Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED] |
For the fiscal year ended December 31, 2007.
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED] |
For the transition period from to
Commission
File Number: 1-4639
CTS CORPORATION RETIREMENT SAVINGS PLAN
(Title of Plan)
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905 West Boulevard North |
CTS Corporation
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Elkhart, IN 46514 |
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(Address of Principal |
(Issuer of Securities)
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Executive Offices) |
CTS Corporation Retirement Savings Plan
Index
December 31, 2007 and 2006
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1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Supplemental Schedule* |
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9 |
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10 |
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11 |
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Consent of Independent Registered Public Accounting Firm |
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*Note: |
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Other supplementary schedules required by Section 2520.103-10 of the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
Plan Administrator
CTS Corporation Retirement Savings Plan
Elkhart, Indiana
We have audited the accompanying statements of net assets available For benefits of
CTS Corporation Retirement Savings Plan (Plan) as of December 31, 2007 and 2006, and
the related statement of changes in net assets available for benefits for the year
ended December 31, 2007. The Companys management is responsible for these financial
statements. 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 audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as 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 CTS Corporation
Retirement Savings Plan as of December 31, 2007 and 2006, and the changes in its net
assets available for benefits for the year ended December 31, 2007, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule is presented for the purpose of additional
analysis and is not a required part of the basic 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 procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly stated, in
all material respects, in relation to the basic financial statements taken as a
whole.
Merrillville, Indiana
June 25, 2008
Federal Employer Identification Number: 44-0160260
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8001 Broadway, Suite 400 Merrillville, IN 46410-5552 219.769.3900 Fax 219.769.3906 |
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bkd.com |
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Beyond Your Numbers |
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CTS Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets |
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Investments,
at fair value |
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$ |
116,807,886 |
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$ |
119,516,706 |
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Contributions Receivable: |
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Employee |
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100,572 |
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Employer |
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43,397 |
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143,969 |
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Net Assets Available for Benefits |
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$ |
116,807,886 |
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$ |
119,660,675 |
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See Notes to Financial Statements
2
CTS Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
December 31, 2007
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Additions |
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Investment Income |
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Net depreciation in fair value of investments |
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(1,793,381 |
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Interest |
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188,309 |
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Dividends |
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9,869,132 |
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Net Investment Income |
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8,264,060 |
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Contributions |
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Employee |
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3,303,845 |
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Employer |
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1,398,008 |
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Rollover |
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265,211 |
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4,967,064 |
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Total Additions |
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13,231,124 |
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Deductions |
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Benefits paid to participants |
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15,971,861 |
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Administrative expenses |
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36,447 |
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Other Disbursements |
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75,605 |
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Total Deductions |
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16,083,913 |
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Net Decrease |
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(2,852,789 |
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Net assets available for benefits, Beginning of Year |
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119,660,675 |
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Net assets available for benefits, End of Year |
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$ |
116,807,886 |
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See Notes to Financial Statements
3
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 1: Description of the Plan
The following brief description of the CTS Corporation Retirement Savings Plan (the Plan) is
provided for general information purposes only. Detailed information about the Plan is
contained in the summary plan description which is available from the CTS Corporation (the
Company or Employer) Human Resources Department.
General
The Plan was established January 1, 1983 and provides the opportunity for eligible employees
to make regular and systematic savings through salary reductions and to share a portion of the
profits of the Company. The Plan is a defined contribution plan and is subject to Section
401(k) of the Internal Revenue Code (IRC) and the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Participation
In general, employees are eligible to participate after 30 days of employment with the
Company. Active employees can enroll in the Plan at any time.
Contributions
Employees hired prior to April 1, 2006 may elect to contribute to the Plan, in 1 percent
increments, amounts ranging from 1 percent to 35 percent of their gross pay. The Company
makes matching contributions of 50 percent of the participants voluntary contribution up to 6
percent of the participants eligible compensation. No Company matching contributions are
made on employee contributions in excess of 6 percent. The Company provides supplemental
contributions at the rate of 3 percent of compensation to non-exempt salaried and hourly
employees not covered by a defined benefit plan.
Employees hired after March 31, 2006 are automatically enrolled in the Plan, after 30 days of
continuous service, at a contribution level of 3%, unless the employee completes the
enrollment form indicating a different deferral amount. The Company makes matching
contributions of 100 percent of the participants voluntary contribution up to 3 percent of
the participants eligible compensation and 50 percent of the participants voluntary
contribution up to the next 2 percent of the participants eligible compensation. No Company
matching contributions are made on employee contributions in excess of 5 percent.
