11-K 1 c77898e11vk.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINTGON, D.C. 20549 FORM 11 -- K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended....................December 31, 2002.................. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from..............................to.................. Commission file number...........000-14824............[Plexus Corp.] A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PLEXUS CORP. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PLEXUS CORP. 55 JEWELERS PARK DRIVE NEENAH, WI 54956 PLEXUS CORP. 401(K) SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS ------------------------------------------------------------------------------- PAGE(s) REPORT OF INDEPENDENT ACCOUNTANTS 1 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2002 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULES Schedule I: Schedule of Assets (Held at End of Year) as of December 31, 2002 8 Note: Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Plexus Corp. 401(k) Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Plexus Corp. 401(k) Savings Plan (the "Plan") as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP June 16, 2003 1 PLEXUS CORP. 401(K) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 AND 2001 -------------------------------------------------------------------------------- 2002 2001
Assets Investments (See Note 3) $ 54,622,457 $ 84,660,171 Participant loans 2,493,835 3,010,849 Receivables: Employer's contribution 76,547 93,180 Participants' contributions 217,433 278,203 ------------- ------------- Total receivables 293,980 371,383 ------------- ------------- Net assets available for benefits $ 57,410,272 $ 88,042,403 ============= =============
The accompanying notes are an integral part of these financial statements. 2 PLEXUS CORP. 401(K) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2002 -------------------------------------------------------------------------------
Additions Additions to net assets attributed to: Investment (loss) income: Net depreciation in fair value of investments $(33,855,616) Interest and dividends 1,057,797 ------------ (32,797,819) ------------ Contributions: Participants' 7,467,156 Employer's 2,247,249 ------------ 9,714,405 ------------ Total additions (net deductions) (23,083,414) Deductions Deductions from net assets attributed to: Benefits paid to participants 8,111,858 Administrative expenses 32,449 ------------ Total deductions 8,144,307 ------------ Net decrease before plan transfers (31,227,721) Transfer from other plan 595,590 ------------ Net decrease (30,632,131) Net assets available for benefits: Beginning of year 88,042,403 ------------ End of year $ 57,410,272 ------------
The accompanying notes are an integral part of these financial statements. 3 PLEXUS CORP. 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Plexus Corp. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan, originally effective January 1, 1989 and amended and restated effective March 1, 2000, is a contributory defined contribution plan covering substantially all employees of Plexus Corp. (the "Company") and affiliated employers, as defined, who have completed 90 days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On January 1, 2002, the Qtron, Inc. 401(k) Profit Sharing Plan merged into the Plan. In connection with the merger, net assets totalling $595,590, representing the account balances of former participants of the Qtron, Inc. 401(k) Profit Sharing Plan, were transferred to the Plan in January 2002. The Plan was amended on January 1, 2002 to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 and certain other requirements under the Internal Revenue Code. CONTRIBUTIONS Employee pre-tax contributions are based on voluntary elections via phone or internet by the participants, directing the Company to defer a stated amount from the participant's compensation. Participants may elect to defer up to 18% of their annual compensation. The Company will make a matching contribution on behalf of a participant equal to 100% of the first 2.5% of the participant's compensation contributed to the Plan for participants who have completed one year of service. Contributions are limited by Section 401(k) of the Internal Revenue Code. INVESTMENT ALTERNATIVES Plan participants may direct their entire account balances in 1% increments to any of the various investment options offered by the Plan. Participants may change their investment options on a daily basis. PARTICIPANT ACCOUNTS AND ALLOCATIONS Participant recordkeeping is performed by MFS Retirement Services, Inc. ("MFS"). For all investment programs which are mutual funds, MFS maintains participant balances on a share method. Participant investments in the Plexus Unitized Stock Fund, Conservative Portfolio Option, Moderate Portfolio Option, Aggressive Portfolio Option, and MFS Fixed Fund are accounted for on a unit value method. Units and unit values for these funds as of December 31, 2002 and 2001 were as follows:
UNITS UNIT VALUE DECEMBER 31, DECEMBER 31, ----------------------- ----------------------- 2002 2001 2002 2001 ---------- --------- --------- -------- Plexus Unitized Stock Fund 3,304,143 3,391,372 $ 3.43 $ 9.80 Conservative Portfolio Option 124,056 76,942 9.45 9.89 Moderate Portfolio Option 157,975 98,710 7.25 8.72 Aggressive Portfolio Option 321,052 212,744 4.93 7.24 MFS Fixed Fund 6,965,352 8,609,236 1.00 1.00
