PLEXUS CORP (Form: 10-K, Received: 11/17/2014 11:10:54)

Large accelerated filer Ÿ

Accelerated filer

Non-accelerated filer

Smaller reporting company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–K

(mark one)



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

For the fiscal year ended September 27, 2014



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

Commission file number 001-14423

PLEXUS CORP.

(Exact Name of Registrant as Specified in its Charter)



Wisconsin		39-1344447
(State or other jurisdiction of incorporation or organization)	One Plexus Way Neenah, Wisconsin 54957 (920) 969-6000	(I.R.S. Employer Identification No.)

(Address, including zip code, of principal executive offices and Registrant’s telephone number, including area code)

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



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value		The NASDAQ Global Select Market
Preferred Share Purchase Rights		The NASDAQ Global Select Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Ÿ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Ÿ

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 Ÿ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Ÿ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ Ÿ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No Ÿ

As of March 29, 2014 , 33,867,386 shares of common stock were outstanding, and the aggregate market value of the shares of common stock (based upon the $39.31 closing sale price on that date, as reported on the NASDAQ Global Select Market) held by non-affiliates (excludes 393,070 shares reported as beneficially owned by directors and executive officers – does not constitute an admission as to affiliate status) was approximately $1,315.9 million.

As of November 13, 2014, there were 33,633,307 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE



	Document		Part of Form 10-K Into Which Portions of Document are Incorporated
	Proxy Statement for 2015 Annual
	Meeting of Shareholders		Part III

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PLEXUS CORP.

TABLE OF CONTENTS

Form 10-K for the Fiscal Year Ended

September 27, 2014




PART I	4
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	10
ITEM 1B. UNRESOLVED SEC STAFF COMMENTS	19
ITEM 2. PROPERTIES	20
ITEM 3. LEGAL PROCEEDINGS	21
ITEM 4. MINE SAFETY DISCLOSURES	21
PART II	22
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
ITEM 6. SELECTED FINANCIAL DATA	24
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	64
ITEM 9A. CONTROLS AND PROCEDURES	64
ITEM 9B. OTHER INFORMATION	65
PART III	66
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	66
ITEM 11. EXECUTIVE COMPENSATION	67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	67
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	68
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	68
PART IV	69
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	69
SIGNATURES	71
EXHIBIT INDEX	73

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“SAFE HARBOR” CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

The statements contained in this Form 10-K that are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, but are not limited to: the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs; the poor 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 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 particular risks relative to new or recent customers, programs or services, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate terms of agreements, and the lack of a track record of order volume and timing; the risks of concentration of work for certain customers; the effect of start-up costs of new programs and facilities; possible unexpected costs and operating disruption in transitioning programs; 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; the adequacy of restructuring and similar charges as compared to actual expenses; our ability to manage successfully a complex business model characterized by high customer and product mix, low volumes and demanding quality, regulatory, and other requirements; increasing regulatory and compliance requirements; the potential effects of regional results on our taxes and ability to use deferred tax assets; risks related to information technology systems and data security; the effects of shortages and delays in obtaining components as a result of economic cycles or natural disasters; the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by the customer, resulting in an inventory write-off; 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 potential effect of world or local events or other events outside our control (such as changes in energy prices, terrorism and weather events); the impact of increased competition; and other risks detailed below in “Risk Factors,” otherwise herein, and in our other Securities and Exchange Commission filings.

In addition, see Risk Factors in Part I, Item 1A and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 for a further discussion of some of the factors that could affect future results.

* * *

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PART I



ITEM 1.	BUSINESS

Overview

Plexus Corp. and its subsidiaries (together “Plexus,” the “Company,” or “we”) participate in the Electronic Manufacturing Services (“EMS”) industry. We deliver optimized solutions to our customers through our unique Product Realization Value Stream. Our customer-focused solutions model seamlessly integrates innovative product conceptualization, design, commercialization, manufacturing, fulfillment and sustaining solutions. Plexus delivers comprehensive end-to-end solutions for customers in the Americas (“AMER”), Europe, Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”) regions.

We provide award-winning customer service to more than 140 branded product companies in the Networking/Communications, Healthcare/Life Sciences, Industrial/Commercial and Defense/Security/Aerospace market sectors. Our customers have stringent quality, reliability and regulatory requirements, requiring exceptional production and supply chain agility. Their products require complex configuration management, direct order fulfillment (to end customers) and global logistics management and aftermarket services. To service the complexities that our customers' products demand, we utilize our Product Realization Value Stream, addressing our customers' products from concept to end of life.

Plexus is passionate about being the leading EMS company in the world at servicing mid-to-low volume, higher complexity customer programs, characterized by unique flexibility, technology, quality and regulatory requirements. To support and deliver on our strategy, we align our operations, processes, workforce and financial metrics through a multidimensional business strategy that includes:


•	A high performance, accountable organization with a highly skilled and talented workforce that is deeply passionate about driving growth through customer service excellence,


•	A customer driven, disciplined deployment of strategic growth through sector based go-to-market strategies,


•	Execution driven by a collaborative, customer centric culture that continuously evaluates and optimizes our business processes to support our economic return goals.

We operate flexible manufacturing facilities and processes designed to accommodate customers with multiple product lines and configurations. Each of our customers is supported by a multi-disciplinary customer team. One or more uniquely configured “focus factories,” supported by a supply chain and logistics solution, are designed to meet the flexibility and responsiveness to support customer fulfillment requirements.

Our go-to-market strategy is implemented through the four market sectors we serve. Each market sector has a dedicated business development and customer management team. These teams execute our sector strategies through expertise in markets and technology as well as unique quality and regulatory capabilities. Our sector teams help define Plexus' strategy for growth with a particular focus on expanding the value-added solutions we offer customers.

Our financial model aligns with our business strategy. Our primary focus is to earn a return on invested capital (“ROIC”) 500 basis points over our weighted average cost of capital (“WACC”), which we refer to as economic return. We review our internal calculation of WACC annually; at the end of fiscal 2014 our estimated WACC was 11.0 percent. We believe economic profit is a fundamental driver of shareholder value. Plexus measures economic profit by taking the difference between ROIC and WACC and multiplying it by invested capital. By exercising discipline to generate an ROIC in excess of our WACC, with focus on economic profit, our goal is to ensure that Plexus creates value for our shareholders.

Relative to our competition, overriding factors such as lower manufacturing volumes, flexibility and fulfillment requirements, and complex regulatory requirements typically result in higher investments in inventory and selling and administrative costs. The cost variance from our competitors is especially evident relative to those that provide EMS services for high-volume, less complex products, with less stringent requirements (e.g., consumer electronics).

Plexus serves a diverse customer landscape that includes industry-leading, branded product companies, along with many other technology pioneering start-ups or emerging companies that may or may not maintain manufacturing capabilities. As a result of serving market sectors that rely on advanced electronics technology, our business is influenced by critical technological trends such as the level and rate of development of wired and wireless telecommunications infrastructure, communications data and data bandwidth growth, and Internet usage. In addition to prime technology advancements, key government and policy trends impact our business, including the U.S. Food and Drug Administration's (“FDA”) approval of new medical devices, defense procurement practices, and other government and regulatory processes. Plexus may benefit from increasing outsourcing trends. We provide most of our optimized solutions on a turnkey basis, and we procure some or all materials required for product

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assembly. We provide select services on a consignment basis, meaning the customer supplies the necessary materials and Plexus provides the labor and other services required for product assembly. In addition to manufacturing, turnkey services require material procurement and warehousing and involve greater resource investments than consignment services. Other than certain test equipment and software used for internal operations, we do not design or manufacture our own proprietary products.

Established in 1979 as a Wisconsin corporation, we have approximately 12,000 full-time employees, including approximately 1,700 engineers and technologists dedicated to product development and design, test equipment development and design, and manufacturing process development and control, all of whom operate from 25 active facilities, totaling approximately 3.6 million square feet. Plexus' facilities are strategically located to support the global supply chain, as well as manufacturing and engineering needs of customers in our targeted market sectors.

Plexus maintains a website at www.plexus.com. As soon as is reasonably practical, and after we electronically file or furnish all reports to the Securities and Exchange Commission (“SEC”), we provide online copies, free of charge. These reports include: Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Specialized Disclosure Reports on Form SD, and amendments to those reports. Our Code of Conduct and Business Ethics is also posted on our website. You may access these SEC reports and the Code of Conduct and Business Ethics by following the links under “Investor Relations” at our website. You may also access these reports at the SEC's website at www.sec.gov.

Solutions

As an integrated, fully accountable partner, we deliver optimized product realization solutions that carry our customers' products from concept to end of life. Tailoring our Product Realization Value Stream to each product and program, Plexus provides unique solutions designed to meet the needs of each of our customers. As our partnerships grow and mature, we aim to engage our customers in full utilization of our Product Realization Value Stream.

Conceptualize. During the product development and conceptualization phases, new product ideas are created and evaluated with both the customer's and Plexus' engineering teams. We closely collaborate with our customers to capture their new product vision and clarify requirements. Our industrial design team attempts to analyze a product through the end user's eyes focusing on ergonomics, use case research, user interface, aesthetics and evaluation mockups. Upon completion of concept evaluations, the Plexus team prototypes what it believes to be the most promising designs, working concurrently with engineering, manufacturing and supply chain teams. Future phases ensure design intent is maintained, while realizing the final product solution.

Design. Plexus invests in the latest technology, design and automation tools to provide comprehensive design and value-engineering solutions. We engage with our customers in a variety of ways - from supporting a short-term expansion of their engineering design capabilities to collaborating on complex turn-key product design. Our disciplined approach and structure enables significant project schedule flexibility via work-sharing across our organization. Product design includes, but is not limited to, the following solutions:


•	Program management


•	Feasibility studies


•	Product conceptualization


•	Specification development for product features and functionality


•	Circuit design (digital, microprocessor, power, analog, radio frequency (“RF”), optical and micro-electronics)


•	Field programmable gate array design (“FPGA”)


•	Printed circuit board layout


•	Embedded software design


•	Mechanical design (thermal analysis, fluidics, robotics, plastic components, sheet metal enclosures and castings)


•	Test specifications development and product verification testing


•	Automated (robotic) production solutions

Commercialize. Of all the phases in our Product Realization Value Stream, the commercialize phase carries the most influence with respect to converting ideas into viable products. Commercialization starts early in the design phase and extends through manufacturing transition, often in tandem with Design for Excellence (“DFX”). Our DFX solutions encompass a wide collection of specific design solutions including design for test, design for manufacturability/assembly and design for fabrication. The goal of DFX is to facilitate an efficient transition from engineering to manufacturing. The commercialize phase also includes prototyping, new product introduction, design for supply chain, test development and transition management. We believe our commercialization solutions provide significant value by accelerating time-to-market, reducing change activity and providing customers with a robust and enduring product.

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Manufacture. Plexus applies an optimized manufacturing approach, not a one-size-fits-all model. Our scalable manufacturing solutions integrate flexibility for our customers through tailored supply chain solutions. Our focus-factory model provides a dedicated team designed to drive success while saving time and money. Focus-factories place the customer at the center of operations, executing within a culture of continuous improvement. Plexus exclusively focuses on mid-to-low volume, higher-complexity programs that range from lower-level assemblies to finished electro-mechanical products. Our manufactured products typically fall into one of the following categories in our assembly spectrum:


•	Printed circuit board assembly - a printed circuit board (“PCB”) populated with electronic components


•	Basic assembly - a sub-assembly that includes PCBs and other components


•	System integration - a finished product or sub-system assembly that includes more complex components such as PCBs, basic assemblies, custom engineered components, displays, optics, metering and measurement or thermal management


•	Mechatronic integration - more complex system integration that combines electronic controls with mechanical systems and processes such as motion control, robotics, drive systems, fluidics, hydraulics or pneumatics

System and mechatronic integration products may run larger in size than other assemblies; the products range from kiosks to finished healthcare devices and life sciences equipment to other complex electro-mechanical assemblies. These products often combine other integrated solutions we provide and may require further unique facility configurations or supply chain solutions.

Fulfill. Plexus offers fulfillment and logistics solutions to all our customers in the forms of Direct Order Fulfillment (“DOF”), Build to Order (“BTO”) and Configure to Order (“CTO”). Plexus receives DOF orders from our customers that provide the final specifications and configurations required by their end customer. Through BTO and CTO, Plexus delivers the product directly to the end customer. The DOF process relies on Enterprise Resource Planning (“ERP”) systems integrating the overall supply chain, from parts procurement through manufacturing and logistics.

Sustain. Plexus provides our customers with a range of aftermarket services to support their products after launch into the market. In support of certain customers, we may provide these tailored solutions for products that we may not have originally manufactured:

Aftermarket Services


•	Receiving and diagnostic analysis of returned goods


•	Warranty and non-warranty repair


•	Refurbishment and upgrade of outdated products


•	Advanced field replenishment strategies

Sustaining Engineering Solutions


•	Revitalization of existing products to extend the product lifecycle, including redesign for cost reduction, improved reliability and obsolescence mitigation


•	Failure and root cause analysis


•	Regulatory compliance surveillance and remediation

Sustaining Supply Chain Solutions


•	Reverse logistics management


•	Logistics optimization


•	Component lifecycle analysis including proactive obsolescence management


•	Alternate component sourcing and supplier qualification

Regulatory requirements. All Plexus manufacturing and engineering facilities are certified to a baseline Quality Management System standard per ISO9001:2008. We have capabilities to assemble finished medical devices meeting FDA Quality Systems Regulation requirements, and similar regulatory requirements in other countries. Our manufacturing and engineering facilities are certified to the most current revision of the ISO 9001 standard. We have additional certifications and/or registrations held by certain facilities in the following regions:

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	AMER	APAC	EMEA
Medical Standard ISO 13485:2003	X	X	X
21 CFR Part 820 (FDA) (Medical)	X	X	X
CFDA (Medical)		X
JMGP accreditation	X	X	X
Environmental Standard ISO - 14001	X	X	X
Environmental Standard OSHAS 18001		X	X
ANSI/ESD (Electrostatic Discharge Control Program) S20.20	X	X
Telecommunications Standard TL 9000	X	X
ITAR (International Traffic and Arms Regulation) self-declaration	X
Aerospace Standard AS9100	X	X	X
NADCAP certification	X	X	X
FAR 145 certification (FAA repair station)	X
ATEX/IECEx certification		X	X

Customers and Market Sectors Served

We provide services to a wide variety of customers, ranging from large multinational companies to smaller emerging technology companies. During fiscal 2014 , we served approximately 140 customers. We offer advanced design and production capabilities, allowing our customers to concentrate on their core competencies. Plexus helps accelerate our customers' time to market, reduce their investment in engineering and manufacturing capacity, and optimize total product cost.

ARRIS Group, Inc. (“Arris”) and General Electric Company (“GE”), accounted for 12.5 percent and 11.2 percent, respectively, of our net sales in fiscal 2014. Juniper Networks, Inc. (“Juniper”), which accounted for 12.8 percent of our net sales in fiscal 2013 and 16.0 percent of our net sales in fiscal 2012, disengaged from Plexus in fiscal 2013. Other than Arris and GE in fiscal 2014 and Juniper in fiscal 2013 and fiscal 2012, no other customer accounted for 10.0 percent or more of our net sales in those fiscal years.

Net sales to our largest customers may vary from time to time depending on the size and timing of customer program commencements, terminations, delays, modifications and transitions. We generally do not obtain firm, long-term purchase commitments from our customers. Customers' forecasts can and do change as a result of changes in their end-market demand and other factors, including global economic conditions. Any material change in forecasts or orders from these major accounts, or other customers, could materially affect our results of operations. The loss of any major customers could have a significant negative impact on our financial results. In addition, as our percentage of net sales to customers in a specific sector becomes larger relative to other sectors, we will become increasingly dependent upon the economic and business conditions affecting that sector.

Many of our large customers contract with us through independent multiple divisions, subsidiaries, production facilities or locations. We believe that in most cases our sales to any one such division, subsidiary, facility or location are independent of sales to others.

The distribution of our net sales by market sectors for fiscal 2014 , 2013 and 2012 is shown in the following table:



Industry	2014	2013	2012
Networking/Communications	32%	37%	39%
Healthcare/Life Sciences	29%	25%	22%
Industrial/Commercial	25%	25%	29%
Defense/Security/Aerospace	14%	13%	10%
	100%	100%	100%

Although our current business development focus is based on our targeted market sectors, we evaluate our financial performance and allocate our resources geographically (see Note 12 in Notes to Consolidated Financial Statements regarding our reportable segments). Plexus offers a uniform array of services for customers in each market sector and we do not dedicate

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operational equipment, personnel, facilities or other resources to particular market sectors, nor internally track our costs and resources per market sector.

Materials and Suppliers

We typically purchase raw materials, including printed circuit boards and electronic components, from manufacturers and distributors. Under certain circumstances, we will purchase components from brokers, customers or competitors. The key electronic components we purchase include: specialized components (such as application-specific integrated circuits), semiconductors, interconnect products, electronic subassemblies (including memory modules, power supply modules and cable and wire harnesses), inductors, resistors and capacitors.

We also purchase non-electronic components used in manufacturing and higher-level assembly. These components include molded/formed plastics, sheet metal fabrications, aluminum extrusions, robotics, motors, vision sensors, motion/actuation, fluidics, displays, die castings and various other hardware and fastener components. All components range from standard to highly customized and vary widely in terms of market availability and price.

Component shortages and subsequent allocations by suppliers and manufacturers are an inherent risk to the electronics industry, and have particularly been an issue for us and the industry from time to time. We discuss the causes of these shortages more fully in “Risk Factors” in Part I, Item 1A herein. We actively manage our business to minimize our exposure to material and component shortages.

The Plexus global supply chain management organization attempts to create strong supplier alliances and ensure a steady flow of components and products at competitive prices. Our global expediting and escalation processes track and analyze supply chain health and anticipate constraints. Plexus can often influence the selection of new product components throughout the design phase of the Product Realization Value Stream. The advanced supply chain solutions we develop in partnership with our customers improve the continuity of supply and supply chain flexibility.

New Business Development

Our new business development team is organized around our targeted market sectors and comprised of dedicated resources. Each market sector vice president has a business development and customer management leader who oversee and provide leadership to business development directors, customer directors, customer managers, business development, supply chain and manufacturing subject matter experts, and market sector analysts. Our sales and marketing efforts focus on targeting new customers and expanding business with existing customers. We believe our ability to provide a full range of product realization services gives Plexus a business advantage.

Competition

Plexus operates in a highly competitive market, with a goal to be best-in-class at meeting the unique needs of our customers. We provide flexible solutions, timely order fulfillment, and strong engineering, testing and production capabilities. A number of competitors may provide electronics manufacturing and engineering services similar to Plexus. Others may be more established in certain industry sectors, or have greater financial, manufacturing or marketing resources. Smaller competitors compete mainly in specific sectors and within limited geographical areas. Plexus occasionally competes with in-house capabilities of current and potential customers. Plexus maintains strong awareness and knowledge of our competitors' capabilities, in order to remain highly competitive within the broad scope of the EMS industry.

Intellectual Property

We own various service marks that we use in our business; these marks are registered in the trademark offices of the United States and other countries. Although we own certain patents, they are not currently material to our business. We do not have any material copyrights.

Information Technology

Our integrated ERP, warehouse management and shop floor control systems serve all of our manufacturing sites, providing a core set of consistent, global business applications. This consistency augments our other management information systems, allowing us to standardize our ability to translate data from multiple production facilities into operational and financial information. The related software licenses are of a general commercial character on terms customary for these types of agreements.

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Environmental Compliance

We are subject to a variety of environmental regulations relating to air emission standards and the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process. We believe that we are in compliance with all federal, state and foreign environmental laws and do not anticipate any significant expenditures in maintaining our compliance; however, there can be no assurance that violations will not occur which could have a material adverse effect on our financial results.

Social Responsibility

We are committed to social responsibility within our business and global operations. Our commitment to social responsibility extends to human rights, labor practices, the environment, worker health and safety, fair operating practices and the Company’s social impact in the communities where we operate. We are an Applicant Member of the Electronics Industry Citizenship Coalition (the "EICC"). In addition, we consider a variety of standards for socially responsible practices, including local and federal legal requirements in the jurisdictions where we operate, as well as the International Organization for Standardization’s “Guidance on Social Responsibility” (ISO 26000).

Employees

Our employees are one of our primary strengths, and we make a considerable effort to maintain a well-qualified and engaged work force. We have been able to offer enhanced career opportunities to many of our employees. Our human resources department identifies career objectives and monitors specific skill development opportunities for employees with potential for advancement. We invest at all levels of the organization to ensure that employees are well trained. We have a policy of involvement and consultation with employees at every facility and strive for continuous improvement at all levels.

We employ approximately 12,000 full-time employees. Given the quick response times required by our customers, we seek to maintain flexibility to scale our operations as necessary to maximize efficiency. To do so we use skilled temporary labor in addition to our full-time employees. Approximately 240 and 315 of our employees are covered by union agreements in the United Kingdom and Mexico, respectively. These union agreements are typically renewed at the beginning of each year, although in a few cases these agreements may last two or more years. Our employees in China, Germany, Malaysia, Romania and the United States are not covered by union agreements. We have no history of labor disputes at any of our facilities. We believe that our employee relationships are generally positive and stable.

Executive Officers

See Part III, Item 10. “Directors, Executive Officers and Corporate Governance” of this Form 10-K Report for information about the Company's Executive Officers of the Registrant.

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ITEM 1A.	RISK FACTORS

Our net sales and operating results may vary significantly from period to period.

Our quarterly and annual results may vary significantly depending on various factors, many of which are beyond our control. These factors include:


•	the volume and timing of customer demand relative to our capacity


•	the typical short life-cycle of our customers' products


•	customers' operating results and business conditions


•	changes in our, and our customers', sales mix, as well as the volatility of these changes


•	variations in sales and margins among geographic regions


•	varying gross margins among different programs, including as a result of pricing concessions to certain customers


•	failures of our customers to pay amounts due to us


•	claims alleging defective goods or services or breaches of contractual requirements


•	challenges associated with the engagement of new customers or additional work from existing customers


•	unanticipated customer disengagements


•	the timing of our expenditures in anticipation of future orders


•	our effectiveness in planning production and managing inventory, fixed assets and manufacturing processes


•	changes in cost and availability of labor and components


•	exchange rates and


•	changes in U.S. and global economic and political conditions and world events.

The majority of our net sales come from a relatively small number of customers and a limited number of market sectors; if we lose any of these customers or if there are problems in those market sectors, our net sales and operating results could decline significantly.

Net sales to our ten largest customers have represented a majority of our net sales in recent periods. Our ten largest customers accounted for 55.1 percent of our net sales for the fiscal year ended September 27, 2014, and 54.5 percent of our net sales for the fiscal year ended September 28, 2013. For the fiscal year ended September 27, 2014, there were two customers that each represented 10.0 percent or more of our net sales. For the fiscal year ended September 28, 2013, there was one customer that represented 10.0 percent or more of our net sales.

Our principal customers may vary from period to period, and our principal customers may not continue to purchase services from us at current levels, or at all, particularly given the volatile nature of certain programs. For example, a customer that formerly represented more than 10.0 percent of our net sales disengaged from us in fiscal 2013 and is no longer a customer; we may experience other significant customer disengagements in the future. Especially given our discrete number of customers, significant reductions in net sales to any of these customers, the loss of major customers or our failure to make appropriate choices as to the customers we serve could seriously harm our business and results of operations.

In addition, we focus our sales efforts on customers in only a few market sectors, and we endeavor to carefully choose those sectors. Each of these sectors is subject to macroeconomic conditions as well as trends and conditions that are sector specific. Shifts in the performance of a sector served by Plexus, as well as the economic, business and/or regulatory conditions that affect the sector, or our failure to choose appropriate sectors, can particularly impact Plexus. For instance, sales in the Healthcare/Life Sciences sector are substantially affected by trends in the healthcare industry, such as government reimbursement rates and uncertainties relating to the financial health of, and pending changes in the structure of, the U.S. health care sector generally, including as a result of the Patient Protection and Affordable Care Act (the "Affordable Care Act").

Further, potential reductions in U.S. government agency spending, including those due to budget cuts or other political developments or issues, could affect opportunities in all of our market sectors. Any weakness in the market sectors in which our customers are concentrated could affect our business and results of operations.

From time to time, our customers, including formerly significant customers, have been affected by merger and acquisition activity. While these transactions may present Plexus with opportunities to capture new business, they also create the risk that these customers will partially or completely disengage as a result of transitioning such business to other contract manufacturers or deciding to manufacture the products internally.

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Plexus is a multinational corporation and operating in multiple countries exposes us to increased risks, including adverse local developments and currency risks.

We have operations in many countries; operations outside of the U.S. in the aggregate now represent a majority of our net sales. We also purchase a significant number of components manufactured in various countries. These international aspects of our operations, which are likely to increase over time, subject us to the following risks that could materially impact our operations and operating results:


•	economic, political or civil instability


•	transportation delays or interruptions


•	exchange rate fluctuations


•	changes in labor markets, such as government mandated wage increases, and difficulties in appropriately staffing and managing personnel in multiple cultures


•	compliance with laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, applicable to companies with global operations


•	reputational risks related to, among other factors, varying standards and practices among countries


•	significant natural disasters and other events or factors impacting local infrastructure


•	the effects of other international political developments (such as embargoes, sanctions, boycotts and energy disruptions) and


•	regulatory requirements and potential changes to those requirements.

We continue to monitor our risk associated with foreign currency translation and have entered into limited forward contracts to address this risk. As our international operations expand, our failure to appropriately address foreign currency transactions and/or the currency exposures associated with assets and liabilities denominated in non-functional currencies could adversely affect our consolidated financial condition, results of operations and cash flows.

In addition, changes in policies by the U.S. or other governments could negatively affect our operating results due to changes in duties, tariffs, taxes or limitations on currency or fund transfers, as well as government imposed restrictions on producing certain products in, or shipping them to, specific countries. For example, our facilities in Mexico operate under the Mexican Maquiladora ("IMMEX") program. This program provides for reduced tariffs and eased import regulations; we could be adversely affected by changes in the IMMEX program or our failure to comply with its requirements.

Our customers do not make long-term commitments and may cancel or change their production requirements.

EMS companies must respond quickly to the requirements of their customers in both design and production. We generally do not obtain firm, long-term purchase commitments from our customers, and frequently do not have visibility as to their future demand. Customers also cancel requirements, change engineering or other service requirements, change production quantities, delay production or revise their forecasts for a number of reasons that are beyond our control. The success of our customers’ products in the market and the strength of the markets themselves affect our business. Cancellations, reductions or delays by a significant customer, or by a group of customers, could seriously harm our operating results and negatively affect our working capital levels. Such cancellations, reductions or delays have occurred from time to time and may continue to occur.

In addition, we make significant decisions based on our estimates of customers’ requirements, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, working capital management, facility requirements, personnel needs and other resource requirements. The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of those customers. Since many of our operating expenses are fixed, a reduction in customer demand can harm our operating results. Moreover, since our margins vary across customers and specific programs, a reduction in demand with higher margin customers or programs will have a more significant adverse effect on our operating results.

Rapid increases in customer requirements may stress personnel and other capacity resources. We may not have sufficient resources at any given time to meet all of our customers’ demands or to meet the requirements of a specific program.

We have a complex business model, and our failure to properly manage that model could affect our operations, financial results and reputation

Our business model focuses on products and services in the mid-to-lower-volume, higher-complexity segment of the EMS market. Our customers’ products typically require significant production and supply-chain flexibility, in some cases necessitating optimized demand-pull-based manufacturing and supply chain solutions across an integrated global platform. The products we manufacture are also typically complex, highly regulated, and require complicated configuration management and direct order fulfillment capabilities to global end customers. Our business model requires a great degree of attention, flexibility

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and resources. These resources include working capital, management and technical personnel, and the development and maintenance of systems and procedures to manage diverse manufacturing, regulatory and service requirements for multiple programs of varying sizes simultaneously, including in multiple locations. We also depend on bringing new customers and programs online and on transitioning production for new customers and programs, which creates added complexities related to managing the start-up risks of such projects, especially for companies that did not previously outsource such activities.

The complexity of our service model often results in complex and challenging contractual obligations as well as commitments from us to our customers. If we fail to meet those obligations, it could result in claims against us and/or adversely affect our reputation and our ability to obtain future business, as well as impair our ability to enforce our rights (including those related to payment) under those contracts.

If we fail to effectively manage or execute our business model, we may lose customer confidence and our reputation may suffer. The Company’s reputation is the foundation of our relationships with key stakeholders. If we are unable to effectively manage real or perceived issues, which could negatively impact sentiments toward the Company, our ability to maintain or expand business opportunities could be impaired and our financial results could suffer on a going-forward basis.

Our products are for end markets that require technologically advanced products with relatively short life-cycles.

Factors affecting the technology-dependent end markets that we serve, in particular short product life-cycles, could seriously affect our customers and, as a result, Plexus. These factors include:


•	the inability of our customers to adapt to rapidly changing technology and evolving industry standards that result in short product life-cycles


•	the inability of our customers to develop and market their products, some of which are new and untested and


•	the potential that our customers’ products may become obsolete or the failure of our customers’ products to gain widespread commercial acceptance.

