##### 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 January 31, 2009
 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




---



##### 



PART I. FINANCIAL INFORMATION
    
    PageItem 1. Financial Statements (unaudited)Condensed consolidated balance sheets as of
January 31, 2009 and May 3, 2008
    
    
    3Condensed consolidated statements of income   Three months and nine months
ended January 31, 2009 and February 2, 2008
    
    
    4Condensed consolidated statements of cash flows  Nine months ended
January 31, 2009 and February 2, 2008
    
    
    5Notes to condensed consolidated financial statements  January 31, 2009
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    46Item 4. Controls and Procedures
    
    
    46PART II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 6. Exhibits
    
    
    48SIGNATURES
    
    
    49INDEX TO EXHIBITS
    
    
    50EX-31.1EX-31.2EX-32
  2




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PART I  FINANCIAL INFORMATION
 
  
 
 As of
    
    
    As ofJanuary 31, 2009
    
    
    May 3, 2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    54,427
    
    
    $
    104,305Accounts receivable, net
    
    
    51,325
    
    
    
    85,805Inventories:Finished products
    
    
    13,428
    
    
    
    15,384Work in process
    
    
    18,838
    
    
    
    20,715Materials
    
    
    30,691
    
    
    
    19,85062,957
    
    
    
    55,949Deferred income taxes
    
    
    8,489
    
    
    
    8,730Prepaid expenses and other current assets
    
    
    5,870
    
    
    
    6,028TOTAL CURRENT ASSETS
    
    
    183,068
    
    
    
    260,817PROPERTY, PLANT AND EQUIPMENT
    
    
    287,036
    
    
    
    308,264Less allowances for depreciation
    
    
    211,946
    
    
    
    217,98475,090
    
    
    
    90,280GOODWILL
    
    
    50,620
    
    
    
    54,476INTANGIBLE ASSETS, net
    
    
    37,920
    
    
    
    41,282OTHER ASSETS
    
    
    39,168
    
    
    
    23,365127,708
    
    
    
    119,123$
    385,866
    
    
    $
    470,220LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    19,864
    
    
    $
    42,810Other current liabilities
    
    
    21,604
    
    
    
    33,902TOTAL CURRENT LIABILITIES
    
    
    41,468
    
    
    
    76,712OTHER LIABILITIES
    
    
    14,315
    
    
    
    13,833DEFERRED COMPENSATION
    
    
    3,673
    
    
    
    6,890SHAREHOLDERS EQUITYCommon stock, $0.50 par value, 100,000,000 shares authorized, 38,241,929 and
38,225,379 shares issued as of January 31, 2009 and May 3, 2008, respectively
    
    
    19,121
    
    
    
    19,113Unearned common stock issuances
    
    
    (3,632
    )
    
    
    (4,257
    )Additional paid-in capital
    
    
    70,121
    
    
    
    69,953Retained earnings
    
    
    241,215
    
    
    
    265,838Accumulated other comprehensive income
    
    
    10,965
    
    
    
    28,381Treasury stock, 1,342,588 and 702,708 shares as of January 31, 2009
and May 3, 2008, respectively
    
    
    (11,380
    )
    
    
    (6,243
    )326,410
    
    
    
    372,785$
    385,866
    
    
    $
    470,220
  3




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Three Months Ended
    
    
    Nine Months EndedJanuary 31, 2009
    
    
    February 2, 2008
    
    
    January 31, 2009
    
    
    February 2, 2008INCOMENet sales
    
    $
    80,781
    
    
    $
    138,465
    
    
    $
    336,599
    
    
    $
    396,713Other
    
    
    751
    
    
    
    313
    
    
    
    2,443
    
    
    
    98681,532
    
    
    
    138,778
    
    
    
    339,042
    
    
    
    397,699COSTS AND EXPENSESCost of products sold
    
    
    70,512
    
    
    
    109,032
    
    
    
    273,757
    
    
    
    313,267Restructuring
    
    
    3,796
    
    
    
    450
    
    
    
    14,997
    
    
    
    450Impairment of goodwill and intangible assets
    
    
    32,678
    
    
    
    
    
    
    
    32,678
    
    
    
    Selling and administrative expenses
    
    
    14,743
    
    
    
    17,707
    
    
    
    49,846
    
    
    
    49,778121,729
    
    
    
    127,189
    
    
    
    371,278
    
    
    
    363,495Income/(loss) from operations
    
    
    (40,197
    )
    
    
    11,589
    
    
    
    (32,236
    )
    
    
    34,204Interest income, net
    
    
    212
    
    
    
    652
    
    
    
    1,215
    
    
    
    1,699Other income/(expense), net
    
    
    (346
    )
    
    
    (923
    )
    
    
    1,238
    
    
    
    (2,084
    )Income/(loss) before income taxes
    
    
    (40,331
    )
    
    
    11,318
    
    
    
    (29,783
    )
    
    
    33,819Income taxes/(benefit)
    
    
    (13,346
    )
    
    
    1,561
    
    
    
    (12,314
    )
    
    
    6,984NET INCOME/(LOSS)
    
    $
    (26,985
    )
    
    $
    9,757
    
    
    $
    (17,469
    )
    
    $
    26,835Amounts per common share:Basic net income/(loss)
    
    
    ($0.74
    )
    
    $
    0.26
    
    
    
    ($0.47
    )
    
    $
    0.72Diluted net income/(loss)
    
    
    ($0.74
    )
    
    $
    0.26
    
    
    
    ($0.47
    )
    
    $
    0.72Cash dividends:Common stock
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.19
    
