##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

for the quarterly period ended November 1, 2008
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
 
 Commission file number 0-2816
 METHODE ELECTRONICS, INC.
 
  Delaware
    
    36-2090085(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)7401 West Wilson Avenue, Harwood Heights, Illinois
    
    60706-4548(Address of principal executive offices)
    
    (Zip Code)
 (708) 867-6777
  
  þ o
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



PART I. FINANCIAL INFORMATION
    
    PageItem 1. Financial Statements (unaudited)Condensed consolidated balance sheets as of November 1, 2008 and May 3, 2008
    
    
    3Condensed consolidated statements of income   Three months and six months ended November 1, 2008 and October 27, 2007
    
    
    4Condensed consolidated statements of cash flows  Six months ended November 1, 2008 and October 27, 2007
    
    
    5Notes to condensed consolidated financial statements  November 1, 2008    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    38PART II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 4. Submission of Matters to a Vote of Security Holders
    
    
    39Item 6. Exhibits
    
    
    41SIGNATURES
    
    
    42INDEX TO EXHIBITS
    
    
    43EX-31.1EX-31.2EX-32
  2




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PART I  FINANCIAL INFORMATION
 
   
   November 1, 2008
    
    
    May 3, 2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    52,806
    
    
    $
    104,305Accounts receivable, net
    
    
    73,599
    
    
    
    85,805Inventories:Finished products
    
    
    17,369
    
    
    
    15,384Work in process
    
    
    17,681
    
    
    
    20,715Materials
    
    
    32,993
    
    
    
    19,85068,043
    
    
    
    55,949Deferred income taxes
    
    
    8,485
    
    
    
    8,730Prepaid expenses and other current assets
    
    
    6,082
    
    
    
    6,028TOTAL CURRENT ASSETS
    
    
    209,015
    
    
    
    260,817PROPERTY, PLANT AND EQUIPMENT
    
    
    288,166
    
    
    
    308,264Less allowances for depreciation
    
    
    207,762
    
    
    
    217,98480,404
    
    
    
    90,280GOODWILL
    
    
    68,085
    
    
    
    54,476INTANGIBLE ASSETS, net
    
    
    54,184
    
    
    
    41,282OTHER ASSETS
    
    
    26,144
    
    
    
    23,365148,413
    
    
    
    119,123$
    437,832
    
    
    $
    470,220LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    32,922
    
    
    $
    42,810Other current liabilities
    
    
    25,654
    
    
    
    33,902TOTAL CURRENT LIABILITIES
    
    
    58,576
    
    
    
    76,712OTHER LIABILITIES
    
    
    17,211
    
    
    
    13,833DEFERRED COMPENSATION
    
    
    4,561
    
    
    
    6,890SHAREHOLDERS EQUITYCommon stock, $0.50 par value, 100,000,000 shares authorized, 38,283,075 and
38,225,379 shares issued as of November 1, 2008 and May 3, 2008, respectively
    
    
    19,141
    
    
    
    19,113Unearned common stock issuances
    
    
    (4,257
    )
    
    
    (4,257
    )Additional paid-in capital
    
    
    71,682
    
    
    
    69,953Retained earnings
    
    
    270,826
    
    
    
    265,838Accumulated other comprehensive income
    
    
    11,472
    
    
    
    28,381Treasury stock, 1,342,588 and 702,708 shares as of November 1, 2008
and May 3, 2008, respectively
    
    
    (11,380
    )
    
    
    (6,243
    )357,484
    
    
    
    372,785$
    437,832
    
    
    $
    470,220
  3




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Three Months Ended
    
    
    Six Months EndedNovember 1, 2008
    
    

October 27, 2007
    
    

November 1, 2008
    
    

October 27, 2007INCOMENet sales
    
    $
    121,304
    
    
    $
    133,239
    
    
    $
    255,818
    
    
    $
    258,248Other
    
    
    959
    
    
    
    527
    
    
    
    1,692
    
    
    
    673122,263
    
    
    
    133,766
    
    
    
    257,510
    
    
    
    258,921COSTS AND EXPENSESCost of products sold
    
    
    97,815
    
    
    
    105,900
    
    
    
    203,245
    
    
    
    204,235Restructuring
    
    
    6,284
    
    
    
    
    
    
    
    11,201
    
    
    
    Selling and administrative expenses
    
    
    18,650
    
    
    
    16,107
    
    
    
    35,102
    
    
    
    32,071122,749
    
    
    
    122,007
    
    
    
    249,548
    
    
    
    236,306Income/(loss) from operations
    
    
    (486
    )
    
    
    11,759
    
    
    
    7,962
    
    
    
    22,615Interest income, net
    
    
    469
    
    
    
    611
    
    
    
    1,003
    
    
    
    1,047Other, net
    
    
    1,853
    
    
    
    (941
    )
    
    
    1,584
    
    
    
    (1,161
    )Income before income taxes
    
    
    1,836
    
    
    
    11,429
    
    
    
    10,549
    
    
    
    22,501Income taxes/(benefit)
    
    
    (865
    )
    
    
    2,623
    
    
    
    1,032
    
    
    
    5,423NET INCOME
    
    $
    2,701
    
    
    $
    8,806
    
    
    $
    9,517
    
    
    $
    17,078Amounts per common share:Basic net income
    
    $
    0.07
    
    
    $
    0.24
    
    
    $
    0.26
    
    
    $
    0.46Diluted net income
    
    $
    0.07
    
    
    $
    0.24
    
    
    $
    0.25
    
    
    $
    0.46Cash dividends:Common stock
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.12
    
