Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Dollar amounts presented in thousands, except per share amounts)

On March 25, 2016, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2015, between Littelfuse, Inc., a Delaware corporation (“Littelfuse” or the “Company”), and TE Connectivity Ltd., a Swiss corporation (“Seller”), the Company completed its previously announced acquisition of Seller’s circuit protection business (the “CP Business” or the “Acquired Business”). See Note 1 to this unaudited pro forma condensed combined financial information for additional information on the Transaction (as defined herein). The unaudited pro forma condensed combined financial information is presented to illustrate the effects of the acquisition (the “Acquisition”) of the CP Business by the Company and certain contemporaneous financing transactions (collectively, the “Transaction”).

The unaudited pro forma condensed combined balance sheet as of January 2, 2016 and the unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016 are based upon, derived from and should be read in conjunction with the historical audited consolidated financial statements of the Company for the year ended January 2, 2016 (which are available in the Company’s Annual Report on Form 10-K for the year ended January 2, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016), and the historical financial statements of the CP Business included in this Form 8-K/A.

For purposes of the pro forma condensed combined statement of operations, results for the CP Business are presented for the twelve-month period ended December 25, 2015. This information was derived from the historical audited statement of operations of the CP Business for the year ended September 25, 2015, as included within this Form 8-K/A and the historical unaudited statements of operations of the CP Business for the three months ended December 25, 2015 and December 26, 2014, as included within this Form 8-K/A. For purposes of the pro forma condensed combined balance sheet, we utilized the unaudited historical balance sheet of the CP Business as of December 25, 2015 included in this Form 8-K/A.

The unaudited pro forma condensed combined statement of operations for the year ended January 2, 2016 assumes that the Transaction occurred on December 28, 2014, the beginning of our fiscal year ended January 2, 2016. The unaudited pro forma condensed combined balance sheet as of January 2, 2016 assumes that the Transaction occurred on January 2, 2016. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made. The assumptions underlying the pro forma adjustments are described fully in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

The Acquisition is being accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") Topic 805, "Business Combinations" ("ASC 805"), and using the fair value concepts defined in ASC Topic 820, "Fair Value Measurements" ("ASC 820"). ASC 820 defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop fair value measures. Fair value is defined in ASC 820 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". This is an exit price concept for the valuation of the asset or liability. In addition, market participant are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information is based upon management's internally developed preliminary estimates of the fair market value of the assets acquired and liabilities assumed, as if the Acquisition had occurred on the above dates. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and, in some instances, are incomplete and have been made solely for the purpose of developing the unaudited pro forma condensed combined financial information. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial information contained herein, and our future results of operations and financial position.

The unaudited pro forma condensed combined financial information is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the Transaction. In addition, the accompanying unaudited pro forma condensed combined statement of operations does not include any expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the Transaction, or the impact of any non-recurring activity and transaction-related or integration-related costs.

Littelfuse, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet 

As of January 2, 2016

See the accompanying notes to the unaudited pro forma condensed combined balance sheet.

Littelfuse, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended January 2, 2016

See the accompanying notes to the unaudited pro forma condensed combined statement of operations. 

Littelfuse, Inc.

Notes to the Unaudited Condensed Combined Financial Information

(In thousands, except per share amounts)

1. Description of Transaction

On March 25, 2016, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2015, between Littelfuse, Inc., a Delaware corporation (“Littelfuse” or the “Company”), and TE Connectivity Ltd., a Swiss corporation (“Seller”), the Company completed its previously announced acquisition of Seller’s circuit protection business (the “CP Business”), as further described below.

On the terms and conditions set forth in the Purchase Agreement, the Company acquired the CP Business from Seller by acquiring certain entities and assets comprising the CP Business (the “Transaction”) for a purchase price of $350,000 thousand in cash, subject to certain post-closing working capital and other adjustments. The Company acquired all of the shares and other equity interests of certain Seller subsidiaries, and all of the assets of other Seller subsidiaries that are primarily or exclusively related to the CP Business (as further described in the Purchase Agreement). In connection with the Transaction, the Company assumed certain liabilities of the CP Business. Both the Company and the Seller have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations. The company funded the acquisition with available cash and proceeds from its revolving credit facility.

The CP Business consists of the Seller’s global circuit protection business, which manufactures, distributes and sells resettable circuit protection devices, in particular for the automotive, battery, industrial, communications and mobile computing markets. The CP Business is directed from Menlo Park, California with manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan.

