UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 2,~~December 31, 2022


☐						TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-14423

PLEXUS CORP.

(Exact name of registrant as specified in charter)


Wisconsin						39-1344447
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

One Plexus Way

Neenah, Wisconsin 54957

(Address of principal executive offices) (Zip Code)

Telephone Number (920) 969-6000

(Registrant’s telephone number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	PLXS	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x 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 accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth 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 ☒

As of ~~May 3, 2022,~~January 31, 2023, there were ~~27,723,237~~27,702,483 shares of common stock outstanding.

Table of Contents

PLEXUS CORP.

TABLE OF CONTENTS

~~April 2,~~December 31, 2022



PART I. FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS			3
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Balance ~~Sheets~~Sheet			4
Condensed Consolidated Statements of Shareholders' Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			2018
"Safe Harbor" Cautionary Statement Under the Private Securities Litigation Reform Act of 1995			2018
Overview			2019
Results of ~~Operations~~Oper a tions			2320
Liquidity of Capital Resources			2723
Disclosure About Critical Accounting Policies			3227
New ~~Accounting~~Ac counting Pronouncements			3227
ITEM 3. 3 .QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			3227
ITEM 4. CONTROLS AND PROCEDURES			3228
PART ~~II.~~ I I. OTHER INFORMATION			3328
ITEM 1A. Risk Factors			3328
ITEM 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceed			3328
ITEM 6.6 . Exhibits			3429
SIGNATURES			3530

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

Unaudited


		Three Months Ended				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Net sales	Net sales	$	888,723	$	880,885	$	1,706,179	$	1,711,240	Net sales	$	1,093,925	$	817,456
Cost of sales	Cost of sales	812,213		789,883		1,559,673		1,540,961		Cost of sales	992,726		747,460
Gross profit	Gross profit	76,510		91,002		146,506		170,279		Gross profit	101,199		69,996
Selling and administrative expenses	Selling and administrative expenses	40,673		38,286		78,175		70,697		Selling and administrative expenses	43,858		37,502
Restructuring and impairment charges	Restructuring and impairment charges	—		2,029		2,021		2,029		Restructuring and impairment charges	—		2,021
Operating income	Operating income	35,837		50,687		66,310		97,553		Operating income	57,341		30,473
Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	(3,345)		(3,818)		(6,391)		(7,904)		Interest expense	(6,894)		(3,046)
Interest income	Interest income	262		390		533		764		Interest income	934		271
Miscellaneous, net	Miscellaneous, net	(1,446)		(825)		(2,369)		(2,343)		Miscellaneous, net	(1,944)		(923)
Income before income taxes	Income before income taxes	31,308		46,434		58,083		88,070		Income before income taxes	49,437		26,775
Income tax expense	Income tax expense	4,439		4,671		7,791		10,108		Income tax expense	7,247		3,352
Net income	Net income	$	26,869	$	41,763	$	50,292	$	77,962	Net income	$	42,190	$	23,423
Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.96	$	1.45	$	1.80	$	2.71	Basic	$	1.53	$	0.84
Diluted	Diluted	$	0.95	$	1.42	$	1.76	$	2.65	Diluted	$	1.49	$	0.82
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	27,987		28,736		28,002		28,799		Basic	27,639		28,018
Diluted	Diluted	28,427		29,310		28,566		29,409		Diluted	28,305		28,709
Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	26,869	$	41,763	$	50,292	$	77,962	Net income	$	42,190	$	23,423
Other comprehensive (loss) income:
Other comprehensive income (loss):										Other comprehensive income (loss):
Derivative instrument and other fair value adjustments	Derivative instrument and other fair value adjustments	436		(4,556)		1,708		(501)		Derivative instrument and other fair value adjustments	8,439		1,272
Foreign currency translation adjustments	Foreign currency translation adjustments	(4,328)		(3,404)		(5,906)		5,296		Foreign currency translation adjustments	13,777		(1,578)
Other comprehensive (loss) income		(3,892)		(7,960)		(4,198)		4,795
Other comprehensive income (loss)										Other comprehensive income (loss)	22,216		(306)
Total comprehensive income	Total comprehensive income	$	22,977	$	33,803	$	46,094	$	82,757	Total comprehensive income	$	64,406	$	23,117

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

Unaudited


		April 2, 2022		October 2, 2021			December 31, 2022		October 1, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	307,964	$	270,172	Cash and cash equivalents	$	247,880	$	274,805
Restricted cash	Restricted cash	912		341		Restricted cash	31		665
Accounts receivable, net of allowances of $1,758 and $1,188, respectively		571,085		519,684
Accounts receivable, net of allowances of $2,531 and $1,961, respectively						Accounts receivable, net of allowances of $2,531 and $1,961, respectively	733,962		737,696
Contract assets	Contract assets	116,087		115,283		Contract assets	119,016		138,540
Inventories, net	Inventories, net	1,374,285		972,312		Inventories, net	1,645,011		1,602,783
Prepaid expenses and other	Prepaid expenses and other	64,640		53,094		Prepaid expenses and other	68,401		61,633
Total current assets	Total current assets	2,434,973		1,930,886		Total current assets	2,814,301		2,816,122
Property, plant and equipment, net	Property, plant and equipment, net	425,874		395,094		Property, plant and equipment, net	448,325		444,705
Operating lease right-of-use assets	Operating lease right-of-use assets	67,062		72,087		Operating lease right-of-use assets	64,069		65,134
Deferred income taxes	Deferred income taxes	27,271		27,385		Deferred income taxes	39,337		39,075
Other assets	Other assets	34,868		36,441		Other assets	29,260		28,189
Total non-current assets	Total non-current assets	555,075		531,007		Total non-current assets	580,991		577,103
Total assets	Total assets	$	2,990,048	$	2,461,893	Total assets	$	3,395,292	$	3,393,225

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt and finance lease obligations	Current portion of long-term debt and finance lease obligations	$	222,393	$	66,313	Current portion of long-term debt and finance lease obligations	$	329,076	$	273,971
Accounts payable	Accounts payable	767,536		634,969		Accounts payable	753,755		805,583
Customer deposits	Customer deposits	364,572		204,985		Customer deposits	511,037		480,486
Accrued salaries and wages	Accrued salaries and wages	62,010		75,394		Accrued salaries and wages	64,126		88,876
Other accrued liabilities	Other accrued liabilities	242,626		147,042		Other accrued liabilities	296,466		357,273
Total current liabilities	Total current liabilities	1,659,137		1,128,703		Total current liabilities	1,954,460		2,006,189
Long-term debt and finance lease obligations, net of current portion	Long-term debt and finance lease obligations, net of current portion	186,069		187,033		Long-term debt and finance lease obligations, net of current portion	187,272		187,776
Long-term accrued income taxes payable	Long-term accrued income taxes payable	42,330		47,974		Long-term accrued income taxes payable	42,019		42,019
Long-term operating lease liabilities	Long-term operating lease liabilities	34,347		37,970		Long-term operating lease liabilities	32,149		33,628
Deferred income taxes payable	Deferred income taxes payable	5,295		5,677		Deferred income taxes payable	5,616		6,327
Other liabilities	Other liabilities	22,279		26,304		Other liabilities	23,517		21,555
Total non-current liabilities	Total non-current liabilities	290,320		304,958		Total non-current liabilities	290,573		291,305
Total liabilities	Total liabilities	1,949,457		1,433,661		Total liabilities	2,245,033		2,297,494
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, $0.01 par value, 5,000 shares authorized, none issued or outstanding	Preferred stock, $0.01 par value, 5,000 shares authorized, none issued or outstanding	—		—		Preferred stock, $0.01 par value, 5,000 shares authorized, none issued or outstanding	—		—
Common stock, $0.01 par value, 200,000 shares authorized, 54,077 and 53,849 shares issued, respectively, and 27,859 and 28,047 shares outstanding, respectively		541		538
Common stock, $0.01 par value, 200,000 shares authorized, 54,133 and 54,084 shares issued, respectively, and 27,612 and 27,679 shares outstanding, respectively						Common stock, $0.01 par value, 200,000 shares authorized, 54,133 and 54,084 shares issued, respectively, and 27,612 and 27,679 shares outstanding, respectively	541		541
Additional paid-in capital	Additional paid-in capital	641,175		639,778		Additional paid-in capital	654,059		652,467
Common stock held in treasury, at cost, 26,218 and 25,802 shares, respectively		(1,078,226)		(1,043,091)
Common stock held in treasury, at cost, 26,521 and 26,405 shares, respectively						Common stock held in treasury, at cost, 26,521 and 26,405 shares, respectively	(1,104,953)		(1,093,483)
Retained earnings	Retained earnings	1,484,283		1,433,991		Retained earnings	1,614,424		1,572,234
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(7,182)		(2,984)		Accumulated other comprehensive loss	(13,812)		(36,028)
Total shareholders’ equity	Total shareholders’ equity	1,040,591		1,028,232		Total shareholders’ equity	1,150,259		1,095,731
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,990,048	$	2,461,893	Total liabilities and shareholders’ equity	$	3,395,292	$	3,393,225

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

Unaudited


		Three Months Ended				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Common stock - shares outstanding	Common stock - shares outstanding									Common stock - shares outstanding
Beginning of period	Beginning of period	27,997		28,766		28,047		29,002		Beginning of period	27,679		28,047
Exercise of stock options and vesting of other share-based awards	Exercise of stock options and vesting of other share-based awards	168		242		228		313		Exercise of stock options and vesting of other share-based awards	49		60
Treasury shares purchased	Treasury shares purchased	(306)		(349)		(416)		(656)		Treasury shares purchased	(116)		(110)
End of period	End of period	27,859		28,659		27,859		28,659		End of period	27,612		27,997

Total stockholders' equity, beginning of period	Total stockholders' equity, beginning of period	$	1,044,095	$	1,006,959	$	1,028,232	$	977,480	Total stockholders' equity, beginning of period	$	1,095,731	$	1,028,232
Common stock - par value	Common stock - par value									Common stock - par value
Beginning of period	Beginning of period	539		536		538		535		Beginning of period	541		538
Exercise of stock options and vesting of other share-based awards	Exercise of stock options and vesting of other share-based awards	2		2		3		3		Exercise of stock options and vesting of other share-based awards	—		1
End of period	End of period	541		538		541		538		End of period	541		539
Additional paid-in capital	Additional paid-in capital									Additional paid-in capital
Beginning of period	Beginning of period	642,654		624,859		639,778		621,564		Beginning of period	652,467		639,778
Share-based compensation expense	Share-based compensation expense	5,908		6,473		12,178		11,822		Share-based compensation expense	5,683		6,270
Exercise of stock options and vesting of other share-based awards, including tax withholding	Exercise of stock options and vesting of other share-based awards, including tax withholding	(7,387)		(4,156)		(10,781)		(6,210)		Exercise of stock options and vesting of other share-based awards, including tax withholding	(4,091)		(3,394)
End of period	End of period	641,175		627,176		641,175		627,176		End of period	654,059		642,654
Treasury stock	Treasury stock									Treasury stock
Beginning of period	Beginning of period	(1,053,222)		(957,410)		(1,043,091)		(934,639)		Beginning of period	(1,093,483)		(1,043,091)
Treasury shares purchased	Treasury shares purchased	(25,004)		(29,129)		(35,135)		(51,900)		Treasury shares purchased	(11,470)		(10,131)
End of period	End of period	(1,078,226)		(986,539)		(1,078,226)		(986,539)		End of period	(1,104,953)		(1,053,222)
Retained earnings	Retained earnings									Retained earnings
Beginning of period	Beginning of period	1,457,414		1,331,278		1,433,991		1,295,079		Beginning of period	1,572,234		1,433,991
Net income	Net income	26,869		41,763		50,292		77,962		Net income	42,190		23,423
End of period	End of period	1,484,283		1,373,041		1,484,283		1,373,041		End of period	1,614,424		1,457,414
Accumulated other comprehensive (loss) income
Accumulated other comprehensive loss										Accumulated other comprehensive loss
Beginning of period	Beginning of period	(3,290)		7,696		(2,984)		(5,059)		Beginning of period	(36,028)		(2,984)
Other comprehensive (loss) income		(3,892)		(7,960)		(4,198)		4,795
Other comprehensive income (loss)										Other comprehensive income (loss)	22,216		(306)
End of period	End of period	(7,182)		(264)		(7,182)		(264)		End of period	(13,812)		(3,290)
Total stockholders' equity, end of period	Total stockholders' equity, end of period	$	1,040,591	$	1,013,952	$	1,040,591	$	1,013,952	Total stockholders' equity, end of period	$	1,150,259	$	1,044,095

