UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
________________________________________________________________________________
____________________________________________________
PLEXUS CORP.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________
____________________________________________________
Wisconsin 001-14423
(State or other jurisdiction (Commission
of incorporation) File Number)
One Plexus Way
Neenah, Wisconsin 54957
(Address of principal executive offices) (Zip Code)
Angelo M. Ninivaggi
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
(920) 969-6000
(Name and telephone number, including area code,
of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is
being filed, and provide the period to which the information in this form
applies:
[X]
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the
reporting period from
January 1 to December 31, 2023
.
[ ]
Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal
year ended ___________.
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Section 1 - Conflict Minerals Disclosure
Item 1.01
Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
A copy of Plexus Corp.'s Conflict Minerals Report for the reporting period
from January 1 to December 31, 2023, is provided as Exhibit 1.01 hereto and is
publicly available on our website at www.plexus.com.
Item 1.02
Exhibit
See Item 3.01 of this Form.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 - Exhibits
Item 3.01 Exhibits
Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of
this Form.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the duly
authorized undersigned.
Date: May 24, 2024 PLEXUS CORP.
(Registrant)
By: /s/ Angelo M. Ninivaggi
Angelo M. Ninivaggi
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
EXHIBIT 1.01
CONFLICT MINERALS REPORT OF
PLEXUS CORP.
IN ACCORDANCE WITH RULE 13p-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE REPORTING PERIOD FROM
JANUARY 1 TO DECEMBER 31, 2023
Introduction
This Conflict Minerals Report (the "Report") of Plexus Corp. ("Plexus," the
"Company," "we," "us," or "our") has been prepared by management for calendar
year 2023 under the Securities Exchange Act of 1934 (the "Act"). The term
"conflict mineral" is defined as (A) columbite-tantalite (coltan),
cassiterite, gold, wolframite or their derivatives, which are limited to
tantalum, tin and tungsten; or (B) any other mineral or its derivatives
determined by the Secretary of State to be financing conflict in the
Democratic Republic of the Congo (the "DRC") or an adjoining country
(collectively, the "Covered Countries"). Numerous terms in this Report are
defined in Rule 13p-1 of the Act and Form SD (collectively, the "Conflict
Minerals Rule") and the reader is referred to those sources, and also to
Securities and Exchange Commission ("SEC") Release No. 34-67716 (August 22,
2012) under the Act for such definitions. For the purpose of this report, tin,
tungsten, tantalum, and gold will collectively be referred to as the 3TGs.
In accordance with the Conflict Minerals Rule, we undertook efforts to
determine whether the 3TGs necessary to the functionality or production of
products that we manufacture, or contract to manufacture, were sourced from
the Covered Countries, or are from recycled or scrap sources. We designed our
due diligence efforts to conform, in all material respects, with the framework
presented by the Organisation for Economic Co-operation and Development (the
"OECD") in the publication Due Diligence Guidance for Responsible Supply
Chains of Minerals from Conflict-Affected and High-Risk Areas and related
supplements for each of the conflict minerals (collectively, the "OECD
Guidance").
The statements below are based on the due diligence activities performed to
date and on the information available at the time of this filing. Factors that
could affect the accuracy of these statements include, but are not limited to,
incomplete supplier data or a lack of available smelter data, errors or
omissions by suppliers or smelters, evolving confirmation of smelters,
incomplete information from industry or other third-party sources, and other
issues.
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About Plexus
Plexus partners with companies to help create the products that build a better
world. Our global team of over 20,000 individuals provides innovative
solutions across the product lifecycle, specializing in the design,
manufacture and service of highly complex products in demanding regulatory
environments. Paired with our optimized and integrated global supply chain, we
help our customers solve complex product challenges through a broad array of
differentiated services-from product development and new product introduction
through volume manufacturing, service and end-of-life. We provide these
solutions to market-leading as well as disruptive global companies in the
Healthcare/Life Sciences, Industrial and Aerospace/Defense sectors. Our
solutions are supported across our 28 facilities in the Americas ("AMER"),
Asia-Pacific ("APAC") and Europe, Middle East and Africa ("EMEA") regions.
Our vision is to help create the products that build a better world. Our
mission is to be the leader in highly complex products and demanding
regulatory environments. Our strategy to fulfill our vision and mission is
consistent and can be summarized in four parts:
.
Market Focus
- We engineer innovative solutions for customers in growth markets featuring
highly complex products and demanding regulatory environments.
