UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2008.

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     .

Commission File No.: 0-10235

GENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)		38-2030505 (I.R.S. Employer Identification No.)
600 N. Centennial Street, Zeeland, Michigan (Address of principal executive offices)		49464 (Zip Code)

(616) 772-1800
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Name of each exchange on which registered
Common Stock, par value $.06 per share		Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes: þ No: o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes: o No: þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: þ No: o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer þ		Accelerated Filer o		Non-Accelerated Filer o		Smaller Reporting Company o
				(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: o No: þ

As of June 30, 2008 (the last business day of the registrant’s most recently completed second fiscal quarter), 135,608,920 shares of the registrant’s common stock, par value $.06 per share, were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant (i.e., excluding shares held by executive officers, directors, and control persons as defined in Rule 405 (17 CFR 203.405) on that date was $1,958,192,805 computed at the closing price on that date.

As of February 10, 2009, 137,631,052 shares of the registrant’s common stock, par value $.06 per share, were outstanding.

Portions of the Company’s Proxy Statement for its 2009 Annual Meeting of Shareholders are incorporated by reference into Part III.

Exhibit Index located at Page 52

 

 

PART I

Item 1. Business.

(a) General Development of Business

Gentex Corporation (the “Company”) designs, develops, manufactures and markets proprietary products employing electro-optic technology: automatic-dimming rearview automotive mirrors and fire protection products. The Company also developed and manufactures variable dimmable windows for the aircraft industry and non-automatic-dimming rearview automotive mirrors with electronic features.

The Company was organized as a Michigan company in 1974 to manufacture residential smoke detectors, a product line that has since evolved into a more sophisticated group of fire protection products primarily for the commercial building industry. In 1982, the Company introduced an automatic interior rearview mirror that was the first commercially successful glare-control product offered as an alternative to the conventional, manual day/night mirror. In 1987, the Company introduced its interior electrochromic (auto-dimming) mirror, providing the first successful commercial application of electrochromic (EC) technology in the automotive industry and world. Through the use of electrochromic technology, this mirror is continually variable and automatically darkens to the degree required to eliminate rearview mirror headlight glare. In 1991, the Company introduced its exterior electrochromic sub-assembly, which works as a complete glare-control system with the interior auto-dimming mirror. In 1997, the Company began making volume shipments of three new exterior mirror sub-assembly products: thin glass flat, convex and aspheric.

During 2001, the Company announced a revolutionary new proprietary technology, called SmartBeam^®, that uses a custom, active-pixel, CMOS (complementary metal oxide semiconductor) sensor, and maximizes a driver’s forward vision by significantly improving utilization of the vehicle’s highbeam headlamps during nighttime driving. During 2004, the Company began shipping auto-dimming mirrors with SmartBeam^®. During 2008, the Company began shipping auto-dimming mirrors with SmartBeam^® on seven additional models for Audi, Opel, Chrysler, Bavarian Motor Works, A.G. (BMW) and Toyota.

During 2006, the Company announced development programs with several automakers for its Rear Camera Display (RCD) Mirror that shows the vehicle operator a panoramic video view of objects directly behind the vehicle in real time. During 2007, the Company announced a number of OEM (Original Equipment Manufacturer) programs and dealer or port-installed programs for its RCD Mirror. During 2008, the Company announced that its RCD Mirror is available on 16 additional models for Hyundai/Kia, General Motors, Toyota and Ford. The Company also announced in 2008 that its RCD Mirror is now available through MITO Corporation, a distributor of high-quality aftermarket electronic products and accessories.

During 2005, the Company reached an agreement with PPG Aerospace to work together to provide the variably dimmable windows for the passenger compartment on the new Boeing 787 Dreamliner series of aircraft. The Company shipped the first set of variably dimmable aircraft windows for test planes in mid 2007. Boeing, based on the latest available information, now expects the first delivery of the 787 Dreamliner series of aircraft to occur in early 2010. The Company anticipates that it will begin to deliver windows to the production line in 2009. During 2008, the Company and PPG Aerospace announced that they will work together to supply dimmable windows to Hawker Beechcraft Corporation for passenger-cabin windows on the 2010 Beechcraft King Air 350i airplane.

During 2006, the Company has developed its own compass technology called Z-Nav^®, which can be sold as a system with the compass heading displayed in the interior auto-dimming mirror or it can be mounted on any fixed or pivotal location in the vehicle.

During 2007, the Company began shipping non automatic-dimming exterior mirrors with electronic features in low volume.

(b) Financial Information About Segments

See Note 8 to the Consolidated Financial Statements filed with this report.

(c) Narrative Description of Business

The Company currently manufactures electro-optic products, including automatic-dimming rearview mirrors for the automotive industry and fire protection products primarily for the commercial building industry. The Company also manufactures variable dimmable windows for the aircraft industry and non automatic-dimming rearview automotive mirrors with electronic features for the automotive industry.

Automotive Mirrors

Automatic-Dimming Rearview Mirrors

Interior Auto-Dimming Mirrors. In 1987, the Company achieved a significant technological breakthrough by applying electrochromic technology to the glare-sensing capabilities of its Motorized Mirror. Through the use of this technology, the mirror gradually darkens to the degree necessary to eliminate rearview glare from following vehicle headlights. The auto-dimming mirror offers all of the continuous reflectance levels between its approximate 87% full-reflectance state and its 7% least-reflectance state, taking just a few seconds to span the entire range. Special electro-optic sensors in the mirror detect glare and electronic circuitry supplies electricity to darken the mirror to only the precise level required to eliminate glare, allowing the driver to maintain maximum vision. This is accomplished by the utilization of two layers of precision glass with special conductive coatings that are separated by the Company’s proprietary electrochromic materials. When the appropriate light differential is detected by the sensors, an electric current causes the electrochromic material to darken, decreasing the mirror’s reflectance, thereby eliminating glare.

During 1991, the Company began shipping the first advanced-feature interior auto-dimming mirror, the auto-dimming headlamp control mirror, an automatic-dimming mirror that automatically turns car head- and taillamps “on” and “off” at dusk and dawn in response to the level of light observed. During 1993, the Company began shipping an auto-dimming compass mirror, with an electronic compass that automatically compensates for changes in the earth’s magnetic field. During 1997, the Company began shipping a new interior auto-dimming mirror that digitally displays either a compass or outside temperature reading. During 1998, the Company began shipping new compass mirrors with light-emitting diode (LED) map lamps, a major improvement over mirrors with standard incandescent map lamps, including extremely long life, low heat generation, lower current draw, more resistance to shock, and lower total cost of ownership. In 2000, the Company began shipping to General Motors interior auto-dimming mirrors that serve as the driver interface for the OnStar^® System, an in-vehicle safety, security and information service using Global Positioning System (GPS) satellite technology. OnStar is a registered trademark of OnStar Corporation.

During 2001 and 2002, the Company began making shipments of its auto-dimming mirrors for a number of small/mid-sized, medium-priced vehicles, including the Toyota Camry, Matrix and Corolla; Ford Taurus and Mercury Sable; Volkswagen Passat, Jetta, Golf GTI and Beetle; Nissan Altima; Opel cross car line; Chrysler Sebring Coupe; Hyundai Santa Fe and Sonata; and Kia Optima and Sorento. The Company continues to expand its shipments of auto-dimming mirrors for small/mid-sized, medium-priced vehicles, including the new 2008 Honda Civic and Accord; and the popular Ford Focus and Fiesta in Europe. The Company also continued to expand its shipments of auto-dimming mirrors with features during 2008 for crossover vehicles including the Nissan Rogue, Kia Soul and the Toyota Venza.

During 2003, the Company began making shipments of its auto-dimming mirrors to two new automotive OEM customers, Honda and Volvo, and began volume shipments of its microphone as part of DaimlerChrysler’s “U-Connect^®” telematics system. During 2007, the Company began making shipments of its microphone mirrors as part of Ford’s “Sync^®” telematics system.

During 2004 and 2005, the Company began shipping auto-dimming mirrors with SmartBeam^®, its proprietary intelligent high-beam headlamp control feature, for the Cadillac STS, Jeep Grand Cherokee, Cadillac DTS, the Jeep Commander, and BMW 5, 6 and 7 Series models in Europe and other select markets. During 2006, the Company began shipping auto-dimming mirrors with SmartBeam^® for the BMW 3 Series, Cadillac Escalade and the Chrysler 300C. During 2007, the Company began shipping auto-dimming mirrors with SmartBeam^® for the BMW 5 and 6 Series in North America and the BMW X5 model in Europe and other select markets. During 2008, the Company began shipping auto-dimming mirrors with SmartBeam^® for the Audi A4, A5 and Q7 in Europe, the Opel Insignia in Europe, the Chrysler Town & Country minivan, the BMW X6 and the Toyota Venza crossover sedan. The Company is currently shipping auto-dimming mirrors with SmartBeam^® for 20 models.

During 2006, the Company announced development programs with several automakers for its Rear Camera Display (RCD) Mirror that shows a panoramic video view of objects directly behind the vehicle in real time. During 2007, the Company began shipping auto-dimming mirrors with RCD for the Ford Expedition, Ford F150, Lincoln Navigator, Lincoln Mark LT and the Kia Mohave in the Korean market. The Company also began shipping auto-dimming mirrors with RCD for the Mazda CX-9 as a dealer or port-installed program. In addition, the Company began shipping auto-dimming mirrors with RCD for the Toyota Camry as a dealer or port-installed option through Gulf States Toyota, one of two independent Toyota distributorships that covers dealers in the states of Arkansas, Louisiana, Mississippi, Oklahoma and Texas. During 2008, the Company began shipping auto-dimming mirrors with RCD for the Hyundai Grandeur and the Kia Soul in the Korean market, Toyota Tacoma, FJ Cruiser and RAV4, Ford E-Series passenger van and the General Motors GMT 900 and Lambda platforms. The Company also announced that its RCD Mirror is available through MITO Corporation, a distributor of high-quality aftermarket electronic products and accessories. The Company is currently shipping auto-dimming mirrors with RCD for 26 models.

On February 28, 2008, the President signed into law the “Kids Transportation Safety Act of 2007”. The National Highway Traffic Safety Administration (NHTSA) has one year to initiate rulemaking to revise the federal standard to expand the field of view so that drivers can detect objects directly behind vehicles. NHTSA then has three years to determine how automakers must meet the rules, which may include the use of additional mirrors, sensors, rear back-up cameras (which could be in a mirror, navigation system or other LCD display). Once NHTSA publishes the new rules, automakers will have 48 months to comply with those rules for vehicles in the United States. The Company’s RCD Mirror is a cost competitive product that is relatively easy to implement and may be among the technologies that NHTSA will include as a means to meet the requirements of the legislation.

The Company shipped approximately 9,426,000 interior auto-dimming mirrors in 2006, approximately 11,001,000 in 2007, and 10,505,000 in 2008.

