534,661 $ 433,242 Net income from operations 56,254 20,493

Net income 35,668 15,088 Diluted net income per share $ 1.58 $ 0.69 These unaudited pro forma results are presented for comparative purposes only. The pro forma results are not necessarily indicative of what actual results would have been had the Heinrich acquisition been completed as of the beginning of the respective periods, or of future results. On July 7, 2003, the Company completed the acquisition of all of the outstanding stock of Teccor Electronics, Inc. (`Teccor'), a subsidiary of Invensys plc for $44.6 million in cash, plus a future payment of $5.0 million contingent on sales of Teccor products reaching $107.0 million for calendar year 2005. If the contingent purchase price is to be paid it will be accounted for as an adjustment to purchase price in accordance with EITF 95-8 "Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination", as the selling shareholder has had no involvement in the Teccor business since the date of acquisition. The Company does not believe that Teccor will achieve the sales level in 2005 which would trigger the additional future payment. Teccor manufactures semiconductor products for the telecommunications and industrial market segments, including transient voltage suppression devices and power switching devices. The addition of Teccor's transient voltage suppression products expands the Company's line of overvoltage products and strengthens its position in the telecom and industrial market segments. The acquisition was accounted for using the purchase method and the operations of Teccor are included in the Company's operations from the date of acquisition. The allocation of the purchase price resulted in no goodwill. The acquisition was funded with cash on hand and borrowings under the Company's $50.0 million revolving credit facility. The allocation of purchase price, net of cash, is as follows: (In thousands) - -------------- Current assets $ 27,508 Property, plant and equipment 21,550 Intangible asset 6,100 Deferred tax assets 6,703 Current liabilities (9,985) Purchase accounting liabilities (6,900) Other long-term liabilities (386) -------- Total purchase price, net of cash $ 44,590 ======== Purchase accounting liabilities are estimated to be $6.9 million and are primarily for redundancy costs related to manufacturing operations and selling, general and administrative functions. The Company began formulating the plan to incur these costs as of the acquisition date. Included in this amount is $0.7 million to reflect the obligation of Teccor to remit to Invensys proceeds from the sale of land. As of January 1, 2005, $5.4 million of restructuring payments related to employee severance have been paid and $1.4 million has been reversed from the liability with an offsetting reduction to intangible assets, leaving a balance of $0.1 million in purchase accounting liabilities at January 1, 2005. The remaining accrued liabilities are expected to be paid by the end of the 2005 fiscal year. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Teccor acquisition had occurred on December 29, 2002. (In thousands, except per share data) For the year ended 2004 2003 - ------------------------------------ ---------- --------- Net revenues $ 500,242 $ 375,797 Net income from operations 56,991 23,211 Net income 36,028 13,179 Diluted net income per share $ 1.59 $ 0.60 These unaudited pro forma results are presented for comparative purposes only. The pro forma results are not necessarily indicative of what actual results would have been had the acquisition been completed as of the beginning of the respective periods, or of future results. 3. Inventories The components of inventories are as follows at January 1, 2005, and January 3, 2004 (in thousands): 2004 2003 --------- --------- Raw materials $ 16,723 $ 11,783 Work in process 23,780 16,224 Finished goods 38,577 24,591 --------- --------- Total net inventory $ 79,080 $ 52,598 ========= ========= 4. Intangible Assets The Company recorded amortization expense of $2.4 million, $1.1 million and $0.8 million in 2004, 2003 and 2002, respectively.