    
    $
    0.15Weighted average number of
Common Shares outstanding:Basic
    
    
    36,597
    
    
    
    37,138
    
    
    
    36,964
    
    
    
    37,066Diluted
    
    
    36,597
    
    
    
    37,492
    
    
    
    36,964
    
    
    
    37,479
  4




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Nine Months EndedJanuary 31, 2009
    
    February 2, 2008OPERATING ACTIVITIESNet income/(loss)
    
    $
    (17,469
    )
    
    $
    26,835Adjustments to reconcile net income/(loss) to net
cash provided by operating activities:Provision for depreciation
    
    
    19,937
    
    
    
    16,332Impairment of tangible assets
    
    
    3,177
    
    
    
    Impairment of goodwill and intangible assets
    
    
    32,678
    
    
    
    Amortization of intangibles
    
    
    5,408
    
    
    
    4,227Amortization of stock awards and stock options
    
    
    696
    
    
    
    2,479Changes in operating assets and liabilities
    
    
    (6,844
    )
    
    
    7,615Other
    
    
    798
    
    
    
    77NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    38,381
    
    
    
    57,565INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (12,242
    )
    
    
    (16,702
    )Proceeds from sale of building
    
    
    
    
    
    
    960Acquisition of businesses
    
    
    (57,457
    )
    
    
    (7,090
    )Acquisition of technology licenses
    
    
    (903
    )
    
    
    Joint venture dividend
    
    
    
    
    
    
    (1,000
    )Other
    
    
    (425
    )
    
    
    (407
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (71,027
    )
    
    
    (24,239
    )FINANCING ACTIVITIESRepurchase of common stock
    
    
    (5,137
    )
    
    
    Proceeds from exercise of stock options
    
    
    110
    
    
    
    1,268Tax benefit from stock options and awards
    
    
    46
    
    
    
    291Cash dividends
    
    
    (7,154
    )
    
    
    (5,680
    )NET CASH USED IN FINANCING ACTIVITIES
    
    
    (12,135
    )
    
    
    (4,121
    )Effect of foreign currency exchange rate changes on cash
    
    
    (5,097
    )
    
    
    1,230INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (49,878
    )
    
    
    30,435Cash and cash equivalents at beginning of period
    
    
    104,305
    
    
    
    60,091CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    54,427
    
    
    $
    90,526
  5




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7




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One-TimeEmployee
    
    
    Asset
    
    
    OtherSeverance
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    5,297Third Quarter FY 2009
restructuring charges
    
    
    1,308
    
    
    
    2,313
    
    
    
    175
    
    
    
    3,796Payments and asset write-downs
    
    
    (4,280
    )
    
    
    (2,313
    )
    
    
    (175
    )
    
    
    (6,768
    )Accrued balance at January 31, 2009
    
    $
    2,325
    
    
    $
    
    
    
    $
    
    
    
    $
    2,325
    Three Months Ended
    
    
    Nine Months EndedJanuary 31, 2009
    
    
    February 2, 2008
    
    
    January 31, 2009
    
    
    February 2, 2008Net income (loss)
    
    $
    (26,985
    )
    
    $
    9,757
    
    
    $
    (17,469
    )
    
    $
    26,835Translation adjustment
    
    
    (507
    )
    
    
    3,895
    
    
    
    (17,416
    )
    
    
    7,956Total comprehensive
income/(loss)
    
    $
    (27,492
    )
    
    $
    13,652
    
    
    $
    (34,885
    )
    
    $
    34,791
 8




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9




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as of January 31, 2009AccumulatedGross
    
    
    Amortization
    
    
    NetCustomer relationships and agreements
    
    $
    34,327
    
    
    $
    19,543
    
    
    $
    14,784Patents and technology licenses
    
    
    29,735
    
    
    
    7,011
    
    
    
    22,724Covenants not to compete
    
    
    2,740
    
    
    
    2,328
    
    
    
    412Total
    
    $
    66,802
    
    
    $
    28,882
    
    
    $
    37,920
 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
    
    $
    5,7002010
    
    
    6,5492011
    
    
    5,3742012
    
    
    3,6912013
    
    
    2,833
 10




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Nine Months EndedJanuary 31,
    
    
    February 2,2009
    
    
    2008Balance at the beginning of the period
    
    
    38,225,379
    
    
    
    37,950,829Options exercised
    
    
    19,089
    
    
    
    122,469Restricted stock awards vested
    
    
    50,473
    
    
    
    47,886Repurchase and retirement
    
    
    (53,012
    )
    
    
    Balance at the end of the period
    
    
    38,241,929
    
    
    
    38,121,184
   Summary of Option ActivityWtd. Avg.Shares
    
    
    Exercise PriceOutstanding at May 3, 2008
    
    
    689,689
    
    
    $
    10.26Exercised
    
    
    (19,089
    )
    
    
    5.90Forfeited
    
    
    (32,298
    )
    
    
    10.86Outstanding at January 31, 2009
    
    
    638,302
    
    
    
    10.36
 11




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Options Outstanding andExercisable at January 31, 2009Wtd. Avg.
    
