þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Page(s) | ||||
1 | ||||
Financial Statements |
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2 | ||||
3 | ||||
4-12 | ||||
Supplemental Schedule |
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13 |
Note: | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. | |||||||
EX-23.1 |
1
2010 | 2009 | |||||||
Assets |
||||||||
Investments, at fair value (See Notes 3 and 4) |
$ | 168,612,673 | $ | 140,086,770 | ||||
Receivables |
||||||||
Employers contribution |
20,489 | 14,608 | ||||||
Participants contributions |
28,518 | 21,425 | ||||||
Notes receivable from participants |
3,459,198 | 2,647,071 | ||||||
Total receivables |
3,508,205 | 2,683,104 | ||||||
Total assets |
172,120,878 | 142,769,874 | ||||||
Liabilities |
||||||||
Excess contributions payable to participants |
| 138,622 | ||||||
Net assets reflecting investments at fair value |
172,120,878 | 142,631,252 | ||||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(306,124 | ) | (29,030 | ) | ||||
Net assets available for benefits |
$ | 171,814,754 | $ | 142,602,222 | ||||
2
Additions | ||||
Additions to net assets attributed to: |
||||
Investment income |
||||
Net appreciation in fair value of investments |
$ | 18,351,480 | ||
Dividends |
1,943,016 | |||
Total investment income |
20,294,496 | |||
Interest income on notes receivable from participants |
160,038 | |||
Contributions |
||||
Employers |
5,781,160 | |||
Participants |
11,794,452 | |||
Total contributions |
17,575,612 | |||
Total additions |
38,030,146 | |||
Deductions |
||||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
8,671,281 | |||
Administrative expenses |
146,333 | |||
Total deductions |
8,817,614 | |||
Net increase |
29,212,532 | |||
Net assets available for benefits |
||||
Beginning of year |
142,602,222 | |||
End of year |
$ | 171,814,754 | ||
3
The following description of the Plexus Corp. 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description (SPD) for a more complete description of the Plans provisions. | |||
General | |||
The Plan is a contributory defined contribution plan covering substantially all U.S. employees of Plexus Corp. (Plexus, the Company or the Employer) and affiliated employers, as defined. Employees are allowed to participate the first day of the month coinciding with or following their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. | |||
Contributions | |||
Employee contributions are based on voluntary elections via phone or Internet by the participants, directing the Company to defer a stated amount from the participants compensation. Prior to January 1, 2010, participants could elect to defer up to 50% of their annual compensation. This limit increased to 75% as of January 1, 2010. New hires and rehires on and after January 1, 2007, are subject to automatic enrollment provisions under the Plan. Unless the new hire/rehire waives enrollment, employees were enrolled with a 2.5% deferral election prior to January 1, 2010. As of January 1, 2010, the percentage increased to 3%. | |||
Prior to January 1, 2010, on a per pay period basis, the Company made a matching contribution on behalf of a participant equal to 100% of the first 2.5% of the participants compensation contributed to the Plan. Participants were eligible for the matching contribution the first day of the Plan year quarter coinciding with or following the date in which Plan eligibility requirements were met. As of January 1, 2010, the Company matching contribution increased to 100% of the first 4% of the participants compensation contributed to the Plan. In addition, as of January 1, 2010, participants are eligible for the matching contribution immediately following their date of hire. Contributions are limited by Section 401(k) of the Internal Revenue Code (the IRC). The Plan permits rollover contributions from other qualified plans; however, rollover contributions are not eligible for the Company matching contribution. | |||
Investment Alternatives | |||
Plan participants may direct their entire account balances in partial percentage increments to any of the various investment options offered by the Plan. Company contributions are also invested based upon participant allocation elections. Participants may change their investment options on a daily basis. | |||
Participant Accounts and Allocations | |||
Participant recordkeeping is performed by The Hartford Financial Services Group, Inc. (Hartford). For all investment programs which are mutual funds, Hartford maintains participant balances on a share method. Participant investments in the Plexus Unitized Stock Fund, Fixed Fund and Wells Fargo Stable Value-M Fund are accounted for on a unit value method. Units and unit values for these funds as of December 31, 2010 and 2009 were as follows: |
4
Units | Unit Value | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Plexus Unitized Stock Fund |
2,079,889 | 2,220,869 | $ | 11.86 | $ | 10.96 | ||||||||||
Fixed Fund |
2,305 | 0 | 1.00 | | ||||||||||||
Wells Farge Stable
Value-M Fund |
305,214 | 326,400 | 45.59 | 44.47 |
Each participants account is credited with the participants contributions and allocations of Company contributions and Plan earnings (losses). Allocations of Plan earnings (losses) are based on participant account balances in relation to total fund account balances, as defined by the Plan document. | |||