Even if our customers successfully respond to these market challenges, their responses, including any consequential changes we must make in our business relationships with them and our production for them, can affect our production cycles, inventory management and results of operations.

Challenges associated with the engagement of new customers or programs, or the provision of new services, could affect our operations and financial results.

Our engagement with new customers, as well as the addition of new work or types of services for existing customers, can present challenges in addition to opportunities. We must initially determine whether it would be in our interests from a business perspective to pursue a particular potential new customer, program or service, including evaluating the customer’s, program’s and/or service's fit with our value proposition as well as its potential end-market success. If we make the decision to proceed, we need to ensure that our terms of engagement, including our pricing and other contractual provisions, appropriately reflect the anticipated costs, risks, and rewards of an opportunity. The failure to make prudent engagement decisions and/or to establish appropriate terms of engagement could adversely affect our profitability and margins.

Also, there are inherent risks associated with the timing and ultimate realization of a new program’s anticipated revenue; these factors can sometimes extend for a significant period. Some new programs require us to devote significant capital and personnel resources to new technologies and competencies. In addition, as a result of production startup costs, new programs are inherently less efficient in their earlier phases than mature programs. We may not meet customer expectations, which could damage our relationships with the affected customers and impact our ability to deliver conforming product on a timely basis. Further, the success of new programs may depend heavily on factors such as product reliability, market acceptance, regulatory approvals and/or economic conditions. The failure of a new program to meet expectations on these factors, or our inability to effectively execute on a new program’s requirements, could result in lost financial opportunities and adversely affect our results of operations.

Start-up costs and inefficiencies related to new, recent or transferred programs can adversely affect our operating results.

In recent years, our revenue growth has been heavily biased toward ramping new program wins as compared to end-market growth of mature programs. The management of resources in connection with the establishment of new or recent programs and customer relationships, as well as program transfers between facilities, and the need to estimate required resources in advance of production can adversely affect our gross and operating margins and level of working capital. These factors are particularly evident in the early stages of the life-cycle of new products and programs, which lack a track record of order volume and timing as well as production efficiencies in the early stages. We are managing a number of new programs at any given time;

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therefore, we are exposed to these factors in varying magnitudes. In addition, if any of these programs or customer relationships were terminated, our operating results could worsen, particularly in the short term.

The effects of these start-up costs and inefficiencies can also occur when we transfer programs between locations. We conduct these transfers on a regular basis to meet customer needs, seek long-term efficiencies or respond to market conditions, as well as due to facility openings and closures, such as the current transfer of our operations in Mexico from Juarez to our new facility in Guadalajara. Although we try to minimize the potential losses arising from transitioning customer programs between Plexus facilities, there are inherent risks that such transitions can result in operational inefficiencies and the disruption of programs and customer relationships.

While these factors tend to affect new, recent or transferred programs, they can also impact more mature, or maturing programs and customer relationships, especially programs where end-market demand can be somewhat volatile.

Failure to manage periods of growth or contraction, if any, may seriously harm our business.

Our industry frequently sees periods of expansion and contraction to adjust to customers’ needs and market demands. Plexus regularly contends with these issues and must carefully manage its business to meet customer and market requirements. If we fail to manage these growth and contraction decisions effectively, we can find ourselves with either excess or insufficient resources and our business, as well as our profitability, may suffer.

Expansion and consolidation, including the transfer of operations to larger facilities or acquisitions, can inherently include additional costs and start-up inefficiencies. In fiscal 2014, we opened new manufacturing facilities in the U.S. (Neenah, Wisconsin) and in Mexico (Guadalajara) to replace existing facilities in those countries. During fiscal 2013, we opened a new manufacturing facility in China (Xiamen) and a replacement facility in Romania (Oradea). If we are unable to effectively manage our recent expansions and consolidations, or related anticipated net sales are not realized, our operating results could be adversely affected. In addition, we may expand our operations in new geographical areas where currently we do not operate. Other risks of current or future expansions, acquisitions and consolidations include:


•	the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value


•	challenges faced as a result of transitioning programs


•	incurrence of restructuring or other charges that may not have their intended effects


•	additional fixed or other costs, or selling, general and administrative ("SG&A") expenses, which may not be fully absorbed by new business


•	a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities as well as the increased costs associated with opening new facilities


•	difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans


•	diversion of management’s attention from other business areas during the planning and implementation of expansions


•	strain placed on our operational, financial and other systems and resources and


•	inability to locate sufficient customers, employees or management talent to support the expansion.

Periods of contraction or reduced net sales, or other factors affecting particular sites, create other challenges. We must determine whether facilities remain viable, whether staffing levels need to be reduced, and how to respond to changing levels of customer demand. While maintaining excess capacity or higher levels of employment entail short-term costs, reductions in capacity and/or employment could impair our ability to respond to market improvements or to maintain customer relationships. Our decisions to reduce costs and capacity can affect our short-term and long-term results. When we make decisions to reduce capacity or to close facilities, we frequently incur restructuring charges, as we did in fiscal 2014 in connection with the replacement of facilities in the U.S. and Mexico.

In addition, to meet our customers’ needs, particularly when the production requirements of certain products is site-specific, or to achieve increased efficiencies, we sometimes require additional capacity in one location while reducing capacity in another. Since customers’ needs and market conditions can vary and change rapidly, we may find ourselves in a situation where we simultaneously experience the effects of contraction in one location and expansion in another location. We may also encounter situations where our lack of a physical presence in certain locations may limit or foreclose opportunities.

Changes in tax laws, potential tax disputes, negative or unforeseen tax consequences and/or further developments affecting our deferred tax assets could affect our results.

Given the scope of our international operations and our international tax arrangements, proposed changes to the manner in which U.S. based multinational companies are taxed in the U.S. could have a material impact on our operating results and

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competitiveness. In addition, other recently adopted or potential changes to tax laws in the other jurisdictions in which we operate could also affect our results.

The Company has been granted a tax holiday for its Malaysian subsidiary. This tax holiday expires in 2024 and is subject to certain conditions with which we expect to comply and we would risk adverse tax consequences if we do not.

Plexus is eligible for up to $15.0 million in Wisconsin state tax credits in connection with our new manufacturing facility in Neenah, Wisconsin, which opened in fiscal 2014, if we meet certain requirements related to, among other matters, job creation and retention, employee training and capital investment. If we do not comply with these requirements, we may not be able to realize all, or any, of these tax credits. As of September 27, 2014, approximately $6.0 million has been recorded as an other receivable related to the credits.

The Company reviews the probability of the realization of our net deferred tax assets each period based on forecasts of taxable income in both the U.S. and foreign jurisdictions. This review uses historical results, projected future operating results based upon approved business plans, eligible carryforward periods, tax planning opportunities and other relevant considerations. Adverse changes in the profitability and financial outlook in the U.S. or foreign jurisdictions may require the creation of an additional valuation allowance to reduce our net deferred tax assets. Such changes could result in material non-cash expenses in the period in which the changes are made.

An inability to successfully manage the procurement, development, implementation or execution of information systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, may adversely affect our business and reputation.

As a global company with a complex business model, we heavily depend on our information systems to support our customers’ requirements and to successfully manage our business. Any inability to successfully manage the procurement, development, implementation, execution or maintenance of our information systems, including matters related to system and data security, privacy, reliability, compliance, performance and access, as well as any inability of these systems to fulfill their intended purpose within our business, could have an adverse effect on our business.

In the ordinary course of business, we collect and store sensitive data and information, including our proprietary and regulated business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our employees. Our information systems, like those of other companies, are susceptible to malicious damage, intrusions and outages due to, among other events, viruses, industrial espionage, break-ins and similar events, other breaches of security, natural disasters, power loss or telecommunications failures. We have taken steps to maintain adequate data security and address these risks and uncertainties by implementing security technologies, internal controls, network and data center resiliency and recovery processes. However, any operational failure or breach of security from increasingly sophisticated cyber threats could lead to the loss or disclosure of both our and our customers’ financial, product and other confidential information, result in adverse regulatory actions and have a material adverse effect on our business and reputation.

We and our customers are subject to increasingly extensive government regulations and industry standards, and the impact of certain future regulations remains uncertain; failure to comply with such regulations and standards could have an adverse effect on our business, customer relationships, reputation and profitability.

We are subject to extensive government regulation and industry standards (as well as customer-specific standards) relating to the products we design and manufacture as well as how we conduct our business, including regulations and standards relating to labor and employment practices, workplace health and safety, the environment, sourcing and import/export practices, the market sectors we support and many other facets of our operations. The regulatory climate in the U.S. and other countries has become increasingly complex and fragmented, and regulatory activity has increased in recent periods. Failure or noncompliance with such regulations or standards could have an adverse effect on our reputation, customer relationships, profitability and results of operations.

As a publicly-held company, we are subject to increasingly stringent laws, regulations and other requirements, including those resulting from the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, affecting, among other areas, our accounting, internal controls, corporate governance practices, securities disclosures and reporting. For example, the SEC recently adopted disclosure requirements related to the use of specified "conflict" minerals that are necessary to the functionality or production of products manufactured, or contracted to be manufactured, by publicly-held companies. Compliance with such requirements could increase costs and affect the manufacturing and sale of our products.

Governments worldwide are becoming increasingly aggressive in adopting and enforcing anti-corruption laws. The U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, among others, apply to us and our operations.

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The Affordable Care Act significantly affects the provision of both health care services and benefits in the United States and is expected to impact our cost of providing our employees and retirees with health insurance and/or benefits, and may also impact various other aspects of our business.

Our Healthcare/Life Sciences sector is subject to statutes and regulations covering the design, development, testing, manufacturing and labeling of medical devices and the reporting of certain information regarding their safety, including Food and Drug Administration ("FDA") regulations and similar regulations in other countries. Failure to comply with these regulations can result in, among other things, fines, injunctions, civil penalties, criminal prosecution, recall or seizure of devices, or total or partial suspension of production.

We also design and manufacture products for customers in the defense, security and aerospace industries. Companies that design and manufacture products for these industries face significant regulation by the Department of Defense, Department of State, Federal Aviation Authority, and other governmental agencies in the U.S. as well as in other countries, and also under the Federal Acquisition Regulation.

In addition, whenever we pursue business in new sectors and subsectors, or our customers pursue new technologies or markets, we need to navigate the potentially heavy regulatory and legislative burdens of such sectors, technologies or markets.

The regulatory climate can itself affect the demand for our services. For example, government reimbursement rates and other regulations, as well as the financial health of health care providers, and pending changes in how health care in the U.S. is structured, including as a result of the Affordable Care Act, and how medical devices are taxed, could affect the willingness and ability of end customers to purchase the products of our customers in this sector as well as impact our margins.

Our customers are also required to comply with various government regulations, legal requirements and industry standards, including many of the industry-specific regulations discussed above. Our customers' failure to comply could affect their businesses, which in turn would affect our sales to them. In addition, if our customers are required by regulation or other requirements to make changes in their product lines, these changes could significantly disrupt particular programs for these customers and create inefficiencies in our business.

A failure to comply with customer-driven policies and standards, and third party certification requirements, including those related to social responsibility, could adversely affect our business and reputation.

In addition to government regulations and industry standards, our customers may require us to comply with their own social responsibility, conflict minerals, quality or other business policies or standards, which may be more restrictive than current laws and regulations as well as our pre-existing policies, before they commence, or continue, doing business with us. Such policies or standards may be customer-driven, established by the industry sectors in which we operate or imposed by third party organizations. For example, in fiscal 2014 the Company became an Applicant Member in the EICC. The EICC is a non-profit coalition of electronics companies and establishes standards for its members in responsible and ethical practices in the areas of labor, environmental compliance, employee health and safety, ethics and social responsibility.

Our compliance with these policies, standards and third party certification requirements could be costly, and our failure to comply could adversely affect our operations, customer relationships, reputation and profitability.

There may be problems with the products we design or manufacture that could result in liability claims against us and reduced demand for our services.

The products that we design and/or manufacture may be subject to liability or claims in the event that defects are discovered or alleged. We design and manufacture products to our customers’ specifications, many of which are highly complex, and produce products for industries, such as health care, defense and aerospace, that tend to have higher risk profiles. Despite our quality control and quality assurance efforts, problems may occur, or may be alleged, in the design and/or manufacturing of these products, including as a result of business continuity issues. Whether or not we are responsible, problems in the products we manufacture, whether real or alleged, whether caused by faulty customer specifications, the design or manufacturing processes or a component defect, may result in delayed shipments to customers and/or reduced or canceled customer orders. If these problems were to occur in large quantities or too frequently, our business reputation may also be tarnished. In addition, problems may result in liability claims against us, whether or not we are responsible. These potential claims may include damages for the recall of a product and/or injury to person or property.

Even if customers or third parties, such as component suppliers, are responsible for defects, they may not, or may not be able to, assume responsibility for any such costs or required payments to us. While we seek to insure against many of these risks, insurance coverage may be inadequate, not cost effective or unavailable, either in general or for particular types of products or issues. We occasionally incur costs defending claims, and any such disputes could affect our business relationships.

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If we are unable to maintain our engineering, technological and manufacturing process expertise, our results may be adversely affected.

The markets for our manufacturing, engineering and other services are characterized by rapidly changing technology and evolving process developments. Our internal processes are also subject to these factors. The continued success of our business will depend upon our continued ability to:


•	retain our qualified engineering and technical personnel, and attract additional such personnel


•	maintain and enhance our technological capabilities


•	choose and maintain appropriate technological and service capabilities


•	successfully manage the implementation and execution of information systems


•	develop and market manufacturing services which meet changing customer needs and


•	successfully anticipate, or respond to, technological changes on a cost-effective and timely basis.

Although we believe that our operations utilize the assembly and testing technologies, equipment and processes that are currently required by our customers, we cannot be certain that we will develop the capabilities required by our customers in the future. The emergence of new technology, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive. In addition, we may have to acquire new design, assembly and testing technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require significant expense or capital investment that could reduce our liquidity and negatively affect our operating results. Our failure to anticipate and adapt to our customers’ changing technological needs and requirements, and our need to maintain our personnel and other resources during times of fluctuating demand, could have an adverse effect on our business.

Intellectual property infringement claims against our customers or us could harm our business.

Our design and manufacturing services and the products offered by our customers involve the creation and use of intellectual property rights, which subject us and our customers to the risk of claims of intellectual property infringement from third parties. In addition, our customers may require that we indemnify them against the risk of intellectual property infringement. If any claims are brought against us or our customers for infringement, whether or not these have merit, we could be required to expend significant resources in defense of those claims. In the event of an infringement claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing alternatives or obtaining licenses on reasonable terms or at all. Infringement by our customers could cause them to discontinue production of some of their products, potentially with little or no notice, which may reduce our net sales to them and disrupt our production.

Additionally, if third parties on whom we rely for products or services, such as component suppliers, are responsible for an infringement (including through the supply of counterfeit parts), we may or may not be able to hold them responsible and we may incur costs in defending claims or providing remedies. Such infringements may also cause our customers to abruptly discontinue selling the impacted products, which would adversely affect our net sales of those products, and could affect our customer relationships more broadly. Similarly, claims affecting our suppliers could cause those suppliers to discontinue selling materials and components upon which we rely.

Increased competition may result in reduced demand or reduced prices for our services.

The EMS industry is highly competitive. We compete against numerous EMS providers with global operations, as well as those which operate on only a local or regional basis. In addition, current and prospective customers continually evaluate the merits of designing and manufacturing products internally and may choose to design and/or manufacture products themselves rather than outsource such activities. Consolidations and other changes in the EMS industry result in a changing competitive landscape.

Some of our competitors have a larger geographic footprint than we do, in addition to substantially greater managerial, manufacturing, engineering, technical, financial, systems, sales and marketing resources than ourselves. These competitors may:


•	respond more quickly to new or emerging technologies


•	have greater name recognition, critical mass and geographic and market presence


•	be better able to take advantage of acquisition opportunities


•	adapt more quickly to changes in customer requirements


•	devote greater resources to the development, promotion and sale of their services and


•	be better positioned to compete on price for their services.

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We may operate at a cost disadvantage compared to other EMS providers that have lower internal cost structures or greater direct buying power with component suppliers, distributors and raw material suppliers. Our manufacturing processes are generally not subject to significant proprietary protection, and companies with greater resources or a greater market presence may enter our market or become increasingly competitive. Increased competition could result in significant price reductions, reduced sales and margins, or loss of market share.

Our manufacturing services involve inventory risk.

Most of our contract manufacturing services are provided on a turnkey basis, under which we purchase some, or all, of the required materials and components based on customer forecasts and/or orders. Suppliers may require us to purchase materials and components in minimum order quantities that may exceed customer requirements. A customer’s cancellation, delay or reduction of forecasts or orders can also result in excess inventory or additional expense to us. Engineering changes by a customer may result in obsolete materials or components. While we attempt to cancel, return or otherwise mitigate excess and obsolete inventory and require customers to reimburse us for these items, we may not actually be reimbursed timely or be able to collect on these obligations. Excess or obsolete inventory, or other failures to manage our working capital, could adversely affect our operating results, including our return on invested capital.

In addition, we provide managed inventory programs for some of our customers under which we hold and manage finished goods or work-in-process inventories. These managed inventory programs result in higher inventory levels, further reduce our inventory turns and increase our financial exposure with such customers. Even though our customers generally have contractual obligations to purchase such inventories from us, we remain subject to the risk of enforcing those obligations.

We may experience raw material and component shortages and price fluctuations.

We do not have any long-term supply agreements. At various times in the recent past, we have experienced raw material and component shortages due to supplier capacity constraints or their failure to deliver. We also could experience disruptions in energy supplies. Periodic shortages may occur in the future. Such constraints can also be caused by world events, such as government policies, terrorism, armed conflict, natural disasters, economic recession and other localized events. We rely on a limited number of suppliers for many of the raw materials and components used in the assembly process and, in some cases, may be required to use suppliers that are the sole provider of a particular raw material or component. Such suppliers may encounter quality problems, labor disputes, financial difficulties or business continuity issues that could preclude them from delivering raw materials or components timely or at all. Some suppliers have ceased doing business due to economic or other circumstances, and more may do so in the future. Supply shortages and delays in deliveries of raw materials or components have in some cases resulted in delayed production of assemblies, which have increased our inventory levels and adversely affected our operating results in certain periods. An inability to obtain sufficient inventory on a timely basis could also harm relationships with our customers.

In addition, raw materials and components that are delivered to us may not meet our specifications or other quality criteria. Certain materials provided to us may be counterfeit or violate the intellectual property rights of others. The need to obtain replacement materials and parts may negatively affect our manufacturing operations. The inadvertent use of any such parts or products may also give rise to liability claims.

Raw material and component supply shortages and delays in deliveries can also result in increased pricing. While many of our customers permit quarterly or other periodic adjustments to pricing based on changes in raw material or component prices and other factors, we may bear the risk of price increases that occur between any such repricing or, if such repricing is not permitted, during the balance of the term of the particular customer contract. Conversely, as a result of our pricing strategies and practices, raw material and component price reductions have contributed positively to our operating results in the past. Our inability to continue to benefit from such reductions in the future could adversely affect our operating results.

We depend on our workforce, including certain key personnel, and the loss of key personnel or other personnel disruptions, including the inability to hire and retain sufficient personnel, may harm our business.

Our success depends in large part on the continued services of our key technical and management personnel, and on our ability to attract, develop and retain qualified employees, particularly highly skilled design, process and test engineers involved in the development of new products and processes and the manufacture of products. The competition for these individuals is significant, and the loss of key employees could harm our business.

From time to time, there are changes and developments, such as retirements, disability, death and other terminations of service that affect our executive officers and other key employees. Transitions of responsibilities among officers and key employees, particularly those that are unplanned, inherently can cause disruptions to our business and operations, which could have an effect on our results.

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We also depend on good relationships with our workforce generally. Any disruption in our relationships with our personnel, including as a result of potential union organizing activities, work actions or other labor issues, could substantially affect our operations and results.

In addition, when we expand operations in either existing areas or new locations, including internationally, we need to attract and retain the services of sufficient qualified personnel to conduct those operations. If we fail to retain and maintain sufficient qualified personnel, the operations at those locations, and consequently our financial results, could be adversely affected. In new or existing facilities we may be subject to local labor practices or union activities, wage pressure and changing wage requirements, increasing health care costs, differing employment laws and regulations in various countries, local competition for employees as well as high turnover, and other issues affecting our workforce, all of which could affect operations at particular locations, which also could have adverse effects on our operational results.

Natural disasters, breaches of security and other events outside our control, and the ineffective management of such events, may harm our business.

Some of our facilities are located in areas that may be impacted by natural disasters, including tornadoes, hurricanes, earthquakes, water shortages, tsunamis and floods. All facilities are subject to other natural or man-made disasters such as those related to global climate change, fires, acts of terrorism or war, breaches of security, theft or espionage, and failures of utilities. If such an event was to occur, our business could be harmed due to the event itself or due to our inability to effectively manage the effects of the particular event. Potential harms include the loss of business continuity, the loss of business data and damage to infrastructure.

In addition, some of our facilities possess certifications necessary to work on specialized products that our other locations lack. If work is disrupted at one of these facilities, it may be impractical or we may be unable to transfer such specialized work to another facility without significant costs and delays. Thus, any disruption in operations at a facility possessing specialized certifications could adversely affect our ability to provide products and services to our customers, and thus negatively affect our relationships and financial results.

Although we have implemented policies and procedures with respect to physical security, we remain at risk of unauthorized access to our facilities and the possible unauthorized use or theft of inventory, information or other physical assets. If unauthorized persons gain physical access to our facilities, or our physical assets or information are stolen or used in an unauthorized manner (whether through outside theft or industrial espionage), we could be subject to, among other consequences, negative publicity, governmental inquiry and oversight, loss of government contracts, litigation by affected parties and/or other future financial obligations related to the loss, misuse or theft of our or our customers' data, inventory or physical assets, any of which could have a material adverse effect on our reputation and results of operations.

We may fail to secure or maintain necessary additional financing and/or capital.

We cannot be certain that our existing credit facilities will provide all of the financing capacity that we will need in the future or that we will be able to change the credit facilities or revise covenants, if necessary, to accommodate changes or developments in our business and operations. In addition, it is possible that counterparties to our financial agreements, including our credit agreement and our interest rate swap agreements, may not be willing or able to meet their obligations, either due to instability in the global financial markets or otherwise.

Our future success may depend on our ability to obtain additional financing and capital to support possible future growth and future initiatives. We may seek to raise capital by issuing additional common stock, other equity securities or debt securities, modifying our existing credit facilities (as we did in fiscal 2014) or obtaining new credit facilities, or through a combination of these methods.

We may not be able to obtain capital when we want or need it, and capital may not be available on satisfactory terms. If we issue additional equity securities or convertible securities to raise capital, it may be dilutive to shareholders’ ownership interests; we may not be able offer our securities on attractive or acceptable terms in the event of volatility or weakness in our stock price. Furthermore, any additional financing may have terms and conditions that adversely affect our business, such as restrictive financial or operating covenants, and our ability to meet any financing covenants will largely depend on our financial performance, which in turn will be subject to general economic conditions and financial, business and other factors.

We may fail to successfully complete future acquisitions, as well as strategic arrangements, and may not successfully integrate acquired businesses or recognize the anticipated benefits, which could adversely affect our operating results.

We have previously grown, in part, through acquisitions and strategic arrangements. If we were to pursue future growth through acquisitions, this would involve significant risks that could have a material adverse effect on us. These risks include:

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Operating risks, such as:


•	the inability to integrate successfully our acquired operations’ businesses, systems and personnel


•	the inability to realize anticipated synergies, economies of scale or other value


•	the difficulties in scaling up production and coordinating management of operations at new sites


•	the strain placed on our personnel, systems and resources


•	the possible modification or termination of an acquired business’ customer programs, including the loss of customers and the cancellation of current or anticipated programs and


•	the loss of key employees of acquired businesses.

Financial risks, such as:


•	the use of cash resources, or incurrence of additional debt and related interest expense


•	the dilutive effect of the issuance of additional equity securities


•	the effect of potential volatility or weakness in our stock price on its use as consideration for acquisitions


•	the inability to achieve expected operating margins to offset the increased fixed costs associated with acquisitions, and/or inability to increase margins of acquired businesses to our desired levels


•	the incurrence of large write-offs or write-downs


•	the impairment of goodwill and other intangible assets and


•	the unforeseen liabilities of the acquired businesses.



ITEM 1B.	UNRESOLVED SEC STAFF COMMENTS

None.

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ITEM 2.	PROPERTIES

Our facilities comprise an integrated network of engineering and manufacturing centers with our corporate headquarters located in Neenah, Wisconsin. We own or lease facilities with approximately 3.8 million square feet of capacity. This includes approximately 2.0 million square feet in AMER (of which 0.2 million square feet will close in fiscal 2015), approximately 1.4 million square feet in APAC and approximately 0.4 million square feet in EMEA. Approximately 0.2 million square feet of this capacity is subleased. Our facilities as of September 27, 2014 , are described in the following table:



Location	Type	Size (sq. ft.)	Owned/Leased

AMER
Neenah, Wisconsin (3)	Manufacturing	418,000	Owned
Guadalajara, Mexico (2)	Manufacturing	265,000	Leased
Nampa, Idaho	Manufacturing	216,000	Owned
Juarez, Mexico (2)	Manufacturing	210,000	Leased
Appleton, Wisconsin	Manufacturing	205,000	Owned
Buffalo Grove, Illinois (1)	Manufacturing	163,000	Leased
Neenah, Wisconsin	Engineering	105,000	Owned
Neenah, Wisconsin	Global Headquarters	104,000	Owned
Fremont, California	Manufacturing	46,000	Leased
Raleigh, North Carolina	Engineering	25,000	Leased
Louisville, Colorado	Engineering	24,000	Leased

APAC
Penang, Malaysia (1)	Manufacturing/Engineering	1,048,000	Owned
Xiamen, China (1)	Manufacturing	193,000	Leased
Hangzhou, China	Manufacturing	117,000	Leased

EMEA
Oradea, Romania	Manufacturing/Engineering	296,000	Owned
Livingston, Scotland	Manufacturing/Engineering	62,000	Leased
Kelso, Scotland	Manufacturing	57,000	Owned
Darmstadt, Germany	Engineering	16,000	Leased

Other
San Diego, California (4)	Inactive	198,000	Leased


(1)	The facilities in Penang, Malaysia, Xiamen, China, and Buffalo Grove, Illinois include more than one building.


(2)	The facility in Guadalajara, Mexico opened during the fourth quarter of fiscal 2014 to replace the facility in Juarez, Mexico. The facility in Juarez is expected to close during the first quarter of fiscal 2015.


(3)	The manufacturing facility in Neenah, Wisconsin opened during fiscal 2014.


(4)	The facility in San Diego, California is subleased and no longer used in operations.

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ITEM 3.	LEGAL PROCEEDINGS

The Company is party to certain lawsuits and legal proceedings in the ordinary course of business. Management does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.



ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

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PART II



ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price per Share

For the fiscal years ended September 27, 2014 and September 28, 2013 , the Company’s common stock has traded on the NASDAQ Stock Market, in the NASDAQ Global Select Market tier. The price information below represents high and low sale prices of our common stock for each quarterly period.



Fiscal Year Ended September 27, 2014			Fiscal Year Ended September 28, 2013
	High	Low		High	Low
First Quarter	$43.41	$36.06	First Quarter	$31.38	$19.63
Second Quarter	$44.16	$36.81	Second Quarter	$27.36	$23.45
Third Quarter	$45.53	$38.84	Third Quarter	$30.67	$23.71
Fourth Quarter	$44.77	$37.05	Fourth Quarter	$37.29	$29.57

Performance Graph

The following graph compares the cumulative total return on Plexus common stock with the NASDAQ Stock Market Index for U.S. Companies and the NASDAQ Stock Market Index for Electronic Components Companies, both of which include Plexus. The values on the graph show the relative performance of an investment of $100 made on October 3, 2009, in Plexus common stock and in each of the indices as of the last business day of the respective fiscal year.

Comparison of Cumulative Total Return

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	2009		2010		2011		2012		2013		2014
Plexus	$	100	$	121	$	89	$	119	$	145	$	148
NASDAQ-US	100		116		115		150		183		216
NASDAQ-Electronics	100		124		110		138		191		210

Shareholders of Record; Dividends

As of November 13, 2014, there were 515 shareholders of record. We have not paid any cash dividends in the past. We currently anticipate that the majority of earnings in the foreseeable future will be retained to finance the development of our business and our authorized share repurchase. However, the Company evaluates from time to time potential uses of excess cash, which in the future may include additional share repurchases, a special dividend or recurring dividends. See also Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”, for a discussion of the Company’s intentions regarding dividends, and loan covenants which could restrict dividend payments.

Issuer Purchases of Equity Securities

The following table provides the specified information about the repurchases of shares by the Company during the three months ended September 27, 2014 :



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*
June 29, 2014 to July 26, 2014	55,491	$	42.70	55,491	$	—
July 27, 2014 to August 23, 2014	61,763	39.95		61,763	$	—
August 24, 2014 to September 27, 2014	71,141	40.48		71,141	$	—
	188,395	$	40.96	188,395

* On August 19, 2013, the Board of Directors approved a stock repurchase program under which the Company was authorized to repurchase up to $30.0 million of its common stock in fiscal 2014. During fiscal 2014 , the Company repurchased 733,447 shares under this program for $30.0 million , at an average price of $40.90 per share. These shares were recorded as treasury stock.

