UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ýQuarterly Report Pursuant to SectionQUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2017January 4, 2020
OR
¨

Transition Report Pursuant to SectionTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-14423

plexuslogoa.jpgplxslogoq1f20.gif
PLEXUS CORP.
(Exact name of registrant as specified in charter)


Wisconsin 39-1344447
(State or other jurisdiction of Incorporation)incorporation) (IRSI.R.S. Employer Identification No.)
One Plexus Way
Neenah, Wisconsin54957
(Address of principal executive offices)(Zip (Zip Code)
Telephone Number (920) (920969-6000
(Registrant’s telephone number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valuePLXSThe Nasdaq Global Select Market
Indicate by check mark whether the registrantregistrant: (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.    Yesýx    No  ¨o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesýx    No  ¨o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerý
x
Accelerated filer¨
Non-accelerated filer  ¨
Smaller reporting company¨
Emerging growth company¨
(Do not check if a smaller reporting company)  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of January 30, 2018,February 4, 2020, there were 33,689,31929,355,176 shares of Common Stock of the Companycommon stock outstanding.


PLEXUS CORP.
TABLE OF CONTENTS
December 30, 2017January 4, 2020
 
  

PART I.     FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS


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

 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Net sales $677,294
 $635,019
 $852,409
 $765,544
Cost of sales 613,771
 570,663
 773,219
 693,161
Gross profit 63,523
 64,356
 79,190
 72,383
Selling and administrative expenses 31,966
 30,453
 39,256
 35,432
Operating income 31,557
 33,903
 39,934
 36,951
Other income (expense):        
Interest expense (3,725) (3,274) (4,132) (2,249)
Interest income 1,555
 1,071
 645
 525
Miscellaneous (346) (674)
Miscellaneous, net (2,173) (1,112)
Income before income taxes 29,041
 31,026
 34,274
 34,115
Income tax expense 127,534
 2,847
 3,268
 11,889
Net (loss) income $(98,493) $28,179
(Loss) earnings per share:    
Net income $31,006
 $22,226
Earnings per share:    
Basic $(2.93) $0.84
 $1.06
 $0.71
Diluted $(2.93) $0.82
 $1.03
 $0.69
Weighted average shares outstanding:        
Basic 33,567
 33,534
 29,147
 31,403
Diluted 33,567
 34,544
 30,065
 32,286
Comprehensive (loss) income:    
Net (loss) income $(98,493) $28,179
Other comprehensive income (loss):    
Comprehensive income:    
Net income $31,006
 $22,226
Other comprehensive income (loss) :    
Derivative instrument fair value adjustment 1,539
 (5,403) 2,223
 378
Foreign currency translation adjustments 2,142
 (11,359) 5,204
 (1,871)
Other comprehensive income (loss) 3,681
 (16,762) 7,427
 (1,493)
Total comprehensive (loss) income $(94,812) $11,417
Total comprehensive income $38,433
 $20,733
The accompanying notes are an integral part of these condensed consolidated financial statements.



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


 December 30, 2017 September 30, 2017 January 4,
2020
 September 28,
2019
ASSETS        
Current assets:        
Cash and cash equivalents $506,694
 $568,860
 $252,914
 $223,761
Restricted cash 8,157
 394
 2,208
 2,493
Accounts receivable, net of allowances of $1,049 and $980, respectively 334,776
 365,513
Inventories 669,894
 654,642
Accounts receivable, net of allowances of $1,194 and $1,537, respectively 461,705
 488,284
Contract assets 107,040
 90,841
Inventories, net 735,803
 700,938
Prepaid expenses and other 31,362
 28,046
 33,719
 31,974
Total current assets 1,550,883
 1,617,455
 1,593,389
 1,538,291
Property, plant and equipment, net 318,358
 314,665
 387,509
 384,224
Deferred income tax assets 5,302
 5,292
Other 41,664
 38,770
Operating lease right-of-use assets 79,318
 
Deferred income taxes 14,127
 13,654
Other assets 35,761
 64,714
Total non-current assets 365,324
 358,727
 516,715
 462,592
Total assets $1,916,207
 $1,976,182
 $2,110,104
 $2,000,883
        
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities:        
Current portion of long-term debt and capital lease obligations $179,881
 $286,934
Current portion of long-term debt and finance lease obligations $67,847
 $100,702
Accounts payable 420,984
 413,999
 515,484
 444,944
Customer deposits 102,823
 107,837
 137,014
 139,841
Accrued salaries and wages 52,483
 49,376
 52,527
 73,555
Other accrued liabilities 61,006
 49,445
 116,979
 106,461
Total current liabilities 817,177
 907,591
 889,851
 865,503
Long-term debt and capital lease obligations, net of current portion 26,047
 26,173
Long-term debt and finance lease obligations, net of current portion 186,827
 187,278
Long-term accrued income taxes payable 99,897
 
 59,572
 59,572
Deferred income tax liabilities 21,906
 
Long-term operating lease liabilities 41,764
 
Deferred income taxes payable 6,463
 5,305
Other liabilities 17,331
 16,479
 17,255
 17,649
Total non-current liabilities 165,181
 42,652
 311,881
 269,804
Total liabilities 982,358
 950,243
 1,201,732
 1,135,307
Commitments and contingencies 
 
 

 

Shareholders’ equity:        
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or outstanding 
 
 
 
Common stock, $.01 par value, 200,000 shares authorized, 52,231 and 51,934 shares issued, respectively, and 33,607 and 33,464 shares outstanding, respectively 522
 519
Common stock, $.01 par value, 200,000 shares authorized, 53,226 and 52,917 shares issued, respectively, and 29,222 and 29,004 shares outstanding, respectively 532
 529
Additional paid-in capital 567,562
 555,297
 609,168
 597,401
Common stock held in treasury, at cost, 18,624 and 18,470 shares, respectively (583,651) (574,104)
Common stock held in treasury, at cost, 24,004 and 23,913 shares, respectively (899,577) (893,247)
Retained earnings 950,713
 1,049,206
 1,208,606
 1,178,677
Accumulated other comprehensive loss (1,297) (4,979) (10,357) (17,784)
Total shareholders’ equity 933,849
 1,025,939
 908,372
 865,576
Total liabilities and shareholders’ equity $1,916,207
 $1,976,182
 $2,110,104
 $2,000,883
The accompanying notes are an integral part of these condensed consolidated financial statements.


PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
Unaudited

  Three Months Ended
  January 4,
2020
 December 29,
2018
Common stock - shares outstanding    
Beginning of period 29,004
 31,838
Exercise of stock options and vesting of other stock awards 309
 24
Treasury shares purchased (91) (870)
End of period 29,222
 30,992
     
Total stockholders' equity, beginning of period $865,576
 $921,143
Common stock - par value    
Beginning of period 529
 526
Exercise of stock options and vesting of other stock awards 3
 
End of period 532
 526
Additional paid-in capital    
Beginning of period 597,401
 581,488
Stock-based compensation expense 5,046
 4,753
Exercise of stock options and vesting of other stock awards, including tax benefits 6,721
 770
End of period 609,168
 587,011
Treasury stock    
Beginning of period (893,247) (711,138)
Treasury shares purchased (6,330) (50,051)
End of period (899,577) (761,189)
Retained earnings    
Beginning of period 1,178,677
 1,062,246
Net income 31,006
 22,226
Cumulative effect adjustment for adoption of new accounting pronouncements (1) (1,077) 7,815
End of period 1,208,606
 1,092,287
Accumulated other comprehensive (loss) income    
Beginning of period (17,784) (11,979)
Other comprehensive income (loss) 7,427
 (1,493)
End of period (10,357) (13,472)
Total stockholders' equity, end of period $908,372
 $905,163
(1) See Note 1, "Basis of Presentation," for a discussion of recently adopted accounting pronouncements.
The accompanying notes are an integral part of these condensed consolidated financial statements.

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


 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Cash flows from operating activities        
Net (loss) income $(98,493) $28,179
Adjustments to reconcile net (loss) income to net cash flows from operating activities:    
Depreciation 11,702
 11,449
Amortization of deferred financing fees 78
 77
Gain on sale of property, plant and equipment, net (124) (111)
Net income $31,006
 $22,226
Adjustments to reconcile net income to net cash flows from operating activities:    
Depreciation and amortization 13,965
 12,574
Deferred income taxes 21,906
 
 1,666
 943
Share-based compensation expense 3,896
 3,625
 5,046
 4,753
Changes in operating assets and liabilities:    
Other, net 57
 51
Changes in operating assets and liabilities, excluding impacts of acquisition:    
Accounts receivable 31,461
 68,537
 28,746
 (34,240)
Contract assets (15,864) (6,339)
Inventories (14,016) (5,570) (31,626) (74,344)
Other current and noncurrent assets (4,453) (4,808) (2,829) (2,221)
Accrued income taxes payable 106,156
 394
 (2,898) 10,811
Accounts payable 8,756
 (18,635) 64,965
 7,928
Customer deposits (5,195) (417) (3,382) 22,050
Other current and noncurrent liabilities 7,432
 (3,269) (14,140) 2,467
Cash flows provided by operating activities 69,106
 79,451
Cash flows provided by (used in) operating activities 74,712
 (33,341)
Cash flows from investing activities        
Payments for property, plant and equipment (16,702) (6,950) (13,675) (24,903)
Proceeds from sales of property, plant and equipment 173
 124
 283
 49
Business acquisition 
 1,180
Cash flows used in investing activities (16,529) (6,826) (13,392) (23,674)
Cash flows from financing activities        
Borrowings under credit facility and other short-term borrowings 216,314
 73,597
Payments on debt and capital lease obligations (324,192) (73,475)
Borrowings under debt agreements 157,020
 231,500
Payments on debt and finance lease obligations (190,470) (229,469)
Repurchases of common stock (9,547) (7,061) (6,330) (50,051)
Proceeds from exercise of stock options 8,513
 5,124
 9,850
 796
Payments related to tax withholding for share-based compensation (141) (2,360) (3,126) (26)
Cash flows used in financing activities (109,053) (4,175) (33,056) (47,250)
Effect of exchange rate changes on cash and cash equivalents 2,073
 (3,567) 604
 (548)
Net (decrease) increase in cash and cash equivalents and restricted cash (54,403) 64,883
Net increase (decrease) in cash and cash equivalents and restricted cash 28,868
 (104,813)
Cash and cash equivalents and restricted cash:        
Beginning of period 569,254
 432,964
 226,254
 297,686
End of period $514,851
 $497,847
 $255,122
 $192,873
The accompanying notes are an integral part of these condensed consolidated financial statements.





PLEXUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 30, 2017JANUARY 4, 2020 AND DECEMBER 31, 201629, 2018
Unaudited

1.    Basis of Presentation
Basis of Presentation:
The accompanying Condensed Consolidated Financial Statements included herein have been prepared by Plexus Corp. and its subsidiaries (together “Plexus” or the “Company”) without audit and pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In the opinion of the Company, theThe accompanying Condensed Consolidated Financial Statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the consolidated financial position of the Company as of December 30, 2017January 4, 2020 and September 30, 2017, and28, 2019, the results of operations and shareholders' equity for the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, and the cash flows for the same three month periods.
The Company’s fiscal year ends on the Saturday closest to September 30. The Company uses a “4-4-5” weekly accounting system for the interim periods in each quarter. Each quarter, therefore, ends on a Saturday at the end of the 4-4-5 period. Periodically, an additional week must be added to the fiscal year to re-align with the Saturday closest to September 30. AllFiscal 2020 includes 53 weeks; therefore, the first quarter of fiscal 2020 included 14 weeks while all other fiscal quarters presented herein included 13 weeks.
Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to the SEC’s rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s 20172019 Annual Report on Form 10-K.
Certain prior period amounts have been reclassified to conform to the current period presentation.
Recently IssuedAdopted Accounting Pronouncements Not Yet Adopted:
In August 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-12 related to the accounting for hedging activities. The pronouncement expands and refines hedge accounting, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This guidance is effective for the Company beginning in the first quarter of fiscal year 2020 and early adoption is permitted. The Company is finalizing its assessment of the impact of the guidance, but does not believe it will have a material impact on the Company's Condensed Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-16 related to the income tax consequences of intra-entity transfers of assets other than inventory. The new standard eliminates the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences when the transfer occurs. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019 and early adoption is permitted. This guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently assessing the impact this new standard may have on its Condensed Consolidated Financial Statements.
In August 2016, the FASB issued ASU 2016-15 related to the classification of certain cash receipts and cash payments, which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new standard addresses certain issues where diversity in practice was identified. It also amends existing guidance, which is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities and clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted. The Company is currently assessing the impact this new standard may have on its Condensed Consolidated Statements of Cash Flows.
In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize most leases on their balance sheets but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. This guidance is effective for the Company

beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is currently in the process of assessing the impact of the adoption of the new standard on its Condensed Consolidated Financial Statements and the timing of adoption.Pronouncements:
In May 2014, the FASB issued ASU 2014-09, which requires an entity to recognize revenue relating to contracts with customers that depicts the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services ("Topic 606"). On September 30, 2018, the Company adopted and applied Topic 606 to all contracts using the modified retrospective method of adoption. Upon adoption, the Company recognized an increase to its fiscal 2019 beginning Retained earnings balance of $7.8 million.
In February 2016, the FASB issued ASU 2016-02 (“Topic 842”), which is intended to improve financial reporting of lease transactions by requiring lessees to recognize most leases as a right-of-use (“ROU”) asset and lease liability on their balance sheets for the rights and obligations created by leases, but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. ASU 2016-02 also requires disclosures enabling users of financial statements to understandregarding the nature, amount, timing and uncertaintyjudgments related to accounting for an entity’s leases and related cash flows.
On September 29, 2019, the Company adopted Topic 842 using the modified retrospective method of revenueadoption, which allows financial information for comparative periods prior to adoption not to be updated. The Company recognized right-of-use assets and cash flows arising fromoperating lease liabilities on its Consolidated Balance Sheets, but the standard did not have a material impact on its Consolidated Statements of Comprehensive Income or Consolidated Statements of Cash Flows.
ASC 842 provides optional practical expedients to assist with transition to the new standard. Management elected the package of practical expedients offered, which allows entities to not reassess: (i) whether any contracts prior to the adoption date are or contain leases, (ii) lease classification, and (iii) whether capitalized initial direct costs continue to meet the definition of initial direct costs under the new guidance.  For all new and modified leases after adoption, management elected the short-term lease recognition exemption for all of the Company’s leases that qualify, in addition to the practical expedient to not separate lease and nonlease components. Refer to Note 7, "Leases," for further information.
In August 2017, the FASB issued ASU 2017-12 related to the accounting for hedging activities. The pronouncement expands and refines hedge accounting, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the

assessment of hedge effectiveness. The Company adopted this guidance during the first quarter of fiscal 2020 with customersno material impact to the Company's Consolidated Financial Statements; however, the impact of the new standard on future periods will depend on the facts and circumstances of future transactions.
Recently Issued Accounting Pronouncements Not Yet Adopted:
In June 2016, the FASB issued ASU 2016-13, which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and required consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019.
2021. Early adoption is permitted. The Company developed a comprehensive project plan that includes a global cross-functional teamis currently in the process of representatives to conduct an assessmentassessing the impact of Topic 606 and its potential impacts on the Company. The project plan includes analyzing the standard’s impact on the Company’s various revenue streams, comparing its historical accounting policies and practices to the requirementsadoption of the new standard and identifying potential differences from applying the requirements of the new standard toon its contracts. The Company is in the process of identifying and implementing appropriate changes to its current accounting policies, business processes, systems and controls to support revenue recognition and disclosures under Topic 606.
The Company has determined that the new standard will result in a change to the timing of revenue recognition for a significant portion of the Company's revenue, whereby revenue will be recognized "over time," as products are produced, as opposed to at a "point in time" upon physical delivery. The new standard could have a material impact on the Company's consolidated financial statements upon initial adoption, primarily as the Company recognizes an increase in contract assets for unbilled receivables with a corresponding reduction in finished goods and work-in-process inventory. The Company presently expects to adopt Topic 606 at the beginning of fiscal 2019 using the modified retrospective approach.Consolidated Financial Statements.
The Company believes that no other recently issued accounting standards will have a material impact on its Consolidated Financial Statements, or apply to its operations.

2.    Inventories
Inventories as of December 30, 2017January 4, 2020 and September 30, 201728, 2019 consisted of the following (in thousands):
  January 4,
2020
 September 28,
2019
Raw materials $599,624
 $577,545
Work-in-process 51,732
 49,315
Finished goods 84,447
 74,078
Total inventories, net $735,803
 $700,938

  December 30, 2017 September 30, 2017
Raw materials $501,323
 $477,921
Work-in-process 85,634
 86,367
Finished goods 82,937
 90,354
Total inventories $669,894
 $654,642
In certain circumstances, per contractual terms, customer deposits are received by the Company to offset obsolete and excess inventory risks. The total amount of customer deposits related to inventory and included within current liabilities on the accompanying Condensed Consolidated Balance Sheets as of December 30, 2017January 4, 2020 and September 30, 201728, 2019 was $102.1$134.0 million and $106.2$136.5 million, respectively.

3.Debt, CapitalFinance Lease Obligations and Other Financing
Debt, capitalfinance lease obligations and other obligationsfinancing as of December 30, 2017January 4, 2020 and September 30, 2017,28, 2019 consisted of the following (in thousands):
  January 4,
2020
 September 28,
2019
4.05% Senior Notes, due June 15, 2025 $100,000
 $100,000
4.22% Senior Notes, due June 15, 2028 50,000
 50,000
Borrowings under the credit facility 62,000
 95,000
Finance lease and other financing obligations 44,114
 44,492
Unamortized deferred financing fees (1,440) (1,512)
Total obligations 254,674

287,980
Less: current portion (67,847) (100,702)
Long-term debt and finance lease obligations, net of current portion $186,827
 $187,278

  December 30, 2017 September 30, 2017
5.20% Senior notes, due June 15, 2018 $175,000
 $175,000
Borrowings under the credit facility 
 108,000
Capital lease and other financing obligations 31,644
 30,901
Unamortized deferred financing fees (716) (794)
Total obligations 205,928

313,107
Less: current portion (179,881) (286,934)
Long-term debt and capital lease obligations, net of current portion $26,047
 $26,173

TheOn June 15, 2018, the Company has outstanding 5.20%entered into a Note Purchase Agreement (the “2018 NPA”) pursuant to which it issued an aggregate of $150.0 million in principal amount of unsecured senior notes, consisting of $100.0 million in principal amount of 4.05% Series A Senior Notes, due on June 15, 2025, and $50.0 million in principal amount of 4.22% Series B Senior Notes, due on June 15, 2028 (collectively, the “2018 Notes”), in a private placement. The 2018 (the "Notes"). AsNPA includes customary operational and financial covenants with which the Company is required to comply, including, among others, maintenance of December 30, 2017 and September 30, 2017, $175.0 million was outstanding. The related Note Purchase Agreement contains certain financial covenants, which includeratios such as a maximum total leverage ratio and a minimum interest coverage ratio andratio. The 2018 Notes may be prepaid in whole

or in part at any time, subject to payment of a minimum net worth test, all as defined inmake-whole amount; interest on the agreement.2018 Notes is payable semiannually. As of December 30, 2017,January 4, 2020, the Company was in compliance with all suchthe covenants relating tounder the Notes and2018 NPA.
On May 15, 2019, the Note Purchase Agreement.
The Company also has arefinanced its then-existing senior unsecured revolving credit facility (the "Prior Credit Facility") by entering into a new 5-year senior unsecured revolving credit facility (collectively with the Prior Credit Facility, referred to as the "Credit Facility"), with awhich expanded the maximum commitment from $300.0 million to $350.0 million and extended the maturity from July 5, 2021 to May 15, 2024. The maximum commitment that expires on July 5, 2021. Theunder the Credit Facility may be further increased to $500.0$600.0 million, generally by mutual agreement of the Company and the lenders, subject to certain customary conditions. During the three months ended December 30, 2017,January 4, 2020, the highest daily borrowing was $193.0$164.5 million; the average daily borrowings were $134.2 million and the$128.1 million. The Company borrowed $215.5$156.5 million and repaid $323.5$189.5 million of revolving borrowings under the Credit Facility. TheFacility during the three months ended January 4, 2020. As of January 4, 2020, the Company was in compliance with all financial covenants relating to the Credit Agreement, which are generally consistent with those in the Note Purchase Agreement2018 NPA discussed above. The Company is required to pay a commitment fee on the daily unused revolver credit commitment based on the Company's leverage ratio; the fee was assessed at an annual rate of 0.175%, payable quarterly,0.125% as of December 30, 2017.January 4, 2020.
The fair value of the Company’s debt, excluding capitalfinance leases, was $175.2$219.4 million and $284.5$252.3 million as of December 30, 2017January 4, 2020 and September 30, 2017,28, 2019, respectively. The carrying value of the Company's debt, excluding capitalfinance leases, was $175.0$212.0 million and $283.0$245.0 million as of December 30, 2017January 4, 2020 and September 30, 2017,28, 2019, respectively. If measured at fair value in the financial statements, the Company's debt would be classified as Level 2 in the fair value hierarchy. Refer to Note 4, "Derivatives," for further information regarding the Company's fair value calculations and classifications.

4.    Derivatives
Derivatives:
All derivatives are recognized in the accompanying Condensed Consolidated Balance Sheets at their estimated fair value. The Company uses derivatives to manage the variability of foreign currency obligations. The Company has cash flow hedges related to variable rate debt and forecasted foreign currency obligations, in addition to non-designated hedges to manage foreign currency exposures associated with certain foreign currency denominated assets and liabilities. The Company does not enter into derivatives for speculative purposes.
U.S. GAAP, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. Accordingly, theThe Company designates some foreign currency exchange contracts as cash flow hedges of forecasted foreign currency expenses.
Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in "Accumulated other comprehensive loss" in the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. In the next twelve months, the Company estimates that $3.6$1.6 million of unrealized gains, net of tax, related to cash flow hedges will be reclassified from other comprehensive income (loss) into earnings. Changes in the fair value of the non-designated derivatives related to recognized foreign currency denominated assets and liabilities are recorded in "Miscellaneous, other income (expense)"net" in the accompanying Condensed Consolidated Statements of Comprehensive Income.Income (Loss).
The Company enters into forward currency exchange contracts for its Malaysian operations in Malaysia and Mexico on a rolling basis. The Company had cash flow hedges outstanding with a notional value of $68.4$79.8 million as of December 30, 2017January 4, 2020, and $67.0$80.0 million as of September 30, 2017.28, 2019. These forward currency contracts fix the exchange rates for the settlement of future foreign currency obligations that have yet to be realized. The total fair value of the forward currency exchange contracts was a $3.6$1.6 million asset as of December 30, 2017January 4, 2020, and a $2.0$0.6 million assetliability as of September 30, 2017.28, 2019.
The Company had additional forward currency exchange contracts outstanding as of December 30, 2017,January 4, 2020, with a notional value of $17.8$17.2 million; there were $10.6$34.4 million such contracts outstanding as of September 30, 2017.28, 2019. The Company did not designate these derivative instruments as hedging instruments. In accordance with U.S. GAAP, theThe net settlement amount (fair value) related to these contracts is recorded on the Condensed Consolidated Balance Sheets as either a current or long-term asset or liability, depending on the term, and as an element of "Miscellaneous, other income (expense).net." The total fair value of these derivatives was a $0.3$0.1 million liabilityasset as of December 30, 2017,January 4, 2020, and a $0.1$0.9 million liabilityasset as of September 30, 2017.28, 2019.








The tables below present information regarding the fair values of derivative instruments and the effects of derivative instruments on the Company’s Condensed Consolidated Financial Statements:
Fair Values of Derivative Instruments (in thousands)
   Derivative Assets Derivative Liabilities
      January 4,
2020
 September 28,
2019
    January 4,
2020
 September 28,
2019
Derivatives designated as hedging instruments 
Balance Sheet
Classification
 Fair Value Fair Value 
Balance Sheet
Classification
 Fair Value Fair Value
Forward currency forward contracts Prepaid expenses and other $1,581
 $156
 Other accrued liabilities $
 $798
Fair Values of Derivative Instruments
In thousands of dollars
   Asset Derivatives Liability Derivatives
      December 30,
2017
 September 30,
2017
    December 30,
2017
 September 30,
2017
Derivatives designated as hedging instruments 
Balance Sheet
Classification
 Fair Value Fair Value 
Balance Sheet
Classification
 Fair Value Fair Value
Forward currency forward contracts Prepaid expenses and other $3,642
 $2,024
 Other accrued liabilities $
 $

Fair Values of Derivative Instruments (in thousands)
   Derivative Assets Derivative Liabilities
      January 4,
2020
 September 28,
2019
    January 4,
2020
 September 28,
2019
Derivatives not designated as hedging instruments 
Balance Sheet
Classification
 Fair Value Fair Value 
Balance Sheet
Classification
 Fair Value Fair Value
Forward currency forward contracts Prepaid expenses and other $81
 $912
 Other accrued liabilities $72
 $54
Fair Values of Derivative Instruments
In thousands of dollars
   Asset Derivatives Liability Derivatives
      December 30,
2017
 September 30,
2017
    December 30,
2017
 September 30,
2017
Derivatives not designated as hedging instruments 
Balance Sheet
Classification
 Fair Value Fair Value 
Balance Sheet
Classification
 Fair Value Fair Value
Forward currency forward contracts Prepaid expenses and other $28
 $35
 Other accrued liabilities $351
 $118

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) ("OCL") (in thousands)
for the Three Months Ended
Derivatives in Cash Flow Hedging Relationships Amount of Income (Loss) Recognized in OCL on Derivatives
 January 4, 2020 December 29, 2018
Forward currency forward contracts $2,185
 $(388)
Derivative Impact on Accumulated Other Comprehensive Loss ("OCL")
for the Three Months Ended

