

(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Patents, licenses and software	$	139,415	$	75,175	$	64,240
Distribution network	43,900		35,702		8,198
Customer relationships, trademarks, and tradenames	374,658		105,922		268,736
Total	$	557,973	$	216,799	$	341,174

(in thousands, except weighted average useful life)
Weighted
Average
Useful Life (Years)

Gross
Carrying
Value

Accumulated Amortization

Net Book
Value
Patents, licenses and software 10.5 $ 192,215
$ 71,451
$ 120,764
Distribution network 12.6 44,098
34,214
9,884
Customer relationships, trademarks, and tradenames 18 312,267
69,478
242,789
Order backlog 0.3 12,420
8,706
3,714
Total $ 561,000

$ 183,849

$ 377,151

~~During the nine months ended September 29, 2018, the Company recorded additions to other intangible assets of $212.7 million, related to the IXYS acquisition, the components of which were as follows:~~

(in thousands, except weighted average useful life)
Weighted
Average
Useful Life (Years)

Amount
Patents, licenses and software 8 $ 51,500
Customer relationships, trademarks, and tradenames 17.2 148,800
Order backlog 1 12,420
Total $ 212,720

During the three ~~and nine~~ months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, the Company recorded amortization expense of ~~$13.1~~$10.1 million and ~~$38.5~~$13.4 million, respectively. During the six months ended June 29, 2019 and June 30, 2018, the Company recorded amortization expense of $20.2 million and ~~$6.3~~$25.4 million, ~~and $18.4 million, respectively, for intangible assets with definite lives.~~respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of ~~September~~June 29, ~~2018~~2019 is as follows:



(in thousands)	Amount
2019	$	40,119
2020	39,458
2021	36,833
2022	36,743
2023	31,524
2024 and thereafter	176,738
Total	$	361,415

(in thousands)
Amount
2018 $ 53,383
2019 40,454
2020 40,237
2021 38,403
2022 37,506
2023 and thereafter 206,586
Total $ 416,569

6. Lease Commitments

The Company leases office and production space under various non-cancelable operating leases that expire no later than 2025. Certain real estate leases include one or more options to renew. The exercise of lease renewal options is at the Company's sole discretion. Options to extend the lease are included in the lease term when it is reasonably certain the Company will exercise the option. The Company also has production equipment, office equipment and vehicles under operating leases. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise. Certain leases include rental payments adjusted periodically for inflation. The lease agreements do not contain any material residual value guarantee or material restrictive covenants.

The Company does not have a published credit rating because it has no publicly traded debt; therefore, the Company is generating its incremental borrowing rate (IBR), using a synthetic credit rating model that compares its credit quality to other rated companies based on certain financial metrics and ratios. The reference rate will be based on the yield curve of companies with similar credit quality based on the metrics and adjusted for currency in regions where we have significant operations.

All leases with an initial term of 12 months or less that do not include an option to extend or purchase the underlying asset that the Company is reasonably certain to exercise (“short-term leases”) are not recorded on the Condensed Consolidated Balance Sheet. Short-term lease expenses are recognized on a straight-line basis over the lease term.

The following table presents the classification of ROU assets and lease liabilities as of June 29, 2019:



Leases (in thousands)	Condensed Consolidated Balance Sheet Classification	June 29, 2019
Assets
Operating ROU assets	Right of use lease assets, net	$	23,280
Liabilities
Current operating lease liabilities	Accrued liabilities	$	7,349
Non-current operating lease liabilities	Non-current operating lease liabilities	18,643
Total lease liabilities		$	25,992

The following table represents the lease costs for the three and six months ended June 29, 2019:



Leases cost (in thousands)	Condensed Consolidated Statements of Net Income Classification	Three Months Ended June 29, 2019		Six Months Ended June 29, 2019
Short-term lease expenses	Cost of sales, SG&A expenses	$	148	$	301
Variable lease expenses	Cost of sales, SG&A expenses	187		381
Operating lease rent expenses	Cost of sales, SG&A expenses	2,215		4,408
Total operating lease costs	Cost of sales, SG&A expenses	$	2,550	$	5,090



Maturity of Lease Liabilities as of June 29, 2019 (in thousands)	Operating leases
2019 (excluding the six months ended June 29, 2019)	$	4,476
2020	7,594
2021	5,861
2022	4,829
2023	3,190
2024 and thereafter	3,147
Total lease payments	$	29,097

Present value of lease liabilities	$	25,992



Operating Lease Term and Discount Rate	June 29, 2019
Weighted-average remaining lease term (years)	4.26
Weighted-average discount rate	5.17	%



Other Information (in thousands)	Six Months Ended June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow payments for operating leases	$	(4,463	)
Leased assets obtained in exchange for operating lease liabilities	1,510

7. Accrued Liabilities

The components of accrued liabilities at June 29, 2019 and December 29, 2018 are as follows:



(in thousands)	June 29, 2019		December 29, 2018
Employee-related liabilities	$	36,048	$	60,640
Other non-income taxes	30,467		21,523
Operating lease liability	7,349		—
Professional services	4,595		6,169
Interest	4,366		5,137
Accrued share repurchases	—		4,349
Restructuring liability	4,753		3,887
Other	24,118		36,700
Total	$	111,696	$	138,405

Employee-related liabilities consist primarily of payroll, sales commission, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other client-related liabilities.