    Avg.Range of
    
    
    
    
    
    Exercise
    
    RemainingExercise Prices
    
    Shares
    
    Price
    
    Life (Years)$5.12  $7.69
    
    
    156,525
    
    
    $
    6.69
    
    
    
    2.5$8.08  $11.64
    
    
    343,634
    
    
    
    10.58
    
    
    
    2.4$12.11  $17.66
    
    
    138,143
    
    
    
    13.95
    
    
    
    1.5638,302
    
    
    
    10.36
      12




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SharesUnvested at May 3, 2008
    
    
    582,298Awarded
    
    
    356,665Vested
    
    
    (50,473
    )Forfeited
    
    
    (25,557
    )Unvested at January 31, 2009
    
    
    862,933
  Probable
    
    
    TargetUnearned
    
    
    UnearnedGrant
    
    
    
    
    
    
    
    Weighted
    
    
    Compensation
    
    
    CompensationFiscal
    
    
    
    
    
    
    
    Average
    
    
    Expense at
    
    
    Expense atYear
    
    RSAs
    
    
    Vesting Period
    
    Value
    
    
    January 31, 2009
    
    
    January 31, 20092006
    
    
    
    
    
    3-year equal annual installments
    
    $
    
    
    
    $
    
    
    
    $
    2006
    
    
    125,000
    
    
    3-year cliff performanced-based
    
    
    12.42
    
    
    
    
    
    
    
    2007
    
    
    23,359
    
    
    3-year equal annual installments
    
    
    7.88
    
    
    
    13
    
    
    
    132007
    
    
    220,750
    
    
    3-year cliff performanced-based
    
    
    7.80
    
    
    
    153
    
    
    
    1532008
    
    
    34,955
    
    
    3-year equal annual installments
    
    
    14.95
    
    
    
    150
    
    
    
    1502008
    
    
    149,730
    
    
    3-year cliff performanced-based
    
    
    15.14
    
    
    
    
    
    
    
    1,1612009
    
    
    74,600
    
    
    3-year equal annual installments
    
    
    10.64
    
    
    
    479
    
    
    
    4792009
    
    
    234,539
    
    
    3-year cliff performanced-based
    
    
    11.35
    
    
    
    
    
    
    
    2,268
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Three Months Ended
    
    Nine Months EndedJanuary 31, 2009
    
    February 2, 2008
    
    January 31, 2009
    
    February 2, 2008Numerator  net income/(loss)
    
    $
    (26,985
    )
    
    $
    9,757
    
    
    $
    (17,469
    )
    
    $
    26,835Denominator:Denominator for basic earnings/(loss) per share-weighted
average shares
    
    
    36,597
    
    
    
    37,138
    
    
    
    36,964
    
    
    
    37,066Dilutive potential common shares-employee
and director stock options
    
    
    
    
    
    
    354
    
    
    
    
    
    
    
    413Denominator for diluted earnings/(loss) per share adjusted
weighted average shares and assumed conversions
    
    
    36,597
    
    
    
    37,492
    
    
    
    36,964
    
    
    
    37,479Basic and diluted net income/(loss) per share:Basic
    
    $
    (0.74
    )
    
    $
    0.26
    
    
    $
    (0.47
    )
    
    $
    0.72Diluted
    
    $
    (0.74
    )
    
    $
    0.26
    
    
    $
    (0.47
    )
    
    $
    0.72
      14




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January 31, 2009
    
    
    May 3, 2008
    
    
    Net ChangeAutomotive
    
    $
    130,489
    
    
    $
    185,905
    
    
    $
    (55,416
    )Interconnect
    
    
    150,897
    
    
    
    134,412
    
    
    
    16,485Power Products
    
    
    26,472
    
    
    
    37,063
    
    
    
    (10,591
    )Other
    
    
    7,122
    
    
    
    7,332
    
    
    
    (210
    )Corporate
    
    
    70,886
    
    
    
    105,508
    
    
    
    (34,622
    )Total Identifiable Assets
    
    $
    385,866
    
    
    $
    470,220
    
    
    $
    (84,354
    )
 16




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Three Months Ended January 31, 2009Auto-
    
    
    Inter-
    
    
    Power
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    Products
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    36,586
    
    
    $
    33,280
    
    
    $
    9,219
    
    
    $
    1,802
    
    
    $
    106
    
    
    $
    80,781Transfers between segments
    
    
    
    
    
    
    (46
    )
    
    
    (35
    )
    
    
    (25
    )
    
    
    (106
    )
    
    
    Net sales to unaffiliated customers
    
    $
    36,586
    
    
    $
    33,234
    
    
    $
    9,184
    
    
    $
    1,777
    
    
    $
    
    
    
    $
    80,781Segment income (loss)
before restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    29
    
    
    $
    594
    
    
    $
    13
    
    
    $
    (894
    )
    
    $
    
    
    
    $
    (258
    )Restructuring
    
    
    (2,867
    )
    
    
    (929
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,796
    )Impairment of goodwill and
intangible assets
    
    
    
    
    
    
    (26,117
    )
    
    
    (5,358
    )
    
    
    (1,203
    )
    
    
    
    
    
    
    (32,678
    )Segment income (loss)
including restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    (2,838
    )
    
    $
    (26,452
    )
    
    $
    (5,345
    )
    
    $
    (2,097
    )
    
    $
    
    
    
    $
    (36,732
    )Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,599
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (40,331
    )
 Three Months Ended February 2, 2008Auto-
    
    
    Inter-
    
    
    Power
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    Products
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    88,684
    
    
    $
    35,858
    
    
    $
    12,827
    
    
    $
    1,847
    
    
    $
    751
    
    
    $
    138,465Transfers between segments
    
    
    (69
    )
    
    
    (300
    )
    
    
    (342
    )
    
    
    (40
    )
    
    
    (751
    )
    