The details of intangible assets and future amortization expense of existing intangible assets at January 1, 2005, are as follows (in thousands): As of January 1, 2005 As of January 3, 2004 --------------------------- --------------------------- Gross Gross Carrying Accumulated Carrying Accumulated Value Amortization Value Amortization ----------- ------------ ---------- ------------ Patents and licenses $ 26,318 $ 23,409 $ 22,820 $ 22,803 Distribution network 18,949 10,199 13,440 9,327 Trademarks and tradenames 11,688 4,295 11,145 3,332 ----------- ------------ ---------- ------------ Total $ 56,955 $ 37,903 $ 47,405 $ 35,462 Estimated amortization expense related to intangible assets with definite lives at January 1, 2005, is as follows (in thousands): 2005 $ 3,169 2006 3,169 2007 2,661 2008 2,315 2009 2,215 Thereafter 5,523 -------- $ 19,052 ======== The amounts for goodwill and changes in the carrying value by operating segment are as follows at January 1, 2005, and January 3, 2004 (in thousands): Additions and 2004 other adjustments 2003 --------- ----------------- --------- Americas $ 35,458 $ (1,034) $ 36,492 Europe 19,343 7,640 11,703 Asia 448 -- 448 --------- --------- --------- Total goodwill $ 55,249 $ 6,606 $ 48,643 --------- --------- --------- 5. Investments Included in investments are shares of Polytronics Technology Corporation Ltd. ("Polytronics"), a Taiwanese company, which was acquired as part of the Heinrich acquisition. The fair value of this investment at January 1, 2005 is $4.3 million. Included in Other comprehensive income (loss) is a loss of $1.1 million related to a decrease in the fair market value of Polytronics. 6. Long-term Obligations The carrying amounts of long-term debt, which approximate fair value, are as follows at January 1, 2005, and January 3, 2004 (in thousands): 2004 2003 --------- --------- 6.16% Senior Notes, maturing 2005 $ 10,000 $ 20,000 Revolving credit facility 17,500 -- Other obligations 6,822 8,697 --------- --------- 34,322 28,697 Less: Current maturities 32,958 18,496 --------- --------- $ 1,364 $ 10,201 ========= ========= The Company has unsecured domestic financing arrangements consisting of Senior Notes with insurance companies and a credit agreement with banks that provides a $50.0 million revolving credit facility. The Senior Notes require minimum annual principal payments. The revolving line of credit balance becomes due within the next year. At January 1, 2005, the Company had available $32.5 million of borrowing capability under the revolving credit facility at an interest rate of LIBOR plus .875%. The Company intends to renew this line of credit upon maturity. The Company also had $1.8 million and $1.9 million in letters of credit outstanding at January 1, 2005, and January 3, 2004, respectively. The Company also has an unsecured bank line of credit in Japan that provides a Yen 0.9 billion, an equivalent of $9.0 million, revolving credit facility at an interest rate of TIBOR plus .875% (.9625% as of January 1, 2005). The revolving line of credit balance becomes due within the next year. At January 1, 2005, the Company had an equivalent of $5.4 million outstanding on the Yen facility. The Company intends to renew this line of credit upon maturity. 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 January 1, 2005, and for the year then ended, the Company was in compliance with these covenants.

Aggregate maturities of long-term obligations at January 1, 2005, are as follows (in thousands): 2005 $ 32,958 2006 88 2007 44 2008 -- 2009 -- 2010 and thereafter 1,232 --------- $ 34,322 ========= Interest paid on long-term debt approximated $1.7 million in 2004, $2.1 million in 2003 and $2.5 million in 2002. 7. Other Long-term Liabilities Included in other long-term liabilities is an accrued liability of $5.8 million related to a former coal mining operation at Heinrich. The accrual is based upon the present value of the cost of future occurrences related to the coal mine shafts (such as a shaft collapse) and the probability of such occurrences. Actual amounts incurred could differ from the amount accrued. Ongoing maintenance of coal mine shaft entrances are expensed as incurred. 8. Derivatives and Hedging On June 11, 2002, the Company entered into cross-currency rate swaps, with a notional amount of $11.6 million, as a cash flow hedge of the variability of Yen cash flows attributable to the USD/JPY exchange rate risk on forecasted intercompany sales of inventory to a Japanese subsidiary. The cross-currency rate swaps convert $11.6 million of the Company's fixed rate 6.16% U.S. Dollar debt to fixed rate 3.13% Japanese Yen debt. At the inception of the hedge, both the foreign currency swap and the intercompany sales subject to the hedge were denominated in Japanese Yen. The swap agreements were accounted for as a cash flow hedge and reported at fair value. The notional amount outstanding at January 1, 2005, was $2.9 million and the fair value of the outstanding cross-currency rate swap agreements was recognized as a $0.6 million liability in the accrued liabilities on the consolidated balance sheet. The change in the liability has been reflected as a charge to accumulated other comprehensive loss in the consolidated balance sheet at January 1, 2005. The Company's hedges are considered effective and the net gain or loss from hedge ineffectiveness was not material. For the period from June 1, 2004, to September 30, 2005, Heinrich Industrie AG purchased Euro forward contracts that hedge the variability of U.S. Dollar cash attributable to the exchange rate risk on forecasted intercompany sales to U.S. and Asian subsidiaries. These forward contracts guarantee the rate at which the U.S. Dollar cash flows will be converted to Euro in the future. The forward agreements are reported at the fair value amounting to $0.2 million which was recorded as an asset under Other Assets on the consolidated balance sheet at January 1, 2005. The gains since the date of the Heinrich acquisition were recognized in the income statement and were immaterial. 9. 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, Germany, Japan 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 $0.2 million, $0.3 million and $0.3 million in 2004, 2003 and 2002, respectively. The Company's contributions are made in amounts sufficient to satisfy legal requirements and ensure funding to at least 90% of the ERISA Current Liability amount. In 2005, the Company expects to make contributions to defined benefit pension plans in the range of $1.0 million to $3.0 million. 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. Differences between total pension expense of $4.3 million, $3.6 million and $1.9 million in 2004, 2003 and 2002, respectively, were not material to the overall financial performance of the Company. The increases in pension expense in 2004 and 2003 were primarily due to lower asset investment returns than assumed and a decrease in the discount rate.