4 PLEXUS CORP. 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 -------------------------------------------------------------------------------- Each participant's account is credited with the participant's 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 $5,000 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. PARTICIPANT LOANS 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 percent of their vested account balance. Loan terms range up to five years. Loans are secured by the balance in the participant's account and bear interest at the prime rate plus one percent. Principal and interest is paid ratably through regular payroll deductions. 2. SUMMARY OF ACCOUNTING POLICIES ACCOUNTING METHOD The financial statements of the Plan are prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of 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 RECOGNITION The Plan's investments are stated at fair value. The share value of mutual funds is based on quoted market prices on the last business day of the plan year. The unit value of unitized funds and common trust funds is computed daily based on share price, dividend information and the value of the fund's short-term investments. Participant loans are stated at cost, which approximates fair value. 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. 5 PLEXUS CORP. 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 -------------------------------------------------------------------------------- RISKS AND UNCERTAINTIES The Plan's 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. ADMINISTRATIVE EXPENSES Certain expenses incurred in the administration of the Plan are paid by the Company and are not reflected within these financial statements. 3. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets:
2002 2001 Plexus Corp. Common Stock, 1,230,759 and 1,209,726 shares, respectively $ 10,806,064 $ 32,130,322 MFS Capital Opportunities Fund, 712,203 and 636,835 shares, respectively 6,651,973 8,552,700 Munder Index 500 Fund, 322,337 and 287,979 shares, respectively 5,911,667 6,897,086 MFS Value Fund, 333,231 and 294,242 shares, respectively 5,504,974 5,714,175 MFS Mid Cap Growth Fund, 703,317 and 600,709 shares, respectively 3,980,772 6,583,769 MFS New Discovery Fund, 359,887 and 273,935 shares, respectively 4,113,507 4,708,936 MFS Fixed Fund, 6,965,352 and 8,609,236 units, respectively 6,965,352 8,609,236 American Europacific Growth Fund, 177,495 and 162,628 shares, respectively 4,077,054 4,369,813
6 PLEXUS CORP. 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 -------------------------------------------------------------------------------- During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $(33,855,616), as follows: Mutual funds $ (12,751,752) Common stock (21,103,864) -------------- $ (33,855,616) --------------
4. AMOUNTS ALLOCATED TO WITHDRAWN PARTICIPANTS Approximately $7,492,151 and $6,640,836 of plan assets have been allocated to the accounts of persons who are no longer active participants of the Plan as of December 31, 2002 and 2001, respectively, but who have not yet received distributions as of that date. 5. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated May 6, 1998, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter, and the Company is in the process of requesting a new letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 7. RELATED PARTY TRANSACTIONS Certain plan investments represent shares of funds managed by MFS Heritage Trust Company, the trustee of the Plan, employer securities and participant loans. Transactions involving these investments are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. 8. SUBSEQUENT EVENT Effective January 1, 2003, the MCMS Retirement Plan was merged into the Plan. In connection with the merger, net assets approximating $7,000,000, representing the account balances of former participants of the MCMS Retirement Plan, were transferred to the Plan on that date. 7 PLEXUS CORP. 401(K) SAVINGS PLAN FORM 5500, SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2002 --------------------------------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, LESSOR CURRENT OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE * Plexus Corp. Common Stock Common Stock $ 10,806,064 * MFS Money Market Fund Mutual Fund 537,947 * MFS Capital Opportunities Fund Mutual Fund 6,651,973 * MFS Mid Cap Growth Fund Mutual Fund 3,980,772 * MFS Value Fund Mutual Fund 5,504,974 * MFS New Discovery Fund Mutual Fund 4,113,507 * MFS Fixed Fund Common Trust Fund 6,965,352 American EuroPacific Growth Fund Mutual Fund 4,077,054 Janus Aspen Worldwide Fund Mutual Fund 1,706,534 Munder Index 500 Fund Mutual Fund 5,911,667 Dreyfus Premier Technology Fund Mutual Fund 769,326 American Balanced Fund Mutual Fund 1,426,798 Calvert Income Fund Mutual Fund 2,170,489 ----------------- $ 54,622,457 ----------------- * Participant Loans Interest rates ranging from 5.25% to 10.50%; maturity dates ranging from 2003 to 2011 $ 2,493,835 -----------------
* Party-in-interest. See Report of Independent Accountants. 8 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PLEXUS CORP. 401(k) SAVINGS PLAN Date: June 27, 2003 /s/ Jos. D. Kaufman ------------------------------------------------- Joseph D. Kaufman Plexus Corp 401(k) Savings Plan Fiduciary Committee Member 9