On August 13, 2014, the Board of Directors approved a stock repurchase program under which the Company is authorized to repurchase up to $30.0 million of its common stock in fiscal 2015. Accordingly, since this program became effective subsequent to September 27, 2014 , the $30.0 million authorization is excluded from the table above.

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ITEM 6.	SELECTED FINANCIAL DATA

Financial Highlights (dollars in thousands, except per share amounts)



	Fiscal Years Ended
Income Statement Data	September 27, 2014			September 28, 2013			September 29, 2012				October 1, 2011			October 2, 2010
Net sales	$	2,378,249		$	2,228,031		$	2,306,732			$	2,231,232		$	2,013,393
Gross profit	225,569			213,185			219,913				214,742			206,922
Gross margin percentage	9.5		%	9.6		%	9.5		%		9.6		%	10.3		%
Operating income ⁽¹⁾	100,607			96,623			104,159				101,179			99,652
Operating margin percentage	4.2		%	4.3		%	4.5		%		4.5		%	4.9		%
Net income	87,213			82,259			62,089			⁽³⁾	89,256			89,533
Earnings per share (diluted)	$	2.52		$	2.36		$	1.75		⁽³⁾	$	2.30		$	2.19
Cash Flow Statement Data
Cash flows provided by (used in) operations	$	88,432		$	207,647		$	157,503			$	158,451		$	(7,639	)
Capital equipment additions	65,284			108,122			63,697				70,819			65,073
Balance Sheet Data
Working capital	$	683,524		$	607,646		$	619,934			$	553,893		$	523,472
Total assets	1,609,026			1,447,684			1,411,467				1,304,525			1,290,379
Long-term debt and capital lease obligations, net of current portion	262,046			257,773			260,211				270,292			112,466
Shareholders’ equity	781,133			699,301			649,022				558,882			651,855
Return on invested capital ⁽²⁾	15.2		%	14.0		%	15.5		%	⁽³⁾	15.6		%	19.5		%
Inventory turnover ratio	4.6x			5.1x			4.6x				4.4x			3.7x



(1)	During fiscal 2014, the Company recorded $11.3 million in restructuring and impairment charges, which are included in operating income. These charges largely related to the Company's consolidation of its facilities in the Fox Cities (Neenah and Appleton), Wisconsin, as well as its relocation of manufacturing operations from Juarez, Mexico to a new manufacturing facility in Guadalajara, Mexico.
(2)	The Company defines return on invested capital as tax-effected operating income divided by average invested capital over a rolling five-quarter period. Invested capital is defined as equity plus debt, less cash and cash equivalents, as discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
(3)	In fiscal 2012, the Company established a valuation allowance against its U.S. deferred tax assets resulting in an additional tax provision of approximately $20.6 million ($22.8 million provision, offset by $2.2 million to other comprehensive income) and a decrease in diluted earnings per share of $0.64. Return on invested capital excludes the $20.6 million net deferred tax asset reduction. An additional $1.3 million of valuation allowance established for fiscal 2012 relates to operating losses in Germany and Romania making the total valuation allowance for that year $24.1 million.

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

OVERVIEW

Plexus Corp. and its subsidiaries (together “Plexus,” the “Company,” or "we") participate in the Electronic Manufacturing Services (“EMS”) industry. We deliver optimized solutions to our customers through our unique Product Realization Value Stream. Our customer-focused solutions model seamlessly integrates innovative product conceptualization, design, commercialization, manufacturing, fulfillment and sustaining solutions. Plexus delivers comprehensive end-to-end solutions for customers in the Americas (“AMER”), Europe, Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”) regions.

The following information should be read in conjunction with our consolidated financial statements included herein and “Risk Factors” included in Part I, Item 1A herein.

Recent Developments

We opened our new manufacturing facility in Guadalajara, Mexico during the fourth quarter of fiscal 2014. This facility is replacing our existing facility in Juarez, Mexico, which will be closed during the first quarter of fiscal 2015. This transition resulted in approximately $7.0 million of restructuring and impairment charges during fiscal 2014. Closure of the facility in Juarez is expected to result in approximately $1.5 to $1.8 million of additional restructuring charges in the first quarter of fiscal 2015.

We opened our new manufacturing facility in Neenah, Wisconsin during the first quarter of fiscal 2014. This facility consolidated one owned and two leased facilities in the Fox Cities (Neenah and Appleton), Wisconsin. The consolidation of these facilities resulted in approximately $4.3 million of restructuring charges during fiscal 2014.

RESULTS OF OPERATIONS

Consolidated Performance Summary. The following table presents selected consolidated financial data for fiscal 2014 , 2013 and 2012 (dollars in millions, except per share data):



	2014			2013			2012
Net sales	$	2,378.2		$	2,228.0		$	2,306.7
Gross profit	225.6			213.2			219.9
Gross margin	9.5		%	9.6		%	9.5		%
Operating income	100.6			96.6			104.2
Operating margin	4.2		%	4.3		%	4.5		%
Net income	87.2			82.3			62.1			*
Earnings per share (diluted)	$	2.52		$	2.36		$	1.75		*
Return on invested capital	15.2		%	14.0		%	15.5		%

*See Note 7 in Notes to Consolidated Financial Statements for discussion regarding the fiscal 2012 valuation allowance for deferred tax assets.

Net sales. Net sales for fiscal 2014 increased $150.2 million, or 6.7 percent, as compared to fiscal 2013. The net sales increase was primarily the result of a $134.1 million increase in net sales in the healthcare/life sciences sector, as well as net sales increases in the industrial/commercial and defense/security/aerospace sectors, partially offset by a reduction in net sales in the networking/communication sector. The reduction in the networking/communications sector resulted from a $282.6 million

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headwind related to the disengagement of Juniper Networks, Inc. ("Juniper") in fiscal 2013, partially offset by a $230.3 million increase in net sales to two key customers in that sector primarily resulting from new product ramps.

Net sales for fiscal 2013 decreased $78.7 million, or 3.4 percent, as compared to fiscal 2012. The net sales decrease was primarily the result of a $113.6 million decrease in net sales for one of our larger customers in the industrial/commercial sector, as a result of its decreased end-market demand, as well as an $85.3 million decrease in net sales to Juniper as a result of its disengagement and lower end-market demand for the products we formerly produced for Juniper. These decreases were partially offset by a $102.4 million increase in net sales to various significant customers in all sectors.

Our net sales by market sector for fiscal 2014 , 2013 and 2012 were as follows (in millions):



Market Sector	2014		2013		2012
Networking/Communications	$	762.5	$	826.3	$	903.6
Healthcare/Life Sciences	697.3		563.2		494.4
Industrial/Commercial	583.5		551.0		670.8
Defense/Security/Aerospace	334.9		287.5		237.9
	$	2,378.2	$	2,228.0	$	2,306.7

Networking/Communications . Net sales for fiscal 2014 in the networking/communications sector decreased $63.8 million, or 7.7 percent, as compared to fiscal 2013. The change was primarily the result of a $282.6 million decrease in net sales to Juniper, related to its disengagement, partially offset by a $230.3 million increase in sales related to two key customers in this sector primarily resulting from new program ramps.

Net sales for fiscal 2013 in the networking/communications sector decreased $77.3 million as compared to fiscal 2012. The change was primarily the result of an $85.3 million decrease in net sales to Juniper, related to its disengagement, partially offset by increased sales to existing customers in this sector as well as program ramps with new customers.

Healthcare/Life Sciences . Net sales for fiscal 2014 in the healthcare/life sciences sector increased $134.1 million, or 23.8 percent, as compared to fiscal 2013. The increase was primarily due to $89.3 million of new program ramps and increased end-market demand for two key customers in this sector and increased end-market demand and new program ramps across several other customers in this sector.

Net sales for fiscal 2013 in the healthcare/life sciences sector increased $68.8 million as compared to fiscal 2012. The increase was primarily due to market share gains and new program ramps with existing customers.

Industrial/Commercial . Net sales for fiscal 2014 in the industrial/commercial sector increased $32.5 million, or 5.9 percent, as compared to fiscal 2013. The increase was primarily the result of the expansion of current business with one of our larger customers in the sector, which accounted for $30.7 million of the increased net sales as compared to the prior year.

Net sales for fiscal 2013 in the industrial/commercial sector decreased $119.8 million as compared to fiscal 2012. The decrease was primarily a result of decreased end-market demand for one of our larger customers in the sector, which accounted for $113.6 million of the decreased net sales as compared to the prior year.

Defense/Security/Aerospace . Net sales for fiscal 2014 in the defense/security/aerospace sector increased $47.4 million, or 16.5 percent, as compared to fiscal 2013. The increase was primarily due to $37.5 million resulting from new program ramps and increased end-market demand for one of our larger customers in the sector.

Net sales for fiscal 2013 in the defense/security/aerospace sector increased $49.6 million as compared to fiscal 2012. The increase was the result of new program ramps as well as increased end-market demand for the products we produce for our customers.

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As a percentage of consolidated net sales, net sales attributable to customers representing 10.0 percent or more of consolidated net sales as well as the percentage of net sales attributable to our ten largest customers for fiscal 2014, 2013 and 2012, were as follows:



	2014	2013	2012
ARRIS Group, Inc. ("Arris")	12.5%	*	*
General Electric Company ("GE")	11.2%	*	*
Juniper Networks, Inc. ("Juniper")	*	12.8%	16.0%
Top 10 customers	55.1%	54.5%	60.0%
* Net sales attributable to the customer were less than 10.0 percent of consolidated net sales for the period.

Gross profit. Gross profit for fiscal 2014 increased $ 12.4 million , or 5.8 percent, as compared to fiscal 2013. Overall gross margin decreased to 9.5 percent from 9.6 percent. Gross profit increased $34.2 million primarily as a result of increased sales. This favorable effect was largely offset by a $21.9 million increase in fixed costs due to our investment in a new manufacturing facility in Neenah, Wisconsin, the ramp up of new business in the AMER region, and increased depreciation and personnel expenses with our new manufacturing facility in Oradea, Romania.

Gross profit for fiscal 2013 decreased $6.7 million, or 3.1 percent, as compared to fiscal 2012 primarily due to decreased net sales, increased fixed expenses related to site investments in Penang, Malaysia, Xiamen, China, and Oradea, Romania, and unfavorable changes in customer mix. The decrease was partially offset by the sale of certain inventory that had previously been written down. A slightly larger percentage decrease in revenue as compared to the decrease in gross profit for fiscal 2013 led to an increase in gross margin to 9.6 percent for fiscal 2013 from 9.5 percent for fiscal 2012.

Operating income. Operating income for fiscal 2014 increased $ 4.0 million as compared to fiscal 2013. A $2.9 million decrease in selling and administrative expenses ("S&A") as compared to prior year and the previously discussed increase to gross profit were partially offset by $11.3 million of restructuring and impairment charges primarily related to the consolidation of facilities in the Fox Cities, Wisconsin, and the relocation of manufacturing operations from Juarez, Mexico, to Guadalajara, Mexico. As a result, operating margin decreased to 4.2 percent for fiscal 2014 from 4.3 percent for fiscal 2013.

Operating income for fiscal 2013 decreased $7.5 million as compared to fiscal 2012. The operating income decrease reflected the $6.7 million decrease in gross profit described above as well as a $0.8 million increase in S&A expenses. The increase in S&A was primarily due to approximately $2.4 million of recoveries of receivables previously at risk in the prior fiscal year, with no such recovery in the current fiscal year, and approximately $0.8 million of additional amortization expense in fiscal 2013 related to the Kontron arrangement. These increases were partially offset by a $1.3 million decrease in incentive compensation expense and additional reductions due to focused cost management efforts. As a result of the factors discussed above, for fiscal 2013 compared to fiscal 2012, operating margin decreased from 4.5 percent to 4.3 percent.

Other income (expense) . Other expense for fiscal 2014 decreased $ 4.4 million as compared to fiscal 2013. The decrease in other expense for fiscal 2014 was primarily the result of a $1.3 million increase in interest income, a $1.1 million decrease in currency exchange losses, a $0.8 million decrease in miscellaneous expense due to a favorable outcome related to a previous accrual for expenses related to the termination of an agreement for additional land in Hangzhou, China, and a $0.3 million decrease in interest expense.

Other expense decreased to $11.6 million for fiscal 2013 from $12.9 million for fiscal 2012. The decrease in expense was largely due to $3.4 million of decreased interest expense related to our former term loan. Interest rate swaps associated with the original term loan expired in fiscal 2013. This resulted in lower floating interest rates prior to the establishment of a new interest rate swap agreement and lower fixed interest rates subsequent to the establishment of the new interest rate swap agreement. This decrease was offset by a $1.4 million increase in foreign exchange losses and a $0.8 million increase in other expense as the result of an accrual for property-related expenses related to the termination of an agreement for additional land in Hangzhou, China.

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Income taxes. Income tax expense and effective annual income tax rates, with and without the annual valuation allowance, for fiscal 2014 , 2013 and 2012 were as follows (dollars in millions):



	2014			2013			2012
Income tax expense, as reported	$	6.1		$	2.7		$	29.1
Valuation allowance (expense)	(7.9		)	(7.0		)	(24.1		)
Income tax (benefit) expense, as adjusted*	$	(1.8	)	$	(4.3	)	$	5.0

Effective annual tax rate, as reported	6.5		%	3.2		%	31.9		%
Impact of valuation allowance	(8.4		)%	(8.2		)%	(26.4		)%
Effective annual tax rate, as adjusted*	(1.9		)%	(5.0		)%	5.5		%

*The Company believes that the non-GAAP presentation of income tax (benefit) expense and effective annual tax rate excluding the impact of the valuation allowance provides a more meaningful comparison of reporting periods.

Income tax expense for fiscal 2014 was $6.1 million compared to $2.7 million for fiscal 2013 and $29.1 million for fiscal 2012. The Company's effective annual tax rates vary from the U.S. statutory rate of 35.0% primarily as a result of the mix of earnings from U.S. and foreign jurisdictions and tax holidays granted to subsidiaries located in the APAC region where the Company derives a significant portion of its earnings. The effective tax rate for fiscal 2014 was higher than the effective rate for fiscal 2013 primarily as a result of the geographic distribution of worldwide earnings. The effective tax rate for fiscal 2013 was significantly lower than the effective tax rate in fiscal 2012 primarily due to the amount of the additional valuation allowance recorded in fiscal 2012 on deferred tax assets in the U.S. as well as discrete tax benefits recorded in fiscal 2013.

In fiscal 2014, the Company recorded a $7.9 million addition to its valuation allowance relating to continuing losses in certain jurisdictions within the AMER and EMEA regions. At the close of fiscal 2014, using the measurement criteria found in ASC Topic 740, “Income Taxes” ("ASC 740"), the Company believes that the positive evidence does not outweigh the negative and the valuation allowance should remain in place. During fiscal 2014, the Company also recorded tax benefits of $3.8 million primarily related to the lapse of statutes of limitations related to U.S. tax examinations during the fiscal year.

In fiscal 2013, the Company recorded a $7.0 million addition to its valuation allowance, of which $5.2 million related to continuing losses certain jurisdictions within the AMER and EMEA regions. During fiscal 2013, the Company performed an analysis of all available evidence, both positive and negative, regarding the need for a valuation allowance against its U.K. deferred tax assets, consistent with the provisions of ASC 740. Accordingly, the Company established an additional $1.8 million valuation allowance against the U.K. deferred tax assets. During fiscal 2013 the Company also identified and recorded several out-of-period tax errors that reduced tax expense by $3.2 million. The Company believes these out-of-period tax errors were not material to the fiscal 2013, or previously issued, financial statements.

In fiscal 2012, the Company recorded a valuation allowance of $24.1 million, of which $1.3 million related to continuing losses in certain jurisdictions within the EMEA region. During the preparation of the fiscal 2012 consolidated financial statements, the Company performed an analysis of all available evidence, both positive and negative, regarding the need for a valuation allowance against its U.S. deferred tax assets, consistent with the provisions of ASC 740. Accordingly, the Company established an additional $22.8 million valuation allowance against its U.S. deferred tax assets.

The Company has been granted a tax holiday for a foreign subsidiary operating in the APAC region. This tax holiday will expire in fiscal 2024 and is subject to certain conditions with which the Company expects to comply. The Company benefited from a second tax holiday within the APAC region until December 31, 2013, when it expired under the terms of the Company's agreement with the local taxing authority. The expiration of this holiday did not have a material impact on the Company’s effective tax rate or results of operations. In fiscal 2014, 2013, and 2012, these holidays resulted in tax reductions of approximately $24.1 million ($0.71 per basic share), $22.7 million ($0.66 per basic share), and $17.5 million ($0.50 per basic share), respectively.

We currently expect the annual effective tax rate for fiscal 2015 to be approximately 8.0 to 10.0 percent.

Net Income. Net income, both including and excluding the annual valuation allowance and out-of-period tax adjustments, for fiscal 2014, 2013 and 2012 was as follows (dollars in millions):

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	2014		2013			2012
Net income, as reported	$	87.2	$	82.3		$	62.1
Valuation allowance	7.9		7.0			24.1
Out-of-period tax adjustments	—		(3.2		)	—
Net income, as adjusted*	$	95.1	$	86.1		$	86.2

*The Company believes that the non-GAAP presentation of net income excluding valuation allowances and out-of-period tax adjustments provides a more meaningful comparison of reporting periods.

Net income for fiscal 2014 increased $5.0 million, or 6.0 percent, to $87.2 million from fiscal 2013. Net income increased primarily as a result of increased gross profit and lower S&A expenses, partially offset by increased restructuring and impairment charges and increased income tax expense, as discussed previously.

Net income for fiscal 2013 increased $20.2 million, or 32.5 percent, to $82.3 million from fiscal 2012. This increase was primarily as a result of the net $17.1 million year-over-year valuation allowance adjustment. Excluding the valuation allowance and fourth quarter fiscal 2013 tax out-of-period adjustments, fiscal 2013 net income decreased by $0.1 million, or 0.1 percent, from fiscal 2012 to $86.1 million.

Diluted earnings per share. Diluted earnings per share increased to $2.52, or 6.8 percent, for fiscal 2014 from $2.36 for fiscal 2013 primarily as a result of increased net income. Further improvement was due to the positive impact of fewer outstanding shares in 2014 due to our common stock repurchase program. These improvements were offset by restructuring and impairment costs. See Note 14, "Shareholders' Equity" in Notes to the Consolidated Financial Statements for information regarding the Company's stock repurchase programs. See Note 15, "Restructuring and Impairment Costs," in Notes to the Consolidated Financial Statements for information regarding restructuring and impairment costs.

Diluted earnings per share increased to $2.36, or 34.9 percent, for fiscal 2013 from $1.75 for fiscal 2012 primarily as a result of the impact of the valuation allowances and fiscal 2013 out-of-period tax adjustments discussed above. Excluding the impact of the valuation allowances and out-of-period tax adjustments, diluted earnings per share increased by $0.04 in fiscal 2013 as compared to fiscal 2012. The increase in diluted earnings per share, as adjusted was primarily due to the positive impact of fewer outstanding shares in 2013 due to the stock repurchase program.

Return on Invested Capital (“ROIC”). We use a 5-5 financial model which is aligned with our business strategy, and includes a ROIC goal of 500 basis points over our weighted average cost of capital (“WACC”), which we refer to as economic return and a 5.0 percent operating margin target. Our primary focus is on our economic return goal of 5.0 percent, which is designed to create shareholder value and generate enough cash to self-fund our targeted organic revenue growth rate of 12.0 percent.

We review our internal calculation of WACC annually. Our WACC was 11.0 percent, 12.0 percent, and 12.5 percent for fiscal 2014, 2013, and 2012, respectively. For fiscal 2015, our estimated WACC is 11.0 percent. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. ROIC was 15.2 percent, 14.0 percent, and 15.5 percent (excluding a $20.6 million net deferred tax asset reduction) for fiscal 2014 , 2013 and 2012 , respectively. The increase in ROIC in fiscal 2014 from fiscal 2013 was due to higher operating income, partially offset by the effect of an increase in average invested capital as a result of capital expenditures for facility expansions. See the table below for our calculation of ROIC (dollars in millions):



	2014			2013			2012
Operating income (tax effected)	$	101.8		$	89.9		$	96.9
Average invested capital	669.7			642.1			623.0
After-tax ROIC	15.2		%	14.0		%	15.5		%
WACC	11.0		%	12.0		%	12.5		%
Economic return	4.2		%	2.0		%	3.0		%

We define ROIC as tax-effected operating income before restructuring and impairment charges divided by average invested capital over a rolling five-quarter period for the fiscal year. Invested capital is defined as equity plus debt, 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 (“GAAP”).

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Non-GAAP financial measures, including ROIC, are used for internal management assessments because such measures provide additional insight into ongoing financial performance. In particular, we provide ROIC because we believe it offers insight into the metrics that are driving management decisions because we view ROIC as an important measure in evaluating the efficiency and effectiveness of our long-term capital requirements. We also use a derivative measure of ROIC as a performance criteria in determining certain elements of compensation.

For a reconciliation of ROIC to our financial statements that were prepared using GAAP, see exhibit 99.1 to this annual report on Form 10-K, which exhibit is incorporated herein by reference.

REPORTABLE SEGMENTS

A further discussion of our fiscal 2014 , 2013 and 2012 financial performance by reportable segment is presented below (in millions):



	2014			2013			2012
Net sales:
AMER	$	1,238.2		$	1,062.8		$	1,255.9
APAC	1,132.5			1,146.3			1,110.4
EMEA	115.9			122.5			95.4
Elimination of inter-segment sales	(108.4		)	(103.6		)	(155.0		)
	$	2,378.2		$	2,228.0		$	2,306.7
Operating income (loss):
AMER	$	74.9		$	70.9		$	91.1
APAC	135.5			116.3			101.9
EMEA	(11.9		)	(3.1		)	(2.3		)
Corporate and other costs	(97.9		)	(87.5		)	(86.5		)
	$	100.6		$	96.6		$	104.2

Americas. Net sales for fiscal 2014 in the AMER segment increased $175.4 million, or 16.5 percent, as compared to fiscal 2013, primarily due to increased net sales of $154.8 million to a key networking/communications customer resulting from a new product ramp. Increased end-market demand and new product ramps on several of our larger customers across all four sectors drove further increased sales for fiscal 2014. Partially offsetting these increases was a $115.8 million decrease in net sales from the disengagement of Juniper. Operating income for fiscal 2014 increased $4.0 million from fiscal 2013 due primarily to the increase in net sales. Excluding the impact of restructuring and impairment charges, operating income for fiscal 2014 increased $15.3 million from fiscal 2013.

Net sales for fiscal 2013 in the AMER segment decreased $193.1 million, or 15.4 percent, from fiscal 2012, due primarily to $113.6 million of decreased sales resulting from lower end-market demand from a significant industrial/commercial sector customer as well as a $71.1 million decrease in net sales due to a drop in demand from Juniper related to its disengagement and lower end-market demand for the products we formerly produced for Juniper. Operating income for fiscal 2013 decreased $20.2 million from fiscal 2012 due primarily to the decrease in net sales.

Asia-Pacific. Net sales for fiscal 2014 in the APAC segment decreased $13.8 million, or 1.2 percent, as compared to fiscal 2013, primarily due to a $166.8 million decrease in net sales resulting from the disengagement of Juniper. Partially offsetting this decrease was an increase in net sales of $82.9 million to one of our larger networking/communications customers as a result of new product ramps and an increase in net sales of $61.8 million to two of our larger healthcare/life sciences customers. Operating income increased $19.2 million in fiscal 2014 as compared to fiscal 2013, primarily as a result of favorable changes in customer mix and supply chain productivity.

Net sales for fiscal 2013 in the APAC segment increased $35.9 million, or 3.2 percent, from fiscal 2012. The increase in net sales was primarily experienced in the healthcare/life sciences sector as a result of new program wins which more than offset the $14.2 million decrease in sales to Juniper as a result of its disengagement. Operating income increased $14.4 million in fiscal 2013 as compared to fiscal 2012, primarily as a result of the increase in net sales and favorable changes in customer mix combined with higher costs incurred in fiscal 2012 related to facility expansion and the Kontron arrangement.

Europe, Middle East and Africa. Net sales for fiscal 2014 in the EMEA segment decreased $6.6 million, or 5.4 percent, as compared to fiscal 2013, due primarily to the disengagement of two customers. Operating loss increased $8.8 million in the

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current year as compared to the prior year due to increased fixed manufacturing expenses in both Oradea, Romania and the U.K., resulting from increased depreciation and personnel expenses associated with facility investments.

Net sales for fiscal 2013 in the EMEA segment increased $27.1 million, or 28.4 percent, from fiscal 2012. The increase in net sales was driven primarily by approximately $22.0 million from the ramp of new customers in each of our market sectors, partially offset by decreased net sales of $8.5 million due to the disengagement of an industrial/commercial customer. Operating loss increased in fiscal 2013 as compared to fiscal 2012 due to an increase in fixed costs associated with the new facility in Oradea, Romania and the ramping of new customers in the U.K. An increase in labor and parts costs in the fourth quarter of fiscal 2013 also contributed to the increased operating loss.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $346.6 million as of September 27, 2014 as compared to $341.9 million as of September 28, 2013 . Cash generated from operations and stock option exercises in fiscal 2014 was substantially offset by cash used for capital expenditures primarily related to facility investments, purchases of common stock as part of our stock repurchase program, and capital lease payments.

As of September 27, 2014 , 90.9 percent of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Certain foreign countries impose taxes and overall penalties on transfers of cash; however, our intent is to permanently reinvest funds held in these countries. If this cash were remitted to the U.S., additional tax obligations may result that would reduce the amount of cash ultimately available to us in the U.S. Currently, we believe that cash held in the U.S., together with cash available under U.S. credit facilities and cash provided by operating activities, will be sufficient to meet our U.S. liquidity needs for the next twelve months and for the foreseeable future.

Cash Flows. The following table provides a summary of cash flows for fiscal 2014 , 2013 and 2012 , excluding the effect of exchange rates on cash and cash equivalents (in millions):



	2014			2013			2012
Cash provided by operating activities	$	88.4		$	207.6		$	157.5
Cash used in investing activities	$	(62.6	)	$	(107.2	)	$	(92.2	)
Cash used in financing activities	$	(21.0	)	$	(57.4	)	$	(10.8	)

Operating Activities. Cash flows provided by operating activities were $88.4 million for fiscal 2014 , as compared to cash flows provided by operating activities of $207.6 million for fiscal 2013 . The decrease was primarily attributable to the increase in net sales, which resulted in higher inventory and accounts receivable balances at the end of fiscal 2014. Additionally, increases in forecasted net sales for the first quarter of fiscal 2015 relative to the first quarter of fiscal 2014 also resulted in higher inventory and accounts payable balances at the end of fiscal 2014.

Cash flows provided by operating activities were $207.6 million for fiscal 2013 , as compared to cash flows provided by operating activities of $157.5 million for fiscal 2012 . Cash flows provided by operating activities increased due to overall improved working capital management.

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



	Three months ended
	September 27, 2014	September 28, 2013	September 29, 2012
Days in accounts receivable	44	49	49
Days in inventory	80	72	78
Days in accounts payable	60	56	58
Days in cash deposits	8	12	6
Annualized cash cycle	56	53	63

We calculate days in accounts receivable as accounts receivable 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 and days in inventory, less days in accounts payable and days in cash deposits.

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Days in accounts receivable for the three months ended September 27, 2014 decreased five days compared to the three months ended September 28, 2013. The decrease is primarily attributable to new product ramps related to a key customer with shorter payment terms than our other customers.

Days in inventory for the three months ended September 27, 2014 increased eight days compared to the three months ended September 28, 2013. The increase is primarily attributable to the timing of inventory build-up to support forecasted net sales.

Days in accounts payable for the three months ended September 27, 2014 increased four days compared to the three months ended September 28, 2013. The improvement was primarily attributable to increased purchases from suppliers with more favorable terms to support increases in net sales.

Days in cash deposits for the three months ended September 27, 2014 decreased four days compared to the three months ended September 28, 2013. The decrease was primarily attributable to the return of approximately $11.0 million of excess deposit funds to Juniper in the first quarter of fiscal 2014.

As of September 27, 2014 cash cycle days increased three days compared to September 28, 2013 due to the factors discussed above.

Free Cash Flow. Free cash flow (“FCF”), which we define as cash flow provided by (used in) operations less capital expenditures, was $23.1 million for fiscal 2014, as compared to $99.5 million for fiscal 2013. The decrease of $76.4 million from fiscal 2013 was primarily attributable to the decrease in cash provided by operating activities, partially offset by a reduction in capital expenditures, which is discussed below.

Non-GAAP financial measures, including FCF, are used for internal management assessments because such measures provide additional insight 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 allows us to pursue opportunities that enhance shareholder value. FCF is a non-GAAP financial measure which should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. GAAP.