8. Restructuring, Impairment and Other Charges

The Company recorded restructuring, impairment and other charges for the three and six months ended June 29, 2019 and June 30, 2018 as follows:



	Three months ended June 29, 2019								Six months ended June 29, 2019
(in thousands)	Electronics		Automotive		Industrial		Total		Electronics		Automotive		Industrial		Total
Employee terminations	$	1,698	$	3,241	$	674	$	5,613	$	3,498	$	3,846	$	721	$	8,065
Other restructuring charges	—		70		—		70		13		90		250		353
Total restructuring charges	1,698		3,311		674		5,683		3,511		3,936		971		8,418
Total	$	1,698	$	3,311	$	674	$	5,683	$	3,511	$	3,936	$	971	$	8,418



	Three months ended June 30, 2018								Six months ended June 30, 2018
(in thousands)	Electronics		Automotive		Industrial		Total		Electronics		Automotive		Industrial		Total
Employee terminations	$	2,402	$	—	$	62	$	2,464	$	3,079	$	99	$	65	$	3,243
Other restructuring charges	670		—		—		670		670		—		—		670
Total restructuring charges	3,072		—		62		3,134		3,749		99		65		3,913
Impairment	—		88		1,037		1,125		—		88		1,037		1,125
Total	$	3,072	$	88	$	1,099	$	4,259	$	3,749	$	187	$	1,102	$	5,038

2019

For the three and six months ended June 29, 2019, the Company recorded total restructuring charges of $5.7 million and $8.4 million, respectively, for employee termination costs and other restructuring charges.These charges primarily related to the reorganization of operations and selling, general and administrative functions as well as the integration of IXYS within the Electronics segment and the reorganization of operations in the automotive sensors and commercial vehicle products businesses within the Automotive segment.

In April 2019, we announced the closure of a European manufacturing facility in the automotive sensors business within the Automotive segment. The Company recorded $1.7 million of employee termination costs associated with this plant closure.

2018

For the three and six months ended June 30, 2018, the Company recorded total restructuring charges of $3.1 million and $3.9 million, respectively, for employee termination costs and other restructuring charges related to lease termination and facility closure. These charges primarily related to the integration of IXYS and the reorganization of the IXYS Radio Pulse business within the Electronics segment. For the three and six months ended June 30, 2018, the Company recorded impairment charges of $1.1 million primarily related to the impairment of a building and a trade name associated with the exit of the Custom business within the Industrial segment.

The restructuring reserves as of June 29, 2019 and December 29, 2018 are $4.8 million and $3.9 million, respectively. The restructuring reserves are included within accrued liabilities in the Condensed Consolidated Balance Sheets. The Company anticipates the remaining payments associated with employee terminations will primarily be completed by December 2019.

9. Debt

The carrying amounts of debt at ~~September~~June 29, ~~2018~~2019 and December ~~30, 2017~~29, 2018 are as follows:



(in thousands)	June 29, 2019			December 29, 2018
Term Loan	$	147,500		$	155,000
Euro Senior Notes, Series A due 2023	132,992			133,417
Euro Senior Notes, Series B due 2028	107,984			108,330
U.S. Senior Notes, Series A due 2022	25,000			25,000
U.S. Senior Notes, Series B due 2027	100,000			100,000
U.S. Senior Notes, Series A due 2025	50,000			50,000
U.S. Senior Notes, Series B due 2030	125,000			125,000
Other	2,619			2,619
Unamortized debt issuance costs	(4,155		)	(4,636		)
Total debt	686,940			694,730
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt	$	676,940		$	684,730

(in thousands) September 29,
2018 December 30,
2017
Term Loan $ 155,000
$ 122,500
Euro Senior Notes, Series A due 2023 136,819
139,623
Euro Senior Notes, Series B due 2028 111,092
113,369
U.S. Senior Notes, Series A due 2022 25,000
25,000
U.S. Senior Notes, Series B due 2027 100,000
100,000
U.S. Senior Notes, Series A due 2025 50,000
—
U.S. Senior Notes, Series B due 2030 125,000
—
Other 2,694
—
Unamortized debt issuance costs (4,892 ) (4,881 )
Total debt 700,713

495,611
Less: Current maturities (10,076 ) (6,250 )
Total long-term debt $ 690,637

$ 489,361

Revolving Credit Facility / Term Loan

On March 4, 2016, the Company entered into a five-year credit agreement (“Credit Agreement”) with a group of lenders for up to $700.0 million. The Credit Agreement consisted of an unsecured revolving credit facility (“Revolving Credit Facility”) of $575.0 million and an unsecured term loan credit facility (“Term Loan”) of up to $125.0 million. In addition, the Company had the ability, from time to time, to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $150.0 million, in the aggregate, in each case in minimum increments of $25.0 million, subject to certain conditions and the agreement of participating lenders.

On October 13, 2017, the Company amended the Credit Agreement to increase the Revolving Credit Facility from $575.0 million to $700.0 million and increase the Term Loan from $125.0 million to $200.0 million and to extend the expiration date from March 4, 2021 to October 13, 2022. The Credit Agreement also includes the option for the Company to increase the size of the Revolving Credit Facility and the Term Loan by up to an additional $300.0 million, in the aggregate, subject to the satisfaction of certain conditions set forth in the Credit Agreement. Term Loans may be made in up to two advances. The first advance of $125.0 million occurred on October 13, 2017 and the second advance of $75.0 million occurred on January 16, 2018. For the Term Loan, the Company is required to make quarterly principal payments of 1.25% of the original term loan ($2.5 million ~~with the second advance on January 16, 2018)~~quarterly) through maturity, with the remaining balance due on October 13, 2022. ~~In addition to the~~The Company paid quarterly principal payments ~~the Company paid an additional $35.0~~of $2.5 million ~~of principal~~and $7.5 million on the term loan during the ~~nine~~three and six months ended ~~September~~June 29, ~~2018.~~2019.