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Unaudited


		Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	50,292	$	77,962	Net income	$	42,190	$	23,423
Adjustments to reconcile net income to net cash flows from operating activities:	Adjustments to reconcile net income to net cash flows from operating activities:					Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	30,936		30,671		Depreciation and amortization	16,290		15,489
Deferred income taxes		113		1,454
Share-based compensation expense and related charges	Share-based compensation expense and related charges	12,437		11,822		Share-based compensation expense and related charges	5,683		6,357
Provision for allowance for doubtful accounts		—		(2,405)
Other, net	Other, net	820		1,060		Other, net	502		602
Changes in operating assets and liabilities, excluding impacts of acquisition:
Changes in operating assets and liabilities, excluding impacts of currency:						Changes in operating assets and liabilities, excluding impacts of currency:
Accounts receivable	Accounts receivable	(54,099)		(21,955)		Accounts receivable	10,506		(70,159)
Contract assets	Contract assets	(335)		(2,439)		Contract assets	19,745		9,904
Inventories	Inventories	(405,648)		(4,689)		Inventories	(31,409)		(214,416)
Other current and non-current assets	Other current and non-current assets	(10,591)		(10,860)		Other current and non-current assets	(7,270)		(9,436)
Accrued income taxes payable	Accrued income taxes payable	(6,836)		(15,720)		Accrued income taxes payable	(2,655)		1,121
Accounts payable	Accounts payable	138,343		16,317		Accounts payable	(52,702)		76,222
Customer deposits	Customer deposits	160,218		14,284		Customer deposits	27,170		60,743
Other current and non-current liabilities	Other current and non-current liabilities	79,697		(6,643)		Other current and non-current liabilities	(76,844)		11,171
Cash flows (used in) provided by operating activities		(4,653)		88,859
Cash flows used in operating activities						Cash flows used in operating activities	(48,794)		(88,979)
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Payments for property, plant and equipment	Payments for property, plant and equipment	(64,181)		(23,149)		Payments for property, plant and equipment	(23,085)		(33,246)
Other, net	Other, net	(77)		1		Other, net	1,503		(124)
Cash flows used in investing activities	Cash flows used in investing activities	(64,258)		(23,148)		Cash flows used in investing activities	(21,582)		(33,370)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Borrowings under debt agreements	Borrowings under debt agreements	377,000		151,967		Borrowings under debt agreements	197,000		181,134
Payments on debt and finance lease obligations	Payments on debt and finance lease obligations	(223,282)		(254,396)		Payments on debt and finance lease obligations	(142,001)		(97,565)
Repurchases of common stock	Repurchases of common stock	(35,135)		(51,900)		Repurchases of common stock	(11,470)		(10,131)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	307		3,303		Proceeds from exercise of stock options	—		307
Payments related to tax withholding for share-based compensation	Payments related to tax withholding for share-based compensation	(11,089)		(9,510)		Payments related to tax withholding for share-based compensation	(4,091)		(3,702)
Cash flows provided by (used in) financing activities		107,801		(160,536)
Cash flows provided by financing activities						Cash flows provided by financing activities	39,438		70,043
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(527)		1,443		Effect of exchange rate changes on cash and cash equivalents	3,379		184
Net increase (decrease) in cash and cash equivalents and restricted cash		38,363		(93,382)
Net decrease in cash and cash equivalents and restricted cash						Net decrease in cash and cash equivalents and restricted cash	(27,559)		(52,122)
Cash and cash equivalents and restricted cash:	Cash and cash equivalents and restricted cash:					Cash and cash equivalents and restricted cash:
Beginning of period	Beginning of period	270,513		387,894		Beginning of period	275,470		270,513
End of period	End of period	$	308,876	$	294,512	End of period	$	247,911	$	218,391

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLEXUS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL 2,~~DECEMBER 31, 2022 AND ~~APRIL 3, 2021~~JANUARY 1, 2022

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”). The accompanying Condensed Consolidated Financial Statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the ~~condensed~~ consolidated financial position of the Company as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022, the results of operations and shareholders' equity for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021,~~January 1, 2022, and the cash flows for the same ~~six~~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. All 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 ~~2021~~2022 Annual Report on Form 10-K.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and notes thereto. ~~The full extent to which the COVID-19 outbreak will impact the Company's business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted.~~ The Company has considered information available as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted:

In September 2022, the FASB issued ASU 2022-04, which requires enhanced disclosures about supplier finance programs. The guidance is effective for the Company beginning in the first quarter of fiscal 2024. Early adoption is permitted. The Company ~~believes~~is currently in the process of assessing the impacts of the guidance.

The Company does not believe that noany 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 ~~April 2,~~December 31, 2022 and October ~~2, 2021~~1, 2022 consisted of the following (in thousands):


		April 2, 2022		October 2, 2021			December 31, 2022		October 1, 2022
Raw materials	Raw materials	$	1,223,498	$	860,538	Raw materials	$	1,468,942	$	1,433,353
Work-in-process	Work-in-process	73,252		48,356		Work-in-process	81,822		81,207
Finished goods	Finished goods	77,535		63,418		Finished goods	94,247		88,223
Total inventories, net	Total inventories, net	$	1,374,285	$	972,312	Total inventories, net	$	1,645,011	$	1,602,783

In certain circumstances, per contractual terms, customer deposits are received by the Company to offset 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 April 2, 2022 and October 2, 2021 were~~ ~~$351.7 million and $200.6 million, respectively.~~

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Consolidated Balance Sheets as of December 31, 2022 and October 1, 2022 was $483.1 million and $463.2 million, respectively.

3. Debt, Finance Lease ~~Obligations~~ and Other Financing Obligations

Debt, ~~and~~ finance lease and other financing obligations as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022 consisted of the following (in thousands):


		April 2, 2022		October 2, 2021			December 31, 2022		October 1, 2022
4.05% Senior Notes, due June 15, 2025	4.05% Senior Notes, due June 15, 2025	$	100,000	$	100,000	4.05% Senior Notes, due June 15, 2025	$	100,000	$	100,000
4.22% Senior Notes, due June 15, 2028	4.22% Senior Notes, due June 15, 2028	50,000		50,000		4.22% Senior Notes, due June 15, 2028	50,000		50,000
Borrowings under the revolving commitment		212,000		55,000
Borrowings under Credit Facility						Borrowings under Credit Facility	320,000		263,000
Finance lease and other financing obligations	Finance lease and other financing obligations	47,251		49,279		Finance lease and other financing obligations	47,786		50,269
Unamortized deferred financing fees	Unamortized deferred financing fees	(789)		(933)		Unamortized deferred financing fees	(1,438)		(1,522)
Total obligations	Total obligations	408,462		253,346		Total obligations	516,348		461,747
Less: current portion	Less: current portion	(222,393)		(66,313)		Less: current portion	(329,076)		(273,971)
Long-term debt and finance lease obligations, net of current portion		$	186,069	$	187,033
Long-term debt, finance lease and other financing obligations, net of current portion						Long-term debt, finance lease and other financing obligations, net of current portion	$	187,272	$	187,776

On June 15, 2018, the Company 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 NPA includes customary operational and financial covenants with which the Company is required to comply, including, among others, maintenance of certain financial ratios such as a total leverage ratio and a minimum interest coverage ratio. The 2018 Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the 2018 Notes is payable semiannually. As of ~~April 2,~~December 31, 2022, the Company was in compliance with covenants for all debt agreements.

During the ~~covenants~~three months ended December 31, 2022, the highest daily borrowing under the ~~2018 NPA.~~

~~On May 15, 2019, the Company refinanced its then-existing senior unsecured revolving credit facility by entering into a new~~Company's 5-year senior unsecured revolving credit facility (referred to as the "Credit Facility"), 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 under the Credit Facility may be further increased to $600.0 million, generally by mutual agreement of the Company and the lenders, subject to certain customary conditions. During the six months ended April 2, 2022, the highest daily borrowing was ~~$294.0~~$394.0 million; the average daily borrowings were ~~$168.7~~$320.9 million. The Company borrowed $377.0 million and repaid $220.0 million of revolving borrowings ("revolving commitment") under the Credit Facility during the six months ended April 2, 2022. As of April 2, 2022, the Company was in compliance with all financial covenants relating to the Credit Facility, 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 revolving commitment based on the Company's leverage ratio; the fee was 0.15% as of April 2, 2022.

The fair value of the Company’s debt, excluding finance lease and other financing obligations, was $~~360.3~~461.5 million and ~~$217.1~~$401.6 million as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022, respectively. The carrying value of the Company's debt, excluding finance lease and other financing obligations, was ~~$362.0~~$470.0 million and $~~205.0~~413.0 million as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022, 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 and Fair Value Measurements," for further information regarding the Company's fair value calculations and classifications.

4. Derivatives and Fair Value Measurements

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 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.

The 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 ~~$0.7~~$2.4 million of unrealized gains, net of tax, related to cash flow hedges will be reclassified from other comprehensive income (loss) ~~income~~ into earnings. Changes in the fair value of the

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non-designated derivatives related to recognized foreign currency denominated assets and liabilities are recorded in "Miscellaneous, net" in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The Company enters into forward currency exchange contracts for its operations in ~~Malaysia~~certain jurisdictions in the AMER and ~~Mexico~~APAC segments on a rolling basis. The Company had cash flow hedges outstanding with a notional value of ~~$137.8~~$148.7 million as of ~~April 2,~~December 31, 2022, and a notional value of ~~$107.4~~$143.2 million as of October ~~2, 2021.~~1, 2022. 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 ~~$0.7~~$2.4 million asset as of ~~April 2,~~December 31, 2022, and a ~~$1.0~~$6.0 million liability as of October ~~2, 2021.~~1, 2022.

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The Company had additional forward currency exchange contracts outstanding as of ~~April 2,~~December 31, 2022, with a notional value of ~~$43.3~~$113.5 million; there were ~~$38.6~~$60.1 million such contracts outstanding as of October ~~2, 2021.~~1, 2022. The Company did not designate these derivative instruments as hedging instruments. The 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, net" in the Condensed Consolidated Statements of Comprehensive Income. The total fair value of these derivatives was a ~~$0.8~~$1.0 million ~~liability~~asset as of ~~April 2,~~December 31, 2022, and a ~~$0.2~~$0.3 million ~~liability~~asset as of October ~~2, 2021.~~1, 2022.

The tables below present information regarding the fair values of derivative instruments (as defined in Note 1, "Description of Business and Significant Accounting Policies") 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

Derivative Assets

Derivative Liabilities

April 2,
2022

October 2,
2021

April 2,
2022

October 2,
2021

December 31,
2022

October 1,
2022

December 31,
2022

October 1,
2022

Derivatives designated as hedging instruments

Balance sheet
classification

Fair Value

Balance sheet
classification

Fair Value

Derivatives designated as hedging instruments

Balance sheet
classification

Fair Value

Balance sheet
classification

Fair Value

Foreign currency forward contracts

Prepaid expenses and other

726

Other accrued liabilities

1,119

Foreign currency forward contracts

Prepaid expenses and other

2,451

715

Other accrued liabilities

6,747

Fair Values of Derivative Instruments (in thousands)

Derivative Assets

Derivative Liabilities

Derivative Assets

Derivative Liabilities

April 2,
2022

October 2,
2021

April 2,
2022

October 2,
2021

December 31,
2022

October 1,
2022

December 31,
2022

October 1,
2022

Derivatives not designated as hedging instruments

Balance sheet
classification

Fair Value

Balance sheet
classification

Fair Value

Derivatives not designated as hedging instruments

Balance sheet
classification

Fair Value

Balance sheet
classification

Fair Value

Foreign currency forward contracts

Prepaid expenses and other

112

133

Other accrued liabilities

911

356

Foreign currency forward contracts

Prepaid expenses and other

2,487

1,555

Other accrued liabilities

1,486

1,249

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss ("OCL") (in thousands)

for the Three Months Ended

Derivatives in cash flow hedging relationships

Amount of Gain (Loss) Recognized in OCL on Derivatives

Derivatives in cash flow hedging relationships

Amount of Gain Recognized in OCL on Derivatives

April 2, 2022

April 3, 2021

December 31, 2022

January 1, 2022

Foreign currency forward contracts

317

(2,748)

Foreign currency forward contracts

6,150

470

Derivative Impact on Gain (Loss) Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands)

