UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X) Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934

For the Quarter ended March 31, 2002

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Commission File Number 000-14824

PLEXUS CORP.
(Exact name of registrant as specified in charter)

Wisconsin 39-1344447
(State of Incorporation) (IRS Employer Identification No.)

55 Jewelers Park Drive
Neenah, Wisconsin 54957-0156
(Address of principal executive offices)(Zip Code)
Telephone Number (920) 722-3451
(Registrant's telephone number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X] No

As of May 10, 2002 there were 41,906,106 shares of Common Stock of the
Company outstanding.

PLEXUS CORP.
TABLE OF CONTENTS
March 31, 2002

PART I. FINANCIAL INFORMATION....................................................................................3

Item 1. Consolidated Financial Statements...............................................................3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS).................3

CONDENSED CONSOLIDATED BALANCE SHEETS...........................................................4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS.................................................5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS............................................6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........10

SAFE HARBOR....................................................................................10

OVERVIEW.......................................................................................10

MERGERS AND ACQUISITIONS.......................................................................11

RESULTS OF OPERATIONS..........................................................................11

LIQUIDITY AND CAPITAL RESOURCES................................................................13

DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES..................................................14

ADDITIONAL DISCLOSURES CONCERNING LIQUIDITY AND CAPITAL RESOURCES, INCLUDING
"OFF-BALANCE SHEET" ARRANGEMENTS...............................................................15

NEW ACCOUNTING PRONOUNCEMENTS..................................................................17

RISK FACTORS...................................................................................18

Item 3. Quantitative and Qualitative Disclosures about Market Risk....................................24

PART II - OTHER INFORMATION......................................................................................25

Item 4. Submission of Matters to Vote of Security Holders..............................................25

Item 6. Exhibits and Reports on Form 8-K...............................................................26

SIGNATURE........................................................................................................26

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Unaudited

Three Months Ended Six Months Ended
March 31, March 31
-------------------------- --------------------------
2002 2001 2002 2001
--------- --------- --------- ----------

Net sales $ 231,162 $ 280,284 $ 431,379 $ 552,381
Cost of sales 210,691 246,709 395,437 480,454
--------- --------- --------- ---------

Gross profit 20,471 33,575 35,942 71,927

Operating expenses:
Selling and administrative expenses 16,344 13,102 30,315 25,869
Amortization of goodwill 1,289 891 2,584 1,779
Restructuring costs 4,687 -- 7,487 --
Acquisition and merger costs 251 -- 251 1,014
--------- --------- --------- ---------
22,571 13,993 40,637 28,662
--------- --------- --------- ---------

Operating income (loss) (2,100) 19,582 (4,695) 43,265

Other income (expense):
Interest expense (965) (1,372) (2,317) (3,199)
Miscellaneous 411 1,217 1,041 2,016
--------- --------- --------- ---------

Income (loss) before income taxes (2,654) 19,427 (5,971) 42,082

Income tax expense (benefit) (500) 7,771 (1,794) 17,213
--------- --------- --------- ---------

Net income (loss) $ (2,154) $ 11,656 $ (4,177) $ 24,869
========= ========= ========= =========

Earnings per share:
Basic $ (0.05) $ 0.28 $ (0.10) $ 0.61

========= ========= ========= =========
Diluted $ (0.05) $ 0.27 $ (0.10) $ 0.58
========= ========= ========= =========

Weighted average shares outstanding:
Basic 41,868 41,198 41,824 40,738
========= ========= ========= =========
Diluted 41,868 43,213 41,824 43,097
========= ========= ========= =========

Comprehensive income (loss):
Net income (loss) $ (2,154) $ 11,656 $ (4,177) $ 24,869
Foreign currency hedges and
translation adjustments (991) (1,540) (1,345) (1,233)
--------- --------- --------- ---------
Comprehensive income (loss) $ (3,145) $ 10,116 $ (5,522) $ 23,636
========= ========= ========= =========

See notes to condensed consolidated financial statements.

PLEXUS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
Unaudited

March 31, September 30,
2002 2001
--------- -------------

ASSETS
Current assets:
Cash and cash equivalents $ 20,436 $ 84,591
Short-term investments 31,160 20,775
Accounts receivable, net of allowance of $7,725
and $6,500, respectively 120,432 114,055
Inventories 124,118 135,409
Deferred income taxes 15,461 13,662
Prepaid expenses and other 21,997 10,317
--------- ---------

Total current assets 333,604 378,809

Property, plant and equipment, net 172,313 145,928
Goodwill, net 67,096 70,514
Deferred income taxes 3,514 3,624
Other 5,279 3,650
--------- ---------

Total assets $ 581,806 $ 602,525
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 8,984 $ 8,175
Accounts payable 70,422 52,307
Customer deposits 15,496 16,051
Accrued liabilities:
Salaries and wages 18,678 15,505
Other 16,563 9,716
--------- ---------

Total current liabilities 130,143 101,754

Long-term debt and capital lease obligations, net of current portion 23,671 70,016

Other liabilities 4,307 3,903

Shareholders' equity:
Preferred stock, $.01 par value, 5,000 shares authorized,
none issued or outstanding -- --
Common stock, $.01 par value, 200,000 shares authorized, 41,889
and 41,757 issued and outstanding, respectively 419 418
Additional paid-in capital 254,286 251,932
Retained earnings 170,714 174,891
Accumulated other comprehensive loss (1,734) (389)
--------- ---------
423,685 426,852
--------- ---------
Total liabilities and shareholders' equity $ 581,806 $ 602,525
========= =========

See notes to condensed consolidated financial statements.

PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Unaudited

Six Months Ended
March 31,
-------------------------
2002 2001
--------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,177) $ 24,869

Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Depreciation and amortization 18,444 13,916
Non-cash restructuring charges 1,796 --
Income tax benefit from stock option award plans 546 3,735
Deferred income taxes (1,689) (688)
Changes in assets and liabilities:
Accounts receivable 12,274 (18,461)
Inventories 19,765 16,084
Prepaid expenses and other (11,296) (4,003)
Accounts payable 11,241 (16,295)
Customer deposits (550) 1,871
Accrued liabilities 10,296 (6,300)
Other (4,673) (2,948)
--------- ---------

Cash flows provided by operating activities 51,977 11,780
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments (30,685) (36,700)
Sales and maturities of short-term investments 20,300 475
Payments for property, plant and equipment (13,108) (39,209)
Payments for business acquisitions, net of cash acquired (42,983) --
Other 64 --
--------- ---------
Cash flows used in investing activities (66,412) (75,434)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 189,461 144,077
Payments on debt and capital lease obligations (234,486) (239,328)
Proceeds from exercise of stock options 575 1,025
Net borrowings (repayments) under asset securitization facility (6,305) 30,000
Issuances of common stock 1,234 164,829
--------- ---------

Cash flows provided by (used in) financing activities (49,521) 100,603
--------- ---------

Effect of foreign currency translation on cash and cash equivalents (199) (29)
--------- ---------

Net increase (decrease) in cash and cash equivalents (64,155) 36,920
Cash and cash equivalents:
Beginning of period 84,591 5,293
--------- ---------
End of period $ 20,436 $ 42,213
========= =========

See notes to condensed consolidated financial statements.

PLEXUS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002
UNAUDITED

NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have
been prepared by Plexus Corp. ("Plexus" or the "Company") without audit and
pursuant to the rules and regulations of the United States Securities and
Exchange Commission. In the opinion of the Company, the financial statements
reflect all adjustments, which include normal recurring adjustments necessary to
present fairly the financial position of the Company as of March 31, 2002, and
the results of operations for the three months and six months ended March 31,
2002 and 2001, and the cash flows for the same six-month periods.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the SEC rules and
regulations dealing with interim financial statements. However, the Company
believes that the disclosures made in the condensed consolidated financial
statements included herein are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 2001 Annual Report on Form 10-K.

The condensed consolidated balance sheet data as of September 30, 2001
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.

NOTE 2 - INVENTORIES

The major classes of inventories are as follows (in thousands):

March 31, September 30,
2002 2001
--------- -------------

Assembly parts $ 82,053 $ 98,483
Work-in-process 34,517 31,911
Finished goods 7,548 5,015
-------- --------
$124,118 $135,409
======== ========

NOTE 3 - ASSET SECURITIZATION FACILITY

In fiscal 2001, the Company entered into an agreement to sell up to $50
million of trade accounts receivable without recourse (the "asset securitization
facility") to Plexus ABS Inc. ("ABS"), a wholly owned, limited purpose
subsidiary of the Company. ABS is a separate corporate entity that sells
participation interests in a pool of the Company's accounts receivable to
financial institutions. The financial institutions then receive an ownership and
security interest in the pool of receivables. Accounts receivable sold to
financial institutions, if any, are reflected as a reduction to accounts
receivable in the consolidated balance sheets. The Company has no risk of credit
loss on such receivables as they are sold without recourse. The Company retains
collection and administrative responsibilities on the participation interest
sold as services for ABS and the financial institutions. The agreement expires
in October 2003. As of March 31, 2002, the Company had utilized $16.6 million of
the asset securitization facility. As a result, accounts receivable has been
reduced by $16.6 million as of March 31, 2002, while long-term debt and capital
lease obligations does not include this $16.6 million of off-balance-sheet
financing. For the three months ended March 31, 2002 and 2001, the Company
incurred financing costs of $0.1 million and $0.5 million, respectively, under
the asset securitization facility. For the six months ended March 31, 2002 and
2001, the Company incurred financing costs of $0.3 million and $1.1 million,
respectively under the asset securitization facility.