U.S. Foreign 2004 2003 2004 2003 ----------- ---------- ---------- --------- Change in benefit obligation Benefit obligation at beginning of year $ 55,648 $ 54,485 $ 27,479 $ 21,516 Service cost 2,759 2,667 1,066 786 Interest cost 3,498 3,551 1,877 1,260 Plan participants' contributions -- -- 178 178 Acquisition opening balance as of 5/06/04 -- -- 11,771 -- Net actuarial loss (gain) 1,430 (2,152) 654 (22) Benefits paid (3,110) (2,903) (1,196) (708) Effect of exchange rate movements -- -- 3,782 4,469 ----------- ---------- ---------- --------- Benefit obligation at end of year $ 60,225 $ 55,648 $ 45,611 $ 27,479 =========== ========== ========== ========= Change in plan assets at fair value Fair value of plan assets at beginning of year $ 44,667 $ 35,685 $ 22,997 $ 17,347 Actual return on plan assets 5,238 8,886 1,601 1,993 Employer contributions 1,000 3,000 580 537 Plan participant contributions -- -- 178 178 Benefits paid (3,110) (2,903) (676) (708) Effect of exchange rate movements -- -- 1,906 3,650 ----------- ---------- ---------- --------- Fair value of plan assets at end of year $ 47,795 $ 44,668 $ 26,586 $ 22,997 =========== ========== ========== ========= Unfunded status $ (12,430) $ (10,980) $ (19,025) $ (4,482) Unrecognized prior service cost (benefit) 114 124 (138) (142) Unrecognized transition asset -- -- (1,576) (1,555) Unrecognized net actuarial gain 6,236 6,552 7,173 6,294 ----------- ---------- ---------- --------- Prepaid pension asset (obligation) $ (6,080) $ (4,304) $ (13,566) $ 115 =========== ========== ========== ========= Amounts recognized in the Consolidated Balance Sheet consist of: Prepaid benefit cost $ -- $ -- $ 67 $ 50 Accrued benefit liability (6,080) (4,304) (14,337) (208) Accumulated other comprehensive income -- -- 704 273 ----------- ---------- ---------- --------- Net amount recognized $ (6,080) $ (4,304) $ (13,566) $ 115 =========== ========== ========== ========= The accumulated benefit obligation for the U.S. defined benefits plans was $51,102 and $45,984 at January 1, 2005, and January 3, 2004, respectively. The accumulated benefit obligation for the foreign plans was $40,573 and $22,787 at January 1, 2005, and January 3, 2004, respectively. U.S. Foreign 2004 2003 2002 2004 2003 2002 ------- ---------- -------- ---------- -------- -------- Components of net periodic benefit cost Service cost $ 2,759 $ 2,667 $ 2,198 $ 1,269 $ 995 $ 796 Interest cost 3,498 3,551 3,528 1,877 1,260 992 Expected return on plan assets (3,649) (3,664) (4,112) (1,521) (1,243) (1,277) Amortization of prior service cost 10 10 46 (13) (11) (11) Amortization of transition asset -- -- -- (90) (102) (85) Amortization of losses 158 110 -- -- -- -- Recognized actuarial loss -- -- -- 206 253 -- ======= ========== ======== ========== ======== ======== Total cost of the plan for the year 2,776 2,674 1,660 1,728 1,152 415 Expected plan participants' contribution -- -- -- (203) (208) (175) ------- ---------- -------- ---------- -------- -------- Net periodic benefit cost $ 2,776 $ 2,674 $ 1,660 $ 1,525 $ 944 $ 240 ======= ========== ======== ========== ======== ======== Weighted average assumptions used to determine benefit obligations at year-end 2004, 2003 and 2002: U.S. Foreign 2004 2003 2002 2004 2003 2002 -------- ---------- -------- ---------- -------- -------- Discount rate 6.0% 6.5% 6.8% 4.8% 5.5% 5.5% Compensation increase rate 4.5% 4.5% 4.5% 3.4% 4.0% 4.0% Measurement dates 12/31/04 12/31/03 12/31/02 12/31/04 12/31/03 12/31/02 Weighted average assumptions used to determine net periodic benefit cost for the years 2004, 2003 and 2002: U.S. Foreign 2004 2003 2002 2004 2003 2002 ------- ---------- -------- ---------- -------- -------- Discount rate 6.5% 6.8% 7.3% 5.5% 5.5% 6.0% Expected return on plan assets 8.8% 9.0% 9.0% 4.7% 6.7% 6.8% Compensation increase rate 4.5% 4.5% 4.5% 4.0% 4.0% 4.0% Measurement dates 1/01/04 1/01/03 1/01/02 1/01/04 1/01/03 1/01/02 Expected benefit payments to be paid to participants for the fiscal year ending are as follows (in thousands):