    
    Net sales to unaffiliated customers
    
    $
    88,615
    
    
    $
    35,558
    
    
    $
    12,485
    
    
    $
    1,807
    
    
    $
    
    
    
    $
    138,465Segment income (loss)
before restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    13,678
    
    
    $
    986
    
    
    $
    2,566
    
    
    $
    (608
    )
    
    $
    
    
    
    
    16,622Restructuring
    
    
    (379
    )
    
    
    (71
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (450
    )Impairment of goodwill and
intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment income (loss)
including restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    13,299
    
    
    $
    915
    
    
    $
    2,566
    
    
    $
    (608
    )
    
    $
    
    
    
    $
    16,172Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,854
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,318
 17




---



##### Table of Contents



Nine Months Ended January 31, 2009Auto-
    
    
    Inter-
    
    
    Power
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    Products
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    196,526
    
    
    $
    101,144
    
    
    $
    33,029
    
    
    $
    6,581
    
    
    $
    681
    
    
    $
    336,599Transfers between segments
    
    
    
    
    
    
    (321
    )
    
    
    (280
    )
    
    
    (80
    )
    
    
    (681
    )
    
    
    Net sales to unaffiliated customers
    
    $
    196,526
    
    
    $
    100,823
    
    
    $
    32,749
    
    
    $
    6,501
    
    
    $
    
    
    
    $
    336,599Segment income (loss)
before restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    26,684
    
    
    $
    2,077
    
    
    $
    1,297
    
    
    $
    (2,225
    )
    
    $
    
    
    
    $
    27,833Restructuring
    
    
    (10,434
    )
    
    
    (4,563
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,997
    )Impairment of goodwill and
intangible assets
    
    
    
    
    
    
    (26,117
    )
    
    
    (5,358
    )
    
    
    (1,203
    )
    
    
    
    
    
    
    (32,678
    )Segment income (loss)
including restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    16,250
    
    
    $
    (28,603
    )
    
    $
    (4,061
    )
    
    $
    (3,428
    )
    
    $
    
    
    
    $
    (19,842
    )Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,941
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (29,783
    )
 Nine Months Ended February 2, 2008Auto-
    
    
    Inter-
    
    
    Power
    
    
    
    
    
    
    Elimi-
    
    
    Consoli-motive
    
    
    Connect
    
    
    Products
    
    
    Other
    
    
    nations
    
    
    datedNet sales
    
    $
    261,352
    
    
    $
    97,916
    
    
    $
    34,010
    
    
    $
    5,107
    
    
    $
    1,672
    
    
    $
    396,713Transfers between segments
    
    
    (69
    )
    
    
    (691
    )
    
    
    (843
    )
    
    
    (69
    )
    
    
    (1,672
    )
    
    
    Net sales to unaffiliated customers
    
    $
    261,283
    
    
    $
    97,225
    
    
    $
    33,167
    
    
    $
    5,038
    
    
    $
    
    
    
    $
    396,713Segment income (loss)
before restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    38,720
    
    
    $
    4,544
    
    
    $
    6,544
    
    
    $
    (1,291
    )
    
    $
    
    
    
    $
    48,517Restructuring
    
    
    (379
    )
    
    
    (71
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (450
    )Impairment of goodwill and
intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment income (loss)
including restructuring charge,
impairment of goodwill and
intangible assets
    
    $
    38,341
    
    
    $
    4,473
    
    
    $
    6,544
    
    
    $
    (1,291
    )
    
    $
    
    
    
    $
    48,067Corporate expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,248
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,819
 18




---



##### 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.
  19




---



##### 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)
    
    $
    54,427
    
    
    $
    51,230
    
    
    $
    3,197
    
    
    $
    Assets related to deferred
compensation plan
    
    $
    2,380
    
    
    $
    
    
    
    $
    2,380
    
    
    $
    Total assets at fair value
    
    $
    56,807
    
    
    $
    51,230
    
    
    $
    5,577
    
    
    $
    Liabilities:Deferred compensation plan
    
    $
    2,263
    
    
    $
    2,263
    
    
    $
    
    
    
    $
    Total liabilities at fair value
    
    $
    2,263
    
    
    $
    2,263
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Includes cash, money-market investments and certificates of deposit.    20




---



##### Table of Contents



Cautionary Statement
  
    
    Our business has been and may continue to be materially adversely affected by the
current economic environment, particularly as it impacts the automotive industry. The
recent disruptions in global financial and credit markets have significantly impacted
global economic activity and led 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 all our reporting segments. If we experience
reduced demand because of these disruptions in the macroeconomic environment or other
factors, 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 have recorded and may record additional 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 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
financial condition and results of operations. See footnote 5 to our condensed consolidated
financial statements for additional information regarding our goodwill impairment charges.
    
    We have and may continue to 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, fixed cost structure, restricted liquidity
and the availability of financing, increased cost of capital and the threat of potential
bankruptcy or liquidation has negatively impacted their businesses. This has and may
continue to cause them to significantly 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 58% of our revenues from the automotive industry, the
downturn and challenges faced by this industry have a material adverse effect on our
business, financial condition and operating results.
 21




---



##### Table of Contents



Cautionary Statement  Continued
 
    
    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 58% 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 businesses 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.
  Overview
   22




---



##### Table of Contents



Overview  Continued
  
    
    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 reduced availability of credit; and
    
    decline in demand for less fuel-efficient trucks and SUVs.
      23




---



##### Table of Contents



Overview  Continued
   Business Outlook
   24




---



##### Table of Contents



Results of Operations for the Three Months Ended January 31, 2009 (13 weeks) as Compared to the
Three Months Ended February 2, 2008 (14 weeks).
 Consolidated Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    80.8
    