NOTE 4 - EARNINGS PER SHARE

The following is a reconciliation of the amounts utilized in the
computation of basic and diluted earnings per share (in thousands, except per
share amounts):

Three Months Ended Six Months Ended
March 31, March 31,
2002 2001 2002 2001
-------- -------- -------- --------

BASIC EARNINGS PER SHARE:
Net income (loss) $ (2,154) $ 11,656 $ (4,177) $ 24,869
======== ======== ======== ========

Basic weighted average shares outstanding 41,868 41,198 41,824 40,738
======== ======== ======== ========

BASIC EARNINGS PER SHARE $ (0.05) $ 0.28 $ (0.10) $ 0.61
======== ======== ======== ========

DILUTED EARNINGS PER SHARE:
Net income (loss) $ (2,154) $ 11,656 $ (4,177) $ 24,869
======== ======== ======== ========

Weighted average shares outstanding 41,868 41,198 41,824 40,738
Dilutive effect of stock options -- 2,015 -- 2,359
-------- -------- -------- --------
Diluted weighted average shares outstanding 41,868 43,213 41,824 43,097
======== ======== ======== ========

DILUTED EARNINGS PER SHARE $ (0.05) $ 0.27 $ (0.10) $ 0.58
======== ======== ======== ========

For the three and six months ended March 31, 2002, the calculations of
earnings per share on a diluted basis excludes the impact of stock options,
since they would result in an antidilutive effect.

NOTE 5 - ACQUISITION

On January 8, 2002, the Company completed its acquisition of certain assets of
MCMS, Inc. ("MCMS"), an electronics manufacturing services provider, for
approximately $43 million in cash subject to purchase price adjustments. The
assets purchased from MCMS include manufacturing operations in Penang, Malaysia;
Xiamen, China; and Nampa, Idaho. The Company acquired these assets primarily to
provide electronic manufacturing services in Asia and increase its customer
base. The acquisition did not include any interest-bearing debt, but included
the assumption of certain specific liabilities of approximately $4.4 million.
The Company recorded the acquisition utilizing the accounting principles
promulgated by Statement of Financial Accounting Standards ("SFAS") No.'s 141
and 142. The results from operations of the assets acquired from MCMS are
reflected in the Company's financial statements from the date of acquisition. In
addition, the Company incurred $0.3 million of acquisition costs during the
second quarter of fiscal 2002 associated with the acquisition of the MCMS
operations.

NOTE 6 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in one business segment. The Company provides
product realization services to electronic original equipment manufactures
("OEMs"). The Company has three reportable geographic regions: North America,
Europe and Asia. As of March 31, 2002, the Company had 27 manufacturing and
engineering facilities in North America, Europe and Asia to serve these OEMs.
The Company uses an internal management reporting system, which provides
important financial data, to evaluate performance and allocate the Company's
resources on a geographic basis. Inter-region transactions are generally
recorded at amounts that approximate arm's length transactions. Certain
corporate expenses are allocated to these regions and are included for
performance evaluation. The accounting policies for the regions are the same as
for the Company taken as a whole. Geographic net sales information reflects the
origin of the product shipped. Asset information is based on the physical
location of the asset.

Three Months Ended Six Months Ended
March 31, March 31,
---------------------- ----------------------
2002 2001 2002 2001
-------- -------- -------- --------

Net sales (in thousands):
North America $205,510 $257,113 $388,402 $507,607
Europe 18,380 23,171 35,705 44,774
Asia 7,272 - 7,272 -
-------- -------- -------- --------
$231,162 $280,284 $431,379 $552,381
======== ======== ======== ========

March 31, September 30,
2002 2001
--------- -------------

Long-lived assets (in thousands):

North America $205,268 $183,065
Europe 32,952 37,027
Asia 6,468 -
-------- --------
$244,688 $220,092
======== ========

NOTE 7 - CONTINGENCY

The Company (along with numerous other companies) has been sued by the
Lemelson Medical, Education & Research Foundation Limited Partnership
("Lemelson") related to alleged possible infringement of certain Lemelson
patents. The Company had requested a stay of action pending developments in
other related litigation which has been granted. The Company believes the
vendors from whom the patent-related equipment was purchased may contractually
indemnify the Company. If a judgment is rendered and/or a license fee required,
it is currently the opinion of management of the Company that such judgment
would not be material to the consolidated financial position of the Company or
the results of its operations.

NOTE 8 - RESTRUCTURING COSTS

In response to the reduction in the Company's sales levels and reduced
capacity utilization, the Company reduced its cost structure through the
reduction of its work force, lease obligations and other exit costs and the
write-off of certain under-utilized assets. For the six months ended March 31,
2002, the Company recorded pre-tax restructuring charges of $7.5 million, which
includes $4.7 million recorded in the second quarter of fiscal 2002. The Company
expects the settlement of the majority of these charges to be made over the next
12 months. The components of the restructuring charges, amounts utilized and
remaining, accrued balance were as follows (in thousands):

Employee Lease Obligations
Termination and and Other Non-cash Asset
Severance Costs Exit Costs Write-downs Total
------------------- ----------------- ---------------- --------

Accrued balance, September 30, 2001 $ 79 $ - $ - $ 79

Restructuring charges 1,179 975 646 2,800
Amounts utilized (929) (310) (646) (1,885)
------- ------- --------- -------

Accrued balance, December 31, 2001 329 665 - 994

Restructuring charges 690 2,847 1,150 4,687
Amounts utilized (522) (200) (1,150) (1,872)
------- ------- --------- -------

Accrued balance, March 31, 2002 $ 497 $ 3,312 $ - $ 3,809
======= ======= ========= =======

NOTE 9 - INCOME TAX

The provision for income taxes is determined by applying an estimated
annual effective income tax rate to income before income taxes. The rate is
based on the most recent annualized forecast of pretax income, permanent
book/tax differences and tax credits. The decrease in the effective tax rate for
the six months ended March 31, 2002 to approximately 30% was the result of
non-tax deductible goodwill and merger expenses and the expected 2002 fiscal
pre-tax book income (loss) to be low or near break-even.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company has provided certain engineering design and development
services for MemoryLink Corp. which develops electronic products. The former
Chairman of the Board of the Company is a shareholder and director of
MemoryLink. During the second quarter of fiscal 2002, the Company received a
payment of $100,000, and has converted the remaining accounts receivable balance
into a $650,000 promissory note and a $750,000 minority equity interest in
MemoryLink. The promissory note and minority equity interest remain fully
reserved for.

NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, SFAS No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets" were issued. These statements eliminate
the pooling-of-interests method of accounting for business combinations and
require that goodwill and certain intangible assets not be amortized. Instead,
these assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. SFAS No. 141 was effective for business
combinations completed subsequent to June 30, 2001. SFAS No. 142 will be
effective for the Company's first quarter of fiscal 2003 for existing goodwill
and intangible assets. The impact of SFAS 142 will result in eliminating
approximately $1.3 million of quarterly amortization of goodwill. However,
Plexus will need to perform annual impairment tests to determine goodwill
impairment, if any, which could affect the results in any given period.

In August 2001, SFAS No. 143, "Accounting for Asset Retirement
Obligations" was issued. SFAS No. 143 sets forth the financial accounting and
reporting to be followed for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. SFAS No.
143 requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a reasonable
estimate of fair value can be made. The associated asset retirement costs are to
be capitalized as part of the carrying amount of the long-lived asset.
Subsequently, the recorded liability will be accreted to its present value and
the capitalized costs will be depreciated. SFAS No. 143 will be effective for
the Company's first quarter of fiscal 2003 and is not expected to have a
material effect on its financial position or results of operations.

