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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



(Mark One)



| | x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2003
| | - | -----------------------------------------------------------------------------------------------------------------------------



OR



| |  ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
 to
.
| | - | -----------------------------------------------------------------------------------------------------------------------------



Commission File No. 000-31223



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Pemstar Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 41-1771227                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                |  |           
|----------------------------------------------- |  | ----------
|3535 Technology Drive N.W. Rochester, Minnesota |  | 55901     
|(Address of principal executive offices)        |  | (Zip Code)



Registrants
telephone number, including area code: (507) 288-6720



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value



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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



xYes ̈No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ̈Yes     xNo



The aggregate market value of voting stock held by non-affiliates of the registrant, as of September 30, 2002, was approximately $45,023,403 (based on the last sale price
of such stock as reported by the Nasdaq Stock Market National Market).



The
number of shares outstanding of the registrants common stock, $.01 par value, as of June 25, 2003, was 37,560,867.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants Annual Report to Shareholders for the fiscal year ended March 31, 2003 are incorporated by reference into Parts II and IV. Portions of
the registrants Proxy Statement for the Annual Meeting of Shareholders to be held July 24, 2003 are incorporated by reference into Part III.

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EXPLANATORY NOTE



This Form 10-K/A of Pemstar Inc. (together with its subsidiaries collectively referred to as we, us and our) is being filed for the
purpose of amending and restating Items 6, 7 and 8 of Part II and Item 15 of Part IV of our Form 10-K for the fiscal year ended March 31, 2003, filed July 10, 2003 (the 2003 Form 10-K), to reflect the restatement of our Consolidated
Financial Statements as of and for the fiscal years ended March 31, 2003 and March 31, 2002 and update certain information regarding domestic credit facilities. We restated our Consolidated Financial Statements as of and for the fiscal years ended
March 31, 2003 and March 31, 2002 to properly classify our revolving line of credit as a current liability. Subsequent to the filing of our 2003 Form 10-K we determined with the assistance of our accountants, that, in accordance with the Emerging
Issues Task Force conclusions on Issue Number 95-22, Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a Subjective Acceleration Clause and a Lock-Box Arrangement (EITF
95-22), our domestic revolving line of credit should be classified as a current liability. This reclassification had no effect on our total assets, total shareholders equity, net sales, operating loss, net loss or net cash flow provided
by or (used in) operating activities for any period. The information in this Form 10-K/A does not reflect any subsequent information or events other than the restatement set forth below. The changes made to our previously filed 2003 Form 10-K only
relate to such restatement and domestic credit facilities information update.



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PART II.



We hereby amend and restate Item 6, 7 and 8 of the 2003 Form 10-K as follows:



ITEM 6. SELECTED FINANCIAL DATA



The information required by this item is incorporated by reference from the information under the caption Selected Financial Data on pages 10
through 11 of our Annual Report, which is attached hereto as Exhibit 13.1.



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS



The information required by this item is incorporated by reference from the information under the caption Managements Discussion and Analysis
of Financial Condition and Results of Operations on pages 12 through 20 of our Annual Report, which is attached hereto as Exhibit 13.1.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The information required by this item concerning financial statements is incorporated by reference from the information contained on pages 21 through 37
of our Annual Report, which is attached hereto as Exhibit 13.1. The information required by this item concerning supplementary financial information is incorporated by reference from the information on page 39 of our Annual Report under the caption
Quarterly Results of Operations(Unaudited), which is attached hereto as Exhibit 13.1.



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PART IV.



We herby amend and restate Item 15 as follows:



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



(a)(1) Financial Statements



The following consolidated financial statements of Pemstar Inc. and subsidiaries and the Independent Auditors Report thereon, included in Part II,
Item 8, hereof:



Report of Independent Auditors



Consolidated Balance Sheets  March 31, 2003 and March 31, 2002



Consolidated Statements of Operations  Years ended
March 31, 2003, March 31, 2002 and March 31, 2001



Consolidated Statement of Shareholders Equity  Years ended March 31, 2003, March 31, 2002 and March 31, 2001



Consolidated Statements of Cash Flows  Years ended March 31, 2003, March 31, 2002 and March 31, 2001



Notes to Consolidated Financial Statements



(a)(2) Financial Statement Schedules



The consolidated financial statement schedule of Pemstar Inc. and
subsidiaries, required to be filed as part of this Form 10-K are listed below and is included at the end of this Report.



Schedule II  Valuation and Qualifying Accounts  Years ended March 31, 2003, March 31, 2002 and March 31, 2001



All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.



(a)(3) Exhibits Exhibits filed with this amendment



|     |  |                                                                                                                                            
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|13.1 |  | Portions of the 2003 Annual Report to Shareholders incorporated by reference herein.                                                       
|     | 
|23.1 |  | Consent of Ernst & Young LLP.                                                                                                              
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) (Section 302 Certification).                                
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) (Section 302 Certification).                                
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|(c) | Exhibits
|--- | --------



See Exhibit Index and Exhibits attached to this Report.



|(d) | Financial Statement Schedules
|--- | -----------------------------



See Financial Statement Schedule included at the end of this Report.



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Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of Minnesota.