Outstanding borrowings under the Credit Agreement bear interest, at the Company’s option, at either LIBOR, fixed for interest periods of one, two, three or six-month periods, plus 1.00% to 2.00%, or at the bank’s Base Rate, as defined, plus 0.00% to 1.00%, based upon the Company’s Consolidated Leverage Ratio, as defined. The Company is also required to pay commitment fees on unused portions of the credit agreement ranging from 0.15% to 0.25%, based on the Consolidated Leverage Ratio, as defined in the agreement. The credit agreement includes representations, covenants and events of default that are customary for financing transactions of this nature. The effective interest rate on outstanding borrowings under the credit facility was ~~3.49%~~3.65% at ~~September~~June 29, ~~2018.~~2019.

As of ~~September~~June 29, ~~2018,~~2019, the Company had $0.1 million outstanding in letters of credit and had available ~~$699.9~~$531.1 million of borrowing capacity under the Revolving Credit ~~Facility.~~Facility based on financial covenants. At ~~September~~June 29, ~~2018,~~2019, the Company was in compliance with all covenants under the Credit Agreement.

Senior Notes

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes

occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“

(“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017.

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.

On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together the “U.S. Senior Notes due 2025 and 2030” and with the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.

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

The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At ~~September~~June 29, ~~2018,~~2019, the Company was in compliance with all covenants under the Senior Notes.

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

Interest paid on all Company debt was $3.5 million and $3.7 million for the three months ended June 29, 2019 and June 30, 2018, respectively, and $11.5 million and $7.7 million for the six months ended June 29, 2019 and June 30, 2018, respectively.

6.10. Fair Value of Assets and Liabilities

For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:

Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2—Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable, and

Level 3—Valuations based upon one or more significant unobservable inputs.

Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.

Investments in Equity Securities

Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in investments and other assets.

The Company has certain convertible debt and convertible preferred stock investments that are accounted for under the cost method reflected in other assets in the Condensed Consolidated Balance Sheets. During the six months ended June 29, 2019, the Company recorded impairment charges of $2.8 million in Other expense (income), net in the Condensed Consolidated Statements of Net Income to adjust these certain investments to their estimated fair value of $1.2 million. The fair value of these investments are measured on a nonrecurring basis and determined to be Level 3 under the fair value hierarchy. The Company's accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs.

Mutual Funds

The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in other assets.

There were no changes during the quarter ended ~~September~~June 29, ~~2018~~2019 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of ~~September~~June 29, ~~2018,~~2019 and December ~~30, 2017,~~29, 2018, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of ~~September~~June 29, ~~2018:~~2019:



	Fair Value Measurements Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments in equity securities	$	11,161	$	—	$	—	$	11,161
Mutual funds	9,619		—		—		9,619

Fair Value Measurements Using
(in thousands)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
Total
Investments in equity securities $ 12,204
$ —
$ —
$ 12,204
Mutual funds 10,546
—
—
10,546

The following table presents assets measured at fair value by classification within the fair value hierarchy as of December ~~30, 2017:~~

29, 2018:



	Fair Value Measurements Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments in equity securities	$	10,312	$	—	$	—	$	10,312
Mutual funds	9,112		—		—		9,112

Fair Value Measurements Using
(in thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Investments in equity securities $ 10,993
$ —
$ —
$ 10,993
Mutual funds 7,962
—
—
7,962

In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values. The Company’s revolving and term loan debt facilities’ fair values approximate book value at ~~September~~June 29, ~~2018~~2019 and December ~~30, 2017,~~29, 2018, as the rates on these borrowings are variable in nature.

The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series A and Series B and USD Senior Notes, Series A and Series B, as of ~~September~~June 29, ~~2018~~2019 and December ~~30, 2017~~29, 2018 were as follows:



	June 29, 2019				December 29, 2018
(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Euro Senior Notes, Series A due 2023	$	132,992	$	136,568	$	133,417	$	130,888
Euro Senior Notes, Series B due 2028	107,984		116,210		108,330		103,774
USD Senior Notes, Series A due 2022	25,000		24,781		25,000		24,115
USD Senior Notes, Series B due 2027	100,000		100,440		100,000		94,458
USD Senior Notes, Series A due 2025	50,000		49,884		50,000		47,434
USD Senior Notes, Series B due 2030	125,000		123,756		125,000		114,731

September 29, 2018 December 30, 2017
(in thousands)
Carrying
Value

Estimated
Fair Value

Carrying
Value

Estimated
Fair Value
Euro Senior Notes, Series A due 2023 $ 136,819
$ 135,392
$ 139,623
$ 138,294
Euro Senior Notes, Series B due 2028 111,092
108,511
113,369
111,579
USD Senior Notes, Series A due 2022 25,000
24,052
25,000
24,737
USD Senior Notes, Series B due 2027 100,000
94,474
100,000
99,992
USD Senior Notes, Series A due 2025 50,000
47,333
—
—
USD Senior Notes, Series B due 2030 125,000
115,231
—
—

7.11. Benefit Plans

The Company has company-sponsored defined benefit pension plans covering employees in the U.K., Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is based on years of service and final average pay.