U.S. Foreign ------- ------- 2005 $ 2,762 $ 1,630 2006 2,813 1,991 2007 2,954 2,326 2008 3,149 1,948 2009 3,285 1,855 2010-2014 $19,565 $14,679 Defined Benefit Plan Assets Based upon analysis of the target asset allocation and historical returns by type of investment, the Company has assumed that the expected long-term rate of return will be 8.8% on domestic plan assets and 4.7% on foreign plan assets. Assets are invested to maximize long-term return taking into consideration timing of settlement of the retirement liabilities and liquidity needs for benefits payments. Actual investment returns over the last three years have been less than the assumed long-term rate of return and, should this trend continue, net periodic benefit cost would increase. U.S. defined benefit pension assets were invested as follows and were not materially different from the target asset allocation: U.S. Asset Allocation 2004 2003 ---- ---- Equity securities 74% 74% Debt securities 26% 26% ---- ---- 100% 100% ==== ==== Foreign Asset Allocation 2004 2003 ---- ---- Equity securities 75% 73% Debt securities 14% 17% Property 8% 8% Cash 3% 2% ---- ---- 100% 100% ==== ==== Defined Contribution Plans 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 $0.5 million, $0.5 million and $0.6 million in 2004, 2003 and 2002, respectively. 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 $0.7 million, $0.7 million and $0.4 million in 2004, 2003 and 2002, respectively. 10. 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 4,425,000 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 10 year period commencing from the date of vesting. The Company changed its policy in 2002 whereby the stock options vest over a five-year period and are exercisable over a 10 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: 2004 2003 2002 ---- ---- ---- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price --------- --------- ----------- ----------- ----------- ---------- Outstanding at beginning of year 2,046,720 $ 23.55 1,976,605 $ 23.73 1,902,905 $ 23.63 Options granted Option price equals market price 363,750 38.44 361,750 22.18 329,250 23.18 Option price less than market price -- -- 20,000 7.00 4,000 5.00 --------- --------- --------- ----------- --------- ---------- Total options granted 363,750 38.44 381,750 21.38 333,250 22.96 Exercised (706,880) 22.93 (169,015) 17.29 (99,580) 15.43

