e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
11K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
file number 001-14423
[Plexus Corp.]
A. |
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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. |
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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
Financial Statements and Supplemental Schedule
December 31, 2008 and 2007
Plexus Corp.
401(k) Savings Plan
Index to Financial Statements
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1 |
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Financial Statements |
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2 |
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3 |
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4-9 |
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Supplemental Schedule |
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10 |
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Note: |
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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. |
Report of Independent Registered Public Accounting Firm
Plan Administrator
Plexus Corp. 401(k) Savings Plan
Neenah, Wisconsin
We have audited the accompanying statements of net assets available for benefits of Plexus Corp.
401(k) Savings Plan as of December 31, 2008 and 2007, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2008. These financial statements are
the responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of Plexus Corp. 401(k) Savings Plan as of December
31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December
31, 2008, in conformity with accounting principles generally accepted in the United States.
Our audits were performed 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) as of December 31,
2008, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. 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.
Wipfli LLP
June 8, 2009
Green Bay, Wisconsin
1
Plexus Corp. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
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2008 |
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2007 |
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Assets |
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Investments, at fair value (See Notes 3 and 4) |
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$ |
100,785,356 |
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$ |
140,877,517 |
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Participant loans |
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3,012,608 |
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3,050,345 |
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103,797,964 |
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143,927,862 |
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Receivables |
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Employers contribution |
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91,535 |
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92,161 |
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Participants contributions |
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266,414 |
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316,543 |
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Total receivables |
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357,949 |
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408,704 |
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Total assets |
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104,155,913 |
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144,336,566 |
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Liabilities |
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Excess contributions payable to participants |
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6,167 |
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160,072 |
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Net assets reflecting investments at fair value |
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104,149,746 |
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144,176,494 |
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Adjustment from fair value to contract value for fully benefit-
responsive investment contracts |
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707,708 |
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95,621 |
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Net assets available for benefits |
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$ |
104,857,454 |
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$ |
144,272,115 |
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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, 2008
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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 depreciation in fair value of investments |
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$ |
(50,725,011 |
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Interest and dividends |
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3,480,111 |
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Total investment income (loss) |
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(47,244,900 |
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Contributions |
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Employers |
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2,960,911 |
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Participants |
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10,483,861 |
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Total contributions |
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13,444,772 |
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Total additions (subtractions) |
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(33,800,128 |
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Deductions |
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Deductions from net assets attributed to |
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Benefits paid to participants |
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5,466,527 |
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Administrative expenses |
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148,006 |
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Total deductions |
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5,614,533 |
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Net increase (decrease) |
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(39,414,661 |
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Net assets available for benefits |
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Beginning of year |
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144,272,115 |
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End of year |
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$ |
104,857,454 |
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The accompanying notes are an integral part of these financial statements.
3
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
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 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 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).
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, 2008 and 2007, were as follows:
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Units |
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Unit Value |
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December 31, |
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December 31, |
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2008 |
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2007 |
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2008 |
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2007 |
Plexus Unitized Stock Fund |
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2,583,067 |
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2,387,009 |
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$ |
6.65 |
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$ |
9.98 |
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Fixed Fund |
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30,928 |
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9,760,450 |
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1.00 |
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1.00 |
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Wells Fargo Stable Value-M Fund |
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307,713 |
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43.25 |
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4
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
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
In order to facilitate additional fee transparency at the Plan level and ensure the
reasonability of Plan fees, effective July 1, 2007, Plexus, as Plan sponsor, renegotiated its
recordkeeping and administrative service fee arrangement with Hartford. As part of the
revised agreement, Hartford agreed 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. Prior to July 1, 2007,
these fees were being charged as Rule 12b-1 fees at the fund level and therefore were not
able to be classified as administrative expenses on the financial statements. Subsequent to
July 1, 2007, these fees are reflected as appreciation in investments.
2. |
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Summary of Significant Accounting Policies |
Accounting Method
The financial statements of the Plan are prepared under the accrual method of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans (the FSP), 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 FSP, 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
5
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
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 to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. See Note 4 for 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.
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
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
3. |
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Investments |
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The following presents investments that represent 5% or more of the Plans net assets: |
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2008 |
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2007 |
Plexus Common Stock, 2,583,067 and
2,387,009 units, respectively |
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$ |
17,175,845 |
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$ |
23,830,939 |
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Wells Fargo Stable Value-M Fund*, 307,713 and
0 shares, respectively |
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13,308,572 |
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Vanguard Institutional Index Fund, 161,087 and
0 shares, respectively |
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13,296,112 |
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American Europacific Growth Fund, 415,686
and 432,376 shares, respectively |
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11,643,371 |
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21,994,952 |
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Columbia Small Cap Growth II Fund, 1,485,778
and 1,586,280 shares, respectively |
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11,232,485 |
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20,272,652 |
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American Beacon Large Cap Fund, 612,845
and 580,362 shares, respectively |
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8,034,399 |
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12,994,297 |
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Fixed Fund*, 30,928 and 9,760,450
units, respectively |
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30,928 |
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9,760,450 |
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Columbia Large Cap Enhanced Core Fund,
0 and 1,494,378 shares, respectively |
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21,294,884 |
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* |
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Investment contract shown at contract value, which is the relevant measurement attribute
for fully benefit-responsive investment contracts. |
During 2008, the Plans investments (including gains and losses on investments bought and
sold, as well as held during the year) depreciated in value by $(50,725,011), as follows:
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Mutual funds |
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$ |
(43,308,963 |
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Common stock |
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(7,416,048 |
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Collective / Common trust fund |
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$ |
(50,725,011 |
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4. |
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Fair Value Measurements |
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On January 1, 2008, the Plan adopted Financial Accounting Standards Board Statement No. 157,
Fair Value Measurements (SFAS No. 157), and subsequently adopted certain related
Financial Accounting Standards Board Staff Positions. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and enhances disclosures about 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.
