Form 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2007
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o |
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TRANSITION REPORT PURSUANT TO 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-2816
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer
named below:
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Methode Electronics, Inc. 401(k) Savings Plan
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
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Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, IL 60706-4548
Financial Statements and
supplemental schedule
Methode Electronics, Inc. 401(k) Savings Plan
Years Ended December 31, 2007 and 2006
Methode Electronics, Inc.
401(k) Savings Plan
Financial Statements and
Supplemental Schedule
Years Ended December 31, 2007 and 2006
Contents
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Reports of Independent Registered Public Accounting Firms |
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1 |
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Financial Statements |
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Statements of Net Assets Available for Benefits |
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2 |
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Statements of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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10 |
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Report of Independent Registered Public Accounting Firm
The Administration Committee
Methode Electronics, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of Methode
Electronics, Inc. 401(k) Savings Plan as of December 31, 2007, and 2006, and the related statements
of changes in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2007, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedure applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Frank L. Sassetti & Co.
June 23, 2008
Oak Park, Illinois
1
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2007 |
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2006 |
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Assets |
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Cash |
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$ |
62,370 |
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$ |
99,429 |
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Investments, at fair value: |
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Group annuity contracts |
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6,249,262 |
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5,377,110 |
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Mutual funds |
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36,664,062 |
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32,433,807 |
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Common stock |
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4,107,986 |
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3,088,764 |
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Participant loans |
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1,524,971 |
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1,573,766 |
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Total investments |
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48,546,281 |
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42,473,447 |
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Receivables: |
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Unsettled investment sales |
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57,421 |
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20,189 |
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Accrued interest / dividends |
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33,140 |
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32,093 |
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Total receivables |
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90,561 |
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52,282 |
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Total assets |
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48,699,212 |
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42,625,158 |
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Liabilities |
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Unsettled investment purchases |
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97,553 |
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98,048 |
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Total liabilities |
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97,553 |
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98,048 |
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Net assets available for benefits, at fair value |
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48,601,659 |
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42,527,110 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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178,642 |
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209,365 |
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Net assets available for benefits |
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$ |
48,780,301 |
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$ |
42,736,475 |
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See accompanying notes.
2
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31, |
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2007 |
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2006 |
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Additions: |
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Additions to net assets attributed to: |
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Investment Income: |
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Net appreciation in fair value of investments |
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$ |
2,302,281 |
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$ |
2,046,499 |
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Interest and dividends |
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2,340,456 |
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2,336,283 |
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4,642,737 |
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4 382,782 |
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Contributions: |
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Participants |
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3,171,479 |
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2,533,716 |
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Employer |
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1,941,368 |
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1,797,390 |
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Rollovers |
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613,418 |
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134,146 |
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5,726,265 |
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4,465,252 |
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Total additions |
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10,369,002 |
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8,848,034 |
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Deductions |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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4,315,752 |
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4,093,228 |
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Administrative Expenses |
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9,424 |
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Total deductions |
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4,325,176 |
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4,093,228 |
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Net increase |
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6,043,826 |
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4,754,806 |
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Net assets available for benefits: |
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Beginning of year |
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42,736,475 |
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37,981,669 |
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End of year |
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$ |
48,780,301 |
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$ |
42,736,475 |
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See accompanying notes.
3
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements
Years Ended December 31, 2007 and 2006
1. Description of the Plan
The following description of the Methode Electronics, Inc. 401(k) Savings Plan (Plan) provides only
general information. Participants should refer to the Summary Plan Description (SPD) for a more
complete description of the Plans provisions. Copies of the SPD are available from Methode
Electronics, Inc.
General
The Plan is a defined-contribution plan established to provide additional retirement and other
benefits for eligible employees, to enable eligible employees, through systematic savings, to
accumulate funds on a tax-advantageous basis, and to provide a vehicle through which the plan
sponsor, Methode Electronics, Inc. and its subsidiaries (the Company), can attract and retain
qualified employees.
Participation
Employees who are employed by the Company for three full calendar months are eligible to
participate in the Plan on the first day of the following calendar month.