During 2008, interior total mirror unit shipments decreased primarily due to decreased shipments to the traditional Big Three automakers, partially offset by increased shipments at certain European and Asian automakers. The Company’s interior auto-dimming mirrors are standard equipment or factory-installed options on certain trim levels of the following 2009 vehicle models:

Table 1. Interior Auto-Dimming Mirror Availability by Vehicle Line (North American Manufacturers)

GM/Cadillac		DTS		Chrysler/Dodge		Avenger
		STS				Caliber
		CTS				Caravan
		Escalade				Challenger
		SRX				Charger
GM/Buick		Enclave				Dakota
		LaCrosse				Durango
		Lucerne				Journey
GM/Hummer		H2				Magnum
		H3				Nitro
GM/Pontiac		G6				PT Cruiser
		Torrent				Ram Pickup
GM/Chevrolet		Avalanche		Chrysler/Jeep		Commander
		Colorado				Compass
		Equinox				Grand Cherokee
		HHR				Liberty
		Impala				Patriot
		Malibu		Daimler/Mercedes Benz		GL Class
		Silverado				M Class
		Suburban				R Class
		Tahoe		BMW		X5
		Trailblazer				X6
		Traverse		Honda		Accord
GM/GMC		Acadia				Pilot
		Canyon		Honda/Acura		MDX
		Envoy				RDX
		Sierra				TL
		Yukon		Hyundai		Santa Fe
GM/Saab		9-7x				Sonata
GM/Saturn		Aura		Mazda		6
		Outlook		Mitsubishi		Galant
		Vue				Raider
Ford		Crown Victoria		Nissan		Altima
		E Series				Armada
		Edge				Frontier
		Expedition				Maxima
		Flex				Pathfinder
		Taurus				Quest
		Taurus X				Titan
		Fusion		Nissan/Infiniti		QX56
		F Series		Toyota		Avalon
		Mustang				Camry
Ford/Lincoln		MKS				Camry Solara
		MKX				Corolla
		MKZ				Matrix
		Mark LT				Rav 4
		Navigator				Sequoia
		Town Car				Sienna
Ford/Mercury		Grand Marquis				Tacoma
		Milan				Tundra
		Sable				Venza
Chrysler		300		Toyota/Lexus		RX
		Aspen		Volkswagen		Beetle
		Sebring				Jetta
		Town & Country

Table 1. Interior Auto-Dimming Mirror Availability by Vehicle Line — Continued (Manufacturers Outside of North America)

Bentley		Arnage		Hyundai (cont’d)		Santa Fe	Toyota		Aurion
		Azure				Starex			Auris
		Continental				Tuscani			Avensis
		GTC				Tucson			Blade
BMW		7 Series				Veracruz			Camry
		6 Series		Hyundai/Kia		Amanti			Corolla
		5 Series				Carnival			Crown Royal
		3 Series				Carens			FJ Cruiser
		1 Series				C’eed			Highlander
		X3				Cerato			Hilux Surf
Daewoo		Antara				Lotze			iQ
		Lacetti				Mohave			Ist
		Winstorm				Borrego			Land Cruiser
Daewoo/Ssangyong		Actyon				Opirus			Mark X
		Chairman				Optima			Prius
		Kyron				Sedona			RAV4
		Rexton				Sorento			Reiz
		Rodius				Soul			Verso
Chrysler		300				Spectra			Yaris
		Sebring				Sportage			4-Runner
Chrysler/Jeep		Commander		Jaguar		XF			Zi0
		Grand Cherokee				XK	Volkswagen		EOS
Fiat		Idea				XJ			Golf
		500		Land Rover		Defender			Jetta
		Palio				Discovery			Lavida
		Punto				Range Rover			Model X
		Stilo		Maserati		Quattroporte			Passat
Fiat/Alfa Romero		147				GT Coupe			Phaeton
Fiat/Lancia		Thesis		Mazda		CX-7			Polo
Ford		C-Max				CX-9			Sagitar
		Fiesta				RX-8			Scirocco
		Falcon		Daimler		C Class			Sharan
		Focus		/Mercedes Benz		CL Class			Tiguan
		Galaxy				CLC			Touareg
		Kuga				CLK			Touran
		Mondeo				CLS	Volkswagen/Audi		A3
		Territory				E Class			A4
		S-Max				G Wagen			A5
Ford/Volvo		C70				S Class			A6
		C30				SL Class			A8
		S40				SLK			Cabrio
		V50				Viano			Allroad
		XC60		Mitsubishi		380			Q5
GM/Buick		LaCrosse				Pajero			Q7
		Regal		Nissan		370Z			R8
GM/Cadillac		STS				GT-R			TT
GM/Opel		Astra				Murano	Volkswagen/SEAT		Altea
		Captiva				Navara			Cordoba
		Corsa				Pathfinder			Exeo
		Insignia				Rogue			Ibiza
		Meriva				Skyline			Leon
		Signum		Nissan/Infiniti		EX			Toledo
		Tigra				FX35/FX45	Volkswagen/Skoda		Octavia
		Vectra				G35/G37			Superb
		Zafira				M35/M45
Honda/Acura		TSX		PSA/Citroen		C6
Honda		Accord		PSA/Peugeot		207
		Civic				407
		Inspire		Porsche		Cayenne
Hongqi		Benteng		SAIC		Roewe 550
Hyundai		Avante				Roewe 750
		Azera		Toyota/Lexus		ES
		Elantra				GX
		Equus				LX
		Genesis				RX
		Grandeur
		I30
		Sonata

Exterior Auto-Dimming Mirror Sub-Assemblies. The Company has devoted substantial research and development efforts to the development of its electrochromic technology to permit its use in exterior rearview mirrors. Exterior auto-dimming mirrors are controlled by the sensors and electronic circuitry in the interior auto-dimming mirror, and both the interior and exterior mirrors dim simultaneously. During 1991, the Company’s efforts culminated in a design that is intended to provide acceptable long-term performance in all automotive environments likely to be encountered. In 1994, the Company began shipments of its complete three-mirror system, including the convex (curved glass) wide-angle auto-dimming mirror to BMW. During 1997, the Company began making volume shipments of additional new exterior mirror products: thin glass flat and aspheric mirrors. During 2001 and 2002, the Company began making shipments of the world’s first exterior automatic-dimming mirrors with built-in turn-signal indicators to Southeast Toyota and General Motors. The Company currently offers its exterior auto-dimming mirrors with turn-signal indicators and side blind zone features. The Company currently sells its exterior auto-dimming mirror sub-assemblies to exterior mirror suppliers of the automakers who assemble the exterior auto-dimming mirror sub-assemblies into full mirror units for subsequent resale to the automakers.

The Company shipped approximately 4,001,000 exterior auto-dimming mirror sub-assemblies during 2006, approximately 4,220,000 in 2007, and approximately 3,884,000 in 2008. During 2008, total exterior unit shipments decreased primarily due to decreased shipments in North America, partially offset by increased shipments at certain European and Asian automakers.

The exterior auto-dimming mirror is standard equipment or a factory-installed option on certain trim levels of the following 2009 vehicle models:

Table 2. Exterior Auto-Dimming Mirror Availability by Vehicle Line

GM/Cadillac		DTS		BMW (cont’d)		3 Series		Honda/Acura		RL
		Escalade				1 Series		Hyundai		Equus
		XLR				X3				Genesis
GM/Buick		Enclave		Bentley		Arnage				Grandeur
		Lucerne				Azure				Veracruz
GM/Chevrolet		Avalanche				Continental		Hyundai/Kia		Amanti
		Silverado				GTC				Opirus
		Suburban		Daimler		C Class		Nissan/Infiniti		QX56
		Tahoe		/Mercedes Benz		CL Class		Toyota/Lexus		GS
GM/GMC		Acadia				CLC				LS
		Sierra				CLK				LX
		Yukon				CLS				RX
GM/Hummer		H2				E Class				SC
GM/Saturn		Outlook				GLK		Toyota		Avalon
Ford/Lincoln		MKZ				G Wagen				Camry Solara
		Town Car				GL Class				Land Cruiser
Chrysler		300				M Class				Sequoia
		Aspen				R Class				Sienna
		Town & Country				S Class				Tundra
Chrysler/Dodge		Caravan				SL Class		Nissan		Armada
		Durango				SLK				Cima
Chrysler/Jeep		Commander		Jaguar		XF				Maxima
		Grand Cherokee				XJ				Titan
Volkswagen/Audi		A3				XK		Rolls Royce		Drophead Coupe
		A4		Land Rover		Range Rover				Phantom
		A5		Maserati		Quattroporte		Daewoo		Antara
		A6				GT Coupe		Daewoo		Chairman
		A8		PSA/Citroen		C5		/Ssangyong
		Allroad				C6
		Cabrio		VW/Skoda		Octavia
		Q5				Superb
		Q7		Volkswagen		EOS
		R8				Golf
		TT				Passat
BMW		7 Series				Sharan
		6 Series				Touran
		5 Series				Touareg
				Honda		Accord

Non-Automatic-Dimming Rearview Mirrors. In 2007, the Company began shipping non-auto-dimming exterior mirrors with electronic features (i.e. side blind zone indicators) in low volume. During 2008, unit shipments for non-auto-dimming exterior mirrors with electronic features continued in low volume.

Product Development. The Company plans to continue introducing additional advanced-feature auto-dimming mirrors. Advanced-feature auto-dimming mirrors currently being offered by the Company include the auto-dimming headlamp control mirror, the auto-dimming lighted mirror with LED map lamps, the auto-dimming compass mirror, the auto-dimming mirror with remote keyless entry, the auto-dimming compass/temperature mirror, the auto-dimming dual display compass/temperature mirror, auto-dimming telematics mirrors and the auto-dimming HomeLink^® mirror. During 2001, the Company announced a revolutionary new proprietary technology, called SmartBeam^®, that uses a custom, active-pixel, CMOS (complementary metal oxide semiconductor) sensor, and maximizes a driver’s forward vision by significantly improving utilization of the vehicle’s highbeam headlamps during nighttime driving. During 2004, the Company began shipping auto-dimming mirrors with SmartBeam^®, its proprietary intelligent high-beam headlamp control feature. The Company is currently shipping auto-dimming mirrors with SmartBeam^® to General Motors, Chrysler, BMW, Audi, Opel/Vauxhall and Toyota for 20 models.

During 2006, the Company announced development programs with several automakers for its RCD Mirror that consists of a proprietary liquid crystal display (LCD) device that shows a panoramic video view of objects behind the vehicle in real time. When the vehicle is put in “reverse,” the display illuminates and automatically appears through the rearview mirror’s reflective surface to give a high resolution, bright colored image. The image is generated by a camera or cameras placed in a protected area at the rear of the vehicle. When the vehicle is put in “drive,” the display in the mirror automatically disappears. The ability to automatically have the display appear through the auto-dimming mirror’s surface is made possible by utilizing proprietary “transflective” coatings developed the Company.

In addition, the Company has developed its own compass technology, which can be sold as a system with the compass heading displayed in the interior auto-dimming mirror. The Gentex compass technology is called Z-Nav^®, as it features a proprietary, digital, tri-axis sensor (transducer) and software. The tri-axis design is similar to compasses used in highly scientific apparatus such as aerospace applications, and can be mounted on any fixed or pivotal location in the vehicle, including inside the mirror housing.

The Company also developed an ALS (Active Light Sensor) technology as a cost-effective, improved-performance, intelligent CMOS light sensor to control the dimming of its rearview mirrors, and the Company began making volume shipments of mirrors incorporating ALS in 2002.

During 2001, the Company developed a new microphone designed specifically for use in the automotive environment for telematics applications. The first volume Gentex microphone application was part of DaimlerChrysler’s “U-Connect^®” telematics system, beginning in 2003. During 2006, the Company’s proprietary integrated hands-free microphone was available as part of an optional navigation package at Ford. Also, the Company is separately shipping its proprietary microphone units that are being incorporated into prismatic interior mirrors at a customer’s request.