The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other expense (income), net in the Condensed Consolidated Statements of Net Income. The components of net periodic benefit cost for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017~~2018 were as follows:



	For the Three Months Ended						For the Six Months Ended
(in thousands)	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Components of net periodic benefit cost:
Service cost	$	514		$	533		$	1,014		$	1,066
Interest cost	813			501			1,597			1,002
Expected return on plan assets	(821		)	(540		)	(1,611		)	(1,080		)
Amortization of prior service	62			74			124			148
Net periodic benefit cost	$	568		$	568		$	1,124		$	1,136

For the Three Months Ended For the Nine Months Ended
(in thousands) September 29, 2018 September 30, 2017 September 29, 2018 September 30, 2017
Components of net periodic benefit cost:
Service cost $ 533
$ 408
$ 1,599
$ 1,224
Interest cost 501
360
1,503
1,080
Expected return on plan assets (540 ) (476 ) (1,620 ) (1,428 )
Amortization of prior service 74
84
222
252
Net periodic benefit cost $ 568

$ 376

$ 1,704

$ 1,128

The Company expects to make approximately $2.3 million of cash contributions to its pension plans in ~~2018.~~2019.

~~8. Shareholders’ Equity~~

~~The following table sets forth the changes in shareholders’ equity for the nine months ended September 29, 2018:~~

(in thousands)
Littelfuse,
Inc.
Shareholders’
Equity

Non-
controlling
Interest
Total
Balance at December 30, 2017 927,419
137
927,556
Net income 131,900
—
131,900
Other comprehensive loss (24,168 ) —
(24,168 )
Stock-based compensation 23,153
—
23,153
Withheld shares on restricted share units for withholding taxes (7,252 ) —
(7,252 )
Stock options exercised 25,171
—
25,171
Issuance of common stock(a)
472,301
—
472,301
Cash dividends paid (29,258 ) —
(29,258 )
Non-controlling interest —
(7 ) (7 )
Balance at September 29, 2018 1,519,266

130

1,519,396


~~(a)~~	~~The issuance of common stock (2,092,491 shares) during the nine months ended September 29, 2018 relates to the acquisition of IXYS. See Note 2,~~ ~~Acquisitions~~ ~~for further discussion.~~

~~As of October 29, 2018, the Company has repurchased 200,000 shares of its common stock totaling $35.9 million since the quarter ended September 29, 2018.~~

9.12. Other Comprehensive Income (Loss) ~~Income~~

~~Change~~Changes in other comprehensive (loss) income by component were as follows:

(in thousands) Three Months Ended September 29, 2018 Three Months Ended September 30, 2017
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plans adjustments $ (115 ) $ —
$ (115 ) $ (149 ) $ 89
$ (60 )
Unrealized loss on investments —
—
—
(1,710 ) —
(1,710 )
Foreign currency translation adjustments (7,832 ) —
(7,832 ) 1,531
—
1,531
Total change in other comprehensive (loss) income $ (7,947 ) $ —
$ (7,947 ) $ (328 ) $ 89
$ (239 )



(in thousands)	Three Months Ended June 29, 2019								Three Months Ended June 30, 2018
	Pre-tax			Tax		Net of Tax			Pre-tax			Tax		Net of Tax
Defined benefit pension plan adjustments	$	201		$	40	$	161		$	803		$	37	$	766
Foreign currency translation adjustments	(5,892		)	—		(5,892		)	(16,708		)	—		(16,708		)
Total change in other comprehensive income (loss)	$	(5,691	)	$	40	$	(5,731	)	$	(15,905	)	$	37	$	(15,942	)



(in thousands)	Six Months Ended June 29, 2019						Six Months Ended June 30, 2018
	Pre-tax		Tax		Net of Tax		Pre-tax			Tax			Net of Tax
Defined benefit pension plan adjustments	$	123	$	11	$	112	$	734		$	(29	)	$	763
Foreign currency translation adjustments	2,230		—		2,230		(16,984		)	—			(16,984		)
Total change in other comprehensive income (loss)	$	2,353	$	11	$	2,342	$	(16,250	)	$	(29	)	$	(16,221	)

(in thousands) Nine Months Ended September 29, 2018 Nine Months Ended September 30, 2017
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plans adjustments $ 630
$ (18 ) $ 648
$ (585 ) $ 144
$ (441 )
Unrealized loss on investments —
—
—
(1,235 ) —
(1,235 )
Foreign currency translation adjustments (24,816 ) —
(24,816 ) 2,912
—
2,912
Total change in other comprehensive (loss) income $ (24,186 ) $ (18 ) $ (24,168 ) $ 1,092
$ 144
$ 1,236

The following ~~table sets~~tables set forth the changes in accumulated other comprehensive (loss) income by component for the ~~nine~~six months ended ~~September~~June 29, 2019 and June 30, 2018:



(in thousands)	Pension and postretirement liability and reclassification adjustments			Foreign currency translation adjustment			Accumulated other comprehensive income (loss)
Balance at December 29, 2018	$	(9,959	)	$	(87,965	)	$	(97,924	)
Activity in the period	112			2,230			2,342
Balance at June 29, 2019	$	(9,847	)	$	(85,735	)	$	(95,582	)