In October 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" was issued. SFAS No. 144 modifies and expands the
financial accounting and reporting for the impairment or disposal of long-lived
assets other than goodwill, which is specifically addressed by SFAS No. 142.
SFAS No. 144 maintains the requirement that an impairment loss be recognized for
a long-lived asset to be held and used if its carrying value is not recoverable
from its undiscounted cash flows, with the recognized impairment being the
difference between the carrying amount and fair value of the asset. With respect
to long-lived assets to be disposed of other than by sale, SFAS No. 144 requires
that the asset be considered held and used until it is actually disposed of, but
requires that its depreciable life be revised in accordance with APB Opinion No.
20, "Accounting Changes." SFAS No. 144 also requires that an impairment loss be
recognized at the date a long-lived asset is exchanged for a similar productive
asset. SFAS No. 144 will be effective for the Company's first quarter of fiscal
2003. The Company is currently evaluating the impact of SFAS No. 144.

describe their applicability under changed conditions. The provisions of this
Statement related to the rescission of Statement 4 will be effective for the
Company's first quarter of fiscal 2003. The remaining provisions of this
statement shall be effective for the Company starting May 15, 2002. SFAS No. 145
is not expected to have a material effect on the Company's financial position or
results of operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

"SAFE HARBOR" CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995:

The statements contained in the Form 10-Q which are not historical
facts (such as statements in the future tense and statements including
"believe," "expect," "intend," "anticipate" and similar concepts, and statements
in "Additional Disclosures Concerning Liquidity and Capital Resources, including
Off-Balance Sheet Arrangements") are forward-looking statements that involve
risks and uncertainties, including, but not limited to:

- our ability to integrate MCMS's and other acquired companies'
operations, o the economic performance of the electronics and
technology industries, o the risk of customer delays, changes, or
cancellations in both on-going and new programs,
- our ability to secure new customers and maintain its, MCMS's and
other acquired operations' current customer base,
- the results of cost reduction efforts,
- the impact of capacity utilization and our ability to manage fixed
costs,
- material cost fluctuations and the adequate availability of
components and related parts for production,
- the effect of changes in average selling prices,
- the effect of start-up costs of new programs and facilities,
- the effect of general economic conditions and world events (such
as the September 11, 2001 attacks),
- the effect of the impact of increased competition, and
- other risks detailed below, especially in "Risk Factors" and
otherwise herein, and in our Securities and Exchange Commission
("SEC") filings.

OVERVIEW

Plexus provides product realization services to original equipment
manufacturers, or OEMs, in the networking/datacommunications, medical,
industrial, computer and transportation industries. We provide advanced
electronics design, manufacturing and testing services to our customers and
focus on complex, high-end products. We offer our customers the ability to
outsource all stages of product realization, including: development and design,
materials procurement and management, prototyping and new product introduction,
testing, manufacturing and after-market support. The following information
should be read in conjunction with our consolidated financial statements
included herein and the "Risk Factors" section beginning on page 17.

We provide contract manufacturing services on either a turnkey basis,
where we procure some or all of the materials required for product assembly, or
on a consignment basis, where the customer supplies some, or occasionally all,
materials necessary for product assembly. Turnkey services include materials
procurement and warehousing in addition to manufacturing and involve greater
resource investment and inventory risk management than consignment services.
Turnkey manufacturing currently represents almost all of our net sales. Turnkey
sales typically generate higher sales and higher gross profit dollars with lower
gross margin percentages than consignment sales due to the inclusion of
component costs, and related markup, in our net sales. However, turnkey
manufacturing involves the risk of inventory management, and a change in
component costs can directly impact average selling prices, gross margins and
our net sales. Due to the nature of turnkey manufacturing, our quarterly and
annual results are affected by the level and timing of customer orders,
fluctuations in materials costs, the degree of automation used in the assembly
process and capacity utilization.

MERGERS AND ACQUISITIONS

On January 8, 2002, Plexus completed its acquisition of certain assets
of MCMS, Inc. ("MCMS"), an electronics manufacturing services ("EMS") provider,
for approximately $43 million in cash subject to purchase price adjustments. The
assets purchased from MCMS, which was in Chapter 11 bankruptcy proceedings,
included facilities located in Penang, Malaysia; Xiamen, China; and Nampa,
Idaho. Plexus transferred operations from MCMS's former Raleigh, North Carolina
and San Jose, California facilities to Plexus's other facilities. MCMS's
Monterrey, Mexico and Colfontaine, Belgium operations were not included in the
transaction. Plexus acquired these assets primarily to provide electronic
manufacturing services in Asia and increase its customer base. The acquisition
did not include any MCMS interest-bearing debt, but included the assumption of
certain specific liabilities at approximately $4.4 million. Plexus recorded the
acquisition utilizing the accounting principles promulgated by Statement of
Financial Accounting Standards ("SFAS") No.'s. 141 and 142. The results from
operations of the assets acquired from MCMS are reflected in the Company's
financial statements from the date of acquisition.

On May 23, 2001, Plexus acquired Qtron, Inc. ("Qtron"), a privately
held EMS provider located in San Diego, California. Plexus purchased all of the
outstanding shares of Qtron for approximately $29.0 million in cash, paid
outstanding Qtron notes payable of $3.6 million to Qtron shareholders and
thereby assumed liabilities of $47.4 million, including capital lease
obligations of $18.8 million for a new manufacturing facility. The cost exceeded
the fair value of the net assets acquired by approximately $24 million, which
has been recorded as goodwill and is currently being amortized over 15 years
(See "New Accounting Pronouncements" related to SFAS No. 142). The purchase
price is subject to certain adjustments. The results of Qtron's operations have
been reflected in the Company's financial statements from the date of
acquisition.

On December 21, 2000, Plexus merged with e2E Corporation ("e2E"), a
privately held PCB design and engineering service provider for electronic OEMs,
including the issuance of 462,625 shares of its common stock. The transaction
was accounted for as a pooling-of-interests. Costs associated with this merger
in the amount of $1.0 million have been expensed as required. Results prior to
October 1, 2000 were not restated, as they would not differ materially from
reported results.

RESULTS OF OPERATIONS

Net sales. Net sales for the three months ended March 31, 2002,
decreased 18 percent to $231 million from $280 million for the three months
ended March 31, 2001. Net sales for the three months ended March 31, 2002
included approximately $27 million of sales related to the acquired MCMS
operations. Net sales for the six months ended March 31, 2002 decreased 22
percent to $431 million from $552 million for the six months ended March 31,
2001. Our reduced sales levels reflect the continued slowdown in technology
markets, primarily in the network/datacommunications and computer industries. We
were was also affected by a relatively sharp downturn in orders and forecasts
particularly in engineering, subsequent to the September 11, 2001 attacks, as a
consequence of the economic uncertainties resulting from the attacks and their
aftermath. These factors resulted in customers' forecasts and orders becoming
more cautious. Based on our current customers' orders and forecasts, we
currently expect third quarter sales to be in the range of $235 million to $245
million. However, our results will ultimately depend on the actual order levels.

No customers represented greater than ten percent of sales for the
three months ended March 31, 2002, compared to the three months ended March 31,
2001, when Cisco Systems, Inc., accounted for 12 percent of sales. Our largest
customer for the six months ended March 31, 2002 was General Electric Company,
which accounted for 10 percent of sales compared to Cisco Systems, Inc., which
accounted for 12 percent of sales for the six months ended March 31, 2001. There
were no other customers who represented ten percent or more of the Company's
sales for each of these periods.

Sales to our ten largest customers accounted for 49 percent of sales
for the three months ended March 31, 2002 compared to 54 percent for the three
months ended March 31, 2001. Sales to our 10 largest customers accounted for 49
percent of sales for the six months ended March 31, 2002 compared to 55 percent
of sales for the six months ended March 31, 2001. As with sales to most of our
customers, sales to our largest customers may vary from time to time depending
on the size and timing of customer program commencement, termination, delays,
modifications and transitions. We remain dependent on continued sales to our
significant customers, and we generally do not obtain firm, long-term purchase
commitments from our customers. Customer forecasts can and do

change as a result of their end-market demand and other factors. Although any
material change in orders from these or other customers could materially affect
our results of operations, we are dedicated to diversifying our customer base
and decreasing our dependence on any particular customer(s) or concentration in
one particular industry.

Our sales for the three months ended March 31, 2002 (and 2001),
respectively, by industry were as follows: networking/datacommunications 40
percent (41 percent), medical 24 percent (22 percent), industrial/commercial 17
percent (18 percent), computer 13 percent (13 percent) and transportation/other
6 percent (6 percent). The relative changes in significance primarily reflect
the industry-wide weaknesses in the networking/datacommunications and computer
industries, offset by sales to former MCMS' customers who are primarily in these
two industries.

Gross profit. Gross profit for the three months ended March 31, 2002,
decreased 39 percent to $20.5 million from $33.6 million for the three months
ended March 31, 2001. Gross profit for the six months ended March 31, 2002
decreased 50 percent to $35.9 from $71.9 million for the six months ended March
31, 2001. The gross margin for the three months ended March 31, 2002, was 8.9
percent, compared to 12.0 percent for the three months ended March 31, 2001.
Gross margin for the six months ended March 31, 2002 was 8.3 percent, compared
to 13.0 percent for the six months ended March 31, 2001.