.
Superior Execution
- We are dedicated partners to our customers, committed to achieving zero
defects and perfect delivery through operational excellence.
.
Passion Meets Purpose
- We are united as a team. We are guided by our Core Values. We do the right
thing to support our team members, communities and customers.
.
Discipline by Design
- We hold ourselves accountable to delivering shareholder value through
consistent application of a disciplined financial model.
To deliver on our strategy, we align our team members, operations, systems of
oversight and financial metrics to create a high performance, accountable
organization with an engaged workforce deeply passionate about driving growth
through customer service excellence.
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Description of Products
We do not sell "Plexus-branded" products. We provide services for original
equipment manufacturers ("OEMs") with a focus on serving markets consisting of
highly complex products and demanding regulatory environments characterized by
unique flexibility, technology, quality and regulatory requirements. The
products falling within the scope of this Report include the assemblies and
products that we manufactured or contracted to manufacture for customers in
the aforementioned market sectors during calendar year 2023. As an Electronic
Manufacturing Services (EMS) company, it's highly likely that most products
assembled contain tin, tungsten, tantalum and/or gold. Although we did not
find any evidence that the 3TGs contained in these assemblies or products
directly or indirectly benefited armed groups in the Covered Countries, we
were unable to conclude that any of these assemblies and products were
definitively "DRC conflict free".
Conflict Minerals Policy
We are committed to ensuring ethical sourcing and have made significant
progress in developing supply chain transparency. We have a Conflict Minerals
Policy Statement (the "Conflict Minerals Policy"), which is posted on our
website at www.plexus.com.
Reasonable Country of Origin Inquiry ("RCOI")
We conducted a good faith RCOI regarding the 3TGs in the materials, components
and finished goods supplied to us. We utilized a third-party service provider
(the "Provider") to assist in supplier outreach and our due diligence
procedures.
We reviewed the assemblies and products that we manufactured or contracted to
manufacture for customers during calendar year 2023 and identified suppliers
that supply components or products, or engage in manufacturing activities,
that are likely to contain one or more of the 3TGs. We removed from the list
of suppliers all service providers, indirect materials suppliers, distributors
and inactive suppliers that did not supply goods to us.
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The Provider conducted the supplier survey portion of the RCOI. Suppliers
received a communication describing the compliance requirements and requesting
information on the 3TGs in their products and the smelters or refiners of
those minerals. The Provider, on our behalf, utilized version 6.31 of the
Responsible Mineral Initiative's (the "RMI") Conflict Minerals Reporting
Template ("CMRT"). The Provider, on our behalf, engaged 2,974 suppliers
determined to be in scope for purposes of our RCOI efforts to collect
information regarding the presence and sourcing of 3TGs in the products
supplied to us.
The Provider followed up with all unresponsive suppliers through a defined
process. The Provider utilized both automated and direct email communications
as well as phone calls to non-responsive suppliers during the escalation
phases. Escalation emails for nonresponsive suppliers were also sent directly
by our Supply Chain leadership. The communications offered assistance and
further information to suppliers about the requirements of the Conflict
Minerals Rule and our compliance program. A minimum of eight attempts were
made in an effort to contact unresponsive suppliers. Additionally, our program
continues to include automated data validation on all submitted CMRTs.
Suppliers were contacted to address incomplete data and invalid submissions
and they were encouraged to re-submit with a valid CMRT. The goal of this
process is to increase the accuracy of submissions and identify any
contradictory answers in the CMRT. The Provider monitored and tracked all
invalid or incomplete supplier submissions.
Although we requested information at a product level, the majority of
suppliers provided CMRT responses at a company or division level that included
information on all products sold by the supplier to its customers, even though
we may have purchased only a limited subset of components or products from the
supplier. Therefore, the information provided by these suppliers was not
necessarily limited to smelters or refiners that were part of our direct
supply chain.
Based on the responses gathered during our RCOI, we were unable to determine
that the 3TGs necessary to the functionality or production of our products did
not originate in the Covered Countries. As a result, and in accordance with
the Conflict Minerals Rule, we undertook the due diligence measures described
below on the source and chain of custody of the conflict minerals in our
supply chain.
Design of Due Diligence
As previously disclosed, our due diligence measures were designed to be in
conformance, in all material respects, with the internationally recognized due
diligence framework as set forth in the OECD Guidance.
