UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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, 2003...................
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 REGISTERED PUBLIC ACCOUNTING FIRM....................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
as of December 31, 2003 and 2002.........................................2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2003.....................................3
Notes to Financial Statements...........................................4--7
SUPPLEMENTAL SCHEDULES
Schedule I: Schedule of Assets (Held at End of Year)
as of December 31, 2003..................................................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 REGISTERED PUBLIC ACCOUNTING FIRM
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, 2003 and
2002, and the changes in net assets available for benefits for the year ended
December 31, 2003, 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 the standards of the Public
Company Accounting Oversight Board (United States) and auditing standards
generally accepted in the United States of America. 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, 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.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 11, 2004
1
PLEXUS CORP. 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
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2003 2002
ASSETS
Investments (See Note 3) $ 81,747,208 $ 54,622,457
Participant loans 2,048,345 2,493,835
------------ ------------
83,795,553 57,116,292
Receivables
Employer's contribution 82,622 76,547
Participants' contributions 233,285 217,433
------------ ------------
Total receivables 315,907 293,980
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 84,111,460 $ 57,410,272
============ ============
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
YEAR ENDED DECEMBER 31, 2003
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ADDITIONS
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments $ 21,644,957
Interest and dividends 1,032,549
------------
22,677,506
------------
Contributions
Participants' 7,109,482
Employer's 1,982,837
------------
9,092,319
------------
Total additions 31,769,825
DEDUCTIONS
Deductions from net assets attributed to
Benefits paid to participants 12,003,724
Administrative expenses 32,662
------------
Total deductions 12,036,386
------------
Net increase before plan transfers (see Note 8) 19,733,439
Transfer from other plan 6,967,749
------------
Net increase 26,701,188
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 57,410,272
------------
End of year $ 84,111,460
============
The accompanying notes are an integral part of these financial statements.
3
PLEXUS CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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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" or
the "Employer") 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"), as amended.
MERGER
Effective January 1, 2003, the MCMS Retirement Plan was merged into the
Plan. In connection with the merger, assets of $6,967,749, representing
the account balances of former participants of the MCMS Retirement Plan,
were transferred to the Plan on that date.
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 (the "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.
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 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, 2003 and 2002 were as follows:
UNITS UNIT VALUE
DECEMBER 31, DECEMBER 31,
2003 2002 2003 2002
Plexus Unitized Stock Fund 3,066,519 3,304,143 $ 6.56 $ 3.43
Conservative Portfolio Option - 124,056 - 9.45
Moderate Portfolio Option - 157,975 - 7.25
Aggressive Portfolio Option - 321,052 - 4.93
MFS Fixed Fund 6,207,087 6,965,352 1.00 1.00
4
PLEXUS CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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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. Loan terms
can be extended for the purchase of a primary residence. Loans are
collateralized by the balance in the participant's account and bear
interest at the prime rate plus one percent at the time of loan
origination. Principal and interest is paid ratably through regular
payroll deductions.
2. SUMMARY OF SIGNIFICANT 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 and the value of Plexus Corp. common stock 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, 2003 AND 2002
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RISKS AND UNCERTAINTIES
The Plan provides for various investment options in a combination of
different investment securities. 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:
2003 2002
Plexus Corp. Common Stock, 3,066,519 and
1,230,759 shares, respectively $ 20,113,297 $ 10,806,064
MFS Capital Opportunities Fund, 654,056 and
712,203 shares, respectively 7,783,267 6,651,973
Munder Index 500 Fund, 418,599 and 322,337
shares, respectively 9,711,499 5,911,667
MFS Value Fund, 299,869 and 333,231
shares, respectively 6,099,327 5,504,974
MFS Mid Cap Growth Fund, 719,811 and
703,317 shares, respectively 5,621,723 3,980,772
MFS New Discovery Fund, 396,126 and
359,887 shares, respectively 6,080,534 4,113,507
MFS Fixed Fund, 6,207,087 and
6,965,352 units, respectively 6,207,087 6,965,352
American Europacific Growth Fund, 188,775
and 177,495 shares, respectively 5,702,903 4,077,054
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $21,644,957, as follows:
Mutual funds $ 11,580,306
Common stock 10,064,651
------------
$ 21,644,957
============
6
PLEXUS CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
4. AMOUNTS ALLOCATED TO WITHDRAWN PARTICIPANTS
Approximately $16,072,276 and $7,492,151 of plan assets have been
allocated to the accounts of persons who are no longer active
participants of the Plan as of December 31, 2003 and 2002, 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 Code. 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 Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
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.
7
PLEXUS CORP. 401(K) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003 SCHEDULE I
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IDENTITY OF ISSUER,
BORROWER, LESSOR CURRENT
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE**
* Plexus Corp. Common Stock Common Stock $ 20,113,297
* MFS Money Market Fund Mutual Fund 55,012
* MFS Capital Opportunities Fund Mutual Fund 7,783,267
* MFS Mid Cap Growth Fund Mutual Fund 5,621,723
* MFS Value Fund Mutual Fund 6,099,327
* MFS New Discovery Fund Mutual Fund 6,080,534
* MFS Fixed Fund Common Trust Fund 6,207,087
American EuroPacific Growth Fund Mutual Fund 5,702,903
Janus Aspen Worldwide Fund Mutual Fund 1,716,129
Munder Index 500 Fund Mutual Fund 9,711,499
Dreyfus Premier Technology Fund Mutual Fund 1,860,792
American Balanced Fund Mutual Fund 2,756,692
Calvert Income Fund Mutual Fund 2,597,419
* MFS Conservative Allocation Fund Mutual Fund 1,128,499
* MFS Moderate Allocation Fund Mutual Fund 1,679,086
* MFS Aggressive Growth Allocation Fund Mutual Fund 2,633,942
------------
$ 81,747,208
============
* Participant Loans Interest rates ranging from 5.0%
to 11.5%; maturity dates ranging
from 2004 to 2008 $ 2,048,345
============
* Party-in-interest.
** Related cost information is not required for participant-directed
investments.
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 28, 2004
/s/ Jos. D. Kaufman
-------------------------------------
Joseph D. Kaufman
Employee Stock Savings Plan Fiduciary
Committee Member