Contributions
Participants may elect to contribute a minimum of 2% of their pretax annual compensation (as
defined in the Plan), up to the maximum annual dollar limit allowable by the Internal Revenue
Service (IRS).
The Company contributes to the Plan, on behalf of each participant, 3% of each participants
eligible compensation (as defined by the Plan), subject to the IRS maximum amount, for the portion
of the Plan year in which the employee was a participant in the Plan.
Participants may direct contributions into various investment options offered by the Plan.
Participant Withdrawals
Withdrawals are permitted in the event of termination of employment, disability, death, retirement,
attainment of age 59 1/2, or financial hardship. A financial hardship withdrawal is currently
permitted by the IRS for certain authorized purposes. Such withdrawals must be approved by the
401(k) Hardship Committee. Withdrawals prior to the attainment of age 59 1/2 may be subject to an
additional 10% tax penalty.
4
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
Vesting
Participants are immediately vested in Company contributions, their contributions, and actual
earnings (losses) thereon.
Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their account balance. Loan terms range from 1 to 5 years or up to 15
years for the purchase of a primary residence. The loans are secured by the balance in the
participants account and bear interest at the prime rate plus 1%. Principal and interest are paid
ratably through payroll deductions.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of
Company contributions and Plan earnings (losses). Allocations are based on participant earnings or
account balances as defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participants account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
the Employee Retirement Income Security Act of 1974.
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Valuation of Investments
The shares of mutual funds are valued at quoted market prices, which represent the net asset values
of shares on the last business day of the Plan year. The fair value of common stock is determined
by quoted market prices. Participant loans are valued at their outstanding balances, which
approximate fair value
Purchases and sales are recorded on a trade-date basis. Interest is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
5
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
In December, 2005, the Financial Accounting Standards Board (FASB) issued a Staff Position
(FSP), Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare
and Pension Plans. This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension
Plans, with respect to the definition of fully benefit-responsive investment contracts and the
presentation and disclosure of fully benefit-responsive investment contracts in plan financial
statements. The FSP requires that investments in common/collective trusts that include
benefit-responsive investment contracts be presented at fair value in the statement of net assets
available for benefits and that the amount representing the difference between fair value and
contract value of these investments also be presented on the face of the statement of net assets
available for benefits. The Plan has group annuity contracts with the Hartford Life Insurance
Company (Hartford) and Lincoln National Life Insurance Company (Lincoln).
The Hartford group annuity contract fair value and contract value are estimated by Hartford Life
Insurance Company. Contract value represents contributions made, plus interest at the contract
rate, less funds used to pay participants benefits. The Plan does not allow for new investment in
this contract. There are significant penalties if the entire contract were prematurely terminated.
The Hartford group annuity contract had an average yield of 3.09% and 3.36% (annualized) for the
years ended December 31, 2007 and 2006, respectively. The crediting interest rate was 3.09% and
3.14% at December 31, 2007 and 2006 respectively. The crediting interest rate is set at the
beginning of the calendar year and is periodically reviewed for adjustment.
The Lincoln Stable Value Account is a fixed group annuity issued by The Lincoln National Life
Insurance Company. Contract value represents contributions made, plus interest at the contract
rate, less funds used to pay participants benefits. There are penalties or delays in payments if
significant withdrawals are made prior to August 2011.
The Lincoln contract had an average yield of 4.15% and 3.85% (annualized) for the years ended
December 31, 2007 and 2006, respectively. The crediting interest rate was 4.34% and 3.78% at
December 31, 2007 and 2006 respectively. The crediting interest rate is set at the beginning of
each calendar quarter and is periodically reviewed for adjustment.
6
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could differ from those
estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
Administrative Expenses
Generally, expenses of the Plan are paid by the Company.