PEMSTAR INC.



|      |  |                   |  |  |  |                                                       |  |                     
|----- |  | ----------------- |  |  |  | ----------------------------------------------------- |  | --------------------
|      |  |                   |  | 
|      |  |                   |  | 
|Date: |  | February 10, 2004 |  |  |  | By:                                                   |  | /s/ Allen J. Berning
|      |  |                   |  |  |  |                                                       |  |                     
|      |  |                   |  |  |  | Allen J. Berning Chairman and Chief Executive Officer



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated



|                                                                                |  |                                                                              |  |                  
|------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -----------------
|Signature                                                                       |  | Title                                                                        |  | Date             
|                                                                                |  |                                                                             
|/s/ Allen J. BerningAllen J. Berning                                            |  | Chairman, Chief Executive Officer and Director (principal executive officer) |  | February 10, 2004
|                                                                                |  |                                                                             
|/s/ Greg S. LeaGreg S. Lea                                                      |  | Chief Financial Officer and Director (principal financial officer)           |  | February 10, 2004
|                                                                                |  |                                                                             
|*Thomas A. Burton                                                               |  | Director                                                                     |  | February 10, 2004
|                                                                                |  |                                                                             
|*Kenneth E. Hendrickson                                                         |  | Director                                                                     |  | February 10, 2004
|                                                                                |  |                                                                             
|*Bruce M. Jaffe                                                                 |  | Director                                                                     |  | February 10, 2004
|                                                                                |  |                                                                             
|Wolf Michel                                                                     |  | Director                                                                     |  |                  
|                                                                                |  |                                                                             
|*Michael Odrich                                                                 |  | Director                                                                     |  | February 10, 2004
|                                                                                |  |                                                                             
|/s/ Larry R. DegenLarry R. Degen                                                |  | Vice President, Principal Accounting Officer (principal accounting officer)  |  | February 10, 2004
|                                                                                |  |                                                                             
|* /s/ Greg S. LeaGreg S. Lea, as attorney-in-fact for directors indicated above |  |                                                                              |  |                  





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Schedule IIValuation and Qualifying Accounts



Pemstar Inc.



|                                               |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|---------------------------------------------- |  | ---------------------------- | ------ | --------------------------- | - | ---------------------------------- |  | ------------------- | ------ |  | ---------------------- | ----- | --- |  | - | ------
|Col. A.                                        |  | Col. B                       |        | Col. C                      |   | Col. D                             |  |                     | Col. E
|(Amounts in thousands)                         |  |                              |        | Additions                   |   |                                    |  |                     |       
|Description                                    |  | Balance atBeginningof Period |        | Charged toCosts andExpenses |   | Charged toOtherAccounts- Described |  | DeductionsDescribed |        |  | Balance atEnd ofPeriod
|YEAR ENDED MARCH 31, 2003                      |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Reserve and allowances deducted from accounts: |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Allowance for uncollectible accounts           |  | $                            | 8,724  |                             | $ | 2,214                              |  | $                   |       |  | $                      | 7,455 | (1) |  | $ | 3,483 
|Allowance for inventory obsolescence           |  |                              | 6,676  |                             |   | 8,055                              |  |                     |       |  |                        | 9,350 | (2) |  |   | 5,381 
|Allowance for deferred tax assets              |  |                              | 26,962 |                             |   | 8,553                              |  |                     |       |  |                        |      |     |  |   | 35,515
|                                               |  |                              |        |                             |  
|YEAR ENDED MARCH 31, 2002                      |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Reserve and allowances deducted from accounts: |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Allowance for uncollectible accounts           |  |                              | 1,234  |                             |   | 8,228                              |  |                     |       |  |                        | 738   | (1) |  |   | 8,724 
|Allowance for inventory obsolescence           |  |                              | 2,154  |                             |   | 5,440                              |  |                     |       |  |                        | 918   | (2) |  |   | 6,676 
|Allowance for deferred tax assets              |  |                              |       |                             |   | 26,962                             |  |                     |       |  |                        |      |     |  |   | 26,962
|                                               |  |                              |        |                             |  
|YEAR ENDED MARCH 31, 2001                      |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Reserve and allowances deducted from accounts: |  |                              |        |                             |   |                                    |  |                     |        |  |                        |       |     |  |   |       
|Allowance for uncollectible accounts           |  |                              | 553    |                             |   | 696                                |  |                     |       |  |                        | 15    | (1) |  |   | 1,234 
|Allowance for inventory obsolescence           |  |                              | 573    |                             |   | 1,747                              |  |                     |       |  |                        | 166   | (2) |  |   | 2,154 

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|(1) | Write-off of accounts receivable determined to be uncollectible.
|--- | ----------------------------------------------------------------

|(2) | Disposal of obsolete inventories.
|--- | ---------------------------------



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EXHIBIT INDEX



|            |  |                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                   
|            | 
|13.1        |  | Portions of the 2003 Annual Report to Shareholders incorporated by reference herein.                                                              
|            | 
|23.1        |  | Consent of Ernst & Young LLP.                                                                                                                     
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) (Section 302 Certification).                                       
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) (Section 302 Certification).                                       
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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