The following table provides a reconciliation of FCF to our financial statements that were prepared using GAAP (in millions):



	2014			2013			2012
Cash provided by operating activities	$	88.4		$	207.6		$	157.5
Capital expenditures	(65.3		)	(108.1		)	(63.7		)
Free cash flow	$	23.1		$	99.5		$	93.8

Investing Activities. Cash flows used in investing activities were $62.6 million for fiscal 2014 as compared to cash flows used in investing activities of $107.2 million for fiscal 2013 . The reduction was due to decreases in capital expenditures, which were $65.3 million in fiscal 2014 compared to $108.1 million in fiscal 2013. This decrease was primarily attributable to a facility investment at one location (Guadalajara, Mexico) during fiscal 2014, relative to facility investments at three locations during fiscal 2013 (Xiamen, China; Oradea, Romania; and Neenah, Wisconsin).

Cash flows used in investing activities for fiscal 2013 increased to $107.2 million from $92.2 million in fiscal 2012 . Cash flows used in investing activities increased primarily due to the additional investments in footprint expansions, partially offset by payments for business acquisitions in the prior period, including the Kontron arrangement.

We utilized available cash and operating cash flows as the sources for funding our operating requirements during fiscal 2014 . We currently estimate capital expenditures for fiscal 2015 will be approximately $50.0 million.

Financing Activities. Cash flows used in financing activities were $21.0 million for fiscal 2014 , as compared to cash flows used in financing activities of $57.4 million for fiscal 2013 . The decrease was primarily attributable to lower common stock repurchase activity in fiscal 2014 relative to fiscal 2013, as well as term loan repayments in fiscal 2013. The decrease was further enhanced by the effect of higher stock option exercise activity in fiscal 2014 relative to fiscal 2013 due to more favorable market conditions during fiscal 2014.

Cash flows used in financing activities totaled $57.4 million for fiscal 2013, as compared to cash flows used in financing activities of $10.8 million for fiscal 2012. Cash flows used in financing activities for fiscal 2013 were comprised primarily of $49.9 million of purchases of common stock as part of our stock repurchase program as well as payments on debt and capital

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leases. Cash flows used in financing activities for fiscal 2012 were comprised primarily of payments on debt, partially offset by debt proceeds and proceeds from the exercise of stock options.

On August 13, 2014, the Board of Directors authorized a stock repurchase program under which the Company is authorized to repurchase up to $30.0 million of its common stock in fiscal 2015. The Company expects to complete this program on a relatively consistent basis during fiscal 2015.

On August 19, 2013, the Board of Directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $30.0 million of its common stock in fiscal 2014. During fiscal 2014, the Company repurchased 733,447 shares under this program for $30.0 million , at an average price of $40.90 per share. These shares were recorded as treasury stock.

On October 23, 2012, the Board of Directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $50.0 million of its common stock. During fiscal 2013, the Company repurchased 1,821,698 shares under this program for $49.9 million, at an average price of $27.37 per share. These shares were recorded as treasury stock.

On May 15, 2014, the Company entered into an amendment (the "Amendment") to its credit agreement, dated as of May 15, 2012 (as amended, the "Credit Agreement"), related to its five-year senior unsecured credit facility (the “Credit Facility”). As a result of the Amendment, the Credit Facility, which was formerly a $250.0 million facility consisting of a $160.0 million revolving credit facility and a $90.0 million term loan (balance of $75.0 million as of May 15, 2014), was converted into a $235.0 million revolving credit facility, and its termination date was extended from May 15, 2017 to May 15, 2019. The Credit Facility may potentially be increased by $100.0 million to $335.0 million generally by mutual agreement of the Company and the lenders, subject to certain customary conditions. Quarterly principal repayments on the former term loan of $3.8 million per quarter ended on March 28, 2013. As of September 27, 2014, the Company had $75.0 million of revolving borrowings outstanding under the Credit Facility. During fiscal 2014, the Company borrowed and repaid $281.0 million of revolving borrowings under the Credit Facility.

The financial covenants (as defined under the Credit Agreement) require that the Company maintain, as of each fiscal quarter end, a maximum total leverage ratio and a minimum interest coverage ratio. As of September 27, 2014, the Company was in compliance with all financial covenants of the Credit Agreement. Borrowings under the Credit Facility, at the Company's option, bear interest at a defined base rate or the LIBOR rate plus, in each case, an applicable margin based upon the Company's leverage ratio as defined in the Credit Agreement. Rates would increase upon negative changes in specified Company financial metrics and would decrease to no less than LIBOR plus 1.000% or base rate plus 0.000% upon reduction in the current total leverage ratio. As of September 27, 2014, the Company had a borrowing rate of LIBOR plus 1.125%. As of September 27, 2014, all outstanding debt under the Credit Facility is effectively at a fixed interest rate as a result of the interest rate swap contract discussed in Note 5, "Derivatives and Fair Value Measurements," in Notes to Consolidated Financial Statements. There is no floating rate debt outstanding under the Credit Facility as of September 27, 2014. The Company is required to pay an annual commitment fee on the unused revolver credit commitment based on the Company's leverage ratio; the fee was 0.175% as of September 27, 2014.

The Company also has outstanding 5.20% Senior Notes, due on June 15, 2018 (the "Notes"); $175.0 million principal of the Notes was outstanding as of both September 27, 2014 and September 28, 2013 .

The Credit Facility and Note Purchase Agreement allow for the future payment of cash dividends or the future repurchases of shares provided that no event of default (including any failure to comply with a financial covenant) exists at the time of, or would be caused by, the dividend payment or the share repurchases. We have not paid cash dividends in the past and do not currently anticipate paying them in the future. 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.

Based on current expectations, we believe that our projected cash flows from operations, available cash and cash equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements for the next twelve months and for the foreseeable future. If our future financing needs increase, we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our financial resources. However, particularly due to the current uncertainty of the credit and financial markets, we cannot be assured that we will be able to make any such arrangements on acceptable terms.

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CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OFF-BALANCE SHEET OBLIGATIONS

Our disclosures regarding contractual obligations and commercial commitments are located in various parts of our regulatory filings. Information in the following table provides a summary of our contractual obligations and commercial commitments as of September 27, 2014 (dollars in millions):



	Payments Due by Fiscal Year
Contractual Obligations	Total		2015		2016-2017		2018-2019		2020 and thereafter

Long-Term Debt Obligations (1,2)	$	289.2	$	10.3	$	20.4	$	258.5	$	—
Capital Lease Obligations	8.4		4.4		4.0		—		—
Operating Lease Obligations	18.8		7.6		7.3		2.4		1.5
Purchase Obligations (3)	515.5		512.4		2.9		—		0.2
Other Long-Term Liabilities on the Balance Sheet (4)	8.5		0.9		0.6		0.3		6.7
Other Long-Term Liabilities not on the Balance Sheet (5)	3.0		1.0		2.0		—		—
Other financing obligations (6)	$	15.7	$	1.4	$	2.9	$	3.1	$	8.3
Total Contractual Cash Obligations	$	859.1	$	538.0	$	40.1	$	264.3	$	16.7


1)	Includes amounts outstanding under the Credit Facility. As of September 27, 2014 , the outstanding balance was $75.0 million . The amounts listed above include interest; see Note 5 in Notes to Consolidated Financial Statements for further information.


2)	Includes $175.0 million in principal amount of Notes issued in fiscal 2011. The amounts listed above include interest; see Note 5 in Notes to Consolidated Financial Statements for further information.


3)	As of September 27, 2014 , purchase obligations consist of purchases of inventory and equipment in the ordinary course of business.

As of September 27, 2014 , other long-term obligations on the balance sheet included deferred compensation obligations to certain of our former and current executive officers, as well as other key employees, and an asset retirement obligation. We have excluded from the above table the impact of approximately $2.4 million , as of September 27, 2014 , related to unrecognized income tax benefits. The Company cannot make reliable estimates of the future cash flows by period related to this obligation.

As of September 27, 2014 , other long-term obligations not on the balance sheet consisted of a commitment for salary continuation and certain benefits in the event employment of one executive officer of the Company is terminated without cause. Excluded from the amounts disclosed are certain bonus and incentive compensation amounts, which would be paid on a prorated basis in the year of termination.


6)	Includes future minimum payments under the base lease agreement in Guadalajara, Mexico. Excludes $20.3 million of future minimum payments under renewal options from 2025 through 2034. See Note 4 in Notes to Consolidated Financial Statements for further information.

DISCLOSURE ABOUT CRITICAL ACCOUNTING ESTIMATES

Our accounting policies are disclosed in Note 1 of Notes to the Consolidated Financial Statements. During fiscal 2014 , there were no material changes to these policies. Our more critical accounting estimates are described below:

Revenue – Net sales from manufacturing services are recognized when the product has been shipped, the risk of ownership has transferred to the customer, the price to the buyer is fixed or determinable, and recoverability is reasonably assured. This point depends on contractual terms and generally occurs upon shipment of the goods from Plexus. Generally, there are no formal customer acceptance requirements or further obligations related to manufacturing services; if such requirements or obligations exist, then a sale is recognized at the time when such requirements are completed and such obligations fulfilled.

Net sales from engineering design and development services, which are generally performed under contracts with durations of twelve months or less, are typically recognized as costs are incurred utilizing the proportional performance model. The completed performance model is used if certain customer acceptance criteria exist. Any losses are recognized when anticipated.

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Sales are recorded net of estimated returns of manufactured product based on management’s analysis of historical rates of returns, current economic trends and changes in customer demand. Net sales also include amounts billed to customers for shipping and handling, if applicable. The corresponding shipping and handling costs are included in cost of sales.

Income Taxes - The Company accounts for income taxes in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company does not currently provide for additional U.S. and foreign income taxes which would become payable upon repatriation of undistributed earnings of certain foreign subsidiaries. The Company maintains valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is required, the Company takes into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.

Stock-Based Compensation – The Financial Accounting Standard Board (“FASB”) requires all share-based payments to employees, including grants of employee stock options, to be measured at fair value and expensed in the consolidated statements of comprehensive income over the service period (generally the vesting period) of the grant. We used the modified prospective application, under which compensation expense is only recognized in the consolidated statements of comprehensive income beginning with the first period that we adopted the FASB regulation and continuing to be expensed thereafter. We use the Black-Scholes valuation model to value stock options and the Monte Carlo valuation model to value performance stock units. See Note 10, "Benefit Plans" in Notes to Consolidated Financial Statements for further information.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1, "Description of Business and Significant Accounting Policies," in Notes to Consolidated Financial Statements regarding recent accounting pronouncements.



ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in foreign exchange and interest rates. We selectively use financial instruments to reduce such risks.

Foreign Currency Risk

We do not use derivative financial instruments for speculative purposes. Our policy is to selectively hedge our foreign currency denominated transactions in a manner that partially offsets the effects of changes in foreign currency exchange rates. We typically use foreign currency contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. Corresponding gains and losses on the underlying transaction generally offset the gains and losses on these foreign currency hedges. Our international operations create potential foreign exchange risk.

Our percentages of transactions denominated in currencies other than the U.S. dollar for fiscal 2014 , 2013 and 2012 were as follows:



	2014	2013	2012
Net Sales	7%	7%	5%
Total Costs	13%	11%	14%

The Company has evaluated the potential foreign currency exchange rate risk on transactions denominated in currencies other than the U.S. dollar for the periods presented above. Based on the Company’s overall currency exposure, as of September 27, 2014 , a 10.0 percent change in the value of the U.S. dollar relative to our other transactional currencies would not have a material effect on the Company’s financial position, results of operations, or cash flows.

Interest Rate Risk

We have financial instruments, including cash equivalents, which are sensitive to changes in interest rates. We consider the use of interest rate swaps based on existing market conditions and have entered into interest rate swaps for our Credit Facility. For

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more information, refer to Note 6, "Derivatives and Fair Value Measurements," in Notes to Consolidated Financial Statements. Interest rate swap agreements are subject to the further risk that the counterparties to these agreements may fail to comply with their obligations thereunder.

The primary objective of our investment activities is to preserve principal, while maximizing yields without significantly increasing market risk. To achieve this, we maintain our portfolio of cash equivalents in a variety of highly rated securities, money market funds and certificates of deposit, and limit the amount of principal exposure to any one issuer.

As of September 27, 2014 , our only material interest rate risk is associated with our Credit Facility. Through the use of interest rate swaps, as described above, we fixed the basis on which we pay interest, and the borrowings under the Note Purchase Agreement are based on a fixed interest rate, thus eliminating much of our interest rate risk.



ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PLEXUS CORP.

List of Financial Statements and Financial Statement Schedule

September 27, 2014




Contents	Pages

Report of Independent Registered Public Accounting Firm	37

Consolidated Financial Statements:

Consolidated Statements of Comprehensive Income for the fiscal years ended September 2 7, 2014, September 28, 2013 and September 29, 2012	38

Consolidated Balance Sheets as of September 2 7, 2014 and September 28, 2013	39

Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 2 7, 2014, September 28, 2013 and September 29, 2012	40

Consolidated Statements of Cash Flows for the fiscal years ended September 2 7, 2014, September 28, 2013 and September 29, 2012	41

Notes to Consolidated Financial Statements	42

Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts for the fiscal years ended September 2 7, 2014, September 28, 2013 and September 29, 2012	70

NOTE: All other financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.

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Report of Independent Registered Public Accounting Firm

To the Shareholders

and Board of Directors

of Plexus Corp.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Plexus Corp. and its subsidiaries at September 27, 2014 and September 28, 2013, and the results of their operations and their cash flows for each of the three years in the period ended September 27, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Milwaukee, WI

November 17, 2014

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PLEXUS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

for the fiscal years ended September 27, 2014 , September 28, 2013 and September 29, 2012

(in thousands, except per share data)



	2014			2013			2012
Net sales	$	2,378,249		$	2,228,031		$	2,306,732
Cost of sales	2,152,680			2,014,846			2,086,819
Gross profit	225,569			213,185			219,913
Selling and administrative expenses	113,682			116,562			115,754
Restructuring and impairment charges	11,280			—			—
Operating income	100,607			96,623			104,159
Other income (expense):
Interest expense	(12,295		)	(12,638		)	(16,064		)
Interest income	2,934			1,640			1,761
Miscellaneous	2,079			(642		)	1,375
Income before income taxes	93,325			84,983			91,231
Income tax expense	6,112			2,724			29,142
Net income	$	87,213		$	82,259		$	62,089
Earnings per share:
Basic	$	2.58		$	2.40		$	1.78
Diluted	$	2.52		$	2.36		$	1.75
Weighted average shares outstanding:
Basic	33,785			34,330			34,874
Diluted	34,655			34,892			35,529
Comprehensive income:
Net income	$	87,213		$	82,259		$	62,089
Other comprehensive income:
Derivative instrument fair value adjustment - net of
income tax	1,565			(2,701		)	6,821
Foreign currency translation adjustments	(3,220		)	6,754			1,234
Other comprehensive (loss) income	(1,655		)	4,053			8,055
Total comprehensive income	$	85,558		$	86,312		$	70,144

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

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PLEXUS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

as of September 27, 2014 and September 28, 2013

(in thousands, except per share data)



	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	346,591		$	341,865
Accounts receivable, net of allowances of $1,188 and $1,008, respectively	324,072			305,350
Inventories	525,970			404,020
Deferred income tax	6,449			3,917
Prepaid expenses and other	27,757			23,870

Total current assets	1,230,839			1,079,022

Property, plant and equipment, net	334,926			325,061
Deferred income tax	3,675			2,510
Other	39,586			41,091

Total assets	$	1,609,026		$	1,447,684

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	4,368		$	3,574
Accounts payable	396,363			313,404
Customer deposits	56,155			69,295
Deferred income tax	647			—
Accrued liabilities:
Salaries and wages	52,043			42,553
Other	37,739			42,550

Total current liabilities	547,315			471,376

Long-term debt and capital lease obligations, net of current portion	262,046			257,773
Deferred income tax	5,191			2,128
Other liabilities	13,341			17,106

Total non-current liabilities	280,578			277,007

Shareholders’ equity:
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or outstanding	—			—
Common stock, $.01 par value, 200,000 shares authorized, 49,962 and 49,176 shares issued, respectively, and 33,653 and 33,600 shares outstanding, respectively	500			492
Additional paid-in capital	475,634			449,368
Common stock held in treasury, at cost, 16,309 and 15,576 shares, respectively	(479,968		)	(449,968		)
Retained earnings	766,385			679,172
Accumulated other comprehensive income	18,582			20,237
Total shareholders’ equity	781,133			699,301

Total liabilities and shareholders’ equity	$	1,609,026		$	1,447,684

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

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PLEXUS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the fiscal years ended September 27, 2014 , September 28, 2013 and September 29, 2012

(in thousands)



	Common Stock											Accumulated Other
	Shares		Amount		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Comprehensive Income			Total
Balances, October 1, 2011	34,544		$	483	$	415,556	$	(400,110	)	$	534,824	$	8,129		$	558,882
Net income	—		—		—		—			62,089		—			62,089
Other comprehensive income	—		—		—		—			—		8,055			8,055
Treasury shares purchased	—		—		—		—			—		—			—
Stock-based compensation expense	—		—		12,535		—			—		—			12,535
Exercise of stock options, including tax benefits	553		6		7,455		—			—		—			7,461
Balances, September 29, 2012	35,097		489		435,546		(400,110		)	596,913		16,184			649,022
Net income	—		—		—		—			82,259		—			82,259
Other comprehensive income	—		—		—		—			—		4,053			4,053
Treasury shares purchased	(1,822	)	—		—		(49,858		)	—		—			(49,858		)
Stock-based compensation expense	—		—		11,782		—			—		—			11,782
Exercise of stock options, including tax benefits	325		3		2,040		—			—		—			2,043
Balances, September 28, 2013	33,600		492		449,368		(449,968		)	679,172		20,237			699,301
Net income	—		—		—		—			87,213		—			87,213
Other comprehensive loss	—		—		—		—			—		(1,655		)	(1,655		)
Treasury shares purchased	(733	)	—		—		(30,000		)	—		—			(30,000		)
Stock-based compensation expense	—		—		12,970		—			—		—			12,970
Exercise of stock options, including tax benefits	786		8		13,296		—			—		—			13,304
Balances, September 27, 2014	33,653		$	500	$	475,634	$	(479,968	)	$	766,385	$	18,582		$	781,133

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

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PLEXUS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the fiscal years ended September 27, 2014 , September 28, 2013 and September 29, 2012

(in thousands)



	2014			2013			2012
Cash flows from operating activities
Net income	$	87,213		$	82,259		$	62,089
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	47,261			47,410			47,918
Amortization of intangibles	603			2,066			1,296
Loss (gain) on sale of property, plant and equipment	183			104			(1,353		)
Asset impairment charges	3,160			—			—
Deferred income tax net (benefit) expense	(1,653		)	(1,773		)	23,758
Stock-based compensation expense	12,970			11,782			12,535
Changes in operating assets and liabilities, excluding effects of acquisitions:
Accounts receivable	(19,426		)	19,657			(38,577		)
Inventories	(122,611		)	55,193			24,105
Other current and noncurrent assets	(1,408		)	(8,888		)	(9,784		)
Accounts payable	90,320			(28,490		)	34,314
Customer deposits	(13,130		)	32,712			5,485
Other current and noncurrent liabilities	4,950			(4,385		)	(4,283		)
Cash flows provided by operating activities	88,432			207,647			157,503
Cash flows from investing activities
Payments for property, plant and equipment	(65,284		)	(108,122		)	(63,697		)
Proceeds from sales of property, plant and equipment	2,717			873			3,670
Sale of long-term investments	—			—			2,000
Payments for business acquisition, net of cash acquired	—			—			(34,155		)
Cash flows used in investing activities	(62,567		)	(107,249		)	(92,182		)
Cash flows from financing activities
Proceeds from debt issuance, net of deferred finance costs	281,000			30,000			89,082
Payments on debt and capital lease obligations	(285,263		)	(41,018		)	(107,354		)
Repurchases of common stock	(30,000		)	(49,858		)	—
Proceeds from exercise of stock options	14,869			3,778			6,820
Minimum tax withholding related to vesting of restricted stock	(1,565		)	(350		)	(1,373		)
Income tax benefit of stock option exercises	—			—			2,014
Cash flows used in financing activities	(20,959		)	(57,448		)	(10,811		)
Effect of exchange rate changes on cash and cash equivalents	(180		)	1,296			1,002
Net increase in cash and cash equivalents	4,726			44,246			55,512
Cash and cash equivalents:
Beginning of period	341,865			297,619			242,107
End of period	$	346,591		$	341,865		$	297,619

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

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Plexus Corp.

Notes to Consolidated Financial Statements

1. Description of Business and Significant Accounting Policies

Description of Business: Plexus Corp. and its subsidiaries (together “Plexus” or the “Company,”) participate in the Electronic Manufacturing Services (“EMS”) industry. Plexus delivers optimized solutions to our customers through the Company's unique Product Realization Value Stream. Our customer-focused solutions model seamlessly integrates innovative product conceptualization, design, commercialization, manufacturing, fulfillment and sustaining solutions. Plexus delivers comprehensive end-to-end solutions for customers in the Americas (“AMER”), Europe, Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”) regions.

Plexus provides award-winning customer service to more than 140 branded product companies in the Networking/Communications, Healthcare/Life Sciences, Industrial/Commercial and Defense/Security/Aerospace market sectors. The Company's customers have stringent quality, reliability and regulatory requirements, requiring exceptional production and supply chain agility. Their products require complex configuration management, direct order fulfillment (to end customers) and global logistics management and aftermarket services. To service the complexities that the Company's customers' products demand, Plexus utilizes its Product Realization Value Stream, addressing its customers' products from concept to end of life.

Consolidation Principles and Basis of Presentation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of Plexus Corp. and its subsidiaries. All intercompany transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to September 30. The Company also 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. The accounting years for fiscal 2014 , 2013 and 2012 each included 364 days.

The Company’s reportable segments consist of the AMER, APAC and EMEA segments. Refer to Note 12, "Reportable Segments, Geographic Information and Major Customers," for further details on reportable segments.

Cash and Cash Equivalents: Cash equivalents are highly liquid investments purchased with an original maturity of less than three months and are classified as Level 1 in the fair level hierarchy described below. As of September 27, 2014 and September 28, 2013 , cash and cash equivalents were the following (in thousands):



	2014		2013
Cash	$	150,512	$	157,988
Money market funds and other	196,079		183,877
	$	346,591	$	341,865

Inventories: Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method. Valuing inventories at the lower of cost or market requires the use of estimates and judgment. Customers may cancel their orders, change production quantities or delay production for a number of reasons that are beyond the Company’s control. Any of these, or certain additional actions, could impact the valuation of inventory. Any actions taken by the Company’s customers that could impact the value of its inventory are considered when determining the lower of cost or market valuations.

Per contractual terms, customer deposits are received by the Company to offset obsolete and excess inventory risks.

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Plexus Corp.

Notes to Consolidated Financial Statements

Property, Plant and Equipment and Depreciation: These assets are stated at cost. Depreciation, determined on the straight-line method, is based on lives assigned to the major classes of depreciable assets as follows:



Buildings and improvements		15-50 years
Machinery and equipment		3-10 years
Computer hardware and software		3-10 years

Certain facilities and equipment held under capital leases are classified as property, plant and equipment and amortized using the straight-line method over the lease terms and the related obligations are recorded as liabilities. Lease amortization is included in depreciation expense (see Note 4, "Property, Plant and Equipment") and the financing component of the lease payments is classified as interest expense.

For the capitalization of software costs, the Company capitalizes significant costs incurred in the acquisition or development of software for internal use. This includes costs of both the software and the consultants, as well as payroll and payroll-related costs for employees directly involved in developing internal use computer software once the final selection of the software is made. Costs incurred prior to the final selection of software and costs not qualifying for capitalization are expensed as incurred.

Expenditures for maintenance and repairs are expensed as incurred.

Impairment of Long-Lived Assets: Long-lived assets, including property, plant and equipment and intangible assets with finite lives are reviewed for impairment and written down to fair value when facts and circumstances indicate that the carrying value of long-lived assets or asset groups may not be recoverable through estimated future undiscounted cash flows. If an impairment has occurred, a write-down to estimated fair value is made and the impairment loss is recognized as a charge against current operations. The impairment analysis is based on management’s assumptions, including future revenue and cash flow projections. Circumstances that may lead to impairment of property, plant and equipment and intangible assets with finite lives include reduced expectations for future performance or industry demand and possible further restructurings, among others.

Revenue Recognition: Net sales from manufacturing services are recognized when the product has been shipped, the risk of ownership has transferred to the customer, the price to the buyer is fixed or determinable, and recoverability is reasonably assured. This point depends on contractual terms and generally occurs upon shipment of the goods from Plexus. Generally, there are no formal customer acceptance requirements or further obligations related to manufacturing services; if such requirements or obligations exist, then a sale is recognized at the time when such requirements are completed and such obligations are fulfilled.

Net sales from engineering design and development services, which are generally performed under contracts with a duration of twelve months or less, are typically recognized as program costs are incurred utilizing the proportional performance model. The completed performance model is used if certain customer acceptance criteria exist. Any losses are recognized when anticipated. Net sales from engineering design and development services were less than 5.0 percent of consolidated net sales for each of fiscal 2014 , 2013 and 2012 .

Sales are recorded net of estimated returns of manufactured products based on management’s analysis of historical returns, current economic trends and changes in customer demand. Net sales also include amounts billed to customers for shipping and handling. The corresponding shipping and handling costs are included in cost of sales.

Income Taxes: The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes” ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company does not currently provide for additional U.S. and foreign income taxes that would become payable upon the repatriation of undistributed earnings of certain foreign subsidiaries. The Company maintains valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is required, the Company takes into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

Foreign Currency Translation: The Company translates assets and liabilities of subsidiaries operating outside of the U.S. with a functional currency other than the U.S. dollar into U.S. dollars using exchange rates in effect at year-end. The Company translates net sales, expenses and cash flows at the average monthly exchange rates during the respective periods. Adjustments resulting from translation of the financial statements are recorded as a component of “Accumulated other comprehensive

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Plexus Corp.

Notes to Consolidated Financial Statements

income”. Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved and remeasurement adjustments for foreign operations where the U.S. dollar is the functional currency are included in our Consolidated Statements of Comprehensive Income as a component of miscellaneous income (expense). Exchange (losses) gains on foreign currency transactions were $(0.1) million , $(1.2) million , and $0.2 million for fiscal 2014 , 2013 and 2012 , respectively.

Derivatives: All derivatives are recognized on the balance sheet at fair value. The Company periodically enters into forward currency exchange contracts and interest rate swaps. On the date a derivative contract is entered into, the Company designates the derivative as a hedge of a recognized asset or liability (a “fair value” hedge), a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (a “cash flow” hedge), or a hedge of the net investment in a foreign operation. The Company does not enter into derivatives for speculative purposes. Changes in the fair value of a derivative that qualifies as a fair value hedge are recorded in earnings as are the gains or losses related to the hedged asset or liability. Changes in the fair value of a derivative that qualifies as a cash flow hedge are recorded in “Accumulated other comprehensive income” within shareholders’ equity, until earnings are affected by the variability of cash flows. Changes in the fair value of a derivative used to hedge the net investment in a foreign operation are recorded in “Accumulated other comprehensive income” within shareholders’ equity. The Company's interest rate swaps and certain forward currency exchange contracts are treated as cash flow hedges and, therefore, $1.6 million , $(2.7) million and $6.8 million were recorded in “Accumulated other comprehensive income” for fiscal 2014 , 2013 and 2012 , respectively.

Grants from Government Authorities: Grants from governments are recognized at their fair value where there is reasonable assurance that the grant funds will be received and the Company will comply with all attached conditions to the grant.

Government grants relating to property, plant and equipment are recorded as an offset to the carrying value of the related assets at the time of capitalization. Government grants relating to other costs incurred are recognized as an offset to those related costs, for which the grants are intended to compensate for, at the time they are recognized.

Earnings Per Share: The computation of basic earnings per common share is based upon the weighted average number of common shares outstanding and net income. The computation of diluted earnings per common share reflects additional dilution from stock options and restricted stock, excluding any with an antidilutive effect.

Stock-based Compensation: The Company measures all share-based payments to employees, including grants of employee stock options, at fair value and expenses them in the Consolidated Statements of Comprehensive Income over the service period (generally the vesting period) of the grant.

Comprehensive Income: The Company follows the established standards for reporting comprehensive income, which is defined as the changes in equity of an enterprise except those resulting from shareholder transactions.

Accumulated other comprehensive income consists of the following as of September 27, 2014 and September 28, 2013 (in thousands):



	2014		2013
Foreign currency translation adjustments	$	16,228	$	19,448
Cumulative change in fair value of derivative instruments, net of tax	2,354		789
Accumulated other comprehensive income	$	18,582	$	20,237

Refer to Note 6, "Derivatives and Fair Value Measurements" for further explanation regarding the change in fair value of derivative instruments, net of tax adjustment that is recorded to “Accumulated other comprehensive income”.

Conditional Asset Retirement Obligations: The Company recognizes a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. The liability is adjusted for any additions or deletions of related property, plant and equipment.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value of Financial Instruments: The Company holds financial instruments consisting of cash and cash equivalents, accounts receivable, certain deferred compensation assets held under a rabbi trust arrangement, accounts payable, debt, and derivatives. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and capital lease obligations as reported in the consolidated financial statements approximate fair value. Derivatives and certain deferred

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Plexus Corp.