SFAS No. 157 establishes a fair value hierarchy based on three levels of inputs that may be
used to measure fair value. |
7
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
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.
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.
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.
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.
The following table lists the fair values of investments as of December 31, 2008:
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Fair Value Measurements Using Input Levels: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
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$ |
70,977,719 |
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$ |
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$ |
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$ |
70,977,719 |
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Common Stock |
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17,175,845 |
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17,175,845 |
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Collective / Common trust funds |
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12,631,792 |
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12,631,792 |
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Participant loans |
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3,012,608 |
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3,012,608 |
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Total investments measured at fair value |
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$ |
88,153,564 |
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$ |
12,631,792 |
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$ |
3,012,608 |
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$ |
103,797,964 |
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8
Plexus Corp. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
The following table sets forth a summary of changes in the fair value of the Plans Level 3
assets for the year ended December 31, 2008:
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Level 3 Assets |
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Participant |
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Loans |
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Balance as of January 1, 2008 |
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$ |
3,050,345 |
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Issuances, repayments and settlements, net |
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(37,737 |
) |
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Balance as of December 31, 2008 |
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|
3,012,608 |
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5. |
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Amounts Allocated to Withdrawn Participants |
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Approximately $19,537,000 and $29,924,000 of Plan assets have been allocated to the accounts
of persons who are no longer active participants of the Plan as of December 31, 2008 and
2007, respectively, but who have not yet received distributions as of that date. |
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6. |
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Tax Status |
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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. |
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7. |
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Plan Termination |
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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. |
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8. |
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Related-Party Transactions |
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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 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. |
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9. |
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Reclassification |
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Certain amounts in the prior years financial statements have been reclassified to conform to
the presentation of information for the year ended December 31, 2008. |
9
Plexus Corp. 401(k) Savings Plan
EIN: 39-1344447, PN: 001
Schedule of Assets (Held at End of Year)
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December 31, 2008
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Schedule H, line 4i |
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Identity of Issuer, |
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Borrower, Lessor |
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Description |
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or Similar Party |
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of Investment |
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Current Value ** |
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* |
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Plexus Common Stock |
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Common Stock |
|
$ |
17,175,845 |
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Wells Fargo Stable Value-M Fund |
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Collective Trust Fund |
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|
13,308,572 |
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|
|
Vanguard Institutional Index Fund |
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Mutual Fund |
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|
13,296,112 |
|
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|
American EuroPacific Growth Fund |
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Mutual Fund |
|
|
11,643,371 |
|
|
|
Columbia Small Cap Growth II Fund |
|
Mutual Fund |
|
|
11,232,485 |
|
|
|
American Beacon Large Cap Value Fund |
|
Mutual Fund |
|
|
8,034,399 |
|
|
|
Vanguard Total Bond Market Index Fund |
|
Mutual Fund |
|
|
5,202,144 |
|
* |
|
MFS Aggressive Growth Allocation Fund |
|
Mutual Fund |
|
|
3,811,306 |
|
* |
|
MFS Conservative Allocation Fund |
|
Mutual Fund |
|
|
3,183,526 |
|
* |
|
MFS Moderate Allocation Fund |
|
Mutual Fund |
|
|
2,688,176 |
|
|
|
T. Rowe Price Intl. Growth and Income Fund |
|
Mutual Fund |
|
|
2,416,389 |
|
|
|
T. Rowe Price Blue Chip Growth Fund |
|
Mutual Fund |
|
|
2,404,552 |
|
|
|
Columbia Small Cap Value I Fund |
|
Mutual Fund |
|
|
2,315,805 |
|
|
|
Lazard Emerging Markets Inst Fund |
|
Mutual Fund |
|
|
2,028,609 |
|
|
|
T. Rowe Price Real Estate Fund |
|
Mutual Fund |
|
|
1,746,505 |
|
* |
|
MFS Growth Allocation Fund |
|
Mutual Fund |
|
|
974,340 |
|
* |
|
Fixed Fund |
|
Common Trust Fund |
|
|
30,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
101,493,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant Loans |
|
Interest rates ranging from 5.0% to 9.25%; maturity dates ranging from 2008 to 2012
|
|
$ |
3,012,608 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Related cost information is not required for participant-directed investments. |
10
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 8, 2009
|
|
|
|
/s/ Angelo M. Ninivaggi
|
|
|
Angelo M. Ninivaggi |
|
|
Employee Stock Savings Plan Fiduciary
Committee Member |
|
|
11