    
    $
    138.5
    
    
    $
    (57.7
    )
    
    
    -41.7
    %Other income
    
    
    0.8
    
    
    
    0.3
    
    
    
    0.5
    
    
    
    166.7
    %81.6
    
    
    
    138.8
    
    
    
    (57.2
    )
    
    
    -41.2
    %Cost of products sold
    
    
    70.5
    
    
    
    109.0
    
    
    
    (38.5
    )
    
    
    -35.3
    %Gross margins (including other income)
    
    
    11.1
    
    
    
    29.8
    
    
    
    (18.7
    )
    
    
    -62.8
    %Restructuring
    
    
    3.8
    
    
    
    0.5
    
    
    
    3.3
    
    
    
    660.0
    %Impairment of goodwill and intangible
assets
    
    
    32.7
    
    
    
    
    
    
    
    32.7
    
    
    
    Selling and administrative expenses
    
    
    14.8
    
    
    
    17.8
    
    
    
    (3.0
    )
    
    
    -16.9
    %Interest income, net  income/(expense)
    
    
    0.2
    
    
    
    0.7
    
    
    
    (0.5
    )
    
    
    -71.4
    %Other, net  income/(expense)
    
    
    (0.3
    )
    
    
    (0.9
    )
    
    
    0.6
    
    
    
    -66.7
    %Income taxes  (benefit)/expense
    
    
    (13.3
    )
    
    
    1.5
    
    
    
    (14.8
    )
    
    
    -986.7
    %Net income/(loss)
    
    $
    (27.0
    )
    
    $
    9.8
    
    
    $
    (36.8
    )
    
    
    -375.5
    %January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    1.0
    %
    
    
    0.2
    %Cost of products sold
    
    
    87.3
    %
    
    
    78.7
    %Gross margins (including other income)
    
    
    13.7
    %
    
    
    21.5
    %Restructuring
    
    
    4.7
    %
    
    
    0.4
    %Impairment of goodwill and intangible
assets
    
    
    40.5
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    18.3
    %
    
    
    12.9
    %Interest income, net  income/(expense)
    
    
    0.2
    %
    
    
    0.5
    %Other, net  income/(expense)
    
    
    -0.4
    %
    
    
    -0.6
    %Income taxes  (benefit)/expense
    
    
    -16.5
    %
    
    
    1.1
    %Net income/(loss)
    
    
    -33.4
    %
    
    
    7.1
    %
 Net Sales
 25




---



##### Table of Contents



Consolidated Results  Continued
 Other Income
 Cost of Products Sold
 Gross Margins (including other income).
 Restructuring
 Impairment of Goodwill and Intangible Assets
  Selling and Administrative Expenses
 26




---



##### Table of Contents



Consolidated Results  Continued
  Interest Income, Net
 Other, Net
  Income Taxes.
 Net Income/(Loss).
 27




---



##### Table of Contents



Operating Segments
 Automotive Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    36.6
    
    
    $
    88.6
    
    
    $
    (52.0
    )
    
    
    -58.7
    %Other income
    
    
    0.6
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    200.0
    %37.2
    
    
    
    88.8
    
    
    
    (51.6
    )
    
    
    -58.1
    %Cost of products sold
    
    
    35.3
    
    
    
    69.9
    
    
    
    (34.6
    )
    
    
    -49.5
    %Gross margins (including other income)
    
    
    1.9
    
    
    
    18.9
    
    
    
    (17.0
    )
    
    
    -89.9
    %Restructuring
    
    
    2.9
    
    
    
    0.4
    
    
    
    2.5
    
    
    
    625.0
    %Selling and administrative expenses
    
    
    2.0
    
    
    
    4.9
    
    
    
    (2.9
    )
    
    
    -59.2
    %Interest income, net  income
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    Other, net  income/(expense)
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    0.4
    
    
    
    -133.3
    %Income/(loss) before income taxes
    
    $
    (2.8
    )
    
    $
    13.3
    
    
    $
    (16.1
    )
    
    
    -121.1
    %January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    1.6
    %
    
    
    0.2
    %Cost of products sold
    
    
    96.4
    %
    
    
    78.9
    %Gross margins (including other income)
    
    
    5.2
    %
    
    
    21.3
    %Restructuring
    
    
    7.9
    %
    
    
    0.5
    %Selling and administrative expenses
    
    
    5.5
    %
    
    
    5.5
    %Interest income, net
    
    
    0.3
    %
    
    
    0.0
    %Other, net
    
    
    0.3
    %
    
    
    -0.3
    %Income/(loss) before income taxes
    
    
    -7.7
    %
    
    
    15.0
    %
 Net Sales
 Other Income
 28




---



##### Table of Contents



Automotive Segment Results  Continued
 Cost of Products Sold
 Gross Margins (including other income).
 Restructuring
 Selling and Administrative Expenses
 Interest Income, Net
 Other, Net
 Income/(Loss) Before Income Taxes.
 29




---



##### Table of Contents



Interconnect Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    33.2
    
    
    $
    35.6
    
    
    $
    (2.4
    )
    
    
    -6.7
    %Other income
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    0.0
    %33.3
    
    
    
    35.7
    
    
    
    (2.4
    )
    
    
    -6.7
    %Cost of products sold
    
    
    26.2
    
    
    
    27.8
    
    
    
    (1.6
    )
    
    
    -5.8
    %Gross margins (including other income)
    
    
    7.1
    
    
    