    
    $
    0.10Weighted average number of
Common Shares outstanding:Basic
    
    
    37,068
    
    
    
    37,079
    
    
    
    37,120
    
    
    
    37,033Diluted
    
    
    37,551
    
    
    
    37,467
    
    
    
    37,584
    
    
    
    37,476
  4




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Six Months EndedNovember 1, 2008
    
    October 27, 2007OPERATING ACTIVITIESNet income
    
    $
    9,517
    
    
    $
    17,078Adjustments to reconcile net income to net
cash provided by operating activities:Provision for depreciation
    
    
    12,489
    
    
    
    9,939Impairment of assets
    
    
    3,177
    
    
    
    Amortization of intangibles
    
    
    3,052
    
    
    
    2,739Amortization of stock awards and stock options
    
    
    1,605
    
    
    
    1,602Changes in operating assets and liabilities
    
    
    (1,160
    )
    
    
    10,587Other
    
    
    735
    
    
    
    174NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    29,415
    
    
    
    42,119INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (9,557
    )
    
    
    (10,082
    )Proceeds from sale of building
    
    
    
    
    
    
    960Acquisition of businesses
    
    
    (56,785
    )
    
    
    (7,350
    )Acquisition of technology licenses
    
    
    (225
    )
    
    
    (346
    )Joint venture dividend
    
    
    
    
    
    
    (1,000
    )Other
    
    
    (209
    )
    
    
    (346
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (66,776
    )
    
    
    (18,164
    )FINANCING ACTIVITIESRepurchase of common stock
    
    
    (5,137
    )
    
    
    Proceeds from exercise of stock options
    
    
    110
    
    
    
    1,145Tax benefit from stock options and awards
    
    
    46
    
    
    
    190Cash dividends
    
    
    (4,528
    )
    
    
    (3,781
    )NET CASH USED IN FINANCING ACTIVITIES
    
    
    (9,509
    )
    
    
    (2,446
    )Effect of foreign currency exchange rate changes on cash
    
    
    (4,629
    )
    
    
    1,250INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (51,499
    )
    
    
    22,759Cash and cash equivalents at beginning of period
    
    
    104,305
    
    
    
    60,091CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    52,806
    
    
    $
    82,850
  5




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6




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7




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One-TimeEmployee
    
    
    Asset
    
    
    OtherBenefits
    
    
    Write-Downs
    
    
    Costs
    
    
    TotalFY 2008 restructuring charges
    
    $
    3,355
    
    
    $
    1,346
    
    
    $
    458
    
    
    $
    5,159Payments and asset write-downs
    
    
    (203
    )
    
    
    (1,346
    )
    
    
    (434
    )
    
    
    (1,983
    )Accrued balance at May 3, 2008
    
    
    3,152
    
    
    
    
    
    
    
    24
    
    
    
    3,176First Quarter FY 2009 restructuring charges
    
    
    2,821
    
    
    
    1,703
    
    
    
    393
    
    
    
    4,917Payments and asset write-downs
    
    
    (1,556
    )
    
    
    (1,703
    )
    
    
    (417
    )
    
    
    (3,676
    )Accrued balance at August 2, 2008
    
    
    4,417
    
    
    
    
    
    
    
    
    
    
    
    4,417Second Quarter FY 2009 restructuring charges
    
    
    1,609
    
    
    
    4,350
    
    
    
    325
    
    
    
    6,284Payments and asset write-downs
    
    
    (729
    )
    
    
    (4,350
    )
    
    
    (325
    )
    
    
    (5,404
    )Accrued balance at November 1, 2008
    
    
    5,297
    
    
    
    
    
    
    
    
    
    
    
    5,297
    Three Months Ended
    
    
    Six Months EndedNovember 1, 2008
    
    

October 27, 2007
    
    

November 1, 2008
    
    

October 27, 2007Net income
    
    $
    2,701
    
    
    $
    8,806
    
    
    $
    9,517
    
    
    $
    17,078Translation adjustment
    
    
    (18,644
    )
    
    
    4,309
    
    
    
    (16,909
    )
    
    
    4,061Total comprehensive income/(loss)
    
    $
    (15,943
    )
    
    $
    13,115
    
    
    $
    (7,392
    )
    
    $
    21,139
   8




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as of November 1, 2008AccumulatedGross
    
    
    Amortization
    
    
    NetCustomer relationships and agreements
    
    $
    52,517
    
    
    $
    21,324
    
    
    $
    31,193Patents and technology licenses
    
    
    29,077
    
    
    
    6,531
    
    
    
    22,546Covenants not to compete
    
    
    2,740
    
    
    
    2,295
    
    
    
    445Total
    
    $
    84,334
    
    
    $
    30,150
    
    
    $
    54,184
 as of May 3, 2008AccumulatedGross
    
    
    Amortization
    
    
    NetCustomer relationships and agreements
    
    $
    41,324
    
    
    $
    19,168
    
    
    $
    22,156Patents and technology licenses
    
    
    24,692
    
    
    
    5,795
    
    
    
    18,897Covenants not to compete
    
    
    2,480
    
    
    
    2,251
    
    
    
    229Total
    
    $
    68,496
    
    
    $
    27,214
    
    
    $
    41,282
   2009
    
    $
    7,5702010
    
    
    8,4962011
    
    
    7,3402012
    
    
    5,6712013
    
    
    4,415
    10




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Six Months EndedNovember 1,
    
    
    October 27,2008
    
    
    2007Balance at the beginning of the period
    
    
    38,225,379
    
    
    
