ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Wisconsin
|
|
39-1344447
|
(State of Incorporation)
|
|
(IRS Employer Identification No.)
|
Large accelerated filer
ý
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Net sales
|
$
|
604,349
|
|
|
$
|
618,660
|
|
|
$
|
1,239,368
|
|
|
$
|
1,235,324
|
|
Cost of sales
|
540,549
|
|
|
565,388
|
|
|
1,111,212
|
|
|
1,131,993
|
|
||||
Gross profit
|
63,800
|
|
|
53,272
|
|
|
128,156
|
|
|
103,331
|
|
||||
Selling and administrative expenses
|
31,229
|
|
|
28,009
|
|
|
61,682
|
|
|
55,037
|
|
||||
Restructuring and other charges
|
—
|
|
|
1,917
|
|
|
—
|
|
|
3,424
|
|
||||
Operating income
|
32,571
|
|
|
23,346
|
|
|
66,474
|
|
|
44,870
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(3,262
|
)
|
|
(3,674
|
)
|
|
(6,536
|
)
|
|
(7,208
|
)
|
||||
Interest income
|
1,185
|
|
|
1,015
|
|
|
2,256
|
|
|
1,947
|
|
||||
Miscellaneous
|
1,925
|
|
|
(1,128
|
)
|
|
1,251
|
|
|
(2,748
|
)
|
||||
Income before income taxes
|
32,419
|
|
|
19,559
|
|
|
63,445
|
|
|
36,861
|
|
||||
Income tax expense
|
3,124
|
|
|
2,772
|
|
|
5,971
|
|
|
5,626
|
|
||||
Net income
|
$
|
29,295
|
|
|
$
|
16,787
|
|
|
$
|
57,474
|
|
|
$
|
31,235
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.87
|
|
|
$
|
0.50
|
|
|
$
|
1.71
|
|
|
$
|
0.94
|
|
Diluted
|
$
|
0.84
|
|
|
$
|
0.50
|
|
|
$
|
1.66
|
|
|
$
|
0.92
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
33,703
|
|
|
33,319
|
|
|
33,619
|
|
|
33,368
|
|
||||
Diluted
|
34,702
|
|
|
33,834
|
|
|
34,631
|
|
|
33,957
|
|
||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
29,295
|
|
|
$
|
16,787
|
|
|
$
|
57,474
|
|
|
$
|
31,235
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Derivative instrument fair value adjustments
|
3,159
|
|
|
8,043
|
|
|
(2,244
|
)
|
|
13,787
|
|
||||
Foreign currency translation adjustments
|
2,613
|
|
|
1,022
|
|
|
(8,746
|
)
|
|
(5,584
|
)
|
||||
Other comprehensive income (loss)
|
5,772
|
|
|
9,065
|
|
|
(10,990
|
)
|
|
8,203
|
|
||||
Total comprehensive income
|
$
|
35,067
|
|
|
$
|
25,852
|
|
|
$
|
46,484
|
|
|
$
|
39,438
|
|
|
April 1,
2017 |
|
October 1,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
524,520
|
|
|
$
|
432,964
|
|
Restricted cash
|
458
|
|
|
—
|
|
||
Accounts receivable, net of allowances of $1,952 and $2,368, respectively
|
320,495
|
|
|
416,888
|
|
||
Inventories
|
609,709
|
|
|
564,131
|
|
||
Prepaid expenses and other
|
25,130
|
|
|
19,364
|
|
||
Total current assets
|
1,480,312
|
|
|
1,433,347
|
|
||
Property, plant and equipment, net
|
282,827
|
|
|
291,225
|
|
||
Deferred income taxes
|
4,733
|
|
|
4,834
|
|
||
Other
|
36,475
|
|
|
36,413
|
|
||
Total non-current assets
|
324,035
|
|
|
332,472
|
|
||
Total assets
|
$
|
1,804,347
|
|
|
$
|
1,765,819
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt and capital lease obligations
|
$
|
92,623
|
|
|
$
|
78,507
|
|
Accounts payable
|
382,312
|
|
|
397,200
|
|
||
Customer deposits
|
83,544
|
|
|
84,637
|
|
||
Accrued salaries and wages
|
38,373
|
|
|
41,806
|
|
||
Other accrued liabilities
|
44,584
|
|
|
48,286
|
|
||
Total current liabilities
|
641,436
|
|
|
650,436
|
|
||
Long-term debt, capital lease obligations and other financing, net of current portion
|
185,638
|
|
|
184,002
|
|
||
Other liabilities
|
15,835
|
|
|
14,584
|
|
||
Total non-current liabilities
|
201,473
|
|
|
198,586
|
|
||
Total liabilities
|
842,909
|
|
|
849,022
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 200,000 shares authorized, 51,818 and 51,272 shares issued, respectively, and 33,735 and 33,457 shares outstanding, respectively
|
518
|
|
|