    7.9
    
    
    
    (0.8
    )
    
    
    -10.1
    %Restructuring
    
    
    0.9
    
    
    
    0.1
    
    
    
    0.8
    
    
    
    800.0
    %Impairment of goodwill and intangible
assets
    
    
    26.1
    
    
    
    
    
    
    
    26.1
    
    
    
    Selling and administrative expenses
    
    
    6.8
    
    
    
    6.6
    
    
    
    0.2
    
    
    
    3.0
    %Interest income, net  income
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    100.0
    %Other, net  income/(expense)
    
    
    
    
    
    
    (0.4
    )
    
    
    0.4
    
    
    
    -100.0
    %Income/(loss) before income taxes
    
    $
    (26.5
    )
    
    $
    0.9
    
    
    $
    (27.4
    )
    
    
    -3044.4
    %January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    0.3
    %
    
    
    0.3
    %Cost of products sold
    
    
    78.9
    %
    
    
    78.1
    %Gross margins (including other income)
    
    
    21.4
    %
    
    
    22.2
    %Restructuring
    
    
    2.7
    %
    
    
    0.3
    %Impairment of goodwill and intangible
assets
    
    
    78.6
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    20.5
    %
    
    
    18.5
    %Interest income, net
    
    
    0.6
    %
    
    
    0.3
    %Other, net
    
    
    0.0
    %
    
    
    -1.1
    %Income/(loss) before income taxes
    
    
    -79.8
    %
    
    
    2.5
    %
 Net Sales
 Other Income
 Cost of Products Sold
 30




---



##### Table of Contents



Interconnect Segment Results  Continued
 Gross Margins (including other income).
 Restructuring
 Impairment of Goodwill and Intangible Assets
  Selling and Administrative Expenses
 Interest Income, Net
 Other, Net
 31




---



##### Table of Contents



Interconnect Segment Results  Continued
 Income/(Loss) Before Income Taxes.
 Power Products Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    9.2
    
    
    $
    12.5
    
    
    $
    (3.3
    )
    
    
    -26.4
    %Cost of products sold
    
    
    8.0
    
    
    
    8.9
    
    
    
    (0.9
    )
    
    
    -10.1
    %Gross margins
    
    
    1.2
    
    
    
    3.6
    
    
    
    (2.4
    )
    
    
    -66.7
    %Impairment of goodwill and intangible
assets
    
    
    5.4
    
    
    
    
    
    
    
    5.4
    
    
    
    Selling and administrative expenses
    
    
    1.1
    
    
    
    1.0
    
    
    
    0.1
    
    
    
    10.0
    %Income/(loss) before income taxes
    
    $
    (5.3
    )
    
    $
    2.6
    
    
    $
    (7.9
    )
    
    
    -303.8
    %January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    87.0
    %
    
    
    71.2
    %Gross margins (including other income)
    
    
    13.0
    %
    
    
    28.8
    %Impairment of goodwill and intangible
assets
    
    
    58.7
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    12.0
    %
    
    
    8.0
    %Income/(loss) before income taxes
    
    
    -57.6
    %
    
    
    20.8
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 32




---



##### Table of Contents



Power Products Segment Results  Continued
  Impairment of Goodwill and Intangible Assets
 Selling and Administrative Expenses
 Income/(Loss) Before Income Taxes.
 33




---



##### Table of Contents



Other Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    1.8
    
    
    $
    1.8
    
    
    $
    
    
    
    
    0.0
    %Cost of products sold
    
    
    2.0
    
    
    
    1.8
    
    
    
    0.2
    
    
    
    11.1
    %Gross margins
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    0.0
    %Impairment of goodwill and
intangible assets
    
    
    1.2
    
    
    
    
    
    
    
    1.2
    
    
    
    0.0
    %Selling and administrative expenses
    
    
    0.7
    
    
    
    0.6
    
    
    
    0.1
    
    
    
    16.7
    %Loss before income taxes
    
    $
    (2.1
    )
    
    $
    (0.6
    )
    
    $
    (1.5
    )
    
    
    250.0
    %
 January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    111.1
    %
    
    
    100.0
    %Gross margins
    
    
    -11.1
    %
    
    
    0.0
    %Impairment of goodwill and intangible assets
    
    
    66.7
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    38.9
    %
    
    
    33.3
    %Loss before income taxes
    
    
    -116.7
    %
    
    
    -33.3
    %
 Net Sales
 Cost of Products Sold
 Gross Margins.
 Impairment of Goodwill and Intangible Assets
 34




---



##### Table of Contents



Other Segment Results  Continued
 Selling and Administrative Expenses
 Loss Before Income Taxes.
 Results of Operations for the Nine Months Ended January 31, 2009 (39 weeks) as Compared to the
Nine Months Ended February 2, 2008 (40 weeks).
 Consolidated Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    336.6
    
    
    $
    396.7
    
    
    $
    (60.1
    )
    
    
    -15.1
    %Other income
    
    
    2.4
    
    
    
    1.0
    
    
    
    1.4
    
    
    
    140.0
    %339.0
    
    
    
    397.7
    
    
    
    (58.7
    )
    
    
    -14.8
    %Cost of products sold
    
    
    273.8
    
    
    
    313.3
    
    
    
    (39.5
    )
    
    
    -12.6
    %Gross margins (including other income)
    
    
    65.2
    
    
    
    84.4
    
    
    
    (19.2
    )
    
    
    -22.7
    %Restructuring
    
    
    15.0
    
    
    
    0.4
    
    
    
    14.6
    
    
    