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The design of our due diligence measures considered the OECD's recommendations
for "downstream" actors with no direct relationships with smelters or
refiners. "Downstream" refers to the supply chain from smelters or refiners to
retailers and manufacturers, whereas "upstream" refers to the supply chain
from the mines to the smelters or refiners.
We do not have a direct relationship with any smelters or refiners and
therefore, do not perform direct audits of the due diligence practices of
these entities. We instead rely on internationally-recognized validation
schemes that facilitate independent third-party audits of smelters or refiners
and validate that smelters or refiners have met the requirements of the OECD
Guidance, such as the RMI Responsible Minerals Assurance Process ("RMAP"). We
support this program through membership and participation in the RMI as an
active member of the Responsible Business Alliance ("RBA"). This engagement
and the contributions made have helped develop standards, best practices, and
tools that benefit all companies working to end the link between 3TGs and
conflict in the DRC.
Due Diligence Measures Performed
Our overall conflict minerals program is based on the five-step framework of
the OECD Guidance. We followed the five-step framework established by the OECD
Guidance while performing our due diligence measures for calendar year 2023,
which consisted of the following steps:
Step 1: Maintain strong company management systems
Step 2: Identify and assess risks in the supply chain
Step 3: Design and implement a strategy to respond to identified risks
Step 4: Carry out independent third-party audit of smelters' and refiners' due
diligence practices when required
Step 5: Report annually on supply chain due diligence
Step 1: Maintain strong company management systems
Internal Team:
We have established an internal management system reporting through the
Corporate Compliance Officer designed to assist in complying with the Conflict
Minerals Rule. As previously discussed, we also retained the services of the
Provider to assist with our efforts. Through use of the Provider's web-based
reporting tool we are able to collect and store supplier data and CMRTs,
communicate with suppliers, and monitor Conflict Minerals sourcing risks in
our supply chain. The use of this tool and our other management systems has
provided an
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opportunity for us to assist our suppliers in understanding our expectations
and requirements in an effort to increase the rate of responses received from
our suppliers.
Control Systems:
Our Conflict Minerals Policy outlines the expectation that all of our
suppliers abide by the requirements of our Supplier Code of Conduct, which
prohibits human rights abuses and unethical practices. The Conflict Minerals
Policy also requires all suppliers to comply with applicable legal standards
and requirements and provide us with completed conflict minerals declarations
annually.
We periodically review our Conflict Minerals Policy and will make updates as
necessary and appropriate. If a supplier fails to comply with our Conflict
Minerals Policy, we may reconsider our willingness to continue to partner with
that supplier.
Supplier Engagement:
In an effort to strengthen engagement with suppliers, we utilized version 6.31
of the CMRT and the Provider's web-based reporting tool for collecting CMRTs
from our supplier base. The use of these tools and our other engagement
efforts, have allowed us to assist our suppliers in understanding our
expectations.
We continue to put a strong emphasis on supplier education and training. To
accomplish this, we utilized our Provider's learning management system and
provided all in-scope suppliers access to their conflict minerals training
material and courses. All suppliers are encouraged to complete all modules
within this course. Supplier education is also done through one-on-one
interaction with our Provider's supplier teams.
During the 2023 reporting period we continued to emphasize the need for
product level responses from suppliers by requesting CMRTs that only include
the parts that are sold to us. In particular, this was requested for suppliers
who identified risks or gaps in their company level CMRT.
Company Level Grievance Mechanism:
As an additional means of communication regarding conflict minerals, our
employees and other stakeholders can escalate concerns to our Corporate
Compliance Officer and executive management by use of our Ethics Hotline, as
outlined in our Code of Conduct and Business
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Ethics, available on our website at www.plexus.com. Reporters can remain
anonymous if desired.
Document Retention:
We are retaining documentation regarding our conflict minerals program for
calendar year 2023 in accordance with our record retention guidelines.
Step 2: Identify and assess risks in the supply chain
We performed multiple steps in an effort to ensure that risks were identified
and assessed during the execution of our conflict minerals program. This
included risks associated with smelters or refiners, supplier responses, and
with suppliers' internal policies and programs.
The Provider verified whether the metals processors identified by each
supplier on its CMRT are actually smelters, refiners, or recyclers of conflict
minerals ("legitimate smelters or refiners") by comparing the facilities
reported by suppliers to the RMI's Standard Smelter List, the data gathered by
the U.S. Department of Commerce, and by conducting its own independent
research. The Provider also researched and reviewed mine information for all
verified smelters or refiners in an effort to determine the country of origin
of the minerals processed. Through this effort, we were able to identify 100%
of the country of origin information for the smelters or refiners.