In thousands of dollars
Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) ("OCI") on Derivatives (Effective Portion)  
 December 30, 2017 December 31, 2016
Interest rate swaps $
 $(11)
Forward currency forward contracts $2,714
 $(5,218)

Derivative Impact on (Loss) Gain Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands)
for the Three Months Ended
Derivatives in Cash Flow Hedging Relationships Classification of Loss Reclassified from Accumulated OCL into Income Amount of Loss Reclassified from Accumulated OCL into Income
  January 4, 2020 December 29, 2018
Forward currency forward contracts Cost of sales $(27) $(684)
Forward currency forward contracts Selling and administrative expenses $(11) $(82)
Derivative Impact on Gain (Loss) Recognized in Income
for the Three Months Ended

In thousands of dollars
Derivatives in Cash Flow Hedging Relationships Classification of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
  December 30, 2017 December 31, 2016
Interest rate swaps Interest expense $
 $(107)
Forward currency forward contracts Selling and administrative expenses $105
 $21
Forward currency forward contracts Cost of sales $991
 $181
Treasury Rate Locks Interest expense $79
 $79

Derivatives Not Designated as Hedging Instruments Location of Gain Recognized on Derivatives in Income Amount of (Loss) Gain on Derivatives Recognized in Income
  January 4, 2020 December 29, 2018
Forward currency forward contracts Miscellaneous, net $(410) $787
Derivatives Not Designated as Hedging Instruments Location of (Loss) Gain Recognized on Derivatives in Income Amount of (Loss) Gain on Derivatives Recognized in Income
  December 30, 2017 December 31, 2016
Forward currency forward contracts Miscellaneous other income (expense) $(535) $75
There were no gains or losses recognized in income for derivatives related to ineffective portions and amounts excluded from effectiveness testing for the three months ended December 30, 2017 and December 31, 2016.
Fair Value Measurements:
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (or exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses quoted market prices when available or discounted cash flows to calculate

fair value. The accounting guidance establishes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. The input levels are:
Level 1:  Quoted (observable) market prices in active markets for identical assets or liabilities.
Level 2:  Inputs other than Level 1 that are observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.
The following table lists the fair values of assets (liabilities)liabilities of the Company’s derivatives as of December 30, 2017January 4, 2020 and September 30, 2017,28, 2019, by input level:
Fair Value Measurements Using Input Levels Asset/(Liability) (in thousands)
January 4, 2020 Level 1 Level 2 Level 3 Total
Derivatives        
Forward currency forward contracts $
 $1,590
 $
 $1,590
         
September 28, 2019        
Derivatives        
Forward currency forward contracts $
 $216
 $
 $216
Fair Value Measurements Using Input Levels Asset/(Liability)
In thousands of dollars
December 30, 2017 Level 1 Level 2 Level 3 Total
Derivatives        
Forward currency forward contracts $
 $3,319
 $
 $3,319
         
September 30, 2017        
Derivatives        
Forward currency forward contracts $
 $1,941
 $
 $1,941

The fair value of interest rate swaps and foreign currency forward contracts is determined using a market approach, which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. The primary input in the fair value of the interest rate swaps is the relevant LIBOR forward curve. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currency and interest rate forward curves.

5.    Income Taxes
On December 22, 2017, the U.S. Tax Cuts & Jobs Act was enacted ("Tax Reform"). Due to the complexities in implementing Tax Reform, the SEC issued Staff Accounting Bulletin 118, which allows the Company to record a provisional tax expense when uncertainty or other factors may impact the final outcome. In accordance with U.S. GAAP, which requires the Company to recognize the effects of Tax Reform in the period of enactment, $124.5 million of tax expense was recorded during the three months ended December 30, 2017 due to Tax Reform. The $124.5 million includes $101.8 million of U.S. federal and state taxes on the deemed repatriation of undistributed foreign earnings, which are payable over an eight year period beginning in fiscal 2019, and $22.7 million of foreign withholding taxes due to a change in the Company's permanently reinvested assertion on certain foreign earnings that are payable upon repatriation to the U.S. The Company believes this is a reasonable estimate of tax expense related to Tax Reform using all analyses, interpretations and guidance available at this time. The Company continues to assess the impact of Tax Reform, and the final impact may differ from this estimate, perhaps materially, due to, among other things, changes in interpretations, assumptions, and/or guidance that may be issued in the near future or actions the Company may take as a result.
Of the $124.5 million of income tax expense, $99.9 million is recorded in "Long-term accrued income taxes payable," $21.9 million is recorded in "Deferred income tax liabilities" and $2.7 million is recorded in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
Income tax expense for the three months ended December 30, 2017January 4, 2020 was $127.5$3.3 million which included $124.5compared to $11.9 million due to the impact of Tax Reform. Income tax expense for the three months ended December 31, 2016 was $2.8 million.29, 2018.
The effective tax rates for the three months ended December 30, 2017January 4, 2020 and December 31, 201629, 2018 were 439.2%9.5% and 9.2%34.9%, respectively. The effective tax rate for the three months ended December 30, 2017 increasedJanuary 4, 2020 decreased from the effective tax rate for the three months ended December 31, 2016,29, 2018, primarily due to the additional impact of the U.S. Tax Cuts & Jobs Act of $7.0 million recorded during the three months ended December 29, 2018. The Company also recorded a 428.8 percentage point impact$1.9 million benefit related to Tax Reform and an overall decrease in pretax earnings and decreased earnings in jurisdictions whereguidance issued by the Company maintains valuation allowances.U.S. Department of the Treasury regarding foreign tax credits partially offset by $1.1 million of special tax items during the three months ended January 4, 2020.
There were no material additions to the amount of unrecognized tax benefits recorded for uncertain tax positions as of December 30, 2017, as compared to September 30, 2017.January 4, 2020. The Company recognizes accrued interest and penalties on

uncertain tax positions as a component of income tax expense. The amount of interest and penalties recorded for the three months ended December 30, 2017 and December 31, 2016 wereJanuary 4, 2020 was not material.
One or more uncertain tax positions may be settled within the next 12 months. Settlement of these matters is not expected to have a material effect on the Company's consolidated results of operations, financial position and cash flows. The Company is not currently under examination by taxing authorities in the U.S. or anyThe Company is under audit in various foreign jurisdictions in which the Company operates.but settlement is not expected to have a material impact.
The Company maintains valuation allowances when it is more likely than not that all or a portion of a net deferred tax asset will not be realized. During the three months ended December 30, 2017,January 4, 2020, the Company continued to record a full valuation allowance against its net deferred tax assets in certain jurisdictions within the EMEA segment and a partial valuation against its net deferred tax assets in certain jurisdictions within the AMER and EMEA segments,segment, as it was more likely than not that these assets would not be fully realized based primarily on historical performance. The Company will continue to provide a valuation allowance against its net deferred tax assets in each of the applicable jurisdictions going forward until it determines it is more likely than not that the deferred tax assets will be realized.







6.    Earnings Per Share
The following is a reconciliation of the amounts utilized in the computation of basic and diluted earnings per share for the three months ended December 30, 2017January 4, 2020 and December 31, 201629, 2018 (in thousands, except per share amounts):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Net income $31,006
 $22,226
Basic weighted average common shares outstanding 29,147
 31,403
Dilutive effect of share-based awards and options outstanding 918
 883
Diluted weighted average shares outstanding 30,065
 32,286
Earnings per share:    
Basic $1.06
 $0.71
Diluted $1.03
 $0.69
  Three Months Ended
  December 30, 2017 December 31, 2016
Net (loss) income $(98,493) $28,179
Basic weighted average common shares outstanding 33,567
 33,534
Dilutive effect of share-based awards outstanding 
 1,010
Diluted weighted average shares outstanding 33,567
 34,544
(Loss) earnings per share:    
Basic $(2.93) $0.84
Diluted $(2.93) $0.82

For the three months ended December 30, 2017,January 4, 2020 there were no0 antidilutive shares, but the total number of potentially dilutive share-based awards was 1.1 million. However, these awards were not included in the computation of diluted loss per share, as doing so would have decreased the loss per share.
awards. For the three months ended December 31, 2016,29, 2018 share-based awards for approximately 0.1 million shares were not included in the computation of diluted earnings per share as they were antidilutive.
See also Note 12, "Shareholders' Equity," for information regarding the Company's share repurchase plans.

7.    Leases
The Company’s lease portfolio includes both real estate and non-real estate type leases which are accounted for as either finance or operating leases. Real estate leases generally include office, warehouse and manufacturing facilities and non-real estate leases generally include office equipment and vehicles. The Company determines if a contract is or contains a lease at inception. The Company’s leases have remaining lease terms of less than 1 year to 41 years. Renewal options that are deemed reasonably certain are included as part of the lease term for purposes of calculating the right-of-use (“ROU”) assets and lease liability. Variable lease payments are generally expensed as incurred and include certain index-based changes in rent, certain nonlease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. The Company elected the practical expedient to not separate lease and nonlease components, as such non-lease components are included in the calculation of the ROU asset and lease liability and included in the lease expense over the term of the lease. The Company uses a discount rate to calculate the ROU asset and lease liability. When the implicit rate is known or provided in the lease documents, the Company is required to use this rate. In cases in which the implicit rate is not known, the Company uses an estimated incremental borrowing rate.

Operating lease ROU assets and lease liabilities are recorded on the date the Company takes possession of the leased assets with expense recognized on a straight-line basis over the lease term. Leases with an estimated total term of 12 months or less are not recorded on the balance sheet and the lease expense is recognized on a straight-line basis over the lease term. Generally, the Company's lease agreements do not contain material residual value guarantees or material restrictive covenants.

Upon adoption of ASU 2016-02, the Company recorded $45.5 million of right-of-use assets and lease liabilities, related to its existing operating lease portfolio. The Company also reclassified amounts previously held on the balance sheet to right-of-use assets and lease liabilities upon adoption due to existing arrangements subject to the new standard, including $30.2 million of prepaid leases in other non-current assets. The accounting for the Company’s finance leases remained substantially unchanged. In addition, the company recognized a $1.1 million reduction to retained earnings as a result of two existing build-to-suit arrangements for the facilities in Guadalajara, Mexico that were reassessed to be finance leases under the new standard. The adoption of this new standard did not have a material impact on the Condensed Consolidated Statements of Cash Flows or Condensed Consolidated Statements of Comprehensive Income.






As a result of the adoption, the following adjustments were made to the opening balances of the Company's Condensed Consolidated Balance Sheets (in thousands):
 September 28, 2019 Impacts due to adoption of Topic 842 September 29, 2019
ASSETS     
   Prepaid expenses and other$31,974
 $(170) $31,804
   Operating right-of-use assets
 75,790
 75,790
   Property, plant and equipment, net384,224
 (1,833) 382,391
   Deferred income taxes13,654
 432
 14,086
   Other non-current assets64,714
 (30,193) 34,521
LIABILITIES AND SHAREHOLDERS' EQUITY
   Other accrued liabilities$106,461
 $7,939
 $114,400
   Long-term debt and finance lease obligations, net of current portion187,278
 (207) 187,071
   Long-term operating lease liabilities
 37,371
 37,371
   Retained earnings1,178,677
 (1,077) 1,177,600


The components of lease expense for three months ended January 4, 2020 were as follows (in thousands):
 Three Months Ended
 January 4, 2020
Finance lease expense: 
   Amortization of right-of-use assets$1,194
   Interest on lease liabilities1,291
Operating lease expense3,181
Other lease expense120
Total$5,786


Based on the nature of the ROU asset, amortization of finance right-of-use assets, operating lease expense and other lease expense are recorded within either cost of goods sold or selling and administrative expenses and interest on finance lease liabilities is recorded within interest expense on the Condensed Consolidated Statements of Comprehensive Income. Other lease expense includes lease expense for leases with an estimated total term of twelve months or less and variable lease expense related to variations in lease payments as a result of a change in factors or circumstances occurring after the lease possession date.


