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
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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
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Total receivables 293,980 371,383
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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
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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
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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
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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
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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
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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
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* 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