The Provider attempted to match each identified smelter or refiner to
available lists of smelters and refiners that were identified as "conformant"
by internationally-recognized validation schemes, such as the RMAP. If a
smelter or refiner was not certified by an internationally-recognized scheme,
the Provider attempted to contact the entity to gather more information about
its sourcing practices. In addition, the Provider also performed research
using publicly available sources of information regarding the smelter's or
refiner's sourcing practices. The conformant status of each legitimate smelter
or refiner is continuously monitored to ensure that any changes in status or
risk are accounted for.
We sought to understand the risk levels associated with conflict minerals in
the supply chain. A smelter's or refiner's overall risk is based on various
factors, including whether the smelter has been identified as "valid" and has
an associated Smelter Identification Number (under the RMI, this is known as a
CID), as well as the smelter's geographic location, including its proximity to
the Covered Countries and any credible evidence of unethical or conflict
sourcing.
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The Provider assessed supplier risk based on its determination of the
likelihood that a supplier provided conflict minerals to us that may have
originated from sources that are not conflict free, considering the smelters
or refiners declared by that supplier on its CMRT.
Additionally, we evaluated suppliers based on the strength of their conflict
minerals programs. The criteria used to evaluate the strength of a supplier's
program consisted of the following questions on the CMRT:
. Have you established a conflict minerals sourcing policy?
. Have you implemented due diligence measures for conflict-free sourcing?
. Do you review due diligence information received from your suppliers
against your company's expectations?
. Does your review process include corrective action management?
Tracing materials back to their mine of origin is a complex aspect of
responsible sourcing in the supply chain. We have determined that seeking
information about conflict minerals smelters and refiners in the supply chain
represents the most reasonable effort we can make to determine the mines or
locations of origin of the conflict minerals in the supply chain. This was
done by adopting the methodology outlined by the OECD Guidance and by
requiring suppliers to conform with the same standards to meet the OECD
Guidance, and report to us using the CMRT. Through this process, we believe we
have made reasonable efforts to determine the mines or locations of origin of
the conflict minerals in our supply chain.
Step 3: Design and implement a strategy to respond to identified risks
Following the assessment of supplier risk discussed above, we followed up with
suppliers whom we had reason to believe may be sourcing conflict minerals
originating from a smelter or refiner in the Covered Countries. We also
followed up with any supplier that did not submit a valid response to the CMRT
and encouraged them to provide complete and accurate data via the CMRT.
As stated in our Conflict Minerals Policy, we require all in-scope suppliers
to provide completed conflict minerals declarations using the CMRT. We may
reconsider our willingness to partner with suppliers that fail to comply with
our Conflict Minerals Policy.
As part of our risk management plan under the OECD Guidance, any high-risk
smelter facilities reported on a CMRT by one of the suppliers surveyed, risk
mitigation activities were initiated. Through the Provider, submissions that
include any high-risk smelter facilities
immediately received instructions from us asking the supplier to take their
own risk mitigation actions. The
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mitigation actions may include the submission of a product specific CMRT to
better identify the connection to products that they supply to us, escalating
up to the removal of these smelters from their supply chain.
During the 2023 reporting year, we conducted a targeted campaign to all
suppliers who indicated one or more smelters of concern in an effort to
educate them on the level of risk and suggested next steps. Various training
materials, including webinars, were offered to suppliers for additional
smelter education and awareness.
As per the OECD Due Diligence Guidance, risk mitigation will depend on the
supplier's specific context. Suppliers are given clear performance objectives
within reasonable timeframes with the ultimate goal of progressive elimination
of these risks from the supply chain. Furthermore, suppliers are guided to our
Provider's learning management system to engage in educational materials on
mitigating the risk of smelters or refiners in the supply chain.
Step 4: Carry out independent third-party audit of smelter/refiner due
diligence practices
We rely on multi-stakeholder initiatives that provide verification processes
for smelters or refiners who provide conflict minerals to companies in its
supply chain. We, as a purchaser of component parts, are many steps removed
from the mining of conflict minerals. We do not purchase raw ore or unrefined
conflict minerals and we do not conduct purchasing activities directly in the
Covered Countries. In addition, we do not perform or direct audits of the
smelters or refiners listed by our suppliers as being potentially a part of
our supply chain.