Our gross margins reflect a number of factors that can vary from period
to period, including product and service mix, the level of start-up costs and
efficiencies of new programs, product life cycles, sales volumes, price erosion
within the electronics industry, capacity utilization of surface mount and other
equipment, labor costs and efficiencies, the management of inventories,
component pricing and shortages, average sales prices, the mix of turnkey and
consignment business, fluctuations and timing of customer orders, changing
demand for customers' products and competition within the electronics industry.
Overall gross margins continue to be affected by our lower sales levels as a
result of a slowdown in end-market demand, particularly in the
networking/datacommunications industry and its impact on our capacity
utilization.

In addition, gross margins continue to be affected by acquisitions. In
particular, gross margins resulting from the Mexico and Qtron operations are
below our historical gross margins as we work to integrate these acquisitions
into our business model and increase their capacity utilization. These and other
factors can cause variations in our operating results. Although our focus is on
maintaining and expanding gross margins, there can be no assurance that gross
margins will not continue to decrease in future periods. Overall, gross margins
have decreased from fiscal 2001 results due to the impact of our recent
acquisitions and our reduced manufacturing capacity utilization. However, the
gross margins of the acquired MCMS operations for the three months ended March
31, 2002 were somewhat higher than Plexus' other operations due to the larger
portion of consignment sales in these operations.

Most of the research and development we conduct is paid for by our
customers and is, therefore, included in both sales and cost of sales. We
conduct other research and development, but that research and development is not
specifically identified and we believe such expenses are less than one percent
of our net sales.

Operating expenses. Selling and administrative (S&A) expenses for the
three months ended March 31, 2002, increased to $16.3 million from $13.1 million
for the three months ended March 31, 2001. S&A expenses for the six months ended
March 31, 2002 increased to $30.3 from $25.9 million for the six months ended
March 31, 2001. As a percentage of net sales, S&A expenses were 7.1 percent and
7.0 percent for the three and six months ended March 31, 2002, respectively,
compared to 4.7 percent for each of the three and six months ended March 31,
2001. The increase in dollar terms was due primarily to increases in our sales
and marketing efforts, information systems support, and general staffing levels
resulting from the MCMS acquisition. In addition, our decision to further
increase reserves for bad debts due to increased credit risk resulting from the
overall weakness in the economy also impacted these expenses. The increase in
operating expenses as a percentage of net sales results from these factors
combined with the reduction in sales.

Amortization of goodwill increased to $1.3 million for the three months
ended March 31, 2002 from $0.9 million for the three months ended March 31,
2001. Amortization of goodwill increased to $2.6 million for the six months
ended March 31, 2002 from $1.8 million for the six months ended March 31, 2001.
This was a result of the acquisitions of the Mexico, Keltek and Qtron operations
over the last two years which resulted in additional goodwill. See "New
Accounting Pronouncements" below regarding upcoming changes to the rules
relating to accounting for goodwill and amortization thereof. The new accounting
rules will require us to regularly review

goodwill and other intangible assets, particularly goodwill resulting from prior
acquisitions, to determine whether it has become impaired. Once we adopt these
new changes, we will no longer amortize goodwill on a set schedule; however, we
will be required to take a charge against earnings for a write-off of goodwill
in any period in which we determine that such goodwill has become impaired.

In response to the reduction in our sales levels and reduced capacity
utilization, we reduced our cost structure through the reduction of work force,
lease obligations and other exit costs and writing off certain under-utilized
assets. We recorded a pre-tax charge during the three and six months ended March
31, 2002 of $4.7 million and $7.5 million, respectively, associated with this
restructuring.

On May 13, 2002, we announced our plans to permanently close two of our
older facilities in response to the continued reduction in our sales levels and
reduced capacity utilization. The facilities are located in Neenah, Wisconsin
(the oldest of our three facilities in Neenah) and Minneapolis, Minnesota. These
facilities are no longer sufficient to service our customers' needs and would
have required significant investment to upgrade or replace them. We currently
estimate that we will incur costs totaling approximately $3 million to $5
million related to the reduction of work force at these facilities and the
write-off of certain under-utilized assets.

Acquisition costs of approximately $0.3 million for the three months
ended March 31, 2002, were related to the MCMS acquisition. Merger and
acquisition costs of approximately $1.0 million for the six months ended March
31, 2001, were related to the e2E acquisition.

Income taxes. For the three months ended March 31, 2002, we had an
income tax benefit of ($0.5) million compared to income tax expense of $7.8
million for the three months ended March 31, 2001. Our effective income tax
rates for the six months ended March 31, 2002 and 2001, were approximately 30%
and 41%, respectively. The non-tax-deductible goodwill and merger expenses
lowered the effective income tax rate for fiscal 2002 as the pre-tax book income
(loss) is expected to be low or near break-even. In fiscal 2002, the annual
effective tax rate may decrease slightly if foreign operations increase as a
percentage of the Company's total operations due to the addition of the Asian
facilities.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities were $52.0 million for the
six months ended March 31, 2002, compared to cash flows provided by operating
activities of $11.8 million for the six months ended March 31, 2001. During the
six months ended March 31, 2002, cash provided by operating activities was
primarily related to decreases in accounts receivable and inventories and
increases in accounts payable and accrued liabilities, which were offset by
increases in prepaid expenses. The decrease in our inventory levels resulted in
increasing annualized inventory turns to 7.1 turns for the three months ended
March 31, 2002 from 5.9 turns for the year ended September 30, 2001. This
increase in inventory turns was primarily the result of an improved marketplace
for components and improved inventory management.

Cash flows used in investing activities totaled $66.4 million for the
six months ended March 31, 2002. Net cash used in investing activities consisted
of our use of existing cash resources to fund the approximately $43 million cash
purchase price of certain assets of MCMS, capital expenditures for property,
plant and equipment, and net purchases of short-term investments.

We utilize available cash, debt and leases to fund our operating
requirements. We utilize operating leases primarily in situations where
technical obsolescence concerns are determined to outweigh the benefits of
financing the equipment purchase. We currently estimate capital expenditures for
fiscal 2002 will be approximately $25 million to $30 million. This estimate does
not include MCMS or any other acquisitions which the Company may undertake.

Cash flows used in financing activities totaled $49.5 million for the
six months ended March 31, 2002 and primarily represent net payments on our
credit and asset securitization facilities. The ratio of total liabilities to
equity was 0.4 to 1.0 as of March 31, 2002.

Plexus has an unsecured revolving credit facility (the "Credit
Facility") with a group of banks. The Credit Facility allows us to borrow up to
$250 million, of which no amounts were outstanding as of March 31, 2002.
Borrowing capacity utilized under the Credit Facility will be either through
revolving or other loans or through guarantees of commercial paper. Interest on
borrowings is computed at the applicable eurocurrency rate on the

agreed currency, plus any commitment fees. The Credit Facility matures on
October 25, 2003, and requires among other things maintenance of minimum
interest expense coverage and maximum leverage ratios. Plexus, along with our
banking partners, have amended our Credit Facility to allow us to revise certain
covenants and be in compliance with these covenants. The amendment was
occasioned by the effect of our restructuring costs and acquisition and merger
costs on compliance with the prior covenants.

Pursuant to a public offering of shares of common stock in the first
quarter of fiscal 2001, Plexus issued 3.45 million shares of common stock for
$50 per share, with an underwriters discount of $2.375 per share. The Company
received net proceeds of approximately $164.3 million, after discounts and
commissions to the underwriters of approximately $8.2 million. Additional
expenses were approximately $0.6 million. The net proceeds from the offering
were utilized to refinance, in part, existing debt and finance capital
expenditures, and capacity expansion and the Qtron acquisition. The remaining
net proceeds were used for general corporate purposes and working capital.

Plexus has agreed to sell up to $50 million of trade accounts
receivable without recourse to Plexus ABS Inc. ("ABS"), a wholly owned, limited
purpose subsidiary of the Company. ABS is a separate corporate entity that sells
participating interests in a pool of the Company's accounts receivable to
financial institutions. The financial institutions then receive an ownership and
security interest in the pool of receivables. As of March 31, 2002, we had
utilized the maximum amount currently available of $16.6 million. As a result,
accounts receivable has been reduced by $16.6 million as of March 31, 2002,
while long-term debt and capital lease obligations does not include this $16.6
million of off-balance-sheet financing. See Note 3 in the Notes to Condensed
Consolidated Financial Statements.

Effective in the first quarter of fiscal 2002, the Plexus board of
directors adopted a stock repurchase program, authorizing the repurchase of up
to 1.0 million shares of common stock not to exceed $25 million. Through May 10,
2002, the Company had not yet repurchased any shares.

