**FORM 10-K/A**

 

**SECURITIES AND EXCHANGE COMMISSION**

 

**Washington,D.C.  20549**

 

**AMENDMENT TO APPLICATION OR REPORT**

 

**Filed pursuant to Section 12, 13,or 15(d) of THE SECURITIES**

**EXCHANGE ACT OF 1934**

 

**ANALYSTS INTERNATIONAL CORPORATION**

**AmendmentNo. 1**

 

The undersigned registrant hereby amends the followingitems, financial statements, exhibits or other portions of its Annual Report onForm 10-K as set forth in the pages attached hereto:

 

The following information relating to the AnalystsInternational Corporation Savings and Investment Plan and required by Form 11-Kfor the Plan year ended December 31, 2002 is included as part of theregistrant’s annual report on Form 10-K, as permitted by Rule 15d-21.

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this amendment to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                              | Analysts International Corporation               |
|-----------------------------------|--------------------------------------------------|
|                              |                                             |
| By:      | /s/ Colleen Davenport                            |   |
|                              | Colleen Davenport  Secretary and General Counsel |

 

 

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

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INDEX

 
|                                                                                                     | **Page** |
|----------------------------------------------------------------------------------------------------------|----------|
| INDEPENDENT AUDITORS’ REPORT                                                                        | 1        |
|                                                                                                     |     |
| FINANCIAL  STATEMENTS — Six Months ended December 31, 2002 and Years ended June 30, 2002  and 2001: |     |
|                                                                                                     |     |
| Statements  of net assets available for plan benefits                                                    | 2        |
|                                                                                                     |     |
| Statements  of changes in net assets available for plan benefits                                         | 3        |
|                                                                                                     |     |
| Supplemental  information on changes in net assets available for plan benefits by type of  fund          | 4        |
|                                                                                                     |     |
| Notes to financial statements                                                                            | 5-7      |
|                                                                                                     |     |
| SUPPLEMENTAL  SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500:                             |     |
|                                                                                                     |     |
|                                                                                                     | I.       | Schedule  H, PART IV, Line 4i - Schedule of Assets (Held at End of Year) | 9 |
|                                                                                                     |     |   |
|                                                                                                     | II.      | Schedule  H, PART IV, Line 4j - Schedule of Reportable Transactions for the Six Months  Ended December 31, 2002 | 10 |

 

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INDEPENDENT AUDITORS’ REPORT

 

Savings and Investment Plan Committee

Analysts International Corporation

Minneapolis, Minnesota

 

We have audited the accompanying statements of net assets available forplan benefits of Analysts International Corporation Savings and Investment Plan(the Plan) as of December 31, 2002, June 30, 2002 and 2001 and the relatedstatements of changes in net assets available for plan benefits for the sixmonths ended December 31, 2002 and the years ended June 30, 2002 and 2001.  These financial statements are theresponsibility of the Plan’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in allmaterial respects, the net assets available for plan benefits as of December31, 2002, June 30, 2002 and 2001 and the changes in net assets available forplan benefits for the six months ended December 31, 2002 and the years endedJune 30, 2002 and 2001 in conformity with accounting principles generallyaccepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on thebasic financial statements taken as a whole. The supplemental information by fund for the six months ended December31, 2002 and the years ended June 30, 2002 and 2001, the supplemental schedulesof Assets Held for Investment Purposes as of December 31, 2002 and ReportableTransactions for the six months ended December 31, 2002 are presented forpurposes of additional analysis of the basic financial statements and forcomplying with the Department of Labor’s Rules and Regulations for Reportingand Disclosure under the Employee Retirement Income Security Act of 1974 andare not a required part of the basic financial statements.  This supplemental information and theseschedules are the responsibility of the Plan’s management.  The supplemental information and scheduleshave been subjected to the auditing procedures applied in the audit of thebasic financial statements and, in our opinion, are fairly stated in allmaterial respects in relation to the basic financial statements taken as awhole.

 
| /s/ Deloitte and Touche LLP |   |
|-----------------------------|--------|
|                        |
| Minneapolis, Minnesota      |
| April 8, 2003               |

 

1

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

STATEMENTS OF NET ASSETSAVAILABLE FOR PLAN BENEFITS

 
|                                         |   | **December  31,** |       | **June 30,** |   |
|----------------------------------------------|--------|-------------------|------------|--------------|--------|
|                                         |   | **2002**          |       | **2002**     |   | **2001** |   |
|                                         |   |              |       |         |   |   |   |
| ASSET -  Investments, stated at market value |   | $                 | 63,058,034 |         | $      | 75,743,767 |   | $ | 92,444,089 |   |
|                                         |   |              |       |         |   |   |   |   |   |   |
| NET ASSETS  AVAILABLE FOR PLAN BENEFITS      |   | $                 | 63,058,034 |         | $      | 75,743,767 |   | $ | 92,444,089 |   |

 

See notes to financialstatements.

