UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the Plan year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _______________.
COMMISSION FILE NUMBER 001-12335
A. Full title of the plan and the address of the plan if different from that of
the issuer named below:
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST (BEST) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
BUTLER MANUFACTURING COMPANY
1540 GENESSEE STREET
KANSAS CITY, MO 64102
CONTENTS
Page
----
Independent Auditor's Report 1
AUDITED FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Signature Page 10
Exhibit Index 11
Exhibit 23 Independent Auditors' Consent
Exhibit 99.1 Certification of Periodic Report
Exhibit 99.2 Certification of Periodic Report
INDEPENDENT AUDITORS' REPORT
The Retirement Administrative Committee
Butler Manufacturing Company:
We have audited the accompanying statements of net assets available for benefits
of the Butler Manufacturing Company 401(k) Employee Savings Trust Plan (the
Plan) as of December 31, 2002, and 2001, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002, and 2001, and the changes in net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
Kansas City, Missouri
May 30,2003
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
------------- ------------
Assets:
Investments:
Fidelity Management Trust Company:
Managed Income Portfolio $ 11,486,801 10,393,045
Puritan Fund 12,200,395 12,575,473
Magellan Fund 23,648,535 30,561,900
Equity Income Fund 10,850,687 12,507,685
Retirement Money Market Trust 11,951,197 11,038,879
Aggressive Growth Fund 2,320,420 2,946,816
Diversified International Fund 1,413,028 1,480,318
Freedom 2000 Funds 2,783,491 2,695,253
Spartan U.S. Equity Index 1,096,450 1,245,801
U.S. Bond Index Fund 1,073,503 421,165
Other 203,526 162,628
Butler common stock fund 2,679,435 3,205,368
Participant loans outstanding 2,610,007 2,664,630
------------- ------------
Total investments 84,317,475 91,898,961
------------- ------------
Receivables:
Employee contributions receivable 19,057 553,335
Employer contributions receivable -- 1,663,035
------------- ------------
Total receivables 19,057 2,216,370
------------- ------------
Net assets available for benefits $ 84,336,532 94,115,331
============= ============
See accompanying notes to financial statements
2
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
------------ -----------
Contributions:
Employee $ 8,162,663 8,093,537
Employer -- 1,661,743
Rollover 54,532 52,760
------------ -----------
Total contributions 8,217,195 9,808,040
Income:
Net depreciation in fair value of investments (14,751,309) (8,949,717)
Interest and dividends 1,980,218 2,947,921
Other:
Distributions (5,154,691) (6,557,765)
Administrative expenses (71,891) (71,430)
Net transfers from another employer-sponsored fund 1,679 101
------------ -----------
Decrease in net assets available for benefits (9,778,799) (2,822,850)
Net assets available for benefits, beginning of year 94,115,331 96,938,181
------------ -----------
Net assets available for benefits, end of year $ 84,336,532 94,115,331
============ ===========
See accompanying notes to financial statements.
3
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) GENERAL
Effective March 1, 1987, Butler Manufacturing Company (the Company)
established the 401(k) Employee Savings Trust Plan (the Plan),
which is administered by the administrative committee. The
investments of the Plan are in the custody of Fidelity
Institutional Retirement Services Company. The trustee of the Plan
is the Fidelity Management Trust Company (Fidelity), which has been
appointed by the administrative committee and thereby holds all
assets of the Plan in the Butler Master Savings Plan Trust (Master
Trust). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the plan
document for more complete information.
(B) BASIS OF PRESENTATION
The Plan's financial statements are presented on the accrual basis
of accounting and present the net assets available for benefits and
changes in those net assets. Benefit payments to participants are
recorded when paid.
(C) ASSETS HELD IN MASTER TRUST
All assets of the Plan are held in the Master Trust and are
specifically allocated to each individual plan by participant. Plan
assets and changes in plan assets held in trust have been reported
by Fidelity based on the fair value of the investments.