Derivative Impact on Loss Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands)

for the Three Months Ended

Derivatives in cash flow hedging relationships

Classification of (Loss) Gain Reclassified from Accumulated OCL into Income

Amount of (Loss) Gain Reclassified from Accumulated OCL into Income

Derivatives in cash flow hedging relationships

Classification of Loss Reclassified from Accumulated OCL into Income

Amount of Loss Reclassified from Accumulated OCL into Income

April 2, 2022

April 3, 2021

December 31, 2022

January 1, 2022

Foreign currency forward contracts

Cost of sales

(109)

1,643

Foreign currency forward contracts

Cost of sales

(2,132)

(743)

Foreign currency forward contracts

Selling and administrative expenses

(10)

165

Foreign currency forward contracts

Selling and administrative expenses

(157)

(59)

Derivatives not designated as hedging instruments Location of (Loss) Gain Recognized on Derivatives in Income Amount of Loss on Derivatives Recognized in Income
April 2, 2022 April 3, 2021
Foreign currency forward contracts Miscellaneous, net $ (782) $ (233)

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The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss ("OCL") (in thousands)
for the Six Months Ended
Derivatives in cash flow hedging relationships Amount of Gain Recognized in OCL on Derivatives
April 2, 2022 April 3, 2021
Foreign currency forward contracts $ 787 $ 1,411

Derivative Impact on (Loss) Gain Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands)
for the Six Months Ended
Derivatives in cash flow hedging relationships Classification of (Loss) Gain Reclassified from Accumulated OCL into Income Amount of (Loss) Gain Reclassified from Accumulated OCL into Income
April 2, 2022 April 3, 2021
Foreign currency forward contracts Cost of sales $ (852) $ 1,741
Foreign currency forward contracts Selling and administrative expenses $ (69) $ 171

Derivatives not designated as hedging instruments

Location of (Loss) Gain Recognized on Derivatives in Income

Amount of (Loss) Gain on Derivatives Recognized in Income

Derivatives not designated as hedging instruments

Location of Gain (Loss) Recognized on Derivatives in Income

Amount of Gain (Loss) on Derivatives Recognized in Income

April 2, 2022

April 3, 2021

December 31, 2022

January 1, 2022

Foreign currency forward contracts

Miscellaneous, net

(825)

297

Foreign currency forward contracts

Miscellaneous, net

747

(43)

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

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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 of the Company’s derivatives as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022, by input level:


Fair Value Measurements Using Input Levels Liability (in thousands)
April 2, 2022		Level 1		Level 2		Level 3		Total
Fair Value Measurements Using Input Levels Asset/(Liability) (in thousands)										Fair Value Measurements Using Input Levels Asset/(Liability) (in thousands)
Fiscal period ended December 31, 2022										Fiscal period ended December 31, 2022	Level 1		Level 2		Level 3		Total
Derivatives	Derivatives									Derivatives
Foreign currency forward contracts	Foreign currency forward contracts	$	—	$	(134)	$	—	$	(134)	Foreign currency forward contracts	$	—	$	3,408	$	—	$	3,408

October 2, 2021
Fiscal period ended October 1, 2022										Fiscal period ended October 1, 2022
Derivatives	Derivatives									Derivatives
Foreign currency forward contracts	Foreign currency forward contracts	$	—	$	(1,266)	$	—	$	(1,266)	Foreign currency forward contracts	$	—	$	(5,726)	$	—	$	(5,726)

The fair value of 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. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currency.

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5. Income Taxes

Income tax expense for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 was ~~$4.4~~$7.2 million ~~and $7.8 million, respectively,~~ compared to ~~$4.7 million and $10.1~~$3.4 million for the three ~~and six~~ months ended ~~April 3, 2021, respectively.~~January 1, 2022.

The effective tax rates for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and January 1, 2022 were ~~14.2%~~14.7% and ~~13.4%~~12.5%, ~~respectively, compared to~~respectively. The effective tax rate for the three months ended December 31, 2022 increased from the effective tax ~~rates of 10.1% and 11.5%~~rate for the three ~~and six~~ months ended ~~April 3, 2021, respectively. The increases were~~January 1, 2022 primarily due to increases in discrete tax expenses of $1.2 million and $0.7 million for the three and six months ended April 2, 2022, respectively, as compared to the three and six months ended April 3, 2021, as well as a change in the geographic distribution of pre-tax book income. The increases in discrete tax expenses were primarily due to a $0.9 million discrete tax benefit during the three and six months ended April 3, 2021, related to the release of a full valuation allowance for a jurisdiction within the EMEA segment related to a settlement of an income tax audit.

The amount of unrecognized tax benefits recorded for uncertain tax positions increased by ~~$0.6~~$0.9 million for the three months ended ~~April 2,~~December 31, 2022. 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 ~~and six~~ months ended ~~April 2,~~December 31, 2022 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. The Company is under audit in a foreign jurisdiction but a 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 ~~April 2,~~December 31, 2022, 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 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.

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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 ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 (in thousands, except per share amounts):


		Three Months Ended				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Net income	Net income	$	26,869	$	41,763	$	50,292	$	77,962	Net income	$	42,190	$	23,423
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	27,987		28,736		28,002		28,799		Basic weighted average common shares outstanding	27,639		28,018
Dilutive effect of share-based awards and options outstanding	Dilutive effect of share-based awards and options outstanding	440		574		564		610		Dilutive effect of share-based awards and options outstanding	666		691
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	28,427		29,310		28,566		29,409		Diluted weighted average shares outstanding	28,305		28,709
Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.96	$	1.45	$	1.80	$	2.71	Basic	$	1.53	$	0.84
Diluted	Diluted	$	0.95	$	1.42	$	1.76	$	2.65	Diluted	$	1.49	$	0.82

For the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021, share-based awards for less than 0.1 million shares~~January 1, 2022, there were ~~not included in the computation of diluted earnings per share as they were antidilutive.~~no antidilutive awards.

See also Note 12, "Shareholders' Equity," for information regarding the Company's share repurchase plans.

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7. Leases

The components of lease expense for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 indicated were as follows (in thousands):


		Three Months Ended				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Finance lease expense:	Finance lease expense:									Finance lease expense:
Amortization of right-of-use assets	Amortization of right-of-use assets	$	1,667	$	2,135	$	3,360	$	3,151	Amortization of right-of-use assets	$	1,614	$	1,693
Interest on lease liabilities	Interest on lease liabilities	1,229		1,237		2,451		2,440		Interest on lease liabilities	1,272		1,222
Operating lease expense	Operating lease expense	2,838		2,697		5,695		5,449		Operating lease expense	2,606		2,857
Other lease expense	Other lease expense	1,443		1,266		2,847		2,519		Other lease expense	1,766		1,404
Total	Total	$	7,177	$	7,335	$	14,353	$	13,559	Total	$	7,258	$	7,176

Based on the nature of the ~~right-of-use~~right-of use ("ROU") asset, amortization of finance lease ROU 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.

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The following tables sets forth the amount of lease assets and lease liabilities included in the Company’s Condensed Consolidated Balance Sheets (in thousands):


		Financial Statement Line Item	April 2, 2022		October 2, 2021			Financial Statement Line Item	December 31, 2022		October 1, 2022
ASSETS	ASSETS						ASSETS
Finance lease assets	Finance lease assets	Property, plant and equipment, net	$	37,361	$	38,657	Finance lease assets	Property, plant and equipment, net	$	38,025	$	40,063
Operating lease assets	Operating lease assets	Operating lease right-of-use assets	67,062		72,087		Operating lease assets	Operating lease right-of-use assets	64,069		65,134
Total lease assets	Total lease assets		$	104,423	$	110,744	Total lease assets		$	102,094	$	105,197

LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY						LIABILITIES AND SHAREHOLDERS' EQUITY
Current	Current						Current
Finance lease liabilities	Finance lease liabilities	Current portion of long-term debt and finance lease obligations	$	4,309	$	4,616	Finance lease liabilities	Current portion of long-term debt and finance lease obligations	$	4,406	$	5,087
Operating lease liabilities	Operating lease liabilities	Other accrued liabilities	9,266		9,877		Operating lease liabilities	Other accrued liabilities	8,878		7,948
Non-current	Non-current						Non-current
Finance lease liabilities	Finance lease liabilities	Long-term debt and finance lease obligations, net of current portion	36,637		36,919		Finance lease liabilities	Long-term debt and finance lease obligations, net of current portion	38,583		39,257
Operating lease liabilities	Operating lease liabilities	Long-term operating lease liabilities	34,347		37,970		Operating lease liabilities	Long-term operating lease liabilities	32,149		33,628
Total lease liabilities	Total lease liabilities		$	84,559	$	89,382	Total lease liabilities		$	84,016	$	85,920

8. Share-Based Compensation

The Company recognized ~~$6.1~~$5.8 million and ~~$12.4~~$6.3 million of compensation expense associated with share-based awards for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 ~~respectively,~~ and ~~$6.5 million and $11.8 million for the three and six months ended April 3, 2021,~~January 1, 2022, respectively.

Performance stock units ("PSUs") are payable in shares of the Company's common stock and have a performance period of three years. For PSUs, 50% 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 for grants issued in fiscal 2020 and prior and the S&P 400 Index for grants issued in fiscal 2021 and beyond. Both are a market condition. The remaining 50% of PSUs vest based upon a three-point annual average of the Company's absolute economic return, a performance condition, with grants made in fiscal 2021 and beyond being subject to an individual year minimum and maximum absolute economic return. The vesting and payout of

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awards will range between 0% and 200% of the shares granted based upon metrics during a performance period for PSUs based on economic return and PSUs based on TSR compared to the Russell 3000 Index. For PSUs based on TSR compared to the S&P 400 Index, the vesting and payout of awards will range between 0% and 150% of shares granted. Payout at target, 100% of the shares granted, will occur if the TSR of Plexus stock is at the 50th percentile of companies in the Russell 3000 Index or S&P 400 Index during the performance period and if a 2.5% average economic return is achieved over the performance period of three years. The number of shares that may be issued pursuant to PSUs ranges from zero to 0.5 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.~~

9. Litigation

The Company is party to lawsuits in the ordinary course of business. Management does not believe 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.

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 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.

1312

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Information about the Company’s 3three reportable segments for ~~the~~ three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 is as follows (in thousands):


		Three Months Ended				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Net sales:	Net sales:									Net sales:
AMER	AMER	$	311,205	$	364,697	$	588,551	$	692,264	AMER	$	389,662	$	277,346
APAC	APAC	533,885		458,872		1,025,557		910,174		APAC	641,904		491,672
EMEA	EMEA	73,702		83,322		146,565		162,045		EMEA	89,373		72,863
Elimination of inter-segment sales	Elimination of inter-segment sales	(30,069)		(26,006)		(54,494)		(53,243)		Elimination of inter-segment sales	(27,014)		(24,425)
		$	888,723	$	880,885	$	1,706,179	$	1,711,240		$	1,093,925	$	817,456

Operating income (loss):	Operating income (loss):									Operating income (loss):
AMER	AMER	$	7,769	$	26,203	$	9,559	$	42,685	AMER	$	17,415	$	1,790
APAC	APAC	60,860		58,112		121,548		119,654		APAC	78,406		60,688
EMEA	EMEA	490		(1,618)		1,446		(2,606)		EMEA	(639)		956
Corporate and other costs	Corporate and other costs	(33,282)		(32,010)		(66,243)		(62,180)		Corporate and other costs	(37,841)		(32,961)
		$	35,837	$	50,687	$	66,310	$	97,553		57,341		30,473
Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	$	(3,345)	$	(3,818)	$	(6,391)	$	(7,904)	Interest expense	(6,894)		(3,046)
Interest income	Interest income	262		390		533		764		Interest income	934		271
Miscellaneous, net	Miscellaneous, net	(1,446)		(825)		(2,369)		(2,343)		Miscellaneous, net	(1,944)		(923)
Income before income taxes	Income before income taxes	$	31,308	$	46,434	$	58,083	$	88,070	Income before income taxes	$	49,437	$	26,775


		April 2, 2022		October 2, 2021			December 31, 2022		October 1, 2022
Total assets:	Total assets:					Total assets:
AMER	AMER	$	962,320	$	789,385	AMER	$	1,171,188	$	1,150,605
APAC	APAC	1,626,518		1,283,124		APAC	1,809,364		1,807,542
EMEA	EMEA	295,353		275,122		EMEA	339,382		302,901
Corporate and eliminations	Corporate and eliminations	105,857		114,262		Corporate and eliminations	75,358		132,177
		$	2,990,048	$	2,461,893		$	3,395,292	$	3,393,225

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-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. The 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, design defects or damage caused by any party or cause other than the Company.