Through our membership with the RMI, we encourage smelters or refiners to
participate in the RMAP.
The Provider also directly contacts smelters and refiners that are not
currently enrolled in the RMAP to encourage their participation and gather
information regarding each facility's sourcing practices on behalf of its
compliance partners. We are a signatory of this communication in accordance
with the requirements of downstream companies detailed in the OECD Guidance.
Step 5: Report annually on supply chain due diligence
This Report (and the related Form SD) was filed with the SEC and is available
on our website at www.plexus.com.
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Due Diligence Results
Using the processes outlined above, we surveyed the in-scope suppliers for
calendar year 2023 and reviewed the responses received. As previously noted,
we, along with the Provider, followed up with suppliers who did not respond or
who provided incomplete responses, or whose responses contained inconsistencies,
in an effort to secure valid and complete responses. We received CMRTs
representing over 83% of our in-scope parts for the 2023 reporting year.
As a result of our due diligence measures in 2023, we have identified 415
smelters and refiners as potentially processing the 3TGs provided by its
suppliers. Of the 415 smelters and refiners, 258 were identified as RMI
conformant, with an additional 12 pursuing their RMI certification. There were
a total of 32 smelters not currently enrolled in the RMAP. Each of those 32
smelters received a letter from us to educate them on the RMI process as well
as encouraging them to join the RMAP and become a RMI conformant facility.
Additionally, Plexus was able to obtain country of origin data for 100% of the
identified smelters.
As previously disclosed, we do not do business directly with any of the
smelters or refiners identified. The list was generated based on information
received from our suppliers. We continue to conduct independent research on
smelters and refiners and will work with suppliers throughout our supply chain
to help improve and refine reported information in future years. We will
continue to communicate expectations and information requirements to our
direct suppliers. We will continue to make inquiries to direct suppliers and
undertake additional risk assessments when potentially relevant changes in
facts or circumstances are identified.
Although we requested information at a product level, as previously disclosed,
a majority of suppliers returned information at a company or division level,
not at a product level. Therefore, the information provided was not
necessarily limited to smelters or refiners confirmed to be in our supply
chain and we are unable to determine whether any of these smelters are
financing conflict in the Covered Countries. We will continue to work with our
suppliers to determine if these smelters or refiners can be directly linked to
the actual parts or products sold to us. Due to the submission of company
level responses, we cannot make this determination at this time.
In addition, various supplier responses were incomplete, as all supply chain
participants continue to map their upstream supply chains. As a result, we are
unable to definitively validate whether facilities actually processed the
minerals contained in our products or whether all upstream supply chain
participants were identified.
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Steps to Continuously Improve Due Diligence
In addition to the initiatives outlined above, we plan to take the following
steps during the next compliance period to continue to improve the due
diligence conducted and to further mitigate the risk that these conflict
minerals benefit armed groups:
.
Continue to actively participate in and support industry trade groups to help
improve communication throughout the supply chain. We are an active member of
the RBA, and will continue our membership activity through the coming year.
.
Continue to partner with certain customers to help educate suppliers on our
ongoing expectations supporting responsible sourcing decisions.
.
Continue to support supplier education and training and integrate Conflict
Minerals related expectations into new supplier agreements and our existing
supplier performance evaluations .
.
Evaluate the suppliers and parts surveyed during this year's Conflict Minerals
outreach to ensure accurate data and scoping year-over-year, eliminating
out-of-scope suppliers.
.
Evaluate suppliers that do not comply with our Conflict Minerals Policy or
have not made improvements to their conflict minerals programs, offer an
educational outreach program through our Provider, and further communicate our
expectation that they make efforts to comply with our Conflict Minerals Policy.
.
Continue to evaluate the suppliers that have provided smelters or refiners on
the previously mentioned high risk smelters list and require smelter diligence
training for those suppliers. The Provider offers training specifically
designed for those suppliers that have reported high risk smelters in
consecutive reporting years. The training purpose is to continue to educate
the suppliers on where they can find additional resources, as well as to
communicate the continued expectation that they work through the supply chain
to remove high risk smelters from their CMRTs.
.
Continue to enhance and refine due diligence measures. Based on an evaluation
of the 2023 supplier survey process, we will continue to work with our
Provider to enhance our supplier survey and due diligence processes.
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