Forfeited (43,150) 26.72 (142,620) 27.64 (159,970) 26.02 --------- --------- --------- ----------- --------- ---------- Outstanding at end of year 1,660,440 $ 26.97 2,046,720 $ 23.55 1,976,605 $ 23.73 ========= ========= ========= =========== ========= ========== Exercisable at end of year 772,440 1,114,028 1,060,140 Available for future grant 454,030 774,870 1,004,500 Weighted-average value of options granted during the year $ 19.87 $ 13.71 $ 12.75 Option price equals market price 19.87 13.25 12.69 Option price less than market price -- 23.89 20.97 As of January 1, 2005, the Company had the following outstanding options: Weighted- Weighted- Options Average Average Options Exercise Price Outstanding Exercise Price Remaining Life Exercisable - -------------- ----------- -------------- -------------- ------------ $3.69 to $ 5.00 27,500 $ 4.43 4.79 27,340 $7.00 to $11.16 33,400 8.36 7.86 17,400 $11.63 to $16.50 43,940 14.98 5.36 40,520 $17.81 to $25.50 749,620 21.84 8.84 388,140 $26.63 to $38.80 805,980 33.94 9.84 299,040 Notes Receivable - Common Stock: In 1995, the Company established the Executive Loan Program under which certain management employees could then 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 changed its policy in 2002 such that management employees may no longer obtain such loans. Accumulated Other Comprehensive Income (Loss): At the end of the year the components of accumulated other comprehensive income (loss) were as follows (in thousands): January 1, January 3, 2005 2004 --------- ----------- Net unrealized loss on derivatives $ (177) $ (1,001) Minimum pension liability adjustment, net of tax (704) (246) Unrealized loss on marketable securities (1,095) -- Foreign currency translation adjustment 5,649 (1,795) --------- ----------- Total $ 3,673 $ (3,042) ========= =========== 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 $0.01 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 or if the rights plan is extended or renewed by the Board of Directors of the Company. 11. Income Taxes Federal, state, and foreign income tax expense (benefit) consists of the following (in thousands):

2004 2003 2002 ------- ------- ------- Current: Federal $ 6,656 $10,346 $ (527) State 1,196 339 249 Foreign 6,880 4,402 5,110 ------- ------- ------- Subtotal 14,732 15,087 4,832 Deferred: Federal and State 3,087 (6,897) 2,987 Foreign 1,411 439 (2,408) ======= ======= ======= Subtotal 4,498 (6,458) 579 ------- ------- ------- Provision for income taxes $19,230 $ 8,629 $ 5,411 ======= ======= ======= Domestic and foreign income before income taxes is as follows (in thousands): 2004 2003 2002 -------- ------- ------- Domestic $ 28,115 $ 6,808 $ 6,542 Foreign and Minority Interest 27,296 17,160 8,489 -------- ------- ------- Income before income taxes $ 55,411 $23,968 $15,031 ======== ======= ======= 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): 2004 2003 2002 -------- --------- -------- Tax expense at statutory rate of 35% $ 19,394 $ 8,389 $ 5,259 State and local taxes (benefit), net of federal tax benefit 777 220 162 Foreign income tax rate differential (1,846) (611) 179 Foreign losses for which no tax benefit is available 759 -- 34 Valuation allowance 753 -- -- Other, net (607) 631 (223) -------- --------- -------- Provision for income taxes $ 19,230 $ 8,629 $ 5,411 ======== ========= ======== 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 January 1, 2005, and January 3, 2004, are as follows (in thousands): 2004 2003 -------- ------- Deferred tax liabilities Tax depreciation and amortization in excess of book $ 4,765 $ 1,572 Foreign 2,893 -- Other 511 1,340 -------- ------- Total deferred tax liabilities 8,169 2,912 Deferred tax assets Accrued expenses 14,475 16,224 Foreign tax credit carryforwards 2,994 2,782 AMT credit carryforwards -- 1,002 Foreign net operating loss carryforwards 5,706 2,666 -------- ------- Gross deferred tax assets 23,175 22,674 Less: Valuation allowance (6,523) (2,666) ======== ======= Total deferred tax assets 16,652 20,008 -------- ------- Net deferred tax assets $ 8,483 $17,096 ======== ======= The deferred tax asset valuation allowance is related to deferred tax assets from foreign net operating losses and a capital loss expected from a non-controlled foreign investment. The net operating loss carryforwards expire between 2005 and 2011. The foreign tax credit carryforwards expire in 2013. A deferred tax asset relating to a net operating loss from an acquired group of companies has not been recorded since the amount cannot be reasonably estimated between a range of zero and $15.0 million. The Company paid income taxes of approximately $11.2 million, $2.7 million and $5.8 million in 2004, 2003 and 2002, respectively. U.S. income taxes were not provided for on a cumulative total of approximately $43.3 million of undistributed earnings for certain non-U.S. subsidiaries as of January 1, 2005, 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.