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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 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 ~~six~~three months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 (in thousands):


		Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Reserve balance, beginning of period	Reserve balance, beginning of period	$	6,645	$	6,386	Reserve balance, beginning of period	$	6,925	$	6,645
Accruals for warranties issued during the period	Accruals for warranties issued during the period	1,885		967		Accruals for warranties issued during the period	727		1,258
Settlements (in cash or in kind) during the period	Settlements (in cash or in kind) during the period	(1,193)		(1,747)		Settlements (in cash or in kind) during the period	(1,131)		(741)
Reserve balance, end of period	Reserve balance, end of period	$	7,337	$	5,606	Reserve balance, end of period	$	6,521	$	7,162

12. Shareholders' Equity

On August ~~20, 2019,~~11, 2021, the Board of Directors approved a share repurchase program under which the Company iswas authorized to repurchase up to $50.0 million of its common stock (the ~~"2019~~"2022 Program"). The 2022 Program commenced upon completion of the 2021 Program and was completed in fiscal 2022. During the ~~six~~three months ended ~~April 3, 2021,~~January 1, 2022, the Company ~~completed the 2019 Program by repurchasing 73,560~~repurchased 110,440 shares under this program for ~~$5.3~~$10.2 million at an average price of ~~$72.44~~$91.74 per share.

On August ~~13, 2020,~~18, 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $50.0 million of its common stock (the "2021 Program"). On November 18, 2020, the Board of Directors approved an additional $50.0 million in share repurchase authority under the existing 2021 Program such that there then existed a total of $100.0 million in share repurchase authority under the program. The 2021 Program commenced upon completion of the 2019 Program. During the three months ended April 3, 2021, the Company repurchased 349,297 shares under this program for $29.1 million at an average price of $83.39 per share. During the six months ended April 3, 2021, the Company repurchased 582,808 shares under this program for $46.6 million at an average price of $79.91 per share.

~~On August 11, 2021, the Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $50.0 million of its common stock (the "2022~~"2023 Program"). The ~~2022~~2023 Program ~~commenced upon completion of the 2021 Program. The 2022 Program~~became effective immediately and has no expiration. During the three months ended ~~April 2,~~December 31, 2022, the Company repurchased ~~305,707~~115,723 shares under this program for ~~$25.0~~$11.5 million at an average price of ~~$81.79 per share. During the six months ended April 2, 2022, the Company repurchased 416,147 shares under this program for $35.2 million at an average price of $84.43~~$99.12 per share. As of ~~April 2,~~December 31, 2022, ~~$11.7~~$35.0 million of authority remained under the ~~2022~~2023 Program.

All shares repurchased under the aforementioned programs were recorded as treasury stock.

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.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which the Company may elect to sell receivables; at a discount. All facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA ~~as of April 2, 2022~~ is $340.0 million. The maximum facility amount under the HSBC RPA ~~as of April 2, 2022~~ is $60.0 million. The MUFG RPA 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 MUFG RPA previously discussed.

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

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of the receivables less a discount. The sale discount is recorded within "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. The Company continues servicing receivables sold and performing all accounts receivable administrative functions, and in exchange receives a servicing fee, under both the MUFG RPA and HSBC RPA. Servicing fees related to trade accounts receivable programs recognized during the three ~~and~~ ~~six~~months ended ~~April 2,~~December 31, 2022 and January 1, 2022~~April 3, 2021~~ were not material.

The Company sold ~~$202.2~~$185.6 million and ~~$195.6~~$148.0 million of trade accounts receivable under these programs, or their predecessors, during ~~the~~ three months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~,January 1, 2022, respectively, in exchange for cash proceeds of ~~$201.5~~$183.6 million and $~~195.1~~147.5 million, respectively. As of December 31, 2022 and January 1, 2022, $196.8 million and $151.0 million,

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~~The Company sold $350.2 million and $394.0 million~~ ~~of trade accounts receivable under these programs, or their predecessors, during the~~ ~~six~~ ~~months ended April 2, 2022 and~~ ~~April 3, 2021, respectively, in exchange for cash proceeds~~ ~~of $349.0 million and$392.9 million, respectively.~~

~~As of~~ ~~April 2, 2022 and October 2, 2021, $200.4 million and $176.0 million,~~ respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by the Company remained outstanding and had not yet been collected.

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.

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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.

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Disaggregated Revenue

The table below includes the Company’s revenue for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021 and~~January 1, 2022 indicated disaggregated by geographic reportable segment and market sector (in thousands):


		Three Months Ended									Three Months Ended
		April 2, 2022									December 31, 2022
		Reportable Segment:									Reportable Segment:
		AMER		APAC		EMEA		Total			AMER		APAC		EMEA		Total
Market Sector:	Market Sector:									Market Sector:
Industrial	Industrial	$	98,267	$	302,326	$	14,061	$	414,654	Industrial	$	103,027	$	350,584	$	18,471	$	472,082
Healthcare/Life Sciences	Healthcare/Life Sciences	143,855		165,099		44,294		353,248		Healthcare/Life Sciences	215,381		223,290		49,196		487,867
Aerospace/Defense	Aerospace/Defense	67,213		38,923		14,685		120,821		Aerospace/Defense	68,022		45,654		20,300		133,976
External revenue	External revenue	309,335		506,348		73,040		888,723		External revenue	386,430		619,528		87,967		1,093,925
Inter-segment sales	Inter-segment sales	1,870		27,537		662		30,069		Inter-segment sales	3,232		22,376		1,406		27,014
Segment revenue	Segment revenue	$	311,205	$	533,885	$	73,702	$	918,792	Segment revenue	$	389,662	$	641,904	$	89,373	$	1,120,939

Three Months Ended
April 3, 2021
Reportable Segment:
AMER APAC EMEA Total
Market Sector:
Industrial $ 131,341 $ 255,537 $ 20,040 $ 406,918
Healthcare/Life Sciences 155,027 149,863 44,877 349,767
Aerospace/Defense 75,188 31,320 17,692 124,200
External revenue 361,556 436,720 82,609 880,885
Inter-segment sales 3,141 22,152 713 26,006
Segment revenue $ 364,697 $ 458,872 $ 83,322 $ 906,891

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Six Months Ended
April 2, 2022
Reportable Segment:
AMER APAC EMEA Total
Market Sector:
Industrial $ 181,512 $ 567,601 $ 29,368 $ 778,481
Healthcare/Life Sciences 279,817 334,336 83,560 697,713
Aerospace/Defense 122,963 74,666 32,356 229,985
External revenue 584,292 976,603 145,284 1,706,179
Inter-segment sales 4,259 48,954 1,281 54,494
Segment revenue $ 588,551 $ 1,025,557 $ 146,565 $ 1,760,673


		Six Months Ended									Three Months Ended
		April 3, 2021									January 1, 2022
		Reportable Segment:									Reportable Segment:
		AMER		APAC		EMEA		Total			AMER		APAC		EMEA		Total
Market Sector:	Market Sector:									Market Sector:
Industrial	Industrial	$	253,367	$	493,785	$	37,808	$	784,960	Industrial	$	83,245	$	265,275	$	15,307	$	363,827
Healthcare/Life Sciences	Healthcare/Life Sciences	281,466		303,909		83,705		669,080		Healthcare/Life Sciences	135,962		169,237		39,266		344,465
Aerospace/Defense	Aerospace/Defense	152,168		65,579		39,453		257,200		Aerospace/Defense	55,750		35,743		17,671		109,164
External revenue	External revenue	687,001		863,273		160,966		1,711,240		External revenue	274,957		470,255		72,244		817,456
Inter-segment sales	Inter-segment sales	5,263		46,901		1,079		53,243		Inter-segment sales	2,389		21,417		619		24,425
Segment revenue	Segment revenue	$	692,264	$	910,174	$	162,045	$	1,764,483	Segment revenue	$	277,346	$	491,672	$	72,863	$	841,881

For each of the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and January 1, 2022, approximately ~~85%~~81% and ~~86%~~87% of the Company's revenue, respectively, was recognized as the performance obligations for products and services were transferred over time. For the three and six months ended April 3, 2021, approximately 92% and 91% of the Company's revenue, respectively, was recognized as the performance obligations for products and services were transferred over time.

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 during the ~~six~~three months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 (in thousands):


		Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Contract assets, beginning of period	Contract assets, beginning of period	$	115,283	$	113,946	Contract assets, beginning of period	$	138,540	$	115,283
Revenue recognized during the period	Revenue recognized during the period	1,460,802		1,559,878		Revenue recognized during the period	884,099		709,723
Amounts collected or invoiced during the period	Amounts collected or invoiced during the period	(1,459,998)		(1,557,384)		Amounts collected or invoiced during the period	(903,623)		(719,556)
Contract assets, end of period	Contract assets, end of period	$	116,087	$	116,440	Contract assets, end of period	$	119,016	$	105,450

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 on ~~the~~ Condensed ~~Consolidated Balance Sheets. As of April 2, 2022 and October 2, 2021 the balance of advance payments from customers that~~

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~~remained in other accrued liabilities~~Consolidated Balance Sheets. As of December 31, 2022 and October 1, 2022 the balance of advance payments from customers was ~~$195.4~~$247.1 million and ~~$101.1~~$298.8 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 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. Restructuring and Impairment Charges

Restructuring and impairment charges are recorded within restructuring and impairment charges on the Condensed Consolidated Statements of Comprehensive Income. Restructuring liabilities are recorded within other accrued liabilities on the Condensed Consolidated Balance Sheets.

~~For~~During the ~~three months ended April 2, 2022,~~first quarter of fiscal 2023, the Company did not incur any restructuring and impairment charges. ~~For~~During the ~~six months ended April 2,~~first quarter of fiscal 2022, the Company recorded $2.0 million of restructuring and impairment charges primarily due to employee severance costs associated with a facility transition in the Company's APAC segment.

For the three and six months ended April 3, 2021, the Company incurred restructuring and impairment charges of $2.0 million, which consisted of severance from the reduction of the Company's workforce primarily in the EMEA region.

The Company recognized a tax benefit of $0.2 million related to restructuring and impairment charges for the ~~six~~three months ended ~~April 2, 2022 and $0.2 million related to restructuring charges in the three and six months ended April 3, 2021.~~January 1, 2022.

The Company's restructuring accrual activity for the three ~~and six~~ months ended ~~April 2,~~January 1, 2022 ~~and three months ended April 3, 2021~~ is included in the ~~table~~tables below (in thousands):

Fixed Asset and Operating ROU Asset Impairment Employee Termination and Severance Costs Total
Accrual balance, as of October 2, 2021 $ — $ 71 $ 71
Restructuring and impairment costs 255 1,766 2,021
Amounts utilized (255) (75) (330)
Accrual balance, as of January 1, 2022 $ — $ 1,762 $ 1,762
Restructuring and impairment costs — — —
Amounts utilized — (100) (100)
Accrual balance, as of April 2, 2022 $ — $ 1,662 $ 1,662

Fixed Asset and Operating ROU Asset Impairment Employee Termination and Severance Costs Total
Accrual balance, as of January 2, 2021 $ — $ 22 $ 22
Restructuring and impairment costs — 2,029 2,029
Amounts utilized — (440) (440)
Accrual balance, as of April 3, 2021 $ — $ 1,611 $ 1,611

~~There was no material restructuring activity for the three months ended January 2, 2021.~~


	Fixed Asset and Operating ROU Asset Impairment		Employee Termination and Severance Costs		Total
Accrual balance, as of October 2, 2021	$	—	$	71	$	71
Restructuring and impairment costs	255		1,766		2,021
Amounts utilized	(255)		(75)		(330)
Accrual balance, as of January 1, 2022	$	—	$	1,762	$	1,762

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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 the evolving effect, which may intensify, of COVID-19 on our employees, customers, suppliers, and logistics providers, including the impact of governmental actions being taken to curtail the spread of the virus. Other risks and uncertainties include, but are not limited to: the effect of inflationary pressures on our costs of production, profitability, and on the economic outlook of our markets; the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise; 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 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 effects of start-up costs of new programs and facilities or the costs associated with the closure or consolidation of 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 and demanding quality, regulatory, and other requirements; 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,~~ any tax law changes ~~as a result of change in U.S. presidential administration,~~ 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 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 exit from the European Union);~~business; the potential effect of other world or local events or other events outside our control (such as the ~~recent~~ conflict between Russia and Ukraine, escalating tensions between China and Taiwan or China and the United States, 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 contained in our fiscal ~~2021~~2022 Form 10-K.