Of particular importance to the Company has been the development of its electrochromic technology for use in complete three-mirror systems. In these systems, both the driver- and passenger-side exterior auto-dimming mirrors are controlled by the sensors and electronic circuitry in the interior rearview mirror, and the interior and both exterior mirrors dim simultaneously. The Company’s engineering, research, and development expenses are set forth as a separate line item in the Consolidated Statement of Income of the Company’s Consolidated Financial Statements filed in this report.

Markets and Marketing. In North America, the Company markets its products primarily through a direct sales force. The Company generally supplies auto-dimming mirrors to its customers worldwide under annual blanket purchase orders. The Company currently supplies auto-dimming mirrors to General Motors Corporation, Daimler AG (formerly DaimlerChrysler AG) and Chrysler LLC under long-term agreements, entered into in the ordinary course of business. During 2005, the Company negotiated an extension to its long-term agreement for inside mirrors with General Motors in the ordinary course of the Company’s business. Under the extension, Gentex was sourced virtually all of the interior auto-dimming rearview mirror programs for GM and its worldwide affiliates through August 2009, except for two low-volume models that had previously been awarded to a Gentex competitor under a lifetime contract. The new business included the GMT360 program (which is the mid-size truck/SUV platform that previously did not offer auto-dimming mirrors). During 2008, the Company negotiated another extension to the existing agreement, through August 1, 2012, in the ordinary course of the Company’s business. The Company also negotiated a price reduction for the GM OnStar^® feature in its auto-dimming mirrors, effective January 1, 2005, in connection with GM’s stated plan to make their OnStar system standard across their vehicle models over the next several years.

The Company has a long-term agreement with Daimler AG (formerly DaimlerChrysler AG) entered into in the ordinary course of the Company’s business. Under the agreement, the Company will be sourced virtually all interior and exterior auto-dimming mirror business at Mercedes and Chrysler through December 2009. The Company’s exterior auto-dimming mirror sub-assemblies are supplied by means of sales to exterior mirror suppliers. During 2007, the Company negotiated an extension to its global supply agreement with Chrysler LLC in the ordinary course of the Company’s business. Under the extension, the Company will be sourced virtually all Chrysler interior auto-dimming rearview mirrors through 2015. From publicly available information, the Company does not believe that the Daimler sale of the Chrysler unit will significantly impact the Company’s current business with Chrysler or Mercedes in the near term, but there may be other information of which the Company is not aware.

The Company previously negotiated a multi-sourcing agreement with Ford Motor Company in the ordinary course of the Company’s business. Under the agreement, the Company was sourced all existing interior auto-dimming rearview mirror programs as well as a number of new interior auto-dimming rearview mirror programs during the agreement term which ended on December 31, 2008.

During 1993, the Company established a sales and engineering office in Germany and the following year, the Company formed a German limited liability company, Gentex GmbH, to expand its sales and engineering support activities in Europe. During 1999, the Company established Gentex Mirrors, Ltd., as a sales and engineering office in the United Kingdom. During 2000, the Company established Gentex France, SAS, as a sales and engineering office in France. During 2003, the Company established a satellite office in Munich, Germany, and during 2005, the Company established a satellite office in Sweden. The Company’s marketing efforts in Europe are conducted through Gentex GmbH, Gentex Mirrors, Ltd., and Gentex France SAS. The Company is currently supplying mirrors for Audi, BMW, Bentley, Citroen, Fiat, Ford of Europe, Jaguar, Land Rover, Mercedes-Benz, Opel, Maserati, Peugeot, Porsche, Rolls Royce, SEAT, Skoda, Volkswagen and Volvo in Europe.

In 1991, the Company began shipping electrochromic mirror assemblies for Nissan Motor Co., Ltd. under a reciprocal distribution agreement with Ichikoh Industries, Ltd. (Ichikoh), a major Japanese supplier of automotive products. Under this agreement, Ichikoh marketed the Company’s automatic mirrors to certain Japanese automakers and their subsidiaries with manufacturing facilities in Asia. The arrangement involved very limited technology transfer by the Company and did not include the Company’s proprietary electrochromic gel formulation. The agreement was terminated by mutual agreement in 2001.

During 1993, the Company hired a sales agent to market auto-dimming mirrors to other Japanese automakers beyond Nissan. Subsequently in 1998, the Company established Gentex Japan, Inc., as a sales and engineering office in Nagoya, Japan, to expand its sales and engineering support in Japan. In 2000, the Company signed an agreement with Murakami Corporation, a major Japanese mirror manufacturer, to cooperate in expanding sales of automatic-dimming mirrors using the Gentex electrochromic technology. During 2006, the agreement with Murakami Corporation was terminated and replaced with a Memorandum of Understanding. During 2007, the Company signed a new supplier agreement with Murakami Corporation in the ordinary course of the Company’s business. During 2002, the Company established Gentex Technologies Korea Co., Ltd. as a sales and engineering office in Seoul, Korea. During 2004, the Company established a satellite office in Yokohama, Japan. During 2005, the Company opened a sales and engineering office near Shanghai, China. The Company is currently supplying mirrors for Daewoo/Ssangyong, Chrysler, Ford, GM, Honda, Hyundai, Infiniti, Kia Motors, Lexus, Mazda, Mitsubishi, Nissan, Toyota and Volkswagen/Audi in Asia.

The Company’s auto-dimming mirror unit shipment mix by region has significantly changed over the past nine years. The following is a breakdown of unit shipment mix by region in 2008 vs. 1999 calendar years:

		2008				1999
Domestic			24	%			69	%
Transplants			14	%			1	%
North America			38	%			70	%
Europe			45	%			23	%
Asia-Pacific			17	%			7	%
			100	%			100	%

Revenues by geographic area are disclosed in footnote 8 of the Consolidated Financial Statements.

Historically, new safety and comfort options have entered the original equipment automotive market at relatively low rates on “top of the line” or luxury model automobiles. As the selection rates for the options on the luxury models increase, they generally become available on more models throughout the product line and may become standard equipment. The recent trend of domestic and foreign automakers is to offer several options as a package. As consumer demand increases for a particular option, the mirror tends to be offered on more vehicles and in higher option rate packages. The Company anticipates that its auto-dimming mirrors will be offered as standard equipment, in higher option rate packages, and on more models as consumer awareness of the safety and comfort feature becomes more well-known and acceptance grows.

Since 1998, Gentex Corporation has contracted with MITO Corporation to sell several of its most popular automatic-dimming mirrors directly to consumers in the automotive aftermarket; in addition, the Company currently sells some auto-dimming mirrors to automotive distributors. In 2008, the Company announced that its RCD Mirror is available through MITO Corporation as well. It is management’s belief that these sales have limited potential until the Company achieves a significantly higher penetration of the original equipment manufacturing market.

Competition. Gentex is the leading producer of auto-dimming rearview mirrors in the world and currently is the dominant supplier to the automotive industry with an approximate 83% market share worldwide in 2008 and 2007. While the Company believes it will retain a dominant position, one other U.S. manufacturer (Magna Mirrors) is competing for sales to domestic and foreign vehicle manufacturers and is supplying a number of domestic and foreign vehicle models with its hybrid or solid polymer matrix versions of electrochromic mirrors. In addition, two Japanese manufacturers are currently supplying a few vehicle models in Japan with solid-state electrochromic mirrors.

On October 1, 2002, Magna International acquired Donnelly Corporation, which was the Company’s major competitor for sales of automatic-dimming rearview mirrors to domestic and foreign vehicle manufacturers and their mirror suppliers. The Company also sells certain automatic-dimming rearview mirror sub-assemblies to Magna.

The Company believes its electrochromic automatic mirrors offer significant performance advantages over competing products. However, Gentex recognizes that Magna Mirrors, a competitor and wholly-owned subsidiary of Magna International, is considerably larger than the Company and may present a more formidable competitive threat in the future. To date, the Company is not aware of any significant impact of Magna’s acquisition of Donnelly upon the Company; however, any ultimate significant impact has not yet been determined.

There are numerous other companies in the world conducting research on various technologies, including electrochromics, for controlling light transmission and reflection. Gentex believes that the electrochromic materials and manufacturing process it uses for automotive mirrors remains the most efficient and cost-effective way to produce such products. While automatic-dimming mirrors using other technologies may eliminate glare, the Company believes that each of these technologies have inherent cost or performance limitations.

Fire Protection Products

The Company manufactures approximately 60 different models of smoke alarms and smoke detectors, combined with over 150 different models of signaling appliances. All of the smoke detectors/alarms operate on a photoelectric principle to detect smoke. While the use of photoelectric technology entails greater manufacturing costs, the Company believes that these detectors/alarms are superior in performance to competitive devices that operate through an ionization process, and are preferred in most commercial residential occupancies. Photoelectric detectors/alarms feature low light-level detection, while ionization detectors utilize an ionized atmosphere, the electrical conductivity of which varies with changes in the composition of the atmosphere. Photoelectric detectors/alarms are widely recognized to respond more quickly to slow, smoldering fires, a common form of dwelling unit fire and a frequent cause of fire-related deaths. In addition, photoelectric detectors are less prone to nuisance alarms and do not require the use of radioactive materials necessary for ionization detectors. Photoelectric smoke detectors/alarms are now being required by over a dozen major cities, over a dozen states, as well as regional and national building and fire alarm codes.

The Company’s fire protection products provide the flexibility to be wired as part of multiple-function systems and consequently are generally used in fire detection systems common to large office buildings, hotels, motels, military bases, college dormitories and other commercial establishments. However, the Company also offers single-station alarms for both commercial and residential applications. While the Company does not emphasize the residential market, some of its fire protection products are used in single-family residences that utilize fire protection and security systems. The Company’s detectors emit audible and/or visual signals in the immediate location of the device, and certain models are able to communicate with monitored remote stations.

In 2005, the Company received Underwriters Laboratory (UL) listing on a new series of commercial residential smoke alarms. The Company feels this new product will fit well into new markets and customers. This series of smoke alarms consists of four models and will be electrically powered or electrically powered with battery back-up.

Also in 2005, the Company received UL listing for a new line of speaker strobes for commercial occupancies. This speaker series will meet the requirements found on the national codes.

Markets and Marketing. The Company’s fire protection products are sold directly to fire protection and security product distributors under the Company’s brand name, to electrical wholesale houses, and to original equipment manufacturers of fire protection systems under both the Company’s brand name and private labels. The fire protection and security industries have experienced a significant number of mergers and consolidations during the past few years. The Company markets its fire protection products globally through regional sales managers and manufacturer representative organizations.

Competition. The fire protection products industry is highly competitive in terms of both the smoke detectors and signaling appliance markets. The Company estimates that it competes principally with eleven manufacturers of smoke detection products for commercial use and approximately four manufacturers within the residential market, three of which produce photoelectric smoke detectors. In the signaling appliance markets, the Company estimates it competes with approximately eight manufacturers. While the Company faces significant competition in the sale of smoke detectors and signaling appliances, it believes that the introduction of new products, improvements to its existing products, its diversified product line, and the availability of special features will permit the Company to maintain its competitive position.