The Employer may also make an incentive contribution at the discretion of Company management.
All contributions are invested according to the elections specified by each participant. The
Plan currently offers a money market fund, thirteen mutual funds and Company common stock as
investment options for participants.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
For employees hired prior to April 1, 2006, company contributions vest at the rate of 20
percent for each year of employment and are fully vested after five years of employment.
4
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
For employees hired after March 31, 2006, company contributions are immediately vested.
Payment of Benefits
Following termination of service, if the participants vested account balance is less than
$1,000, the participant must take a lump-sum distribution of their vested account balance.
Otherwise, the participant may elect to receive a distribution of their vested account balance
at any time. Active participants who have attained age 59-1/2 or meet certain hardship
criteria may elect an in-service distribution. Distributions under the Plan can be in the
form of a lump-sum payment, installment payments or an annuity or a combination of installment
payments and an annuity.
Participant Accounts
Each participants account is credited with the participants contribution and allocations of
(a) the Companys contributions and (b) Plan earnings (losses), and charged with an allocation
of administrative expenses. Allocations are based on participant earnings or account
balances, as defined by the Plan. Forfeited balances of terminated employees non-vested
accounts are used to reduce future Company contributions. The benefit to which a participant
is entitled is the benefit that can be provided from the participants vested account. For
the years ended December 31, 2007 and 2006, there were $74,468 and $108,873, respectively, of
non-vested forfeited accounts, which were used to reduce Company contributions. At December
31, 2007 and 2006, $1,536 and $141, respectively, of non-vested forfeitures were available to
reduce future Company contributions.
Participant Loans
Participants may borrow from their accounts a minimum of $1,000 to a maximum amount equal to
the lesser of $50,000 or 50 percent of the vested portion of their account balance. The
maximum term of a loan is five years. However, the Plan Administrator may extend the loan
term beyond five years if the loan is used for the purpose of purchasing a principal
residence. The loans bear interest at the prime rate, as published in The Wall Street
Journal, as of the first day of the month in which the loan is granted, plus two percent. The
loans are collateralized by the participants vested account balance.
Note 2: Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies followed in the preparation
of the Plans financial statements:
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of accounting.
Investments
Investments in securities traded on a national securities exchange are valued at their quoted
market price on the last trading day of the Plan year. Investments in mutual funds are
credited with actual earnings on the underlying investments and are valued at the net asset
value of shares as determined primarily by quoted market prices. Cash and cash equivalents
are valued at cost, plus earnings. Participant loans are valued at cost which approximates
fair value.
5
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
The Plan presents in its statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on those investments.
Payment of Benefits
Benefits are recorded when paid.
Expenses of the Plan
Administrative expenses of the Plan are paid primarily by the Plan.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires the Plan Administrator to make significant
estimates and assumptions that affect the reported amounts of net assets available for
benefits and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions to and deductions from net assets available
for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in combinations of stocks and mutual funds.
Investment securities are exposed to various risks, such as interest rate, market and credit.
Due to the level of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could materially affect
participants account balances and the amounts reported in the statements of net assets
available for benefits and the statement of changes in net assets available for benefits.
Note 3: Administration of the Plan
JP Morgan Chase Bank is the Plan trustee. JP Morgan Retirement Plan Services, an agent of JP
Morgan Chase Bank, is the depository for the Plans assets and invests funds in accordance
with the Trust Agreement. The Plan Administrator is the CTS Corporation Benefit Plan
Administration Committee.
In February 2008, the CTS Corporation Benefit Plan Administration Committee and the CTS
Corporation Benefit Plan Investment Committee together decided to change the trustee and plan
recordkeeper to The Vanguard Group effective July 1, 2008.
6
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 4: Investments
The investments reflected in the Statements of Net Assets Available for Benefits represent the
total assets in the Plan as of December 31, 2007 and 2006. The following is a summary of the
Plans participant-directed investments, at fair value, which were 5 percent or more of the
Plans net assets at December 31:
Investments
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2007 |
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2006 |
JP Morgan Prime Money Market Fund |
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19,874,378 |
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$ |
19,631,149 |
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CTS Corporation common stock |
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5,360,735 |
* |
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9,194,874 |
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Mutual Funds: |
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GAMCO Growth Fund |
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13,821,344 |
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15,006,142 |
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JP Morgan US Equity Fund |
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13,938,562 |
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13,776,520 |
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American Century Ultra Fund |
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13,768,554 |
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13,652,250 |
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America Century International Growth Fund |
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10,782,099 |
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9,438,442 |
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JP Morgan Diversified Equity Fund |
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7,637,436 |
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8,179,535 |
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JP Morgan Intermediate Bond Fund |
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7,073,562 |
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7,466,570 |
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Oakmark Equity and Income Fund |
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7,484,642 |
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5,981,204 |
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The balance of this investment did not exceed 5 percent of net assets, but has been
presented for comparability purposes. |
During 2007, the Plans investments (including gains and losses and investments bought and
sold, as well as held during the year) appreciated in value as follows:
Appreciation (Depreciation) of investments at
fair value, as determined by quoted market
prices
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CTS Corporation common stock |
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(3,161,775 |
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Mutual funds |
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1,368,394 |
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$ |
(1,793,381 |
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Note 5: 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 ERISA. In the event of termination or partial termination of the Plan, all affected
participants will become fully vested in their accounts.