* * *

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OVERVIEW

Plexus Corp. and its subsidiaries (together "Plexus," the ~~"Company,"~~"Company", "our", or "we") participate in the Electronic Manufacturing Services ("EMS") industry. Since 1979, we have been partnering with companies to create the products that build a better ~~world by~~world. We are a global leader with a team of nearly 25,000 individuals who are dedicated to providing Design and Development, Supply Chain Solutions, New Product Introduction, Manufacturing and ~~Aftermarket~~Sustaining Services. We ~~are a global leader that specializes~~specialize in serving customers in industries with highly complex products and demanding regulatory environments. ~~Plexus delivers~~We deliver customer service excellence to ~~leading companies by providing innovative, comprehensive solutions throughout a product’s lifecycle. We engineer innovative solutions for customers in growth markets and focus on partnering with~~ leading global companies in the Industrial, Healthcare/Life Sciences and Aerospace/Defense market ~~sectors.~~sectors by providing innovative, comprehensive solutions throughout the product's lifecycle. We ~~deliver comprehensive end-to-end~~provide these innovative solutions to customers in the Americas ("AMER"), Asia-Pacific ("APAC") and Europe, Middle East and Africa ("EMEA") regions.

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The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide an analysis of both short-term results and future prospects from management’s perspective, including an assessment of the financial condition and results of operations, events and uncertainties that are not indicative of future operations and any other financial or statistical data that we believe will enhance the understanding of our company’s financial condition, cash flows and other changes in financial condition and results of operations.

The following information should be read in conjunction with our condensed consolidated financial statements included herein and "Risk Factors" included in Part II, Item 1A included herein as well as Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October ~~2, 2021,~~1, 2022, and our "Safe Harbor" Cautionary Statement included above.

~~Current Events~~Market Pressures Update

We continue to monitor the global outbreak and spread of COVID-19 and take steps to mitigate the potential risks to us posed by its spread and related circumstances and impacts. The health and safety of our employees is a top priority for us. We have progressively implemented measures to safeguard our employees from COVID-19 infection and exposure and have made significant efforts to mitigate the effects of regulatory authority restrictions on our operations. These efforts will continue as requirements change, new risks are identified and infections impact us. We have experienced labor shortages due to COVID-19 quarantines or workforce curtailments, as the virus spreads. The spread and resurgence of COVID-19 from new variants in jurisdictions we operate may make our ability to mitigate the impacts of the pandemic on our productivity more challenging. In our China operations, the potential for continuing shutdowns and other restrictions required by government affecting us and our suppliers could adversely impact our business, financial condition, or results of operations.

We remain in close contact with our suppliers to understand the impacts of COVID-19 on their businesses and operations. Our suppliers may face challenges in maintaining an adequate workforce or securing materials from their own suppliers as a result of COVID-19. We have experienced, and expect to continue to experience during the remainder of fiscal 2022, an inability to procure certain components ~~and materials~~ on a timely basis due to ~~worsening~~global supply chain ~~shortages likely as a result of the COVID-19 pandemic, and worsened by geopolitical conditions including the conflict in Ukraine. We continue to take steps to validate~~constraints. These constraints have impacted our ~~suppliers’~~ ability to ~~deliver~~meet customer demand and may inhibit our ability to ~~us on time. However,~~capture the demand from our customers. The extended ~~lead times~~lead-times have required us to make additional investments in inventory to satisfy customer demand, which we expect to persist.

Worsening global supply chain constraints have impacted our ability to meet customer demand and will continue to inhibit our ability to capture the demand from our customers during fiscal 2022. We continue to maintain additional resources to help mitigate component constraint challenges and the operating inefficiencies COVID-19 has created, but note these inefficiencies place additional burden on operating results.

Over the past few quarters, the global supply chain constraints have led to inflation in ~~many~~some of the components we acquire, as well as labor and operating costs. We expect the increase in costs, including labor-related issues which have become more pronounced, to continue in the near future. ~~Labor-related issues have become more pronounced likely as a result of COVID-19 and current economic conditions.~~ We have been, and expect to continue to be, subject to such inflationary and general labor cost ~~increases including in our Malaysia operations where the government has imposed mandatory increases to minimum wage that are expected to go into effect in our third quarter of fiscal 2022.~~increases. While we have been largely able to mitigate the impacts of inflation through our contractual rights with customers on pricing, the pricing recoveries received may be dilutive to our operating margin. The inability to offset these costs in future periods or the impacts of continued inflation on end markets and our customers may affect our operating results, cash flows and inventory levels, which could increase as a result of higher component prices or the negative effects of inflation on customer end-market demand.

Customers within certain segments are working to better understand the impact of the Department of Commerce’s export controls restricting the People’s Republic of China’s access to advanced semiconductors, supercomputers, and semiconductor manufacturing equipment. We could continue to see demand volatility as they adjust their forecasts as a result of these restrictions.

Changes in tax laws or tax rates in the jurisdictions where we operate, including the potential passage of tax regulation changes such as the establishment of a global minimum tax could result in adverse tax consequences. During the first quarter of fiscal 2023, certain jurisdictions consented to implement a global minimum tax. We will continue to monitor these developments as each jurisdiction incorporates such changes into tax laws.

We believe our balance sheet is positioned to support the potential future challenges presented by ~~COVID-19 and other~~the macro-economic pressures we are facing. As of the ~~second~~first quarter of fiscal ~~2022,~~2023, cash and cash equivalents and restricted cash were ~~$309~~$248 million, while debt, finance lease obligations and other financing were ~~$408~~$516 million. Borrowings under our Credit Facility as of ~~April 2,~~December 31, 2022 were ~~$212~~$320 million, leaving ~~$138~~$180 million of our revolving commitment of ~~$350~~$500 million available for use ~~as of April 2, 2022~~ as well as the ability to expand our revolving commitment to ~~$600~~$750 million upon mutual agreement with the bank. Interest expense could increase above current levels due to increased borrowing under our Credit Facility associated with working capital investments along with the impact of rising interest rates. Refer to Note 3, "Debt, Finance Lease ~~Obligations~~ and Other Financing Obligations," in Notes to ~~Condensed~~ Consolidated Financial Statements and "Management’s Discussion and Analysis Liquidity and Capital Resources" in Part I, Item 2 for further information.

The recent conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic sanctions being imposed by the U.S., United Kingdom, European Union and other countries against Russia. While the impacts of the conflict have not been material on our operating results, as we do not have operations or material customers or suppliers in either country, it is not possible to predict the broader consequences of this conflict.

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~~See in particular the "Risk Factors" contained in our Annual Report on Form 10-K for the fiscal year ended October 2, 2021, including~~ "Our financial condition and results of operations may be materially adversely affected by the ongoing coronavirus (COVID-19) outbreak", "We experience component shortages, price fluctuations and supplier quality concerns.", and "Plexus is a multinational corporation and operating in multiple countries exposes us to increased risks, including adverse local developments and currency risks."

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RESULTS OF OPERATIONS

Consolidated Performance Summary. The following table presents selected consolidated financial data (dollars in millions, except per share data):

Three Months Ended Six Months Ended
April 2,
2022 April 3,
2021 April 2,
2022 April 3,
2021
Net sales $ 888.7 $ 880.9 $ 1,706.2 $ 1,711.2
Cost of sales 812.2 789.9 1,559.7 1,541.0
Gross profit 76.5 91.0 146.5 170.3
Gross margin 8.6 % 10.3 % 8.6 % 10.0 %
Operating income 35.8 50.7 66.3 97.6
Operating margin 4.0 % 5.8 % 3.9 % 5.7 %
Other expense 4.5 4.3 8.2 9.5
Income tax expense 4.4 4.7 7.8 10.1
Net income 26.9 41.8 50.3 78.0
Diluted earnings per share $ 0.95 $ 1.42 $ 1.76 $ 2.65
Return on invested capital* 10.2 % 17.3 %
Economic return* 0.9 % 9.2 %
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and economic return" below for more information and Exhibit 99.1 to this Quarterly Report on Form 10-Q for a reconciliation.


	Three Months Ended
	December 31, 2022			January 1, 2022
Net sales	$	1,093.9		$	817.5
Cost of sales	992.7			747.5
Gross profit	101.2			70.0
Gross margin	9.3		%	8.6		%
Operating income	57.3			30.5
Operating margin	5.2		%	3.7		%
Other expense	7.9			3.7
Income tax expense	7.2			3.4
Net income	42.2			23.4
Diluted earnings per share	$	1.49		$	0.82
Return on invested capital*	13.8		%	10.0		%
Economic return*	4.8		%	0.7		%
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and economic return" below and Exhibit 99.1 for more information.

Net sales. For the three months ended ~~April 2,~~December 31, 2022,, net sales increased ~~$7.8~~$276.4 million, or ~~0.9%~~33.8%, as compared to the three months ended ~~April 3, 2021. For the six months ended~~ ~~April 2, 2022, net sales decreased $5.0 million, or 0.3%, as compared to the six months ended April 3, 2021.~~January 1, 2022.

Net sales are analyzed by management by geographic segment, which reflects our reportable segments, and by market sector. Management measures operational performance and allocates resources on a geographic segment basis. Our 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				Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Net sales:	Net sales:									Net sales:
AMER	AMER	$	311.2	$	364.7	$	588.5	$	692.3	AMER	$	389.7	$	277.3
APAC	APAC	533.9		458.9		1,025.6		910.2		APAC	641.9		491.7
EMEA	EMEA	73.7		83.3		146.6		162.0		EMEA	89.4		72.9
Elimination of inter-segment sales	Elimination of inter-segment sales	(30.1)		(26.0)		(54.5)		(53.3)		Elimination of inter-segment sales	(27.1)		(24.4)
Total net sales	Total net sales	$	888.7	$	880.9	$	1,706.2	$	1,711.2	Total net sales	$	1,093.9	$	817.5

AMER. Net sales for the three months ended ~~April 2,~~December 31, 2022 in the AMER segment ~~decreased $53.5~~increased $112.4 million, or ~~14.7%~~40.5%, as compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The ~~decrease~~increase in net sales was driven by overall net decreased customer end-market demand. We also experienced supply chain constraints that have created limitations with meeting available customer demand. The decrease in net sales was also driven by a ~~$12.9 million decrease due to a disengagement with a customer and an $11.1 million decrease for end-of-life products. These decreases were partially offset by a $9.7~~$68.2 million increase in production ramps of new products for existing ~~customers.~~

During the six months ended April 2, 2022, net sales in the AMER segment decreased $103.8 million, or 15.0%, as compared to the six months ended April 3, 2021. The decrease in net sales was driven bycustomers and overall net ~~decreased~~increased customer end-market ~~demand. We also experienced~~demand, inclusive of a partial easing of supply chain constraints that ~~have~~had previously created limitations with meeting available customer demand.

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The ~~decrease in net sales~~increase was also driven by ~~a $19.8 million decrease due to a disengagement~~higher pricing associated with ~~a customer~~inflated component prices and ~~a $15.6 million decrease for end-of-life products. These decreases were partially offset by a $9.7~~an $11.0 million increase in production ramps offor new ~~products for existing~~ customers.

APAC. Net sales for the three months ended ~~April 2,~~December 31, 2022 in the APAC segment increased ~~$75.0~~$150.2 million, or ~~16.3%~~30.5%, as compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The increase in net sales was driven by overall net increased customer end-market demand ~~partially offset by the impact~~inclusive of a partial easing of supply chain constraints that ~~have~~had previously created limitations with meeting available customer ~~demand and a $17.9 million decrease for end-of-life products.~~

During the six months ended April 2, 2022, net sales in the APAC segment increased $115.4 million, or 12.7%, as compared to the six months ended April 3, 2021. The increase in net sales was driven by overall net increased customer end-market demand. The increase was also driven by higher pricing associated with inflated component prices and a ~~$30.7~~$5.0 million increase in production ramps of new products for existing customers. ~~These increases were partially offset by the impact~~

Table of ~~supply chain constraints that have created limitations with meeting available customer demand and a $29.9 million decrease for end-of-life products.~~Contents

EMEA. Net sales for the three months ended ~~April 2,~~December 31, 2022 in the EMEA segment ~~decreased $9.6~~increased $16.5 million, or ~~11.5%~~22.6%, as compared to the three months ended ~~April 3, 2021. The decrease in net sales was driven by overall net decreased customer end-market demand.~~

During the six months ended April 2, 2022, net sales in the EMEA segment decreased $15.4 million, or 9.5%, as compared to the six months ended April 3, 2021. The decrease in net sales was driven by overall net decreased customer end-market demand.