 

2

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

STATEMENTS OF CHANGES INNET ASSETS

AVAILABLE FOR PLANBENEFITS

 
|                                                        |   | **Six Months  Ended  December 31,** |       | **Year Ended  June 30,** |   |
|-------------------------------------------------------------|--------|-------------------------------------|------------|--------------------------|--------|
|                                                        |   | **2002**                            |       | **2002**                 |   | **2001** |   |
| NET ASSETS  AVAILABLE FOR PLAN BENEFITS,  beginning of year |   | $                                   | 75,743,767 |                     | $      | 92,444,089 |   | $ | 115,774,435 |   |
|                                                        |   |                                |       |                     |   |   |   |
| ADDITIONS:                                                  |   |                                |       |                     |   |   |   |
| Investment  income                                          |   | 522,089                             |       | 2,513,228                |   | 9,204,203 |   |
| Contributions by  employer                                  |   | 373,322                             |       | 1,009,499                |   | 1,134,650 |   |
| Contributions by  participants                              |   | 3,638,820                           |       | 10,798,658               |   | 20,400,502 |   |
| Net depreciation  in market value of investments            |   | (10,522,167                         | )          | (17,547,528              | )      | (40,729,785 | ) |
|                                                        |   | (5,987,936                          | )          | (3,226,143               | )      | (9,990,430 | ) |
| DEDUCTIONS:                                                 |   |                                |       |                     |   |   |   |
| Distributions to  employer                                  |   | 49,008                              |       | —                   |   | — |   |
| Distributions to  participants                              |   | 6,647,639                           |       | 13,471,929               |   | 13,338,591 |   |
| Loan fees                                                   |   | 1,150                               |       | 2,250                    |   | 1,325 |   |
|                                                        |   |                                |       |                     |   |   |   |
| NET DEDUCTIONS                                              |   | (12,685,733                         | )          | (16,700,322              | )      | (23,330,346 | ) |
|                                                        |   |                                |       |                     |   |   |   |
| NET ASSETS  AVAILABLE FOR PLAN BENEFITS,  end of year       |   | $                                   | 63,058,034 |                     | $      | 75,743,767 |   | $ | 92,444,089 |   |

 

See notes to financialstatements.

 

3

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

SUPPLEMENTAL INFORMATIONON CHANGES IN NET ASSETS

AVAILABLE FOR PLANBENEFITS BY TYPE OF FUND

 