    3650.0
    %Impairment of goodwill and intangible
assets
    
    
    32.7
    
    
    
    
    
    
    
    32.7
    
    
    
    Selling and administrative expenses
    
    
    49.7
    
    
    
    49.8
    
    
    
    (0.1
    )
    
    
    -0.2
    %Interest income, net  income/(expense)
    
    
    1.2
    
    
    
    1.7
    
    
    
    (0.5
    )
    
    
    -29.4
    %Other, net  income/(expense)
    
    
    1.2
    
    
    
    (2.1
    )
    
    
    3.3
    
    
    
    -157.1
    %Income taxes  (benefit)/expense
    
    
    (12.3
    )
    
    
    7.0
    
    
    
    (19.3
    )
    
    
    -275.7
    %Net income/(loss)
    
    $
    (17.5
    )
    
    $
    26.8
    
    
    $
    (44.3
    )
    
    
    -165.3
    %
 January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    0.7
    %
    
    
    0.3
    %Cost of products sold
    
    
    81.3
    %
    
    
    79.0
    %Gross margins (including other income)
    
    
    19.4
    %
    
    
    21.3
    %Restructuring
    
    
    4.5
    %
    
    
    0.1
    %Impairment of goodwill and intangible assets
    
    
    9.7
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    14.8
    %
    
    
    12.6
    %Interest income, net  income/(expense)
    
    
    0.4
    %
    
    
    0.4
    %Other, net  income/(expense)
    
    
    0.4
    %
    
    
    -0.5
    %Income taxes  (benefit)/expense
    
    
    -3.7
    %
    
    
    1.8
    %Net income/(loss)
    
    
    -5.2
    %
    
    
    6.8
    %
 35




---



##### Table of Contents



Consolidated Results  Continued
 Net Sales
 Other Income
 Cost of Products Sold
 Gross Margins (including other income).
 Restructuring
 Impairment of Goodwill and Intangible Assets
 36




---



##### Table of Contents



Consolidated Results  Continued
   Selling and Administrative Expenses
 Interest Income, Net
 Other, Net
  Income Taxes.
 37




---



##### Table of Contents



Consolidated Results  Continued
  Net Income/(Loss).
 Operating Segments
 Automotive Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    196.5
    
    
    $
    261.3
    
    
    $
    (64.8
    )
    
    
    -24.8
    %Other income
    
    
    1.9
    
    
    
    0.4
    
    
    
    1.5
    
    
    
    375.0
    %198.4
    
    
    
    261.7
    
    
    
    (63.3
    )
    
    
    -24.2
    %Cost of products sold
    
    
    163.0
    
    
    
    208.1
    
    
    
    (45.1
    )
    
    
    -21.7
    %Gross margins (including other income)
    
    
    35.4
    
    
    
    53.6
    
    
    
    (18.2
    )
    
    
    -34.0
    %Restructuring
    
    
    10.4
    
    
    
    0.4
    
    
    
    10.0
    
    
    
    2500.0
    %Selling and administrative expenses
    
    
    11.3
    
    
    
    13.6
    
    
    
    (2.3
    )
    
    
    -16.9
    %Interest income, net  income/(expense)
    
    
    0.5
    
    
    
    (0.1
    )
    
    
    0.6
    
    
    
    -600.0
    %Other, net  income/(expense)
    
    
    2.0
    
    
    
    (1.2
    )
    
    
    3.2
    
    
    
    -266.7
    %Income before income taxes
    
    $
    16.2
    
    
    $
    38.3
    
    
    $
    (22.1
    )
    
    
    -57.7
    %
 January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    1.0
    %
    
    
    0.2
    %Cost of products sold
    
    
    83.0
    %
    
    
    79.6
    %Gross margins (including other income)
    
    
    18.0
    %
    
    
    20.5
    %Restructuring
    
    
    5.3
    %
    
    
    0.2
    %Selling and administrative expenses
    
    
    5.8
    %
    
    
    5.2
    %Interest income, net
    
    
    0.3
    %
    
    
    0.0
    %Other, net
    
    
    1.0
    %
    
    
    -0.5
    %Income before income taxes
    
    
    8.2
    %
    
    
    14.7
    %
 Net Sales
 38




---



##### Table of Contents



Automotive Segment Results  Continued
  Other Income
 Cost of Products Sold
 Gross Margins (including other income).
 Restructuring
 Selling and Administrative Expenses
 Interest Income, Net
 Other, Net
 Income Before Income Taxes.
 39




---



##### Table of Contents



Interconnect Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    100.8
    
    
    $
    97.2
    
    
    $
    3.6
    
    
    
    3.7
    %Other income
    
    
    0.2
    
    
    
    0.2
    
    
    
    
    
    
    
    0.0
    %101.0
    
    
    
    97.4
    
    
    
    3.6
    
    
    
    3.7
    %Cost of products sold
    
    
    76.0
    
    
    
    75.1
    
    
    
    0.9
    
    
    
    1.2
    %Gross margins (including other income)
    
    
    25.0
    
    
    
    22.3
    
    
    
    2.7
    
    
    
    12.1
    %Restructuring
    
    
    4.6
    
    
    
    0.1
    
    
    
    4.5
    
    
    
    4500.0
    %Impairment of goodwill and intangible
assets
    
    
    26.1
    
    
    
    
    
    
    
    26.1
    
    
    
    0.0
    %Selling and administrative expenses
    
    
    23.8
    
    
    
    17.2
    
    
    
    6.6
    
    
    