~~Our net sales by market sector were as follows (in millions):~~

Three Months Ended Six Months Ended
April 2,
2022 April 3,
2021 April 2,
2022 April 3,
2021
Net sales:
Industrial $ 414.7 $ 406.9 $ 778.5 $ 785.0
Healthcare/Life Sciences 353.2 349.8 697.7 669.0
Aerospace/Defense 120.8 124.2 230.0 257.2
Total net sales $ 888.7 $ 880.9 $ 1,706.2 $ 1,711.2

~~Industrial.~~ ~~Net sales for the three months ended~~ ~~April 2, 2022~~ ~~in the Industrial sector increased $7.8 million, or 1.9%, as compared to the three months ended April 3, 2021.~~January 1, 2022. The increase in net sales was driven by overall net increased customer end-market demand ~~partially offset by the impact of supply chain constraints that have created limitations~~and increased pricing associated with ~~meeting available customer demand. The increase was further offset by a $12.9 million decrease due to a disengagement with a customer and a $10.5 million decrease for end-of-life products.~~inflated component prices.

~~During the six months ended April 2, 2022,~~Our net sales ~~in the Industrial~~by market sector ~~decreased $6.5 million, or 0.8%,~~were as compared to the six months ended April 3, 2021. The decrease in net sales was driven by a $23.2 million decrease due to disengagements with customers and a $17.1 million decrease for end-of-life products. These decreases were partially offset by a $20.2 million increase due to production ramps of new products for existing customers as well as overall net increased customer end-market demand, partially offset by the impact of supply chain constraints that have created limitations with meeting available customer demand.follows (in millions):


	Three Months Ended
	December 31, 2022		January 1, 2022
Net sales:
Industrial	$	472.1	$	363.8
Healthcare/Life Sciences	487.9		344.5
Aerospace/Defense	133.9		109.2
Total net sales	$	1,093.9	$	817.5

~~Healthcare/Life Sciences~~.Industrial. Net sales for the three months ended ~~April 2,~~December 31, 2022 in the ~~Healthcare/Life Sciences~~Industrial sector increased ~~$3.4~~$108.3 million, or ~~1.0%~~29.8%, as compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The increase in net sales was driven by overall net increased customer end-market demand ~~partially offset by the impact~~inclusive of a partial easing of supply chain constraints that ~~have~~had previously created limitations with meeting available customer ~~demand~~demand. The increase was also driven by higher pricing associated with inflated component prices, a $7.7 million increase in production ramps for new customers and by a ~~$15.7~~$7.6 million ~~decrease~~increase due to production ramps of new products for ~~end-of-life products.~~existing customers.

~~During~~Healthcare/Life Sciences. Net sales for the ~~six~~three months ended ~~April 2,~~December 31, 2022 ~~net sales~~ in the Healthcare/Life Sciences sector increased ~~$28.7~~$143.4 million, or ~~4.3%~~41.6%, as compared to the ~~six~~three months ended ~~April 3, 2021.~~January 1, 2022. The increase in net sales was driven by overall net increased customer end-market demand inclusive of a ~~$18.3~~partial easing of supply chain constraints that had previously created limitations with meeting available customer demand. The increase was also driven by higher pricing associated with inflated component prices and a $58.5 million inincrease due to production ramps of new products for existing customers as well as overall net increased customer end-market demand, partially offset by the impact of supply chain constraints that have created limitations with meeting available customer demand and by a $26.2 million decrease for end-of-life products.customers.

Aerospace/Defense. Net sales for the three months ended ~~April 2,~~December 31, 2022 in the Aerospace/Defense sector ~~decreased $3.4~~increased $24.7 million, or ~~2.7%~~22.6%, as compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The ~~decrease~~increase was driven by overall net ~~decreased~~increased customer

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end-market ~~demand. These decreases were partially offset by~~demand and increased pricing associated with inflated component prices, a ~~$5.7~~$7.8 million increase due to production ramps of new products for existing ~~customers.~~

~~During the six months ended April 2, 2022, net sales~~customers and a $7.6 million increase in the Aerospace/Defense sector decreased $27.2 million, or 10.6%, as compared to the six months ended April 3, 2021. The decrease was driven by net decreased customer end-market demand, primarily with commercial aerospace customers likely due to COVID-19, as well as the impact of supply chain constraints that have created limitations with meeting available customer demand.production ramps for a new customer.

Cost of sales. Cost of sales for the three months ended ~~April 2,~~December 31, 2022 increased ~~$22.3~~$245.2 million, or ~~2.8%~~32.8%, as compared to the three months ended ~~April 3, 2021, while cost of sales for the six months ended April 2, 2022 increased $18.7 million, or 1.2%, as compared to the six months ended April 3, 2021.~~January 1, 2022. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021,~~January 1, 2022, approximately 89% to 91% of the total cost of sales was variable in nature and fluctuated with sales volumes. Approximately 87% to 88% of ~~the variable~~these costs ~~for the three and six months ended April 2, 2022 and 88% for the three and six months ended April 3, 2021,~~ were related to material and component costs.

As compared to the three months ended ~~April 3, 2021,~~January 1, 2022, the increase in cost of sales for the three months ended ~~April 2,~~December 31, 2022 was primarily driven by the increase in net sales, inflated component costs and an increase in fixed costs, unfavorable customer mix, reduced labor productivity and increased labor costs. As compared to the six months ended April 3, 2021, the increase in cost of sales for the six months ended April 2, 2022 was primarily driven by an increase in fixed costs, unfavorable customer mix, reduced labor productivity and increased labor costs. This was partially offset by ~~a decrease~~improvements in ~~net sales.~~operational efficiencies.

Gross profit. Gross profit for the three months ended ~~April 2,~~December 31, 2022 ~~decreased $14.5~~ increased $31.2 million, or ~~15.9%~~44.6%, as compared to the three months ended ~~April 3, 2021. Gross profit for the six months ended April 2, 2022 decreased $23.8 million, or 14.0%, as compared to the six months ended April 3, 2021.~~January 1, 2022. Gross margin of ~~8.6%~~9.3% for the three months ended ~~April 2,~~December 31, 2022 ~~decreased 170~~increased 70 basis points compared to the three months ended ~~April 3, 2021. Gross margin of 8.6% for the six months ended April 2, 2022 decreased 140 basis points compared to the six months ended April 3, 2021.~~January 1, 2022. The primary driver of the ~~decrease~~increase in gross profit and gross margin ~~for the three months ended~~ ~~April 2, 2022~~was the increase in ~~fixed costs, unfavorable customer mix, reduced labor productivity~~net sales and ~~increased labor costs,~~improvements in operational efficiencies, partially offset by ~~the increase in net sales. The primary driver of the decrease in gross profit and gross margin for the six months ended~~ ~~April 2, 2022~~ ~~was the decrease in net sales, the increase in fixed~~inflated component costs ~~unfavorable customer mix, reduced labor productivity~~ and increased ~~labor~~fixed costs.

Operating income. Operating income for the three months ended ~~April 2,~~December 31, 2022 ~~decreased $14.9~~ increased $26.8 million, or ~~29.4%~~87.9%, as compared to the three months ended ~~April 3, 2021 as a~~January 1, 2022. Operating margin of 5.2% for the three months ended December 31, 2022 increased 150 basis points compared to the three months ended January 1, 2022. The primary driver of the increase in operating income and operating margin was the result of the ~~decrease~~increase in gross profit and gross margin along with a ~~$2.4~~$2.0 million decrease in restructuring and impairment charges, partially offset by a $6.4 million increase in selling and administrative expenses ("S&A")~~, partially offset by a $2.0 million decrease in restructuring and impairment charges.~~. The increase in S&A was primarily due to an increase in compensation costs. Operating margin of 4.0% for the three months ended April 2, 2022 decreased 180 basis points compared to the three months ended April 3, 2021, primarily due to the decrease in gross margin as a result of the factors previously discussed and the increase in S&A expenses, partially offset by the decrease in restructuring and impairment charges.

~~Operating income for the six months ended~~

~~April 2, 2022~~ ~~decreased $31.3 million, or 32.1%, as compared to the six months ended April 3, 2021 as a result~~Table of the decrease in gross profit and a $7.5 million increase in S&A. The increase in S&A was primarily due to an increase in bad debt expense compared to recovery of a previously reserved customer receivable received during the six months ended April 2, 2022, as well as increased compensation costs. Operating margin of 3.9% for the six months ended April 2, 2022 decreased 180 basis points compared to the six months ended April 3, 2021, primarily due to the decrease in gross margin as a result of the factors previously discussed and the increase in S&A expenses.Contents

A discussion of operating income by reportable segment is presented below (in millions):

Three Months Ended Six Months Ended
April 2,
2022 April 3,
2021 April 2,
2022 April 3,
2021
Operating income (loss):
AMER $ 7.8 $ 26.2 $ 9.6 $ 42.7
APAC 60.8 58.2 121.5 119.7
EMEA 0.4 (1.6) 1.4 (2.6)
Corporate and other costs (33.2) (32.1) (66.2) (62.2)
Total operating income $ 35.8 $ 50.7 $ 66.3 $ 97.6

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	Three Months Ended
	December 31, 2022		January 1, 2022
Operating income (loss):
AMER	$	17.4	$	1.8
APAC	78.4		60.7
EMEA	(0.6)		1.0
Corporate and other costs	(37.9)		(33.0)
Total operating income	$	57.3	$	30.5

AMER. Operating income ~~decreased $18.4~~increased $15.6 million for the three months ended ~~April 2,~~December 31, 2022 as compared to the three months ended April 3, 2021, primarily as a result of a decrease in net sales, reductions in labor productivity, increased labor costs and increased fixed costs. This was partially offset by a positive shift in customer mix.

~~During the six months ended April 2,~~January 1, 2022, operating income in the AMER segment decreased $33.1 million as compared to the six months ended April 3, 2021, primarily as a result of a decrease in net sales, reductions in labor productivity, increased labor costs, increased fixed costs and an increase in bad debt expense compared to recovery of a previously reserved customer receivable for the six months ended April 3, 2021. This was partially offset by a positive shift in customer mix.

~~APAC.~~ ~~Operating income increased $2.6 million for the three months ended~~ ~~April 2, 2022~~ ~~as compared to the three months ended April 3, 2021,~~ primarily as a result of an increase in net sales and improvements in operational efficiencies, partially offset by ~~reductions in labor productivity, increased labor costs, an increase in fixed~~inflated component costs and ~~a negative shift in customer mix.~~increased fixed costs.

~~During~~APAC. Operating income increased $17.7 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 ~~operating income in the APAC segment increased $1.8 million~~ as compared to the ~~six~~three months ended ~~April 3, 2021,~~January 1, 2022, primarily as a result of an increase in net sales and improvements in operational efficiencies, partially offset by ~~reductions in labor productivity,~~inflated component costs, increased ~~labor~~fixed costs and an increase in ~~fixed~~S&A.

EMEA. Operating income decreased $1.6 million for the three months ended December 31, 2022 as compared to the three months ended January 1, 2022 primarily as a result of inflated component costs and a negative shift in customer ~~mix.~~

~~EMEA.~~ ~~Operating income increased $2.0 million for the three months ended~~ ~~April 2, 2022~~ ~~as compared to the three months ended April 3, 2021 primarily as a result of operational efficiencies and a positive shift in customer mix. This was~~mix, partially offset by ~~a decrease~~an increase in net sales.

During the six months ended April 2, 2022, operating income in the EMEA segment increased $4.0 million as compared to the six months ended April 3, 2021, primarily as a result of operational efficiencies, a positive shift in customer mix and a decrease in fixed costs. This was partially offset by a decrease in net sales.

Other expense. Other expense for the three months ended ~~April 2,~~December 31, 2022 increased ~~$0.3~~$4.2 million as compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The increase in other expense for the three months ended December 31, 2022 was primarily due to the increase in ~~foreign exchange losses~~interest expense of ~~$0.2~~$3.8 million ~~the increase in~~and factoring fees of ~~$0.2 million and the decrease in other miscellaneous income of $0.2 million, partially offset by the decrease in interest expense of $0.5~~$1.5 million.

Other expense for the six months ended April 2, 2022 decreased $1.3 million as compared to the six months ended April 3, 2021. The decrease in other expense was primarily due to the decrease in interest expense of $1.5 million.

Income taxes. Income tax expense for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 was ~~$4.4~~$7.2 million ~~and $7.8 million, respectively,~~ compared to ~~$4.7 million and $10.1~~$3.4 million for the three ~~and six~~ months ended ~~April 3, 2021, respectively.~~January 1, 2022. The ~~increases were~~increase is primarily due to ~~increases~~an increase in ~~discrete tax expenses of $1.2 million~~pre-tax book income and ~~$0.7 million for the three and six months ended April 2, 2022, respectively, as compared to the three and six months ended April 3, 2021, as well as a~~ change in the geographic distribution of pre-tax book income. The increases in discrete tax expenses were primarily due to a decrease in pre-tax book income for the three and six months ended April 2, 2022, a $0.9 million discrete tax benefit during the three and six months ended April 3, 2021.