Dimmable Aircraft Windows

During 2005, the Company reached an agreement with PPG Aerospace to work together to provide variably dimmable windows for the passenger compartment on the new Boeing 787 Dreamliner series of aircraft. Gentex will ship about 100 windows for the passenger compartment of each 787. The Company believes that the commercially viable market for variably dimmable windows is currently limited to the aerospace industry. The Company began shipping parts for test planes in mid 2007. Boeing, based on the latest information available, now expects the first delivery of the 787 Dreamliner Series of aircraft to occur in early 2010. Delays were due to the impact of the machinists’ strike and fastener replacement work. The Company anticipates that it will begin to deliver our windows to the production line in 2009. During 2008, the Company and PPG Aerospace announced that they will work together to supply dimmable windows to Hawker Beechcraft Corporation for the passenger cabin windows of the 2010 Beechcraft King Air 350i airplane.

The Company’s success with electrochromic technology provides potential opportunities for other commercial applications, which the Company expects to explore in the future when and as the Company feels it is in its best interests to do so. Examples of possible applications of electrochromic technology include windows for the automotive, architectural and aerospace markets. Progress in adapting electrochromic technology to the specialized requirements of the window market continued in 2008. However, we believe that a commercial architectural window product will still require several years of additional engineering and intellectual property development work.

Markets and Marketing. The Company jointly markets and sells its variable dimmable windows to aircraft manufacturers with PPG Aerospace.

Competition. The Company’s variable dimmable aircraft windows are the first commercialized product for original equipment installation in the aircraft industry. Other manufacturers are attempting to develop competing products utilizing other technology in the aircraft industry for aftermarket or original equipment installation.

Trademarks and Patents

The Company owns 19 U.S. trademarks and 306 U.S. patents, 303 of which relate to electrochromic technology, automotive rearview mirrors, microphones, displays and/or sensor technology. These patents expire between 2009 and 2027. The Company believes that these patents provide the Company a significant competitive advantage in the automotive rearview mirror market; however, none of these patents individually is required for the success of the Company’s products.

The Company also owns 44 foreign trademarks and 171 foreign patents, 166 of which relate to electrochromic technology, automotive rearview mirrors, microphones, displays and /or sensor technology. These patents expire at various times between 2009 and 2026. The Company believes that the competitive advantage derived in the relevant foreign markets for these patents is comparable to that experienced in the U.S. market.

The Company owns 11 U.S. patents and 2 foreign patents that relate to the Company’s fire protection products, and the Company believes that the competitive advantage provided by these patents is relatively small.

The Company’s remaining 13 U.S. patents owned by the Company relate to the Company’s variable dimmable windows product, and the Company believes that the competitive advantage provided by these patents is relatively small.

The Company also has in process 141 U.S. patent applications, 325 foreign patent applications, and 19 trademark applications. The Company continuously seeks to improve its core technologies and apply those technologies to new and existing products. As those efforts produce patentable inventions, the Company expects to file appropriate patent applications.

Miscellaneous

The Company considers itself to be engaged in the manufacture and sale of automatic-dimming rearview mirrors and non automatic-dimming rearview mirrors for the automotive industry, fire protection products for the commercial building industry and variable dimmable windows for the aircraft industry. The Company has several important customers within the automotive industry, five of which each account for 10% or more of the Company’s annual sales (includes direct sales to OEM customer and sales through their Tier 1 suppliers): Daimler AG, General Motors Corporation, Toyota Motor Corporation, Volkswagen, and BMW. The loss of any of these customers could have a material adverse effect on the Company. The Company’s backlog of unshipped orders was $114,086,978 and $174,523,802 at February 1, 2009, and 2008, respectively.

At February 1, 2009, the Company had 2,279 full-time employees. None of the Company’s employees are represented by a labor union or other collective bargaining representative. The Company believes that its relations with its employees are good.

(d) Financial Information About Geographic Areas.

See “Markets and Marketing” in Narrative Description of Business (Item 1(c)) and footnote 8 to the Consolidated Financial Statements for certain information regarding geographic areas.

(e) Available Information.

The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, will be made available, free of charge, through the Investor Information section of the Company’s Internet website (http://www.gentex.com) as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. The SEC maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issues that a company files electronically with the SEC.

Item 1A. Risk Factors

Safe Harbor for Forward-Looking Statements. This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s belief, assumptions, current expectations, estimates and projections about the global automotive industry, the economy, the impact of stock option expense, the ability to control and leverage fixed manufacturing overhead costs, unit shipment and revenue growth rates, the ability to control E,R&D and S,G&A expenses, gross margins and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecast,” “hopes”, “likely,” “plans,” “projects,” and “should,” and variations of such words and similar expressions identify forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, expense, likelihood and degree of occurrence. These risks include, without limitation, employment and general economic conditions, worldwide automotive production, the maintenance of the Company’s market share, the ability to achieve purchasing cost reductions, competitive pricing pressures, currency fluctuations, interest rates, equity prices, the financial strength/stability of the Company’s customers (including their Tier 1 suppliers), supply chain disruptions, potential sale of OEM business segments or suppliers, potential customer (including their Tier 1 suppliers) bankruptcies, the mix of products purchased by customers, the ability to continue to make product innovations, the success of certain newer products (e.g. SmartBeam^® and Rear Camera Display Mirror), and other risks identified in the Company’s other filings with the Securities and Exchange Commission. Therefore actual results and outcomes may materially differ from what is expressed or forecasted. Furthermore, the Company undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

The following risk factors, together with all other information provided in this Annual Report on Form 10-K, should be carefully considered.

Automotive Industry. 96% of our net sales are to customers within the automotive industry. The current state of the automotive industry has been well publicized, including the federal government’s loans to certain OEM’s (which require certain conditions be met). While the auto industry has always been cyclical and highly impacted by levels of economic activity, the current environment (global recession, credit crisis, decline in consumer confidence) is unprecedented and is causing increased financial and production stresses evidenced by continuing pricing pressures, lower production levels, consumer preference shift to smaller vehicles due to fuel costs where we have a lower penetration rate and lower content per vehicle, overcapacity, customer and supplier bankruptcies, and commodity material cost increases. If our automotive customers (including their Tier 1 suppliers) experience bankruptcies, work stoppages, strikes, etc., it could disrupt our shipments to these customers, which could adversely affect our sales, margins, profitability and, as a result, our share price. More than ever before, automakers have been experiencing increased volatility and uncertainty in executing planned new programs which have, in some cases, resulted in cancellation or delays of new vehicle platforms, package reconfigurations and inaccurate volume forecasts. This increased volatility and uncertainty has made it more difficult for us to forecast future sales, effectively manage costs and utilize capital, engineering, research and development, and human resource investments.

Key Customers. We have several large customers, including five customers which each account for 10% or more of our annual net sales (includes direct sales to OEM customers and sales through their Tier 1 suppliers): Daimler AG, General Motors Corporation, Toyota Motor Corporation, Volkswagen/Audi and BMW. The loss of all or a substantial portion of the sales to, or decreases in production by, any of these customers (or certain other significant customers) would have a material adverse effect on our sales, margins, profitability and, as a result, our share price. Effective October 1, 2003, General Motors Corporation began including a 30-day escape clause into its contracts in the event its suppliers are not competitive on pricing. Effective January 1, 2004, Ford Motor Company began imposing new contract terms, including the right to terminate a supplier contract for any or no reason.

Pricing Pressures. In addition to price reductions over the life of our long-term agreements, we continue to experience significant pricing pressures from our automotive customers and competitors, which have affected, and which will continue to affect our margins to the extent that we are unable to offset the price reductions with productivity and manufacturing yield improvements, engineering and purchasing cost reductions, and increases in unit sales volume, all of which continue to be a challenge in the current automotive production environment. In addition, financial pressures at certain automakers are resulting in increased cost reduction efforts by them, including requests for additional price reductions, decontenting certain features from vehicles, customer market testing of future business, dual sourcing initiatives and warranty cost-sharing programs, any of which could adversely impact our sales growth, margins, profitability and, as a result, our share price.

Credit Risk. In light of the well publicized financial stresses within the worldwide automotive industry, certain automakers and tier one mirror customers are considering bankruptcy and/or the sale of business segments. Should one or more of our larger customers (including sales through their Tier 1 suppliers) sell their business or declare bankruptcy, it could adversely affect the collection of receivables, our sales, margins, profitability and, as a result, our share price. The current uncertain economic environment continues to cause increased financial pressures and production stresses on our customers, which could impact timely customer payments and ultimately the collectibility of receivables.

Supply Chain Disruptions. Due to the just-in-time supply chains within the automotive industry, a disruption in a supply chain caused by an unrelated supplier due to bankruptcy, work stoppages, strikes, etc. could disrupt our shipments to one or more automaker customers, which could adversely affect our sales, margins, profitability and, as a result, our share price.

Competition. We recognize that Magna Mirrors, our main competitor and a wholly-owned subsidiary of Magna International, is considerably larger than our Company and may present a more formidable competitive threat in the future. Our future growth and success will depend on the ability to compete in our highly competitive markets.

New Technology and Product Development. We continue to invest a significant portion of our annual sales in engineering, research and development projects as set forth in our Consolidated Statement of Income of our Consolidated Financial Statements filed with this report. Should these efforts ultimately prove unsuccessful, our sales, net income and, as a result, our share price will be adversely affected.

Intellectual Property. We believe that our patents and trade secrets provide us with a significant competitive advantage in automotive rearview mirrors. The loss of any significant combination of patents and trade secrets could adversely affect our sales, margins, profitability and, as a result, share price.

Intellectual Property Litigation and Infringement Claims. A successful claim of patent or other intellectual property infringement against us could affect our profitability and growth. If someone claims that our products infringed their intellectual property rights, any resulting litigation could be costly and time consuming and would divert the attention of management and key personnel from other business issues. The complexity of the technology involved in our business and the uncertainty of intellectual property litigation increases these risks. Any of these adverse consequences could potentially have an effect on our business, financial condition and results of operations.

Business Disruptions. Manufacturing of our proprietary products employing electro-optic technology are performed at our five manufacturing facilities in Zeeland, Michigan. Should a catastrophic event occur, our ability to manufacture product, complete existing orders and provide other services would be severely impacted for an undetermined period of time. We have purchased business interruption insurance to address some of these potential costs. Our inability to conduct normal business operations for a period of time may have an adverse impact on our business, financial condition, and results of operations.

Other. Other issues and uncertainties which could adversely impact our sales, margins, profitability and, as a result, our share price include:

	•		The Company has evaluated and is planning to implement a new Enterprise Resource Planning (ERP) System in 2009. While we believe that all necessary system development processes, testing procedures and user training that is planned will be adequate and completed prior to final implementation, there is no guarantee that all system components will function as intended at the date of implementation/conversion. Unanticipated failure(s) could cause delays in our ability to produce or ship its products, process transactions, or otherwise conduct business in its markets, resulting in material financial risk.
	•		Economic conditions have deteriorated in many of the regions in which we do business. Continued adverse worldwide economic conditions, currency exchange rates, war or significant terrorist acts, could each affect worldwide automotive sales and production levels.
	•		Changes in the commodity prices of the materials used in our products. We continue to experience some pressure for select raw material cost increases.
	•		Manufacturing yield issues may negatively impact our margins and profitability.
	•		Our ability to attract or retain key employees to operate our manufacturing facilities and to staff our corporate office. We are dependent on the services of our management team. Losing key members of our management team could adversely affect our operations. We do not maintain key man life insurance on any of our officers or directors.
	•		Uncertain equity markets could negatively impact our financial performance due to an increase in realized losses on the sale of equity investments and/or recognized losses due to an other-than–temporary impairment adjustment on available-for-sale securities (mark to market adjustment).
	•		Our ability to successfully design and execute strategic and operating plans, including continuing to obtain new business.

