þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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 | ||||
4-11 | ||||
Supplemental Schedule |
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12 |
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 |
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2009 | 2008 | |||||||
Assets |
||||||||
Investments, at fair value (See Notes 3 and 4) |
$ | 140,086,770 | $ | 100,785,356 | ||||
Participant loans |
2,647,071 | 3,012,608 | ||||||
142,733,841 | 103,797,964 | |||||||
Receivables |
||||||||
Employers contribution |
14,608 | 91,535 | ||||||
Participants contributions |
21,425 | 266,414 | ||||||
Total receivables |
36,033 | 357,949 | ||||||
Total assets |
142,769,874 | 104,155,913 | ||||||
Liabilities |
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Excess contributions payable to participants |
138,622 | 6,167 | ||||||
Net assets reflecting investments at fair value |
142,631,252 | 104,149,746 | ||||||
Adjustment from fair value to contract value for fully benefit-
responsive investment contracts |
(29,030 | ) | 707,708 | |||||
Net assets available for benefits |
$ | 142,602,222 | $ | 104,857,454 | ||||
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Additions |
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Additions to net assets attributed to: |
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Investment income |
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Net appreciation in fair value of investments |
$ | 31,959,082 | ||
Interest and dividends |
1,979,948 | |||
Total investment income |
33,939,030 | |||
Contributions |
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Employers |
2,925,661 | |||
Participants |
9,251,937 | |||
Total contributions |
12,177,598 | |||
Total additions |
46,116,628 | |||
Deductions |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
8,242,755 | |||
Administrative expenses |
129,105 | |||
Total deductions |
8,371,860 | |||
Net increase |
37,744,768 | |||
Net assets available for benefits |
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Beginning of year |
104,857,454 | |||
End of year |
$ | 142,602,222 | ||
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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 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. Participants may elect to defer up to 50% of their annual compensation. 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 are enrolled with a 2.5% deferral election. On a per pay period basis, the Company will make 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 are eligible for the matching contribution the first day of the Plan year quarter coinciding with or following the date in which Plan eligibility requirements are met. 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 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 The Hartford Financial Services Group, Inc. (Hartford), which acquired Sun Life Retirement Services, Inc. as of February 29, 2008. 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, 2009 and 2008, were as follows: |
Units | Unit Value | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Plexus Unitized Stock Fund |
2,220,869 | 2,583,067 | $ | 10.96 | $ | 6.65 | ||||||||||
Fixed Fund |
0 | 30,928 | | 1.00 | ||||||||||||
Wells Farge Stable Value-M Fund |
326,400 | 307,713 | 44.47 | 43.25 |
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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. | ||
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% 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. |
2. | Summary of Significant Accounting Policies | |
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 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. |
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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. | ||
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. | ||
Subsequent Events | ||
Subsequent events have been evaluated through the date the financial statements were issued. |
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3. | Investments | |
The following presents investments that represent 5% or more of the Plans net assets: |
2009 | 2008 | |||||||
Plexus Common Stock, 2,220,869 and
2,583,067 units, respectively |
$ | 24,348,274 | $ | 17,175,845 | ||||
Vanguard Institutional Index Fund, 174,352 and
161,087 shares, respectively |
17,780,389 | 13,296,112 | ||||||
American EuroPacific Growth Fund, 428,607
and 415,686 shares, respectively |
16,432,804 | 11,643,371 | ||||||
Wells Fargo Stable Value-M Fund*, 326,400 and
307,713 shares, respectively |
14,515,006 | 13,308,572 | ||||||
Columbia Small Cap Growth II Fund, 1,431,146
and 1,485,778 shares, respectively |
13,567,264 | 11,232,485 | ||||||
American Beacon Large Cap Fund, 602,634
and 612,845 shares, respectively |
9,895,251 | 8,034,399 | ||||||
Vanguard Total Bond Market Index Fund, 772,392
and 511,016 shares, respectively |
7,994,262 | 5,202,144 |
* | Investment contract shown at contract value, which is the relevant measurement attribute for fully benefit-responsive investment contracts. |
During 2009, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $31,959,082, as follows: |
Mutual Funds |
$ | 21,123,718 | ||
Common Stock |
10,835,364 | |||
$ | 31,959,082 | |||
4. | Fair Value Measurements | |
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. |
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The input levels are: | ||
Level 1: Quoted (observable) market prices in active markets for identical assets or liabilities. | ||