Our annual effective tax rate varies from the U.S. statutory rate of 21.0% primarily due to the geographic distribution of worldwide earnings as well as a tax holiday granted to a subsidiary located in the APAC segment where we derive a significant portion of our earnings. Our effective tax rate may also be impacted by disputes with taxing authorities, tax planning activities, adjustments to uncertain tax positions and changes in valuation allowances.

The annual effective tax rate for fiscal ~~2022~~2023 is expected to be approximately ~~13.0%~~14.0% to ~~15.0%~~16.0% assuming no changes to tax laws.

Net Income. Net income for the three months ended ~~April 2,~~December 31, 2022 ~~decreased $14.9~~increased $18.8 million, or ~~35.6%~~80.3%, from the three months ended ~~April 3, 2021~~January 1, 2022 to ~~$26.9~~$42.2 million. Net income ~~decreased~~increased primarily as a result of ~~the decrease in operating income.~~

Net income for the six months ended April 2, 2022 decreased $27.7 million, or 35.5%, from the six months ended April 3, 2021 to $50.3 million. Net income decreased primarily as a result of the decrease in operating income, partially offset by ~~the decrease~~an increase in ~~other~~tax expense and ~~tax~~other expense, as previously discussed.

Diluted earnings per share. Diluted earnings per share ~~decreased~~increased to ~~$0.95~~$1.49 for the three months ended ~~April 2,~~December 31, 2022 from ~~$1.42~~$0.82 for the three months ended ~~April 3, 2021~~January 1, 2022, primarily as a result of ~~decreased~~increased net income due to the factors previously discussed ~~above, partially offset by~~as well as a reduction in diluted shares outstanding due to repurchase activity under our share repurchase plans.

Diluted earnings per share decreased to $1.76 for the six months ended April 2, 2022 from $2.65 for the six months ended April 3, 2021 primarily as a result of decreased net income due to the factors discussed above, partially offset by a reduction in diluted shares outstanding due to repurchase activity under our share repurchase plans.

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Return on Invested Capital ("ROIC") and economic return. We use a financial model that is aligned with our business strategy and includes aan ROIC goal of 15%. which would exceed our weighted average cost of capital ("WACC") and represent positive economic return. Economic return is the amount our ROIC exceeds our WACC.

Non-GAAP financial measures, including ROIC and 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 return because we believe they offer insight into the metrics that are driving management ~~decisions because we~~decisions. We view ROIC and economic return as important measures in evaluating the efficiency and effectiveness of our long-term capital ~~requirements.~~investments. We also use ROIC as a performance criteria in determining certain elements of compensation ~~and certain compensation incentives are based on~~as well as economic return performance.

We define ROIC as tax-effected operating income before restructuring and other special items divided by average invested capital over a rolling ~~three-quarter~~two-quarter period for the ~~second~~first quarter. Invested capital is defined as equity plus debt and operating lease

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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 ("U.S. GAAP"~~). We define economic return as ROIC less our weighted average cost of capital ("WACC"~~).

We review our internal calculation of WACC annually. Our WACC is 9.0% for fiscal 2023 as compared to 9.3% for fiscal ~~2022 as compared to 8.1% for fiscal 2021.~~2022. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. For the ~~six~~three months ended ~~April 2,~~December 31, 2022, ROIC of ~~10.2%~~13.8% reflects an economic return of ~~0.9%~~4.8%, based on our weighted average cost of capital of 9.0%. For the three months ended January 1, 2022, ROIC of 10.0% reflects an economic return of 0.7%, based on our weighted average cost of capital of 9.3%~~. For the six months ended April 3, 2021, ROIC of 17.3% reflects an economic return of 9.2%, based on our weighted average cost of capital of 8.1%~~ for that fiscal year.

For a reconciliation of ROIC, economic return and adjusted operating income ~~(tax effected)~~(tax-effected) 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 return for the indicated fiscal period (dollars in millions):


		Six Months Ended							Three Months Ended
		April 2, 2022			April 3, 2021				December 31, 2022			January 1, 2022
Adjusted operating income (tax effected)		$	117.5		$	173.3
Adjusted operating income (tax-effected)								Adjusted operating income (tax-effected)	$	192.7		$	113.1
Average invested capital	Average invested capital	1,151.8			1,002.3			Average invested capital	1,392.0			1,135.3
After-tax ROIC	After-tax ROIC	10.2		%	17.3		%	After-tax ROIC	13.8		%	10.0		%
WACC	WACC	9.3		%	8.1		%	WACC	9.0		%	9.3		%
Economic return	Economic return	0.9		%	9.2		%	Economic return	4.8		%	0.7		%

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and restricted cash were ~~$308.9~~$247.9 million as of ~~April 2,~~December 31, 2022, as compared to ~~$270.5~~$275.5 million as of October ~~2, 2021.~~1, 2022.

As of ~~April 2,~~December 31, 2022, ~~92%~~87% of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Currently, we believe that our cash balance, together with cash available under our Credit Facility, will be sufficient to meet our liquidity needs and potential share repurchases, if any, for the next twelve months and for the foreseeable future.

~~Table of Contents~~

Our future cash flows from operating activities will be reduced by ~~$47.9~~$47.7 million due to cash payments for U.S. federal taxes on the deemed repatriation of undistributed foreign earnings that are payable over an ~~eight year~~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 for the remaining four years (in millions):


2023		$	5.5
Remaining 2023				Remaining 2023	$	5.7
2024	2024	10.6		2024	10.6
2025	2025	14.2		2025	14.1
2026	2026	17.6		2026	17.3
Total	Total	$	47.9	Total	$	47.7

Cash Flows. The following table provides a summary of cash flows (in millions):

Six Months Ended
April 2,
2022 April 3,
2021
Cash (used in) provided by operating activities $ (4.7) $ 88.9
Cash used in investing activities (64.3) (23.1)
Cash provided by (used in) financing activities 107.8 (160.5)


	Three Months Ended
	December 31, 2022		January 1, 2022
Cash used in operating activities	$	(48.8)	$	(89.0)
Cash used in investing activities	(21.6)		(33.4)
Cash provided by financing activities	39.4		70.0

Table of Contents

Operating Activities. Cash flows used in operating activities were ~~$4.7~~$48.8 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022,, as compared to cash flows ~~provided by~~used in operating activities of ~~$88.9~~$89.0 million for the ~~six~~three months ended ~~April 3, 2021.~~January 1, 2022. The ~~decrease~~change was primarily due to cash flow improvements (reductions) ~~improvements~~ of:

•$~~(27.7)~~18.8 million ~~decrease~~increase in net income.

•$~~(401.0)~~183.0 million in inventory cash flows ~~primarily attributable to efforts to mitigate supply chain constraints for certain components with longer lead times~~driven by ~~acquiring materials to support production of certain products in future quarters. This allows us to support our customers' continuity of supply for their customers. In addition,~~ inventory levels increasing at a slower rate in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022. In the first quarter of fiscal 2023, inventory levels have primarily increased to support the ramp of customer ~~programs.~~programs, as well as supply chain constraints have led to inflation in some of the components we acquire, increasing inventory.

•$~~(32.1)~~80.7 million in accounts receivable cash flows driven by timing of ~~customer~~ shipments, ~~and payments as well as~~ mix of customer payment ~~terms.~~terms and increased factoring of receivables.

•$~~122.0~~9.8 million in contract assets cash flows driven by increases in advance payments received from customers who recognize revenue over time.

•$(128.9) million in accounts payables cash flows primarily driven by ~~increased purchasing activity~~the timing of materials procurement and payments to ~~support the ramp of customer programs.~~suppliers.

•$145.9 million in customer deposit cash flows driven by significant deposits received from six customers in the current year to cover certain inventory balances associated with longer lead times as a result of supply chain constraints heightened by the COVID-19 outbreak.

•~~$86.3~~(88.0) million in other current and non-current liabilities cash flows driven by ~~an increase in~~a release of advance payments ~~from~~to customers ~~partially offset by a decrease in accrued salaries and wages due to timing of the quarter-end.~~as we sold products that contained inflated component prices.

•$(33.6) million in customer deposit cash flows driven by deposits increasing at a slower rate in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022, consistent with inventory cash flows. Deposit increases in both periods were primarily to cover certain inventory balances.

The following table provides a summary of cash cycle days for the periods indicated (in days):

Three Months Ended
April 2,
2022 April 3,
2021
Days in accounts receivable 59 52
Days in contract assets 12 12
Days in inventory 154 89
Days in accounts payable (86) (61)
Days in cash deposits (41) (20)
Annualized cash cycle 98 72

~~Table of Contents~~


	Three Months Ended
	December 31, 2022	January 1, 2022
Days in accounts receivable	61	66
Days in contract assets	10	12
Days in inventory	151	145
Days in accounts payable	(69)	(87)
Days in cash deposits	(47)	(33)
Annualized cash cycle	106	103

We calculate days in accounts receivable and contract assets as each 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 ~~April 2,~~December 31, 2022, annualized cash cycle days increased ~~twenty-six~~three days compared to ~~April 3, 2021~~January 1, 2022 due to the following:

Days in accounts receivable for the three months ended ~~April 2,~~December 31, 2022 ~~increased seven~~decreased five days compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The ~~increase~~decrease is primarily attributable to ~~the timing of customer shipments and payments and mix of customer payment terms, partially offset by~~ an increase in factored receivables.

Days in contract assets for the three months ended ~~April 2,~~December 31, 2022 ~~remained flat~~decreased two days compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The decrease is primarily attributable to increased net sales and an increase in advance payments received from customers with arrangements requiring revenue to be recognized over time as products are produced.

Days in inventory for the three months ended ~~April 2,~~December 31, 2022 increased ~~sixty-five~~six days compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The increase is primarily attributable to efforts to mitigate supply chain constraints for certain components with longer lead times by acquiring materials to support production of certain products in future quarters. This allows us to support our customers' continuity of supply for their customers. In addition,increased inventory levels ~~have increased~~ to support the ramp of customer programs. Inventory levels also increased due to customer demand volatility as well as supply chain constraints which have led to inflation in some of the components we acquire.

Days in accounts payable for the three months ended ~~April 2,~~December 31, 2022 ~~increased twenty-five~~decreased eighteen days compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The ~~increase~~decrease is primarily attributable to timing of materials procurement and payments to suppliers as well as increased ~~purchasing activity to support the ramp~~net sales.

Table of ~~customer products.~~Contents

Days in cash deposits for the three months ended ~~April 2,~~December 31, 2022 increased ~~twenty-one~~fourteen days compared to the three months ended ~~April 3, 2021.~~January 1, 2022. The increase was primarily attributable to significant deposits received from ~~eight~~ customers to cover certain increasing inventory balances.

Free Cash Flow. We define free cash flow ("FCF"), a non-GAAP financial measure, as cash flow ~~(used in) provided by~~used in operations less capital expenditures. FCF was ~~$(68.8)~~$(71.9) million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 compared to ~~$65.7~~$(122.2) million for the ~~six~~three months ended ~~April 3, 2021,~~January 1, 2022, an improvement of $50.3 million. The improvement in FCF was primarily due to less of a ~~decrease~~working capital investment in inventory to support our customers in the first quarter of ~~$134.5 million.~~fiscal 2023 as compared to the first quarter of fiscal 2022.

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 as follows (in millions):


		Six Months Ended					Three Months Ended
		April 2, 2022		April 3, 2021			December 31, 2022		January 1, 2022
Cash flows (used in) provided by operating activities		$	(4.7)	$	88.9
Cash flows used in operating activities						Cash flows used in operating activities	$	(48.8)	$	(89.0)
Payments for property, plant and equipment	Payments for property, plant and equipment	(64.1)		(23.2)		Payments for property, plant and equipment	(23.1)		(33.2)
Free cash flow	Free cash flow	$	(68.8)	$	65.7	Free cash flow	$	(71.9)	$	(122.2)

Investing Activities. Cash flows used in investing activities were ~~$64.3~~$21.6 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 compared to ~~$23.1~~$33.4 million for the ~~six~~three months ended ~~April 3, 2021.~~January 1, 2022. The ~~increase~~decrease in cash used in investing activities was due to a ~~$41.0~~$10.2 million ~~increase~~decrease in capital expenditures, ~~primarily due to our~~as the manufacturing footprint expansion in Bangkok, ~~Thailand.~~Thailand has been substantially completed.