    38.4
    %Interest income, net  income
    
    
    0.4
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    100.0
    %Other, net  income/(expense)
    
    
    0.5
    
    
    
    (0.8
    )
    
    
    1.3
    
    
    
    -162.5
    %Income/(loss) before income taxes
    
    $
    (28.6
    )
    
    $
    4.4
    
    
    $
    (33.0
    )
    
    
    -750.0
    %
 January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    0.2
    %
    
    
    0.2
    %Cost of products sold
    
    
    75.4
    %
    
    
    77.3
    %Gross margins (including other income)
    
    
    24.8
    %
    
    
    22.9
    %Restructuring
    
    
    4.6
    %
    
    
    0.1
    %Impairment of goodwill and intangible assets
    
    
    25.9
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    23.6
    %
    
    
    17.7
    %Interest income, net
    
    
    0.4
    %
    
    
    0.2
    %Other, net
    
    
    0.5
    %
    
    
    -0.8
    %Income/(loss) before income taxes
    
    
    -28.4
    %
    
    
    4.5
    %
 Net Sales
 Other Income
 Cost of Products Sold
 40




---



##### Table of Contents



Interconnect Segment Results  Continued
 Gross Margins (including other income)
 Restructuring
 Impairment of Goodwill and Intangible Assets
  Selling and Administrative Expenses
 Interest Income, Net
 Other, Net
 41




---



##### Table of Contents



Interconnect Segment Results  Continued
  Income/(Loss) Before Income Taxes.
 Power Products Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    32.7
    
    
    $
    33.2
    
    
    $
    (0.5
    )
    
    
    -1.5
    %Cost of products sold
    
    
    27.3
    
    
    
    23.9
    
    
    
    3.4
    
    
    
    14.2
    %Gross margins
    
    
    5.4
    
    
    
    9.3
    
    
    
    (3.9
    )
    
    
    -41.9
    %Impairment of goodwill and
intangible assets
    
    
    5.4
    
    
    
    
    
    
    
    5.4
    
    
    
    Selling and administrative expenses
    
    
    4.0
    
    
    
    2.8
    
    
    
    1.2
    
    
    
    42.9
    %Other, net  income/(expense)
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    0.0
    %Income/(loss) before income taxes
    
    $
    (4.1
    )
    
    $
    6.5
    
    
    $
    (10.6
    )
    
    
    -163.1
    %
 January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    83.5
    %
    
    
    72.0
    %Gross margins (including other income)
    
    
    16.5
    %
    
    
    28.0
    %Impairment of goodwill and intangible assets
    
    
    16.5
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    12.2
    %
    
    
    8.4
    %Other, net
    
    
    -0.3
    %
    
    
    0.0
    %Income/(loss) before income taxes
    
    
    -12.5
    %
    
    
    19.6
    %
 Net Sales
 Cost of Products Sold
 Gross Margins .
 42




---



##### Table of Contents



Power Products Segment Results  Continued
  Impairment of Goodwill and Intangible Assets
 Selling and Administrative Expenses
 Other, Net
 Income/(Loss) Before Income Taxes.
 43




---



##### Table of Contents



Other Segment Results
 
 January 31,
    
    
    February 2,2009
    
    
    2008
    
    
    Net Change
    
    
    Net ChangeNet sales
    
    $
    6.5
    
    
    $
    5.0
    
    
    $
    1.5
    
    
    
    30.0
    %Cost of products sold
    
    
    6.6
    
    
    
    5.0
    
    
    
    1.6
    
    
    
    32.0
    %Gross margins
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    0.0
    %Impairment of goodwill and
intangible assets
    
    
    1.2
    
    
    
    
    
    
    
    1.2
    
    
    
    0.0
    %Selling and administrative expenses
    
    
    2.1
    
    
    
    1.3
    
    
    
    0.8
    
    
    
    61.5
    %Loss before income taxes
    
    $
    (3.4
    )
    
    $
    (1.3
    )
    
    $
    (2.1
    )
    
    
    161.5
    %January 31,
    
    
    February 2,Percent of sales:
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products sold
    
    
    101.5
    %
    
    
    100.0
    %Gross margins
    
    
    -1.5
    %
    
    
    0.0
    %Impairment of goodwill and
intangible assets
    
    
    18.5
    %
    
    
    0.0
    %Selling and administrative expenses
    
    
    32.3
    %
    
    
    26.0
    %Loss before income taxes
    
    
    -52.3
    %
    
    
    -26.0
    %
 Net Sales
 Cost of Products Sold
 Gross Margins .
 Impairment of Goodwill and Intangible Assets
 44




---



##### Table of Contents



Other Segment Results  Continued
  Selling and Administrative Expenses
 Loss Before Income Taxes.
 Liquidity and Capital Resources
     45




---



##### Table of Contents



Liquidity and Capital Resources  Continued
   Off-Balance Sheet Arrangements
  
   
    46




---



##### Table of Contents



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
    
    
    ProgramsNovember 1, 2008
through November
29, 2008
    
    
    148
    
    
    $
    7.59
    
    
    
    
    
    
    
    November 30, 2008
through January 3,
2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    January 4, 2009
through January 31,
2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148
    
    
    $
    7.59
    
    
    
    
    
    
    
    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. No shares were repurchased during the third quarter of fiscal 2009. 47




---



##### 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
 48




---



##### Table of Contents



SIGNATURES
  METHODE ELECTRONICS, INC.By:
    /s/ Douglas A. KomanDouglas A. KomanChief Financial Officer
          (principal financial officer) March 12, 2009
 49




---



##### 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
 50