12. 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 fiscal years ended 2004, 2003 and 2002 are as follows (in thousands): Asia- Combined Consolidated Americas Europe Pacific Total Corporate Eliminations Total ---------- ---------- --------- ---------- --------- ------------ ------------ Revenues 2004 $ 234,835 $ 129,137 $ 136,270 $ 500,242 $ -- $ -- $ 500,242 2003 167,417 61,098 110,895 339,410 -- -- 339,410 2002 148,047 51,233 83,987 283,267 -- -- 283,267 Intersegment revenues 2004 137,611 58,376 28,718 224,705 -- (224,705) -- 2003 70,882 54,742 21,443 147,067 -- (147,067) -- 2002 62,022 47,213 17,696 126,931 -- (126,931) -- Interest expense, net 2004 1,668 (175) (2) 1,491 -- -- 1,491 2003 2,068 (25) 2 2,045 -- -- 2,045 2002 2,450 19 184 2,653 -- -- 2,653 Depreciation and 2004 14,308 8,239 1,312 23,859 2,441 -- 26,300 amortization 2003 16,442 1,541 2,350 20,333 768 -- 21,101 2002 13,256 2,853 2,028 18,137 767 -- 18,904 Other expense 2004 (2,106) 1,466 729 89 -- -- 89 (income), net 2003 (728) 91 705 68 -- -- 68 2002 (1,385) (888) 520 (1,753) -- -- (1,753) Income tax 2004 11,589 3,092 4,549 19,230 -- -- 19,230 expense 2003 4,326 1,022 3,281 8,629 -- -- 8,629 2002 3,583 1,764 64 5,411 -- -- 5,411 Net income (loss) 2004 23,598 (772) 15,643 38,469 (2,441) -- 36,028 2003 5,306 869 9,932 16,107 (768) -- 15,339 2002 2,626 3,235 8,270 14,131 (4,511) -- 9,620 Identifiable assets* 2004 344,277 264,523 64,828 673,628 -- (248,319) 425,309 2003 356,871 33,637 47,798 438,306 -- (126,736) 311,570 2002 286,348 32,908 45,079 364,335 -- (86,857) 277,478 Capital expenditures, net 2004 15,766 2,908 3,405 22,079 -- -- 22,079 2003 12,157 1,954 (70) 14,041 -- -- 14,041 2002 9,256 (2,516) 1,620 8,360 -- -- 8,360 *Corporate assets have been reclassified to Americas for prior periods. Reconciling items primarily consist of intercompany balances. The Company's revenues by product areas for the years ended January 1, 2005, January 3, 2004 and December 28, 2002, are as follows (in thousands): Revenues 2004 2003 2002 - -------- ---------- --------- ---------- Electronic $ 325,627 $ 206,523 $ 150,838 Automotive 114,736 98,327 98,235 Electrical 59,879 34,560 34,194 ---------- --------- ---------- Consolidated total $ 500,242 $ 339,410 $ 283,267 ========== ========= ==========

No single customer accounted for more than 10% of revenue. 13. 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 $4.5 million in 2004, $3.4 million in 2003 and $2.6 million in 2002. Future minimum payments for all non-cancelable operating leases with initial terms of one year or more at January 1, 2005, are as follows (in thousands): 2005 $ 4,371 2006 2,221 2007 1,560 2008 1,084 2009 764 2010 and thereafter 684 -------- Total lease commitments $ 10,684 ======== The Company did not have any capital leases as of January 1, 2005. 14. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: (In thousands, except per share amounts) 2004 2003 2002 - ------------------------------ -------- -------- -------- Numerator: Net income $ 36,028 $ 15,339 $ 9,620 ======== ======== ======== Denominator: Denominator for basic earnings per share- Weighted-average shares 22,239 21,881 21,858 Effect of dilutive securities: Employee stock options 365 123 113 -------- -------- -------- Denominator for diluted earnings per share- Adjusted weighted- average shares and assumed conversions 22,604 22,004 21,971 Basic earnings per share $ 1.62 $ 0.70 $ 0.44 -------- -------- -------- Diluted earnings per share $ 1.59 $ 0.70 $ 0.44 ======== ======== ======== Options to purchase 362,500, 1,376,122 and 1,434,718 shares of common stock were outstanding at January 1, 2005, January 3, 2004, and December 28, 2002, 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 2004* 2003** 2002 2001 2000 -------- -------- -------- -------- -------- Net sales $500,242 $339,410 $283,267 $272,149 $371,920 Gross profit 178,954 104,426 88,623 85,592 150,648