Our credit facilities, leasing capabilities, cash and short-term
investments and projected cash from operations should be sufficient to meet our
working capital and capital requirements through fiscal 2002 and the foreseeable
future. However, we may need further capital or credit facilities to support
increased operations in the event of an improvement in sales and/or a
significant acquisition. We have not paid cash dividends in the past, and do not
anticipate paying them in the foreseeable future. We anticipate using earnings
to support our business.

DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES

On December 12, 2001, the SEC issued FR-60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies." FR-60 is an
intermediate step to alert companies to the need for greater investor awareness
of the sensitivity of financial statements to the methods, assumptions, and
estimates underlying their preparation including the judgments and uncertainties
affecting the application of those policies, and the likelihood that materially
different amounts would be reported under different conditions or using
different assumptions.

Our accounting policies are disclosed in Note 1 to the Consolidated
Financial Statements in our Fiscal 2001 Report on Form 10-K. There have been no
changes material to these policies during the first six months of fiscal 2002.
The more critical of these policies are as follows:

Revenue Recognition - We continued to recognize revenues primarily when
products are shipped. Revenue and profit relating to product design and
development contracts are generally recognized utilizing the
percentage-of-completion method. The use of percentage-of-completion accounting
does involve the use of estimates, but accounts for less than 10% of our total
revenues. We used the same methods to recognize revenues under
percentage-of-completion accounting for this quarter as we have in the past. Our
revenue recognition policies are in accordance with Staff Accounting Bulletin
("SAB") No. 101, "Revenue Recognition in Financial Statements."

Inventories - We value inventories primarily at the lower of cost or
market. Cost is determined by the first-in, first-out (FIFO) method. Valuing
inventories at the lower of cost or market requires the use of estimates and
judgment. As discussed later under "Risk Factors," our customers may cancel
their orders, change production quantities or delay production for a number of
reasons, which are beyond our control. Any of these, or certain additional
actions, could impact the valuation of our inventory. We continued to use the
same techniques to value

our inventory as we have in the past. Any actions taken by our customers that
could impact the value of our inventory are considered when determining the
lower of cost or market valuations.

Accounts Receivable - We value accounts receivable net of an allowance
for uncollectible accounts. This allowance is based on our estimate of the
portion of the receivables that will not be collected in the future. We
continued to apply the same techniques to compute this allowance at March 31,
2002 as we have in the past. However, the ultimate collectibility of a
receivable is dependent upon the financial condition of an individual customer,
which could change rapidly and without advance warning.

Restructuring Costs - From time to time, we have recorded restructuring
costs in response to the reduction in our sales levels and reduced capacity
utilization. These restructuring charges included employee severance and benefit
costs, costs related to plant closings, including leased facilities that will be
abandoned (and subleased, as applicable), and impairment of equipment. Severance
and benefit costs are recorded when incurred. For leased facilities that will be
abandoned and subleased, the estimated lease loss is accrued for future lease
payments subsequent to abandonment less estimated sublease income. For
equipment, the impairment losses recognized are based on the fair value
estimated using existing market prices for similar assets less costs to sell.
See Note 8 in the Notes to Condensed Consolidated Financial Statements.

ADDITIONAL DISCLOSURES CONCERNING LIQUIDITY AND CAPITAL RESOURCES, INCLUDING
"OFF-BALANCE SHEET" ARRANGEMENTS

On January 22, 2002, the SEC issued FR-61, "Commission Statement about
Management's Discussion and Analysis of Financial Condition and Results of
Operations." While the SEC intends to consider rulemaking regarding the topics
addressed in this statement and other topics covered by MD&A, the purpose of
this statement is to suggest steps that issuers should consider in meeting their
current disclosure obligations with respect to the topics described.

We are currently evaluating FR-61 and the effects it may have, if any,
on this, and future, filings. Below are our responses to each of the areas
addressed by FR-61. Any statements in this section which discuss or are related
to future dates or periods are "forward-looking statements."

1. Liquidity Disclosures

Plexus includes a discussion of liquidity and capital resources in
Management's Discussion and Analysis. More specifically, FR-61 requires
management to consider the following to identify trends, demands, commitments,
events and uncertainties that require disclosure:

a. Provisions in financial guarantees or commitments, debt or lease
agreements or other arrangements that could trigger a requirement for an
early payment, additional collateral support, changes in terms,
acceleration of maturity, or the creation of an additional financial
obligation, such as adverse changes in the registrant's credit rating,
financial ratios, earnings, cash flows, or stock price, or changes in
the value of underlying, linked or indexed assets.

As disclosed in our 2001 Report on Form 10-K, Plexus issued a note
payable on demand for approximately $6.9 million to the prior owners of
Keltek. On April 11, 2002, Plexus repaid these notes for $6.7 million.
The difference in the amount paid from the amount recorded as of
September 30, 2001 was due to changes in foreign exchange rates.

In addition, as disclosed in the 2001 Report on Form 10-K, our Credit
Facility requires us to maintain certain financial ratios to comply with
the terms of the agreement. No amounts are outstanding under the Credit
Facility at March 31, 2002 and we do not anticipate the need to borrow
on the Credit Facility in the near term. Plexus, along with our banking
partners, have amended our Credit Facility to allow us to revise certain
covenants and be in compliance with these covenants. The amendment was
occasioned by the effect of our restructuring costs and acquisition and
merger costs on compliance with the prior covenants.

b. Circumstances that could impair our ability to continue to engage in
transactions that have been integral to historical operations or are
financially or operationally essential, or that could render that
activity commercially impracticable, such as the inability to maintain a
specified investment grade credit rating, level of earnings, earnings

per share, financial ratios, or collateral.

Our material risk factors are disclosed in this Report on Form 10-Q.
We are not aware of anything that could reasonably be expected to
impair our ability to continue to engage in our historical operations
at this time.

c. Factors specific to Plexus and our markets that we expect to be given
significant weight in the determination of our credit rating or will
otherwise affect the registrant's ability to raise short-term and
long-term financing.

Our material risk factors are disclosed in this Report on Form 10-Q. We
are not aware of anything that could reasonably be given significant
weight in the determination of our credit rating or will otherwise
affect our ability to raise short-term and long-term financing.

d. Guarantees of debt or other commitments to third parties. Plexus does
not have any significant guarantees of debt or other commitments to
third parties.

e. Written options on non-financial assets (for example, real estate
puts). Plexus does not have any written options on non-financial
assets.

2. Off-Balance Sheet Arrangements

FR-61 indicates that registrants should consider the need to provide
disclosures concerning transactions, arrangements and other relationships with
unconsolidated entities or other persons that are reasonably likely to affect
materially liquidity or the availability of or requirements for capital
resources. We disclosed in Footnote 4 to the financial statements in our 2001
Report on Form 10-K and Footnote 3 to our financial statements for the three
months ended December 31, 2001 and in this Report of Form 10-Q, a securitization
that Plexus entered into in fiscal 2001. Plexus's wholly owned, limited purpose
subsidiary, Plexus ABS Inc., has agreed to purchase up to $50 million of
receivables from Plexus and sell participating interests to financial
institutions. As of March 31, 2002, Plexus has utilized $16.6 million, the
maximum amount currently available under this facility. Any interests sold to
the financial institutions are removed from the balance sheet as we have no risk
of loss on such receivables as they are sold without recourse.

Plexus also leases various assets under both capital and operating
leases. The aggregate payments under the capital leases and operating leases are
disclosed in Footnotes 4 and 9, respectively, to our financial statements in our
2001 Report on Form 10-K. There were no significant changes to these lease
arrangements during the six months of 2002; however, Plexus assumed certain
operating leases associated with the January 8, 2002 acquisition of certain
assets of MCMS. These leases primarily relate to production facilities and
equipment in Malaysia and China.

3. Disclosures about Contractual Obligations and Commercial Commitments

In FR-61, the SEC notes that current accounting standards require
disclosure concerning a registrant's obligations and commitments to make future
payments under contracts, such as debt and lease agreements, and under
contingent commitments, such as debt guarantees. They also indicate that the
disclosures responsive to these requirements usually are located in various
parts of a registrant's filings. The SEC believes that investors would find it
beneficial if aggregated information about contractual obligations and
commercial commitments were provided in a single location so that a total
picture of obligations would be readily available. They further suggested that
one useful aid to presenting the total picture of a registrant's liquidity and
capital resources and the integral role of on- and off-balance sheet
arrangements may be schedules of contractual obligations and commercial
commitments as of the latest balance sheet date.