(in thousands)	Pension and postretirement liability and reclassification adjustments			Unrealized gain (loss) on investments			Foreign currency translation adjustment			Accumulated other comprehensive income (loss)			Pension and postretirement liability and reclassification adjustments			Unrealized gain (loss) on investments			Foreign currency translation adjustment			Accumulated other comprehensive income (loss)
Balance at December 30, 2017	$	(10,836	)	$	9,795		$	(62,627	)	$	(63,668	)	$	(10,836	)	$	9,795		$	(62,627	)	$	(63,668	)
Cumulative effect adjustment (a)	—			(9,795		)	—			(9,795		)	—			(9,795		)	—			(9,795		)
Activity in the period	648			—			(24,816		)	(24,168		)	763			—			(16,984		)	(16,221		)
Balance at September 29, 2018	$	(10,188	)	$	—		$	(87,443	)	$	(97,631	)
Balance at June 30, 2018													$	(10,073	)	$	—		$	(79,611	)	$	(89,684	)

		~~For the Quarterly Period Ended September 29, 2018~~
OR
~~[ ]~~☐	TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	~~For the transition period from ___ to ___~~



Delaware		36-3795742
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
~~incorporation or organization)~~8755 West Higgins Road

~~8755 West Higgins Road,~~ Suite 500
Chicago	Illinois	60631
(Address of principal executive offices)		(ZIP Code)



Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, $0.01 par value	NASDAQ	~~NASDAQ~~ Global Select MarketSM



		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of ~~September~~June 29, ~~2018~~2019 (unaudited) and December ~~30, 2017~~29, 2018	3
	Condensed Consolidated Statements of Net Income for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 (unaudited) and ~~September~~June 30, ~~2017~~2018 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 (unaudited) and ~~September~~June 30, ~~2017~~2018 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 (unaudited) and ~~September~~June 30, ~~2017~~2018 (unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 29, 2019 (unaudited) and June 30, 2018 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2827
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3735
Item 4.	Controls and Procedures	3735
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	3836
Item 1A.	Risk Factors	3836
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3836
Item 3.	Defaults Upon Senior Securities	3836
Item 4.	Mine Safety Disclosures	3836
Item 5.	Other Information	3837
Item 6.	Exhibits	3937
Signatures		4038


	(Unaudited)						(Unaudited)
(in thousands)	September 29, 2018			December 30, 2017			June 29, 2019			December 29, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	498,215		$	429,676		$	474,781		$	489,733
Short-term investments	35			35			34			34
Trade receivables, less allowances (September 29, 2018 - $36,392; December 30, 2017 - $27,516)	251,644			182,699
Trade receivables, less allowances of $34,468 and $36,038 at June 29, 2019 and December 29, 2018, respectively							245,723			232,892
Inventories	247,255			140,789			254,305			258,228
Prepaid income taxes and income taxes receivable	6,802			1,689			1,374			2,339
Prepaid expenses and other current assets	48,683			37,452			63,332			49,291
Total current assets	1,052,634			792,340			1,039,549			1,032,517
Property, plant, and equipment:
Land	29,528			9,547
Buildings	119,380			86,599
Equipment	569,550			505,838
Accumulated depreciation and amortization	(374,575		)	(351,407		)
Net property, plant, and equipment	343,883			250,577			338,500			339,894
Intangible assets, net of amortization	377,151			203,850			341,174			361,474
Goodwill	830,354			453,414			826,408			826,715
Investments	29,084			10,993			25,456			25,405
Deferred income taxes	8,979			11,858			9,200			7,330
Right of use lease assets, net							23,280			—
Other assets	21,401			17,070			18,018			20,971
Total assets	$	2,663,486		$	1,740,102		$	2,621,585		$	2,614,306
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	129,871		$	101,844		$	123,058		$	126,323
Accrued payroll	52,208			49,962
Accrued expenses	74,084			48,994
Accrued severance	901			1,459
Accrued liabilities							111,696			138,405
Accrued income taxes	36,746			16,285			21,657			20,547
Current portion of long-term debt	10,076			6,250			10,000			10,000
Total current liabilities	303,886			224,794			266,411			295,275
Long-term debt, less current portion	690,637			489,361			676,940			684,730
Deferred income taxes	49,262			17,069			53,039			51,853
Accrued post-retirement benefits	32,901			18,742			30,666			31,874
Non-current operating lease liabilities							18,643			—
Other long-term liabilities	67,404			62,580			65,944			72,232
Shareholders’ equity:
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, September 29, 2018–25,630,347; December 30, 2017–22,713,198	254			229
Treasury stock, at cost: 475,994 and 439,598 shares, respectively	(48,546		)	(41,294		)
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, June 29, 2019–25,786,662; December 29, 2018–25,641,959							255			254
Treasury stock, at cost: 1,157,213 and 868,045 shares, respectively							(166,068		)	(116,454		)
Additional paid-in capital	830,612			310,012			855,192			835,828
Accumulated other comprehensive loss	(97,631		)	(63,668		)	(95,582		)	(97,924		)
Retained earnings	834,577			722,140			916,014			856,507
Littelfuse, Inc. shareholders’ equity	1,519,266			927,419			1,509,811			1,478,211
Non-controlling interest	130			137			131			131
Total equity	1,519,396			927,556			1,509,942			1,478,342
Total liabilities and equity	$	2,663,486		$	1,740,102		$	2,621,585		$	2,614,306