Operating income 56,991 26,081 15,931 8,540 61,748 Net income 36,028 15,339 9,620 4,070 37,298 Net income per share - Diluted 1.59 0.70 0.44 0.19 1.69 Net working capital 98,470 62,120 59,181 62,486 74,503 Total assets 425,309 311,570 277,478 272,272 274,378 Long-term debt 1,364 10,201 20,252 30,402 41,397 * Results include Heinrich. Refer to the Notes to Consolidated Financial Statements for more information. ** Results include Teccor. Refer to the Notes to Consolidated Financial Statements for more information. Quarterly Results of Operations (unaudited) 2004 2003 4Q* 3Q* 2Q* 1Q 4Q** 3Q** 2Q 1Q -------- -------- -------- -------- -------- ------- ------- ------- Net sales $124,139 $135,926 $128,759 $111,418 $101,963 $94,696 $72,789 $69,962 Gross profit 43,700 49,961 45,488 39,805 29,688 27,786 23,894 23,078 Operating income (loss) 6,892 18,376 15,981 15,742 7,459 7,069 6,322 5,231 Net income (loss) 4,828 11,250 10,344 9,606 4,191 4,073 3,852 3,223 Net income (loss) per share: Basic 0.21 0.50 0.47 0.44 0.19 0.19 0.18 0.15 Diluted 0.21 0.49 0.46 0.43 0.19 0.19 0.18 0.15 Sales and margins were down in the fourth quarter of 2004 partly due to slower North American distributor sales. In the fourth quarter of 2004 the Company also recorded a non tax-deductible charge of $2.2 million to impair a portion of the Semitron investment acquired in 2002. Operating margins were also unfavorably impacted by higher operating expenses related to the Sarbanes-Oxley Act compliance as well as increased consulting, marketing and legal costs. * Results include Heinrich. Refer to the Notes to Consolidated Financial Statements for more information. Heinrich gross profit has been reduced by $600 and $1,309 in Q3 2004 and Q2 2004, respectively, to reflect reclassifications between cost of sales and selling, general and administrative expenses to conform to 4Q 2004 presentation. ** Results include Teccor. Refer to the Notes to Consolidated Financial Statements for more information. Quarterly Stock Prices 2004 2003 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q ----- ----- ----- ----- ----- ----- ----- ----- High 40.19 41.48 44.05 37.81 30.12 27.19 23.06 19.02 Low 31.45 32.60 36.24 28.56 23.00 21.79 17.47 16.86 Close 34.16 35.49 42.13 37.20 28.69 22.33 21.66 17.82

EXHIBIT 14.1 LITTELFUSE, INC. CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS Littelfuse, Inc. (the "Company") seeks to promote ethical conduct in its financial management and reporting. As a public company, it is essential that the Company's filings with the Securities and Exchange Commission are accurate, complete and understandable. The principal executive and financial officers of the Company hold an essential role in this process. This Code of Ethics applies to the principal executive officer, principal financial officer, principal accounting officer and controller of the Company and other employees of the Company performing similar functions as well as any other employee of the Company who may be designated by the Board of Directors from time to time as being subject to this Code of Ethics (each, a "Senior Officer"). 1. Each Senior Officer shall: (i) Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. (ii) Provide the Board of Directors with information that is accurate, complete, timely and understandable. (iii) Comply with all laws, rules and regulations of federal, state and local governments and regulatory agencies. (iv) Act in good faith with due care, competence and diligence, without allowing his or her independent judgment or conduct to be improperly influenced. (v) Proactively promote ethical behavior within the Company. (vi) Promote responsible use of and control over all Company assets and resources. (vii) Provide full, fair, accurate, timely and understandable information in all reports and documents filed with, or submitted to, the Securities and Exchange Commission or any other governmental entity and in any other public communication made by the Company. (viii) Promptly report any violations of this Code of Ethics to the Chairman of the Audit Committee of the Board of Directors. 2. Violations of this Code of Ethics may subject a Senior Officer to disciplinary action, ranging from a reprimand to dismissal and possible criminal prosecution. 3. Each Senior Officer shall certify each year that he or she has not violated this Code of Ethics and is not aware of any violation of this Code of Ethics by any other Senior Officer that has not been reported to the Chairman of the Audit Committee of the Board of Directors. 4. This Code of Ethics may be amended by the Board of Directors.