Notes to Consolidated Financial Statements

compensation assets held under rabbi trust arrangements are recorded at fair value. Accounts receivable are reflected at net realizable value based on anticipated losses due to potentially uncollectible balances. Anticipated losses are based on management’s analysis of historical losses and changes in customers’ credit status. The fair value of the Company’s long-term debt was $247.5 million and $246.8 million as of September 27, 2014 and September 28, 2013 , respectively. The Company uses quoted market prices when available or discounted cash flows to calculate fair value. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy described below. The fair values of the Company’s derivatives are disclosed in Note 6, "Derivatives and Fair Value Measurements." The fair values of the deferred compensation assets held under a rabbi trust arrangement are discussed in Note 10, "Benefit Plans."

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 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.

Business and Credit Concentrations: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, trade accounts receivable and derivative instruments, specifically related to counterparties. In accordance with the Company’s investment policy, the Company’s cash, cash equivalents and derivative instruments were placed with recognized financial institutions. The Company’s investment policy limits the amount of credit exposure in any one issue and the maturity date of the investment securities that typically comprise investment grade short-term debt instruments. Concentrations of credit risk in accounts receivable resulting from sales to major customers are discussed in Note 12, "Reportable Segments, Geographic Information and Major Customers." The Company, at times, requires advanced cash deposits for services performed. The Company also closely monitors extensions of credit.

New Accounting Pronouncements: In August 2014, the Financial Accounting Standards Board ("FASB") issued guidance regarding uncertainties about an entity’s ability to continue as a going concern. The guidance requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year of the date of financial statement issuance. Management’s assessment will be required for interim and annual periods. This guidance is effective for financial statements issued for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company is in the process of determining the date of adoption for this guidance. However, the Company does not expect adoption of this guidance to have a material impact on its disclosures.

In May 2014, the FASB issued amended guidance for revenue recognition. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. This may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. Companies have the option of using either a full or modified retrospective approach in applying this standard. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.

In April 2014, the FASB issued final guidance that changes the criteria for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The revised guidance defines a discontinued operation as (1) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity's operations and financial results or (2) an acquired business or nonprofit activity that is classified as held for sale on the date of acquisition. The guidance does not change the presentation

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Plexus Corp.

Notes to Consolidated Financial Statements

requirements for discontinued operations in the statement where net income is presented but does require the reclassification of assets and liabilities of a discontinued operation in the statement of financial position for all prior periods presented. The guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously issued financial statements. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued new guidance for unrecognized tax benefits that exist along with a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for an net operating loss ("NOL") carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted, however, the Company has not early adopted this guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In March 2013, the FASB issued amended guidance for cumulative translation adjustments upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. These amendments provide guidance on releasing cumulative translation adjustments when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, these amendments provide guidance on the release of cumulative translation adjustment in partial sales of equity method investments and in step acquisitions. The amendments are effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted, however the Company has not early adopted this guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

2. Business Combination

In fiscal 2012, Plexus and Kontron AG (“Kontron”) entered into a strategic manufacturing arrangement, and completed the related asset purchase transaction described below. Under this arrangement, Kontron transitioned all manufacturing of its Kontron Design Manufacturing Services (M) Sdn. Bhd. subsidiary (“KDMS”) to Plexus facilities in Penang, Malaysia. Plexus acquired the inventory and equipment of KDMS for $34.2 million , reflecting certain post-closing adjustments, which was paid with cash on-hand, and hired substantially all of KDMS's employees. No real estate was included in this transaction. This transaction was accounted for as a business combination. The purchase price was allocated primarily to inventory and equipment. An identifiable intangible asset of $4.0 million related to a customer relationship was recorded within other non-current assets in the Company's accompanying Consolidated Balance Sheets as a result of the arrangement and was being amortized on a straight-line basis over a two year period. Assuming this transaction had been made at the beginning of fiscal 2012, the consolidated pro forma results would not have been materially different from reported results.

3. Inventories

Inventories as of September 27, 2014 and September 28, 2013 consisted of (in thousands):



	2014		2013
Raw materials	$	371,641	$	288,559
Work-in-process	76,531		57,883
Finished goods	77,798		57,578
	$	525,970	$	404,020

Per contractual terms, customer deposits are received by the Company to offset obsolete and excess inventory risks. The total amount of customer deposits related to inventory and included within current liabilities on the accompanying Consolidated Balance Sheets as of September 27, 2014 and September 28, 2013 was $51.0 million and $51.6 million , respectively.

4. Property, Plant and Equipment

Property, plant and equipment as of September 27, 2014 and September 28, 2013 consisted of (in thousands):



	2014		2013
Land, buildings and improvements	$	283,569	$	212,195
Machinery and equipment	331,981		312,941
Computer hardware and software	95,780		91,565
Construction in progress	9,694		67,518
Total property, plant and equipment, gross	721,024		684,219
Less: accumulated depreciation	386,098		359,158
Total property, plant and equipment, net	$	334,926	$	325,061

The major component of the construction in progress balance as of September 28, 2013 was related to the facility investment in Neenah, Wisconsin, which was completed in the first quarter of fiscal 2014.

Assets held under capital leases and included in property, plant and equipment as of September 27, 2014 and September 28, 2013 consisted of (in thousands):



	2014		2013
Buildings and improvements	$	23,141	$	23,147
Machinery and equipment	3,669		3,294
Total property, plant and equipment held under capital leases, gross	26,810		26,441
Less: accumulated amortization	19,405		16,513
Total property, plant and equipment held under capital leases, net	$	7,405	$	9,928

The building and improvements category in the above table includes a leased manufacturing facility in San Diego, California, which is no longer used by the Company and has been subleased. The San Diego facility is recorded at the net present value of the sublease income, net of cash outflows for broker commissions and building improvements associated with the subleases. The net book value of the San Diego facility is reduced on a monthly basis by the amortization of the sublease cash receipts, net of certain cash outflows associated with the subleases. The net book value of the San Diego facility is approximately $4.3 million as of September 27, 2014 .

Amortization of assets held under capital leases totaled $0.6 million , $0.6 million and $0.8 million for fiscal 2014 , 2013 and 2012 , respectively. Capital lease additions totaled $1.4 million , $1.4 million , and $0.1 million for fiscal 2014, 2013 and 2012 , respectively.

As of September 27, 2014 , September 28, 2013 and September 29, 2012 , accounts payable included approximately $7.0 million , $10.9 million and $11.5 million , respectively, related to the purchase of property, plant and equipment, which have been treated as non-cash transactions for purposes of the Consolidated Statements of Cash Flows.

The Company’s lease agreement for the building shell and land of its facility in Guadalajara, Mexico, which opened on August 21, 2014, includes a ten year base lease term (that commenced upon the completion of construction in the fourth quarter of fiscal 2014), with two five-year renewal options. This lease did not qualify as a sale-leaseback transaction, and therefore was accounted for as a non-cash financing transaction. Since the Company believes that it will exercise both renewal options, the lease is being accounted for using a 20 year lease term.

In the third quarter of fiscal 2014, the Company capitalized the building shell as a non-cash financing obligation of approximately $8.0 million ; the financing obligation will be increased by interest expense and land rent expense, and reduced by contractual payments. During the fourth quarter of fiscal 2014, the Company capitalized related leasehold improvements of approximately $16.2 million . The Company includes both these amounts in "Property, plant and equipment" in the

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Plexus Corp.

Notes to Consolidated Financial Statements

Consolidated Balance Sheets and depreciates the underlying assets accordingly. At the end of the 20-year lease term, the net book value of the assets will approximate the balance of the financing obligation.

If the Company does not exercise both renewal options or exercises the first but not the second, it would record a loss related to the disposal of the underlying assets in operating results of $3.2 million in fiscal 2024 or $0.3 million in fiscal 2029, respectively.

The future minimum payments under the ten year base lease agreement, as well as the two five year renewal options, are as follows (in thousands):



2015	1,406
2016	1,440
2017	1,476
2018	1,513
2019	1,550
2020 through 2024	8,353

	$	15,738

2025 through 2029	9,451
2030 through 2034	10,870

5. Debt, Capital Lease Obligations and Other Financing

Debt and capital lease obligations as of September 27, 2014 and September 28, 2013 , consisted of (in thousands):



	2014			2013
Debt:
Borrowings under credit facility, expiring on May 15, 2019, interest rate of LIBOR plus 1.125%. See also Note 6, "Derivatives and Fair Value Measurements."	$	75,000		$	75,000
Borrowings under senior notes, expiring on June 15, 2018, interest rate of 5.20%. See also Note 6, "Derivatives and Fair Value Measurements."	175,000			175,000
Other Financing:
Non-cash financing activity related to facility lease in Guadalajara, Mexico. See also Note 4, "Property, Plant and Equipment."	8,000			—
Capital lease:
Capital lease obligations for equipment and facilities located in San Diego, California, Neenah, Wisconsin, Oradea, Romania, and Xiamen, China, expiring on various dates through 2017; weighted average interest rate of 8.8% for fiscal 2014 and 9.3% for fiscal 2013, respectively.	8,414			11,347
Less: current portion	(4,368		)	(3,574		)
Long-term debt and capital lease obligations, net of current portion	$	262,046		$	257,773

The aggregate scheduled maturities of the Company’s debt obligations as of September 27, 2014 , are as follows (in thousands):



2015	$	—
2016	—
2017	—
2018	175,000
2019	75,000
Thereafter	—

Total	$	250,000

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Plexus Corp.

Notes to Consolidated Financial Statements

The aggregate scheduled maturities of the Company’s obligations under capital leases as of September 27, 2014 , are as follows (in thousands):



2015	$	4,934
2016	3,457
2017	799
2018	—
2019	—
Thereafter	—

	9,190
Less: interest portion of capital leases	(776		)

Total	$	8,414

The financial covenants (as defined under the Credit Agreement) require that the Company maintain, as of each fiscal quarter end, a maximum total leverage ratio and a minimum interest coverage ratio. As of September 27, 2014, the Company was in compliance with all financial covenants of the Credit Agreement. Borrowings under the Credit Facility, at the Company's option, bear interest at a defined base rate or the LIBOR rate plus, in each case, an applicable margin based upon the Company's leverage ratio as defined in the Credit Agreement. Rates would increase upon negative changes in specified Company financial metrics and would decrease to no less than LIBOR plus 1.000% or base rate plus 0.000% upon reduction in the current total leverage ratio. As of September 27, 2014, the Company had a borrowing rate of LIBOR plus 1.125% . As of September 27, 2014, all outstanding debt under the Credit Facility is effectively at a fixed interest rate as a result of the interest rate swap contract discussed in Note 6, "Derivatives and Fair Value Measurements." There is no floating rate debt outstanding under the Credit Facility as of September 27, 2014. The Company is required to pay an annual commitment fee on the unused revolver credit commitment based on the Company's leverage ratio; the fee was 0.175% as of September 27, 2014.

In the third quarter of fiscal 2014, the Company incurred approximately $0.2 million in new debt issuance costs in connection with the Amendment. These costs, along with the remaining unamortized portion of the $0.9 million in new debt issuance costs the Company incurred in May 2012, are being amortized over the five-year term of the Credit Facility.

The Company also has outstanding 5.20% Senior Notes, due on June 15, 2018 (the “Notes”); $175.0 million principal of the Notes was outstanding as of both September 27, 2014 and September 28, 2013 . At September 27, 2014 , the Company was in compliance with all financial covenants relating to the Notes, which are consistent with those in the Credit Agreement discussed above.

Cash paid for interest in fiscal 2014 , 2013 and 2012 was $12.7 million , $12.9 million and $16.4 million , respectively.

In the third quarter of fiscal 2014, the Company capitalized certain leased property, plant and equipment related to footprint expansion in Guadalajara, Mexico, for which the Company had direct involvement in construction and will have ongoing involvement subsequent to the completion of construction. This resulted in a non-cash financing transaction of approximately $8.0 million and is reflected in long-term debt and capital lease obligations on the accompanying Consolidated Balance Sheets as of September 27, 2014. Refer to Note 4, "Property, Plant and Equipment" for additional disclosures related to the Guadalajara facility.

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Plexus Corp.

Notes to Consolidated Financial Statements

6. Derivatives and Fair Value Measurements

All derivatives are recognized in the accompanying Consolidated Balance Sheets at their estimated fair value. The Company uses derivatives to manage the variability of foreign currency obligations and interest rates. The Company has cash flow hedges related to variable rate debt and forecasted foreign currency obligations, in addition to fair value 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. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in “Accumulated other comprehensive income” in the accompanying Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. Changes in the fair value of the derivatives related to recognized foreign currency denominated assets and liabilities are recorded in "Other income (expense)" in the accompanying Consolidated Statements of Comprehensive Income.

The Company enters into forward currency exchange contracts on a rolling basis. The Company had cash flow hedges outstanding with a notional value of $64.6 million as of September 27, 2014 and a notional value of $71.0 million as of September 28, 2013. 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 $0.8 million asset as of September 27, 2014 and a $1.0 million liability as of September 28, 2013 .

The Company had additional forward currency exchange contracts outstanding with a notional value of $37.9 million as of September 27, 2014. The Company has not designated these derivative instruments as hedging instruments. The net settlement amount (fair value) related to these contracts is recorded on the Consolidated Balance Sheets as either a current or long-term asset or liability, depending on the term, and as an element of other income (expense). The total fair value of these derivatives was a $1.5 million asset as of September 27, 2014. No contracts were outstanding as of September 28, 2013.

On June 4, 2013, the Company entered into an interest rate swap contract to replace the three interest rate swap contracts that matured on April 4, 2013, as described below. The new interest rate swap contract is related to the borrowings outstanding under the Company's Credit Facility, as amended. This interest rate swap pays the Company variable interest at the one month LIBOR rate, and the Company pays the counterparty a fixed interest rate. The fixed interest rate for the contract is 0.875% . Based on the terms of the interest rate swap contract and the underlying borrowings outstanding under the Credit Facility, as amended, the interest rate contract was determined to be effective, and thus qualifies as a cash flow hedge. As such, any changes in the fair value of the interest rate swap are recorded in "Accumulated other comprehensive income" on the accompanying Consolidated Balance Sheets until earnings are affected by the variability of cash flows. The total fair value of the interest rate swap contract was a $0.2 million asset as of September 27, 2014 and a $0.1 million asset as of September 28, 2013. The notional amount of the Company's interest rate swap was $75.0 million as of both September 27, 2014 and September 28, 2013.

The Company entered into three interest rate swap contracts related to the term loans under its prior credit facility that had an initial total notional value of $150.0 million and matured on April 4, 2013 , which resulted in a $2.0 million discrete tax benefit in fiscal 2013. The fixed interest rates for each of these contracts were 4.415% , 4.490% and 4.435% , respectively. These interest rate swap contracts were originally entered into to convert $150.0 million of the variable rate term loan under the prior credit facility into fixed rate debt. Based on the terms of the interest rate swap contracts and the underlying debt, these interest rate contracts were determined to be effective, and thus qualified as a cash flow hedge. As such, any changes in the fair value of these interest rate swaps were recorded in “Accumulated other comprehensive income” on the accompanying Consolidated Balance Sheets until earnings were affected by the variability of cash flows.

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 Consolidated Financial Statements:

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Plexus Corp.

Notes to Consolidated Financial Statements

Fair Values of Derivative Instruments

In thousands of dollars

Asset Derivatives

Liability Derivatives

September 27,
2014

September 28,
2013

September 27,
2014

September 28,
2013

Derivatives designated

as hedging instruments

Balance Sheet

Classification

Fair Value

Balance Sheet

Classification

Fair Value

Interest rate swaps

Prepaid expenses and other

$182

$34

Current liabilities –

Other

$—

Forward contracts

Prepaid expenses and other

$812

$—

Current liabilities –

Other

$—

$999

Fair Values of Derivative Instruments

In thousands of dollars

Asset Derivatives

Liability Derivatives

September 27,
2014

September 28,
2013

September 27,
2014

September 28,
2013

Derivatives not designated

as hedging instruments

Balance Sheet

Classification

Fair Value

Balance Sheet

Classification

Fair Value

Forward contracts

Prepaid expenses and other

$1,512

$—

Current liabilities –

Other

$—



The Effect of Derivative Instruments on the Statements of Comprehensive Income for the Twelve Months Ended
In thousands of dollars
Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)			Classification of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	September 27, 2014	September 28, 2013	September 29, 2012		September 27, 2014	September 28, 2013	September 29, 2012
Interest rate swaps	$(393)	$961	$(40)	Interest income (expense)	$(542)	$(788)	$(3,564)
Forward contracts	$1,198	$(1,389)	$3,021	Selling and administrative expenses	$(609)	$709	$(597)
Treasury Rate Locks	$—	$—	$—	Interest income (expense)	$321	$321	$320
Income tax expense	$—	$—	$—	Income tax expense	$70	$2,031	$—

There were no gains or losses recognized in income for derivatives related to ineffective portions and amounts excluded from effectiveness testing for fiscal years 2014, 2013, and 2012.

The following table lists the fair values of assets/(liabilities) of the Company’s derivatives as of September 27, 2014 , by input level as defined in Note 1, "Description of Business and Significant Accounting Policies":

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Plexus Corp.

Notes to Consolidated Financial Statements



	Fair Value Measurements Using Input Levels Asset/ (Liability) (in thousands):
Fiscal year ended September 27, 2014	Level 1	Level 2	Level 3	Total
Derivatives
Interest rate swaps	$—	$182	$—	$182
Forward currency forward contracts	$—	$2,324	$—	$2,324

Fiscal year ended September 28, 2013
Derivatives
Interest rate swaps	$—	$34	$—	$34
Forward currency forward contracts	$—	$(999)	$—	$(999)

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

7. Income Taxes

The domestic and foreign components of income (loss) before income taxes for fiscal 2014 , 2013 and 2012 consisted of (in thousands):



	2014			2013			2012
U.S.	$	(12,473	)	$	(8,406	)	$	8,371
Foreign	105,798			93,389			82,860
	$	93,325		$	84,983		$	91,231

Income tax expense (benefit) for fiscal 2014 , 2013 and 2012 consisted of (in thousands):



	2014			2013			2012
Current:
Federal	$	(2,050	)	$	408		$	—
State	(332		)	—			131
Foreign	10,147			4,089			5,253
	7,765			4,497			5,384
Deferred:
Federal	(1,506		)	(3,702		)	18,950
State	—			(42		)	4,784
Foreign	(147		)	1,971			24
	(1,653		)	(1,773		)	23,758
	$	6,112		$	2,724		$	29,142

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Plexus Corp.

Notes to Consolidated Financial Statements

Included in current tax expense is a net $2.4 million non-cash benefit.

The following is a reconciliation of the federal statutory income tax rate to the effective income tax rates reflected in the Consolidated Statements of Comprehensive Income for fiscal 2014 , 2013 and 2012 (certain prior period amounts have been reclassified to conform to current year presentation):



	2014		2013		2012
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
Increase (decrease) resulting from:
Permanent differences	1.8		(0.1	)	(2.0	)
State income taxes, net of federal income tax	—		—		0.2
Foreign tax rate differences	(33.2	)	(34.4	)	(27.5	)
Valuation reserve for deferred tax assets	8.4		5.8		26.5
Other, net	(5.5	)	(3.1	)	(0.3	)
Effective income tax rate	6.5	%	3.2	%	31.9	%

The Company recorded income tax expense of $6.1 million , $2.7 million and $29.1 million for fiscal 2014 , 2013 and 2012 , respectively.

The effective tax rate for fiscal 2014 is higher than that of fiscal 2013 primarily as a result of the geographic distribution of worldwide earnings. The effective tax rate for fiscal 2013 was significantly lower than that of fiscal 2012 primarily as a result of the Company recording an additional valuation allowance against the U.S. deferred tax assets during fiscal 2012 as well as discrete tax benefits recorded in fiscal 2013 .

In fiscal 2014, the Company recorded a $7.9 million addition to its valuation allowance relating to continuing losses in certain jurisdictions within the AMER and EMEA regions. At the close of fiscal 2014, using the measurement criteria found in ASC 740, the Company believes that the positive evidence does not outweigh the negative and the valuation allowance should remain in place. During fiscal 2014, the Company also recorded tax benefits of $3.8 million primarily related to the settlement of U.S. tax examinations during the year. This benefit is included in the "Other, net" line in the rate reconciliation table above and represents 4.1% of the current "Other" balance.

In fiscal 2013, the Company recorded a $7.0 million addition to its valuation allowance, of which $5.2 million related to continuing losses in certain jurisdictions within the AMER and EMEA regions. During fiscal 2013, the Company performed an analysis of all available evidence, both positive and negative, regarding the need for a valuation allowance against our U.K. deferred tax assets, consistent with the provisions of ASC 740. Accordingly, the Company established an additional $1.8 million valuation allowance against the U.K. deferred tax assets. The Company also identified and recorded several out-of-period tax errors that reduced tax expense by $3.2 million . The Company believes these out-of-period tax errors were not material to the fiscal 2013, or previously issued, financial statements.

In fiscal 2012 , the Company recorded a valuation allowance of $24.1 million , of which $1.3 million related to continuing losses in certain jurisdictions within the EMEA region. During the preparation of the fiscal 2012 consolidated financial statements, the Company performed an analysis of all available evidence, both positive and negative, regarding the need for a valuation allowance against its U.S. deferred tax assets, consistent with the provisions of ASC 740. Accordingly, the Company established an additional $22.8 million valuation allowance against the U.S. deferred tax assets.

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Plexus Corp.

Notes to Consolidated Financial Statements

The components of the net deferred income tax asset as of September 27, 2014 and September 28, 2013 , consisted of (in thousands):



	2014			2013
Deferred income tax assets:
Loss/credit carryforwards	$	17,356		$	12,985
Goodwill	541			1,268
Inventories	5,468			4,997
Accrued benefits	23,754			19,428
Allowance for bad debts	343			339
Other	3,165			3,304
Total gross deferred income tax assets	50,627			42,321
Less valuation allowance	(41,935		)	(34,075		)
Deferred income tax assets	8,692			8,246
Deferred income tax liabilities:
Property, plant and equipment	4,322			3,934
Other	84			13
Deferred income tax liabilities	4,406			3,947
Net deferred income tax asset	$	4,286		$	4,299

During fiscal 2014 , the Company’s valuation allowance increased by $7.9 million . This increase is the result of increases to the valuation allowances against the net deferred tax assets in the AMER region of $3.9 million , in the EMEA region of $4.2 million , and a release of the valuation allowance in the APAC region of $0.2 million .

As of September 27, 2014 , the Company had approximately $89.5 million of state net operating loss carryforward that expire between fiscal 2015 and 2035, which also has a full valuation allowance against them.

As a result of using the with-and-without method under the requirements for accounting for stock-based compensation, the Company has unrecognized net operating loss carryforward of $4.5 million related to tax deductions in excess of compensation expense for stock options. This deduction will remain unrecognized until such time as the related deductions actually reduce income taxes payable.

Cash paid for income taxes in fiscal 2014 , 2013 and 2012 was $9.0 million , $5.3 million and $9.0 million , respectively.

During the fiscal year ended September 27, 2014 , tax legislation was adopted in various jurisdictions. None of these changes are expected to have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

The Company has been granted a tax holiday for a foreign subsidiary operating in the APAC region. This tax holiday will expire in fiscal 2024 and is subject to certain conditions with which the Company expects to comply. The Company benefited from a second tax holiday within the APAC region, which under the terms of the Company's agreement with the local taxing authority expired on December 31, 2013. In fiscal 2014 , 2013 and 2012 , these tax holidays resulted in tax reductions of approximately $24.1 million ($ 0.71 per basic share), $22.7 million ( $0.66 per basic share) and $17.5 million ( $0.50 per basic share), respectively.

The Company does not provide for taxes that would be payable if undistributed earnings of foreign subsidiaries were remitted because the Company considers these earnings to be permanently reinvested. The aggregate undistributed earnings of the Company’s foreign subsidiaries for which a deferred income tax liability has not been recorded was approximately $687.6 million as of September 27, 2014 . If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes is not practicable at this time.

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Plexus Corp.

Notes to Consolidated Financial Statements

The Company has approximately $2.4 million of uncertain tax benefits as of September 27, 2014 . The Company has classified these amounts in the Consolidated Balance Sheets as “Other liabilities” (noncurrent) to the extent that payment is not anticipated within one year. Presented below is a reconciliation of the beginning and ending amounts of unrecognized income tax benefits (in thousands; certain prior period amounts have been reclassified to conform to current year presentation):



Balance at September 29, 2012	$	7,603
Gross increases for tax positions of prior years	189
Gross increases for tax positions of the current year	—
Gross decreases for tax positions of prior years	—
Lapse of applicable statute of limitations	356
Settlements	—
Balance at September 28, 2013	$	7,436
Gross increases for tax positions of prior years	324
Gross increases for tax positions of the current year	—
Gross decreases for tax positions of prior years	1,582
Lapse of applicable statute of limitations	3,810
Settlements	—
Balance at September 27, 2014	$	2,368

Approximately $1.1 million and $5.3 million of the balance as of September 27, 2014 and September 28, 2013 , respectively, would reduce the Company’s effective tax rate if recognized.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The total accrued penalties and net accrued interest with respect to income taxes was approximately $0.2 million , $1.1 million , and $0.9 million as of September 27, 2014 , September 28, 2013 and September 29, 2012 , respectively. The Company recognized $0.1 million of expense for accrued penalties and net accrued interest in the Consolidated Statements of Comprehensive Income for the fiscal year ended September 27, 2014 .

It is reasonably possible that a number of uncertain tax positions related to federal and state 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. Periodically, the Company's foreign operations are notified by local taxing authorities of an examination of current or prior period tax related filings. The Company is not aware of any material proposed adjustment that has not been reflected in the current financial statements.

The Company files income tax returns, including returns for its subsidiaries, with federal, state, local and foreign taxing jurisdictions. The following tax years remain subject to examination by the respective major tax jurisdictions:



Jurisdiction		Fiscal Years
China		2009-2014
Germany		2009-2014
Mexico		2009-2014
Romania		2009-2014
United Kingdom		2010-2014
United States
Federal		2011-2014
State		2001-2014

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Plexus Corp.

Notes to Consolidated Financial Statements

8. Earnings Per Share

The following is a reconciliation of the amounts utilized in the computation of basic and diluted earnings per share for fiscal 2014 , 2013 and 2012 (in thousands, except per share amounts):



	2014		2013		2012
Earnings:
Net income	$	87,213	$	82,259	$	62,089

Basic weighted average common shares outstanding	33,785		34,330		34,874
Dilutive effect of share-based awards outstanding	870		562		655
Diluted weighted average shares outstanding	34,655		34,892		35,529
Earnings per share:
Basic	$	2.58	$	2.40	$	1.78
Diluted	$	2.52	$	2.36	$	1.75

In fiscal 2014 , 2013 and 2012 , stock options and stock-settled stock appreciation rights ("SARs”) to purchase approximately 0.5 million , 1.9 million and 1.4 million shares, respectively, were outstanding but were not included in the computation of diluted earnings per share because the options’ and SARs’ exercise prices were greater than the average market price of the Company's common shares and, therefore, their effect would be antidilutive.

Outstanding shares have decreased in recent years as a result of the Company's stock repurchase programs. Refer to Note 14, "Shareholders' Equity" for further information on the Company's stock repurchase programs.

9. Operating Lease Commitments

The Company has a number of operating lease agreements primarily involving manufacturing facilities, manufacturing equipment and computerized design equipment. These leases are non-cancelable and expire on various dates through 2021 . Rent expense under all operating leases for fiscal 2014 , 2013 and 2012 was approximately $15.1 million , $15.7 million and $14.2 million , respectively. Renewal and purchase options are available on certain leases.

Future minimum annual payments on operating leases are as follows (in thousands):



2015	$	7,617
2016	5,030
2017	2,270
2018	1,404
2019	1,003
Thereafter	1,505

	$	18,829

10. Benefit Plans

401(k) Savings Plan: The Company’s 401(k) Retirement Plan covers all eligible U.S. employees. The Company matches employee contributions up to 4.0 percent of eligible earnings. The Company’s contributions for fiscal 2014 , 2013 and 2012 totaled $7.2 million , $6.6 million and $6.9 million , respectively.

Stock-based Compensation Plans: The Plexus Corp. 2008 Long-Term Incentive Plan (the “2008 Plan”), which was last approved by shareholders in February 2011, is a stock-based incentive plan for officers, key employees and directors; the 2008 Plan includes provisions by which the Company may grant stock-based awards, including stock options, SARs, restricted stock, restricted stock units (“RSUs”), unrestricted stock awards (“SAs”) and performance stock awards (including awards that may be designated as performance stock units ("PSUs")), in addition to cash incentive awards, to directors, executive officers and other officers and key employees. The maximum number of shares of Plexus common stock which may be issued pursuant to the 2008 Plan is 5,500,000 shares; in addition, cash incentive awards of up to $4.0 million may be granted annually. The

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Plexus Corp.