Antitakeover Provisions. Our articles of incorporation and bylaws, the laws of Michigan, and our Shareholder Protection Rights Plan include provisions which are designed to provide our board of directors with time to consider whether a hostile takeover offer is in our best interest and the best interests of our shareholders. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control. The provisions also could diminish the opportunities for a holder of our common stock to participate in tender offers, including tender offers at a price above the then current price for our common stock. These provisions could also prevent transactions in which our shareholders might otherwise receive a premium for their shares over then current market prices, and may limit the ability of our shareholders to approve transactions that they may deem to be in their best interests.

All of these provisions may have the effect of delaying or preventing a change in control at the company level without action by our shareholders, and therefore, could adversely affect the price of our common stock.

Fluctuations in Market Price. The market price for our common stock has fluctuated, ranging between $19.47 and $6.50 during 2008. The overall market and the price of our common stock may continue to fluctuate. There may be a significant impact on the market price for our common stock due to, among other things:

	•		variations in our anticipated or actual operating results or the results of our competitors;
	•		changes in investors’ or analysts’ perceptions of the risks and conditions of our business and in particular our primary industry;
	•		the size of the public float of our common stock;
	•		market conditions, including the industry in which we operate, and
	•		general economic conditions.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company operates out of five office/manufacturing facilities in Zeeland, Michigan, approximately 25 miles southwest of Grand Rapids, in addition to overseas offices discussed elsewhere herein (see Part 1, Item 1). The office and production facility for the Fire Protection Products Group is a 25,000-square-foot, one-story building leased by the Company since 1978 from related parties (see Part III, Item 13, of this report).

The corporate office and production facility for the Company’s Automotive Products Group is a modern, two-story, 150,000-square-foot building of steel and masonry construction situated on a 40-acre site in a well-kept industrial park. A second 128,000-square-foot office/manufacturing facility on this site was opened during 1996. The Company expanded its automotive production facilities by constructing a third 170,000 square-foot facility on its current site which opened in the second quarter of 2000.

In November 2002, the Company announced plans to expand its manufacturing operations in Zeeland, Michigan, with the construction of a fourth 150,000-square foot automotive mirror manufacturing facility. During 2003, the Company also announced plans for a new 200,000-square foot technical office facility linking the fourth manufacturing facility with its existing corporate office and production facility. The Company completed the construction of its fourth automotive manufacturing facility and the new technical center in 2006 at a total cost of approximately $38 million, which was funded from its cash and cash equivalents on hand during 2004-2006.

The Company also constructed a 40,000 square-foot office, distribution and light manufacturing facility in Erlenbach, Germany, at a cost of approximately $5 million, which was completed at the end of 2003.

During 2006, the Company purchased a 25,000 square foot office, distribution and light manufacturing facility near Shanghai, China, at a cost of approximately $750,000.

In January 2007, the Company announced plans to expand its automotive exterior mirror manufacturing facility in Zeeland, Michigan, with the construction of a 60,000 square-foot building addition. The Company completed the building addition to its automotive exterior mirror manufacturing facility in January 2008 at a cost of approximately $6 million, which was funded from cash and cash equivalents on hand.

The Company’s three automotive interior mirror manufacturing facilities currently have an estimated building capacity to manufacture approximately 20 million mirror units annually, based on the current product mix. The Company evaluates equipment capacity on an annual basis and adds equipment as needed. In 2008, the Company shipped approximately 10,505,000 interior auto-dimming mirrors.

The Company’s expanded automotive exterior mirror manufacturing facility has an estimated building capacity to manufacture approximately 9 million units annually, based on the current product mix. The Company evaluates equipment capacity on an annual basis and adds equipment as needed. In 2008, the Company shipped approximately 3,884,000 exterior auto-dimming mirrors.

Item 3. Legal Proceedings.

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable. The Company does not believe however, that at the current time any of these matters constitute material pending legal proceedings that will have a material adverse effect on the financial position or future results of operations of the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Executive Officers of the Registrant.

The following table lists the names, ages, and positions of all of the Company’s executive officers. Officers are generally elected at the first meeting of the Board of Directors following the annual meeting of shareholders.

NAME			AGE			POSITION		POSITION HELD SINCE
Fred Bauer			66			Chief Executive Officer		May 1986
Enoch Jen			57			Senior Vice President		January 2007
Mark Newton			49			Senior Vice President, Electrical Engineering & Purchasing		June 2008
Dennis Alexejun			57			Vice President, North American Automotive Marketing		September 1998
Steve Dykman			43			Vice President, Finance and Treasurer		January 2007

There are no family relationships among the officers listed in the preceding table.

Except for the executive officers discussed below, all other executive officers have held their current position with the Company for more than five years.

Enoch Jen had previously served as Senior Vice President and Chief Financial Officer since April 2006 and as Vice President, Finance of the Company since February 1991.

Mark Newton had previously served as Vice President, Purchasing and Advanced Technology since July 2007, as Vice President Purchasing and Photonics since July 2006, as Photonics Engineering Manager since July 2005 and joined the Company as Advanced Lighting Developer in August 2004. Prior to that time, Mr. Newton served as Vice President of Unity Microelectronics, Inc. since 2000. Mr. Newton became an executive officer of the Company on January 1, 2008.

Steve Dykman had previously served as Treasurer and Director of Accounting and Finance of the Company since November 2002, as Controller of the Company since April 1995 and joined the Company as Finance and Tax Manager in November 1993.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) The Company’s common stock trades on The Nasdaq Global Select Market^®. As of February 10, 2009, there were 2,439 record-holders of the Company’s common stock. Ranges of high and low sale prices of the Company’s common stock reported through The Nasdaq Global Select Market for the past two fiscal years appear in the following table.

YEAR		QUARTER		HIGH				LOW
2007		First		$	17.92			$	14.86
		Second			21.12				16.23
		Third			22.37				18.78
		Fourth			22.60				16.99
2008		First		$	18.05			$	13.46
		Second			19.47				14.40
		Third			17.76				13.27
		Fourth			14.07				6.50

See item 13 of Part III with respect to “Equity Compensation Plan Summary.”

Stock Performance Graph: The following graph depicts the cumulative total return on the Company’s common stock compared to the cumulative total return on the Nasdaq Composite Index (all U.S. companies) and the Dow Jones U.S. Auto Parts Index (excluding tire and rubber makers). The graph assumes an investment of $100 on the last trading day of 2003, and reinvestment of dividends in all cases.

In August 2003, the Company announced a change in the Company’s cash dividend policy and declared an initial quarterly cash dividend of $0.075 per share payable in October 2003. In August 2004, the Company’s Board of Directors approved an increase on the quarterly dividend rate of $0.085 per share. In August 2005, the Company’s Board of Directors approved a continuing resolution to pay a quarterly dividend of $0.09 per share until the Board takes other action with respect to the payment of dividends. In August 2006, the Company’s Board of Directors approved a continuing resolution to pay a quarterly dividend at an increased rate of $0.095 per share until the Board takes other action with respect to the payment of dividends. In August 2007, the Company’s Board of Directors approved a continuing resolution to pay a quarterly dividend at an increased rate of $0.105 per share until the Board takes other action with respect to the payment of dividends. In August 2008, the Company’s Board of Directors approved a continuing resolution to pay a quarterly dividend at an increased rate of $0.11 per share until the Board takes other action with respect to the payment of dividends. Based on current U.S. income tax laws, the Company intends to continue to pay a quarterly cash dividend and will consider future dividend rate adjustments based on the Company’s profitability, cash flow, liquidity and other business factors.

(b) Not applicable.

(c) On October 8, 2002, the Company announced a share repurchase plan, under which it may purchase up to 8,000,000 shares (post-split) based on a number of factors, including market and business conditions, the market price of the Company’s common stock, anti-dilutive effect on earnings, available cash and other factors that the Company deems appropriate. This share repurchase plan does not have an expiration date. During the quarter ended March 31, 2003, the Company repurchased 830,000 shares (post-split) at a cost of approximately $10,247,000. On July 20, 2005, the Company announced that it had raised the price at which the Company may repurchase shares under the existing plan. During the quarter ended September 30, 2005, the Company repurchased approximately 1,496,000 shares at a cost of approximately $25,215,000. On May 16, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. On August 14, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. During 2006, the Company repurchased approximately 15,206,000 shares at a cost of approximately $226,851,000. During 2007, the Company repurchased approximately 448,000 shares at a cost of approximately $7,328,000. On February 22, 2008, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 4,000,000 shares under the plan. During 2008, the Company repurchased approximately 8,049,000 shares at a cost of approximately $111,260,000. Approximately 1,972,000 shares remain authorized to be repurchased under the plan.

The following is a summary of share repurchase activity during 2008:

										Total Number of				Maximum Number
		Total Number				Average Price				Shares Purchased As of				Shares That May Yet
		Of Shares				Paid Per				Part of a Publicly				Be Purchased Under
Period		Purchased				Share				Announced Plan *				the Plan *
January 2008			84,700			$	15.69				84,700				5,935,847
February 2008			1,326,313				15.62				1,326,313				8,609,534
March 2008			789,739				15.92				789,739				7,819,795
April 2008			—				—				—				7,819,795
May 2008			—				—				—				7,819,795
June 2008			1,203,560				15.82				1,203,560				6,616,235
July 2008			550,015				15.44				550,015				6,066,220
August 2008			1,481,346				15.71				1,481,346				4,584,874
September 2008			487,792				16.26				487,792				4,097,082
October 2008			675,021				8.75				675,021				3,422,061
November 2008			1,450,232				8.28				1,450,232				1,971,829
December 2008			—				—				—				1,971,829
Total			8,048,718			$	13.82				8,048,718

The following is a summary of quarterly share repurchase activity under the plan to date:

		Total Number of
		Shares Purchased				Cost of
Quarter Ended		(Post-Split)				Shares Purchased
March 31, 2003			830,000			$	10,246,810
September 30, 2005			1,496,059				25,214,573
March 31, 2006			2,803,548				47,145,310
June 30, 2006			7,201,081				104,604,414
September 30, 2006			3,968,171				55,614,102
December 31, 2006			1,232,884				19,487,427
March 31, 2007			447,710				7,328,015
March 31, 2008			2,200,752				34,619,490
June 30, 2008			1,203,560				19,043,775
September 30, 2008			2,519,153				39,689,410
December 31, 2008			2,125,253				17,907,128
Total			26,028,171			$	380,900,454

Item 6. Selected Financial Data

		(in thousands, except per share data)
		2008				2007				2006				2005				2004
Net Sales		$	623,800			$	653,933			$	572,267			$	536,484			$	505,666
Net Income			62,088				122,130				108,761				109,528				112,657
Earnings Per Share*		$	0.44			$	0.85			$	0.73			$	0.70			$	0.72
Cash Dividends Declared per Common Share*		$	0.43			$	0.40			$	0.37			$	0.35			$	0.32
Total Assets		$	763,103			$	898,023			$	785,028			$	922,646			$	856,859
Long-Term Debt Outstanding at Year End		$	—			$	—			$	—			$	—			$	—

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment” [SFAS 123(R)] utilizing the modified prospective approach. Prior to the adoption of SFAS 123(R), we accounted for stock option grants under the recognition and measurement principles of APB Opinion No. 25 (Accounting for Stock Issued to Employees) and related interpretations, and accordingly, recognized no compensation expense for stock option grants in net income. Therefore, net income and earnings per share amounts reflect the impact of stock option compensation expense beginning in 2006.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations.