    37,950,829Options exercised
    
    
    19,089
    
    
    
    100,730Restricted stock awards vested
    
    
    38,607
    
    
    
    46,967Balance at the end of the period
    
    
    38,283,075
    
    
    
    38,098,526
   Summary of Option ActivityWtd. Avg.Shares
    
    
    Exercise PriceOutstanding at May 3, 2008
    
    
    689,689
    
    
    $
    10.26Exercised
    
    
    (19,089
    )
    
    
    5.90Forfeited
    
    
    (15,921
    )
    
    
    11.68Outstanding at November 1, 2008
    
    
    654,679
    
    
    
    10.35
 Options Outstanding andExercisable at November 1, 2008Wtd. Avg.
    
    
    Avg.Range of
    
    
    
    
    
    Exercise
    
    
    RemainingExercise Prices
    
    Shares
    
    
    Price
    
    
    Life (Years)$5.12 - $7.69
    
    
    161,025
    
    
    $
    6.71
    
    
    
    2.5$8.08 - $11.64
    
    
    353,305
    
    
    
    10.58
    
    
    
    2.4$12.11 - $17.66
    
    
    140,349
    
    
    
    13.94
    
    
    
    1.5654,679
    
    
    
    10.35
  11




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12




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SharesUnvested at May 3, 2008
    
    
    582,298Awarded
    
    
    340,665Vested
    
    
    (24,332
    )Forfeited
    
    
    Unvested at November 1, 2008
    
    
    898,631
  Probable
    
    
    TargetUnearned
    
    
    UnearnedGrant
    
    
    
    
    
    
    
    Weighted
    
    
    Compensation
    
    
    CompensationFiscal
    
    
    
    
    
    
    
    Average
    
    
    Expense at
    
    
    Expense atYear
    
    RSAs
    
    
    Vesting Period
    
    Value
    
    
    November 1, 2008
    
    
    November 1, 20082006
    
    
    832
    
    
    3-year equal annual installments
    
    
    10.84
    
    
    
    
    
    
    
    2006
    
    
    125,000
    
    
    3-year cliff
    
    
    12.42
    
    
    
    
    
    
    
    2007
    
    
    24,757
    
    
    3-year equal annual installments
    
    
    7.87
    
    
    
    27
    
    
    
    272007
    
    
    227,750
    
    
    3-year cliff
    
    
    7.79
    
    
    
    307
    
    
    
    3072008
    
    
    38,954
    
    
    3-year equal annual installments
    
    
    14.97
    
    
    
    218
    
    
    
    2182008
    
    
    164,673
    
    
    3-year cliff
    
    
    15.14
    
    
    
    1,388
    
    
    
    1,3882009
    
    
    60,100
    
    
    3-year equal annual installments
    
    
    11.35
    
    
    
    509
    
    
    
    5092009
    
    
    256,565
    
    
    3-year cliff
    
    
    11.35
    
    
    
    2,509
    
    
    
    2,509
  13




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Three Months Ended
    
    Six Months EndedNovember 1, 2008
    

October 27, 2007
    

November 1, 2008
    

October 27, 2007Numerator  net income
    
    $
    2,701
    
    
    $
    8,806
    
    
    $
    9,517
    
    
    $
    17,078Denominator:Denominator for basic earnings per share-weighted
average shares
    
    
    37,068
    
    
    
    37,079
    
    
    
    37,120
    
    
    
    37,033Dilutive potential common shares-employee
and director stock options
    
    
    483
    
    
    
    388
    
    
    
    465
    
    
    
    443Denominator for diluted earnings per share adjusted
weighted average shares and assumed conversions
    
    
    37,551
    
    
    
    37,467
    
    
    
    37,584
    
    
    
    37,476Basic and diluted net income per share:Basic
    
    $
    0.07
    
    
    $
    0.24
    
    
    $
    0.26
    
    
    $
    0.46Diluted
    
    $
    0.07
    
    
    $
    0.24
    
    
    $
    0.25
    
    
    $
    0.46
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November 1, 2008
    
    
    May 3, 2008
    
    
    Net ChangeAutomotive
    
    
    150,993
    
    
    
    185,905
    
    
    
    (34,912
    )Interconnect
    
    
    182,106
    
    
    
    134,412
    
    
    
    47,694Power Products
    
    
    36,977
    
    
    
    37,063
    
    
    
    (86
    )Other
    
    
    7,926
    
    
    
    7,332
    
    
    
    594Corporate
    
    
    59,830
    
    
    
    105,508
    
    
    
    (45,678
    )Total Identifiable Assets
    
    
    437,832
    
    
    
    470,220
    
    
    
    (32,388
    )
 15




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Three Months Ended November 1, 2008Auto-
    
    
    Inter-
    
    
    Power Dis-
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    tribution
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    75,207
    
    
    $
    32,146
    
    
    $
    11,676
    
    
    $
    2,556
    
    
    $
    281
    
    
    $
    121,304Transfers between segments
    
    
    
    
    
    
    (143
    )
    
    
    (112
    )
    
    
    (26
    )
    
    
    (281
    )
    
    
    Net sales to unaffiliated customers
    
    $
    75,207
    
    
    $
    32,003
    
    
    $
    11,564
    
    
    $
    2,530
    
    
    $
    
    
    
    $
    121,304Segment income (loss) 

before restructuring charge
    
    $
    12,991
    
    
    $
    (638
    )
    