We are no different than most other registrants in that our disclosures
are located in various parts of our regulatory filings including, Footnotes 1,
4, 6, 9, 10 and 13 to our financial statements in our 2001 Report on Form 10-K,
Footnotes 1, 3, 5 and 8 to our financial statements for the three months ended
December 31, 2001 on Form 10-Q and to our financial statements for the three and
six months ended March 31, 2002 in this Report on Form 10-Q. In addition, we
prepared schedules as of March 31, 2002 suggested by the SEC in FR -61.
Information in the following table is in thousands as of March 31, 2002:

PAYMENTS DUE BY PERIOD
REMAINING 2007 AND
CONTRACTUAL OBLIGATIONS TOTAL IN 2002 2003-2004 2005-2006 THEREAFTER

CAPITAL LEASE OBLIGATIONS $ 25,955 $ 775 $ 3,250 $ 2,258 $ 19,672

OPERATING LEASES 120,434 8,158 29,994 23,730 58,552

UNCONDITIONAL PURCHASE OBLIGATIONS* - - - - -

OTHER LONG-TERM OBLIGATIONS** 6,700 6,700 - - -
-------- -------- -------- -------- --------
TOTAL CONTRACTUAL CASH OBLIGATIONS $153,089 $ 15,633 $ 33,244 $ 25,988 $ 78,224
======== ======== ======== ======== ========

* - There are no unconditional purchase obligations other than inventory and
property, plant and equipment purchases in the ordinary course of business.

** - Other long-term obligations consist of $6.7 million notes payable on demand
as of March 31, 2002 to the former shareholders of Keltek; these notes were
repaid in April 2002.

As March 31, 2002, other than our asset securitization ($16.6 million as of
March 31, 2002), we did not have, and were not subject to, any other lines of
credit, standby letters of credit, guarantees, standby repurchase obligations,
or other commercial commitments.

DISCLOSURES ABOUT CERTAIN TRADING ACTIVITIES THAT INCLUDE NON-EXCHANGE TRADED
CONTRACTS ACCOUNTED FOR AT FAIR VALUE

We do not have any trading activities that include non-exchange traded
contracts accounted for at fair value.

DISCLOSURES ABOUT EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER PARTIES

We have disclosed the effects of transactions with a related party in
Footnote 1 to our financial statements in our 2001 Report on Form 10-K. An
update of these transactions was included in Footnote 10 to our financial
statements for the three and six months ended March 31, 2002 in this report.
There were no other significant transactions with related and certain other
parties.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, SFAS No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets" were issued. The statements eliminate the
pooling-of-interests method of accounting for business combinations and require
that goodwill and certain intangible assets not be amortized. Instead, these
assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. SFAS No. 141 was effective for the Company
for business combinations completed subsequent to June 30, 2001. SFAS No. 142
will be effective for the Company's first quarter of fiscal 2003 for existing
goodwill and intangible assets. The impact of SFAS 142 will result in
eliminating approximately $1.3 million of quarterly amortization of goodwill.
However, Plexus will be required to perform annual impairment tests to determine
goodwill impairment, if any, which could affect the results in any given period.

In May 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was
issued. The Statement rescinds SFAS No. 4 and requires that only unusual or
infrequent gains and losses from extinguishment of debt should be classified as
extraordinary items, consistent with APB Opinion 30. This Statement amends SFAS
No. 13, Accounting for Leases, to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends certain existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
provisions of this Statement related to the rescission of Statement 4 will be
effective for the Company's first quarter of fiscal 2003. The remaining
provisions of this statement shall be effective for the Company starting May 15,
2002. SFAS No. 145 is not expected to have a material effect on the Company's
financial position or results of operations.

RISK FACTORS

OUR CUSTOMER REQUIREMENTS AND OPERATING RESULTS VARY SIGNIFICANTLY FROM QUARTER
TO QUARTER, WHICH COULD NEGATIVELY IMPACT THE PRICE OF OUR COMMON STOCK; RECENT
DEMAND HAS CONTINUED TO BE WEAK.

Our quarterly and annual results may vary significantly depending on
various factors, many of which are beyond our control. These factors include:

- the volume of customer orders relative to our capacity
- the level and timing of customer orders, particularly in light of the
fact that some of our customers release a significant percentage of
their orders during the last few weeks of a quarter
- the typical short life cycle of our customers' products
- market acceptance of and demand for our customers' products
- changes in our sales mix to our customers
- the timing of our expenditures in anticipation of future orders
- our effectiveness in managing manufacturing processes
- changes in cost and availability of labor and components
- changes in economic conditions
- local events that may affect our production volume, such as local
holidays.

The EMS industry is impacted by the condition of the U.S. and global
economies and world events (such as the September 11, 2001 attacks). Any
slowdown in the U.S. or global economies, or in particular in the industries
served by us, may result in our customers reducing their forecasts. The
Company's sales have been, and are expected to continue to be, impacted by the
slowdown in the networking/datacommunications and computer markets, as well as
the economy in general. These factors contributed substantially to the decline
in the Company's net sales in the first six months of fiscal 2002. As a result,
the demand for our services could continue to be weak or decrease, which in turn
would impact our sales, capacity utilization, margins and results.

Due to the nature of turnkey manufacturing services, our quarterly and
annual results are affected by the level and timing of customer orders,
fluctuations in material costs and availability, and the degree of capacity
utilization in the manufacturing process.

OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION.

Electronics manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers and we continue to experience
short lead-times in customer orders. Customers may cancel their orders, change
production quantities or delay production for a number of reasons, which are
beyond our control. The success of our customers' products in the market affects
our business. Cancellations, reductions or delays by a significant customer or
by a group of customers could seriously harm our operating results. Such
cancellations, reductions or delays have occurred and may continue to occur in
response to the slowdown in the networking/datacommunications, computer and
other industries as a result of the overall weakness of the economy.

In addition, we make significant decisions, including determining the
levels of business that we will seek and accept, production schedules,
facilities and expansion/contraction decisions, component procurement
commitments, personnel needs and other resource requirements, based on our
estimates of customer requirements. The short-term nature of our customers'
commitments and the possibility of rapid changes in demand for their products
reduces our ability to estimate accurately the future requirements of those
customers.

On occasion, customers may require rapid increases in production, which
can stress our resources and reduce operating margins. Although we have
increased our manufacturing capacity, we may not have sufficient capacity at any
given time to meet all of our customers' demands. In addition, because many of
our costs and operating expenses are relatively fixed, a reduction in customer
demand can harm our gross margins and operating results.

WE MAY NOT BE ABLE TO OBTAIN RAW MATERIALS OR COMPONENTS FOR OUR ASSEMBLIES ON A
TIMELY BASIS OR AT ALL.

We rely on a limited number of suppliers for many components used in
the assembly process. We do not have any long-term supply agreements. At various
times, there have been shortages of some of the electronic components that we
use, and suppliers of some components have lacked sufficient capacity to meet
the demand for these components. During the majority of fiscal 2000 and early
fiscal 2001, component shortages were prevalent in our industry, and in certain
areas have continued to occur. In some cases, supply shortages and delays in
deliveries of particular components have resulted in curtailed production in the
past or delays in production of assemblies using that component, which
contributed to an increase in our inventory levels. We expect that shortages and
delays in deliveries of some components will continue. If we are unable to
obtain sufficient components on a timely basis, we may experience manufacturing
and shipping delays, which could harm our relationships with customers and
reduce our sales.

A significant portion of our sales is derived from turnkey
manufacturing in which we provide materials procurement. While most of our
customer contracts permit quarterly or other periodic adjustments to pricing
based on decreases and increases in component prices and other factors, we
typically bear the risk of component price increases that occur between any such
repricings or, if such repricing is not permitted, during the balance of the
term of the particular customer contract. Accordingly, component price increases
could adversely affect our operating results.

A LARGE PORTION OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS AND IF WE
LOSE ANY OF THESE CUSTOMERS, OUR SALES AND OPERATING RESULTS COULD DECLINE
SIGNIFICANTLY.

Sales to our ten largest customers have represented a large portion of
our sales in recent periods. Our ten largest customers accounted for
approximately 49 percent and 54 percent of our net sales for the three months
ended March 31, 2002 and 2001, respectively. The identities of our principal
customers have varied from year to year, and our principal customers may not
continue to purchase services from us at current levels, if at all. Significant
reductions in sales to any of these customers, or the loss of major customers,
could seriously harm our business. If we are not able to timely replace expired,
canceled or reduced contracts with new business, our sales will decrease.

WE MAY HAVE SIGNIFICANT CUSTOMER RELATIONSHIPS WITH EMERGING COMPANIES, WHICH
MAY PRESENT MORE RISKS THAN WITH ESTABLISHED COMPANIES.

We currently anticipate that a significant percentage of our sales will
be to emerging companies, including start-ups, particularly in the
networking/datacommunications market. However, similar to our other customer
relationships, there are no volume purchase commitments under these new
programs, and the revenues we actually achieve may not meet our expectations. In
anticipation of future activities under these programs, we incur substantial
expenses as we add personnel and manufacturing capacity and procure materials.
Because emerging companies do not have a history of operations, it will be
harder for us to anticipate needs and requirements than with established
customers. Our operating results will be harmed if sales do not develop to the
extent and within the time frame we anticipate.