513
|
|
||
Additional paid-in capital
|
542,705
|
|
|
530,647
|
|
||
Common stock held in treasury, at cost, 18,083 and 17,815 shares, respectively
|
(553,874
|
)
|
|
(539,968
|
)
|
||
Retained earnings
|
994,618
|
|
|
937,144
|
|
||
Accumulated other comprehensive loss
|
(22,529
|
)
|
|
(11,539
|
)
|
||
Total shareholders’ equity
|
961,438
|
|
|
916,797
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,804,347
|
|
|
$
|
1,765,819
|
|
|
Six Months Ended
|
||||||
|
April 1,
2017 |
|
April 2,
2016 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
57,474
|
|
|
$
|
31,235
|
|
Adjustments to reconcile net income to cash flows provided by operating activities:
|
|
|
|
||||
Depreciation
|
22,489
|
|
|
23,903
|
|
||
Amortization of deferred financing fees
|
155
|
|
|
162
|
|
||
(Gain) loss on sale of property, plant and equipment
|
(329
|
)
|
|
116
|
|
||
Deferred income taxes
|
1
|
|
|
144
|
|
||
Share-based compensation expense
|
8,013
|
|
|
6,957
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
92,751
|
|
|
57,732
|
|
||
Inventories
|
(49,325
|
)
|
|
3,783
|
|
||
Other current and noncurrent assets
|
(5,711
|
)
|
|
104
|
|
||
Accounts payable
|
(11,719
|
)
|
|
(13,438
|
)
|
||
Customer deposits
|
(594
|
)
|
|
(10,305
|
)
|
||
Other current and noncurrent liabilities
|
(7,598
|
)
|
|
(9,080
|
)
|
||
Cash flows provided by operating activities
|
105,607
|
|
|
91,313
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for property, plant and equipment
|
(14,621
|
)
|
|
(16,757
|
)
|
||
Proceeds from sale of property, plant and equipment
|
427
|
|
|
6
|
|
||
Cash flows used in investing activities
|
(14,194
|
)
|
|
(16,751
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings under credit facility and other short-term borrowings
|
97,926
|
|
|
289,000
|
|
||
Payments on debt and capital lease obligations
|
(84,745
|
)
|
|
(291,404
|
)
|
||
Debt issuance costs
|
—
|
|
|
(70
|
)
|
||
Repurchases of common stock
|
(13,906
|
)
|
|
(15,738
|
)
|
||
Proceeds from exercise of stock options
|
9,883
|
|
|
742
|
|
||
Payments related to tax withholding for share-based compensation
|
(5,833
|
)
|
|
(2,560
|
)
|
||
Cash flows provided by (used in) financing activities
|
3,325
|
|
|
(20,030
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2,724
|
)
|
|
(1,842
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
92,014
|
|
|
52,690
|
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||
Beginning of period
|
432,964
|
|
|
357,106
|
|
||
End of period
|
$
|
524,978
|
|
|
$
|
409,796
|
|
|
April 1,
2017 |
|
October 1,
2016 |
||||
Raw materials
|
$
|
451,722
|
|
|
$
|
414,303
|
|
Work-in-process
|
66,855
|
|
|
69,423
|
|
||
Finished goods
|
91,132
|
|
|
80,405
|
|
||
Total inventories
|
$
|
609,709
|
|
|
$
|
564,131
|
|
|
April 1,
2017 |
|
October 1,
2016 |
||||
Borrowing under the credit facility
|
$
|
90,000
|
|
|
$
|
75,000
|
|
5.20% senior notes, due June 15, 2018
|
175,000
|
|
|
175,000
|
|
||
Capital lease, non-cash financing of leased facility and other obligations
|
14,210
|
|
|
13,614
|
|
||
Unamortized deferred financing fees
|
(949
|
)
|
|
(1,105
|
)
|
||
Total obligations
|
278,261
|
|
|
262,509
|
|
||
Less: current portion
|
(92,623
|
)
|
|
(78,507
|
)
|
||
Long-term debt and capital lease obligations, net of current portion
|
$
|
185,638
|
|
|
$
|
184,002
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||||
In thousands of dollars
|
||||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
April 1, 2017
|
|
October 1, 2016
|
|
|
|
April 1, 2017
|
|
October 1, 2016
|