    $
    482
    
    
    $
    (750
    )
    
    $
    
    
    
    $
    12,085Restructuring
    
    
    (4,351
    )
    
    
    (1,933
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,284
    )Segment income (loss) 

including restructuring charge
    
    $
    8,640
    
    
    $
    (2,571
    )
    
    $
    482
    
    
    $
    (750
    )
    
    $
    
    
    
    $
    5,801Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,965
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,836
 Three Months Ended October 27, 2007Auto-
    
    
    Inter-
    
    
    Power Dis-
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    tribution
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    89,806
    
    
    $
    30,472
    
    
    $
    11,848
    
    
    $
    1,587
    
    
    $
    474
    
    
    $
    133,239Transfers between segments
    
    
    
    
    
    
    (213
    )
    
    
    (246
    )
    
    
    (15
    )
    
    
    (474
    )
    
    
    Net sales to unaffiliated customers
    
    $
    89,806
    
    
    $
    30,259
    
    
    $
    11,602
    
    
    $
    1,572
    
    
    $
    
    
    
    $
    133,239Segment income (loss)

before restructuring charge
    
    $
    13,300
    
    
    $
    1,157
    
    
    $
    2,129
    
    
    $
    (407
    )
    
    $
    
    
    
    $
    16,179Restructuring
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment income (loss) 

including restructuring charge
    
    $
    13,300
    
    
    $
    1,157
    
    
    $
    2,129
    
    
    $
    (407
    )
    
    $
    
    
    
    $
    16,179Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,750
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,429
 16




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Six Months Ended November 1, 2008Auto-
    
    
    Inter-
    
    
    Power Dis-
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    tribution
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    159,940
    
    
    $
    67,865
    
    
    $
    23,810
    
    
    $
    4,778
    
    
    $
    575
    
    
    $
    255,818Transfers between segments
    
    
    
    
    
    
    (275
    )
    
    
    (245
    )
    
    
    (55
    )
    
    
    (575
    )
    
    
    Net sales to unaffiliated customers
    
    $
    159,940
    
    
    $
    67,590
    
    
    $
    23,565
    
    
    $
    4,723
    
    
    $
    
    
    
    $
    255,818Segment income (loss) 

before restructuring charge
    
    $
    26,589
    
    
    $
    1,536
    
    
    $
    1,284
    
    
    $
    (1,332
    )
    
    $
    
    
    
    $
    28,077Restructuring
    
    
    (7,514
    )
    
    
    (3,687
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,201
    )Segment income (loss) 

including restructuring charge
    
    $
    19,075
    
    
    $
    (2,151
    )
    
    $
    1,284
    
    
    $
    (1,332
    )
    
    $
    
    
    
    $
    16,876Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,327
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,549
 Six Months Ended October 27, 2007Auto-
    
    
    Inter-
    
    
    Power Dis-
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    tribution
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    172,668
    
    
    $
    62,058
    
    
    $
    21,183
    
    
    $
    3,261
    
    
    $
    922
    
    
    $
    258,248Transfers between segments
    
    
    
    
    
    
    (391
    )
    
    
    (501
    )
    
    
    (30
    )
    
    
    (922
    )
    
    
    Net sales to unaffiliated customers
    
    $
    172,668
    
    
    $
    61,667
    
    
    $
    20,682
    
    
    $
    3,231
    
    
    $
    
    
    
    $
    258,248Segment income (loss) 

before restructuring charge
    
    $
    25,042
    
    
    $
    3,558
    
    
    $
    3,978
    
    
    $
    (682
    )
    
    $
    
    
    
    $
    31,896Restructuring
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment income (loss) 

including restructuring charge
    
    $
    25,042
    
    
    $
    3,558
    
    
    $
    3,978
    
    
    $
    (682
    )
    
    $
    
    
    
    $
    31,896Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,395
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,501
   17




---



##### Table of Contents




    
    Level 1  Quoted prices in active markets for identical assets and liabilities.
    
    Level 2  Quoted prices in active markets for similar assets and liabilities, or other
inputs that are observable for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.
    
    Level 3  Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets and liabilities. This includes
certain pricing models, discounted cash flow methodologies and similar techniques that use
significant unobservable inputs.
  18




---



##### Table of Contents



Fair value measurement usedQuoted prices
    
    
    Quoted pricesin active
    
    
    in activemarkets for
    
    
    markets for
    
    
    Otheridentical
    
    
    similar
    
    
    unobservableRecorded
    
    
    instruments
    
    
    instruments
    
    
    inputsAssets:
    
    Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash and Cash Equivalents (1)
    
    $
    52,806
    
    
    $
    47,612
    
    
    $
    5,194
    
    
    $
    Assets Related to Deferred Compensation Plan
    
    $
    2,467
    
    
    $
    
    
    
    $
    2,467
    
    
    $
    Total Assets at Fair Value
    
    $
    55,273
    
    
    $
    47,612
    
    
    $
    7,661
    
    
    $
    Liabilities:Deferred Compensation Plan
    
    $
    2,241
    
    
    $
    2,241
    
    
    $
    
    
    
    $
    Total Liabilities at Fair Value
    
    $
    2,241
    
    
    $
    2,241
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Includes cash, money-market investments and certificates of deposit. 19




---



##### Table of Contents



Cautionary Statement
  
    
    Our business may be materially adversely affected by the current economic environment.
The recent disruptions in global financial and credit markets have significantly impacted
global economic activity and lead to an economic recession. As a result of these
disruptions, our customers and markets have been adversely affected. We have recently
experienced a significant drop in sales in our Automotive segment. If we experience
reduced demand because of these disruptions in the macroeconomic environment, our business,
results of operation and financial condition could be materially adversely affected. If we
are unable to successfully anticipate changing economic and financial conditions, we may be
unable to effectively plan for and respond to these changes and our business could be
adversely affected.
    