Notes to Consolidated Financial Statements

exercise price of each stock option and SAR granted must not be less than the fair market value on the date of grant. The Compensation and Leadership Development Committee (the “Committee”) of the Board of Directors may establish a term and vesting period for awards under the 2008 Plan as well as accelerate the vesting of such awards. Generally, stock options vest in two annual installments and have a term of ten years , SARs vest in two annual installments and have a term of seven years , RSUs granted to executive officers, other officers and key employees fully vest on the third anniversary of the grant date (assuming continued employment), which is also the date as of which the underlying shares will be issued, and the vesting of PSUs is dependent on the relative performance of the Company's stock price as compared to the companies in the Russell 3000 Index in the three-year performance period. The Committee also grants RSUs to non-employee directors; these RSUs generally fully vest on the first anniversary of the grant date, which is also the date the underlying shares will be issued (unless further deferred). Options issued to the members of the Board of Directors in fiscal 2013 and 2012 vested immediately on the date of grant. SAs issued to members of the Board in fiscal 2012 also vested immediately on the date of grant.

The 2008 Plan replaced the shareholder-approved 2005 Equity Incentive Plan (the “2005 Plan”). Outstanding awards under the 2005 Plan continue until exercise, expiration or forfeiture.

Individual stock option and SARs grants are determined annually, but granted on a quarterly basis. Grants of RSUs and PSUs are generally made only on an annual basis.

In fiscal 2014 , the Company granted options to purchase 0.2 million shares of the Company’s common stock and 0.1 million stock-settled SARs. Additionally, the Committee made awards of RSUs for 0.2 million shares of common stock and awards of PSUs for 0.1 million shares (at target).

In fiscal 2013 , the Company granted options to purchase 0.4 million shares of the Company’s common stock and 0.1 million stock-settled SARs. Additionally, the Committee made awards of RSUs for 0.3 million shares of common stock.

In fiscal 2012 , the Company granted options to purchase 0.3 million shares of the Company’s common stock and 0.2 million stock-settled SARs. Additionally, the Committee made awards of RSUs for 0.3 million shares of common stock, and the Committee granted SAs for 6.0 thousand shares of common stock.

The Company recognized $13.0 million , $11.8 million and $12.5 million of compensation expense associated with equity awards in fiscal 2014 , 2013 and 2012 , respectively. No deferred tax benefits related to equity awards were recognized in fiscal 2014, 2013 or 2012.

A summary of the Company’s stock option and SAR activity follows:



	Number of Options/SARs (in thousands)		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding as of October 1, 2011	3,219		$	27.69

Granted	518		30.24
Cancelled	(105	)	34.44
Exercised	(561	)	22.36
Outstanding as of September 29, 2012	3,071		$	28.86

Granted	515		27.66
Cancelled	(141	)	25.48
Exercised	(380	)	22.00
Outstanding as of September 28, 2013	3,065		$	29.27

Granted	318		41.39
Cancelled	(105	)	32.44
Exercised	(1,008	)	27.41
Outstanding as of September 27, 2014	2,270		$	31.65	$	16,359

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Plexus Corp.

Notes to Consolidated Financial Statements



	Number of Options/SARs (in thousands)	Weighted Average Exercise Price		Aggregate Intrinsic Value(in thousands)
Exercisable as of:
September 29, 2012	2,327	$	28.32
September 28, 2013	2,375	$	29.49
September 27, 2014	1,772	$	30.45	$	19,212

Included in the stock option and SAR activity table above are 0.1 million , 0.1 million and 0.2 million SARs, which were granted in fiscal 2014 , 2013 and 2012 , respectively.

The following table summarizes outstanding stock option and SAR information as of September 27, 2014 (Options/SARs in thousands):



Range of Exercise Prices	Number of Options/SARs Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Life	Number of Options/SARs Exercisable	Weighted Average Exercise Price
$12.94 - $19.41	85,942	$	15.53	3.2	85,942	$	15.53
$19.42 - $29.12	874,133	$	25.11	5.4	726,078	$	24.97
$29.13 - $44.48	1,310,461	$	37.06	5.4	959,526	$	35.94
$12.94 - $44.48	2,270,536	$	31.65	5.3	1,771,546	$	30.45

The Company continues to use the Black-Scholes valuation model to value options and SARs. The Company used its historical stock prices as the basis for its volatility assumptions. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant with a term consistent with the expected option and SAR lives. The expected option and SARs lives represent the period of time that the options and SARs granted are expected to be outstanding and were based on historical experience.

The weighted average fair value per share of options and SARs granted for fiscal 2014 , 2013 and 2012 were $15.78 , $11.88 and $13.13 , respectively. The fair value of each option and SAR grant was estimated at the date of grant using the Black-Scholes option-pricing model based on the assumption ranges below:



	2014	2013	2012
Expected life (years)	4.50 - 5.00	4.40 - 5.00	4.40 - 5.00
Risk-free interest rate	1.24 - 1.86%	0.57 - 2.71%	0.57 - 1.09%
Expected volatility	38 - 47%	45 - 51%	50 - 51%
Dividend yield	—	—	—

The fair value of options and SARs vested for fiscal 2014 , 2013 and 2012 were $2.8 million , $3.3 million and $4.3 million , respectively.

For fiscal 2014 , 2013 and 2012 , the total intrinsic value of options and SARs exercised was $13.5 million , $4.3 million and $7.6 million , respectively.

As of September 27, 2014 , there was $4.2 million of unrecognized compensation cost related to non-vested options and SARs that is expected to be recognized over a weighted average period of 1.23 years.

A summary of the Company’s PSUs, RSUs, and SAs activity follows:

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Plexus Corp.

Notes to Consolidated Financial Statements



	Number of Shares (in thousands)		Weighted Average Fair Value at Date of Grant		Aggregate Intrinsic Value (in thousands)
Units outstanding as of October 1, 2011	424		$	26.02

Granted	268		36.68
Canceled	(26	)	33.12
Vested	(200	)	25.98
Units outstanding as of September 29, 2012	466		$	31.78

Granted	329		26.16
Canceled	(47	)	31.26
Vested	(94	)	26.59
Units outstanding as of September 28, 2013	654		$	29.73

Granted	302		40.76
Canceled	(92	)	31.89
Vested	(134	)	41.06
Units outstanding as of September 27, 2014	730		$	31.97	$	27,582

The Company uses the fair value at the date of grant to value RSUs and SAs. The fair values of RSUs and SAs that vested for fiscal 2014 , 2013 and 2012 were $0.7 million , $0.5 million and $1.4 million , respectively. No SAs were granted or vested in fiscal 2014 or 2013. There were 134,215 RSUs that vested during the fiscal year ended September 27, 2014 . There were 93,831 RSUs that vested during the fiscal year ended September 28, 2013 . There were 193,684 RSUs and 6,000 SAs that vested during the fiscal year ended September 29, 2012 .

As of September 27, 2014 , there was $10.3 million of unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 1.89 years.

The Company uses the Monte Carlo valuation model to determine the fair value of PSUs at the date of grant. The PSUs are payable in shares and vest based on the relative total shareholder return of the Company's common stock as compared to the Russell 3000 Index during a three year performance period. The number of shares that may be issued pursuant to PSUs ranges from zero to 0.1 million. The Company recognizes stock-based compensation expense over the PSUs’ vesting period. No PSUs vested during the fiscal year ended September 27, 2014, or were granted during the fiscal years ended September 28, 2013 or September 29, 2012.

As of September 27, 2014, there was $1.8 million of unrecognized compensation cost related to PSUs that is expected to be recognized over a weighted average period of 2.32 years.

Deferred Compensation Arrangements: The Company has agreements with certain of its former executive officers to provide nonqualified deferred compensation. Under those agreements, the Company agreed to pay these former executives, or their designated beneficiaries upon such executives’ deaths, certain amounts annually for the first 15 years subsequent to their retirements.

The Company has a supplemental executive retirement plan (the “SERP”) as an additional deferred compensation plan for executive officers and other key employees. Under the SERP, a covered executive may elect to defer some or all of the participant’s compensation into the plan, and the Company may credit the participant’s account with a discretionary employer contribution. Participants are entitled to payment of deferred amounts and any related earnings upon termination or retirement from Plexus.

The SERP operates under a rabbi trust arrangement (the “Trust”). The Trust allows investment of deferred compensation held on behalf of the participants into individual accounts and, within these accounts, into one or more designated investments. Investment choices do not include Plexus stock. In fiscal 2014 , 2013 and 2012 , the Company made contributions to the participants’ SERP accounts in the amount of $0.7 million , $0.4 million and $0.4 million , respectively.

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Plexus Corp.

Notes to Consolidated Financial Statements

As of September 27, 2014 and September 28, 2013 , the SERP assets held in the Trust totaled $10.9 million and $9.1 million , respectively, and the related liability to the participants totaled approximately $6.6 million and $5.6 million as of September 27, 2014 and September 28, 2013 , respectively. As of September 27, 2014 and September 28, 2013, the SERP assets held in the Trust were recorded at fair value on a recurring basis, and were classified as Level 2 in the fair value hierarchy discussed in Note 1, "Description of business and significant accounting policies."

The Trust assets are subject to the claims of the Company’s creditors. The Trust assets and the related liabilities to the participants are included in non-current “Other assets” and non-current “Other liabilities”, respectively, in the accompanying Consolidated Balance Sheets.

Other: The Company currently does not, and is not obligated to, provide any postretirement medical or life insurance benefits to employees.

11. 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.

12. Reportable Segments, Geographic Information and Major Customers

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 segments are attributed to the region in which the product is manufactured or 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 costs, interest expense, interest income, other miscellaneous income (expense), and income taxes. Corporate and other costs primarily represent corporate selling and administrative expenses, and restructuring and impairment costs, 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 regions are the same as for the Company taken as a whole.

Information about the Company’s three reportable segments for fiscal 2014 , 2013 and 2012 were as follows (in thousands):

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Plexus Corp.

Notes to Consolidated Financial Statements



	2014			2013			2012
Net sales:
AMER	$	1,238,225		$	1,062,758		$	1,255,851
APAC	1,132,503			1,146,299			1,110,365
EMEA	115,893			122,566			95,360
Elimination of inter-segment sales	(108,372		)	(103,592		)	(154,844		)
	$	2,378,249		$	2,228,031		$	2,306,732

Depreciation:
AMER	$	16,452		$	13,474		$	14,486
APAC	20,587			23,560			23,428
EMEA	7,509			4,644			3,438
Corporate	2,713			5,732			6,566
	$	47,261		$	47,410		$	47,918

Operating income (loss):
AMER	$	74,891		$	70,863		$	91,087
APAC	135,539			116,350			101,903
EMEA	(11,923		)	(3,096		)	(2,325		)
Corporate and other costs	(97,900		)	(87,494		)	(86,506		)
	$	100,607		$	96,623		$	104,159
Capital expenditures:
AMER	$	53,135		$	60,507		$	11,532
APAC	4,096			12,345			39,321
EMEA	6,351			30,836			9,863
Corporate	1,702			4,434			2,981
	$	65,284		$	108,122		$	63,697


	September 27, 2014			September 28, 2013
Total assets:
AMER	$	521,259		$	423,048
APAC	881,426			828,672
EMEA	135,841			111,977
Corporate	70,500			83,987
	$	1,609,026		$	1,447,684

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Plexus Corp.

Notes to Consolidated Financial Statements

The following enterprise-wide information is provided in accordance with the required segment disclosures for fiscal 2014 , 2013 and 2012 . Net sales to unaffiliated customers were based on the Company’s location providing product or services (in thousands):



	2014			2013			2012

Net sales:
United States	$	1,188,068		$	1,004,153		$	1,156,347
Malaysia	798,447			877,748			872,733
China	334,056			268,551			237,632
United Kingdom	72,443			81,657			60,313
Mexico	50,157			58,605			99,504
Romania	39,030			38,117			33,835
Germany	4,420			2,792			1,212
Elimination of inter-segment sales	(108,372		)	(103,592		)	(154,844		)

	$	2,378,249		$	2,228,031		$	2,306,732


	September 27, 2014			September 28, 2013
Long-lived assets:
United States	$	116,900		$	110,548
Malaysia	73,568			83,732
China	29,909			35,230
United Kingdom	14,211			14,645
Mexico	33,671			5,610
Romania	33,549			37,188
Germany	507			616
Other Foreign	5,280			5,463
Corporate	27,331			32,029

	$	334,926		$	325,061

As the Company operates flexible manufacturing facilities and processes designed to accommodate customers with multiple product lines and configurations, it is impracticable to report net sales for individual products or services or groups of similar products and services.

Long-lived assets as of September 27, 2014 and September 28, 2013 exclude other long-term assets and deferred income tax assets, which totaled $43.3 million and $43.6 million , respectively.

As a percentage of consolidated net sales, net sales attributable to customers representing 10.0 percent or more of consolidated net sales for fiscal 2014 , 2013 and 2012 were as follows:



	2014	2013	2012
ARRIS Group, Inc. ("Arris")	12.5%	*	*
General Electric Company ("GE")	11.2%	*	*
Juniper Networks, Inc. (“Juniper”)	*	12.8%	16.0%
* Net sales attributable to the customer were less than 10.0 percent of consolidated net sales for the period.

During fiscal 2014, net sales attributable to Arris were reported in the AMER and APAC segments and net sales attributable to GE were reported in the AMER, APAC, and EMEA segments. Net sales attributable to Juniper, which has fully disengaged from Plexus, were reported in the AMER and APAC segments.

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Plexus Corp.

Notes to Consolidated Financial Statements

No customer represented 10.0 percent or more of total accounts receivable as of September 27, 2014 or September 28, 2013 .

13. 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. If a product fails to comply with the Company’s limited warranty, 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.

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 Consolidated Balance Sheets in other current accrued liabilities. The primary factors that affect the Company’s warranty liability include the value and the number of shipped units and historical and anticipated rates of warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Below is a table summarizing the activity related to the Company’s limited warranty liability for the fiscal years 2014 and 2013 (in thousands):



Limited warranty liability, as of September 29, 2012	$	5,145
Accruals for warranties issued during the period	1,168
Settlements (in cash or in kind) during the period	(371		)
Limited warranty liability, as of September 28, 2013	5,942
Accruals for warranties issued during the period	4,331
Settlements (in cash or in kind) during the period	(3,470		)
Limited warranty liability, as of September 27, 2014	$	6,803

14. Shareholders' Equity

On August 13, 2014, the Board of Directors authorized a stock repurchase program under which the Company is authorized to repurchase $30.0 million of its common stock in fiscal 2015.

On August 19, 2013, the Board authorized a stock repurchase program under which the Company was authorized to repurchase up to $30.0 million of its common stock in fiscal 2014. During fiscal 2014, the Company repurchased 733,447 shares under this program for $30.0 million , at an average price of $40.90 per share. These shares were recorded as treasury stock.

On October 23, 2012, the Board authorized a stock repurchase program under which the Company was authorized to repurchase up to $50.0 million of its common stock. During fiscal 2013, the Company repurchased 1,821,698 shares under this program for $49.9 million , at an average price of $27.37 per share. These shares were recorded as treasury stock.

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Pursuant to the Company’s Rights Agreement, each preferred share purchase right (a “Right”) entitles the registered holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock, $0.01 par value per share (“Preferred Share”), at a price of $125.00 per one one-hundredth of a Preferred Share, subject to adjustment. The Rights are exercisable only if a person or group acquires beneficial ownership of more than 20.0% of the Company’s outstanding common stock or commences, or announces an intention to make, a tender offer or exchange offer that would result in such person or group acquiring the beneficial ownership of more than 20.0% of the Company’s common stock. The Rights expire on August 28, 2018 , subject to extension.

15. Restructuring and Impairment Costs

Restructuring and impairment costs, incurred in the Company's AMER segment, largely relate to the consolidation of the Company's manufacturing facilities in the Fox Cities (Neenah and Appleton), Wisconsin, and the relocation of manufacturing operations from Juarez, Mexico to Guadalajara, Mexico. These charges are recorded within restructuring and impairment charges on the Consolidated Statements of Comprehensive Income. Restructuring liabilities are recorded within other accrued liabilities on the Consolidated Balance Sheets.

For the year ended September 27, 2014 , the Company incurred restructuring and impairment costs of $11.3 million , which consisted of the following:


•	$3.2 million of fixed asset impairment at the Company's facility in Juarez;


•	$3.2 million of severance from the reduction of the Company's workforce in Juarez; and


•	$4.9 million of rent, moving and associated costs resulting from the early exit of operating leases for two existing facilities and the consolidation of three existing facilities in the Fox Cities into the new manufacturing facility in Neenah, as well as moving and transition costs resulting from the relocation of manufacturing operations from Juarez to Guadalajara.

As part of the relocation of manufacturing operations from Juarez to Guadalajara, the Company evaluated the ongoing fair value of the long-lived assets associated with the Juarez facility. Based on this evaluation, the Company determined that long-lived assets were impaired and therefore recorded $3.2 million of fixed asset impairment for the year ended September 27, 2014 . Fair value was evaluated using Level 3 inputs, as defined in Note 1.

The Company cannot recognize an income tax benefit for restructuring and impairment costs due to existing tax losses in these jurisdictions.

The Company's restructuring accrual activity for the year ended September 27, 2014 is included in the table below (in thousands):



				Employee			Lease
	Fixed			Termination			Obligations
	Asset			and Severance			and Other
	Impairment			Costs			Exit Costs			Total
Accrual balance, September 28, 2013	$	—		$	—		$	—		$	—
Restructuring and impairment costs	3,160			3,180			4,940			$	11,280
Amounts utilized	(3,160		)	(3,038		)	(4,940		)	$	(11,138	)
Accrual balance, September 27, 2014	$	—		$	142		$	—		$	142

Impairment costs were expensed for the year ended September 27, 2014 . The restructuring accrual balance is expected to be utilized by the end of the first quarter of fiscal 2015.

For the years ended September 28, 2013 and September 29, 2012, restructuring costs were not material.

16. Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for fiscal 2014 and 2013 consisted of (in thousands, except per share amounts):

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Plexus Corp.

Notes to Consolidated Financial Statements



2014	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
Net sales	$	533,905	$	557,616	$	620,505	$	666,223	$	2,378,249
Gross profit	51,502		52,835		58,593		62,639		225,569
Net income	17,663		18,516		24,584		26,450		87,213

Earnings per share:
Basic	$	0.52	$	0.55	$	0.73	$	0.78	$	2.58
Diluted	$	0.51	$	0.53	$	0.71	$	0.77	$	2.52

2013	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
Net sales	$	530,532	$	557,824	$	571,945	$	567,730	$	2,228,031
Gross profit	51,162		52,021		55,473		54,529		213,185
Net income	16,616		17,975		23,204		24,464		82,259

Earnings per share (1):
Basic	$	0.48	$	0.52	$	0.69	$	0.73	$	2.40
Diluted	$	0.47	$	0.52	$	0.68	$	0.71	$	2.36

(1) The annual totals do not equal the sum of the quarterly amounts due to rounding. Earnings per share is computed independently for each quarter.



ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



ITEM 9A.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported on a timely basis. The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have reviewed and evaluated, with the participation of the Company’s management, the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, (a) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act, and (b) in assuring that information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management of the Company, including its CEO and CFO, has assessed the effectiveness of its internal control over financial reporting as of September 27, 2014, based on the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (1992 framework). Based on its assessment and those criteria, management has reached the conclusion that the Company's disclosure controls and procedures and internal control over financial reporting are effective at the reasonable assurance level.

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The independent registered public accounting firm of PricewaterhouseCoopers LLP has audited the Company’s internal control over financial reporting as of September 27, 2014, as stated in its report included herein on page 37.

Changes in Internal Control Over Financial Reporting

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 occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Notwithstanding the foregoing limitations on the effectiveness of controls, we have nonetheless reached the conclusion that the Company's disclosure controls and procedures and internal control over financial reporting are effective at the reasonable assurance level.



ITEM 9B.	OTHER INFORMATION

None.

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PART III



ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information in response to this item is incorporated herein by reference to “Election of Directors” and “Corporate Governance” in the Company’s Proxy Statement for its 2015 Annual Meeting of Shareholders (“ 2015 Proxy Statement”).

Our Code of Conduct and Business Ethics is posted on our website at www.plexus.com. You may access the Code of Conduct and Business Ethics by following the links under “Investor Relations, Corporate Governance” at our website. Plexus’ Code of Conduct and Business Ethics applies to all members of the board of directors, officers and employees.

Executive Officers of the Registrant

The following table sets forth our executive officers, their ages and the positions currently held by each person:



Name	Age	Position
Dean A. Foate	56	Chairman, President and Chief Executive Officer
Todd P. Kelsey	49	Executive Vice President and Chief Operating Officer
Patrick J. Jermain	48	Vice President and Chief Financial Officer
Angelo M. Ninivaggi	47	Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
Ronnie Darroch	49	Regional President - Plexus EMEA and Senior Vice President - Global Manufacturing Solutions
Steven J. Frisch	48	Executive Vice President and Chief Customer Officer
Yong Jin Lim	54	Regional President - Plexus APAC
Oliver K. Mihm	42	Senior Vice President - Global Engineering Solutions and Market Sector Vice President - Industrial/Commercial

Dean A. Foate joined Plexus in 1984 and has served as Chairman since February 2013, as President and Chief Executive Officer since 2002, and as a Director since 2000.

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Todd P. Kelsey joined Plexus in 1994 and has served as Executive Vice President and Chief Operating Officer since June 2013. Previously, Mr. Kelsey served as Executive Vice President – Global Customer Services since 2011 and as Senior Vice President prior thereto.

Patrick J. Jermain joined Plexus in 2010 and has served as Vice President and Chief Financial Officer since May 2014. Previously, Mr. Jermain served as Treasurer and Vice President of Finance since 2013 and as Corporate Controller since 2010. Prior to joining Plexus, Mr. Jermain served in various positions at Appvion, Inc., formerly Appleton Papers, Inc., since 2006.

Angelo M. Ninivaggi joined Plexus in 2002 and has served as Chief Administrative Officer since August 2013. Mr. Ninivaggi has also served as Vice President, General Counsel and Secretary since 2006 and was named Senior Vice President in 2011. Mr. Ninivaggi also served as Corporate Compliance Officer from 2007 to August 2013.

Ronnie Darroch joined Plexus in 2012 and has served as Senior Vice President - Global Manufacturing Solutions since February 2014 and Regional President - Plexus EMEA since June 2013. Previously, Mr. Darroch served as Vice President of Operations - EMEA since 2012. Prior to joining Plexus, Mr. Darroch served in various positions at Jabil Circuit, Inc. since 1995.

Steven J. Frisch joined Plexus in 1990 and has served as Executive Vice President and Chief Customer Officer since May 2014. Previously, Mr. Frisch served as Executive Vice President - Global Customer Services since June 2013. Mr. Frisch was Regional President – Plexus EMEA from 2010 to 2013. Mr. Frisch also served as Senior Vice President – Global Engineering Solutions from 2007 to 2013.

Yong Jin Lim joined Plexus in 2002 and has served as Regional President – Plexus APAC since 2007.

Oliver K. Mihm joined Plexus in 2000 and has served as Market Sector Vice President - Industrial/Commercial since April 2014 and Senior Vice President - Global Engineering Solutions since June 2013. Previously, Mr. Mihm served as Vice President - Global Engineering Solutions since 2011 and as Vice President of Plexus' Raleigh, North Carolina Design Center prior thereto.



ITEM 11.	EXECUTIVE COMPENSATION

Incorporated herein by reference to “Corporate Governance – Board Committees – Compensation and Leadership Development Committee,” “Corporate Governance – Directors’ Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation Committee Report” in the 2015 Proxy Statement.



ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to “Security Ownership of Certain Beneficial Owners and Management” in the 2015 Proxy Statement.

Equity Compensation Plan Information

The following table provides aggregate information regarding grants under all Plexus equity compensation plans through September 27, 2014 :



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in 1 ^st column)
Equity compensation plans approved by securityholders	2,999,674	$	31.65	1,996,012
Equity compensation plans not approved by securityholders	—	n/a		—
Total	2,999,674	$	31.65	1,996,012

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(1)	Represents options, stock-settled stock appreciation rights (“SARs”), performance stock units ("PSUs") and restricted stock units ("RSUs") granted under the Plexus Corp. 2008 Long-Term Incentive Plan, or its predecessors and the 2005 Equity Incentive Plan, all of which were approved by shareholders. No further awards may be made under the predecessor plans.


(2)	The weighted average exercise prices exclude PSUs and RSUs.



ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference to “Corporate Governance – Director Independence” and “Certain Transactions” in the 2015 Proxy Statement.



ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the subheading “Auditors - Fees and Services” in the 2015 Proxy Statement.

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PART IV



ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a)		Documents filed

		Financial Statements and Financial Statement Schedule. See the list of Financial Statements and Financial Statement Schedule on page 36.

(b)		Exhibits. See Exhibit Index included as the last page of this report, which index is incorporated herein by reference.

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Plexus Corp. and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

For the fiscal years ended September 27, 2014 , September 28, 2013 and September 29, 2012 (in thousands):



Descriptions	Balance at beginning of period		Additions charged to costs and expenses		Additions charged to other accounts		Deductions			Balance at end of period
Fiscal Year 2014:
Allowance for losses on accounts receivable (deducted from the asset to which it relates)	$	1,008	$	513	$	—	$	333	*	$	1,188
Valuation allowance on deferred income tax assets (deducted from the asset to which it relates)	$	34,075	$	7,860	$	—	$	—		$	41,935

Fiscal Year 2013:
Allowance for losses on accounts receivable (deducted from the asset to which it relates)	$	1,011	$	1,036	$	—	$	1,039	*	$	1,008
Valuation allowance on deferred income tax assets (deducted from the asset to which it relates)	$	27,087	$	6,988	$	—	$	—		$	34,075

Fiscal Year 2012:
Allowance for losses on accounts receivable (deducted from the asset to which it relates)	$	3,256	$	259	$	—	$	2,504	*	$	1,011
Valuation allowance on deferred income tax assets (deducted from the asset to which it relates)	$	5,116	$	21,971	$	—	$	—		$	27,087
* Amount represents favorable resolution of amounts previously reserved for and amounts written off.

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Plexus Corp.

Notes to Consolidated Financial Statements

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:	November 17, 2014	/s/ Dean A. Foate
		Dean A. Foate
		Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dean A. Foate, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.*

SIGNATURE AND TITLE




/s/ Dean A. Foate				/s/ Rainer Jueckstock
Dean A. Foate, Chairman, President and Chief Executive Officer (Principal Executive Officer)				Rainer Jueckstock, Director

/s/ Patrick J. Jermain				/s/ Peter Kelly
Patrick J. Jermain, Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)				Peter Kelly, Director

/s/ Ralf R. Böer				/s/ Philip R. Martens
Ralf R. Böer, Director				Philip R. Martens, Director

/s/ Stephen P. Cortinovis				/s/ Michael V. Schrock
Stephen P. Cortinovis, Director				Michael V. Schrock, Director

/s/ David J. Drury				/s/ Mary A. Winston
David J. Drury, Director				Mary A. Winston, Director

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*Each of the above signatures is affixed as of November 17, 2014.

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EXHIBIT INDEX

PLEXUS CORP.