We estimate ~~funded~~ capital expenditures for fiscal ~~2022~~2023 will be approximately $110.0 million to $130.0 million of which $64.1 million was utilized through the first six months of fiscal 2022. The remaining fiscal 2022 capital expenditures are anticipated to be used primarily for our manufacturing footprint expansion in Bangkok, Thailand, and to support new program ramps and replace older equipment. This estimate does not contemplate any site expansions.

Financing Activities. Cash flows provided by financing activities were ~~$107.8~~$39.4 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 compared to cash flows ~~used in~~provided by financing activities of ~~$160.5~~$70.0 million for ~~the six months ended April 3, 2021. The increase was~~

~~Table of Contents~~

~~primarily attributable to an increase of $257.0 million in net borrowings on the Credit Facility and a decrease of $16.8 million in cash used to repurchase our common stock.~~

On August 20, 2019, the Board of Directors approved a share repurchase program under which we were authorized to repurchase $50.0 million of our common stock (the "2019 Program"). During the six months ended April 3, 2021, we completed the 2019 Program by repurchasing 73,560 shares under this program for $5.3 million at an average price of $72.44 per share.

On August 13, 2020, the Board of Directors approved a share repurchase program under which we were authorized to repurchase up to $50.0 million of our common stock (the "2021 Program"). On November 18, 2020, the Board of Directors approved an additional $50.0 million in share repurchase authority under the existing 2021 Program such that there then existed a total of $100.0 million in share repurchase authority under the program. The 2021 program commenced upon completion of the 2019 Program. During the three months ended ~~April 3, 2021, we repurchased 349,297 shares under this program for $29.1~~January 1, 2022. The decrease was primarily attributable to lower borrowings on the credit facility in the first quarter of fiscal 2023 of $57.0 million ~~at an average price~~as compared to the first quarter of ~~$83.39 per share. During the six months ended April 3, 2021, the Company repurchased 582,808 shares under this program for $46.6 million at an average price~~fiscal 2022 of ~~$79.91 per share.~~$85.0 million.

On August 11, 2021, the Board of Directors approved a share repurchase program under which we were authorized to repurchase up to $50.0 million of ~~its~~our common stock (the "2022 Program"). The 2022 Program commenced upon completion of the 2021 ~~Program.~~Program and was completed in fiscal 2022. During the three months ended January 1, 2022, we repurchased 110,440 shares under this program for $10.2 million at an average price of $91.74 per share.

On August 18, 2022, the Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $50.0 million of our common stock (the "2023 Program"). The ~~2022~~2023 Program became effective immediately and has no expiration. During the three months ended ~~April 2,~~December 31, 2022, we repurchased ~~305,707~~115,723 shares under this program for ~~$25.0~~$11.5 million at an average price of ~~$81.79 per share. During the six months ended April 3, 2021, the Company repurchased 416,147 shares under this program for $35.2 million at an average price of $84.43~~$99.12 per share. As of ~~April 2,~~December 31, 2022, ~~$11.7~~$35.0 million of authority remained under the ~~2022~~2023 Program.

All shares repurchased under the aforementioned programs were recorded as treasury stock.

On June 15, 2018, we entered into a Note Purchase Agreement (the “2018 NPA”) pursuant to which we issued an aggregate of $150.0 million in principal amount of unsecured senior notes, consisting of $100.0 million in principal amount 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 NPA includes customary operational and financial covenants with which we are required to comply, including, among others, maintenance of certain financial ratios such as a total leverage ratio and a minimum interest coverage ratio. The 2018 Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the 2018 Notes is payable semiannually. As of April 2, 2022, we were in compliance with the covenants under the 2018 NPA.

On May 15, 2019, we refinanced our then-existing senior unsecured revolving credit facility by entering into a new five-year senior unsecured revolving credit facility (referred to as the "Credit Facility"), 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 under the Credit Facility may be further increased to $600.0 million, generally by mutual agreement of the lenders and us, subject to certain customary conditions. During the six months ended April 2, 2022, the highest daily borrowing was $294.0 million; the average daily borrowings were $168.7 million. We borrowed $377.0 million and repaid $220.0 million of revolving borrowings ("revolving commitment") under the Credit Facility during the six months ended April 2, 2022. As of April 2, 2022, we were in compliance with all financial covenants relating to the Credit Facility, which are generally consistent with those in the 2018 NPA discussed above. We are required to pay a commitment fee on the daily unused revolving commitment based on our leverage ratio; the fee was 0.15% as of April 2, 2022.

The Credit Facility and the 2018 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. However, we evaluate 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.

We have Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which we may elect to sell receivables, at a ~~discount, on an ongoing basis.~~discount. These facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA as of ~~April 2,~~December 31, 2022 iswas $340.0 million. The maximum facility amount under the HSBC RPA as of ~~April 2,~~December 31, 2022 iswas $60.0 million. The MUFG RPA 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 MUFG RPA previously discussed.

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We sold ~~$202.2~~$185.6 million and ~~$195.6~~$148.0 million of trade accounts receivable under these programs, or their predecessors, during the three months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021,~~January 1, 2022, respectively, in exchange for cash proceeds of ~~$201.5~~$183.6 million and ~~$195.1~~$147.5 million, respectively.

~~We sold $350.2~~ As of December 31, 2022 and January 1, 2022, $196.8 million and $394.0 million of trade accounts receivable under these programs during the six months ended April 2, 2022 and April 3, 2021, respectively, in exchange for cash proceeds of $349.0 million and $392.9 million, respectively.

~~As of April 2, 2022 and October 2, 2021, $200.4 million and $176.0~~$151.0 million, respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by us remained outstanding and had not yet been collected.

In all cases, the sale discount was recorded within "Miscellaneous, 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 13, "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, our leasing capabilities and potential borrowings under our 5-year senior unsecured revolving credit facility (referred to as the ~~Credit Facility and~~"Credit Facility"), including our ~~leasing capabilities~~ability to expand our revolving commitment, should be sufficient to meet our working capital and fixed capital requirements, as well as execution upon our share repurchase authorizations as management deems appropriate, for the next twelve months. We believe our balance sheet is positioned to support the potential future challenges presented by ~~COVID-19,~~macro-economic factors including increased working capital requirements associated with longer ~~lead time~~lead-times for components, increased component and labor costs, and operating inefficiencies due to supply chain ~~constraints or workplace safety restrictions.~~constraints. As of the end of the ~~second~~first quarter of fiscal ~~2022,~~2023, cash and cash equivalents and restricted cash were ~~$309~~$247.9 million, while debt, finance lease obligations and other financing were ~~$408~~$516.3 million. ~~We have significant funding availability through our Credit Facility, should future needs arise.~~ If our future financing needs increase, including to support additional capital expenditures or investments in the growth of our business, then 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 or at all.

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DISCLOSURE ABOUT CRITICAL ACCOUNTING ESTIMATES

Our critical accounting ~~estimates~~policies are disclosed in our ~~2021~~2022 Annual Report on Form 10-K. During the ~~second~~first quarter of fiscal ~~2022,~~2023, there were no material changes.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1, "Basis of Presentation," in Notes to Condensed Consolidated Financial Statements regarding recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~We are exposed~~There were no material changes in our exposure 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.~~rates from those disclosed in our 2022 Annual Report on Form 10-K.

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. We cannot predict changes in currency rates, nor the degree to which we will be able to manage the impacts of currency exchange rate changes. Such changes could have a material effect on our business, results of operations and financial condition.

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
		April 2, 2022	April 3, 2021		December 31, 2022	January 1, 2022
Net Sales	Net Sales	9%	10%	Net Sales	7%	10%
Total Costs	Total Costs	18%	15%	Total Costs	15%	18%

We have 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 our overall currency exposure, as of ~~April 2,~~December 31, 2022, a 10.0% change in the value of the U.S. dollar relative to our other transactional currencies would not have a material effect on our 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 limit the amount of principal exposure to any one issuer. ~~We cannot predict changes in interest rates.~~

As of ~~April 2,~~December 31, 2022, our only material interest rate risk was associated with our Credit Facility. ~~Revolving commitments~~Borrowings under the Credit Facility bear interest, at ~~our~~the Company's option, at ~~a eurocurrency or base rate~~(a)(1) for borrowings denominated in U.S. dollars, the Term Secured Overnight Financing Rate ("SOFR"), (2) for borrowings denominated in pounds sterling, the Daily Simple Risk-Free Rate, plus, in each case of (a)(1) and (2), 10 basis points, (b) for borrowings denominated in euros, the EURIBOR Rate plus a statutory reserve rate, or (c) an Alternate Base Rate equal to the highest of (i) 100 basis points per annum, (ii) the prime rate last quoted by The Wall Street Journal (or, if not quoted, as otherwise provided in the Credit Facility), (iii) the greater of the federal funds effective rate and the overnight bank funding rate in effect on such day plus, in each case, 50 basis points per annum (or, if neither are available, as otherwise provided in the Credit Facility), and (iv) Term SOFR for a one month interest period on such day plus 110 basis points, plus, in each case of (a), (b), and (c), an applicable interest rate margin based on ~~our then-current leverage ratio (as defined~~the Company's then current consolidated total indebtedness (minus certain unrestricted cash and cash equivalents in ~~the Credit Facility).~~an amount not to exceed $100 million) to consolidated EBITDA. As of ~~April 2,~~December 31, 2022, the borrowing rate under the Credit Facility was ~~LIBOR~~SOFR plus ~~1.375%~~1.10%. Borrowings under the 2018 NPA are based on a fixed interest rate, thus mitigating much of our interest rate risk. Based on our overall interest rate exposure, as of ~~April 2,~~December 31, 2022, a 10.0% change in interest rates would not have a material effect on our financial position, results of operations, or cash flows.

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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").~~report. 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 ~~second~~first quarter of fiscal ~~2022~~2023, 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.

PART II. OTHER INFORMATION

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 October ~~2, 2021~~1, 2022 that have had no material changes.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides the specified information about the repurchases of shares by us during the three months ended ~~April 2,~~December 31, 2022:

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 (1)
January 2, 2022 -
January 29, 2022 35,171 $ 87.81 35,171 $ 33,656,968
January 30, 2022-
February 26, 2022 127,487 79.60 127,487 23,509,083
February 27, 2022 -
April 2, 2022 143,049 82.26 143,049 $ 11,742,093
305,707 $ 81.79 305,707


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 (1)
October 2, 2022 - October 29, 2022	47,769	$	91.16	47,769	$	42,165,377
October 30, 2022 - November 26, 2022	30,306	102.60		30,306	39,055,994
November 27, 2022 - December 31, 2022	37,648	106.41		37,648	35,049,821
	115,723	$	99.12	115,723

(1) On August ~~11, 2021,~~18, 2022, the Board of Directors approved a new share repurchase program that authorizes the Company to repurchase up to $50.0 million of its common stock (the ~~"2022~~"2023 Program"). The ~~2022~~2023 Program ~~commenced upon completion of the 2021 Program during the fourth quarter of fiscal 2021. The 2022 Program~~became effective immediately and has no expiration. The table above reflects the maximum dollar amount remaining available for purchase under the ~~2022~~2023 Program as of ~~April 2,~~December 31, 2022.

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ITEM 6. EXHIBITS

The list of exhibits is included ~~below:~~below.



Exhibit No.						Exhibit
10.1						Form of Performance Stock Unit Agreement (Economic Return)
10.2						Form of Performance Stock Unit Agreement (Total Shareholder Return)
31.1						Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1						Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1						Reconciliation of ROIC to GAAP and Economic Return Financial Statements.
101						The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~April 2,~~December 31, 2022, formatted in Inline Extensible Business Reporting Language ("XBRL"): (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 (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.
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the fiscal first quarter ended ~~April 2,~~December 31, 2022, formatted in Inline XBRL and contained in Exhibit 101.

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SIGNATURES

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

Plexus Corp.

Registrant

Date:

~~May 6, 2022~~February 3, 2023

/s/ Todd P. Kelsey

Todd P. Kelsey

Chief Executive Officer

Date:

~~May 6, 2022~~February 3, 2023

/s/ Patrick J. Jermain

Patrick J. Jermain

Executive Vice President and Chief Financial Officer

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Derivative Impact on (Loss) Gain Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands)
for the Six Months Ended
Derivatives in cash flow hedging relationships	Classification of (Loss) Gain Reclassified from Accumulated OCL into Income	Amount of (Loss) Gain Reclassified from Accumulated OCL into Income
		April 2, 2022		April 3, 2021
Foreign currency forward contracts	Cost of sales	$	(852)	$	1,741
Foreign currency forward contracts	Selling and administrative expenses	$	(69)	$	171