SIX MONTHS ENDED DECEMBER 31,2002 AND YEARS ENDED JUNE 30, 2002 AND 2001

 
|                                                            |   | **Money  Market** |      | **U.S. Govt.  Trust** |   | **High Yield  Trust** |   | **Growth  &  Income** |      | **Voyager  Fund** |   | **OTC  Emerging  Growth** |   | **Global  Equity** |       | **International  Growth** |   |
|-----------------------------------------------------------------|--------|-------------------|-----------|-----------------------|--------|-----------------------|--------|---------------------------|-----------|-------------------|--------|---------------------------|--------|--------------------|------------|---------------------------|--------|
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of June 30, 2000     |   | $                 | 6,741,839 |                  | $      | 3,729,134             |   | $                         | 3,862,691 |              | $      | 16,961,355                |   | $                  | 39,033,969 |                      | $      | 15,822,747 |   | $ | 8,362,126 |   | $ | 3,179,069 |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| ADDITIONS:                                                      |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Investment Income                                               |   | 319,664           |      | 252,140               |   | 423,137               |   | 586,937                   |      | 3,244,863         |   | 2,216,060                 |   | 1,037,532          |       | 249,170                   |   |
| Contributions by employer                                       |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Contributions by participants                                   |   | 959,114           |      | 928,104               |   | 393,563               |   | 3,724,302                 |      | 5,219,055         |   | 2,537,515                 |   | 1,187,819          |       | 1,297,131                 |   |
| Loan payments                                                   |   | 17,781            |      | 18,168                |   | 16,155                |   | 86,216                    |      | 158,191           |   | 116,634                   |   | 54,972             |       | 24,250                    |   |
| Net (depreciation) appreciation in market value of investments  |   |              |      | 88,181                |   | (645,265              | )      | 1,079,099                 |      | (14,543,393       | )      | (11,996,905               | )      | (4,200,290         | )          | (1,046,049                | )      |
|                                                            |   | 1,296,559         |      | 1,286,593             |   | 187,590               |   | 5,476,554                 |      | (5,921,284        | )      | (7,126,696                | )      | (1,919,967         | )          | 524,502                   |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| DEDUCTIONS:                                                     |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Distributions to employer                                       |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Distributions to participants                                   |   | 1,596,177         |      | 681,064               |   | 432,701               |   | 2,246,262                 |      | 4,002,123         |   | 1,317,560                 |   | 782,757            |       | 504,740                   |   |
| Loan fees                                                       |   | 112               |      | 90                    |   | 94                    |   | 295                       |      | 311               |   | 101                       |   | 58                 |       | 86                        |   |
| Loan withdrawals                                                |   | 51,015            |      | 38,150                |   | 42,550                |   | 122,377                   |      | 239,067           |   | 62,879                    |   | 57,243             |       | 28,637                    |   |
|                                                            |   | 1,647,304         |      | 719,304               |   | 475,345               |   | 2,368,934                 |      | 4,241,501         |   | 1,380,540                 |   | 840,058            |       | 533,463                   |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| INTERFUND TRANSFERS                                             |   | (983,895          | )         | 652,027               |   | (147,487              | )      | (584,008                  | )         | 74,530            |   | (493,726                  | )      | (442,676           | )          | (14,785                   | )      |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   | (1,334,640        | )         | 1,219,316             |   | (435,242              | )      | 2,523,612                 |      | (10,088,255       | )      | (9,000,962                | )      | (3,202,701         | )          | (23,746                   | )      |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of June 30, 2001     |   | $                 | 5,407,199 |                  | $      | 4,948,450             |   | $                         | 3,427,449 |              | $      | 19,484,967                |   | $                  | 28,945,714 |                      | $      | 6,821,785 |   | $ | 5,159,425 |   | $ | 3,155,323 |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| ADDITIONS:                                                      |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Investment Income                                               |   | 135,778           |      | 282,481               |   | 387,138               |   | 541,750                   |      | 1,035,604         |   |                      |   |               |       |                      |   |
| Contributions by employer                                       |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Contributions by participants                                   |   | 916,410           |      | 495,695               |   | 314,387               |   | 1,283,363                 |      | 1,730,054         |   | 1,027,113                 |   | 654,583            |       | 597,968                   |   |
| Loan payments                                                   |   | 52,037            |      | 41,813                |   | 17,307                |   | 83,405                    |      | 126,857           |   | 48,911                    |   | 37,317             |       | 26,434                    |   |
| Net (depreciation) appreciation in market value of investments  |   |              |      | 124,297               |   | (440,724              | )      | (3,125,879                | )         | (7,857,444        | )      | (2,585,647                | )      | (1,152,248         | )          | (308,031                  | )      |
|                                                            |   | 1,104,225         |      | 944,286               |   | 278,108               |   | (1,217,361                | )         | (4,964,929        | )      | (1,509,623                | )      | (460,348           | )          | 316,371                   |   |