    We may record impairment charges which would adversely impact our results of operations.
We review our goodwill and other intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of these assets may not be
recoverable, and we also review our goodwill annually in accordance with SFAS No. 142,
Goodwill and Other Intangibles. The values assigned to goodwill and intangible assets are
normally based on estimates and judgments regarding expectations for the success and life
cycle of products and technologies acquired. A severe decline in expectations, future cash
flows, a change in strategic direction or our market capitalization remaining below our net
book value for a significant period of time could result in significant impairment charges,
which could have a material adverse effect on our business, financial condition and results
of operations. Based on events and general business declines, especially in the Automotive
segment, we performed step one of the goodwill impairment test in accordance with
paragraph 19 of SFAS No. 142, on the reporting units that have goodwill as of November 1,
2008. Based on this test, we determined that the fair value was less than the carrying
value of the net assets for certain reporting units. We have not yet completed step two
of the impairment test, and, as of the filing of this 10-Q, impairment is possible but is
not reasonably estimable. The amount of goodwill associated to these reporting units is
$29,237.In accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, the Company records impairment losses on long-lived assets used in
operations when events and circumstances indicate that long-lived assets might be impaired
and the undiscounted cash flows estimated to be generated by those assets are less than the
carrying amounts of those assets. During the second quarter of 2009, events and
circumstances indicated that $15,192 million of identifiable intangible assets of the
TouchSensor business might be impaired. However, the Companys estimate of undiscounted
cash flows indicated that such carrying amounts are expected to be recovered.
Nonetheless, it is reasonably possible that the estimate of undiscounted cash flows may
change in the near term resulting in the need to write down those assets to fair value.
    
    We may incur additional significant restructuring charges that will adversely affect our
results of operations.
    
    Our automotive customers have recently experienced severe declines in demand for their
products. Such factors as consumer preference, restricted liquidity and the availability
of financing and increased cost of
 20




---



##### Table of Contents



Cautionary Statement  Continued
 capital has negatively impacted their businesses. This could cause them to decrease
purchases of our products, further restructure their businesses or even reorganize under
bankruptcy laws.
    
    We depend on a small number of large customers. If we were to lose any of these
customers or any of these customers decreased the number of orders it placed, our future
results could be adversely affected.
    
    Our business is cyclical and seasonal in nature and further downturns in the automotive
industry could reduce the sales and profitability of our business.
    
    Because we derive approximately 63% of our revenues from the automotive industry, the
downturn and challenges faced by this industry may have a material adverse effect on our
business, financial condition and operating results.
    
    Because we derive a substantial portion of our revenues from customers in the
automotive, appliance, computer and communications industries, construction, industrial
safety radio remote control market, we are susceptible to trends and factors affecting
those industries.
    
    Because we derive approximately 63% of our revenues from the automotive segment, oil
prices could adversely affect future results.
    
    We are subject to intense pricing pressures in the automotive industry.
    
    We are dependent on the availability and price of raw materials.
    
    We face risks relating to our international operations, including fluctuations in the
U.S. dollar.
    
    Our technology-based business and the markets in which we operate are highly
competitive. If we are unable to compete effectively, our sales will decline.
    
    If we are unable to protect our intellectual property or we infringe, or are alleged to
infringe, on another persons intellectual property, our business, financial condition and
operating results could be materially adversely affected.
    
    We may be unable to keep pace with rapid technological changes, which would adversely
affect our business.
    
    Products we manufacture may contain design or manufacturing defects that could result in
reduced demand for our products or services and liability claims against us.
    
    We may acquire businesses or divest of various business operations. These transactions
may pose significant risks and may materially adversely affect our business, financial
condition and operating results.
    
    We cannot assure you that the newly-acquired Hetronic business will be successful or
that we can implement and profit from new applications of the acquired technology.
  21




---



##### Table of Contents



Overview
   
    
    continued customer migration to lower-cost Eastern European and Asian suppliers;
    
    growth of North American subsidiaries of foreign-based automobile manufacturers;
    
    rising raw material costs;
    
    the deteriorating financial condition of certain of our customers and the uncertainty as
they undergo restructuring initiatives, including in some cases, reorganization under
bankruptcy laws;
    
    increasing pressure by automobile manufacturers on automotive suppliers to reduce
selling prices;
    
    more supplier-funded design, engineering and tooling costs previously funded by the
automobile manufacturers;
    
    reduced production schedules for domestic automobile manufacturers; rising interest
rates and availability of credit; and
    
    decline in demand for less fuel-efficient trucks and SUVs.
     22




---



##### Table of Contents



Overview  Continued
  Business Outlook
  Results of Operations for the Three Months Ended November 1, 2008 as Compared to the Three
Months Ended October 27, 2007
 Consolidated Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    121.3
    
    
    $
    133.2
    
    
    $
    (11.9
    )
    
    
    -8.9
    %Other income
    
    
    1.0
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    100.0
    %122.3
    
    
    
    133.7
    
    
    
    (11.4
    )
    
    
    -8.5
    %Cost of products sold
    
    
    97.8
    
    
    
    105.9
    
    
    
    (8.1
    )
    
    
    -7.6
    %Gross margins (including other income)
    