Exhibit 21.1 SUBSIDIARIES Littelfuse, S.A. de C.V. Littelfuse do Brasil Ltda. Littelfuse da Amazonia, Ltda. Watseka LF, Inc. Teccor Electronics, Inc. Teccor Delaware, Inc. Littelfuse GP, Inc. Littelfuse I L.P. Teccor Electronics Mexico Holdings LLC Teccor de Mexico s. de. R.L. de C.V. Wickmann USA, Inc. Littelfuse, B.V. Littelfuse, A.G. Littelfuse Limited Littelfuse Ireland Development Co., Ltd. Littelfuse Ireland Limited Littelfuse U.K. Ltd. Littelfuse Ireland Holding Ltd. REMPAT Holding B.V. REMPAT Financial B.V. Littelfuse Holding GmbH Littelfuse GmbH Heinrich Industrie, A.G. H.I. Verwaltungs GmbH Wickmann Group, GmbH H.I. Immobilien Management GmbH Wickmann-Werke GmbH Wilhelm PUDENZ GmbH EFEN Gmbh EFEN Polska Sp. Z.o.o. EFEN Kasposvar Hungaria Swithgear Systems, Ltd. Wickman Components, Ltd. Littelfuse Europe Holding, 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. Dongguan EFEN Electrical Products Co. Dongguan Wickmann Electrical Products Co. Motherson PUDENZ Wickmann Ltd. Wickmann Asia Ltd.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Annual Report (Form 10-K) of Littelfuse, Inc. of our reports dated March 11, 2005, with respect to the consolidated financial statements of Littelfuse, Inc., Littelfuse, Inc.'s management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Littelfuse, Inc., included in the 2004 Annual Report to Shareholders of Littelfuse, Inc. Our audits also included the financial statement schedule of Littelfuse, Inc. listed in Item 15(a). This schedule is the responsibility of Littelfuse, Inc.'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 on Form S-8 (File Nos. 33-55942, 33-64442, 33-95020, 333-03260 and 333-64285) of Littelfuse, Inc. of our reports dated March 11, 2005, with respect to the consolidated financial statements and schedule of Littelfuse, Inc., Littelfuse, Inc.'s management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Littelfuse, Inc., incorporated by reference in the preceding paragraph with respect to the financial statement schedule in this Annual Report (Form 10-K) for the year ended January 1, 2005. Chicago, Illinois March 16, 2005 /s/ Ernst & Young LLP

EXHIBIT 31.1 SECTION 302 CERTIFICATION I, Gordon Hunter, certify that: 1. I have reviewed this annual report on Form 10-K of Littelfuse Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 17, 2005 /s/ Gordon Hunter ------------------------- Gordon Hunter Chairman, President & CEO

EXHIBIT 31.2 SECTION 302 CERTIFICATION I, Philip G. Franklin, certify that: 1. I have reviewed this annual report on Form 10-K of Littelfuse Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 17, 2005 /s/ Philip G. Franklin ------------------------- Philip G. Franklin Vice President, Operations Support & CFO

EXHIBIT 32.1 Littelfuse, Inc. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of title 18, United States Code), each of the undersigned officers of Littelfuse, Inc. (the "Company") does hereby certify that to his knowledge: The Annual Report on Form 10-K for the period ended January 1, 2005 of the Company (the "Form 10-K") 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 Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ GORDON HUNTER /s/ PHILIP FRANKLIN ------------------------------ ------------------------------ Chairman, President and Vice President, Operations Support and Chief Executive Officer Chief Financial Officer