~~(Mark one)~~
~~[X]~~☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended					Nine Months Ended						Three Months Ended						Six Months Ended
(in thousands, except per share data)	September 29, 2018		September 30, 2017			September 29, 2018			September 30, 2017			June 29, 2019			June 30, 2018			June 29, 2019		June 30, 2018
Net sales	$	439,191	$	317,889		$	1,316,187		$	916,685		$	397,879		$	459,183		$	803,379	$	876,996
Cost of sales	259,597		184,238			817,983			536,776			256,071			290,196			506,343		558,386
Gross profit	179,594		133,651			498,204			379,909			141,808			168,987			297,036		318,610

Selling, general, and administrative expenses	69,782		56,759			220,540			156,899			57,666			73,244			120,621		150,758
Research and development expenses	20,454		11,991			65,742			36,872			21,458			22,748			42,867		45,288
Amortization of intangibles	13,130		6,292			38,501			18,407			10,050			13,373			20,241		25,371
Total operating expenses	103,366		75,042			324,783			212,178			89,174			109,365			183,729		221,417
Operating income	76,228		58,609			173,421			167,731			52,634			59,622			113,307		97,193

Interest expense	5,775		3,467			16,980			9,868			5,589			5,782			11,275		11,205
Foreign exchange loss (gain)	982		632			(6,372		)	(1,483		)
Other expense (income), net	1,259		(1,013		)	(2,362		)	(962		)
Foreign exchange (gain) loss												(3,575		)	3,200			668		(7,354		)
Other (income) expense, net												(2,947		)	(1,678		)	1,358		(3,621		)
Income before income taxes	68,212		55,523			165,175			160,308			53,567			52,318			100,006		96,963
Income taxes	14,666		12,715			33,275			29,970			9,775			9,992			19,225		18,609
Net income	$	53,546	$	42,808		$	131,900		$	130,338		$	43,792		$	42,326		$	80,781	$	78,354

Income per share:
Basic	$	2.13	$	1.88		$	5.31		$	5.75		$	1.77		$	1.69		$	3.27	$	3.18
Diluted	$	2.10	$	1.87		$	5.23		$	5.69		$	1.75		$	1.67		$	3.23	$	3.12

Weighted-average shares and equivalent shares outstanding:
Basic	25,109		22,713			24,817			22,678			24,740			25,004			24,729		24,671
Diluted	25,471		22,953			25,212			22,906			24,983			25,401			24,998		25,086



	Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock			Accum. Other Comp. Inc. (Loss)			Retained Earnings			Non-controlling Interest		Total
Balance at December 29, 2018	$	254	$	835,828	$	(116,454	)	$	(97,924	)	$	856,507		$	131	$	1,478,342
Net income	—		—		—			—			36,989			—		36,989
Other comprehensive income, net of tax	—		—		—			8,073			—			—		8,073
Stock-based compensation	—		3,966		—			—			—			—		3,966
Withheld shares on restricted share units for withholding taxes	—		—		(94		)	—			—			—		(94		)
Stock options exercised	—		2,292		—			—			—			—		2,292
Repurchases of common stock	—		—		(13,555		)	—			—			—		(13,555		)
Cash dividends paid ($0.43 per share)	—		—		—			—			(10,625		)	—		(10,625		)
Balance at March 30, 2019	$	254	$	842,086	$	(130,103	)	$	(89,851	)	$	882,871		$	131	$	1,505,388
Net income	—		—		—			—			43,792			—		43,792
Other comprehensive income, net of tax	—		—		—			(5,731		)	—			—		(5,731		)
Stock-based compensation	—		8,284		—			—			—			—		8,284
Withheld shares on restricted share units for withholding taxes	—		—		(4,010		)	—			—			—		(4,010		)
Stock options exercised	1		4,822		—			—			—			—		4,823
Repurchases of common stock	—		—		(31,955		)	—			—			—		(31,955		)
Cash dividends paid ($0.43 per share)	—		—		—			—			(10,649		)	—		(10,649		)
Balance at June 29, 2019	$	255	$	855,192	$	(166,068	)	$	(95,582	)	$	916,014		$	131	$	1,509,942


	Three Months Ended September 29, 2018								Three Months Ended June 29, 2019								Six Months Ended June 29, 2019
(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	$	124,174	$	—	$	—	$	124,174	$	108,481	$	—	$	—	$	108,481	$	216,858	$	—	$	—	$	216,858
Electronics – Semiconductor	172,298		—		—		172,298		151,072		—		—		151,072		308,089		—		—		308,089
Passenger Car Products	—		57,761		—		57,761		—		53,916		—		53,916		—		110,459		—		110,459
Automotive Sensors	—		27,311		—		27,311		—		24,682		—		24,682		—		50,739		—		50,739
Commercial Vehicle Products	—		29,344		—		29,344		—		30,052		—		30,052		—		60,935		—		60,935
Industrial Products	—		—		28,303		28,303		—		—		29,676		29,676		—		—		56,299		56,299
Total	$	296,472	$	114,416	$	28,303	$	439,191	$	259,553	$	108,650	$	29,676	$	397,879	$	524,947	$	222,133	$	56,299	$	803,379