| DEDUCTIONS:                                                     |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Distributions to participants                                   |   | 1,277,444         |      | 1,208,252             |   | 540,816               |   | 2,492,883                 |      | 3,482,508         |   | 818,926                   |   | 766,646            |       | 506,462                   |   |
| Loan fees                                                       |   | 238               |      | 93                    |   | 91                    |   | 420                       |      | 488               |   | 154                       |   | 164                |       | 169                       |   |
| Loan withdrawals                                                |   | 49,234            |      | 28,028                |   | 19,110                |   | 142,805                   |      | 166,556           |   | 48,440                    |   | 43,392             |       | 41,888                    |   |
|                                                            |   | 1,326,916         |      | 1,236,373             |   | 560,017               |   | 2,636,108                 |      | 3,649,552         |   | 867,520                   |   | 810,202            |       | 548,519                   |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| INTERFUND TRANSFERS                                             |   | 1,064,857         |      | 314,369               |   | 53,409                |   | (279,455                  | )         | (1,296,035        | )      | (238,931                  | )      | (249,849           | )          | 47,697                    |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   | 842,166           |      | 22,282                |   | (228,500              | )      | (4,132,924                | )         | (9,910,516        | )      | (2,616,074                | )      | (1,520,399         | )          | (184,451                  | )      |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of June 30, 2002     |   | $                 | 6,249,365 |                  | $      | 4,970,732             |   | $                         | 3,198,949 |              | $      | 15,352,043                |   | $                  | 19,035,198 |                      | $      | 4,205,711 |   | $ | 3,639,026 |   | $ | 2,970,872 |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| ADDITIONS:                                                      |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Investment Income                                               |   | 42,274            |      | 123,716               |   | 167,526               |   | 90,452                    |      | 123               |   |                      |   | 8,927              |       | 5,381                     |   |
| Contributions by employer                                       |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Contributions by participants                                   |   | 361,176           |      | 307,012               |   | 97,147                |   | 402,653                   |      | 523,131           |   | 292,394                   |   | 202,469            |       | 205,506                   |   |
| Loan payments                                                   |   | 20,217            |      | 14,529                |   | 7,547                 |   | 27,270                    |      | 42,181            |   | 18,107                    |   | 19,511             |       | 13,009                    |   |
| Net (depreciation) appreciation in market value of investments  |   |              |      | 77,587                |   | (93,008               | )      | (1,779,788                | )         | (2,231,941        | )      | (601,123                  | )      | (385,350           | )          | (428,907                  | )      |
|                                                            |   | 423,667           |      | 522,844               |   | 179,212               |   | (1,259,413                | )         | (1,666,506        | )      | (290,622                  | )      | (154,443           | )          | (205,011                  | )      |
| DEDUCTIONS:                                                     |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Distributions to employer                                       |   | 49,008            |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| Distributions to participants                                   |   | 1,261,349         |      | 583,302               |   | 221,945               |   | 972,034                   |      | 1,327,191         |   | 329,973                   |   | 252,678            |       | 361,716                   |   |
| Loan fees                                                       |   | 108               |      | 127                   |   | 69                    |   | 223                       |      | 185               |   | 71                        |   | 81                 |       | 59                        |   |
| Loan withdrawals                                                |   | 19,313            |      | 26,899                |   | 18,763                |   | 60,486                    |      | 49,337            |   | 18,544                    |   | 15,617             |       | 17,257                    |   |
|                                                            |   | 1,329,778         |      | 610,328               |   | 240,777               |   | 1,032,743                 |      | 1,376,713         |   | 348,588                   |   | 268,376            |       | 379,032                   |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| INTERFUND TRANSFERS                                             |   | 241,272           |      | 1,115,842             |   | (62,228               | )      | (522,342                  | )         | (683,343          | )      | (121,215                  | )      | (90,369            | )          | 34,169                    |   |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   | (664,839          | )         | 1,028,358             |   | (123,793              | )      | (2,814,498                | )         | (3,726,562        | )      | (760,425                  | )      | (513,188           | )          | (549,874                  | )      |
|                                                            |   |              |      |                  |   |                  |   |                      |      |              |   |                      |   |               |       |                      |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of December 31, 2002 |   | $                 | 5,584,526 |                  | $      | 5,999,090             |   | $                         | 3,075,156 |              | $      | 12,537,545                |   | $                  | 15,308,636 |                      | $      | 3,445,286 |   | $ | 3,125,838 |   | $ | 2,420,998 |   |