Level 2: Inputs other than Level 1 that are observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. | ||
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. | ||
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | ||
The following is a description of the valuation methodologies used for assets measured at fair value: | ||
Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end. The NAV is a quoted price in an active market. | ||
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded. | ||
Collective/Common trust funds: Valued at the net asset value (NAV) of shares held by the Plan at year end. The NAV of shares is quoted on a private market that is not active; however, the share price is based on underlying investments which are traded on an active market. | ||
Participant loans: Valued at amortized cost, which approximates fair value. | ||
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
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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 trust fund |
14,544,036 | | 14,544,036 | |||||||||||||
Participant loans |
| | 2,647,071 | 2,647,071 | ||||||||||||
Total investments measured at fair value |
$ | 125,542,734 | $ | 14,544,036 | $ | 2,647,071 | $ | 142,733,841 | ||||||||
Fair Value Measurements Using Input Levels: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
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Growth funds |
$ | 30,066,054 | $ | | $ | | $ | 30,066,054 | ||||||||
Index funds |
18,498,256 | 18,498,256 | ||||||||||||||
Value funds |
10,350,204 | 10,350,204 | ||||||||||||||
Other funds |
12,063,205 | 12,063,205 | ||||||||||||||
Total mutual funds |
70,977,719 | 70,977,719 | ||||||||||||||
Common Stock |
17,175,845 | | | 17,175,845 | ||||||||||||
Collective / Common trust funds |
12,631,792 | | 12,631,792 | |||||||||||||
Participant loans |
| | 3,012,608 | 3,012,608 | ||||||||||||
Total investments measured
at fair value |
$ | 88,153,564 | $ | 12,631,792 | $ | 3,012,608 | $ | 103,797,964 | ||||||||
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Level 3 Assets | ||||
Participant Loans | ||||
Balance as of January 1, 2009 |
$ | 3,012,608 | ||
Issuances, repayments and settlements, net |
(365,537 | ) | ||
Balance as of December 31, 2009 |
$ | 2,647,071 | ||
Level 3 Assets | ||||
Participant Loans | ||||
Balance as of January 1, 2008 |
$ | 3,050,345 | ||
Issuances, repayments and settlements, net |
(37,737 | ) | ||
Balance as of December 31, 2008 |
$ | 3,012,608 | ||
5. | Amounts Allocated to Withdrawn Participants | |
Approximately $29,095,000 and $19,537,000 of Plan assets have been allocated to the accounts of persons who are no longer active participants of the Plan as of December 31, 2009 and 2008, respectively, but who have not yet received distributions as of that date. | ||
6. | Tax Status | |
The Internal Revenue Service has determined and informed the Company by a letter dated November 8, 2004, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plans administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
7. | 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. | ||
8. | Related-Party Transactions | |
Certain Plan investments represent shares of funds managed by MFS Heritage Trust Company (the trustee of the Plan prior to April 1, 2008), Employer securities, and participant loans. Transactions |
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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. |
9. | Reclassification | |
Certain amounts in the prior years financial statements have been reclassified to conform to the presentation of information for the year ended December 31, 2009. |
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Identity of Issuer, | ||||||||
Borrower, Lessor | Description | |||||||
or Similar Party | of Investment | Current Value ** | ||||||
* Plexus Common Stock |
Common Stock | $ | 24,348,274 | |||||
Vanguard Institutional Index Fund |
Mutual Fund | 17,780,389 | ||||||
American EuroPacific Growth Fund |
Mutual Fund | 16,432,804 | ||||||
Wells Fargo Stable Value-M Fund |
Collective Trust Fund | 14,515,006 | ||||||
Columbia Small Cap Growth II Fund |
Mutual Fund | 13,567,264 | ||||||
American Beacon Large Cap Value Fund |
Mutual Fund | 9,895,251 | ||||||
Vanguard Total Bond Market Index Fund |
Mutual Fund | 7,994,262 | ||||||
T. Rowe Price Intl. Growth and Income Fund |
Mutual Fund | 5,675,976 | ||||||
Lazard Emerging Markets Inst Fund |
Mutual Fund | 5,272,651 | ||||||
* MFS Aggressive Growth Allocation Fund |
Mutual Fund | 5,010,494 | ||||||
T. Rowe Price Real Estate Fund |
Mutual Fund | 4,931,874 | ||||||
* MFS Conservative Allocation Fund |
Mutual Fund | 3,932,492 | ||||||
T. Rowe Price Blue Chip Growth Fund |
Mutual Fund | 3,919,590 | ||||||
* MFS Moderate Allocation Fund |
Mutual Fund | 2,879,643 | ||||||
Columbia Small Cap Value I Fund |
Mutual Fund | 2,308,902 | ||||||
* MFS Growth Allocation Fund |
Mutual Fund | 1,592,868 | ||||||
$ | 140,057,740 | |||||||
* Participant Loans |
Interest rates ranging from 4.25% to 9.25%; maturity dates ranging from 2010 to 2014 | $ | 2,647,071 | |||||
* | Party-in-interest | |
** | Related cost information is not required for participant-directed investments. |
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Date: June 18, 2010 |
PLEXUS CORP. 401(k) SAVINGS PLAN |
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/s/ Angelo M. Ninivaggi | ||||
Angelo M. Ninivaggi | ||||
VP General Counsel & Secretary | ||||
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