The fair value of marketable securities is based upon quotations
from national securities exchanges; where marketable securities are
not listed on an exchange, quotations are obtained from brokerage
firms. When the fair value of securities is not available, the
securities are stated at their estimated fair value. Securities
transactions are accounted for on the trade date (the date the
order to buy or sell is executed).
Investments, which exceeded 5% of the net assets available for
benefits at December 31, 2002, and 2001, are shown individually in
the statements of net assets available for benefits.
(D) ADMINISTRATIVE EXPENSES
The expenses incurred by the administrative committee of the Plan
in administering plan activity and the expenses incurred by
Fidelity in administering the trust may be paid from the assets of
the Plan or by the Company, as the Company elects.
(E) ELIGIBILITY
All full-time salaried and nonunion hourly employees are eligible
to participate in the Plan.
4
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
(F) VESTING
All eligible employees participating in the Plan are immediately 100% vested
in employer and employee contributions.
(G) TERMINATION
Although it has expressed no intention to do so, the Company's board of
directors may terminate the Plan at any time, subject to the provisions of
ERISA. If the Plan is terminated, each participant's account balance will
be, at the discretion of the Company, distributed in a lump sum or held in
trust to be distributed upon each participant's retirement, death,
disability, or termination of employment.
(H) USE OF ESTIMATES
The Plan utilizes a number of estimates and assumptions related to the
reporting of assets and liabilities and the disclosure of contingent assets
and liabilities to prepare these financial statements in conformity with
accounting principles generally accepted in the United States of America.
Actual results could differ from those estimates.
(I) RECLASSIFICATIONS
Certain inconsequential reclassifications have been made to prior years'
information to conform to the 2002 presentation.
(2) CONTRIBUTIONS
Employees may contribute to the Plan from 1 to 20% of their compensation in
1% increments, subject to applicable Internal Revenue Service (IRS)
regulations. Participants may direct investments of their contribution in 1%
increments among the funds established by the Company. At the discretion of
the Company's board of directors and based on the Company's profitability,
the Company can elect to match employee contributions in an amount no
greater than 30%. This match is limited to 6% of employee contributions and
one-third of all company-matching contributions shall be invested in the
Butler common stock fund. Such investments shall remain in the Butler common
stock fund until the participant's termination of employment. This match is
applicable only to employees who are active employees on December 31,
except in cases of retirement, disability, or death.
(3) DISTRIBUTIONS
If a participant retires on or after attaining age 55, becomes totally or
permanently disabled, dies, or terminates employment for any other reason,
the full value of the account becomes distributable. If the value of the
amount distributable exceeds $5,000, the distribution cannot be made until
the participant reaches age 65 or gives consent to the distribution. All
distributions must be made prior to April 1 of the calendar year immediately
following the date the participant reaches age 70-1/2, even if still
employed. All distributions shall be made in a single payment of cash.
5
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
Distributions payable to vested participants at December 31, 2002, and 2001
was $1,411,454 and $365,078, respectively. These distributions are not
recorded as a liability in the accompanying financial statements; however,
they are recorded as a liability of the Plan for purposes of the Plan's Form
5500.
(4) IN-SERVICE WITHDRAWALS
Employee contributions, in part or in total, may be withdrawn for extreme
financial hardships. Such financial hardships include college costs,
excessive medical expenses, the purchase of a principal residence, or to
prevent eviction from a principal residence.
(5) LOANS TO PARTICIPANTS
At the discretion of the administrative committee, loans may be made to a
participant up to the lesser of $50,000 or 50% of the value of the
participant's account. No loan may be for an amount less than $1,000. Loans
are secured by an assignment of the participant's total account balance in
the Plan. Loan maturities may not be less than one year nor exceed five
years, except for home loans. Interest rates will be set by the
administrative committee in accordance with uniform procedures consistently
applied in a manner that does not discriminate in favor of officers,
shareholders, or highly compensated participants.