    
    24.5
    
    
    
    27.8
    
    
    
    (3.3
    )
    
    
    -11.9
    %Restructuring
    
    
    6.3
    
    
    
    
    
    
    
    6.3
    
    
    
    0.0
    %Selling and administrative expenses
    
    
    18.7
    
    
    
    16.1
    
    
    
    2.6
    
    
    
    16.1
    %Interest income, net  income/(expense)
    
    
    0.4
    
    
    
    0.6
    
    
    
    (0.2
    )
    
    
    -33.3
    %Other, net  income/(expense)
    
    
    1.9
    
    
    
    (0.9
    )
    
    
    2.8
    
    
    
    -311.1
    %Income taxes  (benefit)/expense
    
    
    (0.9
    )
    
    
    2.6
    
    
    
    (3.5
    )
    
    
    -134.6
    %Net income
    
    $
    2.7
    
    
    $
    8.8
    
    
    $
    (6.1
    )
    
    
    -69.3
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    0.8
    %
    
    
    0.4
    %Cost of products sold
    
    
    80.6
    %
    
    
    79.5
    %Gross margins (including other income)
    
    20.2
    %
    
    
    20.9
    %Restructuring
    
    
    5.2
    %
    
    
    0.0
    %Selling and administrative expenses
    
    15.4
    %
    
    
    12.1
    %Interest income, net
    
    
    0.3
    %
    
    
    0.5
    %Other, net
    
    
    1.6
    %
    
    
    -0.7
    %Income taxes
    
    
    -0.7
    %
    
    
    2.0
    %Net income
    
    
    2.2
    %
    
    
    6.6
    %
 Net Sales
 23




---



##### Table of Contents



Consolidated Results  Continued
  Other Income
 Cost of Products Sold
 Gross Margins (including other income).
 Selling and Administrative Expenses
 Restructuring
 Interest Income, Net
 24




---



##### Table of Contents



Consolidated Results  Continued
  Other, Net
  Income Taxes.
 Net Income.
 25




---



##### Table of Contents



Operating Segments
 Automotive Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    75.2
    
    
    $
    89.8
    
    
    $
    (14.6
    )
    
    
    -16.3
    %Cost of products sold
    
    
    60.2
    
    
    
    71.3
    
    
    
    (11.1
    )
    
    
    -15.6
    %Gross margins
    
    
    15.0
    
    
    
    18.5
    
    
    
    (3.5
    )
    
    
    -18.9
    %Income
before income taxes and restructuring
    
    $
    13.0
    
    
    $
    13.3
    
    
    $
    (0.3
    )
    
    
    -2.3
    %Restructuring
    
    
    (4.4
    )
    
    
    
    
    
    
    (4.4
    )
    
    
    0.0
    %Income before income taxes
    
    $
    8.6
    
    
    $
    13.3
    
    
    $
    (4.7
    )
    
    
    -35.3
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    80.1
    %
    
    
    79.4
    %Gross margins
    
    
    19.9
    %
    
    
    20.6
    %Income before income taxes and restructuring
    
    
    17.3
    %
    
    
    14.8
    %Restructuring
    
    
    -5.9
    %
    
    
    0.0
    %Income before income taxes
    
    
    11.4
    %
    
    
    14.8
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 26




---



##### Table of Contents



Automotive Segment Results  Continued
  Restructuring
 Income Before Income Taxes.
 Interconnect Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    32.0
    
    
    $
    30.3
    
    
    $
    1.7
    
    
    
    5.6
    %Cost of products sold
    
    
    23.2
    
    
    
    23.6
    
    
    
    (0.4
    )
    
    
    -1.7
    %Gross margins
    
    
    8.8
    
    
    
    6.7
    
    
    
    2.1
    
    
    
    31.3
    %Income before income taxes and
restructuring
    
    $
    (0.6
    )
    
    $
    1.2
    
    
    $
    (1.8
    )
    
    
    -150.0
    %Restructuring
    
    
    (1.9
    )
    
    
    
    
    
    
    (1.9
    )
    
    
    0.0
    %Income/(loss) before income taxes
    
    $
    (2.5
    )
    
    $
    1.2
    
    
    $
    (3.7
    )
    
    
    -308.3
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    72.5
    %
    
    
    77.9
    %Gross margins
    
    
    27.5
    %
    
    
    22.1
    %Income before income taxes and restructuring
    
    
    -1.9
    %
    
    
    4.0
    %Restructuring
    
    
    -5.9
    %
    
    
    0.0
    %Income/(loss) before income taxes
    
    
    -7.8
    %
    
    
    4.0
    %
 Net Sales
 Cost of Products Sold
 27




---



##### Table of Contents



Interconnect Segment Results  Continued
  Gross Margins.
 Restructuring
 Income/(Loss) Before Income Taxes.
 Power Products Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    11.6
    
    
    $
    11.6
    
    
    $
    
    
    
    
    0.0
    %Cost of products sold
    
    
    9.5
    
    
    
    8.5
    
    
    
    1.0
    
    
    
    11.8
    %Gross margins
    
    
    2.1
    
    
    
    3.1
    
    
    
    (1.0
    )
    
    
    -32.3
    %Income before income taxes
    
    $
    0.5
    
    
    $
    2.1
    
    
    $
    (1.6
    )
    