Vesting and Distributions | |||
Participants immediately vest in all contributions made to the Plan. Participant accounts are distributable in the form of a lump sum payment or substantially equal installments of cash or in whole shares of Company securities as elected by the participant upon retirement, termination of employment, death, disability, financial hardship, or attainment of age 59-1/2. Participant account balances less than $1,000 may be automatically distributed in a lump sum. In addition, participant accounts can be rolled over into an individual retirement account (IRA) or another qualified defined contribution plan. Participant distributions may not be deferred past April 1 of the calendar year following the year in which the participant attains age 70-1/2. Forfeitures of unclaimed distributions are used to reduce Company matching contributions. | |||
Notes Receivable from Participants | |||
Participants may borrow from their accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range up to five years. Loans are collateralized by the balance in the participants account and bear interest at the prime rate plus 1% at the time of loan origination. Principal and interest is paid ratably through regular payroll deductions. | |||
Plan Reimbursement Account | |||
As part of the recordkeeping and administrative service fee arrangement with Hartford, Hartford agrees to reimburse investment fund related revenue received by Hartford relating to the Plan that is in excess of the agreed upon service fee structure. The reimbursement amounts, if any, are paid to the Plan in a Plan Reimbursement Account. Investment fund related revenue received by Hartford typically includes Rule 12b-1 fees and service fees paid by the fund or the funds affiliates. The Plan Reimbursement Account may be used by the Plan to pay direct and necessary expenses of the Plan; these fees are reflected as appreciation in investments. |
Accounting Method | |||
The financial statements of the Plan are prepared under the accrual method of accounting. | |||
As described in the accounting guidance issued by the Financial Accounting Standards Board, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets |
5
available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the accounting guidance, the Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | |||
Use of Estimates | |||
The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | |||
Investment Valuation and Income (Loss) Recognition | |||
The Plans investments are stated at fair value. Fair value is the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for a discussion of fair value measurements. | |||
The Plan presents in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recognized when earned. | |||
Notes Receivable from Participants | |||
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon terms of the Plan document. | |||
Risks and Uncertainties | |||
The Plan provides for various investment options in a combination of different investment securities. The Plans investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits. | |||
Payment of Benefits | |||
Benefits are recorded when paid except for any excess contributions payable to participants, which are recorded as they become payable. | |||
Administrative Expenses | |||
Certain expenses incurred in the administration of the Plan are paid by the Company and are not reflected within these financial statements. |
6
New Accounting Pronouncements | |||
During 2010, the Plan adopted Accounting Standards Update (ASU) 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans. ASU 2010-25 requires defined contribution plans to classify loans to participants as notes receivable from participants. The classification of participant loans as notes receivable acknowledges that participant loans are unique from other investments, and measuring participant loans at their unpaid principal balance plus any accrued but unpaid interest is more meaningful to users of financial statements rather than measuring participant loans at fair value. A reclassification of the 2009 participant loans from investments to notes receivable from participants was made due to the adoption of ASU 2010-25. | |||
Subsequent Events | |||
Subsequent events have been evaluated through the date the financial statements were issued. |
7
The following presents investments that represent 5% or more of the Plans net assets: |
2010 | 2009 | |||||||
Plexus Unitized Stock Fund, 2,079,889 and 2,220,869 units, respectively |
$ | 24,663,737 | $ | 24,348,274 | ||||
Vanguard Institutional Index Fund, 182,676 and 174,352 shares, respectively |
21,009,558 | 17,780,389 | ||||||
Columbia Small Cap Growth II Fund, 1,430,120 and 1,431,146 shares, respectively |
17,347,360 | 13,567,264 | ||||||
American EuroPacific Growth Fund, 417,462 and 428,607 shares, respectively |
17,270,414 | 16,432,804 | ||||||
Wells Fargo Stable Value-M Fund*, 305,214 and 326,400 shares, respectively |
13,914,723 | 14,515,006 | ||||||
Vanguard Total Bond Market Index Fund,
1,123,505 and 772,392 shares, respectively |
11,909,151 | 7,994,262 | ||||||
American Beacon Large Cap Fund, 626,373 and 602,634 shares, respectively |