The following tables sets forth the amount of lease assets and lease liabilities included in the Company’s Condensed Consolidated Balance Sheets was (in thousands):
 Financial Statement Line ItemJanuary 4, 2020
ASSETS  
   Finance lease assetsProperty, plant and equipment, net$37,281
   Operating lease assetsRight-of-use operating lease assets79,318
      Total lease assets $116,599
   
LIABILITIES AND SHAREHOLDERS' EQUITY 
Current  
  Finance lease liabilitiesCurrent portion of long-term debt and finance lease obligations$2,718
  Operating lease liabilitiesOther accrued liabilities9,102
Non-current  
  Finance lease liabilitiesLong-term debt and finance lease obligations, net of current portion36,946
  Operating lease liabilitiesLong-term operating lease liabilities41,764
        Total lease liabilities $90,530


Other information related to the Company’s leases was as follows:
 Three Months Ended
 January 4, 2020
Weighted-average remaining lease term (in years) 
   Finance leases13.3
   Operating leases17.9
Weighted-average discount rate 
   Finance leases17.7%
   Operating leases3.0%
Cash paid for amounts included in the measurement of lease liabilities (in thousands) 
   Operating cash flows used in finance leases$1,124
   Operating cash flows used in operating leases3,179
   Finance cash flows used in finance leases719
ROU assets obtained in exchange for lease liabilities (in thousands) 
   Operating leases$7,503
   Finance leases274


Future minimum lease payments required under finance and operating leases as of January 4, 2020, were as follows (in thousands):
  Operating leases Finance leases
Remaining 2020 $7,979
 $5,572
2021 8,789
 6,555
2022 8,006
 6,064
2023 7,575
 5,305
2024 5,979
 4,988
2025 and thereafter 20,500
 98,729
Total minimum lease payments 58,828
 127,213
Less: imputed interest (7,962) (87,549)
Present value of lease liabilities $50,866
 $39,664


As of January 4, 2020, the Company’s future operating leases that have not yet commenced are immaterial.
Future minimum lease payments required under long-term operating and capital leases as of September 28, 2019, were as follows (in thousands):
  Operating leases Capital leases
2020 $10,395
 $6,734
2021 6,554
 3,490
2022 5,584
 2,884
2023 5,153
 1,652
2024 3,713
 958
Thereafter 9,426
 34,143
Total $40,825
 $49,861


8.    Share-Based Compensation
The Company recognized $3.9$5.0 million and $3.6$4.8 million of compensation expense associated with share-based awards for the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, respectively.
The Company uses the Black-Scholes valuation model to determine the fair value of stock options and stock-settled stock appreciation rights ("SARs"). The Company uses its stock price on grant date as the fair value assigned to restricted stock units ("RSUs").
Performance stock units ("PSUs") are payable in shares of the Company's common stock. Beginning for fiscal 2017 grants, PSUs vest based on the relative total shareholder return ("TSR") of the Company's common stock as compared to the companies in the Russell 3000 index, a market condition, and the Company's economic return performance during the three year performance period, a performance condition. The Company uses the Monte Carlo valuation model to determine the fair value of PSUs at the date of grant for PSUs that vest based on the relative TSR of the Company's common stock. The Company uses its stock price on grant date as the fair value assigned to PSUs that vest based on the Company's economic return performance. The PSUs granted in fiscal 2016 and prior years vest based solely on the relative TSR of the Company's common stock as compared to companies in the Russell 3000 Index during a three year performance period. The number of shares that may be issued pursuant to PSUs ranges from zero0 to 0.40.5 million and is dependent upon the Company's TSR and economic return performance over the applicable performance periods.
The Company recognizes share-based compensation expense over the share-based awards' vesting period.


8.



15

Table of Contents
Plexus Corp.
Notes to Consolidated Financial Statements


9.    Litigation
The Company is party to lawsuits in the ordinary course of business. Although the outcome of these legal matters cannot be predicted with certainty, managementManagement does not expectbelieve that these proceedings, individually or in the aggregate, will have a material positive or adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

9.10.    Reportable Segments
Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in assessing performance and allocating resources. The Company uses an internal management reporting system, which provides important financial data to the chief operating decision maker to evaluate performance and allocate the Company’s resources on a regional basis. Net sales for the segments are attributed to the region in which the product is manufactured or the service is performed. The services provided, manufacturing processes used, class of customers serviced and order fulfillment processes used are similar and generally interchangeable across the segments. A segment’s performance is evaluated based upon its operating income (loss). A segment’s operating income (loss) includes its net sales less cost of sales and selling and administrative expenses, but excludes corporate and other expenses. Corporate and other expenses primarily represent corporate selling and administrative expenses, and restructuring costs and other charges, if any. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Inter-segment transactions are generally recorded at amounts that approximate arm’s length transactions. The accounting policies for the segments are the same as for the Company taken as a whole.
Information about the Company’s three3 reportable segments for the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, respectively, is as follows (in thousands):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Net sales:    
AMER $353,476
 $353,867
APAC 451,142
 378,112
EMEA 84,477
 72,298
Elimination of inter-segment sales (36,686) (38,733)
  $852,409
 $765,544
     
Operating income (loss):    
AMER $12,297
 $14,450
APAC 62,378
 51,811
EMEA (314) 996
Corporate and other costs (34,427) (30,306)
  $39,934
 $36,951
Other income (expense):    
Interest expense $(4,132) $(2,249)
Interest income 645
 525
Miscellaneous, net (2,173) (1,112)
Income before income taxes $34,274
 $34,115
     

  Three Months Ended
  December 30, 2017 December 31, 2016
Net sales:    
AMER $299,043
 $314,651
APAC 346,123
 309,969
EMEA 63,832
 39,449
Elimination of inter-segment sales (31,704) (29,050)
  $677,294
 $635,019
     
Operating income (loss):    
AMER $10,523
 $14,797
APAC 50,532
 48,240
EMEA (1,121) (2,235)
Corporate and other costs (28,377) (26,899)
  $31,557
 $33,903
Other income (expense):    
Interest expense (3,725) (3,274)
Interest income 1,555
 1,071
Miscellaneous (346) (674)
Income before income taxes $29,041
 $31,026
  December 30,
2017
 September 30,
2017
Total assets:    
AMER $567,275
 $595,851
APAC 1,127,066
 1,163,111
EMEA 175,569
 172,830
Corporate and eliminations 46,297
 44,390
  $1,916,207
 $1,976,182


10.
  January 4,
2020
 September 28,
2019
Total assets:    
AMER $789,067
 $751,990
APAC 993,354
 958,744
EMEA 232,581
 209,541
Corporate and eliminations 95,102
 80,608
  $2,110,104
 $2,000,883
     


11.    Guarantees
The Company offers certain indemnifications under its customer manufacturing agreements. In the normal course of business, the Company may from time to time be obligated to indemnify its customers or its customers’ customers against damages or liabilities arising out of the Company’s negligence, misconduct, breach of contract, or infringement of third partythird-party intellectual property rights. Certain agreements have extended broader indemnification, and while most agreements have contractual limits, some do not. However, the Company generally does not provide for such indemnities and seeks indemnification from its customers for damages or liabilities arising out of the Company’s adherence to customers’ specifications or designs or use of materials furnished, or directed to be used, by its customers. The Company does not believe its obligations under such indemnities are material.
In the normal course of business, the Company also provides its customers a limited warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranty generally provides that products will be free from defects in the Company’s workmanship and meet mutually agreed-upon specifications for periods generally ranging from 12 months to 24 months. If a product fails to comply with the Company’s limited warranty, theThe Company’s obligation is generally limited to correcting, at its expense, any defect by repairing or replacing such defective product. The Company’s warranty generally excludes defects resulting from faulty customer-supplied components, customer design defects or damage caused by any party or caused other than by the Company.
The Company provides for an estimate of costs that may be incurred under its limited warranty at the time product revenue is recognized and establishes additional reserves for specifically identified product issues. These costs primarily include labor and materials, as necessary, associated with repair or replacement and are included in the Company's accompanying Condensed Consolidated Balance Sheets in "Other"other current accrued liabilities." The primary factors that affect the Company’s warranty liability include the value and the number of shipped units and historical and anticipated rates of warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.
Below is a table summarizing the activity related to the Company’s limited warranty liability for the three months ended December 30, 2017January 4, 2020 and December 31, 201629, 2018 (in thousands):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Reserve balance, beginning of period $6,276
 $6,646
Accruals for warranties issued during the period 364
 1,900
Settlements (in cash or in kind) during the period (776) (1,255)
Reserve balance, end of period $5,864
 $7,291

  Three Months Ended
  December 30, 2017 December 31, 2016
Reserve balance, beginning of period $4,756
 $6,109
Accruals for warranties issued during the period 1,017
 
Settlements (in cash or in kind) during the period (1,352) (1,252)
Reserve balance, end of period $4,421
 $4,857

11.12.    Shareholders' Equity
On June 6, 2016,August 20, 2019, the Board of Directors approved a multi-yearnew stock repurchase programplan under which the Company is authorized to repurchase up to $150.0$50.0 million of its common stock beginning in fiscal 2017.(the "2019 Program"). The 2019 Program commenced upon completion of the 2018 Program, as defined below. During the three months ended January 4, 2020, the Company repurchased 90,667 shares under the 2019 Program program for $6.3 million at an average price of $69.82 per share. As of January 4, 2020, $40.4 million of authority remained under the 2019 Program.

17

Table of Contents
Plexus Corp.
Notes to Consolidated Financial Statements


On February 14, 2018, the Board of Directors approved a stock repurchase plan under which the Company was authorized to repurchase $200.0 million of its common stock (the "2018 Program"). During the three months ended December 30, 2017,29, 2018, the Company repurchased 158,466869,949 shares under the 2018 Program program for approximately $9.5$50.1 million, at an average price of $60.25$57.53 per share. DuringThe 2018 Program was completed during the three months ended December 31, 2016, the Company repurchased 144,729 shares for approximately $7.1 million, at an average pricefiscal fourth quarter of $48.79 per share.2019, when all share repurchase authority under it was exhausted.
All shares repurchased under the aforementioned programprograms were recorded as treasury stock.

12.13.    Trade Accounts Receivable Sale Programs
The Company has Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch) (the "BTMU"MUFG RPA"), and HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA"), under which the Company may elect to sell receivables at a discount,discount. These facilities are uncommitted facilities. The MUFG RPA was amended on an ongoing basis. As of December 30, 2017,23, 2019 to increase the maximum facility amountsamount from $280.0 million to $340.0 million. The maximum facility amount under the HSBC RPA as of these uncommitted facilities were $160.0 million andJanuary 4, 2020 is $60.0 million, respectively.million. The BTMUMUFG RPA is subject to expiration on October 3, 2018, but will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the BTMUMUFG RPA discussed above.

The Company sold receivables under a former trade accounts receivable sale program that expired during the first fiscal quarter of 2017.
Transfers of receivables under the programs are accounted for as sales and, accordingly, receivables sold under the programs are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. Proceeds from the transfer reflect the face value of the receivables less a discount. The sale discount is recorded within "Miscellaneous, other income (expense)"net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale.
The Company sold $162.4$227.8 million and $77.8$232.5 million of trade accounts receivable under these programs during the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, respectively, in exchange for cash proceeds of $161.5$226.6 million and $77.4$231.2 million, respectively.


14.    Revenue from Contracts with Customers
Significant Judgments
Revenue is recognized over time for arrangements with customers for which: (i) the Company's performance does not create an asset with an alternative use to the Company, and (ii) the Company has an enforceable right to payment, including reasonable profit margin, for performance completed to date. Revenue recognized over time is estimated based on costs incurred to date plus a reasonable profit margin. If either of the two conditions noted above are not met to recognize revenue over time, revenue is recognized following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying arrangement.
The Company recognizes revenue when a contract exists and when, or as, it satisfies a performance obligation by transferring control of a product or service to a customer. Contracts are accounted for when they have approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer.
The Company generally enters into a master services arrangement that establishes the framework under which business will be conducted. These arrangements represent the master terms and conditions of the Company's services that apply to individual orders, but they do not commit the customer to work with, or to continue to work with, the Company nor do they obligate the customer to any specific volume or pricing of purchases. Moreover, these terms can be amended in appropriate situations. Customer purchase orders are received for specific quantities with predominantly fixed pricing and delivery requirements. Thus, for the majority of our contracts, there is no guarantee of any revenue to the Company until a customer submits a purchase order. As a result, the Company generally considers its arrangement with a customer to be the combination of the master services arrangement and the purchase order. Most of the Company's arrangements with customers create a single performance obligation as the promise to transfer the individual manufactured product or service is capable of being distinct.
The Company’s performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if the Company has an enforceable right to payment, including a reasonable profit margin.

Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis.
Generally, there are no subjective customer acceptance requirements or further obligations related to goods or services provided; if such requirements or obligations exist, then a sale is recognized at the time when such requirements are completed and such obligations are fulfilled.
The Company does not allow for a general right of return. Net sales include amounts billed to customers for shipping and handling and out-of-pocket expenses. The corresponding shipping and handling costs and out-of-pocket expenses are included in cost of sales. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from net sales.
Contract Costs
For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company uses a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date.
There were no other costs to obtain or fulfill customer contracts.
Disaggregated Revenue
The table below includes the Company’s revenue for the three months ended January 4, 2020 and December 29, 2018, respectively, disaggregated by geographic reportable segment and market sector (in thousands):
  
Three Months Ended
January 4, 2020
  Reportable Segment:
  AMER APAC EMEA Total
Market Sector:        
Healthcare/Life Sciences $124,196
 $149,725
 $38,366
 $312,287
Industrial/Commercial 91,921
 199,346
 18,733
 310,000
Aerospace/Defense 105,489
 43,249
 23,384
 172,122
Communications 27,966
 28,691
 1,343
 58,000
     External revenue 349,572
 421,011
 81,826
 852,409
Inter-segment sales 3,904
 30,131
 2,651
 36,686
    Segment revenue $353,476
 $451,142
 $84,477
 $889,095
  
Three Months Ended
December 29, 2018
  Reportable Segment:
  AMER APAC EMEA Total
Market Sector:        
Healthcare/Life Sciences $115,765
 $152,106
 $32,707
 $300,578
Industrial/Commercial 83,718
 116,271
 19,153
 219,142
Aerospace/Defense 62,373
 42,094
 17,998
 122,465
Communications 90,464
 30,975
 1,920
 123,359
     External revenue 352,320
 341,446
 71,778
 765,544
Inter-segment sales 1,547
 36,666
 520
 38,733
    Segment revenue $353,867
 $378,112
 $72,298
 $804,277


For the three months ended January 4, 2020 and December 29, 2018, approximately 91% and 89%, respectively, of the Company's revenue was recognized as products and services were transferred over time, respectively.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets, and deferred revenue on the Company’s accompanying Condensed Consolidated Balance Sheets.
Contract Assets: For performance obligations satisfied at a point in time, billing occurs subsequent to revenue recognition, at which point the customer has been billed and the resulting asset is recorded within accounts receivable. For performance obligations satisfied over time as work progresses, the Company has an unconditional right to payment, which results in the recognition of contract assets. The following table summarizes the activity in the Company's contract assets for the three months ended January 4, 2020 and December 29, 2018 (in thousands):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Contract assets, beginning of period $90,841
 $
Cumulative effect adjustment at September 29, 2018 
 76,417
Revenue recognized during the period 772,708
 681,712
Amounts collected or invoiced during the period (756,509) (675,354)
Contract assets, end of period $107,040
 $82,775

Deferred Revenue: Deferred revenue is recorded when consideration is received from a customer prior to transferring goods or services to the customer under the terms of the contract, which is included in other accrued liabilities. As of January 4, 2020 and September 28, 2019 the balance of prepayments from customers that remained in Other accrued liabilities was $74.8 million and $67.9 million, respectively. The advance payment is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a contract, offset obsolete and excess inventory risks and to protect the company from the other party failing to adequately complete some or all of its obligations under the contract. Deferred revenue is recognized into revenue when all revenue recognition criteria are met. For performance obligations satisfied over time, recognition will occur as work progresses; otherwise deferred revenue will be recognized based upon shipping terms.

15.    Acquisition
On July 27, 2018, the Company purchased the assets of one of the business lines of Cascade Controls, Inc., a new product introduction company in Portland, Oregon, for $12.4 million in cash, subject to certain customary post-closing adjustments. In the three months ended December 29, 2018, the Company received a $1.2 million purchase price adjustment as a result of a post-closing adjustment.

16.    Subsequent Event
On January 22, 2020, the Company announced the decision to close a leased facility within the AMER segment, and transition the service offerings to another Company-owned facility in the region to provide synergies and cost advantages of a campus environment. We are assessing the impacts of the announcement on our Condensed Consolidated Financial Statements.




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

"SAFE HARBOR" CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
The statements contained in this Form 10-Q that are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, but are not limited to: the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs; the lack of visibility of future orders, particularly in view of changing economic conditions; the economic performance of the industries, sectors and customers we serve; the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise; the effects of tariffs, trade disputes, trade agreements and other trade protection measures; the effects of the volume of revenue from certain sectors or programs on our margins in particular periods; our ability to secure new customers, maintain our current customer base and deliver product on a timely basis; the risks of concentration of work for certain customers; the particular risks relative to new or recent customers, programs or services, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate terms of agreements, and the lack of a track record of order volume and timing; the risks of concentration of work for certain customers; the effecteffects of start-up costs of new programs and facilities; possible unexpected costs and operating disruption in transitioning programs, including transitions between Company facilities; the risk that new program wins and/or customer demand may not result in the expected revenue or profitability; the fact that customer orders may not lead to long-term relationships; our ability to manage successfully and execute a complex business model characterized by high product mix low volumes and demanding quality, regulatory, and other requirements; the ability to realize anticipated savings from restructuring or similar actions, as well as the adequacy of related charges as compared to actual expenses; increasing regulatory and compliance requirements; risks related to information technology systems and data security; the effects of U.S. Tax Reform and of related foreign jurisdiction tax developments; the potential effects of jurisdictional results on our taxes, tax rates, and our ability to use deferred tax assets and net operating losses; the effects of shortages and delays in obtaining components as a result of economic cycles or natural disasters; the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by the customer, resulting in an inventory write-off; risks related to information technology systems and data security; the ability to realize anticipated savings from restructuring or similar actions, as well as the adequacy of related charges as compared to actual expenses; increasing regulatory and compliance requirements; the effects of U.S. Tax Reform and of related foreign jurisdiction tax developments; current or potential future barriers to the repatriation of funds that are currently held outside of the United States as a result of actions taken by other countries or otherwise; the potential effects of jurisdictional results on our taxes, tax rates, and our ability to use deferred tax assets and net operating losses; the weakness of areas of the global economy; the effect of changes in the pricing and margins of products; raw materials and component cost fluctuations; the potential effect of fluctuations in the value of the currencies in which we transact business; the effects of changes in economic conditions, political conditions trade protection measures, and tax matters in the United States and in the other countries in which we do business (including as a result of the United Kingdom’s pending exit from the European Union); the potential effect of other world or local events or other events outside our control (such as changes in energy prices, terrorism, global health epidemics and weather events); the impact of increased competition; an inability to successfully manage human capital; changes in financial accounting standards; and other risks detailed herein and in our other Securities and Exchange Commission filings (particularly in "Risk Factors" in our fiscal 20172019 Form 10-K).

* * *

OVERVIEW
Plexus Corp. and its subsidiaries (together “Plexus,”"Plexus," the “Company,”"Company," or "we") participate in the Electronic Manufacturing Services ("EMS") industry. We partner with our customers to create the products that build a better world. Since 1979, Plexus has been partnering with companies to createtransform concepts into branded products and deliver them to the products that buildmarket. From idea to aftermarket and everything in between, Plexus is a better world. We are a team of over 16,000 employees,global leader in providing global support for all the facets of the product realization process - Design and Development, Supply Chain Solutions, New Product Introduction, Manufacturing, and Aftermarket Services – to companies in the Healthcare/Life Sciences, Industrial/Commercial, Communications and Aerospace/Defense market sectors.Services. Plexus is an industry leader that specializes in serving customers with complex products used in demanding regulatory environmentsdelivers comprehensive end-to-end solutions in the Americas ("AMER"), Asia-Pacific ("APAC") and Europe, Middle East, and Africa ("EMEA") regions. With a culture built around innovation and customer service, Plexus’ teams create customized end-to-end solutions to assure the realization of the most intricate products.Asia-Pacific ("APAC") regions for our customers.

The following information should be read in conjunction with our Condensed Consolidated Financial Statements included herein, the “Risk Factors”"Risk Factors" section in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended September 30, 2017,28, 2019, and our “Safe Harbor”"Safe Harbor" Cautionary Statement included above.


RESULTS OF OPERATIONS
Consolidated Performance Summary. The following table presents selected consolidated financial data (dollars in millions, except per share data):
 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Net sales $677.3
 $635.0
 $852.4
 $765.5
Cost of sales 613.8
 570.7
 773.2
 693.2
Gross profit 63.5
 64.3
 79.2
 72.4
Gross margin 9.4% 10.1% 9.3% 9.5%
Operating income 31.6
 33.9
 39.9
 37.0
Operating margin 4.7% 5.3% 4.7% 4.8%
Net (loss) income (98.5) 28.2
Diluted (loss) earnings per share $(2.93) $0.82
Net income 31.0
 22.2
Diluted earnings per share $1.03
 $0.69
Return on invested capital* 16.2% 17.3% 14.7% 14.6%
Economic return* 6.7% 6.8% 5.9% 5.6%
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and Economic Return" below for more information and Exhibit 99.1 for a reconciliation.
Net sales. For the three months ended December 30, 2017,January 4, 2020, net sales increased $42.3$86.9 million, or 6.7%11.4%, as compared to the three months ended December 31, 2016.29, 2018.
Net sales are analyzed by management by geographic segment, which reflects the Company's reportable segments, and by market sector. Management measures operational performance and allocates resources on a geographic segment basis. The Company’s global business development strategy is based on our targeted market sectors.
A discussion of net sales by reportable segment is presented below (in millions):
 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Net sales:        
AMER $299.0
 $314.7
 $353.5
 $353.9
APAC 346.1
 310.0
 451.1
 378.1
EMEA 63.8
 39.4
 84.5
 72.3
Elimination of inter-segment sales (31.6) (29.1) (36.7) (38.8)
Total net sales $677.3
 $635.0
 $852.4
 $765.5
AMER. Net sales for the three months ended December 30, 2017January 4, 2020 in the AMER segment decreased $15.7$0.4 million, or 5.0%0.1%, as compared to the three months ended December 31, 2016.29, 2018. The reductiondecrease in net sales was driven by decreasesa reduction in net sales of $32.2$16.9 million from end-of-life products, $4.7 million from customer disengagementsdue to manufacturing transfers to our APAC segment and overall net decreased customer end-market demand. Partially offsetting these decreasesdemand in the Communications sector. The decrease was mostly offset by a net sales$52.6 million increase of $22.8 million from the rampin production ramps of new programsproducts for existing customers and an $11.7 million increase in production ramps for new customers.
APAC. Net sales for the three months ended December 30, 2017January 4, 2020 in the APAC segment increased $36.1$73.0 million, or 11.6%19.3%, as compared to the three months ended December 31, 2016.29, 2018. The increase in net sales was primarily due todriven by a $37.1$22.9 million increase in production ramps of new products for existing customers, a $16.9 million increase due to the ramp of new programs for existing customersmanufacturing transfers from our AMER segment and overall net increased customer end-market demand. These increases wereThe increase was partially offset by a $9.3 million decrease of $5.8 million that resulted from anfor end-of-life product.products. 
EMEA. Net sales for three months ended December 30, 2017 in the EMEA segment increased $24.4 million, or 61.9%, as compared to three months ended December 31, 2016. The increase in net sales was primarily attributable to increases of $14.9 million due to the ramp of new programs for existing customers and net increased customer end-market demand.


Our net sales by market sector for the indicated periods were as follows (in millions):
  Three Months Ended
Market Sector December 30, 2017 December 31, 2016
Healthcare/Life Sciences $237.1
 $211.0
Industrial/Commercial 206.8
 205.6
Communications 133.6
 131.4
Aerospace/Defense 99.8
 87.0
Total net sales $677.3
 $635.0
Healthcare/Life Sciences.Net sales for the three months ended December 30, 2017January 4, 2020 in the Healthcare/Life Sciences sectorEMEA segment increased $26.1$12.2 million, or 12.4%16.9%, as compared to the three months ended December 31, 2016.29, 2018. The increase was primarily driven by increases in net sales was the result of $18.2a $6.0 million due to the rampincrease in production ramps of new programsproducts for existing customers as well asand overall net increased customer end-market demand.
Industrial/Commercial

Our net sales by market sector is presented below (in millions):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Market Sector:    
Healthcare/Life Sciences $312.3
 $300.6
Industrial/Commercial 310.0
 219.1
Aerospace/Defense 172.1
 122.5
Communications 58.0
 123.3
Total net sales $852.4
 $765.5
Healthcare/Life Sciences. Net sales for the three months ended December 30, 2017January 4, 2020 in the Industrial/CommercialHealthcare/Life Sciences sector increased $1.2$11.7 million, or 0.6%3.9%, as compared to the three months ended December 31, 2016.29, 2018. The increase was primarily driven by increasesa $15.2 million increase in net sales of $37.9 million due to the rampproduction ramps of new programsproducts for existing customers as well asand overall net increased customer end-market demand. Mostly offsetting the increases were decreases in net salesThe increase was partially offset by a decrease of $37.9$6.4 million fromfor end-of-life products and $10.3 million related to customer disengagements.products.
CommunicationsIndustrial/Commercial. Net sales for the three months ended December 30, 2017January 4, 2020 in the CommunicationsIndustrial/Commercial sector increased $2.2$90.9 million, or 1.7%41.5%, as compared to the three months ended December 31, 2016.29, 2018. The increase was primarily driven by a $28.0 million increase in production ramps of new products for existing customers and overall net increased customer end-market demand.
Aerospace/Defense. Net sales for the three months ended December 30, 2017January 4, 2020 in the Aerospace/Defense sector increased $12.8$49.6 million, or 14.7%40.5%, as compared to the three months ended December 31, 2016.29, 2018. The increase was primarily driven by a $9.4$29.9 million increase due to the ramp ofin production ramps of new products for existing customers, as well asa $5.1 million increase in production ramps for new customers and overall net increased customer end-market demand.
Cost of sales. Cost ofCommunications. Net sales for the three months ended December 30, 2017 increased $43.1January 4, 2020 in the Communications sector decreased $65.3 million, or 7.6%53.0%, as compared to the three months ended December 31, 2016.29, 2018. The decrease was driven by overall net decreased customer end-market demand.
Cost of sales. Cost of sales for the three months ended January 4, 2020 increased $80.0 million, or 11.5%, as compared to the three months ended December 29, 2018. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For both the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, approximately 89.0%89% and 90%, respectively, of the total cost of sales was variable in nature and fluctuated with sales volumes. Of this amount,these amounts, approximately 91.0%89% and 90%, respectively, of these costs in each period were related to material and component costs. As a result of primarily using a cost-plus markup pricing arrangement with our customers, changescompared to the prior year period, the increase in costs typically result in corresponding changes in price, which generally results in an immaterial impact on gross profit. Costcost of sales increased more thanfor the 6.7%three months ended January 4, 2020 was primarily due to the increase in net sales primarily due to a shift in customer mix as well as increasedand fixed labor and overhead costs to support new program ramps.
Gross profit. Gross profit for the three months ended December 30, 2017 decreased $0.8January 4, 2020 increased $6.8 million, or 1.2%9.4%, as compared to the three months ended December 31, 2016.29, 2018. Gross margin of 9.3% decreased 70by 20 basis points as compared to the three months ended December 31, 2016.29, 2018. The primary driver of the decreasesincrease in gross profit was the increase in net sales, partially offset by higher fixed costs to support new program ramps and a negative shift in customer mix, which drove the decrease in gross marginmargin.
Operating income. Operating income for the three months ended January 4, 2020 increased $2.9 million, or 7.8%, as compared to the three months ended December 31, 2016, was29, 2018 as a result of the larger percentage increase in costgross profit, partially offset by a $3.8 million increase in selling and administrative expenses  ("S&A") that was primarily due to an increase in compensation expense. Operating margin of sales as4.7% decreased 10 basis points compared to the increasethree months ended December 29, 2018 primarily due to the decrease in net sales, driven bygross margin as a result of the factors previously discussed.discussed above.
Operating income.