    
    -76.2
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    81.9
    %
    
    
    73.3
    %Gross margins
    
    
    18.1
    %
    
    
    26.7
    %Income before income taxes
    
    
    4.3
    %
    
    
    18.1
    %
 Net Sales
 Cost of Products Sold
 28




---



##### Table of Contents



Power Products Segment Results  Continued
 Gross Margins.
 Income Before Income Taxes.
 Other Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    2.5
    
    
    $
    1.6
    
    
    $
    0.9
    
    
    
    56.3
    %Cost of products sold
    
    
    2.6
    
    
    
    1.6
    
    
    
    1.0
    
    
    
    62.5
    %Gross margins
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    0.0
    %Loss before income taxes
    
    $
    (0.8
    )
    
    $
    (0.4
    )
    
    $
    (0.4
    )
    
    
    100.0
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    104.0
    %
    
    
    100.0
    %Gross margins
    
    
    -4.0
    %
    
    
    0.0
    %Loss before income taxes
    
    
    -32.0
    %
    
    
    -25.0
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 Loss Before Income Taxes.
 29




---



##### Table of Contents



Results of Operations for the Six Months Ended November 1, 2008 as Compared to the Six Months
Ended October 27, 2007
 Consolidated Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    255.8
    
    
    $
    258.3
    
    
    $
    (2.5
    )
    
    
    -1.0
    %Other income
    
    
    1.7
    
    
    
    0.7
    
    
    
    1.0
    
    
    
    142.9
    %257.5
    
    
    
    259.0
    
    
    
    (1.5
    )
    
    
    -0.6
    %Cost of products sold
    
    
    203.2
    
    
    
    204.2
    
    
    
    (1.0
    )
    
    
    -0.5
    %Gross margins (including other income)
    
    
    54.3
    
    
    
    54.8
    
    
    
    (0.5
    )
    
    
    -0.9
    %Restructuring
    
    
    11.2
    
    
    
    
    
    
    
    11.2
    
    
    
    0.0
    %Selling and administrative expenses
    
    
    35.2
    
    
    
    32.1
    
    
    
    3.1
    
    
    
    9.7
    %Interest income, net  income/(expense)
    
    
    1.0
    
    
    
    1.0
    
    
    
    
    
    
    
    0.0
    %Other, net  income/(expense)
    
    
    1.6
    
    
    
    (1.2
    )
    
    
    2.8
    
    
    
    -233.3
    %Income taxes  (benefit)/expense
    
    
    1.0
    
    
    
    5.4
    
    
    
    (4.4
    )
    
    
    -81.5
    %Net income
    
    $
    9.5
    
    
    $
    17.1
    
    
    $
    (7.6
    )
    
    
    -44.4
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    0.7
    %
    
    
    0.3
    %Cost of products sold
    
    
    79.4
    %
    
    
    79.1
    %Gross margins 
(including other income)
    
    
    21.2
    %
    
    
    21.2
    %Restructuring
    
    
    4.4
    %
    
    
    0.0
    %Selling and administrative
 expenses
    
    
    13.8
    %
    
    
    12.4
    %Interest income, net
    
    
    0.4
    %
    
    
    0.4
    %Other, net
    
    
    0.6
    %
    
    
    -0.5
    %Income taxes
    
    
    0.4
    %
    
    
    2.1
    %Net income
    
    
    3.7
    %
    
    
    6.6
    %
 Net Sales
 30




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##### Table of Contents



Consolidated Results  Continued
  Other Income
 Cost of Products Sold
 Gross Margins (including other income).
 Selling and Administrative Expenses
 Restructuring
 Interest Income, Net
 Other, Net
 31




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##### Table of Contents



Consolidated Results  Continued
  Income Taxes.
 Net Income.
 Operating Segments
 Automotive Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    159.9
    
    
    $
    172.7
    
    
    $
    (12.8
    )
    
    
    -7.4
    %Cost of products sold
    
    
    127.8
    
    
    
    137.8
    
    
    
    (10.0
    )
    
    
    -7.3
    %Gross margins
    
    
    32.1
    
    
    
    34.9
    
    
    
    (2.8
    )
    
    
    -8.0
    %Income before income
taxes and restructuring
    
    $
    26.6
    
    
    $
    25.0
    
    
    $
    1.6
    
    
    
    6.4
    %Restructuring
    
    
    (7.5
    )
    
    
    
    
    
    
    (7.5
    )
    
    
    0.0
    %Income before income taxes
    
    $
    19.1
    
    
    $
    25.0
    
    
    $
    (5.9
    )
    
    
    -23.6
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    79.9
    %
    
    
    79.8
    %Gross margins
    
    
    20.1
    %
    
    
    20.2
    %Income before income
taxes and restructuring
    
    
    16.6
    %
    
    
    14.5
    %Restructuring
    
    
    -4.7
    %
    
    
    0.0
    %Income before income taxes
    
    
    11.9
    %
    
    
    14.5
    %
 Net Sales
 32




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##### Table of Contents



Automotive Segment Results  Continued
  Cost of Products Sold
 Gross Margins.
 Restructuring
 Income Before Income Taxes.
 33




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##### Table of Contents



Interconnect Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    67.6
    
    
    $
    61.7
    
    
    $
    5.9
    
    
    
    9.6
    %Cost of products sold
    
    
    49.8
    
    
    
    47.3
    
    
    
    2.5
    
    
    
    5.3
    %Gross margins
    
    
    17.8
    
    
    
    14.4
    
    
    
    3.4
    
    
    
    23.6
    %Income before income taxes and
restructuring
    
    $
    1.5
    
    
    $
    3.6
    
    
    $
    (2.1
    )
    
    
    -58.3
    %Restructuring
    
    
    (3.7
    )
    