11,606,692 | 9,895,251 | ||||||
T. Rowe Price Intl. Growth and Income Fund, 651,452 and 458,479 shares, respectively |
8,716,435 | * | * |
* | Investment contract shown at contract value, which is the relevant measurement attribute for fully benefit-responsive investment contracts. | |
** | Represents less than 5% of the Plans net assets for this year. |
During 2010, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $18,351,480, as follows: |
Mutual Funds |
$ | 15,356,437 | ||
Common Stock |
2,647,657 | |||
Collective/Common Trust Funds |
347,386 | |||
$ | 18,351,480 | |||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards establish a fair value hierarchy based on three levels of inputs that may be used to measure fair value. |
8
9
Fair Value Measurements Using Input Levels: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
||||||||||||||||
Growth funds |
$ | 47,995,743 | $ | | $ | | $ | 47,995,743 | ||||||||
Index funds |
32,918,709 | | | 32,918,709 | ||||||||||||
Value funds |
15,375,492 | | | 15,375,492 | ||||||||||||
Other funds |
33,435,840 | | | 33,435,840 | ||||||||||||
Total mutual funds |
129,725,784 | | | 129,725,784 | ||||||||||||
Common stock |
24,663,737 | | | 24,663,737 | ||||||||||||
Collective / Common trust funds |
| 14,223,152 | | 14,223,152 | ||||||||||||
Total investments measured
at fair value |
$ | 154,389,521 | $ | 14,223,152 | $ | | $ | 168,612,673 | ||||||||
Fair Value Measurements Using Input Levels: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
||||||||||||||||
Growth funds |
$ | 40,523,019 | $ | | $ | | $ | 40,523,019 | ||||||||
Index funds |
25,774,651 | | | 25,774,651 | ||||||||||||
Value funds |
12,204,153 | | | 12,204,153 | ||||||||||||
Other funds |
22,692,637 | | | 22,692,637 | ||||||||||||
Total mutual funds |
101,194,460 | | | 101,194,460 | ||||||||||||
Common stock |
24,348,274 | | | 24,348,274 | ||||||||||||
Collective / Common trust funds |
| 14,544,036 | | 14,544,036 | ||||||||||||
Total investments measured
at fair value |
$ | 125,542,734 | $ | 14,544,036 | $ | | $ | 140,086,770 | ||||||||
10
Fair Value Estimated Using Net Asset Value per Share | ||||||||||||||||||||
December 31, 2010 | ||||||||||||||||||||
Other | Redemption | |||||||||||||||||||
Unfunded | Redemption | Redemption | Notice | |||||||||||||||||
Investment | Fair Value* | Commitment | Frequency | Restrictions | Period | |||||||||||||||
Wells Fargo Stable |
||||||||||||||||||||
Value-M Fund** |
$ | 14,220,847 | none | Daily | none | none |
Fair Value Estimated Using Net Asset Value per Share | ||||||||||||||||||||
December 31, 2009 | ||||||||||||||||||||
Other | Redemption | |||||||||||||||||||
Unfunded | Redemption | Redemption | Notice | |||||||||||||||||
Investment | Fair Value* | Commitment | Frequency | Restrictions | Period | |||||||||||||||
Wells Fargo Stable |
||||||||||||||||||||
Value-M Fund** |
$ | 14,544,036 | none | Daily | none | none |
* | The fair value of the investment has been estimated using the net asset value of the investment. | |
** | Investments are in general insurance contracts and security-backed contracts in which each contract issuer specifies specific events which may trigger a market value adjustment. At this time, the investment fund does not believe that the occurrence of any such market value event, which would limit the investment funds ability to transact at contract value with participants, is probable. |
11
12
Identity of Issuer, | ||||||||
Borrower, Lessor | Description | |||||||
or Similar Party | of Investment | Current Value ** | ||||||
* Plexus Unitized Stock Fund |
Common Stock | $ | 24,663,737 | |||||
Vanguard Institutional Index Fund |
Mutual Fund | 21,009,558 | ||||||
Columbia Small Cap Growth II Fund |
Mutual Fund | 17,347,360 | ||||||
American EuroPacific Growth Fund |
Mutual Fund | 17,270,414 | ||||||
Wells Fargo Stable Value-M Fund |
Collective Trust Fund | 13,914,723 | ||||||
Vanguard Total Bond Market Index Fund |
Mutual Fund | 11,909,151 | ||||||
American Beacon Large Cap Value Fund |
Mutual Fund | 11,606,692 | ||||||
T. Rowe Price Intl. Growth and Income Fund |
Mutual Fund | 8,716,435 | ||||||
T. Rowe Price Real Estate Fund |
Mutual Fund | 8,076,225 | ||||||
Lazard Emerging Markets Inst Fund |
Mutual Fund | 7,935,762 | ||||||
MFS Aggressive Growth Allocation Fund |
Mutual Fund | 6,054,656 | ||||||
T. Rowe Price Blue Chip Growth Fund |
Mutual Fund | 5,204,692 | ||||||
MFS Conservative Allocation Fund |
Mutual Fund | 5,019,098 | ||||||
Columbia Small Cap Value I Fund |
Mutual Fund | 3,768,800 | ||||||
MFS Moderate Allocation Fund |
Mutual Fund | 3,688,320 | ||||||
MFS Growth Allocation Fund |
Mutual Fund | 2,118,621 | ||||||
Fixed Fund |
Common Trust Fund | 2,305 | ||||||
$ | 168,306,549 | |||||||
* Participant Loans |
Interest rates ranging from 4.25% to 9.25%; maturity dates ranging from 2011 to 2015 | $ | 3,459,198 | |||||
* | Party-in-interest. | |
** | Related cost information is not required for participant-directed investments. |
13
PLEXUS CORP. 401(k) SAVINGS PLAN | ||||
Date: June 22, 2011 | ||||
/s/ Angelo M. Ninivaggi | ||||
Angelo M. Ninivaggi | ||||
Senior VP, General Counsel, Corporate Compliance Officer & Secretary of Plexus Corp. |
14
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