A discussion of operating income by reportable segment is presented below (in millions):
  Three Months Ended
  January 4,
2020
 December 29,
2018
Operating income (loss):    
AMER $12.3
 $14.5
APAC 62.4
 51.8
EMEA (0.3) 1.0
Corporate and other costs (34.5) (30.3)
Total operating income $39.9
 $37.0
AMER. Operating income for the three months ended December 30, 2017January 4, 2020 decreased $2.3$2.2 million as compared to the three months ended December 31, 201629, 2018, primarily as a result of the decrease in gross profitincreased fixed costs to support new program ramps and a $1.5 millionan increase in selling and administrative expenses ("S&A").&A primarily due to an increase in compensation expense, partially offset by a positive shift in customer mix.

A discussion of operating income (loss) by reportable segment is presented below (in millions):
  Three Months Ended
  December 30, 2017 December 31, 2016
Operating income (loss):    
AMER $10.5
 $14.8
APAC 50.5
 48.2
EMEA (1.1) (2.2)
Corporate and other costs (28.3) (26.9)
Total operating income $31.6
 $33.9
AMER. APAC. Operating income for the three months ended December 30, 2017 decreased $4.3January 4, 2020 increased $10.6 million as compared to the three months ended December 31, 2016, primarily as a result of increased fixed labor and overhead costs to support new program ramps as well as decreased net sales.
APAC. Operating income for the three months ended December 30, 2017 increased $2.3 million as compared to the three months ended December 31, 2016,29, 2018, primarily as a result of the increase in net sales, which was partially offset by a negative shift in customer mix.mix and increased fixed costs to support new program ramps.
EMEA. Operating lossincome for the three months ended December 30, 2017January 4, 2020 decreased $1.1$1.3 million as compared to the three months ended December 31, 2016,29, 2018, primarily due toas a result of increased net sales and higher leverage of fixed costs which costs remained relatively flat.to support new program ramps and a negative shift in customer mix, partially offset by an increase in net sales.
Other income (expense).expense. Other expense for the three months ended December 30, 2017 decreased $0.4January 4, 2020 increased $2.8 million as compared to the three months ended December 31, 2016.29, 2018, primarily due to an increase of $1.9 million in interest expense and the impact of foreign exchange volatility, which resulted in a foreign exchange loss of $0.9 million during the three months ended January 4, 2020 as compared to a $0.2 million foreign exchange gain during the three months ended December 29, 2018.
Income taxes. Effective Income tax expense and effective income tax rates for the indicated periods were as follows:is presented below (dollars in millions):
  Three Months Ended
  December 30, 2017 December 31, 2016
Effective tax rate, as reported 439.2 % 9.2%
Impact of Tax Reform (428.8)% %
Effective tax rate, as adjusted (1) 10.4 % 9.2%
     
(1) We believe the non-GAAP presentation of the effective annual tax rate excluding the impact of Tax Reform provides additional insight over the change from the comparative reporting periods by eliminating non-recurring expenses due to new legislation. In addition, the Company believes that its effective tax rate, as adjusted, enhances the ability of investors to analyze the Company’s operating performance and supplements, but does not replace, its effective tax rate calculated in accordance with U.S. GAAP.
  Three Months Ended
  January 4,
2020
 December 29,
2018
Income tax expense, as reported (GAAP) $3.3
 $11.9
Special tax items 0.8
 (7.0)
Income tax expense, as adjusted (non-GAAP) (1) $4.1
 $4.9
On
  Three Months Ended
  January 4,
2020
 December 29,
2018
Effective tax rate, as reported (GAAP) 9.5% 34.9 %
Special tax items 2.4
 (20.7)
Effective tax rate, as adjusted (non-GAAP) (1) 11.9% 14.2 %
(1) We believe the non-GAAP presentation of income tax expense and the effective tax rate excluding special tax items provides additional insight into the change between comparative reporting periods by isolating the impact of these significant, special items. In addition, we believe that our income tax expense, as adjusted, and effective tax rate, as adjusted, enhance the ability of investors to analyze our operating performance and supplement, but do not replace, income tax expense and effective tax rate calculated in accordance with U.S. GAAP.
For the three months ended January 4, 2020, we recorded a tax benefit of $1.9 million benefit related to guidance issued by the U.S. Department of the Treasury regarding foreign tax credits partially offset by $1.1 million of other special tax items. For the three months ended December 22, 2017,29, 2018, we recorded a $7.0 million adjustment to income tax expense, inclusive of unrecognized tax benefits, as a result of proposed additional guidance issued by the U.S. Department of the Treasury, related to the U.S. Tax Cuts &and Jobs Act was enacted ("Tax Reform"). Tax Reform makes significant changes to U.S. corporate income tax, including transitioning the U.S. to a dividend exemption system and requiring a deemed dividend on historical undistributed earnings of foreign subsidiaries at a reduced tax rate. Tax Reform also includes provisions that may impact us beginning in fiscal 2019, such as a U.S. tax on certain foreign low-taxed earnings and a limitation placed on the deductibility of domestic interest expense. U.S. GAAP requires us to recognize the effects of Tax Reform in the period of enactment, which is the current quarter. The SEC issued guidance that allows us to record a provisional tax expense when uncertainty or other factors may impact the final outcome.

Income tax expense for the three months ended December 30, 2017January 4, 2020 and December 31, 201629, 2018 was $127.5$3.3 million and $2.8$11.9 million, respectively. The decrease in income tax expense and the effective tax rate is primarily due to the impact of Tax Reform forrecorded in the three months ended December 30, 2017 was $124.5 million.
We believe the tax expense of $124.5 million recorded in the quarter ended December 30, 2017 is a reasonable estimate of tax expense related to Tax Reform using all analyses, interpretations and guidance available at the time. We continue to assess the impact of Tax Reform on our business, and the final impact may differ from this estimate, perhaps materially, due to, among other things changes in interpretations, assumptions, and/or guidance that may be issued in the near future or actions we may take as a result.
The effective tax rates for29, 2018. During the three months ended December 30, 2017 and December 31, 2016 were 439.2% and 9.2%, respectively. The effectiveJanuary 4, 2020, we recorded a benefit related to guidance issued by the U.S. Department of the Treasury regarding foreign tax credits partially offset by special tax items.
Our U.S. statutory tax rate for the three months ended December 30, 2017 increased from the effective tax rate for the

three months ended December 31, 2016, due to a 428.8 percentage point impact related to Tax Reform and an overall decrease in pretax earnings and decreased earnings in jurisdictions where the Company maintains valuation allowances.
The impact of Tax Reform on our income tax expensefiscal 2020 is reflected in the following table (in millions):
  Three Months Ended
  December 30, 2017 December 31, 2016
Income tax expense, as reported $127.5
 $2.8
Impact of Tax Reform (124.5) 
Income tax expense, as adjusted (1) $3.0
 $2.8
     
(1) We believe the non-GAAP presentation of income tax expense excluding the impact of Tax Reform provides additional insight over the change from the comparative reporting periods by eliminating non-recurring expenses due to new legislation. In addition, the Company believes that its income tax expense, as adjusted, enhances the ability of investors to analyze the Company’s operating performance and supplements, but does not replace, its income tax expense calculated in accordance with U.S. GAAP.
The income tax expense of $124.5 million recorded in the quarter ended December 30, 2017 as a result of Tax Reform includes $101.8 million for federal and state purposes on the deemed repatriation of our historical undistributed foreign earnings. This amount is payable over an eight year period beginning in fiscal 2019. An additional tax expense of $22.7 million was recorded for foreign withholding taxes that are payable upon repatriation to the U.S. due to a change in our permanently reinvested assertion on certain foreign earnings.
Due to Tax Reform, our blended U.S. statutory rate for fiscal 2018 is 24.5%21%. This results from a statutory tax rate of 35% for the first three months of fiscal 2018, and a statutory tax rate of 21% for the remainder of fiscal 2018. Our effective tax rate varies from our blended U.S. statutory rate of 24.5% primarily due to the geographic distribution of worldwide earnings as well as a tax holiday granted to a subsidiary within our APAC segment, where we derive a significant portion of our earnings. In addition, our effective tax rate has been impacted by changes due to Tax Reform as discussed above, andabove. Our effective tax rate may be impacted by disputes with taxing authorities, tax planning activities, adjustments to uncertain tax positions and changes in valuation allowances.
The estimated effective income tax rate for fiscal 20182020 is expected to be between 102%13% and 110%. Excluding the impact of Tax Reform discussed above, the estimated effective income tax rate, as adjusted, for fiscal 2018 is expected to be between 10.0% and 12.0%15%.
Net (loss) income.Net loss of $98.5 millionincome for the three months ended December 30, 2017 reflected a decrease of $126.7January 4, 2020 increased $8.8 million, as compared to the net income of $28.2 million reported inor 39.6%, from the three months ended December 31, 2016. The decrease was29, 2018 to $31.0 million. Net income increased primarily as a result of the $124.5 million ofincrease in operating income and decrease in income tax expense that was recorded during the three months ended December 30, 2017 in connection with Tax Reform.as previously discussed.
Diluted (loss) earnings per share. Diluted loss per share for the three months ended December 30, 2017 was $2.93, a $3.75 decrease from the $0.82 earnings per share for the three months ended January 4, 2020 increased to $1.03 from $0.69 for the three months ended December 31, 2016,29, 2018, primarily as a result of decreasedincreased net income due to increased tax expense relatedthe factors discussed above and a reduction in diluted shares outstanding due to Tax Reform.repurchase activity under the Company's stock repurchase plans.
Return on Invested Capital ("ROIC") and Economic Return.economic return. We use a financial model that is aligned with our business strategy and includes a ROIC goal of 500 basis points over our weighted average cost of capital ("WACC"), which we refer to as "Economic Return,"economic return." and a 4.7% to 5.0% operating margin target. Our primary focus is on our Economic Return goal of 5.0%, which is designed to create shareholder value and generate sufficient cash to self-fund our targeted organic revenue growth rate of 12.0%. ROIC and Economic Return are non-GAAP financial measures.
Non-GAAP financial measures, including ROIC and Economic Return,economic return, are used for internal management goals and decision making because such measures provide management and investors additional insight into financial performance. In particular, we provide ROIC and Economic Returneconomic return because we believe they offer insight into the metrics that are driving management decisions because we view ROIC and Economic Returneconomic return as important measures in evaluating the efficiency and effectiveness of our long-term capital requirements. We also use a derivative measure of ROIC as a performance criteria in determining certain elements of compensation, and certain compensation incentives are based on Economic Returneconomic return performance.
We define ROIC as tax-effected operating income before restructuring and other special items divided by average invested capital over a rolling two-quarter period for the first quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents. Other companies may not define or calculate ROIC in the same way. ROIC and other non-GAAP financial

measures should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. generally accepted accounting principles in the United States of America ("U.S. GAAP").
We review our internal calculation of WACC annually, and our estimated WACC is 9.5%8.8% for fiscal 2018.2020. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. ROIC was 16.2%14.7% and 17.3%14.6% for the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, respectively.
For a reconciliation of ROIC and Economic Returneconomic return to our financial statements that were prepared using U.S. GAAP, see Exhibit 99.1 to this quarterly report on Form 10-Q, which exhibit is incorporated herein by reference.
Refer to the table below, which includes the calculation of ROIC and Economic Returneconomic return (dollars in millions) for the indicated periods:
  Three Months Ended
  December 30, 2017 December 31, 2016
Annualized operating income (tax effected) $113.6
 $124.8
Average invested capital 701.6
 720.2
After-tax ROIC 16.2% 17.3%
WACC 9.5% 10.5%
Economic Return 6.7% 6.8%
  Three Months Ended
  January 4,
2020
 December 29,
2018
Adjusted operating income (tax-effected) $139.0
 $125.6
Average invested capital 945.4
 862.5
ROIC 14.7% 14.6%
WACC 8.8% 9.0%
Economic return 5.9% 5.6%



LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and restricted cash were $514.9$255.1 million as of December 30, 2017,January 4, 2020, as compared to $569.3$226.3 million as of September 30, 2017.28, 2019.
As of December 30, 2017, approximately 91.0%January 4, 2020, 94% of our cash balance was held outside of the U.S. by our foreign subsidiaries. With the enactment of Tax Reform, we believe that our offshore cash can be accessed in a more tax efficient manner. As previously discussed, we recorded $124.5 million of tax expense during the three months ended December 30, 2017 associated with the repatriation of undistributed foreign earnings and the reversal of our permanently reinvested assertion on certain foreign earnings in connection withmanner than before Tax Reform. As of December 30, 2017, subjectCurrently, we believe that our cash balance, together with cash available under our Credit Facility, will be sufficient to meet our liquidity needs and potential limitations imposed by other countries, we anticipate repatriating a substantial portion of offshore cashshare repurchases, if any, for the next twelve months and are refining our associated capital allocation plan with a goal of enhancing shareholder value. Apart from fundingfor the $124.5 million in taxes payable related to Tax Reform, other potential uses of such capital include reinvestment in the business to support growth and productivity improvements, returning cash to shareholders, and paying off all or a portion of the $175.0 million in principal amount of Senior Notes due on June 15, 2018 (the "Notes").foreseeable future.
Our future cash flows from operating activities will be reduced by $124.5$65.1 million due to the cash payments of accrued income taxes related to Tax Reform. The table below provides our best estimate of the timing and amount of these future cash flows but these amounts may change, perhaps materially, as noted within "Results of Operations - Income Taxes" above. The $124.5 million includes $100.0 million offor U.S. federal taxes on the deemed repatriation of undistributed foreign earnings whichthat are payable over an eight year period that began in fiscal 2019 with the first payment. The table below provides the expected timing of these future cash outflows, in accordance with the following installment schedule beginning in fiscal 2019for the remaining seven years (in millions):
2019$8.0
20208.0
Remaining 2020$5.5
20218.0
5.7
20228.0
5.7
20238.0
5.7
202415.0
10.6
202520.0
14.2
202625.0
17.7
Total$100.0
$65.1
The schedule above excludes an additional $22.7 million of foreign withholding taxes and $1.8 million of state taxes on the deemed repatriation of undistributed foreign earnings since the exact timing of the payments is unknown as of December 30, 2017.

Cash Flows. The following table provides a summary of cash flows for the periods presented, excluding the effect of exchange rates on cash and cash equivalents and restricted cash (in millions):
 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Cash provided by operating activities $69.1
 $79.5
Cash provided by (used in) operating activities $74.7
 $(33.3)
Cash used in investing activities $(16.5) $(6.8) $(13.4) $(23.7)
Cash used in financing activities $(109.1) $(4.2) $(33.1) $(47.3)
Operating Activities. Cash flows provided by operating activities duringwere $74.7 million for the three months ended December 30, 2017 was $69.1 million,January 4, 2020, as compared to $79.5cash flows used in operating activities of $33.3 million for the three months ended December 31, 2016.29, 2018. The decreaseincrease was primarily due to an $11.9cash flow improvements (reductions) of:
$63.0 million increase in cash used for working capital primarily driven by a $37.1 million decrease in accounts receivable cash flows, due towhich resulted primarily from the initial implementationtiming of a new factoring program during the three months ended December 31, 2016 and an $8.4 million increase in cash used for inventory to support increased revenue levels. This was partially offset by improvements of $27.4shipments.
$57.0 million in accounts payablepayables cash flows driven by increased purchasing activity to support increased net sales.
$42.7 million in support ofinventory cash flows driven by inventory management efforts.
$(25.4) million in customer deposit cash flows driven by a significant deposit received from one customer in the increased inventory levels and the timing of payments and a $10.7prior year.
$(16.6) million decrease in cash used for other current and noncurrent liabilities which resulted primarilycash flows driven by decreases in advance payments from a $7.8 million increase in restricted cash.customers and accrued salaries and wages due to timing of the quarter-end.








The following table provides a summary of cash cycle days for the periods indicated (in days):
 Three months ended Three Months Ended
 December 30,
2017
 December 31,
2016
 January 4,
2020
 December 29,
2018
Days in accounts receivable 45 49 49 51
Days in contract assets 12 10
Days in inventory 100 90 87 105
Days in accounts payable (63) (60) (61) (68)
Days in cash deposits (15) (13) (16) (15)
Annualized cash cycle 67 66 71 83
We calculate days in accounts receivable and contract assets as accounts receivableeach balance sheet item for the respective quarter divided by annualized sales for the respective quarter by day. We calculate days in inventory, accounts payable, and cash deposits as each balance sheet line item for the respective quarter divided by annualized cost of sales for the respective quarter by day. We calculate annualized cash cycle as the sum of days in accounts receivable, days in contract assets and days in inventory, less days in accounts payable and days in cash deposits.
As of December 30, 2017,January 4, 2020, annualized cash cycle days increased one daydecreased twelve days compared to December 31, 201629, 2018 due to the following factors:
Days in accounts receivable for the three months ended December 30, 2017January 4, 2020 decreased four2 days compared to the three months ended December 31, 2016.29, 2018. The decrease is primarily attributable to the timing of customer shipments with the additional week in the quarter.
Days in contract assets for the three months ended January 4, 2020 increased annualized net sales as2 days compared to the three months ended December 31, 2016 and an $84.6 million29, 2018. The increase in accounts receivable sold under factoring programs, which was partially offset by an increase in accounts receivable that resultedis due to increased demand from an increase in the length of payment termscustomers with certain customers.arrangements requiring revenue to be recognized over time as products are produced.
Days in inventory for the three months ended December 30, 2017 increased tenJanuary 4, 2020 decreased eighteen days compared to the three months ended December 31, 2016.29, 2018. The increasedecrease is primarily attributable to support new program ramps and as a result of experiencing longer lead times for certain components for new programs. In order to maintain a high level of customer service, we are procuring components earlier, which has led to the increase in inventory.inventory management efforts.
Days in accounts payable for the three months ended December 30, 2017 increased threeJanuary 4, 2020 decreased 7 days compared to the three months ended December 31, 2016.29, 2018. The increasedecrease is primarily driven by increasedattributable to reduced purchasing activity to support higher revenue levels, which was partially offset by the increase in annualized cost of sales.connection with our inventory management efforts.
Days in cash deposits for the three months ended December 30, 2017January 4, 2020 increased two days1 day compared to the three months ended December 31, 2016.29, 2018. The increase was primarily driven by an increase in customer deposits primarily dueattributable to significant deposits received from two customers during the three months ended December 30, 2017 as we actively seek deposits to cover higher inventory balances.

Free Cash Flow. We define free cash flow ("FCF"), a non-GAAP financial measure, as cash flow provided by (used in) operations less capital expenditures. FCF was $61.0 million for the three months ended December 30, 2017 was $52.4 million, a decrease of $20.1 million from the $72.5January 4, 2020 compared to $(58.2) million for the three months ended December 31, 2016, primarily due to a $10.4 million decrease in cash flows provided by operations, due to the factors discussed above, and a $9.7 million29, 2018, an increase in capital expenditures, discussed below.of $119.2 million.
Non-GAAP financial measures, including FCF, are used for internal management assessments because such measures provide additional insight to investors into ongoing financial performance. In particular, we provide FCF because we believe it offers insight into the metrics that are driving management decisions. We view FCF as an important financial metric as it demonstrates our ability to generate cash and can allow us to pursue opportunities that enhance shareholder value. FCF is a non-GAAP financial measure that should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. GAAP.








A reconciliation of FCF to our financial statements that were prepared using U.S. GAAP follows (in millions):
 Three months ended Three Months Ended
 December 30,
2017
 December 31,
2016
 January 4,
2020
 December 29,
2018
Cash flows provided by operating activities $69.1
 $79.5
Cash flows provided by (used in) operating activities $74.7
 $(33.3)
Payments for property, plant and equipment (16.7) (7.0) (13.7) (24.9)
Free cash flow $52.4
 $72.5
 $61.0
 $(58.2)
Investing Activities. Cash flows used in investing activities totaled $16.5were $13.4 million for the three months ended January 4, 2020 compared to $23.7 million for the three months ended December 30, 2017, an increase of $9.7 million as compared to $6.8 million for the three months ended December 31, 2016.29, 2018. The increasedecrease in cash used in investing activities was due to a $9.7$11.2 million increasedecrease in capital expenditures, primarily due to support new capabilities, new program ramps, and to replace or refresh older equipment.the construction of a second manufacturing facility in Guadalajara, Mexico which was completed in the fiscal first quarter of 2020.
We estimate funded capital expenditures for fiscal 20182020 to be approximately $80.0$55.0 to $90.0$70.0 million, of which $16.7$13.7 million was utilized through the first three months of fiscal 2018.2020. The remaining fiscal 20182020 capital expenditures are anticipated to be used primarily to fund a building purchase in Penang, Malaysia, and to support new program ramps andas well as to replace or refresh older equipment. We believe our estimated capital expenditures will continue to be funded from cash flows provided by operations, and may be supplemented by available cash or borrowings, if required.
Financing Activities.Cash flows used in financing activities totaled $109.1were $33.1 million for the three months ended December 30, 2017, an increase of $104.9 million asJanuary 4, 2020 compared to cash flows used in financing activities of $4.2$47.3 million for the three months ended December 31, 2016.29, 2018. The increasedecrease was primarily attributable to a $43.7 million decrease in cash used to repurchase our common stock and a $9.1 million increase in proceeds from the exercise of stock options. This change was partially offset by an increase of $36.0 million in pay-downs ofon our revolving credit facility, under which there were no outstanding borrowings as of December 30, 2017, as compared to $75.0 million of outstanding borrowings as of December 31, 2016.facility.
On June 6, 2016,August 20, 2019, the Board of Directors approved a multi-yearnew stock repurchase program underplan, pursuant to which the Company is authorized to repurchase up to $150.0$50.0 million of its common stock beginning in fiscal 2017, subject(the "2019 Program"). The 2019 Program commenced upon completion of the 2018 Program, as defined below. During the three months ended January 4, 2020, the Company repurchased 90,667 shares under the 2019 Program for $6.3 million at an average price of $69.82. As of January 4, 2020, $40.4 million of authority remained under the 2019 Program.
On February 14, 2018, the Board of Directors approved a stock repurchase plan under which the Company was authorized to market conditions and other considerations.repurchase $200.0 million of its common stock (the "2018 Program"). During the three months ended December 30, 2017,29, 2018, the Company repurchased 158,466869,949 shares under this program for approximately $9.5$50.1 million, at an average price of $60.25$57.53 per share. DuringThe 2018 Program was completed during the three months ended December 31, 2016, the Company repurchased 144,729 shares for approximately $7.1 million, at an average pricefiscal fourth quarter of $48.79 per share. 2019, when all share repurchase authority under it was exhausted.
All shares repurchased under the repurchaseaforementioned programs were recorded as treasury stock.
In fiscal 2011, PlexusOn June 15, 2018, the Company entered into a Note Purchase Agreement (the “2018 NPA”) pursuant to which it issued $175.0an aggregate of $150.0 million in principal amount of unsecured senior notes, consisting of $100.0 million in principal amount of 4.05% Series A Senior Notes, due on June 15, 2025, and $50.0 million in principal amount of 4.22% Series B Senior Notes, due on June 15, 2028 (collectively, the Notes.“2018 Notes”), in a private placement. The related Note Purchase Agreement contains2018 NPA includes customary operational and financial covenants with which the Company is required to comply, including, among others, maintenance of certain financial covenants, which includeratios such as a maximum total leverage ratio and a minimum interest coverage ratio andratio. The 2018 Notes may be prepaid in whole or in part at any time, subject to payment of a minimum net worth test, all as defined inmake-whole amount; interest on the agreement.2018 Notes is payable semiannually. As of December 30, 2017,January 4, 2020, the Company was in compliance with all suchthe covenants relating tounder the Notes and2018 NPA.
On May 15, 2019, the Note Purchase Agreement. With Tax Reform, we are refining our capital allocation plan and are considering potentially paying down all of the Notes, or refinancing the Notes, or a portion thereof, with a similar long-term product, although we can provide no assurances of the availability of such financing on attractive, or any, terms.
The Company also has arefinanced its then-existing senior unsecured revolving credit facility (the "Prior Credit Facility") by entering into a new 5-year senior unsecured revolving credit facility (collectively with the Prior Credit Facility, referred to as the "Credit Facility") with a, which expanded the maximum commitment from $300.0 million to $350.0 million and extended the maturity from July 5, 2021 to May 15, 2024. The maximum commitment that expires on July 5, 2021. Theunder the Credit Facility may be further increased to $500.0$600.0 million, generally by mutual agreement of the Company and the lenders, subject to certain customary conditions. For further information regardingDuring the three months ended January 4, 2020, the highest daily borrowing was $164.5 million; the average daily borrowings were $128.1 million. The Company borrowed $156.5 million and repaid $189.5 million of revolving borrowings under the Credit Facility see Note 3, "Debt, Capital Lease Obligations and Other Financing," in Notes to Condensed Consolidated Financial Statements.