 
|                                                            |   | **Capital  Opportunities** |    | **Vanguard  500** |      | **Janus  Mercury** |   | **Janus  G & I** |      | **Neuberger  Berman  Genesis Trust** |      | **Pending** |   | **Loan  Fund** |    | **AiC  Stock** |   |
|-----------------------------------------------------------------|--------|----------------------------|---------|-------------------|-----------|--------------------|--------|----------------------|-----------|--------------------------------------|-----------|-------------|--------|----------------|---------|----------------|--------|
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of June 30, 2000     |   |                       |    | $                 | 322,320   |               | $      | 1,564,396            |      | $                                    | 903,903   |        |   |           | $       | —         |   | $ | 1,024,182 |   | $ | 14,266,704 |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| ADDITIONS:                                                      |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Investment Income                                               |   |                       |    | 8,646             |      | 264,449            |   | 68,240               |      |                                 |      |        |   | 66,313         |    | 467,052        |   |
| Contributions by employer                                       |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    | 1,134,650      |   |
| Contributions by participants                                   |   |                       |    | 866,259           |      | 1,407,827          |   | 836,775              |      |                                 |      |        |   | 115,888        |    | 927,150        |   |
| Loan payments                                                   |   |                       |    | 12,549            |      | 33,141             |   | 20,375               |      |                                 |      |        |   | (610,761       | )       | 52,329         |   |
| Net (depreciation) appreciation in market value of investments  |   |                       |    | (124,531          | )         | (1,146,377         | )      | (316,901             | )         |                                 |      |        |   |           |    | (7,877,354     | )      |
|                                                            |   |                       |    | 762,923           |      | 559,040            |   | 608,489              |      |                                 |      | —      |   | (428,560       | )       | (5,296,173     | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| DEDUCTIONS:                                                     |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Distributions to employer                                       |   |                       |    | 148,846           |      | 298,048            |   | 138,783              |      |                                 |      |        |   | 233,293        |    | 956,237        |   |
| Distributions to participants                                   |   |                       |    | 46                |      | 44                 |   | 32                   |      |                                 |      |        |   |           |    | 56             |   |
| Loan fees                                                       |   |                       |    | 24,379            |      | 9,894              |   | 9,484                |      |                                 |      |        |   | (721,122       | )       | 35,447         |   |
| Loan withdrawals                                                |   |                       |    | 173,271           |      | 307,986            |   | 148,299              |      |                                 |      | —      |   | (487,829       | )       | 991,740        |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| INTERFUND TRANSFERS                                             |   |                       |    | 446,675           |      | 826,704            |   | 619,366              |      |                                 |      | 148         |   |           |    | 47,127         |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   |                       |    | 1,036,327         |      | 1,077,758          |   | 1,079,556            |      |                                 |      | 148         |   | 59,269         |    | (6,240,786     | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of June 30, 2001     |   |                       |    | $                 | 1,358,647 |               | $      | 2,642,154            |      | $                                    | 1,983,459 |        |   |           | $       | 148            |   | $ | 1,083,451 |   | $ | 8,025,918 |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| ADDITIONS:                                                      |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Investment Income                                               |   |                       |    | 22,185            |      | 5,342              |   | 16,648               |      |                                 |      |        |   | 68,313         |    | 17,989         |   |
| Contributions by employer                                       |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    | 1,009,499      |   |
| Contributions by participants                                   |   | 19,685                     |    | 1,043,272         |      | 1,116,927          |   | 1,010,844            |      | 40,384                               |      |        |   |           |    | 547,973        |   |
| Loan payments                                                   |   | 401                        |    | 33,267            |      | 46,555             |   | 26,381               |      | 2,501                                |      |        |   | (593,294       | )       | 50,108         |   |
| Net (depreciation) appreciation in market value of investments  |   | (26,189)                   |    | (355,048          | )         | (1,028,676         | )      | (398,695             | )         | (50,007                              | )         |        |   |           |    | (343,237       | )      |
|                                                            |   | (6,103)                    |    | 743,676           |      | 140,148            |   | 655,178              |      | (7,122                               | )         | —      |   | (524,981       | )       | 1,282,332      |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| DEDUCTIONS:                                                     |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Distributions to participants                                   |   |                       |    | 350,548           |      | 462,114            |   | 260,027              |      | 24,615                               |      |        |   | 315,510        |    | 965,178        |   |
| Loan fees                                                       |   | 3                          |    | 128               |      | 155                |   | 115                  |      | 7                                    |      |        |   |           |    | 25             |   |
| Loan withdrawals                                                |   | 2,485                      |    | 31,464            |      | 36,378             |   | 30,530               |      | 5,896                                |      |        |   | (656,245       | )       | 10,039         |   |
|                                                            |   | 2,488                      |    | 382,140           |      | 498,647            |   | 290,672              |      | 30,518                               |      | —      |   | (340,735       | )       | 975,242        |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| INTERFUND TRANSFERS                                             |   | 252,875                    |    | 215,589           |      | (93,115            | )      | (204,413             | )         | 705,386                              |      | (147        | )      |           |    | (292,237       | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   | 244,284                    |    | 577,125           |      | (451,614           | )      | 160,093              |      | 667,746                              |      | (147        | )      | (184,246       | )       | 14,853         |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS|  as of June 30, 2002    |   | $                          | 244,284 |              | $         | 1,935,772          |   | $                    | 2,190,540 |                                 | $         | 2,143,552   |   | $              | 667,746 |           | $      | 1 |   | $ | 899,205 |   | $ | 8,040,771 |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| ADDITIONS:                                                      |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Investment Income                                               |   | 3,367                      |    | 19,048            |      |               |   | 9,754                |      | 2,791                                |      |        |   | 24,910         |    | 23,820         |   |
| Contributions by employer                                       |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    | 373,322        |   |
| Contributions by participants                                   |   | 44,822                     |    | 342,109           |      | 292,609            |   | 304,281              |      | 108,648                              |      |        |   | 10,900         |    | 143,963        |   |
| Loan payments                                                   |   | 3,888                      |    | 17,239            |      | 22,549             |   | 13,161               |      | 7,745                                |      |        |   | (241,811       | )       | 14,858         |   |
| Net (depreciation) appreciation in market value of investments  |   | (54,785                    | )       | (217,020          | )         | (165,113           | )      | (267,699             | )         | (47,326                              | )         |        |   |           |    | (4,327,694     | )      |
|                                                            |   | (2,708)                    |    | 161,376           |      | 150,045            |   | 59,497               |      | 71,858                               |      | —      |   | (206,001       | )       | (3,771,731     | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| DEDUCTIONS:                                                     |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| Distributions to employer                                       |   | 6,594                      |    | 299,504           |      | 286,625            |   | 207,811              |      | 73,512                               |      |        |   | 152,609        |    | 310,796        |   |
| Distributions to participants                                   |   | 4                          |    | 22                |      | 53                 |   | 80                   |      | 43                                   |      |        |   |           |    | 25             |   |
| Loan fees                                                       |   | 309                        |    | 2,914             |      | 8,799              |   | 15,971               |      | 4,867                                |      |        |   | (260,209       | )       | 1,133          |   |
| Loan withdrawals                                                |   | 6,907                      |    | 302,440           |      | 295,477            |   | 223,862              |      | 78,422                               |      | —      |   | (107,600       | )       | 311,954        |   |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| INTERFUND TRANSFERS                                             |   | (53,233)                   |    | 143,278           |      | (75,683            | )      | 39,232               |      | 73,023                               |      | 11,224      |   |           |    | (49,627        | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ADDITIONS (DEDUCTIONS)                                      |   | (62,848)                   |    | 2,214             |      | (221,115           | )      | (125,133             | )         | 66,459                               |      | 11,224      |   | (98,401        | )       | (4,133,312     | )      |
|                                                            |   |                       |    |              |      |               |   |                 |      |                                 |      |        |   |           |    |           |   |
| NET ASSETS AVAILABLE FOR PLAN BENEFITS  as of December 31, 2002 |   | $                          | 181,436 |              | $         | 1,937,986          |   | $                    | 1,969,425 |                                 | $         | 2,018,419   |   | $              | 734,205 |           | $      | 11,225 |   | $ | 800,804 |   | $ | 3,907,459 |   |