Customer relationships with emerging companies also present special
risks. For example, because they do not have an extensive product history, there
is less demonstration of market acceptance of their products. Also, due to the
current economic environment, additional funding for such companies may be more
difficult to obtain. This tightening of financing for start-up customers,
together with many start-up customers' lack of prior earnings and unproven
product markets could further increase our credit risk, especially in accounts
receivable and inventories. Although we adjust our reserves for accounts
receivable and inventories for all customers, including start-up customers,
based on the information available, these reserves may not be adequate.

WE MAY FAIL TO COMPLETE SUCCESSFULLY FUTURE ACQUISITIONS AND MAY NOT INTEGRATE
SUCCESSFULLY ACQUIRED BUSINESSES, WHICH COULD ADVERSELY AFFECT OUR OPERATING
RESULTS.

We have pursued a strategy that has included growth through
acquisitions. We cannot assure you that we will be able to complete successfully
future acquisitions, due primarily to competition for the acquisition of
electronics manufacturing service operations. If we are unable to acquire
additional businesses, our growth could be inhibited. Similarly, we cannot
assure you that we will be able to integrate successfully the operations and
management of our recent acquisitions such as Qtron, MCMS or future
acquisitions. Acquisitions involve significant risks that could have a material
adverse effect on us. These risks include:

OPERATING RISKS, SUCH AS THE:

- inability to integrate successfully our acquired operations' businesses
and personnel
- inability to realize anticipated synergies, economies of scale or other
value
- difficulties in scaling up production and coordinating management of
operations at new sites o strain placed on our personnel, systems and
resources
- possible modification or termination of an acquired business customer
program, including cancellation of current or anticipated programs
- loss of key employees of acquired businesses.

FINANCIAL RISKS, SUCH AS THE:

- dilutive effect of the issuance of additional equity securities
- incurrence of additional debt and related interest costs
- inability to achieve expected operating margins to offset the increased
fixed costs associated with acquisitions, and/or inability to increase
margins at acquired entities to Plexus' historical levels
- incurrence of large write-offs or write-downs
- amortization and/or impairment of goodwill or other intangible assets
- unforeseen liabilities of the acquired businesses.

FAILURE TO MANAGE OUR GROWTH AND CONTRACTION MAY SERIOUSLY HARM OUR BUSINESS.

We have experienced rapid growth, both internally and through
acquisitions, even though recent periods have seen some reductions in sales
levels. This growth has placed, and will continue to place, significant strain
on our operations. To manage our growth effectively, we must continue to improve
and expand our financial, operational and management information systems;
continue to develop the management skills of our managers and supervisors; and
continue to train, manage and motivate our employees. If we are unable to manage
our growth effectively, our operating results could be harmed.

Periods of contraction or reduced sales also create tensions and
challenges. We must determine whether all facilities remain productive and
determine how to respond to customer demand. Our decisions as to how to reduce
costs and capacity can affect our results in both the short-term and long-term.

We have entered into a licensing arrangement for new ERP software and
related information systems. Conversions to new software and systems are
complicated processes, and can cause management and operational disruptions
which may affect us. Information flow and production could also be affected if
the new software and systems do not perform as we expect.

EXPANSION OF OUR BUSINESS AND OPERATIONS MAY NEGATIVELY IMPACT OUR BUSINESS.

We may expand our operations by establishing or acquiring new
facilities or by expanding capacity in our current facilities. We may expand
both in geographical areas in which we currently operate and in new geographical
areas within the United States and internationally. We may not be able to find
suitable facilities on a timely basis or on terms satisfactory to us. Expansion
of our business and operations involves numerous business risks, including the:

- inability to integrate successfully additional facilities or capacity
and to realize anticipated synergies, economies of scale or other value
- additional fixed costs which may not be fully absorbed by the new
business
- difficulties in the timing of expansions, including delays in the
implementation of construction and manufacturing plans
- creation of excess capacity, and the need to reduce capacity elsewhere
if anticipated sales or opportunities do not materialize
- diversion of management's attention from other business areas during
the planning and implementation of expansions
- strain placed on our operational, financial, management, technical and
information systems and resources
- disruption in manufacturing operations
- incurrence of significant costs and expenses
- inability to locate enough customers or employees to support the
expansion.

OPERATING IN FOREIGN COUNTRIES EXPOSES US TO INCREASED RISKS.

As part of the MCMS acquisition on January 8, 2002, we acquired
operations located in China and Malaysia. In addition, we acquired operations in
Mexico and the United Kingdom in fiscal 2000. We may in the future expand into
other international regions. We have limited experience in managing
geographically dispersed operations and in operating in Mexico and the United
Kingdom, and had no prior experience in China and Malaysia. We also purchase a
significant number of components manufactured in foreign countries. Because of
these international aspects of our operations, we are subject to the following
risks that could materially impact our operating results:

- economic or political instability
- transportation delays or interruptions and other effects of less
developed infrastructure in many countries
- foreign exchange rate fluctuations
- utilization of different systems and equipment
- difficulties in staffing and managing foreign personnel and diverse
cultures
- the effects of international political developments.

In addition, changes in policies by the U.S. or foreign governments
could negatively affect our operating results due to changes in duties, tariffs,
taxes or limitations on currency or fund transfers. Our Mexico based operation
utilizes the Maquiladora program, which provides reduced tariffs and eases
import regulations, and we could be adversely affected by changes in that
program. Further, the newly-acquired Chinese and Malaysian subsidiaries
currently receive favorable tax treatment from the governments in those
countries for approximately 3 to 5 years, which may or may not be renewed.

WE MAY NOT BE ABLE TO MAINTAIN OUR ENGINEERING, TECHNOLOGICAL AND MANUFACTURING
PROCESS EXPERTISE.

The markets for our manufacturing and engineering services are
characterized by rapidly changing technology and evolving process development.
The continued success of our business will depend upon our ability to:

- hire, retain and expand our qualified engineering and technical
personnel
- maintain and enhance our technological capabilities
- develop and market manufacturing services which meet changing customer
needs
- successfully anticipate or respond to technological changes in
manufacturing processes on a cost-effective and timely basis.

Although we believe that our operations utilize the assembly and
testing technologies, equipment and processes that are currently required by our
customers, we cannot be certain that we will develop the capabilities required
by our customers in the future. The emergence of new technology industry
standards or customer requirements may render our equipment, inventory or
processes obsolete or noncompetitive. In addition, we may have to acquire new
assembly and testing technologies and equipment to remain competitive. The
acquisition and implementation of new technologies and equipment may require
significant expense or capital investment which could reduce our operating
margins and our operating results. Our failure to anticipate and adapt to our
customers' changing technological needs and requirements could have an adverse
effect on our business.

OUR TURNKEY MANUFACTURING SERVICES INVOLVE INVENTORY RISK.

Most of our contract manufacturing services are provided on a turnkey
basis, where we purchase some or all of the materials required for designing,
product assembling and manufacturing. These services involve greater resource
investment and inventory risk management than consignment services, where the
customer provides these materials. Accordingly, various component price
increases and inventory obsolescence could adversely affect our selling price,
gross margins and operating results.

In its turnkey operations, we need to order parts and supplies based on
customer forecasts, which may be for a larger quantity of product than is
included in the firm orders ultimately received from those customers. Customers'
cancellation or reduction of orders can result in expense to us. While many of
our customer agreements include provisions which require customers to reimburse
us for excess inventory which we specifically order to meet their forecasts, we
may not actually be reimbursed or be able to collect on these obligations. In
that case, we could have excess inventory and/or cancellation or return charges
from our suppliers.

START-UP COSTS AND INEFFICIENCIES RELATED TO NEW PROGRAMS CAN ADVERSELY AFFECT
OUR OPERATING RESULTS.

Start-up costs, the management of labor and equipment resources in
connection with the establishment of new programs and new customer
relationships, and the need to estimate required resources in advance can
adversely affect our gross margins and operating results. These factors are
particularly evident in the early stages of the life cycle of new products and
new programs. These factors also affect our ability to efficiently use labor and
equipment. In addition, if any of these new programs or new customer
relationships were terminated, our operating results could be harmed,
particularly in the short term.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATIONS.

We are also subject to environmental regulations relating to the use,
storage, discharge, recycling and disposal of hazardous chemicals used in our
manufacturing process. If we fail to comply with present and future regulations,
we could be subject to future liabilities or the suspension of business. These
regulations could restrict our ability to expand our facilities or require us to
acquire costly equipment or incur significant expense. While we are not
currently aware of any material violations, we may have to spend funds to comply
with present and future regulations or be required to perform site remediation.