Note 6: Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated August
21, 2002 that the Plan and related trust are designed in accordance with applicable sections of
the IRC. The Plan has been amended since receiving the determination letter. However, the
Plan Administrator believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
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CTS Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 7: Party-In-Interest Transactions
Certain Plan investments held at December 31, 2007 and 2006 are shares of mutual funds managed
by JP Morgan Chase Bank. JP Morgan Chase Bank is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
In addition, certain Plan investments at December 31, 2007 and 2006 are shares of CTS
Corporation common stock. At December 31, 2007 and 2006, fair value of the shares of common
stock was $5,360,735 and $9,194,874, respectively. CTS Corporation is the Plan Sponsor as
defined by the Plan and, therefore, transactions related to the common stock qualify as
party-in-interest transactions.
The Company provides certain accounting, recordkeeping and administrative services to the Plan
for which it receives no compensation.
Certain Plan investments at December 31, 2007 and 2006 were managed by agents of the trustee.
8
CTS Corporation Retirement Savings Plan
Schedule H, line 4i Schedule of Assets (Held at End of Year)
December 31, 2007
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(c) Description of Investments |
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(a) (b) Identity of Issuer, |
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Including Maturity Date, |
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Borrower, Lessor, |
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Rate of Interest, Collateral, |
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(e) Fair |
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or Similar Party |
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Par or Maturity Value |
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Value |
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JP Morgan Chase Bank |
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Cash |
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$ |
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* |
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JP Morgan Prime Money Market Fund |
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Money Market Fund (19,874,378 units) |
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19,874,378 |
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* |
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CTS Corporation |
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CTS Corporation Common Stock, no
par value (539,852 shares) |
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5,360,735 |
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Allegiant Core Equity Fund |
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Mutual Fund (41,694 units) |
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511,165 |
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* |
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American Century Equity Index Fund |
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Mutual Fund (517,093 units) |
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3,019,826 |
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* |
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American Century International Growth Fund |
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Mutual Fund (779,617 units) |
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10,782,099 |
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American Century Large Company Value Fund |
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Mutual Fund (399,285 units) |
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2,858,878 |
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* |
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American Century Small Company Fund |
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Mutual Fund (345,061 units) |
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2,864,007 |
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* |
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American Century Strategic Allocation-Moderate Fund |
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Mutual Fund (260,138 units) |
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1,781,947 |
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* |
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American Century Ultra Fund |
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Mutual Fund (552,067 units) |
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13,768,554 |
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GAMCO Growth Fund |
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Mutual Fund (382,122 units) |
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13,821,344 |
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* |
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JP Morgan Diversified Equity Fund |
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Mutual Fund (563,233 units) |
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7,637,436 |
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* |
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JP Morgan Intermediate Bond Fund |
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Mutual Fund (675,603 units) |
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7,073,562 |
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* |
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JP Morgan US Equity Fund |
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Mutual Fund (840,179 units) |
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13,938,562 |
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Oakmark Equity and Income Fund |
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Mutual Fund (278,447 units) |
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7,484,642 |
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Royce Premier Fund |
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Mutual Fund (239,323 units) |
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4,128,313 |
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Total Mutual Funds |
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89,670,335 |
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* |
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Participant loans |
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Interest rates ranging from 5.00%
to 11.50%, due from January 2, 2006
to June 9, 2017 (288 Loans) |
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1,902,438 |
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Total Assets |
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$ |
116,807,886 |
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9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CTS CORPORATION
Retirement Savings Plan
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By: |
/s/ James L. Cummins
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Name: |
James L. Cummins, Chairman |
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CTS Corporation
Benefit Plan Administration Committee |
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Date: June 27, 2008
10
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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23(a)
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Consent of BKD, LLP |
11