 

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

NOTES TO FINANCIAL STATEMENTS

 

SIX MONTHS ENDED DECEMBER31, 2002 AND YEARS ENDED JUNE 30, 2002 AND 2001

 

A. Summary of significant accounting policies:

 

Investments are stated at market value using quoted market values.  Promissory notes from participants arestated at the outstanding principal balance.

 

The financial statements have been prepared on the accrual basis ofaccounting.  All security transactionsare recorded on their trade date.

 

Participants have control over the allocation of their account balancesamong each of the thirteen non-AIC Common Stock Funds.  However, because Analysts International(AIC) designates the investment option for the employer matching contributionsin the AIC Common Stock Fund, participants do not have complete control oftheir assets invested in this fund.

 

The preparation of financial statements in conformity with accountingprinciples generally accepted in the United States requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date offinancial statements and the reported amounts of additions and deductionsduring the reporting period.  Actualresults could differ from those estimates.

 

The plan invests in various securities including U.S. Governmentsecurities, corporate debt instruments, and corporate stocks.  Investment securities, in general, areexposed to various risks, such as interest rate, credit, and overall marketvolatility.  Due to the level of riskassociated with certain investment securities, it is reasonably possible that changesin the values of investment securities will occur in the near term and thatsuch changes could materially affect the amounts reported in the statements ofnet assets available for plan benefits.

 

B. The Plan:

 

The Plan became effective January 1, 1985 under Section 401(k) of theInternal Revenue Code for the purpose of providing retirement and otherbenefits to eligible participants.  Anemployee of AIC becomes eligible for the Plan upon commencement of activeservice.

 

Effective July 1, 2002, the Plan was amended to change the plan fiscalyear end from June 30 to December 31. The period ended December 31, 2002 contains six months of operations(from July 1, 2002 to December 31, 2002) and the periods ended June 30, 2002and 2001 contain 12 months of activity.

 

The Plan is funded primarily by employee contributions.  Eligible employees may contribute up to 15%of their gross annual wages for pre-tax saving contributions.  Highly-compensated employees’ contributionsare limited based on discrimination testing performed.  In addition, the Plan allows rollovercontributions from certain qualified retirement plans.

 

Plan participants may choose to invest their pre-tax contributions inone or more of thirteen investment funds offered by the Putnam, Vanguard, Janusand Neuberger Berman Companies and/or the AIC Common Stock Fund.  The thirteen funds include the Putnam MoneyMarket Fund, the Putnam U.S. Government Income Trust, the Putnam High YieldTrust, the Putnam Fund for Growth and Income, the Putnam Voyager Fund, thePutnam OTC Emerging Growth Fund, the Putnam Global Equity Fund

 

5

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(formerly the Putnam Global Growth Fund), the Putnam InternationalGrowth Fund, the Putnam Capital Opportunities Fund, the Vanguard 500 IndexFund, the Janus Mercury Fund, the Janus Growth and Income Fund and theNeuberger Berman Genesis Trust Fund.  Aparticipant’s account (consisting of employee contributions and investmentincome) is fully vested.

 

Participant loans are made in compliance with federal regulations ineffect at the time of the loan. Effective January 1, 2001, the Plan was amended requiring the loanorigination fee to be paid directly to the Trustee.  This loan origination fee is withdrawn directly from the participant’saccount at the date of the loan issue. Participant loans outstanding, included in investments, amounted to$800,804 at December 31, 2002, $899,205 at June 30, 2002 and $1,083,451 at June30, 2001.

 

The Plan provides for employer matching contributions where theemployer matches 18% of the employee’s pre-tax saving contributions, providedthe employee has been employed by the employer for one year or more and is nota highly compensated employee as defined by federal tax laws.  The employer matching contributions areinvested in the AIC Common Stock Fund.

 

Prior to January 1, 2001, a participant’s interest in the employermatching contribution vested at the rate of 20% per year after three years ofservice with 100% vesting after seven years. Effective January 1, 2001 the Plan amended the vesting schedule to avesting rate of 20% per year after one year of service with 100% vesting afterfive years.  Any non-vested portion ofemployer matching contributions to the accounts of participants who withdrawfrom the Plan are forfeited in compliance with federal regulations and used bythe employer to reduce future matching contributions.