Form 10-K for Fiscal Year Ended September 27, 2014




Exhibit No.	Exhibit	Incorporated By Reference To	Filed Herewith

3(i)	(a) Restated Articles of Incorporation of Plexus Corp., as amended through August 28, 2008	Exhibit 3(i) to Plexus’ Report on Form 10-Q for the quarter ended March 31, 2004

	(b) Articles of Amendment, dated August 28, 2008, to the Restated Articles of Incorporation	Exhibit 3.1 to Plexus’ Report on Form 8-K dated August 28, 2008

3(ii)	Bylaws of Plexus Corp., adopted February 13, 2008, amended as of September 23, 2010	Exhibit 3.1 to Plexus’ Report on Form 8-K dated September 23, 2010

4.1	Restated Articles of Incorporation of Plexus Corp., as amended through August 28, 2008	Exhibit 3(i) above

4.2	Bylaws of Plexus Corp., adopted February 13, 2008, amended as of September 23, 2010	Exhibit 3(ii) above

4.3	Rights Agreement, dated as of August 28, 2008, between Plexus Corp. and American Stock Transfer & Trust Company, LLC	Exhibit 4.1 to Plexus’ Report on Form 8-A dated August 28, 2008

10.1(a)	Credit Agreement, dated as of May 15, 2012, among Plexus Corp. and the banks, financial institutions and other institutional lenders listed on the signature pages thereof, U.S. Bank National Association, as administrative agent, PNC Bank, National Association, as syndication agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, RBS Citizens, N.A. and Wells Fargo Bank, N.A., as co-documentation agents, and U.S. Bank National Association and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners (including the related subsidiary guaranty) (the “Credit Agreement”).	Exhibit 10.1 to Plexus’ Report on Form 8-K dated May 15, 2012



10.1(b)	Omnibus Amendment, dated as of May 15, 2014, by and among Plexus Corp., the lenders listed on the signature pages thereto and U.S. Bank National Association, as administrative agent, to the Credit Agreement (including the related subsidiary guaranty) (the Credit Agreement, as amended, is included on Exhibit A-2 to the Omnibus Amendment).	Exhibit 10.1 to Plexus’ Report on Form 8-K dated May 15, 2014

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10.2	Note Purchase Agreement, dated as of April 21, 2011, between Plexus Corp. and the Purchasers named therein relating to $175,000,000 5.20% Senior Notes, due June 15, 2018	Exhibit 10.1 to Plexus’ Report on Form 8-K dated April 21, 2011

10.3	Employment Agreement, dated May 15, 2008, by and between Plexus Corp. and Dean A. Foate*	Exhibit 10.1 to Plexus' Report on Form 8-K dated May 15, 2008

10.4(a)	Form of Change of Control Agreement with each of the executive officers (other than Dean A. Foate)*	Exhibit 10.2 to Plexus’ Report on Form 8-K dated May 15, 2008

10.4(b)	Amended Form of Change of Control Agreement with executive officers ( reflects non-material changes finalized in August 2014)		X

10.5	(a) Summary of Directors’ Compensation (11/14)*		X

	(b) Summary of Directors’ Compensation (11/12)* [superseded]	Exhibit 10.8(a) to Plexus' Report on Form 10-K for the year ended September 29, 2012

10.6	(a) Plexus Corp. Executive Deferred Compensation Plan*	Exhibit 10.17 to Plexus’ Report on Form 10-K for the fiscal year ended September 30, 2000

	(b) Plexus Corp Executive Deferred Compensation Plan Trust dated April 1, 2003 between Plexus Corp. and Bankers Trust Company*	Exhibit 10.14 to Plexus’ Report on Form 10-K for the fiscal year ended September 30, 2003

10.7	Plexus Corp. Non-employee Directors Deferred Compensation Plan*	Exhibit 10.10 to Plexus' Report on Form 10-K for the fiscal year ended September 29, 2012

10.8(a)	Amended and Restated Plexus Corp. 2008 Long-Term Incentive Plan* ( Reflects non-material changes that were finalized in August 2014.)		X

10.8(b)	Forms of award agreements thereunder*

	(i) Form of Stock Option Agreement	Exhibit 10.2 to Plexus’ Report on Form 10-Q for the quarter ended January 2, 2010

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	(ii) Form of Restricted Stock Unit Award	Exhibit 10.5(b) to Plexus’ Report on Form 10-Q for the quarter ended March 29, 2008

	(iii) Form of Stock Appreciation Rights Agreement	Exhibit 10.5(c) to Plexus’ Report on Form 10-Q for the quarter ended March 29, 2008

	(iv) Form of Unrestricted Stock Award	Exhibit 10.3 to Plexus’ Report on Form 10-Q for the quarter ended January 2, 2010

	(v) Form of Plexus Corp. Variable Incentive Compensation Plan — Plexus Leadership Team	Exhibit 10.1 to Plexus’ Report on Form 10-Q for the quarter ended April 2, 2011

	(vi) Form of Restricted Stock Unit Award Agreement for Directors	Exhibit 10.9(b)(vi) to Plexus’ Report on Form 10-K for the year ended September 28, 2013

	(vii) Form of Performance Stock Unit Agreement	Exhibit 10.9(b)(vii) to Plexus’ Report on Form 10-K for the year ended September 28, 2013

10.9	Form of Plexus Corp. Long-Term Cash Agreement*	Exhibit 10.1 to Plexus’ Report on Form 10-Q for the quarter ended December 29, 2007

10.10(a)	Amended and Restated Plexus Corp. 2005 Equity Incentive Plan* [superseded]	Exhibit 10.2 to Plexus’ Report on Form 10-Q for the quarter ended January 3, 2009

10.10(b)	Forms of award agreements thereunder* [superseded]

	(i) Form of Option Grant (Officer or Employee)	Exhibit 10.1 to Plexus’ Report on Form 8-K dated April 1, 2005

	(ii) Form of Option Grant (Director)	Exhibit 10.2 to Plexus’ Report on Form 8-K dated November 17, 2005

	(iii) Form of Restricted Stock Unit Award with Time Vesting	Exhibit 10.4 to Plexus’ Report on Form 8-K dated April 1, 2005

	(iv) Form of Stock Appreciation Right Award	Exhibit 10.1 to Plexus’ Report on Form 8-K dated August 29, 2007

10.11	Amendment No. 1 to Standard Design-Build Agreement between Plexus Corp. and Miron Construction Co., Inc., dated July 3, 2012 (together with the underlying agreement).	Exhibit 10.1 to Plexus' Report on Form 8-K dated July 3, 2012

21	List of Subsidiaries		X

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23	Consent of PricewaterhouseCoopers LLP		X

24	Powers of Attorney	(Signature Page Hereto)

31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.		X

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31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.	X

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	X

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	X

99.1	Reconciliation of ROIC to GAAP Financial Statements	X

101	The following materials from Plexus Corp.’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.	X

101.INS	XBRL Instance Document	X

101.SCH	XBRL Taxonomy Extension Schema Document	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X


*	Designates management compensatory plans or agreements.

EXHIBIT 10.4(b)

Change in Control Agreement

This AGREEMENT (the “ Agreement ”) is made as of the Effective Date by and between Plexus Corp., a Wisconsin corporation (the “ Company ”) and the Employee.

Recital:

The Board of Directors (the “ Board ”) of the Company has determined that it is in the best interests of the Company and its shareholders to reinforce and encourage the Employee’s continued attention and dedication to the Employee’s assigned duties without distraction by entering into compensation arrangements that will provide financial security in the event of a Change in Control.

Now, therefore, it is hereby agreed as follows :


1.	Defined Terms. Capitalized terms not otherwise defined in the main body of this Agreement have the meaning ascribed thereto in Schedule A and Exhibit 1.


2.	Change in Control. No benefits shall be payable under this Agreement unless there shall have been a Change in Control.


3.	Term of Agreement . This Agreement shall be effective for the period commencing on the Effective Date and ending on the Initial Term Date; provided, however, that:

3.1. On an annual basis the term of this Agreement shall automatically be extended for an additional fiscal

year unless, not later than 30 days before the Agreement would otherwise expire, the Company shall

have given notice that it does not wish to extend this Agreement; and

3.2. Notwithstanding any such notice by the Company, if a Change in Control shall have occurred during

the original or any extended term of this Agreement, this Agreement shall remain in effect until the

Company shall have performed all its obligations hereunder.


4.	Qualifying and Nonqualifying Separations . For purposes of this Agreement:

4.1. A “ Qualifying Separation ” means the Employee’s Separation from Service during the Change in

Control Period by reason of (i) the Company’s termination of the Employee’s employment other than

for Cause, or (ii) the Employee’s resignation for Good Reason; provided, however, that a Qualifying

Separation shall not include a Separation from Service by reason of the Employee’s death or Disability.

4.2. A “ Nonqualifying Separation ” means a Separation from Service during the Change in Control Period,

other than a Qualifying Separation.


5.	Company’s Obligations Upon a Qualifying Separation . In the event of the Employee’s Qualifying Separation:

5.1. Accrued Obligations . The Company shall pay to the Employee the Accrued Obligations in cash within

30 days after the Separation Date.

5.2. Lump-Sum Payment . The Company shall pay to the Employee in cash within 30 days after the

Separation Date (except as otherwise provided by Section 7) the sum of the following amounts:


(a)	The Employee’s Target Bonus, prorated through the Separation Date using a fraction, the numerator of which is the number of days in the Separation Year through the Separation Date, and the denominator of which is 365;


(b)	The Separation Multiplier times the sum of the Employee’s Annual Base Salary, the Target Bonus, and the Retirement Differential; and

(c)

An amount such that, after payment of all Federal, state, and local income taxes on such amount (deemed for this purpose to be payable at the applicable withholding rates), the Employee retains the amount that the Company determines is equal to the value of continued participation (on the same basis), for a number of years equal to the Separation Multiplier, in all group health and other welfare plans and the Company’s executive reimbursement plan, company car, and other similar plans and arrangements in which the Employee participated

immediately before the Separation Date or in which the Employee participated immediately before the Change in Control Date, whichever produces the greater benefit.

5.3. Outplacement . The Company shall at its sole expense provide the Employee with executive-level

outplacement services, the scope and provider of which shall be selected by the Company in its sole

discretion, for a period of 15 months beginning on the Separation Date.

5.4. Other Benefits . To the extent not theretofore paid or provided, and without duplication of any other

benefits hereunder, the Company shall timely pay or provide to the Employee such other amounts or

benefits as are required to be paid or provided, or that the Employee is eligible to receive, under any

written plan, program, policy or contract or agreement of Plexus (collectively, “ Other Benefits ”).

5.5. Code Section 280G. Notwithstanding any provision of this Agreement to the contrary, in the event

that you become entitled to receive payments or benefits under this Agreement or under any other

plan, agreement or arrangement with the Company (all such payments and benefits being referred

to herein as the “Total Payments”) and it is determined that any of the Total Payments will be

subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the

“Excise Tax”), the Company shall pay you either (i) the full amount of the Total Payments or (ii) an

amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any

portion of the Total Payments from being an “excess parachute payment” (within the meaning of

Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the

receipt by you, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that

all or some portion of the Total Payments may be subject to the Excise Tax.

5.6. No Duplication of Benefits . Notwithstanding Section 5.4, this Agreement supersedes and terminates

the Employee’s right to any severance benefits otherwise due to the Employee upon a Qualifying

Termination under any other plan or policy of the Company or any written employment agreement

between the Employee and the Company.


6.	Company’s Obligations Upon a Nonqualifying Separation . In the event of the Employee’s Nonqualifying Separation:

6.1. Accrued Obligations . The Company shall pay to the Employee the Accrued Obligations in cash within

30 days after the Separation Date.

6.2 Other Benefits . The Company shall timely pay or provide to the Employee the Other Benefits.

Six-Month Suspension. If the Company determines that the Employee is a Specified Employee as of the Separation Date, then any payment required by Sections 5.2, 5.4 and 6.2 shall be made on the Company’s first regular payroll date (the “ Six-Month Date ”) on or after the six-month anniversary of the Separation Date, and any payment required by Section 5.5 shall be made on the later of the Six-Month Date or the date such payment would be made without regard to this Section 7.


8.	Governing Law.

8.1. This Agreement shall be governed by and construed in accordance with the laws of the State of

Wisconsin, without reference to principles of conflict of laws.

8.2. The jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise

relating to, the Agreement shall be exclusively in the courts in the State of Wisconsin, including the

Federal Courts located therein or responsible therefore (should Federal jurisdiction exist).


9.	Miscellaneous

Additional terms of this Agreement are set forth in Schedule B.

IN WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the Effective Date.

PLEXUS CORP.

Angelo M. Ninivaggi

Sr VP, Chief Administrative Officer,

General Counsel, and Secretary

EMPLOYEE:

By:__________________________

Name:________________________

Title:_________________________

SCHEDULE A

Defined Terms

Terms not otherwise defined in the main body of the Agreement shall have the meanings set forth below and in Exhibit 1.

“Accrued Obligations” means:


(a)	the Employee’s Annual Base Salary through the Separation Date to the extent not theretofore paid;


(b)	the Employee’s VICP bonus for any performance period ending before the Separation Date, to the extent not theretofore paid; and


(c)	the Employee’s accrued but unpaid vacation pay.

“Annual Base Salary” means the Employee’s annual base salary immediately before the Separation Date or immediately before the Change in Control, whichever is greater.

“Cause” means:

(a)

The willful and continued failure of the Employee to perform substantially the Employee’s duties with Plexus (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Board, the Chief Executive Officer of the Company, or the President of the Company that specifically identifies the manner in which the Board, the Chief Executive Officer, or the President believes that the Employee has not substantially performed the Employee’s duties, and after the Employee has been given at least 30 days in which to cure such failure; or

(b)

The willful engaging by the Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

The cessation of employment of the Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in paragraph (a) or (b) above, and specifying the particulars thereof in detail.

“Change in Control” means the first to occur of any of the following events, but only to the extent that such event is described in Section 409A(a)(2)(A)(v) of the Code:

(a)

any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company, but not including persons or groups solely because they purchase stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired within the 12-month period ending on the date of the most recent acquisition by such person or group) securities of the Company representing 30 percent or more of the combined voting power of the Company’s then outstanding securities;


(b)	during any period of 12 months (not including any period prior to the execution of this Agreement), a majority of members of the Board are replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c)

any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company, but not including persons or groups solely because they purchase stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the combined voting power of the stock of the Company but only if such person or group did not own more than 50 percent of the combined voting power of the stock of the Company prior to such acquisition; or

(d)

any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including persons or groups solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value of more than 50 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all outstanding stock of the Company, or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above.

Notwithstanding the foregoing, unless a majority of the incumbent Board determines otherwise, no Change in Control shall be deemed to have occurred with respect to the Employee if the Change in Control results from actions or events in which he is a participant in a capacity other than solely as an officer, employee or member of the Board.

“Change in Control Date” means the effective date of a Change in Control.

“Change in Control Period” means the 24-month period commencing on the Change in Control Date; provided, however, that if the Employee’s employment with the Company is terminated prior to the date on which a Change in Control occurs, and if it is reasonably demonstrated by the Employee that such termination (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (y) otherwise arose in connection with or anticipation of a Change in Control, then the Change in Control Period shall include the period beginning on the date immediately prior to the date of such termination and ending immediately prior to the effective date of the Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended, and as interpreted by the regulations promulgated thereunder.

“Disability” means the absence of the Employee from the Employee’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld).

“Good Reason” means the occurrence of any of the following:

(a)

the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control Date, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated,

insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee;


(b)	a failure by the Company (other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee) to pay or provide any one or more of the following:


(1)	base salary at a rate not less than the rate in effect immediately prior to the Change in Control Date;


(2)	participation in any bonus plan sponsored by Plexus, on a basis consistent with that of other comparable employees;

(3)

benefits under welfare plans, practices, policies, and programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of Plexus, but in no event providing benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies, and programs provided generally at any time after the Change in Control Date to other peer executives of Plexus;

(4)

participation in all fringe benefits, deferred compensation programs, expense reimbursement programs, vacation, company car or car allowance, as applicable (if the Employee was receiving such benefit prior to the Change in Control Date), incentive, savings and retirement plans (including the Company’s 401(k) plan and Employee Stock Purchase Plan), practices, policies, and programs applicable generally to other peer executives of Plexus, but in no event providing benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies, and programs provided generally at any time after the Change in Control Date to other peer executives of Plexus; and


(5)	a continuation of annual stock-based awards (or other types of long-term incentive compensation) with a value no less than the value of the last stock-based award received by the Employee immediately before the Change in Control Date;


(c)	the Company’s requiring the Employee to be based at any office or location that is 45 miles or more from the office or location where the Employee is based immediately before the Change in Control Date, or the Company’s requiring the Employee to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date; or


(d)	any failure by the Company to comply with and satisfy Section C.1(c) of Schedule B of this Agreement.

For purposes of this definition, any good faith determination of “Good Reason” made by the Employee shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Employee for any reason during the 30-day period commencing on the first anniversary of the Change in Control Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement.

“Initial Term Date” means the date set forth on Exhibit 1.

“Plexus” means the Company and any corporation, partnership, division, joint venture, or other organization which, together with the Company, would be treated as a single employer under Section 414(b) or (c) of the Code if a 50 percent ownership level were substituted for an 80 percent ownership level for purposes of applying such section.

“Retirement Differential” means the maximum amount of annual Company contributions and credits (including matching contributions and credits, but excluding bonuses under the Company’s Variable Incentive Compensation

Plan (or any successor short-term incentive plan)) for a full plan year under all of the Company’s qualified or nonqualified retirement plans that are account balance plans.

For purposes of this definition, (x) the Employee shall be deemed to be fully vested, (y) it shall be assumed that Employee’s total annual cash compensation and total targeted cash compensation is equal to Employee’s total target cash compensation as in effect immediately before the Separation Date, and (z) for purposes of determining the maximum amount of Company matching contributions or credits it shall be assumed that the Employee elects to maximize elective deferrals to such plan.

“Separation Date” means the date of the Employee’s Separation from Service.

“Separation from Service” means the Employee’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with Employer, as determined by the Company in accordance with Treas. Reg. § 1.409A-1(h)(1). Unless the context clearly requires otherwise, the phrases “terminates employment,” “termination of employment,” and similar phrases refer to the Employee’s Separation from Service.

“Separation Multiplier” as of the Effective Date has the meaning set forth in Exhibit 1. The Company shall notify the Employee prior to the beginning of each fiscal year of the Company that begins after the Effective Date (for as long as the Agreement remains in effect), the Separation Multiplier applicable for such fiscal year. The Separation Multiplier applicable to the Employee during a fiscal year of the Company shall not be reduced with respect to such fiscal year without the Employee’s written consent after the Employee receives notice from the Company of such Separation Multiplier. In the event of a Change in Control, the Separation Multiplier applicable to the Employee at the time of the Change in Control shall not be reduced during the Change in Control Period without the Employee’s written consent.

“Separation Year” means the Company’s taxable year that includes the Separation Date.

“Specified Employee” has the meaning prescribed by Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with Treas. Reg. § 1.409A-1(i).

“Target Bonus” means 50% of the Employee’s annual bonus at full opportunity under the Plexus Corp. Variable Incentive Compensation Plan or successor short-term incentive plan.

SCHEDULE B

Miscellaneous Terms

B.1 Successors.


(a)	Without the prior written consent of the Company this Agreement shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.


(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


(c)	The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

B.2

Notice. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party, or by email (with confirmed receipt), or by registered or certified mail, return receipt requested, postage prepaid, addressed as set forth in Exhibit 1. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic signature (.pdf) and upon such delivery the facsimile or electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other Party.


B.3	Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.


B.4	Schedules. The Schedules to this Agreement constitute a part of this Agreement.

B.5

Entire Agreement. This Agreement sets forth the entire understanding between the Company and the Employee concerning the Employee’s benefits in the event of his Qualifying Termination and supersedes and terminates any previous agreements concerning such subject matter including, without limitation, the Plexus Change in Control Agreement previously entered into between the Company and the Employee.


B.6	Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives.


B.7	Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.


B.8	Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

B.9

No Waiver. The Employee’s or the Company’s failure to insist upon strict compliance with any provision hereof, or any other provision of this Agreement, or the failure to assert any right the Employee or the Company may have hereunder, including, without limitation, the right of the Employee to terminate employment for Good Reason pursuant to Section 5 of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.


B.10	Nature of Employment. The Employee and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Employee and the Company, the employment of the Employee by the Company is “at will.”

B.11

Section 409A. This Agreement shall be interpreted and administered in accordance with Section 409A of the Code. If the Employee or the Company determines that any provision of the Agreement is or might be inconsistent with the requirements of Section 409A, the parties shall attempt in good faith to agree on such amendments to the Agreement as may be necessary or appropriate to avoid adverse tax consequences to the Employee under Section 409A of the Code. No provision of the Agreement shall be interpreted to transfer any liability for failure to comply with Section 409A from the Employee or any other individual to the Company.

EXHIBIT 1

Individual Terms


EX.1	“Effective Date” means «DATE».


EX.2	“Initial Term Date” means the last day of the Company’s «YEAR» fiscal year.


EX.3	“Employee” means «EMPLOYEE NAME».


EX.4	“Separation Multiplier” (as of the Effective Date) means «# of years».


EX.5	Addresses for Notices:

If to the Employee:

«Address»

«City», «State» «Zip»

If to the Company:

Plexus Corp.

Attention: Sr VP, Chief Administrative Officer, General Counsel, and Secretary

One Plexus Way

P.O. Box 156

Neenah, Wisconsin 54957-0156

Exhibit 10.5(a)

PLEXUS CORP.

Annual Board of Directors and Committee Compensation

BOARD MEMBERS AND BOARD LEADERSHIP

Board Member Retainer (all directors) $ 65,000.00 USD

Lead Director Fee $ 20,000.00 USD

COMMITTEE MEMBERS

AUDIT COMMITTEE

COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE (“COMPENSATION COMMITTEE”)

NOMINATING & CORPORATE GOVERNANCE COMMITTEE (“NOMINATING COMMITTEE”)

Audit Committee Chairperson Retainer $ 15,000.00 USD

Audit Committee Member Retainer $ 12,000.00 USD

Compensation Committee Chairperson Retainer $ 12,500.00 USD

Compensation Committee Member Retainer $ 9,000.00 USD

Nominating Committee Chairperson Retainer $ 10,000.00 USD

Nominating Committee Member Retainer $ 5,250.00 USD

DIRECTOR EQUITY COMPENSATION

Board members will receive equity compensation as approved and in accordance with Plexus' equity compensation plans. Equity compensation awarded to Plexus directors is disclosed in Plexus’ proxy statement for its annual meeting of shareholders.

EDUCATIONAL EXPENSE REIMBURSEMENT

Plexus will reimburse each director for the out-of-pocket cost associated with one educational seminar per year that is designed to educate directors on their obligations as directors, best practices in corporate governance, or the skills necessary to be more effective directors. Approved educational expenses will be reported to the Nominating Committee bi-annually.

TRAVEL EXPENSE REIMBURSEMENT

All directors will receive reimbursement for reasonable out-of-pocket travel expenses (e.g. airfare, hotel, rental car and meals) incurred in connection with meetings and educational seminars upon providing receipts.

RETAINER AND REIMBURSEMENT POLICY

All retainers and expense reimbursements are typically paid by Plexus quarterly at the time of quarterly Board meetings.

E XHIBIT 10.8(a)

Amended and restated as of November 13, 2012

(as further amended effective August 13,2014)

PLEXUS CORP.

2008 LONG-TERM INCENTIVE PLAN

1. Introduction .

(a)

Purposes . The purposes of the 2008 Long-Term Incentive Plan are to provide a means to attract and retain talented personnel and to provide to participating directors, officers and other key employees long-term incentives for high levels of performance and for successful efforts to improve the financial performance of the corporation. These purposes may be achieved through the grant of options to purchase Common Stock of Plexus Corp., the grant of Stock Appreciation Rights, the grant of Restricted Stock, the grant of Performance Stock Awards, the grant of Unrestricted Stock Awards and the grant of Cash Incentive Awards, as described below.

(b)

Effect on Prior Plans . If the 2008 Plan is approved by shareholders, the Plexus Corp. 2005 Equity Incentive Plan (the “2005 Plan”) will only be used to make grants to employees covered by the approved sub-plan for United Kingdom employees which has been established under the 2005 Plan. If and when a sub-plan for United Kingdom employees under the 2008 Plan is approved, no further awards will be granted under the Plexus Corp. 2005 Plan. Awards granted previously under the 2005 Plan will remain in effect until they have been exercised or have expired. The awards shall be administered in accordance with their terms and the 2005 Plan.

2. Definitions .


(a)	“1934 Act” means the Securities Exchange Act of 1934, as it may be amended from time to time.


(b)	“Award” means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock grant, Performance Stock Award, Unrestricted Stock Award or Cash Incentive Award, as appropriate.


(c)	“Award Agreement” means the agreement between the Corporation and the Grantee specifying the terms and conditions as described thereunder.


(d)	“Board” means the Board of Directors of Plexus Corp.


(e)	“Cash Incentive Award” means a cash incentive award under Article 17 of the Plan.


(f)	“Cause” means a violation of the Corporation's Code of Conduct and Business Ethics, or substantial and continued failure of the employee to perform, which results in, or was intended to result in (i) demonstrable injury to the Corporation, monetary or otherwise or (ii) gain to, or enrichment of, the Grantee at the Corporation’s expense.

(g)

“Change in Control” means an event which shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Common Stock, and/or any other class of stock of the Corporation then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than 50% of the voting power of all of the then outstanding shares of all such classes of stock of the Corporation so entitled to vote. For purposes of the preceding sentence, “person, entity or group” shall not include (i) any employee benefit plan of the Corporation, or (ii) any person, entity or group which, as of the Effective Date of this Plan, is the beneficial owner of such number of shares of Common Stock and/or such other class of stock of the Corporation as together possess 5% of such voting power; and for these purposes “group” shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act.


(h)	“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.


(i)	“Committee” means the committee described in Article 4 or the person or persons to whom the committee has delegated its power and responsibilities under Article 4.


(j)	“Common Stock” or “Stock” means the common stock of the Corporation having a par value of $.01 per share.


(k)	“Corporation” means Plexus Corp., a Wisconsin corporation.


(l)	“Fair Market Value” means for purposes of the Plan an amount deemed to be equal to the mean between the highest and lowest sale prices of Common Stock traded on such date for sales made and reported through the National Market System of the National Association of Securities Dealers or such national stock exchange on

which such Stock may then be listed and which constitutes the principal market for such Stock, or, if no sales of Stock shall have been reported with respect to that date, on the next preceding date with respect to which sales were reported; provided that for Stock Appreciation Rights exercised on or after August 13, 2014, the trading price of the Stock at the time of SAR exercise shall be used to determine "Fair Market Value" on the exercise date. Notwithstanding the foregoing, the Committee may determine to base the determination of Fair Market Value on an average of trading days, but only if the requirements for the use of such method is permitted by Section 409A of the Code.


(m)	“Grant Date” means the date on which an Award is deemed granted, which shall be the date on which the Committee authorizes the Award or such later date as the Committee shall determine in its sole discretion.


(n)	“Grantee” means an individual who has been granted an Award.


(o)	“Incentive Stock Option” means an option that is intended to meet the requirements of Section 422 of the Code and regulations thereunder.


(p)	“Non-Qualified Stock Option” means an option other than an Incentive Stock Option.


(q)	“Option” means an Incentive Stock Option or Non-Qualified Stock Option, as appropriate.

(r)

“Performance Goal” means a performance goal established by the Committee prior to the grant of any Award that is based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on capital employed (ROCE), revenue, sales, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBIDTA), expense ratio, increase in stock price, return on invested capital (ROIC), total shareholder return, shareholder value added (or a derivative thereof), free cash flow, operating cash flow, working capital, cash cycle days, expenses, cost reduction, market share, debt reduction and customer satisfaction. Such performance goals may be based solely by reference to the Corporation’s performance or the performance of an affiliate, division, business segment or business unit of the Corporation or any of its subsidiaries, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. In measuring the degree of attainment of a Performance Goal, Extraordinary Charges shall be disregarded except as otherwise determined by the Committee in its discretion or as otherwise provided in an Award Agreement. “Extraordinary Charges” means charges caused by any one of the following events creating negative adjustments to the attainment of a performance metric: (i) restructurings, discontinued operations, impairment of goodwill or long-lived assets, follow on stock offerings, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Corporation or not within the reasonable control of the Corporation's management, (iii) the cumulative effects of tax or accounting changes in accordance with generally accepted accounting principles, (iv) changes in tax regulations or laws, or (v) the effect of a merger or acquisition.


(s)	“Performance Stock Award” means an Award under Article 16 of the Plan that is conditioned upon the satisfaction of pre-established Performance Goals.


(t)	“Plan” means the Plexus Corp. 2008 Long-Term Incentive Plan as set forth herein, as it may be amended from time to time.


(u)	“Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending or superseding such regulation.

(v)

“Restricted Stock” means shares or units of Common Stock which are subject to restrictions established by the Committee. Restricted Stock Awards may consist of shares issued subject to forfeiture if specified conditions are not satisfied (“Restricted Stock Shares”) or agreements to issue shares of Common Stock in the future if specified conditions are satisfied (“Restricted Stock Units”).

(w)

“Stock Appreciation Right” or “SAR” means the right to receive cash or shares of Common Stock in an amount equal to the excess of the Fair Market Value of one share of Common Stock on the date the SAR is exercised over (1) the Fair Market Value of one share of Common Stock on the Grant Date (the “exercise price”) or (2) if the SAR is related to an Option, the purchase price of a share of Common Stock specified in the related Option. An SAR settled in cash may be referred to as a “Cash Settled Stock Appreciation Right” and an SAR settled in stock may be referred to as a “Stock Settled Stock Appreciation Right.”


(x)	“Deferred Stock Unit” means an agreement to issue an unrestricted share of Common Stock at a time determined in accordance with the Grantee’s election and the terms of the Director Deferred Compensation Plan.


(y)	“Director Deferred Compensation Plan” means the Plexus Corp. Non-Employee Directors Deferred Compensation Plan.


(z)	“Unrestricted Stock Award” means an Award described in Article 16A.

3. Shares Subject to Award .

Subject to adjustment as provided in Article 19 hereunder, the number of shares of Common Stock of the Corporation that may be issued under the Plan shall not exceed five million five hundred thousand (5,500,000) shares (the "Share Limit"), all of which may be issued in the form of Incentive Stock Options. No Plan Participant may receive Awards for more than 1,000,000 Shares in any calendar year. Shares issued under the Plan may come from authorized but unissued shares, from treasury shares held by the Corporation, from shares purchased by the Corporation or an independent agent in the open market for such purpose, or from any combination of the foregoing. The Share Limit shall be subject to the following rules and adjustments:


(a)	If an SAR is exercised pursuant to Article VI, only the number of shares of Common Stock issued upon exercise shall be counted against the Share Limit (not the number of shares subject to the SAR).


(b)	If any Award granted under this Plan is canceled, terminates, expires, or lapses for any reason, any shares subject to such Award again shall be available for the grant of an Award under the Plan. Any Awards or portions thereof that are settled in cash and not in shares of Common Stock shall not be counted against the foregoing Share Limit.