    
    
    
    
    
    (3.7
    )
    
    
    0.0
    %Income/(loss) before income taxes
    
    $
    (2.2
    )
    
    $
    3.6
    
    
    $
    (5.8
    )
    
    
    -161.1
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    73.7
    %
    
    
    76.7
    %Gross margins
    
    
    26.3
    %
    
    
    23.3
    %Income before income taxes and
restructuring
    
    
    2.2
    %
    
    
    5.8
    %Restructuring
    
    
    -5.5
    %
    
    
    0.0
    %Income before income taxes
    
    
    -3.3
    %
    
    
    5.8
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 Restructuring
 34




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##### Table of Contents



Interconnect Segment Results  Continued
 Income/(Loss) Before Income Taxes.
 Power Products Segment Results
   November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    23.6
    
    
    $
    20.7
    
    
    $
    2.9
    
    
    
    14.0
    %Cost of products sold
    
    
    19.2
    
    
    
    15.0
    
    
    
    4.2
    
    
    
    28.0
    %Gross margins
    
    
    4.4
    
    
    
    5.7
    
    
    
    (1.3
    )
    
    
    -22.8
    %Income before income taxes
    
    $
    1.3
    
    
    $
    4.0
    
    
    $
    (2.7
    )
    
    
    -67.5
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    81.4
    %
    
    
    72.5
    %Gross margins
    
    
    18.6
    %
    
    
    27.5
    %Income before income taxes
    
    
    5.5
    %
    
    
    19.3
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 Income Before Income Taxes.
 35




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##### Table of Contents



Other Segment Results
 
 November 1,
    
    
    October 27,2008
    
    
    2007
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    4.7
    
    
    $
    3.2
    
    
    $
    1.5
    
    
    
    46.9
    %Cost of products sold
    
    
    4.6
    
    
    
    3.1
    
    
    
    1.5
    
    
    
    48.4
    %Gross margins
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.0
    
    
    
    0.0
    %Loss before income taxes
    
    $
    (1.3
    )
    
    $
    (0.7
    )
    
    $
    (0.6
    )
    
    
    85.7
    %
 November 1,
    
    
    October 27,Percent of sales:
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    97.9
    %
    
    
    96.9
    %Gross margins
    
    
    2.1
    %
    
    
    3.1
    %Loss before income taxes
    
    
    -27.7
    %
    
    
    -21.9
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 Loss Before Income Taxes.
 Liquidity and Capital Resources
   36




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##### Table of Contents



Liquidity and Capital Resources  Continued
      Off-Balance Sheet Arrangements
  
   37




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##### Table of Contents



38




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##### Table of Contents



c)
    
    Purchase of equity securities by the issuer and affiliated purchasers.
 Total Number of
    
    
    Maximum Number ofTotal
    
    
    
    
    
    
    Shares Purchased as
    
    
    Shares thatNumber of
    
    
    Average
    
    
    Part of Publicly
    
    
    May Yet Be PurchasedShares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Under the Plans orPeriod
    
    Purchased (1)(2)
    
    
    Per Share
    
    
    or Programs
    
    
    ProgramsAugust 3, 2008
through August 30,
2008
    
    
    122
    
    
    $
    11.54
    
    
    
    
    
    
    
    August 31, 2008
through October 4,
2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 5, 2008
through November 2,
2008
    
    
    639,880
    
    
    $
    8.03
    
    
    
    639,880
    
    
    
    2,360,120640,002
    
    
    $
    8.03
    
    
    
    639,880
    
    
    
    2,360,120
 
 (1)
    
    The amount represents the repurchase and cancellation of shares of common stock redeemed by the Company for the
payment of minimum withholding taxes on the value of restricted stock awards vesting during the period.(2)
    
    On September 18, 2008, the Company adopted a plan to repurchase up to 3 million shares of its
common stock. The plan expires on May 1, 2010. 
  (a)
    
    The 2008 Annual Stockholders Meeting of the Company was held on September 18,
2008.(c)
    
    At the Annual Stockholders Meeting, the common stockholders voted on the
following uncontested matters.
 39




---



##### Table of Contents



1.
    
    Election of the below named nominees to the Board of Directors of the Company:
 For
    
    
    WithheldAspatore, Walter J.
    
    
    33,748,922
    
    
    
    1,787,465Batts, Warren L.
    
    
    35,456,505
    
    
    
    79,882Colgate, J. Edward
    
    
    35,363,860
    
    
    
    172,527Dawson, Darren M.
    
    
    35,350,965
    
    
    
    185,422Duda, Donald W.
    
    
    35,435,347
    
    
    
    101,040Goossen, Isabelle C.
    
    
    35,223,493
    
    
    
    312,894Hornung, Christopher J.
    
    
    35,382,865
    
    
    
    153,522Shelton, Paul G.
    
    
    35,225,204
    
    
    
    311,183Skatoff, Lawrence B.
    
    
    35,236,058
    
    
    
    300,329
 2.
    
    Ratification of Ernst & Young LLP to serve as the Companys independent registered public
accounting firm for the fiscal year ending May 2, 2009:
 For
    
    Against
    
    Abstain31,713,859
    
    3,588,017
    
    234,511
 40




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32
    
    Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
 41




---



##### Table of Contents



SIGNATURES
  METHODE ELECTRONICS, INC.By:
    /s/ Douglas A. KomanDouglas A. KomanChief Financial Officer
          (principal financial officer) December 9, 2008
 42




---



##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32
    
    Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
 43