 

During March 2001, the participants in the SequoiaNet.com retirementplan were added to the Analysts International Savings and Investment Plan.  This addition was due to the 100%acquisition of SequoiaNet.com by Analysts International in December 2000.  The SequoiaNet.com plan transferred $6,792,415million in net assets to the Plan which is included in contributions by participantsin the Statement of Changes in Net Assets Available for Plan Benefits for theyear ended June 30, 2001.

 

Although the Company has not expressed an intent to discontinue thePlan, it may do so at any time, subject to provisions set forth in the EmployeeRetirement Income Security Act of 1974. If the Plan is terminated, no further contributions will be made.  The trustee will continue to hold the fundsand make distributions as if the Plan had not terminated.

 

C.  Trustee andadministration of the Plan:

 

Putnam Fiduciary Trust Company has been designated as trustee.  Investments of the Plan are held by PutnamInvestor Services, Inc. on behalf of the trustee.

 

The Company has established a Savings and Investment Plan Committee forthe general administration of the Plan.

 

The Company pays the trustee fees on behalf of the Plan.

 

6

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D.  InternalRevenue Service Status:

 

The IRS has issued determinations that the Plan, as originally adoptedJanuary 1, 1985, and as amended thereafter, is a qualified plan for taxpurposes under Sections 401(a) and 401(k) of the Internal Revenue Code and thatthe trust established in connection therewith is exempt from income tax underSection 501(a) of the Code.  The Companybelieves the Plan as presently constituted and operated continues to meet therequirements of Sections 401(a) and 401(k) of the Code and that the relatedtrust is exempt from income tax under Section 501(a) of the Code.

 

E.  Investments:

 
|                                 |   | **December  31,** |       | **June 30,** |   |
|--------------------------------------|--------|-------------------|------------|--------------|--------|
|                                 |   | **2002**          |       | **2002**     |   | **2001** |   |
| Investments at market  value:        |   |              |       |         |   |   |   |
| Putnam Money  Market Fund            |   | $                 | 5,584,526  |         | $      | 6,249,365 |   | $ | 5,407,199 |   |
| Putnam U.S.  Government Income Trust |   | 5,999,090         |       | 4,970,732    |   | 4,948,450 |   |
| Putnam High  Yield Trust             |   | 3,075,156         |       | 3,198,949    |   | 3,427,449 |   |
| Putnam Fund for  Growth and Income   |   | 12,537,545        |       | 15,352,043   |   | 19,484,967 |   |
| Putnam Voyager  Fund                 |   | 15,308,636        |       | 19,035,198   |   | 28,945,714 |   |
| Putnam OTC  Emerging Growth Fund     |   | 3,445,286         |       | 4,205,711    |   | 6,821,785 |   |
| Putnam Global  Equity Fund           |   | 3,125,838         |       | 3,639,026    |   | 5,159,425 |   |
| Putnam  International Growth Fund    |   | 2,420,998         |       | 2,970,872    |   | 3,155,323 |   |
| Putnam Capital  Opportunities Fund   |   | 181,436           |       | 244,284      |   | — |   |
| Vanguard 500  Index Fund             |   | 1,937,986         |       | 1,935,772    |   | 1,358,647 |   |
| Janus Mercury  Fund                  |   | 1,969,425         |       | 2,190,540    |   | 2,642,154 |   |
| Janus Growth  & Income Fund      |   | 2,018,419         |       | 2,143,552    |   | 1983,459 |   |
| Neuberger Berman  Genesis Trust      |   | 734,205           |       | 667,746      |   | — |   |
| Pending Account                      |   | 11,225            |       | 1            |   | 148 |   |
| AiC Common Stock  Fund               |   | 3,907,459         |       | 8,040,771    |   | 8,025,918 |   |
|                                 |   |              |       |         |   |   |   |
|                                 |   | 62,257,230        |       | 74,844,562   |   | 91,360,638 |   |
|                                 |   |              |       |         |   |   |   |
| Promissory notes  from participants  |   | 800,804           |       | 899,205      |   | 1,083,451 |   |
|                                 |   |              |       |         |   |   |   |
|                                 |   | $                 | 63,058,034 |         | $      | 75,743,767 |   | $ | 92,444,089 |   |

 

F.  BenefitsPayable:

 

As of December 31, 2002, June 30, 2002 and 2001, net assets availablefor plan benefits included benefits of $2,063,770, $1,444,480 and $1,933,128respectively, due to participants who have withdrawn from participation in theplan.  These amounts will be reported onSchedule H, Line 1g, of the Plan’s annual report on Form 5500 when filed.