||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Balance Sheet Classification
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet Classification
|
|
Fair Value
|
|
Fair Value
|
||||||||
Foreign currency forward contracts
|
|
Prepaid expenses and other
|
|
$
|
423
|
|
|
$
|
182
|
|
|
Other accrued liabilities
|
|
$
|
64
|
|
|
$
|
130
|
|
Derivative Impact on Gain (Loss) Recognized in Income
|
||||||||||
for the Three Months Ended
|
||||||||||
In thousands of dollars
|
||||||||||
|
|
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Classification of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(28
|
)
|
|
$
|
(94
|
)
|
Foreign currency forward contracts
|
|
Selling and administrative expenses
|
|
$
|
(193
|
)
|
|
$
|
(189
|
)
|
Foreign currency forward contracts
|
|
Cost of sales
|
|
$
|
(1,843
|
)
|
|
$
|
(1,988
|
)
|
Treasury rate locks
|
|
Interest expense
|
|
$
|
92
|
|
|
$
|
81
|
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Recognized in Income
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized on Derivatives in Income
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Foreign currency forward contracts
|
|
Miscellaneous income (expense)
|
|
$
|
1,786
|
|
|
$
|
(205
|
)
|
Derivative Impact on Gain (Loss) Recognized in Income
|
||||||||||
for the Six Months Ended
|
||||||||||
In thousands of dollars
|
||||||||||
|
|
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Classification of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(135
|
)
|
|
$
|
(221
|
)
|
Foreign currency forward contracts
|
|
Selling and administrative expenses
|
|
$
|
(172
|
)
|
|
$
|
(512
|
)
|
Foreign currency forward contracts
|
|
Cost of sales
|
|
$
|
(1,662
|
)
|
|
$
|
(4,817
|
)
|
Treasury rate locks
|
|
Interest expense
|
|
$
|
171
|
|
|
$
|
162
|
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Recognized in Income
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized on Derivatives in Income
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Foreign currency forward contracts
|
|
Miscellaneous income (expense)
|
|
$
|
1,861
|
|
|
$
|
(168
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Net income
|
$
|
29,295
|
|
|
$
|
16,787
|
|
|
$
|
57,474
|
|
|
$
|
31,235
|
|
Basic weighted average common shares outstanding
|
33,703
|
|
|
33,319
|
|
|
33,619
|
|
|
33,368
|
|
||||
Dilutive effect of share-based awards outstanding
|
999
|
|
|
515
|
|
|
1,012
|
|
|
589
|
|
||||
Diluted weighted average shares outstanding
|
34,702
|
|
|
33,834
|
|
|
34,631
|
|
|
33,957
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.87
|
|
|
$
|
0.50
|
|
|
$
|
1.71
|
|
|
$
|
0.94
|
|
Diluted
|
$
|
0.84
|
|
|
$
|
0.50
|
|
|
$
|
1.66
|
|
|
$
|
0.92
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
AMER
|
$
|
272,064
|
|
|
$
|
330,240
|
|
|
$
|
586,715
|
|
|
$
|
635,337
|
|
APAC
|
309,758
|
|
|
270,544
|
|
|
619,727
|
|
|
569,891
|
|
||||
EMEA
|
44,975
|
|
|
43,703
|
|
|
84,424
|
|
|
85,789
|
|
||||
Elimination of inter-segment sales
|
(22,448
|
)
|
|
(25,827
|
)
|
|
(51,498
|
)
|
|
(55,693
|
)
|
||||
|
$
|
604,349
|
|
|
$
|
618,660
|
|
|
$
|
1,239,368
|
|
|
$
|
1,235,324
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
AMER
|
$
|
8,229
|
|
|
$
|
15,451
|
|
|
$
|
23,026
|
|
|
$
|
23,837
|
|
APAC
|
50,484
|
|
|
34,862
|
|
|
98,724
|
|
|
71,813
|
|
||||
EMEA
|
(1,221
|
)
|
|
(690
|
)
|
|
(3,456
|
)
|
|
(1,425
|
)
|
||||
Corporate and other costs
|
(24,921
|
)
|
|
(26,277
|
)
|
|
(51,820
|
)
|
|
(49,355
|
)
|
||||
|
$
|
32,571
|
|
|
$
|
23,346
|
|
|
$
|
66,474
|
|
|
$
|
44,870
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(3,262
|
)
|
|
$
|