(c)

Following the approval of the 2008 Plan by shareholders, the 2005 Plan may be used to make grants to employees covered by the approved sub-plan for United Kingdom employees under the 2005 Plan. Any shares of Common Stock subject to options which are granted to United Kingdom employees after the 2008 Plan has been approved by shareholders shall be counted against the 2008 Plan Share Limit as one share for every one share subject thereto.

4. Administration of the Plan .

For purposes of the power to grant Awards to directors, the Committee shall consist of the entire Board. For other Plan purposes, the Plan shall be administered by the Compensation and Leadership Development Committee of the Board, or any other committee the Board may subsequently appoint to administer the Plan, as herein described. The Committee shall have full and final authority, in its discretion, but subject to the express provisions of the Plan to:


(a)	grant Awards, to determine the terms of each Award, the individuals to whom, the number of shares subject to, and the time or times at which, Awards shall be granted;


(b)	interpret the Plan;


(c)	prescribe, amend and rescind rules and regulations relating to the Plan;


(d)	determine the terms and provisions of the respective agreements (which need not be identical) by which Awards shall be evidenced;


(e)	make all other determinations deemed necessary or advisable for the administration of the Plan;


(f)	require withholding from or payment by a Grantee of any federal, state or local taxes;


(g)	impose, on any Grantee, such additional conditions, restrictions and limitations upon exercise and retention of Awards as the Committee shall deem appropriate;


(h)	treat any Grantee who retires as a continuing employee for purposes of the Plan; and


(i)	modify, extend or renew any Award previously granted; provided, however, that this provision shall not provide authority to reprice Awards to a lower exercise price.

Any action of the Committee with respect to the administration of the Plan shall be taken pursuant to a majority vote or by the unanimous written consent of its members. The Committee may delegate all or any part of its responsibilities and powers to any executive officer or officers of the Corporation selected by it. Any such delegation may be revoked by the Board or by the Committee at any time.

5. Option Participation .

Options may be granted to directors, officers and key employees of the Corporation and any of its subsidiaries. In selecting the individuals to whom Options shall be granted, as well as in determining the number of Options granted, the Committee shall take into consideration such factors as it deems relevant pursuant to accomplishing the purposes of the Plan. A Grantee may, if otherwise eligible, be granted an additional Option or Options if the Committee shall so determine.

6. Granting of Options .

The officers of the Corporation are authorized and directed, upon receipt of notice from the Committee of the granting of an Option, to deliver on behalf of the Corporation, by mail or otherwise, to the Grantee an Option upon the terms and conditions specified under the Plan and in the form of the Award Agreement. The Award Agreement shall be dated as of the date of approval of the granting of an Option by the Committee. If the Grantee fails to accept the Award within 30 days after the date of its delivery to Grantee, the Option grant may be deemed withdrawn.

Where an Option has been granted under the provisions of the HM Revenue & Customs Approved Rules for UK Employees (the “Sub-Plan”) and the number of shares of Common Stock subject to that Option is limited by virtue of Rule 17 of the Sub-Plan, there shall be deemed to have been granted a separate Option (for the avoidance of doubt, not granted under the provisions of the Sub-Plan) on the same date and time and under the same terms for the number of shares of Common Stock in excess of the limit set out in Rule 17 of the Sub-Plan.

7. Option Exercise Price .

The purchase price of the Common Stock covered by each Option shall be not less than the Fair Market Value of such Stock on the Grant Date. Such price shall be subject to adjustment as provided in Article 19 hereof.

8. Option Designation .

At the time of the grant of each Option, the Committee shall designate the Option as (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option, as described in Sections (a) and (b) below, respectively.

(a)

Incentive Stock Options : Any Option designated as an Incentive Stock Option shall comply with the requirements of Section 422 of the Code, including the requirement that incentive stock options may only be granted to individuals who are employed by the Corporation, a parent or a subsidiary corporation of the Corporation. If an Option is so designated, the Fair Market Value (determined as of the Grant Date) of the shares of Stock with respect to which that and any other Incentive Stock Option first becomes exercisable during any calendar year under this Plan or any other stock option plan of the Corporation or its affiliates shall not exceed $100,000; provided, however, that the time or times of exercise of an Incentive Stock Option may be accelerated pursuant to Article 12, 13 or 19 hereof, terms of the Plan and, in the event of such acceleration, such Incentive Stock Option shall be treated as a Non-Qualified Option to the extent that the aggregate Fair Market Value (determined as of the Grant Date) of the shares of stock with respect to which such Option first becomes exercisable in the calendar year (including Options under this Plan and any other Plan of the corporation or its affiliates) exceeds $100,000, the extent of such excess to be determined by the Committee taking into account the order in which the Options were granted, or such other factors as may be consistent with the requirements of Section 422 of the Code and rules promulgated thereunder. Furthermore, no Incentive Stock Option shall be granted to any individual who, immediately before the Option is granted, directly or indirectly owns (within the meaning of Section 425(d) of the Code, as amended) shares representing more than 10% of the total combined voting power of all classes of stock of the Corporation or its subsidiaries, unless, at the time the option is granted, and in accordance with the provisions of Section 422, the option exercise price is 110% of the Fair Market Value of shares of Stock subject to the Option and the Option must be exercised within 5 years of the Grant Date.


(b)	Non-Qualified Stock Options : All Options not subject to or in conformance with the additional restrictions required to satisfy Section 422 shall be designated Non-Qualified Stock Options.

9. Stock Appreciation Rights .

The Committee may, in its discretion, grant SARs to directors, officers and key employees of the Corporation and any of its subsidiaries. If any unexercised SAR for any reason terminates or expires in whole or in part prior to termination of the Plan, such unexercised SARs shall become available for granting under the Plan. The Committee may grant SARs at any time and from time to time to any Grantee, designate such SARs as related to Options then being granted or granted within six months prior to the Grant Date of the SAR, and set such terms and conditions upon the exercise of the SARs as it may determine in its discretion, provided that the written agreement evidencing such SARs shall comply with and be subject to the following terms and conditions:


(a)	No SAR granted hereunder shall be exercisable until the expiration of six months from the Grant Date of the SAR unless the Grantee terminates employment by reason of death or disability prior to the expiration of such six-month period.


(b)	A Grantee’s right to exercise an SAR shall terminate when the Grantee is no longer an employee of the Corporation or any of its subsidiaries unless such right is extended as provided under Article 13 hereunder.

(c)

In the event adjustments are made to the number of shares, exercise price, or time or times of exercise of outstanding Options upon the occurrence of an event described in Article 19 hereunder, appropriate adjustments shall be made in the number of SARs available for future grant, the number of SARs under existing grants, the exercise price of the existing SARs, and the time or times of exercise of such SARs.


(d)	Unless the written agreement expressly provides otherwise, if and to the extent an SAR is granted in relation to an Option, exercise of the SAR or Option shall result in the extinguishment of the related right to the extent such SAR or Option for shares is exercised.


(e)	Unless the written agreement expressly provides otherwise, any SARs granted shall be exercisable in accordance with Article 12.

(f)

Upon the exercise of SARs, the Grantee shall be entitled to receive an amount determined by multiplying (1) the difference obtained by subtracting the Fair Market Value of the share of Common Stock as of the Grant Date of the SAR or, in the case of a SAR which is related to an Option, the purchase price per share of Common Stock under such Option, from the Fair Market Value of a share of Common Stock on the date of exercise, by (2) the number of SARs exercised. At the discretion of the Committee, the payment upon the exercise of the SARs may be in cash, in shares of Common Stock of equivalent value, or in some combination thereof. The number of available shares under Award shall not be affected by any cash payments.

10. Non-transferability of Options and SARs .

Any Option or SAR granted hereunder shall, by its terms, be non-transferable by a Grantee other than by will or the laws of descent and shall be exercisable during the Grantee’s lifetime solely by the Grantee or the Grantee’s duly appointed guardian or personal representative. Notwithstanding the foregoing, the Committee may permit a Grantee to transfer a Non-Qualified Stock Option or SAR to a family member or a trust or partnership for the benefit of a family member, in accordance with rules established by the Committee.

11. Substituted Options or SARs .

In the event the Committee cancels any Option or SAR granted under this Plan, and a new Option or SAR is substituted therefore, the Grant Date of the canceled Option or SAR (except to the extent inconsistent with the restrictions described in Article 8, if applicable) shall be the date used to determine the earliest date for exercising the new substituted Option under Article 12 hereunder so that the Grantee may exercise the substituted Option or SAR at the same time as if the Grantee had held the substituted Option or SAR since the Grant Date of the canceled Option. Except in connection with a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARS in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval. Nothing in this Section 11 shall provide authority to substitute Awards in a manner which will have the effect of repricing Awards to a lower exercise price.

12. Vesting of Options and SARs .

The Committee shall have the power to set the time or times within which each Option and SAR shall be exercisable, and to accelerate the time or times of exercise. If an SAR is related to an Option, the Grant Date of such SAR for purposes of this Article 12 shall be the Grant Date of the related Option. No Option or SAR may be exercised if in the opinion of counsel for the Corporation the issuance or sale of Stock or payment of cash by the Corporation, as appropriate, pursuant to such exercise shall be unlawful for any reason, nor after the expiration of 10 years from the Grant Date. In no event shall the Corporation be required to issue fractional shares upon the exercise of an Option.

13. Exercise Period for Options and SARs .

Unless otherwise provided herein or in a specific Option or SAR Agreement which may provide longer or shorter periods during which the Award may be exercised, no Option or SAR shall be exercisable after the earliest of:


(a)	in the case of an Incentive Stock Option:


(i)	10 years from the date the option is granted, or five years from the date the option is granted to an individual owning (after the application of the family and other attribution rules of Section 424(d) of the Code) at the time such option was granted, more than 10% of the total combined voting power of all classes of stock of the Corporation,


(ii)	three months after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for any reason other than death, disability (within the meaning of Code Section 22(e)(3)), retirement or Cause,

(iii)

three years after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is by reason of the Grantee’s death, disability (within the meaning of Code Section 22(e)(3)) or retirement in accordance with normal Corporation retirement practices, as determined by the Committee in its sole discretion (provided that such Option must be exercised within the time period prescribed by Section 422 of the Code to be treated as an Incentive Stock Option); or


(iv)	the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for Cause, as determined by the Corporation or the Committee in its sole discretion;


(b)	in the case of a Nonqualified Stock Option:


(i)	ten (10) years from the date of grant,


(ii)	ninety days after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for any reason other than death, permanent disability, retirement or Cause,


(iii)	three years after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is by reason of the Grantee’s death, permanent disability or retirement in accordance with normal Corporation retirement practices, as determined by the Committee in its sole discretion; or


(iv)	the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for Cause, as determined by the Corporation or the Committee in its sole discretion;


(c)	in the case of an SAR:


(i)	seven (7) years from the date of grant,


(ii)	ninety days after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for any reason other than death, permanent disability, retirement or Cause,


(iii)	one year after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is by reason of death or permanent disability,


(iv)	three years after the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is by reason of the Grantee’s retirement in accordance with normal Corporation retirement practices, as determined by the Committee in its sole discretion; or


(v)	the date the Grantee ceases to perform services for the Corporation or its subsidiaries, if such cessation is for Cause, as determined by the Corporation or the Committee in its sole discretion;

provided, that, unless otherwise provided in a specific grant agreement or determined by the Committee, an Option or SAR shall only be exercisable for the periods above following the date an optionee ceases to perform services to the extent the option was exercisable on the date of such cessation. Notwithstanding the foregoing, no Option or SAR shall be exercisable after the date of expiration of its term.

14. Method of Exercise .

To the extent that the right to purchase shares pursuant to an Option or to exercise an SAR has accrued hereunder, such Option or SAR may be exercised as follows:

(a)

Options : Options may be exercised in whole or in part from time to time as specified in the Option agreement. The exercise notice shall state the number of shares being purchased and be accompanied by the payment in full of the exercise price for such shares. Such payment shall be made in cash, outstanding shares of the Common Stock which the Grantee, the Grantee’s spouse or both have beneficially owned for at least six months

prior to the time of exercise, or in combinations thereof. If shares of Common Stock are used in part or full payment for the shares to be acquired upon exercise of the Option, such shares shall be valued for the purpose of such exchange as of the date of exercise of the Option at the Fair Market Value of the shares.


(b)	SARs : SARs may be exercised in whole or in part from time to time as specified in the SAR agreement.

15. Restricted Stock Awards .

The Committee may, in its discretion, grant Restricted Stock to directors, officers and key employees of the Corporation and any of its subsidiaries. Restricted Stock Awards may consist of shares issued subject to forfeiture if specified conditions are not satisfied (“Restricted Stock Shares”) or agreements to issue shares of Common Stock in the future if specified conditions are satisfied (“Restricted Stock Units”). The Committee may condition the grant of Restricted Stock upon the attainment of Performance Goals so that the grant qualifies as “performance-based compensation” within the meaning of Section 162(m) of the Code. The Committee may also condition the grant of Restricted Stock upon such other conditions, restrictions and contingencies as the Committee may determine. The provisions of Restricted Stock Awards need not be the same with respect to each recipient. Restricted Stock Awards shall be subject to the following terms and conditions:


(a)	Each Restricted Stock Award shall be confirmed by, and be subject to the terms of, an Award Agreement identifying the restrictions applicable to the Award.


(b)	Until the applicable restrictions lapse or the conditions are satisfied, the Grantee shall not be permitted to sell, assign, transfer, pledge or otherwise encumber the Restricted Stock Award.


(c)	Except to the extent otherwise provided in the applicable Award Agreement and (d) below, the portion of the Restricted Stock Award still subject to restriction shall be forfeited by the Grantee upon termination of the Grantee’s service for any reason.


(d)	In the event of hardship or other special circumstances of a Grantee whose service is terminated (other than for Cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Grantee’s Restricted Stock Award.


(e)	If and when the applicable restrictions lapse, unrestricted shares of Common Stock shall be issued to the Grantee.


(f)	A Grantee receiving an Award of Restricted Stock Shares shall have all of the rights of a shareholder of the Corporation, including the right to vote the shares and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be paid in cash and dividends payable in stock shall be paid in the form of additional Restricted Stock Shares.


(g)	A Grantee receiving an Award of Restricted Stock Units shall not be deemed the holder of any shares covered by the Award, or have any rights as a shareholder with respect thereto, until such shares are issued to him/her.

Notwithstanding the foregoing, to the extent permitted by the Committee in its discretion and in accordance with Section 409A of the Code, a Grantee who is a non-employee director of the Corporation may elect, pursuant to a valid election under the Director Deferred Compensation Plan, to defer the settlement of any Restricted Stock Units. During the period of any resulting deferral, the Award shall be treated as an Award of Deferred Stock Units subject to the provisions of Section 16A(b).

16. Performance Stock Awards.

The Committee may grant Performance Stock Awards either alone or in addition to other Awards granted under the Plan. The Committee anticipates that the Performance Stock Awards will be subject to both a performance condition and a condition related to the Grantee's continued employment. The Committee shall determine the eligible employees to whom and the time or times at which Performance Stock Awards will be made, the number of shares subject to the Award, the time or times within which such Awards will be subject to forfeiture and any other terms and conditions of the Awards. Performance Stock Awards shall be subject to the following terms and conditions:

(a)

The Performance Stock Awards will be conditioned upon the attainment of one or more preestablished, objective corporate Performance Goals so that the Award qualifies as “performance-based compensation” within the meaning of Section 162(m) of the Code. Performance Goals shall be based on one or more business criteria that apply to the individual, a business unit, or the Corporation as a whole. It is intended that any Performance Goal will be in a form that relates the Performance Stock Award to an increase in the value of the Corporation to its shareholders.


(b)	Performance Goals shall be established in writing by the Committee not later than 90 days after the commencement of the period of service to which the Performance Goal relates. The preestablished Performance Goal must state, in terms of an objective formula or standard, the method for computing the number of shares earned or subject to further vesting conditions if the goal is attained.


(c)	Following the close of the performance period, the Committee shall determine whether the Performance Goal was achieved, in whole or in part, and determine the number of shares earned or subject to further vesting conditions.


(d)	The Performance Stock Awards may be conditioned upon such other conditions, restrictions and contingencies as the Committee may determine, including the Grantee's continued employment. The provisions of Performance Stock Awards need not be the same with respect to each recipient.


(e)	Until all conditions for a Performance Stock Award have been satisfied, the Grantee shall not be permitted to sell, assign, transfer, pledge or otherwise encumber the Award.


(f)	Except to the extent otherwise provided by the Committee and (g) below, the portion of the Award still subject to restriction shall be forfeited by the Grantee upon termination of a Grantee’s service for any reason.


(g)	In the event of hardship or other special circumstances of a Grantee whose employment is terminated (other than for Cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Grantee’s Performance Stock Award.


(h)	If and when the applicable restrictions lapse, unrestricted shares of Common Stock for such shares shall be issued to the Grantee.

A Grantee receiving a Performance Stock Award shall not be deemed the holder of any shares covered by the Award, or have any rights as a shareholder with respect thereto, until such shares are issued to him/her following the lapse of the applicable restrictions.

16A. Unrestricted Stock Awards .


(a)	The Committee may grant Unrestricted Stock Awards, either alone or in addition to other Awards granted under the Plan. Except as otherwise provided in Section 16A(b), an Unrestricted Stock Award shall consist of unrestricted shares of Common Stock.

(b)

To the extent permitted by the Committee in its discretion and in accordance with Section 409A of the Code, a Grantee who is a non-employee director of the Corporation may elect to defer receipt of the Stock covered by an Unrestricted Stock Award pursuant to a valid election under the Director Deferred Compensation Plan, in which event such Grantee’s Award shall consist of Deferred Stock Units. A Grantee receiving an Award of Deferred Stock Units shall not be deemed the holder of any Shares covered by the Award, or have any rights as a shareholder with respect thereto, until such Shares are issued to him/her in payment of such Deferred Stock Units. The timing of the issuance of such Shares, and the timing of payment of any dividends payable with respect to the Shares underlying the Deferred Stock Units, shall be determined in accordance with the terms of the Director Deferred Compensation Plan and the Grantee’s election thereunder.


(c)	Unrestricted Stock Awards shall be evidenced in such manner as the Committee shall determine.

17. Cash Incentive Awards .

The Committee may establish Cash Incentive Awards either alone or in addition to other Awards granted under the Plan. The Committee shall determine the employees to whom and the time or times at which Cash Incentive Awards shall be granted, and the conditions upon which such Awards will be paid. The maximum Cash Incentive Award payable to an employee in any fiscal year shall not exceed $4,000,000. Cash Incentive Awards shall be subject to the following terms and conditions:

(a)

A Cash Incentive Award under the Plan shall be paid solely on account of the attainment of one or more preestablished, objective Performance Goals. Performance Goals shall be based on one or more business criteria that apply to the individual, a business unit, or the Corporation as a whole. Performance Goals shall be established in writing by the Committee not later than 90 days after the commencement of the period of service to which the Performance Goal relates The pre-established Performance Goal must state, in terms of an objective formula or standard, the method for computing the amount of compensation payable to any employee if the goal is attained.


(b)	Following the close of the performance period, the Committee shall determine whether the Performance Goal was achieved, in whole or in part, and determine the amount payable to each employee.

This Plan does not limit the authority of the Corporation, the Board or the Committee, or any Subsidiary to award bonuses or authorize any other compensation to any person.

18. Withholding .

The Corporation shall have the power and the right to deduct or withhold, or require a Grantee to remit to the Corporation, an amount sufficient to satisfy Federal, state, and local taxes (including the Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising or as a result of this Plan. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock or the payment of Performance Stock Awards, Grantees may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Corporation withhold shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

19. Effect of Change in Stock Subject to Plan .

In the event of a reorganization, recapitalization, stock split, stock dividend, merger, consolidation, rights offering or like transaction, the Committee will make such adjustment in the number of and class of shares which may be delivered under the Plan, and in the number and class of and/or price of shares subject to outstanding Options, SARs, Restricted Stock, Performance Stock and Unrestricted Stock Awards granted under the Plan as it may deem to be equitable. While the Committee must make such an adjustment, the determination by the Committee as to what is equitable shall be at its discretion. Notwithstanding, in the event of the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, the adoption of any plan for the dissolution of the Corporation, or the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Committee may, subject to the approval of the Board of Directors of the Corporation, or the board of directors of any corporation assuming the obligations of the Corporation hereunder, take action regarding each outstanding and unexercised Option and SAR pursuant to either clause (a) or (b) below:

(a)

Appropriate provision may be made for the protection of such Option and SAR by the substitution on an equitable basis of appropriate shares of the surviving or related corporation, provided that the excess of the aggregate Fair Market Value of the shares subject to such Award immediately before such substitution over the exercise price thereof is not more than the excess of the aggregate fair market value of the substituted shares made subject to Award immediately after such substitution over the exercise price thereof; or

(b)

The Committee may cancel such Award. In the event any Option or SAR is canceled, the Corporation, or the corporation assuming the obligations of the Corporation hereunder, shall pay the Grantee an amount of cash (less normal withholding taxes) equal to the excess of the Fair Market Value per share of the Stock immediately preceding the cancellation over the exercise price, multiplied by the number of shares subject to such Option or SAR. In the event any other Award is canceled, the Corporation, or the corporation assuming the obligations of the Corporation hereunder, shall pay the Grantee an amount of cash or stock, as determined by the Committee, based upon the value, as determined by the Committee, of the property (including cash) received by the holder of a share of Common Stock as a result of such event. No payment shall be made to a Grantee for any Option or SAR if the exercise price for such Option or SAR exceeds the value, as determined by the Committee, of the property (including cash) received by the holder of a share of Common Stock as a result of such event.

Notwithstanding anything to the contrary, in the event a Change in Control should occur, all Options, SARs, Restricted Stock Shares and Restricted Stock Units then outstanding shall become immediately vested or exercisable upon the date of the Change in Control. Further, the Committee shall have the right to cancel such Options or SARs and pay the Grantee an amount determined under (b) above.

20. Liquidation .

Upon the complete liquidation of the Corporation, any unexercised Options and SARs theretofore granted under this Plan shall be deemed canceled.

21. No Employment or Retention Agreement Intended .

Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to create a contract of employment or service between any Grantee and the Corporation or its subsidiaries; nor does it give any Grantee the right to continued service in any capacity with the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge any Grantee at any time and without notice, with or without Cause, or to any benefits not specifically provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend or terminate any profit sharing or retirement plans.

22. Shareholder Rights .

Grantee shall not, by reason of any Options granted hereunder, have any right of a shareholder of the Corporation with respect to the shares covered by the Options until shares of Stock have been issued to Grantee.

23. Controlling Law .

The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan.

24. Indemnification .

In addition to such other rights of indemnification as they may have, the members of the Committee and other Corporation employees administering the Plan and the Board members shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member acted in bad faith in the performance of his duties; provided that within 20 days after institution of any such action, suit or proceeding, the member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same.

25. Use of Proceeds .

The proceeds from the sale of shares of Common Stock pursuant to Options granted under the Plan shall constitute general funds of the Corporation.

26. Amendment of the Plan .

The Board may from time to time amend, modify, suspend or terminate the Plan; provided, however, that no such action shall be made without shareholder approval where such change would be required in order to comply with Rule 16b-3 or the Code.

27. Effective Date of Plan .

The Plan shall become effective on the date it is approved by the shareholders of the Corporation (the “Effective Date”).

28. Termination of the Plan .

The Plan will expire ten (10) years after the Effective Date, solely with respect to the granting of Incentive Stock Options or such later date as may be permitted by the Code for Incentive Stock Options; provided, however, that the Plan shall terminate at such earlier time as the Board may determine. Any such termination, either partially or wholly, shall not affect any Awards then outstanding under the Plan.



Plexus Corp.		Exhibit 21
List of Subsidiaries of Plexus Corp.		Plexus Corp. 2014 Form 10-K


Entity Name	Incorporation Jurisdiction	Ownership
Plexus Aerospace, Defense and Security Services, LLC	USA - Wisconsin	Plexus Corp.
Plexus Asia, Ltd.	British Virgin Islands	Plexus International Services, Inc. and Plexus Corp. (UK) Limited
Plexus Corp. (UK) Limited	Scotland	Plexus Corp. Limited
Plexus Corp. Limited	Scotland	Plexus International Services, Inc.
Plexus Corp. Services (UK) Limited	Scotland	Plexus Asia, Ltd.
Plexus Deutschland GmbH	Germany	Plexus International Services, Inc.
Plexus Electronica S. de R.L. de C.V.	Mexico	Plexus Intl. Sales & Logistics, LLC and Plexus QS, LLC
Plexus (Hangzhou) Co., Ltd.	China	Plexus Asia, Ltd.
Plexus International Services, Inc.	USA - Nevada	Plexus Corp.
Plexus Intl. Sales & Logistics, LLC	USA - Delaware	Plexus Corp.
Plexus Management Services Corporation	USA - Nevada	Plexus Corp.
Plexus Manufacturing Sdn. Bhd.	Malaysia	Plexus Asia, Ltd.
Plexus QS, LLC	USA - Delaware	Plexus Corp.
Plexus Services RO S.R.L.	Romania	Plexus Corp. Services (UK) Limited and Plexus Asia, Ltd.
Plexus (Thailand) Co., Ltd.	Thailand	Plexus Asia, Ltd.
Plexus (Xiamen) Co., Ltd.	China	Plexus Asia, Ltd.
Plexus (Zhejiang) Co., Ltd.	China	Plexus Asia, Ltd.
PTL Information Technology Services Corp.	USA - Nevada	Plexus Corp.

Omits inactive and dormant subsidiaries.

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-4 (No. 333-48700) and Form S-8 (No.'s 333-76728, 333-125136 and 333-150967) of Plexus Corp. of our report dated November 17, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Milwaukee, WI

November 17, 2014

Exhibit 31.1

CERTIFICATION

I, Dean A. Foate, certify that:


1.	I have reviewed this annual report on Form 10-K of Plexus Corp.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 17, 2014




	/s/ Dean A. Foate
	Dean A. Foate
	Chairman, President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Patrick J. Jermain, certify that:


1.	I have reviewed this annual report on Form 10-K of Plexus Corp.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 17, 2014



	/s/ Patrick J. Jermain
	Patrick J. Jermain
	Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Plexus Corp. (the “Company”) on Form 10-K for the fiscal year ended September 27, 2014 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Dean A. Foate, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Dean A. Foate
Dean A. Foate
Chairman, President and Chief Executive Officer
November 17, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Plexus Corp. and will be retained by Plexus Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Plexus Corp. (the “Company”) on Form 10-K for the fiscal year ended September 27, 2014 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Patrick J. Jermain, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Patrick J. Jermain
Patrick J. Jermain
Vice President and Chief Financial Officer
November 17, 2014



																Exhibit 99.1

ROIC calculation GAAP to non-GAAP reconciliation (dollars in millions):

				Fiscal year ended
				September 27, 2014			September 28, 2013			September 29, 2012

Operating income				$	100.6		$	96.6		$	104.2
Restructuring and impairment charges				11.3			—			—
Adjusted operating income				111.9			96.6			104.2
Tax rate				9.0		%	7.0		%	7.0		%
Operating income (tax effected)				$	101.8		$	89.9		$	96.9
Average invested capital				$	669.6		$	642.1		$	623.0
ROIC				15.2		%	14.0		%	15.5		%
WACC				11.0		%	12.0		%	12.5		%
Economic Return				4.2		%	2.0		%	3.0		%

Average Invested Capital

	Actual			Actual			Actual			Actual			Actual			Average
	9/27/2014			6/28/2014			3/29/2014			12/28/2013			9/28/2013			invested capital
Equity	$	781.1		$	760.2		$	736.5		$	722.0		$	699.3
Plus:
Debt - current	4.4			4.2			3.9			3.8			3.6
Debt - non-current	262.0			263.1			256.1			256.9			257.8
Less:
Cash and cash equivalents	(346.6		)	(330.3		)	(323.7		)	(324.2		)	(341.9		)
	$	700.9		$	697.2		$	672.8		$	658.5		$	618.8		$	669.6

	Actual			Actual			Actual			Actual			Actual			Average
	9/28/2013			6/29/2013			3/30/2013			12/29/2012			9/29/2012			invested capital
Equity	$	699.3		$	679.5		$	669.0		$	664.5		$	649.0
Plus:
Debt - current	3.6			3.0			2.9			10.3			10.2
Debt - non-current	257.8			258.8			258.8			259.5			260.2
Less:
Cash and cash equivalents	(341.9		)	(285.6		)	(276.5		)	(274.1		)	(297.6		)
	$	618.8		$	655.7		$	654.2		$	660.2		$	621.8		$	642.1

	Actual			Actual			Actual			Actual			Actual			Average
	9/29/2012			6/30/2012			3/31/2012			12/31/2011			10/1/2011			invested capital
Equity	$	649.0		$	638.6		$	615.3		$	581.8		$	558.9
Plus:
Debt - current	10.2			13.8			17.5			17.5			17.3
Debt - non-current	260.2			260.8			261.6			265.9			270.3
Less:
Cash and cash equivalents	(297.6		)	(277.9		)	(257.8		)	(248.3		)	(242.1		)
	$	621.8		$	635.3		$	636.6		$	616.9		$	604.4		$	623.0