2. Basis of Presentation

The unaudited pro forma condensed combined statement of operations for the fiscal year ended January 2, 2016 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K ("FY15 Form 10-K") for the fiscal year ended January 2, 2016, and the unaudited historical financial information of the CP Business for the twelve-month period ended December 25, 2015, and has been prepared as if the Acquisition had occurred on December 28, 2014, the beginning of the Company’s fiscal year ended January 2, 2016. The unaudited pro forma condensed combined balance sheet as of January 2, 2016 combines the consolidated balance sheet included in the Company’s FY15 Form 10-K with the historical unaudited balance sheet for the CP Business as of December 25, 2015, and has been prepared as if the Acquisition had occurred on January 2, 2016. The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X.

The CP Business audited historical combined financial statements for the year ended September 25, 2015 and unaudited condensed combined financial statements as of December 25, 2015 and for the three month periods ended December 25, 2015 and December 26, 2014 are included in this Current Report on Form 8-K/A. These statements should be read in conjunction with such historical financial statements. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma adjustments that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) with respect to the pro forma condensed statement of operations, expected to have a continuing impact on the combined results. As discussed in Notes 3 and 4, the historical financial statements of the CP Business have been adjusted to conform to Littelfuse’s accounting policies and to reflect certain reclassifications to conform to Littelfuse’s financial statement presentation.

The Company has accounted for the Acquisition under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the accounting is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final purchase price allocation may include changes to the amount of intangible assets, goodwill, and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material.

Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material contingencies related to the CP Business.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Acquisition.

The following table presents the reconciliation of the CP Business historical unaudited statements of operations for the three month periods ended December 25, 2015 and December 26, 2014, and the year ended September 25, 2015 included in this Form 8-K/A, to the twelve month period ended December 25, 2015, presented in the unaudited pro forma statement of operations.

3. Accounting Policies

Acquisition accounting rules require evaluation of certain assumptions and estimates, as well as determination of financial statement classifications which are completed during the measurement period as defined in current accounting standards. Littelfuse has completed a preliminary review of accounting policies for purposes of the unaudited pro forma combined financial information, during which review, Littelfuse identified the following difference in accounting policies:

        Adoption of ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes"

In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17 – Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes which amends the presentation of deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The amendments in the ASU are effective for financial statements issued for annual periods beginning after December 15, 2016. The Company has adopted the new standard on January 2, 2016. As a result of the adoption of ASU No. 2015-17 by the Company, the Company reclassified $5,181 thousand of the CP Business’s historical current deferred income tax assets to non-current classification and $134 thousand of the CP Business’s historical current deferred income tax liability to non-current classification.

Management will conduct a final review of the CP Business’s accounting policies in an effort to determine if differences in accounting policies require adjustment of the CP Business’s results of operations or of assets or liabilities to conform to the Company’s accounting policies, or other adjustments which may be required by acquisition accounting rules. As a result of that review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.

 
4. Reclassifications of Historical CP Business Financial Information

Certain reclassification adjustments have been made to the CP Business’s historical financial statements to conform to the Company’s statement of operations and balance sheet presentation:

5. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments Related to the Acquisition

The allocation of the purchase price discussed below is preliminary. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of the CP Business’s tangible and identifiable intangible assets acquired and liabilities assumed. Such final adjustments, which may include other increases or decreases to amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, along with the related income tax effect, may be material.

The consideration paid and preliminary allocation of the purchase price to the fair value of the CP Business’s assets acquired and liabilities assumed prepared as if the acquisition date were January 2, 2016 is presented as follows.

5(a) Represents cash consideration transferred to the Sellers as calculated below:

The fair value of identifiable intangible assets is determined primarily using the “income approach”, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of the identifiable intangible assets valuations, from the perspective of a market participant, include the estimated after-tax cash flows that will be received for the intangible asset, the appropriate discount rate selected in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project to commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results. The methodologies and significant assumptions utilized to value the intangible assets include using a discount rate that reflected the risks inherent in the cash flow stream as well as the nature of the asset. The general categories of the acquired identified intangible assets are expected to be the following:

6. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments Related to the Financing

7. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments Related to the Acquisition for the Year Ended January 2, 2016

Based on the nature of the assets acquired, of the $290 thousand in incremental depreciation expense, $6 thousand was allocated to SG&A, $257 thousand was allocated to Cost of Sales and $27 thousand was allocated to Research and Development Expenses.

An increase/decrease of one year in the estimated useful lives would decrease/increase depreciation expense by $1,590 thousand for the year ended January 2, 2016. The effect of a 10% increase or decrease in preliminary estimated fair value would result in an increase or decrease of depreciation expense of $753 thousand for the year ended January 2, 2016.

Amortization expense has been calculated on a preliminary basis, using the straight-line method over the estimated useful life. An increase/decrease of one year in the estimated useful lives would decrease/increase amortization expense by $875 thousand for the year ended January 2, 2016. The effect of a 10% increase or decrease in preliminary estimated fair value would result in an increase or decrease of amortization expense of $913 thousand for the year ended January 2, 2016.

8. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments Related to the Financing for the Year Ended January 2, 2016

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