In addition, our medical device business, which represented
approximately 24 percent of our sales for the three months ended March 31, 2002,
is subject to substantial government regulation, primarily from the FDA and
similar regulatory bodies in other countries. We must comply with statutes and
regulations covering the design, development, testing, manufacturing and
labeling of medical devices and the reporting of certain information

regarding their safety. Noncompliance with these rules can result in, among
other things, us and our customers being subject to fines, injunctions, civil
penalties, criminal prosecution, recall or seizure of devices, total or partial
suspension of production, failure of the government to grant pre-market
clearance or record approvals for projections or the withdrawal of marketing
approvals. The FDA also has the authority to require repair or replacement of
equipment, or refund of the cost of a device manufactured or distributed by our
customers. In addition, the failure or noncompliance could have an adverse
effect on our reputation.

OUR PRODUCTS ARE FOR THE ELECTRONICS INDUSTRY, WHICH PRODUCES TECHNOLOGICALLY
ADVANCED PRODUCTS WITH SHORT LIFE CYCLES.

Factors affecting the electronics industry, in particular the short
life cycle of products, could seriously harm our customers and, as a result, us.
These factors include:

- the inability of our customers to adapt to rapidly changing technology
and evolving industry standards, which result in short product life
cycles
- the inability of our customers to develop and market their products,
some of which are new and untested
- the potential that our customers' products may become obsolete or the
failure of our customers' products to gain widespread commercial
acceptance.

INCREASED COMPETITION MAY RESULT IN DECREASED DEMAND OR PRICES FOR OUR SERVICES.

The electronics manufacturing services industry is highly competitive.
We compete against numerous U.S. and foreign electronics manufacturing services
providers with global operations, as well as those who operate on a local or
regional basis. In addition, current and prospective customers continually
evaluate the merits of manufacturing products internally. Consolidation in the
electronics manufacturing services industry results in a continually changing
competitive landscape. The consolidation trend in the industry also results in
larger and more geographically diverse competitors who have significant combined
resources with which to compete against us.

Some of our competitors have substantially greater managerial,
manufacturing, engineering, technical, financial, systems, sales and marketing
resources than we do. These competitors may:

- respond more quickly to new or emerging technologies
- have greater name recognition, critical mass and geographic and market
presence
- be better able to take advantage of acquisition opportunities
- adapt more quickly to changes in customer requirements
- devote greater resources to the development, promotion and sale of
their services
- be better positioned to compete on price for their services.

We may be operating at a cost disadvantage compared to manufacturers
who have greater direct buying power from component suppliers, distributors and
raw material suppliers or who have lower cost structures. As a result,
competitors may procure a competitive advantage and obtain business from our
customers. Our manufacturing processes are generally not subject to significant
proprietary protection, and companies with greater resources or a greater market
presence may enter our market or increase their competition with us. Increased
competition could result in price reductions, reduced sales and margins or loss
of market share.

WE MAY FAIL TO SECURE NECESSARY ADDITIONAL FINANCING.

We have made and intend to continue to make substantial capital
expenditures to expand our operations, acquire businesses and remain competitive
in the rapidly changing electronics manufacturing services industry. Our future
success may depend on our ability to obtain additional financing and capital to
support our continued growth and operations, including our working capital
needs. If and when the economy and sales improve, we may also need to obtain
additional financing to support operations. We may seek to raise capital by:

- issuing additional common stock or other equity securities

- issuing debt securities

- increasing available borrowings under our existing credit facility or
obtaining new credit facilities
- obtaining further off-balance-sheet financing.

We may not be able to obtain additional capital when we want or need
it, and capital may not be available on satisfactory terms. If we issue
additional equity securities or convertible debt to raise capital, it may be
dilutive to your ownership interest. Furthermore, any additional financing and
capital may have terms and conditions that adversely affect our business, such
as restrictive financial or operating covenants.

WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF KEY PERSONNEL MAY HARM OUR
BUSINESS.

Our future success depends in large part on the continued service of
our key technical and management personnel, and on our ability to continue to
attract and retain qualified employees, particularly those highly skilled
design, process and test engineers involved in the development of new products
and processes and the manufacture of existing products. The competition for
these individuals is intense, and the loss of key employees, generally none of
whom is subject to an employment agreement for a specified term or a
post-employment non-competition agreement, could harm our business. We believe
that we have a relatively small management group whose resources could be
strained as a result of expansion or contraction of our business.

PRODUCTS WE MANUFACTURE MAY CONTAIN DESIGN OR MANUFACTURING DEFECTS WHICH COULD
RESULT IN REDUCED DEMAND FOR OUR SERVICES AND LIABILITY CLAIMS AGAINST US.

We manufacture products to our customers' specifications which are
highly complex and may at times contain design or manufacturing errors or
failures. Defects have been discovered in products we manufactured in the past
and, despite our quality control and quality assurance efforts, defects may
occur in the future. Defects in the products we manufacture, whether caused by a
design, manufacturing or component failure or error, may result in delayed
shipments to customers or reduced or cancelled customer orders. If these defects
occur in large quantities or too frequently, our business reputation may also be
impaired. In addition, these defects may result in liability claims against us.
The FDA investigates and checks, occasionally on a random basis, compliance with
statutory and regulatory requirements. Violations may lead to penalties or
shutdowns of a program or a facility.

THE PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

Our stock price has fluctuated significantly. The price of our common
stock may fluctuate significantly in response to a number of events and factors
relating to our company, our competitors and the market for our services, many
of which are beyond our control.

In addition, the stock market in general, and especially the NASDAQ
National Market along with market prices for technology companies, in
particular, have experienced extreme volatility and weakness that has often been
unrelated to the operating performance of these companies. These broad market
and industry fluctuations may adversely affect the market price of our common
stock, regardless of our operating results.

Among other things, volatility in Plexus' stock price could mean that
investors will not be able to sell their shares at or above the prices which
they pay. The volatility and weakness also could impair Plexus' ability in the
future to offer common stock as a source of additional capital and/or as
consideration in the acquisition of other businesses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in foreign exchange and
interest rates. To reduce such risks, we selectively use financial instruments.

FOREIGN CURRENCY RISK

We do not use derivative financial instruments for speculative
purposes. Our policy is to selectively hedge certain foreign currency
denominated transactions in a manner that substantially offsets the effects of
changes in foreign currency exchange rates. Presently, we use foreign currency
forward contracts to hedge only those currency

exposures associated with certain assets and liabilities denominated in
non-functional currencies. Corresponding gains and losses on the underlying
transaction generally offset the gains and losses on these foreign currency
hedges. Expansion into additional international markets (Malaysia and China) may
increase the complexity and size of our foreign currency exchange risk. As of
March 31, 2002, the foreign currency forward contracts were scheduled to mature
in less than three months and were not material.

INTEREST RATE RISK

We have financial instruments, including cash equivalents, short-term
investments, long-term debt and our asset securitization facility, which are
sensitive to changes in interest rates. We consider the use of interest-rate
swaps based on existing market conditions. We currently do not use any
interest-rate swaps or other types of derivative financial instruments.

The primary objective of our investment activities is to preserve
principal, while maximizing yields without significantly increasing market risk.
To achieve this, we maintain our portfolio of cash equivalents and short-term
investments in a variety of securities such as money market funds and
certificates of deposit and limit the amount of principal exposure to any one
issuer.

Our only material interest rate risk is associated with our credit
facilities and asset securitization facility. Interest on borrowings is computed
at the applicable Eurocurrency rate on the agreed currency. A 10 percent change
in our weighted average interest rate on average borrowings would have impacted
net interest expense by approximately $0.1 million for each of the three months
ended March 31, 2002 and 2001, respectively. A 10 percent change in our weighted
average interest rate on average borrowings would have impacted interest expense
by approximately $0.2 million and $0.3 million for each of the six months ended
March 31, 2002 and 2001, respectively.

PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's annual meeting of shareholders on March 6, 2002, the
seven management nominees were elected to the board. The nominees/directors were
elected with the following votes:

Authority for
Director's Name Votes "For" Voting Withheld
- --------------- ----------- ---------------

David J. Drury 36,930,683 53,094
Dean A. Foate 32,838,683 4,145,094
Harold R. Miller 36,915,715 68,062
John L. Nussbaum 32,775,404 4,208,373
Thomas J. Prosser 36,921,485 62,292
Charles M. Strother 36,927,244 56,533
Jan K. VerHagen 36,930,346 53,431

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
10.1 First Agreement to Credit Agreement and Waiver
dated as of May 13, 2002.

(b) Reports on Form 8-K during this period.

A report dated January 8, 2002, as subsequently
amended by Amendment No. 1 on Form 8-K/A, was filed
by Plexus to report its acquisition of certain
assets of MCMS, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

05/14/02 /s/ John L. Nussbaum
- ------------------- ---------------------------------------------
Date John L. Nussbaum
Chairman, President and Chief Executive Officer

05/14/02 /s/ Thomas B. Sabol
- ------------------ ----------------------------------------------
Date Thomas B. Sabol
Executive Vice President and
Chief Financial Officer