 

7

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**SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TOTHE REQUIREMENTS OF FORM 5500**

 

8

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENT PLAN

EIN 41-0905408, PLAN522233

 

SCHEDULE HPART IVLINE 4iSCHEDULE OF ASSETS (HELD AT END OF YEAR)

 
|                                                                                |   | **Number of  Shares** |   | **Cost**   |       | **Fair  Value** |   |
|-------------------------------------------------------------------------------------|--------|-----------------------|--------|------------|------------|-----------------|--------|
| MUTUAL FUNDS:                                                                       |   |                  |   |       |       |            |   |
| Putnam Money  Market Fund *                                                         |   | 5,584,526             |   | $          | 5,584,526  |            | $      | 5,584,526 |   |
| Putnam U.S.  Government Income Trust *                                              |   | 453,103               |   | 6,071,789  |       | 5,999,090       |   |
| Putnam High  Yield Trust *                                                          |   | 446,322               |   | 5,593,308  |       | 3,075,156       |   |
| Putnam Fund for  Growth and Income *                                                |   | 886,672               |   | 14,128,855 |       | 12,537,545      |   |
| Putnam Voyager  Fund *                                                              |   | 1,204,456             |   | 17,622,670 |       | 15,308,636      |   |
| Putnam OTC  Emerging Growth Fund *                                                  |   | 683,589               |   | 11,660,839 |       | 3,445,286       |   |
| Putnam Global  Equity Fund *                                                        |   | 528,907               |   | 6,332,931  |       | 3,125,838       |   |
| Putnam  International Growth Fund  *                                           |   | 147,532               |   | 3,322,806  |       | 2,420,998       |   |
| Putnam Capital  Opportunities Fund *                                                |   | 23,810                |   | 262,410    |       | 181,436         |   |
| Vanguard 500  Index Fund                                                            |   | 23,882                |   | 2,635,964  |       | 1,937,986       |   |
| Janus Mercury  Fund                                                                 |   | 133,430               |   | 4,377,875  |       | 1,969,425       |   |
| Janus Growth  & Income Fund                                                     |   | 86,479                |   | 3,014,681  |       | 2,018,419       |   |
| Neuberger Berman  Genesis Trust Fund                                                |   | 26,091                |   | 831,537    |       | 734,205         |   |
| Pending Account                                                                     |   |                  |   | 11,225     |       | 11,225          |   |
| AiC COMMON STOCK  FUND *                                                            |   | 1,973,464             |   | 17,391,192 |       | 3,907,459       |   |
| PROMISSORY NOTES  FROM PARTICIPANTS*                                                |   |                  |   | 800,804    |       | 800,804         |   |
| Interest rates  ranging from 5.00% to 9.00% with maturity dates through March, 2006 |   |                  |   |       |       |            |   |
|                                                                                |   |                  |   | $          | 99,643,412 |            | $      | 63,058,034 |   |

 

----

* Known to be a party-in-interest.

 

9

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ANALYSTS INTERNATIONALCORPORATION

SAVINGS AND INVESTMENTPLAN

 

SCHEDULE HPART IVLINE 4jSCHEDULE OF REPORTABLE TRANSACTIONS

FORTHE SIX MONTHS ENDED DECEMBER 31, 2002

 
| **Identity of  Party Involved**  |   | **Description  of  Transaction** |   | **Purchase  Price** |    | **Selling  Price** |    | **Cost of  Asset** |   | **Current  Value  of Assets on  Transaction Date** |   | **Net Loss** |    |
|----------------------------------|--------|----------------------------------|--------|---------------------|---------|--------------------|---------|--------------------|--------|----------------------------------------------------|--------|--------------|---------|
| Putnam Fiduciary  Trust Company* |   | Purchases Of  AiC Stock          |   | $                   | 555,963 |               |    |               | $      | 555,963                                            |   | $            | 555,963 |   |   |   |
|                             |   |                             |   |                |    |               |    |               |   |                                               |   |         |    |   |   |   |
| Putnam Fiduciary  Trust Company* |   | Sales of AiC  Stock              |   |                |    | $                  | 361,580 |               | $      | 614,384                                            |   | $            | 361,580 |   | ($252,804 | ) |
|                                  |        |                                  |        |                     |         |                    |         |                    |        |                                                    |        |              |         |  |  |  |  |

 

----

*Known to be a party-in-interest.

 

10

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SIGNATURES

 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF1934, the trustees (or other persons who administer the Plan) have duly causedthis annual report to be signed by the undersigned thereunto duly authorized.

 
| Date: 4/25/03 |   |                                                            |
|---------------|--------|-----------------------------------------------------------------|
|          |   | ANALYSTS INTERNATIONAL CORPORATION  SAVINGS AND INVESTMENT PLAN |
|          |   |                                                            |
|          |   |                                                            |
|          |   | By:                                                             | /s/ Colleen Davenport |   |
|          |   | Colleen Davenport, member of the Plan  Committee                |
|               |        |                                                                 |  |  |

 

11

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EXHIBIT INDEX

 

| No.    |   | Exhibit                            |
|--------|--------|------------------------------------|
|   |   |                               |
| 24.    |   | Independent Auditors’ Consent |

 

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