	Nine Months Ended September 29, 2018								Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
(in thousands)	Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total		Electronics Segment		Automotive Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	$	366,990	$	—	$	—	$	366,990	$	128,321	$	—	$	—	$	128,321	$	242,816	$	—	$	—	$	242,816
Electronics – Semiconductor	493,250		—		—		493,250		171,036		—		—		171,036		320,952		—		—		320,952
Passenger Car Products	—		184,922		—		184,922		—		63,581		—		63,581		—		127,160		—		127,160
Automotive Sensors	—		89,362		—		89,362		—		30,729		—		30,729		—		62,052		—		62,052
Commercial Vehicle Products	—		93,434		—		93,434		—		32,862		—		32,862		—		64,090		—		64,090
Industrial Products	—		—		88,229		88,229		—		—		32,654		32,654		—		—		59,926		59,926
Total	$	860,240	$	367,718	$	88,229	$	1,316,187	$	299,357	$	127,172	$	32,654	$	459,183	$	563,768	$	253,302	$	59,926	$	876,996



(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	302,865
Cash settled stock options	3,622
Littelfuse stock	434,192
Converted stock options	38,109
Total purchase consideration	$	778,788
Allocation of consideration to assets acquired and liabilities assumed:
Current assets, net	$	155,930
Property, plant, and equipment	77,442
Intangible assets	212,720
Goodwill	382,360
Other non-current assets	28,706
Other non-current liabilities	(78,370		)
	$	778,788



	Three Months Ended
(in thousands, except per share amounts)	September 29, 2018		September 30, 2017
Net sales	$	439,191	$	405,573
Income before income taxes	71,737		50,883
Net income	56,060		40,004
Net income per share — basic	2.23		1.61
Net income per share — diluted	$	2.18	$	1.59


(a)	The amortization adjustment for the ~~nine~~three and six months ended ~~September 29,~~June 30, 2018 primarily reflects the reduction of amortization expense in the period related to the Order backlog intangible asset. The Order backlog has a useful life of twelve months and ~~will be~~was fully amortized in the fiscal 2017 pro forma results. ~~The amortization adjustment for the three~~


(b)	The transaction cost adjustments reflect the reversal of certain bank and attorney fees from the ~~nine~~six months ended ~~September 29,~~June 30, 2018 and recognition of those fees during the ~~nine~~six months ended ~~September 30,~~July 1, 2017.


(c)	The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the ~~nine~~three and six months ended ~~September 29,~~June 30, 2018 and ~~the~~ recognition of ~~the full amortization~~those costs during the ~~nine~~three and six months ended ~~September 30,~~July 1, 2017. The inventory step-up was amortized over five months as the inventory was sold.



(in thousands)	June 29, 2019		December 29, 2018
Raw materials	$	75,908	$	69,883
Work in process	93,523		88,505
Finished goods	84,874		99,840
Total	$	254,305	$	258,228



(in thousands)	September 29 2018		December 30 2017
Raw materials	$	69,575	$	39,030
Work in process	83,115		27,454
Finished goods	94,565		74,305
Total	$	247,255	$	140,789


(d)	The stock compensation adjustment reflects the reversal of the portion of stock compensation for IXYS stock options that were converted to Littelfuse stock options and expensed immediately during the ~~nine~~six months ended ~~September 29,~~June 30, 2018. ~~The adjustment for the nine months ended September 30, 2017 reflect the incremental stock compensation for the converted stock options.~~


~~(e)~~	~~The interest expense adjustment reflects incremental interest expense related to the financing of the transaction.~~



(in thousands, except weighted average useful life)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization		Net Book Value
Patents, licenses and software	10.5	$	192,215	$	71,451	$	120,764
Distribution network	12.6	44,098		34,214		9,884
Customer relationships, trademarks, and tradenames	18	312,267		69,478		242,789
Order backlog	0.3	12,420		8,706		3,714
Total		$	561,000	$	183,849	$	377,151



	September 29, 2018				December 30, 2017
(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Euro Senior Notes, Series A due 2023	$	136,819	$	135,392	$	139,623	$	138,294
Euro Senior Notes, Series B due 2028	111,092		108,511		113,369		111,579
USD Senior Notes, Series A due 2022	25,000		24,052		25,000		24,737
USD Senior Notes, Series B due 2027	100,000		94,474		100,000		99,992
USD Senior Notes, Series A due 2025	50,000		47,333		—		—
USD Senior Notes, Series B due 2030	125,000		115,231		—		—



	For the Three Months Ended						For the Nine Months Ended
(in thousands)	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Components of net periodic benefit cost:
Service cost	$	533		$	408		$	1,599		$	1,224
Interest cost	501			360			1,503			1,080
Expected return on plan assets	(540		)	(476		)	(1,620		)	(1,428		)
Amortization of prior service	74			84			222			252
Net periodic benefit cost	$	568		$	376		$	1,704		$	1,128



(in thousands)	Littelfuse, Inc. Shareholders’ Equity		Non- controlling Interest		Total
Balance at December 30, 2017	927,419		137		927,556
Net income	131,900		—		131,900
Other comprehensive loss	(24,168	)	—		(24,168	)
Stock-based compensation	23,153		—		23,153
Withheld shares on restricted share units for withholding taxes	(7,252	)	—		(7,252	)
Stock options exercised	25,171		—		25,171
Issuance of common stock(a)	472,301		—		472,301
Cash dividends paid	(29,258	)	—		(29,258	)
Non-controlling interest	—		(7	)	(7	)
Balance at September 29, 2018	1,519,266		130		1,519,396



(in thousands)	Three Months Ended September 29, 2018								Three Months Ended September 30, 2017
	Pre-tax			Tax		Net of Tax			Pre-tax			Tax		Net of Tax
Defined benefit pension plans adjustments	$	(115	)	$	—	$	(115	)	$	(149	)	$	89	$	(60	)
Unrealized loss on investments	—			—		—			(1,710		)	—		(1,710		)
Foreign currency translation adjustments	(7,832		)	—		(7,832		)	1,531			—		1,531
Total change in other comprehensive (loss) income	$	(7,947	)	$	—	$	(7,947	)	$	(328	)	$	89	$	(239	)