The following table sets forth for the periods indicated certain items from the Company’s Consolidated Statements of Income expressed as a percentage of net sales and the percentage change in the dollar amount of each such item from that in the indicated previous year.

		Percentage of Net Sales												Percentage Change
														2008				2007
		Year Ended December 31,												to				to
		2008				2007				2006				2007				2006
Net Sales			100.0	%			100.0	%			100.0	%			(4.6	%)			14.3	%
Cost of Goods Sold			67.4				65.2				65.2				(1.3	)			14.2
Gross Profit			32.6				34.8				34.8				(10.8	)			14.4
Operating Expenses:
Engineering, Research and Development			8.3				7.8				7.3				2.3				21.4
Selling, General and Administrative			6.8				5.4				5.4				20.2				14.2
Litigation Judgment			—				0.4				—				(100.0	)			100.0
Total Operating Expenses			15.1				13.6				12.7				6.1				22.3
Operating Income			17.5				21.2				22.1				(21.6	)			9.8
Other Income/(Expense)			(2.7	)			6.3				5.7				(140.6	)			25.8
Income Before Provision for Income Taxes			14.8				27.5				27.8				(48.7	)			13.1
Provision for Income Taxes			4.8				8.8				8.8				(47.7	)			14.7
Net Income			10.0	%			18.7	%			19.0	%			(49.2	%)			12.3	%

Results of Operations: 2008 to 2007

Net Sales. Company net sales decreased by $30,133,000, or 5% compared to the prior year. Automotive net sales decreased by 5% on a 5% decrease in auto-dimming mirror shipments, from 15,221,000 to 14,389,000 units, primarily reflecting decreased unit shipments of auto-dimming mirrors to the traditional Big Three automakers, partially offset by increased unit shipments to European and Asian automakers. North American auto-dimming unit shipments decreased by 19%, primarily as a result of significantly lower light vehicle production at the traditional Big Three automakers. Overseas mirror unit shipments increased by 5% during 2008 due to increased penetration of interior and exterior auto-dimming mirrors at certain European and Asian automakers. Net sales of the Company’s fire protection products decreased 7%, primarily due to a weak commercial construction market.

Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 65% to 67%, primarily reflecting the impact of annual automotive customer price reductions and the inability to leverage the Company’s fixed overhead costs, partially offset by purchasing cost reductions and foreign exchange rates. Each factor is estimated to have impacted cost of goods sold by approximately 1-2%.

Operating Expenses. Engineering, research and development expenses increased approximately $1,174,000, but remained at 8% of net sales. Excluding litigation expenses of $104,000 and the litigation judgment accrual reversal of approximately $335,000 in 2008, and excluding litigation expenses of approximately $4,788,000 in 2007, E, R & D expenses increased 13% year over year, primarily due to additional staffing for new electronic product development, including SmartBeam, Rear Camera Display and telematics, and new vehicle programs.

Selling, general and administrative expenses increased 20% and approximately $7,144,000, and increased from 5% to 7% of net sales. Excluding an increase in the allowance for doubtful accounts of $3,800,000 in the fourth quarter of 2008, S, G & A expenses increased by 10% year over year, primarily reflecting the continued expansion of the Company’s overseas sales offices to support the Company’s current and future overseas sales growth. The increase in the allowance for doubtful accounts related to certain financially distressed Tier 1 automotive customers with balances considered uncollectible as of December 31, 2008.

Litigation judgment expense of $2,885,000 during 2007 related to the Company’s litigation with K.W. Muth and Muth Mirror Systems LLC (“Muth”) relating to exterior mirrors with turn signal indicators. On February 15, 2008, the Company entered into a Settlement And Release And Covenants Not To Sue (“Agreement”) with Muth whereby the parties agreed to settle the Court’s judgment against Gentex for damages at a reduced amount of $2,550,000. The adjustment to the original judgment for damages was reflected in our financial results as an adjustment to E, R & D expense in 2008 (see above for more details).

Other Income/(Expense). Investment income decreased $12,177,000 in 2008, primarily due to lower interest rates and decreased year-end mutual fund distribution income. Lower year-end mutual fund distribution income accounted for approximately $5.4 million of the year-over-year decrease.

A non-cash charge for other-than-temporary impairment losses on available-for-sale securities of $17,910,000 was recognized in 2008 due to unrealized losses on equity investments (refer to investment footnote for additional details).

Other-net decreased $27,454,000 in 2008, primarily due to realized losses on the sale of equity investments in 2008 compared to realized gains on the sale of equity investments in 2007.

Taxes. The provision for federal income taxes varied from the statutory rate in 2008 primarily due to the domestic manufacturing deduction and tax exempt interest income.

Net Income. Net income decreased by $60,042,000, or 49% year over year, primarily due to the decrease in total other income (expense) and the reduced operating margin.

Results of Operations: 2007 to 2006

Net Sales. Company net sales increased by $81,666,000, or 14% compared to the prior year. Automotive net sales increased by 15% on a 13% increase in auto-dimming mirror shipments, from 13,427,000 to 15,221,000 units, primarily reflecting increased penetration of interior auto-dimming mirrors with additional electronic content. North American mirror unit shipments increased by 10%, despite a 2% decline in North American automotive industry production levels, primarily due to increased penetration of interior auto-dimming mirrors for certain Big Three automakers as well as Asian transplant automakers. Overseas mirror unit shipments increased by 16% during 2007 due to increased penetration of interior and exterior auto-dimming mirrors at certain European and Asian automakers. Net sales of the Company’s fire protection products were flat.

Cost of Goods Sold. As a percentage of net sales, cost of goods sold remained at 65.2% primarily reflecting purchasing cost reductions, the higher sales level leveraged over the fixed overhead costs and improved manufacturing yields, offset by annual and other automotive customer price reductions. Each factor is estimated to have impacted cost of goods sold by approximately 1-2%.

Operating Expenses. Engineering, research and development expenses increased approximately $8,941,000, and increased from 7% to 8% of net sales. Excluding Muth litigation expense of $4,788,000 and $1,008,000 in 2007 and 2006, respectively, E, R & D expenses increased 13% year over year, primarily due to additional staffing for new electronic product development, including SmartBeam, Rear Camera Display and telematics, and new vehicle programs.

Selling, general and administrative expenses increased approximately $4,398,000, but remained at 5% of net sales. S, G & A expenses increased by 14%, primarily reflecting the continued expansion of the Company’s overseas sales offices to support the Company’s current and future overseas sales growth, partially offset by a reduction in non-income based state taxes.

Litigation judgment expense of $2,885,000 during 2007 related to the Company’s litigation with K.W. Muth and Muth Mirror Systems LLC (“Muth”) relating to exterior mirrors with turn signal indicators. The turn signal feature in exterior mirrors currently represents approximately one percent of our revenues, and the litigation does not involve core Gentex technology. The trial in Wisconsin related to this case occurred during July 2007 and the Court issued its written ruling in December 2007. The Court found that Muth’s U.S. patent No. 6,005,724 is invalid and unenforceable, and that Gentex’s Razor Turn Signal Mirror does not infringe that patent. The Court also denied all but one of Muth’s other motions with prejudice, including its motion for an injunction, and its claims for tortuous interference with its business relationships. The sole point of liability for Gentex was that the Court found that Gentex breached one provision of the alliance agreement it has with Muth, and entered a judgment against Gentex, on January 24, 2008, granting Muth damages in the amount of $2,885,000.

On February 15, 2008, the Company entered into a Settlement And Release And Covenants Not To Sue (“Agreement”) with Muth whereby the parties agreed to settle the Court’s judgment against Gentex for damages at a reduced amount of $2,550,000. In addition, under the Agreement the parties each agreed to: grant the other party a ten-year covenant not to sue for each Company’s core business, to release each other from all claims that occurred in the past, and not appeal the Court’s rulings. This Agreement is subject to Bankruptcy Court approval. The adjustment to the original judgment for damages (the amount of which is set forth in the preceding paragraph) will be reflected in our financial results after the Court approves the Agreement. Due to the immaterial nature of the reduced judgment for damages, the financial statement footnotes do not address this change.

Other Income – Net. Investment income increased $1,773,000 in 2007, primarily due to increased year-end mutual fund distribution income. Other income increased $6,624,000 in 2007, primarily due to realized gains on the sale of equity investments.

Taxes. The provision for federal income taxes varied from the statutory rate in 2007 primarily due to the domestic manufacturing deduction and stock option expense tax benefit.

Net Income. Net income increased by $13,369,000, or 12% year over year, primarily due to increased sales and an increase in other income.

Liquidity and Capital Resources

The Company’s financial condition throughout the periods presented has remained very strong, in spite of deteriorating general economic conditions and conditions in our primary industry.

The Company’s current ratio increased from 7.7 as of December 31, 2007, to 9.2 as of December 31, 2008, primarily as a result of the decrease in accounts payable and accrued liabilities.

Cash flow from operating activities for the year ended December 31, 2008, decreased $28,088,000 to $120,632,000, compared to $148,721,000 for the same period last year, primarily due to decreased net income, accounts payable and accrued liabilities, partially offset by a decrease in accounts receivable and changes in non-cash items. Capital expenditures for the year ended December 31, 2008, decreased to $45,524,000, compared to $54,524,000 for the same period last year, primarily due to the completion of the new building expansion to its automotive exterior mirror manufacturing facility in January 2008 and reduced production equipment purchases during 2008 given current market conditions. The Company currently anticipates capital expenditures of approximately $30-35 million for equipment during 2009, to be financed from existing cash and/or cash equivalents on hand.

Cash and cash equivalents as of December 31, 2008, decreased approximately $23,411,000 compared to December 31, 2007, primarily due to share repurchases and cash dividends paid, partially offset by cash flow from operations.

Accounts receivable as of December 31, 2008, decreased approximately $19,653,000 compared to December 31, 2007, primarily due to lower sales levels. The current uncertain economic environment continues to cause increased financial pressures and production stresses on our customers, which could impact timely customer payments and ultimately the collectibility of receivables.

Inventories as of December 31, 2008, increased approximately $6,944,000 compared to December 31, 2007. The increase was primarily due to longer lead times on certain electronic components in conjunction with last-minute order release reductions by our customers.

Prepaid expenses and other current assets as of December 31, 2008, increased approximately $15,871,000 compared to December 31, 2007, primarily due to an increase in refundable income taxes. The increase in refundable income taxes was primarily due to the computation method for estimated federal income tax payments and refundable income taxes relating to capital loss carry backs on equity investment realized losses.

Long-term investments as of December 31, 2008, decreased approximately $74,035,000 compared to December 31, 2007. The decrease was primarily due to a decrease in unrealized gains in equity investments and impairment losses on available-for-sale securities given current market conditions.

Accounts payable as of December 31, 2008, decreased approximately $10,825,000 compared to December 31, 2007, primarily due to decreased production levels and capital spending.

Accrued liabilities as of December 31, 2008, decreased approximately $8,065,000 compared to December 31, 2007. The decrease was primarily due a decrease in accrued royalties, accrued income taxes (see “prepaid expenses and other current assets” above for additional details), and an accrued liability for litigation judgment in calendar year 2007 (see discussion under “Results of Operations – 2007 to 2006”).

The increase in plant and equipment as of December 31, 2008, compared to December 31, 2007, is primarily due to new manufacturing equipment.