Reclassifications
Certain
reclassifications have been made to the 2006 financial statements to
conform to the 2007 presentation
3. Investments
The Plans investments (including investments purchased, sold, as well as held during the year)
appreciated / depreciated in fair value as determined by quoted market prices as follows:
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Years Ended December 31, |
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2007 |
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2006 |
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Mutual funds |
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$ |
722,469 |
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$ |
1,683,610 |
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Common stock |
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1,576,565 |
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362,889 |
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$ |
2,299,034 |
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$ |
2,046,499 |
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7
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Investments that represent 5% or more of the Plans net assets are as follows:
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December 31, |
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2007 |
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2006 |
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Hartford
Life Insurance Company Group Annuity Contract |
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$ |
2,782,620 |
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$ |
3,010,143 |
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Lincoln Stable Value Fund |
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3,466,642 |
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2,366,967 |
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American Funds |
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American Balanced Fund |
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10,153,327 |
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9,479,482 |
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American Mutual Fund |
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5,154,965 |
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4,841,719 |
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American Growth Fund of America |
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6,670,195 |
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6,051,266 |
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Euro Pacific Fund |
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4,454,123 |
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3,100,188 |
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Davis NY Venture Fund |
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4,789,388 |
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4,502,554 |
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Methode Electronics, Inc. Common Stock Fund |
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4,107,986 |
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2,932,212 |
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4. Income Tax Status
The Plan has received a determination letter from the IRS dated September 11, 2002, stating that
the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore,
the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan
was amended. Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax-exempt.
8
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
5. Subsequent Events
Starting March 1, 2008, the Plan started offering a Roth 401(k) after-tax contribution option.
Effective March 6, 2008, the Plan replaced the Delaware Select Growth Fund with the Victory Special
Value A Fund. The Plan also added a new fund, the Vanguard Total Stock Market Index Fund.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of investments at fair value per the financial statements to the
Form 5500 at December 31,
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2007 |
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2006 |
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Investments, at fair value, per the financial statements |
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$ |
42,546,281 |
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$ |
42,473,447 |
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Adjustment from fair value to contract value for
investments in fully benefit-responsive insurance
contracts |
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178,642 |
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209,365 |
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Investments, per Form 5500 |
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$ |
48,724,923 |
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$ |
42,682,812 |
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9
Methode Electronics, Inc.
401(k) Savings Plan
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
EIN #36-2090085 Plan #002
December 31, 2007
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Shares |
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Description of |
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or |
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Current |
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Identity of Issue |
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Investment |
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Units |
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Cost |
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Value |
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Group annuity contracts |
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Hartford Life Insurance
Company |
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Group Annuity Contract |
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N/A |
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* |
* |
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$ |
2,782,620 |
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Lincoln Financial Group * |
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Lincoln Stable Value Fund |
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3,456,475 |
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* |
* |
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3,466,642 |
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Mutual funds |
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The American Funds Group |
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American Balanced Fund |
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525,807 |
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* |
* |
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10,153,327 |
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American Mutual Fund |
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182,219 |
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* |
* |
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5,154,965 |
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Europacific Growth Fund |
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87,559 |
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* |
* |
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4,454,123 |
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Growth Fund of America |
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196,125 |
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* |
* |
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6,670,195 |
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New Economy Fund |
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67,470 |
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* |
* |
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1,834,520 |
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Delaware Investments |
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Delaware Diversified Income |
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167,832 |
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* |
* |
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1,476,923 |
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Delaware Select Growth |
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33,198 |
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* |
* |
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976,358 |
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AIM Investments |
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Aim Capital Development |
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62,903 |
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* |
* |
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1,154,263 |
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Davis Funds |
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Davis NY Venture |
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119,585 |
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* |
* |
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4,789,388 |
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Common stock |
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Methode Electronics, Inc.* |
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Methode Electronics, Inc. Common Stock |
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281,108 |
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* |
* |
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4,107,986 |
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Total investments at fair value |
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47,021,310 |
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|
|
|
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|
|
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Adjustment from fair value to contract value for fully responsive
investment contracts |
|
|
|
|
|
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178,642 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments, as adjusted |
|
|
|
|
|
|
|
|
|
|
|
|
47,199,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans |
|
Interest rates range from 5.0% to 10.5% |
|
|
|
|
|
|
* |
* |
|
|
1,524,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,724,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in interest. |
|
** |
|
Cost information is not required for participant directed investments and participant
loans and therefore, is not included |
10
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator
has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
Date: June 23, 2008 |
By: |
/s/ Douglas A. Koman
|
|
|
|
Douglas A. Koman |
|
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|