(in thousands)	Nine Months Ended September 29, 2018									Nine Months Ended September 30, 2017
	Pre-tax			Tax			Net of Tax			Pre-tax			Tax		Net of Tax
Defined benefit pension plans adjustments	$	630		$	(18	)	$	648		$	(585	)	$	144	$	(441	)
Unrealized loss on investments	—			—			—			(1,235		)	—		(1,235		)
Foreign currency translation adjustments	(24,816		)	—			(24,816		)	2,912			—		2,912
Total change in other comprehensive (loss) income	$	(24,186	)	$	(18	)	$	(24,168	)	$	1,092		$	144	$	1,236


(a)	The Company adopted ASU 2016-01 on December 31, 2017 on a modified retrospective basis, recognizing the cumulative effect as a $9.8 million increase to retained earnings. ~~See Note 1,~~ ~~Summary of Significant Accounting Policies and Other Information, for further discussion.~~


•	Industrial Segment: Consists of power fuses, protection relays and controls and other circuit protection products for use in various industrial applications such as oil, gas, mining, alternative energy - solar and wind, electric vehicle infrastructure, construction, HVAC systems, elevator and other industrial equipment.


~~(b)~~	~~Each country included in other countries are less than 10% of net sales.~~


(a)	~~Includes mainland China, Taiwan, and Hong Kong.~~Each country included in other countries are less than 10% of net sales.


	Third Quarter								First Nine Months								Second Quarter									First Six Months
(in thousands)	2018		2017		Change		% Change		2018		2017		Change		% Change		2019		2018		Change			% Change		2019		2018		Change			% Change
Net sales	$	439,191	$	317,889	$	121,302	38.2	%	$	1,316,187	$	916,685	$	399,502	43.6	%	$	397,879	$	459,183	$	(61,304	)	(13.4	)%	$	803,379	$	876,996	$	(73,617	)	(8.4	)%
Gross profit	179,594		133,651		45,943		34.4	%	498,204		379,909		118,295		31.1	%	141,808		168,987		(27,179		)	(16.1	)%	297,036		318,610		(21,574		)	(6.8	)%
Operating expenses	103,366		75,042		28,324		37.7	%	324,783		212,178		112,605		53.1	%	89,174		109,365		(20,191		)	(18.5	)%	183,729		221,417		(37,688		)	(17.0	)%
Operating income	76,228		58,609		17,619		30.1	%	173,421		167,731		5,690		3.4	%	52,634		59,622		(6,988		)	(11.7	)%	113,307		97,193		16,114			16.6	%
Income before income taxes	68,212		55,523		12,689		22.9	%	165,175		160,308		4,867		3.0	%	53,567		52,318		1,249			2.4	%	100,006		96,963		3,043			3.1	%
Income taxes	14,666		12,715		1,951		15.3	%	33,275		29,970		3,305		11.0	%	9,775		9,992		(217		)	(2.2	)%	19,225		18,609		616			3.3	%
Net income	$	53,546	$	42,808	$	10,738	25.1	%	$	131,900	$	130,338	$	1,562	1.2	%	$	43,792	$	42,326	$	1,466		3.5	%	$	80,781	$	78,354	$	2,427		3.1	%



Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
2018 Program
December 30 through January 26	66,796	$	169.11	66,796	541,232
January 27 through February 23	13,120	172.16		13,120	528,112
February 24 through March 30	—	—		—	528,112
March 31 through April 30	—	—		—	528,112
2019 Program
May1 through May 25	90,301	170.53		90,301	909,699
May 26 through June 29	97,913	169.09		97,913	811,786
Total	268,130	$	169.73	268,130	811,786



	Exhibit	Description

	10.1*	~~Consulting Agreement between Nathan Zommer and Littelfuse Inc., effective August 1, 2018~~

	10.2*	~~Joinder Agreement, dated as of August 22, 2018, by and between Reaction Technology Epi, LLC and Reaction Tech RE, LLC and Bank of America, N.A., as agent.~~

	10.3*	~~U.S. Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.~~

	10.4*	~~Cross Border Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.~~

	10.5*	Note Purchase Agreement Subsidiary Guarantor Supplement, dated as of August 22, 2018, made by Reaction Technology Epi, LLC and Reaction Tech RE, LLC in favor of the note purchasers and the other holders.

	31.1*	Certification of David W. Heinzmann, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2*	Certification of Meenal A. Sethna, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

	101.INS*	XBRL Instance Document

	101.SCH*	XBRL Taxonomy Extension Schema Document

	101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF*	XBRL Taxonomy Definition Linkbase Document

	101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

	101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

	+	Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The registrant agrees to furnish supplementary a copy of any omitted schedule or exhibit to the SEC upon request.
	*	Filed herewith.
	**	Furnished herewith.



	Littelfuse, Inc.

Date: July 31, 2019	By:	/s/ Meenal A. Sethna
		Meenal A. Sethna
	Executive Vice President and Chief Financial Officer
~~Date: October 31, 2018~~
Date: July 31, 2019	By:	/s/ Jeffrey G. Gorski
		Jeffrey G. Gorski
	Vice President and Chief Accounting Officer