Management considers the Company’s working capital of approximately $407,680,000 and long-term investments of approximately $81,349,000 at December 31, 2008, together with internally generated cash flow and an unsecured $5,000,000 line of credit from a bank, to be sufficient to cover anticipated cash needs for the next year and for the foreseeable future.

On October 8, 2002, the Company announced a share repurchase plan, under which it may purchase up to 8,000,000 shares (post-split) based on a number of factors, including market and business conditions, the market price of the Company’s common stock, anti-dilutive effect on earnings, available cash and other factors that the Company deems appropriate. On July 20, 2005, the Company announced that it had raised the price at which the Company may repurchase shares under the existing plan. On May 16, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. On August 14, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. On February 22, 2008, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 4,000,000 shares under the plan.

The following is a summary of quarterly share repurchase activity under the plan to date:

		Total Number of
		Shares Purchased				Cost of
Quarter Ended		(Post-Split)				Shares Purchased
March 31, 2003			830,000			$	10,246,810
September 30, 2005			1,496,059				25,214,573
March 31, 2006			2,803,548				47,145,310
June 30, 2006			7,201,081				104,604,414
September 30, 2006			3,968,171				55,614,102
December 31, 2006			1,232,884				19,487,427
March 31, 2007			447,710				7,328,015
March 31, 2008			2,200,752				34,619,490
June 30, 2008			1,203,560				19,043,775
September 30, 2008			2,519,153				39,689,410
December 31, 2008			2,125,253				17,907,128
Total			26,028,171			$	380,900,454

1,971,829 shares remain authorized to be repurchased under the plan as of December 31, 2008.

Inflation, Changing Prices and Other

The Company generally supplies auto-dimming mirrors to its customers worldwide under annual blanket purchase orders. During 2005, the Company negotiated an extension to its long-term agreement with General Motors (GM) in the ordinary course of the Company’s business. Under the extension, the Company was sourced virtually all the interior auto-dimming rearview mirrors programs for GM and its worldwide affiliates through August 2009, except for two low-volume models that had previously been awarded to a competitor under a lifetime contract. The new business also included the GMT360 program, which is the mid-size truck/SUV platform that previously did not offer auto-dimming mirrors. The GM programs were transferred to the Company by the 2007 model year. During 2008, the Company negotiated another extension to the existing agreement, through August 1, 2012, in the ordinary course of the Company’s business.

The Company has a long-term agreement with Daimler AG (formerly DaimlerChrysler AG) in the ordinary course of the Company’s business. Under the agreement, the Company will be sourced virtually all interior and exterior auto-dimming mirror business at Mercedes and Chrysler through December 2009. The Company’s exterior auto-dimming mirror sub-assemblies are supplied by means of sales to exterior mirror suppliers. During 2007, the Company negotiated an extension to its global supply agreement with Chrysler LLC in the ordinary course of the Company’s business. Under the extension, the Company will be sourced virtually all Chrysler interior auto-dimming rearview mirrors through 2015. From publicly available information, the Company does not believe that the Daimler sale of the Chrysler unit will significantly impact the Company’s current business with Chrysler or Mercedes in the near term, but there may be other information of which the Company is not aware.

The Company negotiated a multi-sourcing agreement with Ford Motor Company in the ordinary course of the Company’s business. Under the agreement, the Company was sourced all existing interior auto-dimming rearview mirror programs as well as a number of new interior auto-dimming rearview mirror programs during the agreement term which ended on December 31, 2008.

In response to the weakness in the automotive market, the Company eliminated its entire contract workforce, which was followed by the elimination of a third shift near the end of the third quarter of 2008. In addition, the Company offered voluntary layoffs, had a partial plant shutdown the week of the Thanksgiving holiday and had extended plant shutdowns over the Christmas and New Year holidays in response to similar plant shutdowns by its automotive customers.

As automotive production schedules continued to decline, the Company permanently laid off approximately 290 hourly and 70 salaried workers in December 2008, which reduced overhead and operating expenses, bringing them to a level that is more in line with currently expected sales/production levels in the automotive and fire protection industries. The salaried workforce reductions will reduce overhead and operating expenses by approximately $5.5 — 6 million on an annualized basis. Approximately half of the expense reductions will impact the Company’s overhead expenses, and the other half will impact the Company’s operating expenses, primarily in the engineering, research & development areas.

The Company currently estimates that top line revenue will decline approximately 40% in the first quarter of 2009 compared with the same period in 2008 based on our current forecast for light vehicle production levels and product mix. These estimates are based on light vehicle production forecasts in the regions to which the Company ships product, as well as the estimated option rates for its mirrors on prospective vehicle models and anticipated product mix. Uncertainties, including vehicle production levels, extended automotive plant shutdowns, sales rates in North America, Europe and Asia, and the impact of potential automotive customer (including their Tier 1 suppliers) bankruptcies, work stoppages, strikes, etc., which could disrupt our shipments to these customers making forecasting difficult. Due to significant uncertainties with global vehicle production volumes, it is an extremely difficult environment to forecast, and as a result, the Company is not providing revenue estimates beyond the first quarter of 2009 at this time. The Company also estimates that engineering, research and development expenses are currently expected to be slightly down for the first quarter of 2009 compared with the same period in 2008. In addition, the Company estimates that selling, general and administrative expenses are currently expected to be flat for the first quarter of 2009 compared with the same period in 2008.

The Company utilizes the light vehicle production forecasting services of CSM Worldwide, and CSM’s current forecasts for light vehicle production for the first quarter of 2009 are approximately 2.0 million units for North America, 3.8 million for Europe and 2.8 million for Japan and Korea. Current forecasts for light vehicle production for calendar 2009 are approximately 10.0 million units for North America, 17.4 million for Europe and 12.0 million for Japan and Korea.

The Company does not have any significant off-balance sheet arrangements or commitments that have not been recorded in its consolidated financial statements.

Market Risk Disclosure

The Company is subject to market risk exposures of varying correlations and volatilities, including foreign exchange rate risk, interest rate risk and equity price risk.

The Company has some assets, liabilities and operations outside the United States, including a Euro denominated account, which currently are not significant. Because the Company sells its automotive mirrors throughout the world, it could be significantly affected by weak economic conditions in foreign markets that could reduce demand for its products.

Most of the Company’s non-U.S. sales are invoiced and paid in U.S. dollars; during 2008, approximately 13% of the Company’s net sales were invoiced and paid in European euros (compared to 15% for 2007). The Company currently expects that approximately 9% of the Company’s net sales in 2009 will be invoiced and paid in European euros. The Company does not currently engage in hedging activities.

The Company manages interest rate risk and default risk in its fixed-income investment portfolio by investing in shorter-term maturities and investment grade issues. The Company’s fixed-income investments’ maturities at fair value (000,000), and average interest rates are as follows:

																		Total Balance
																		as of December 31,
		2009				2010				2011				2012				2008				2007
U.S. Government
Amount			—				—				—				—				—				—
Average Interest Rate			—				—												—				—
Government Agency
Amount		$	21.5				—				—				—			$	21.5			$	29.0
Average Interest Rate			3	%			—												3	%			5	%
Municipal
Amount			—				—				—				—				—				—
Average Interest Rate*			—				—												—				—
Certificates of Deposit
Amount		$	7.0				—				—				—			$	7.0			$	49.0
Average Interest Rate			4	%			—				—				—				4	%			5	%
Corporate
Amount			—				—				—				—				—			$	0.3
Average Interest Rate			—				—								—				—				7	%
Other
Amount		$	0.7				—				—				—			$	0.7			$	2.0
Average Interest Rate			3	%			—				—				—				3	%			5	%

Most of the Company’s equity investments are managed by a number of outside equity fund managers who invest primarily in large capitalization companies trading on the U.S. stock markets.

Contractual Obligations and Other Commitments

The Company had the following contractual obligations and other commitments (000,000) as of December 31, 2008:

		Total				Less than 1 Year				1-3 Years				After 3 Years
Long-term debt		$	—			$	—			$	—			$	—
Operating leases			.8				.6				.2				—
Purchase obligations*			37.5				37.4				.1				—
Dividends payable			15.1				15.1				—				—
		$	53.4			$	53.1			$	0.3			$	—

Critical Accounting Policies.

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements. The policies described below represent those that are broadly applicable to its operations and involve additional management judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related amounts.

Revenue Recognition. The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements, as amended. Accordingly, revenue is recognized based on the terms of the customer purchase order that indicates title to the product and risk of ownership passes to the customer upon shipment. Sales are shown net of returns, which have not historically been significant. The Company does not generate sales from sale arrangements with multiple deliverables.

Accounts Receivable. The Company estimates its allowances related to receivables on historical credit and collections experience, and the specific identification of other potential problems, including the economic climate. Actual collections can differ, requiring adjustments to the allowances.

Inventories. Estimated inventory allowances for slow-moving and obsolete inventories are based on current assessments of future demands, market conditions and related management initiatives. If market conditions or customer requirements change and are less favorable than those projected by management, inventory allowances are adjusted accordingly.

Investments. The Company’s investment committee regularly reviews its fixed income and equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. Management also considers the type of security, related industry, sector performance, as well as published investment ratings and analyst reports to evaluate its portfolio. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions continue to deteriorate, the Company may incur future impairments.

Self Insurance. The Company is self-insured for health and workers’ compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred, but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data provided by claims administrators. This estimation process is subjective, and to the extent that future actual results differ from original estimates, adjustments to recorded accruals may be necessary.

Stock-Based Compensation. Effective January 1, 2006, the Company accounts for stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R). The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (a) the length of time employees will retain their vested stock options before exercising them (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) the number of options that will ultimately not complete their vesting requirements (“forfeitures”) and (d) expected dividends. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amounts recognized on the consolidated condensed statements of operations.

Item 7. A. Quantitative and Qualitative Disclosures About Market Risk.

See “Market Risk Disclosure” in Management’s Discussion and Analysis (Item 7).

Item 8. Financial Statements and Supplementary Data.

The following financial statements and reports of independent registered public accounting firm are filed with this report as pages 33 through 51 following the signature page:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Shareholders’ Investment for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

Notes to Consolidated Financial Statements

Selected quarterly financial data for the past two years appears in the following table:

		Quarterly Results of Operations
		(in thousands, except per share data)
		First								Second								Third								Fourth
		2008				2007				2008				2007				2008				2007				2008				2007
Net Sales		$	177,970			$	157,206			$	170,492			$	163,480			$	153,057			$	162,525			$	122,281			$	170,723
Gross Profit			62,647				54,579				59,080				57,697				46,697				57,002				34,703				58,420
Operating Income			39,987				33,937				35,790				36,518				23,271				34,637				9,765				33,724
Net Income			30,448				29,498				26,858				30,956				15,147				29,826				(10,365	)			31,850
Earnings Per Share*		$	.21			$	.21			$	.19			$	.22			$	.11			$	.21			$	(.08	)		$	.22

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures.

As of December 31, 2008, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures [(as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)]. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were adequate and effective as of December 31, 2008, to ensure that material information relating to the Company would be made known to them by others within the Company, particularly during the period in which this Form 10-K was being prepared. During the period covered by this annual report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are likely to materially affect the Company’s internal controls over financial reporting. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to December 31, 2008.

Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework our management concluded that our internal control over financial reporting was effective as of December 31, 2008. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included on page 34 hereof.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information relating to executive officers is included in this report in the last section of Part I under the caption “Executive Officers of the Registrant”. Information relating to directors appearing under the caption “Election of Directors” in the definitive Proxy Statement for the 2009 Annual Meeting of Shareholders and filed with the Commission within 120 days after the Company’s fiscal year end, December 31, 2008 (the “Proxy Statement”), is hereby incorporated herein by reference. No changes were made to the procedures by which shareholders may recommend nominees for the Board of Directors. Information concerning compliance with Section 16(a) of the Securities and Exchange Act of 1934 appearing under the caption “Section 16(A) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement is hereby incorporated herein by reference. Information relating to the Company’s Audit Committee and concerning whether at least one member of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K appearing under the caption “Corporate Governance — Audit Committee” in the definitive Proxy Statement is hereby incorporated by reference.

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics for Certain Senior Officers is available without charge, upon written request, from the Corporate Secretary of the Company, 600 N. Centennial Street, Zeeland, Michigan 49464. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethics by posting such information on its website. Information contained in the Company’s website, whether currently posted or posted in the future, is not part of this document or the documents incorporated by reference in this document.

Item 11. Executive Compensation.

The information contained under the caption “Compensation Committee Report”, “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” contained in the definitive Proxy Statement is hereby incorporated herein by reference. The “Compensation Committee Report” shall not be deemed to be soliciting material or to be filed with the commission.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information contained under the captions “Common Stock Ownership of Management”, “Common Stock Ownership of Certain Beneficial Owners”, and “Equity Compensation Plan Summary” contained in the definitive Proxy Statement is hereby incorporated herein by reference. There are no arrangements known to the registrant, the operation of which may at a subsequent date result in a change in control.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information contained under the caption “Certain Transactions” contained in the definitive Proxy Statement is hereby incorporated herein by reference. The information contained under the caption “Election of Directors” contained in the definitive proxy statement is hereby incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information regarding principal accounting fees and services set forth under the caption “Ratification of Appointment of Independent Auditors — Principal Accounting Fees and Services” in the definitive Proxy Statement is hereby incorporated herein by reference. Information concerning the policy adopted by the Audit Committee regarding the pre-approval of audit and non-audit services provided by the Company’s independent auditors set forth under the caption “Corporate Governance — Audit Committee” in the definitive Proxy Statement is hereby incorporated by reference.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)

1. Financial Statements. See Item 8.

	2.		Financial Statements Schedules. None required or not applicable.
	3.		Exhibits. See Exhibit Index located on page 52.

	(b)		See (a) above.
	(c)		See (a) above.

SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 19th day of February, 2009, by the following persons on behalf of the registrant and in the capacities indicated.

Each Director of the registrant whose signature appears below hereby appoints Enoch Jen and Steve Dykman, each of them individually, as his attorney-in-fact to sign in his name and on his behalf, and to file with the Commission any and all amendments to this report on Form 10-K to the same extent and with the same effect as if done personally.

/s/ Fred Bauer   Fred Bauer		Director
/s/ Gary Goode   Gary Goode		Director
/s/ Kenneth La Grand   Kenneth La Grand		Director
/s/ Arlyn Lanting   Arlyn Lanting		Director
/s/ John Mulder   John Mulder		Director
/s/ Rande Somma   Rande Somma		Director
/s/ Fred Sotok   Fred Sotok		Director
/s/ Wallace Tsuha   Wallace Tsuha		Director
/s/ James Wallace   James Wallace		Director

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Gentex Corporation:

We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ investment and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s 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. 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 consolidated financial position of Gentex Corporation and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Gentex Corporation’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Grand Rapids, Michigan
February 18, 2009

Report of Independent Registered Public Accounting Firm
On Internal Control Over Financial Reporting

The Board of Directors and Shareholders of Gentex Corporation:

We have audited Gentex Corporation’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Gentex Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Gentex Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Gentex Corporation as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ investment, and cash flows for each of the three years in the period ended December 31, 2008 of Gentex Corporation and our report dated February 18, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Grand Rapids, Michigan
February 18, 2009

GENTEX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2008 AND 2007

		2008				2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	294,306,512			$	317,717,093
Short-term investments			29,177,273				80,271,688
Accounts receivable			44,528,810				64,181,511
Inventories			54,993,855				48,049,560
Prepaid expenses and other			34,145,509				18,274,096
Total current assets			457,151,959				528,493,948
PLANT AND EQUIPMENT:
Land, buildings and improvements			111,240,060				101,215,484
Machinery and equipment			306,301,187				260,619,845
Construction-in-process			12,807,041				26,331,641
			430,348,288				388,166,970
Less-Accumulated depreciation and amortization			(215,396,569	)			(182,557,299	)
			214,951,719				205,609,671
OTHER ASSETS:
Long-term investments			81,348,942				155,384,009
Patents and other assets, net			9,650,760				8,535,052
			90,999,702				163,919,061
		$	763,103,380			$	898,022,680
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Accounts payable		$	19,706,159			$	30,531,649
Accrued liabilities:
Salaries, wages and vacation			5,001,952				5,149,599
Income taxes			0				3,671,258
Royalties			1,722,138				5,685,468
Dividends declared			15,139,685				15,199,200
Other			7,902,504				8,125,531
Total current liabilities			49,472,438				68,362,705
DEFERRED INCOME TAXES			15,034,620				22,847,779
SHAREHOLDERS’ INVESTMENT:
Preferred stock, no par value, 5,000,000 shares authorized; none issued or outstanding			—				—
Common stock, par value $.06 per share; 200,000,000 shares authorized; 137,633,502 shares issued and outstanding in 2008 and 144,754,288 shares issued and outstanding in 2007			8,258,010				8,685,257
Additional paid-in capital			253,821,363				245,502,960
Retained earnings			434,975,514				530,290,281
Accumulated other comprehensive income:
Unrealized gain on investments			383,426				19,527,380
Cumulative translation adjustment			1,158,009				2,806,318
Total shareholders’ investment			698,596,322				806,812,196
		$	763,103,380			$	898,022,680

The accompanying notes are an integral part of these consolidated financial statements.

GENTEX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

		2008				2007				2006
NET SALES		$	623,799,822			$	653,933,236			$	572,267,073
COST OF GOODS SOLD			420,672,934				426,236,241				373,163,484
Gross profit			203,126,888				227,696,995				199,103,589
OPERATING EXPENSES:
Engineering, research and development			51,888,922				50,715,057				41,773,792
Selling, general and administrative			42,425,050				35,280,846				30,882,821
Litigation judgment			0				2,885,329				0
Total operating expenses			94,313,972				88,881,232				72,656,613
Income from operations			108,812,916				138,815,763				126,446,976
OTHER INCOME (EXPENSE):
Interest and dividend income			13,600,326				25,777,667				24,004,833
Impairment loss on available-for-sale securities			(17,909,901	)			0				0
Other, net			(12,308,480	)			15,145,338				8,521,789
Total other income (expense)			(16,618,055	)			40,923,005				32,526,622
Income before provision for income taxes			92,194,861				179,738,768				158,973,598
PROVISION FOR INCOME TAXES			30,106,914				57,608,747				50,212,596
NET INCOME		$	62,087,947			$	122,130,021			$	108,761,002
EARNINGS PER SHARE:
Basic		$	0.44			$	0.85			$	0.74
Diluted		$	0.44			$	0.85			$	0.73
Cash Dividends Declared per Share		$	0.43			$	0.40			$	0.37

The accompanying notes are an integral part of these consolidated financial statements.

GENTEX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ INVESTMENT

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

																										Accumulated Other				Total
		Common Stock				Common Stock				Additional Paid-In				Comprehensive				Retained				Deferred				Comprehensive				Shareholders’
		Shares				Amount				Capital				Income (Loss)				Earnings				Compensation				Income (Loss)				Investment
BALANCE AS OF DECEMBER 31, 2005			156,043,982			$	9,362,639			$	194,476,306							$	623,301,775			$	(4,847,659	)		$	19,302,314			$	841,595,375
Reclassification of Deferred Compensation upon adopting [SFAS123(R)]			—				—				(4,847,659	)							—				4,847,659				—				—
Issuance of common stock and the tax benefit of stock plan transactions			1,637,883				98,273				18,854,905								—				—				—				18,953,178
Stock-based compensation expense related to stock options, employee stock purchases and restricted stock			—				—				8,481,871								—				—				—				8,481,871
Repurchases of common stock			(15,205,684	)			(912,341	)			(20,063,935	)							(205,874,977	)			—				—				(226,851,253	)
Dividends declared ($.37 per share)			—				—				—								(53,995,400	)			—				—				(53,995,400	)
Comprehensive income:
Net income			—				—				—			$	108,761,002				108,761,002				—				—				108,761,002
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				1,298,088				—				—				—				—
Unrealized gain on investments, net of tax of $2,396,923			—				—				—				4,451,428				—				—				—				—
Other comprehensive income			—				—				—				5,749,516				—				—				5,749,516				5,749,516
Comprehensive income			—				—				—			$	114,510,518				—				—				—				—
BALANCE AS OF DECEMBER 31, 2006			142,476,181				8,548,571				196,901,488								472,192,400				—				25,051,830				702,694,289
Issuance of common stock and the tax benefit of stock plan transactions			2,725,817				163,549				39,925,919								—				—				—				40,089,468
Stock-based compensation expense related to stock options, employee stock purchases and restricted stock			—				—				9,293,394								—				—				—				9,293,394
Repurchases of common stock			(447,710	)			(26,863	)			(617,841	)							(6,683,311	)			—				—				(7,328,015	)
Dividends declared ($.40 per share)			—				—				—								(57,348,829	)			—				—				(57,348,829	)
Comprehensive income:
Net income			—				—				—			$	122,130,021				122,130,021				—				—				122,130,021
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				1,001,276				—				—				—				—
Unrealized gain (loss) on investments, net of tax of ($2,002,756)			—				—				—				(3,719,408	)			—				—				—				—
Other comprehensive income (loss)			—				—				—				(2,718,132	)			—				—				(2,718,132	)			(2,718,132	)
Comprehensive income			—				—				—			$	119,411,889				—				—				—				—
BALANCE AS OF DECEMBER 31, 2007			144,754,288				8,685,257				245,502,960								530,290,281				—				22,333,698				806,812,196
Issuance of common stock and the tax benefit of stock plan transactions			927,932				55,676				11,759,832								—				—				—				11,815,508
Stock-based compensation expense related to stock options, employee stock purchases and restricted stock			—				—				10,217,484								—				—				—				10,217,484
Repurchases of common stock			(8,048,718	)			(482,923	)			(13,658,913	)							(97,117,967	)			—				—				(111,259,803	)
Dividends declared ($.43 per share)			—				—				—								(60,284,747	)			—				—				(60,284,747	)
Comprehensive income:
Net income			—				—				—			$	62,087,947				62,087,947				—				—				62,087,947
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				(1,648,309	)			—				—				—				—
Unrealized gain (loss) on investments, net of tax of ($10,308,288)			—				—				—				(19,143,954	)			—				—				—				—
Other comprehensive income (loss)			—				—				—				(20,792,263	)			—				—				(20,792,263	)			(20,792,263	)
Comprehensive income			—				—				—			$	41,295,684				—				—				—				—
BALANCE AS OF DECEMBER 31, 2008			137,633,502			$	8,258,010			$	253,821,363							$	434,975,514				—			$	1,541,435			$	698,596,322