(6) ASSETS HELD IN MASTER TRUST
The net assets of the Master Trust available for all participating plans at
December 31, 2002, and 2001 were as follows:
2002 2001
------------ ------------
Assets:
Investments:
Short-term investments $ 13,705,245 12,657,351
Fixed income funds 13,732,231 11,868,079
Domestic equities funds 57,629,522 68,108,401
International equities funds 1,461,344 1,507,679
Butler common stock fund 2,765,984 3,321,973
Participant loans outstanding, at interest rates ranging
from 9% to 10% 3,010,882 3,161,823
------------ ------------
92,305,208 100,625,306
Receivables:
Employee contribution receivable 33,174 619,833
Employer contribution receivable -- 1,663,035
------------ ------------
Total net assets available for benefits $ 92,338,382 102,908,174
============ ============
6
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
The changes in net assets of the Master Trust for the years ended
December 31, 2002, and 2001 were as follows:
2002 2001
------------ -----------
Additions:
Employer contributions $ 6,737 1,716,159
Employee contributions 8,967,929 9,023,088
Rollovers 54,532 52,760
Interest and dividends 2,185,031 3,262,692
------------ -----------
Total additions 11,214,229 14,054,699
Change in fair value of investments:
Mutual funds (14,676,585) (9,870,542)
Butler common stock fund (1,136,126) 319,158
------------ -----------
Total change in fair value of investments (15,812,711) (9,551,384)
Deductions:
Distributions (5,886,614) (7,045,615)
Administrative expenses (84,696) (84,599)
------------ -----------
Total deductions (5,971,310) (7,130,214)
------------ -----------
Net decrease (10,569,792) (2,626,899)
Net assets available for benefits:
Beginning of year 102,908,174 105,535,073
------------ -----------
End of year $ 92,338,382 102,908,174
============ ===========
7
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
(7) NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments as
of December 31 are as follows:
2002 2001
----------- -----------
Net assets:
Butler common stock fund $ 2,679,435 3,205,368
=========== ===========
Changes in net assets:
Contributions $ 810,275 793,575
Interest and dividends 93,064 74,245
Net appreciation (depreciation) (1,099,292) 306,506
Benefits paid to participants (225,760) (174,826)
Transfer to participant-directed investments (35,514) (177,740)
Loan withdrawals (5,322) (13,486)
Administrative fee (63,384) (61,719)
----------- -----------
$ (525,933) 746,555
=========== ===========
(8) INVESTMENT PORTFOLIO RISK
The Plan provides for various investments, which, in general, are exposed to
various risks, such as interest rate, credit, and overall market volatility
risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net assets
available for benefits.
(9) FEDERAL INCOME TAXES
The Plan has received a favorable determination letter, dated July 18, 2002,
from the IRS, qualifying the Plan under the Internal Revenue Code and
exempting the trust from Federal income taxes. The Plan has been amended
since receiving the determination letter. The plan administrator believes
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes is included in these financial statements.
8
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 041
Notes to Financial Statements
December 31, 2002 and 2001
(10) FORM 5500 RECONCILIATION
The reconciliation of the net assets available for benefits between the
financial statements and the Form 5500 as of December 31 are as follows:
2002 2001
------------ ----------
Net assets available for benefits per the financial statements $ 84,336,532 94,115,331
Benefit obligations currently payable (1,411,454) (365,078)
------------ ----------
Net assets available per the Form 5500 $ 82,925,078 93,750,253
============ ==========
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2002, to the Form
5500.
Benefits paid to participants per the financial statements $ 5,154,691
Amounts currently payable at December 31, 2002 1,411,454
Amounts currently payable at December 31, 2001 (365,078)
-----------
Benefits paid to participants per the Form 5500 $ 6,201,067
===========
9
BUTLER MANUFACTURING COMPANY
401(K) EMPLOYEE SAVINGS TRUST
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Larry C. Miller
-------------------
June 30, 2003 Larry C. Miller
------------- Vice President - Finance,
Date and Chief Financial Officer
10
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
23 Independent Auditors' Consent
99.1 Certification of Periodic Report
99.2 Certification of Periodic Report
11