The financial covenants (as defined underduring the Credit Agreement) require, among other covenants, that the Company maintain, as of each fiscal quarter end, a maximum total leverage ratio and a minimum interest coverage ratio.three months ended January 4, 2020. As of December 30, 2017,January 4, 2020, the Company was in compliance with all financial covenants ofrelating to the Credit Agreement.Agreement, which are generally consistent with those in the 2018 NPA discussed above. The Company is required to pay a commitment fee on the daily unused revolver credit commitment based on the Company's leverage ratio; the fee was 0.175% as of January 4, 2020.

The Credit Agreement and the Note Purchase Agreement2018 NPA allow for the future payment of cash dividends or the repurchase of shares provided that no event of default (including any failure to comply with a financial covenant) exists at the time of, or would be caused by, the dividend payment or the share repurchases. We have not paid cash dividends in the past and do not currently anticipate paying them inpast. However, the future. However, we evaluateBoard of Directors of the Company evaluates from time to time potential uses of excess cash, which in the future may include share repurchases above those already authorized, a special dividend or recurring dividends.
The Company has Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch) (the "BTMU"MUFG RPA"), and HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA"), under which the Company may elect to sell receivables at a discount,discount. These facilities are uncommitted facilities. The MUFG RPA was amended on an ongoing basis. As of December 30, 2017,23, 2019 to increase the maximum facility amountsamount from $280.0 million to $340.0 million. The maximum facility amount under the HSBC RPA as of these uncommitted facilities were $160.0 million andJanuary 4, 2020 is $60.0 million, respectively.million. The BTMUMUFG RPA is subject to expiration on October 3, 2018, but will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the BTMUMUFG RPA discussed above.
The Company sold receivables under a former trade accounts receivable sale program that expired during the first fiscal quarter of 2017.
The Company sold $162.4$227.8 million and $77.8$232.5 million of trade accounts receivable under these programs during the three months ended December 30, 2017January 4, 2020 and December 31, 2016,29, 2018, respectively, in exchange for cash proceeds of $161.5$226.6 million and $77.4$231.2 million, respectively.
In all cases, the sale discount was recorded within "Miscellaneous, other income (expense)"net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. For further information regarding the receivable sale programs, see Note 12,14, "Trade Accounts Receivable Sale Programs," in Notes to Condensed Consolidated Financial Statements.
Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents, potential borrowings under the Credit Facility potential pay-down and/or refinancing of the Notes and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements for the next twelve months, including the repayment of the Notes.months. If our future financing needs increase, we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our financial resources. However, we cannot be assured that we will be able to make any such arrangements on acceptable terms.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OFF-BALANCE SHEET OBLIGATIONS
Our disclosures regarding contractual obligations and commercial commitments are located in various parts of our regulatorySEC filings. Information in the following table provides a summary of our contractual obligations and commercial commitments as of December 30, 2017January 4, 2020 (dollars in millions):
 Payments Due by Fiscal Year Payments Due by Fiscal Year
Contractual Obligations Total Remaining 2018 2019-2020 2021-2022 2023 and thereafter Total Remaining 2020 2021-2022 2023-2024 2025 and thereafter
Short-Term Debt Obligations (1) $179.0
 $179.0
 $
 $
 $
Capital Lease and Other Financing Obligations (2) 38.1
 5.2
 6.0
 3.0
 23.9
Debt Obligations (1) $252.2
 $65.1
 $12.4
 $12.2
 $162.5
Finance Lease Obligations 127.2
 5.6
 12.6
 10.3
 98.7
Operating Lease Obligations 32.9
 6.7
 15.7
 5.2
 5.3
 58.8
 8.0
 16.8
 13.6
 20.4
Purchase Obligations (3)(2) 547.1
 513.2
 33.5
 0.2
 0.2
 638.4
 604.5
 33.4
 0.4
 0.1
Repatriation Tax on Undistributed Foreign Earnings (4)(3) 100.0
 
 16.0
 16.0
 68.0
 65.1
 5.5
 11.4
 16.3
 31.9
Other Long-Term Liabilities on the Balance Sheet (5) 14.4
 0.2
 0.2
 0.2
 13.8
Other Long-Term Liabilities not on the Balance Sheet (6) 6.3
 2.6
 0.8
 
 2.9
Other Financing Obligations (7) 31.4
 1.1
 3.2
 3.3
 23.8
Other Liabilities on the Balance Sheet (4) 17.6
 3.0
 5.6
 0.9
 8.1
Other Liabilities not on the Balance Sheet (5) 8.1
 4.0
 0.2
 0.5
 3.4
Total Contractual Cash Obligations $949.2
 $708.0
 $75.4
 $27.9
 $137.9
 $1,167.4
 $695.7
 $92.4
 $54.2
 $325.1


1)Includes $175.0As of January 4, 2020, debt obligations includes $150.0 million in principal amount of 2018 Notes as well as interest; see Note 3, "Debt, CapitalFinance Lease Obligations and Other Financing," in Notes to Condensed Consolidated Financial Statements for further information.
2)As of December 30, 2017, capital lease and other financing obligations consists of capital lease payments and interest as well as a non-cash financing obligation related to the failed sale-leaseback of a building in Guadalajara, Mexico.
3)As of December 30, 2017,January 4, 2020, purchase obligations consist primarily of purchases of inventory and equipment in the ordinary course of business.
4)3)As of January 4, 2020, repatriation tax on undistributed foreign earnings consists of U.S. federal income taxes on the deemed repatriation of undistributed foreign earnings due to Tax Reform, which is our best estimate and may change, perhaps materially.Reform. Refer to "Liquidity and Capital Resources" above for further detail.
5)4)As of December 30, 2017,January 4, 2020, other long-term obligations on the balance sheet included deferred compensation obligations to certain of our former and current executive officers, as well as other key employees, other financing obligations arising from information technology maintenance agreements, and asset retirement obligations.obligations related to our buildings. We have excluded from the above table the impact of approximately $3.1$2.2 million, as of December 30, 2017,January 4, 2020, related to unrecognized income tax benefits. The Company cannot make reliable estimates of the future cash flows by period related to these obligations.
6)5)As of December 30, 2017,January 4, 2020, other long-term obligations not on the balance sheet consistedconsist of guarantees and a commitment for salary continuation and certain benefits in the event employment of one executive officer of the Company is terminated without cause. Excluded from the amounts disclosed are certain bonus and incentive compensation amounts, which would be paid on a prorated basis in the year of termination.
7)Includes future minimum lease payments under the 10-year base lease agreement in Guadalajara as well as two 5-year renewal options.


DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES
Our critical accounting policies are disclosed in our 20172019 annual report on Form 10-K. Other than the item noted below, duringDuring the first quarter of fiscal 2018,2020, there were no material changes to these policies.changes.
Income Taxes:  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. With the enactment of Tax Reform, the Company now provides for additional U.S. and foreign income taxes that would become payable upon the repatriation of undistributed earnings of foreign subsidiaries. The Company maintains valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is required, the Company takes into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

NEW ACCOUNTING PRONOUNCEMENTS
See Note 1, "Basis of Presentation," in Notes to Condensed Consolidated Financial Statements for further information regarding new accounting pronouncements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in foreign exchange and interest rates. We selectively use financial instruments to reduce such risks. We do not use derivative financial instruments for speculative purposes.
Foreign Currency Risk
Our international operations create potential foreign exchange risk. Our policy is to selectively hedge our foreign currency denominated transactions in a manner that partially offsets the effects of changes in foreign currency exchange rates. We typically use foreign currency contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. Corresponding gains and losses on the underlying transaction generally offset the gains and losses on these foreign currency hedges.
Our percentages of transactions denominated in currencies other than the U.S. dollar for the indicated periods were as follows:
 Three Months Ended Three Months Ended
 December 30, 2017 December 31, 2016 January 4,
2020
 December 29,
2018
Net Sales 9.8% 7.8% 10.3% 9.3%
Total Costs 14.9% 12.7% 16.0% 15.6%
The Company has evaluated the potential foreign currency exchange rate risk on transactions denominated in currencies other than the U.S. dollar for the periods presented above. Based on the Company’s overall currency exposure, as of December 30, 2017,January 4, 2020, a 10.0%10% change in the value of the U.S. dollar relative to our other transactional currencies would not have a material effect on the Company’s financial position, results of operations, or cash flows.
Interest Rate Risk
We have financial instruments, including cash equivalents and debt, which are sensitive to changes in interest rates. The primary objective of our investment activities is to preserve principal, while maximizing yields without significantly increasing market risk. To achieve this, we maintain our portfolio of cash equivalents in a variety of highly rated securities, money market funds and certificates of deposit, and limit the amount of principal exposure to any one issuer.
As of January 4, 2020, our only material interest rate risk is associated with our Credit Facility. Borrowings under the Credit Facility bear interest, at the Company's option, at a eurocurrency or base rate plus, in each case, an applicable interest rate margin based on the Company's then-current leverage ratio (as defined in the Credit Agreement). As of January 4, 2020, the borrowing rate under the Credit Agreement was LIBOR plus 1.10%. The Company is monitoring developments related to LIBOR; see also Part I, Item 1A "Risk Factors" of our annual report on Form 10-K for the fiscal year ended September 28, 2019 for more information. Borrowings under the 2018 NPA are based on a fixed interest rate, thus mitigating much of our interest rate risk. Based on the Company's overall interest rate exposure, as of January 4, 2020, a 10.0% change in interest rates would not have a material effect on the Company's financial position, results of operations, or cash flows.
ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported on a timely basis. The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have reviewed and evaluated, with the participation of the Company’s management, the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report (the "Evaluation Date"). Based on such evaluation, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, (a) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act, and (b) in assuring that information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the first quarter of fiscal 2018,2020, other than explained below, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Effective September 29, 2019, we adopted the new leasing standard under ASC 2016-02, Leasing, using the modified retrospective method of adoption. The adoption of this guidance required changes to our processes, policies and internal controls to meet the impact of the new standard and disclosure requirements.


PART II.     OTHER INFORMATION
ITEM 1A.    Risk Factors
ITEM 1A.Risk Factors
In addition to the risks and uncertainties discussed herein, particularly those discussed in the “Safe Harbor” Cautionary Statement and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, see the risk factors set forth in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended September 30, 2017.28, 2019 that have had no material changes, except as set forth below.

The impact of the coronavirus on our operations, and the operations of our customers, suppliers and logistics providers, may harm our business.

We are actively assessing and responding where possible to the potential impact of the coronavirus outbreak in China.  This includes evaluating the impact on our employees, customers, suppliers, and logistics providers as well as evaluating governmental actions being taken to curtail the spread of the virus.  The significance of the impact on Plexus is yet uncertain; however, a material adverse effect on our employees, customers, suppliers, and logistics providers could have a material adverse effect on Plexus.  In addition, supply chain or logistics disruptions could materially impact our operations outside China since we purchase a meaningful level of components from Chinese suppliers for our sites in other countries.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides the specified information about the repurchases of shares by the Company during the three months ended December 30, 2017.

January 4, 2020.
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the plans or programs*
October 1, 2017 to October 28, 2017 66,792
 $58.47
 66,792
 $111,958,503
October 29, 2017 to November 25, 2017 39,932
 $61.14
 39,932
 $109,517,258
November 26, 2017 to December 30, 2017 51,742
 $61.85
 51,742
 $106,317,079
Total 158,466
 $60.25
 158,466
  

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the plans or programs*
September 29, 2019 to November 2, 2019 47,306
 $63.68
 47,306
 $43,708,530
November 3, 2019 to November 30, 2019 18,262
 $75.35
 18,262
 $42,332,408
December 1, 2019 to January 4, 2020 25,099
 $77.36
 25,099
 $40,390,820
Total 90,667
 $69.82
 90,667
 

* On June 6, 2016,August 20, 2019, the Board of Directors approved a multi-yearnew stock repurchase programplan under which the Company is authorized to repurchase up to $150.0$50.0 million of its common stock (the "2019 Program"). The 2019 Program commenced upon completion of the stock repurchase plan approved by the Board of Directors on February 14, 2018, pursuant to which the Company was authorized to repurchase $200.0 million of its common stock. The 2019 Program has no expiration.


ITEM 6.Exhibits
ITEM 6.    EXHIBITS
The list of exhibits is included below:
Exhibit 
No.
  Exhibit
10.1
31.1  
31.2  
32.1  
32.2  
99.1  
101  The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017,January 4, 2020, formatted in XBRL (ExtensibleiXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (iv)(v) Notes to Condensed Consolidated Financial Statements.
101.INS  Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH  Inline XBRL Taxonomy Extension Schema Document
101.CAL  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB  Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE  Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  Plexus Corp.
  Registrant
   
Date:2/2/187/2020 /s/ Todd P. Kelsey
  Todd P. Kelsey
  President and Chief Executive Officer
   
Date:2/2/187/2020 /s/ Patrick J. Jermain
  Patrick J. Jermain
  SeniorExecutive Vice President and Chief Financial Officer



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