(3,674
|
)
|
|
$
|
(6,536
|
)
|
|
$
|
(7,208
|
)
|
Interest income
|
1,185
|
|
|
1,015
|
|
|
2,256
|
|
|
1,947
|
|
||||
Miscellaneous
|
1,925
|
|
|
(1,128
|
)
|
|
1,251
|
|
|
(2,748
|
)
|
||||
Income before income taxes
|
$
|
32,419
|
|
|
$
|
19,559
|
|
|
$
|
63,445
|
|
|
$
|
36,861
|
|
|
April 1,
2017 |
|
October 1,
2016 |
|
||||
Total assets:
|
|
|
|
|
||||
AMER
|
$
|
516,359
|
|
|
$
|
590,850
|
|
|
APAC
|
1,073,939
|
|
|
1,009,917
|
|
|
||
EMEA
|
135,755
|
|
|
136,636
|
|
|
||
Corporate and eliminations
|
78,294
|
|
|
28,416
|
|
|
||
|
$
|
1,804,347
|
|
|
$
|
1,765,819
|
|
|
Limited warranty liability, as of October 3, 2015
|
$
|
5,847
|
|
Accruals for warranties issued during the period
|
1,777
|
|
|
Settlements (in cash or in kind) during the period
|
(1,515
|
)
|
|
Limited warranty liability, as of October 1, 2016
|
6,109
|
|
|
Accruals for warranties issued during the period
|
869
|
|
|
Settlements (in cash or in kind) during the period
|
(1,799
|
)
|
|
Limited warranty liability, as of April 1, 2017
|
$
|
5,179
|
|
|
Employee Termination and Severance Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Accrued balance, October 3, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring and other charges
|
5,255
|
|
|
1,779
|
|
|
7,034
|
|
|||
Amounts utilized
|
(4,571
|
)
|
|
(1,621
|
)
|
|
(6,192
|
)
|
|||
Accrued balance, October 1, 2016
|
$
|
684
|
|
|
$
|
158
|
|
|
$
|
842
|
|
Restructuring and other charges
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amounts utilized
|
(525
|
)
|
|
(106
|
)
|
|
(631
|
)
|
|||
Accrued balance, December 31, 2016
|
$
|
159
|
|
|
$
|
52
|
|
|
$
|
211
|
|
Restructuring and other charges
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amounts utilized
|
(97
|
)
|
|
(7
|
)
|
|
(104
|
)
|
|||
Accrued balance, April 1, 2017
|
$
|
62
|
|
|
$
|
45
|
|
|
$
|
107
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Net sales
|
|
$
|
604.3
|
|
|
$
|
618.7
|
|
|
$
|
1,239.4
|
|
|
$
|
1,235.3
|
|
Cost of sales
|
|
540.5
|
|
|
565.4
|
|
|
1,111.2
|
|
|
1,132.0
|
|
||||
Gross profit
|
|
63.8
|
|
|
53.3
|
|
|
128.2
|
|
|
103.3
|
|
||||
Gross margin
|
|
10.6
|
%
|
|
8.6
|
%
|
|
10.3
|
%
|
|
8.4
|
%
|
||||
Operating income
|
|
32.6
|
|
|
23.3
|
|
|
66.5
|
|
|
44.9
|
|
||||
Operating margin
|
|
5.4
|
%
|
|
3.8
|
%
|
|
5.4
|
%
|
|
3.6
|
%
|
||||
Net income
|
|
29.3
|
|
|
16.8
|
|
|
57.5
|
|
|
31.2
|
|
||||
Diluted earnings per share
|
|
$
|
0.84
|
|
|
$
|
0.50
|
|
|
$
|
1.66
|
|
|
$
|
0.92
|
|
Return on invested capital*
|
|
|
|
|
|
16.8
|
%
|
|
11.6
|
%
|
||||||
Economic return*
|
|
|
|
|
|
6.3
|
%
|
|
0.6
|
%
|
||||||
* Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and Economic Return" below for more information and Exhibit 99.1 for a reconciliation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
AMER
|
$
|
272.1
|
|
|
$
|
330.3
|
|
|
$
|
586.7
|
|
|
$
|
635.3
|
|
APAC
|
309.8
|
|
|
270.5
|
|
|
619.7
|
|
|
569.9
|
|
||||
EMEA
|
45.0
|
|
|
43.7
|
|
|
84.4
|
|
|
85.8
|
|
||||
Elimination of inter-segment sales
|
(22.6
|
)
|
|
(25.8
|
)
|
|
(51.4
|
)
|
|
(55.7
|
)
|
||||
Total net sales
|
$
|
604.3
|
|
|
$
|
618.7
|
|
|
$
|
1,239.4
|
|
|
$
|
1,235.3
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Market Sector
|
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Healthcare/Life Sciences
|
|
$
|
204.9
|
|
|
$
|
189.7
|
|
|
$
|
415.9
|
|
|
$
|
381.2
|
|
Industrial/Commercial
|
|
191.9
|
|
|
168.8
|
|
|
397.6
|
|
|
341.6
|
|
||||
Communications
|
|
108.2
|
|
|
156.7
|
|
|
239.6
|
|
|
313.4
|
|
||||
Defense/Security/Aerospace
|
|
99.3
|
|
|
103.5
|
|
|
186.3
|
|
|
199.1
|
|
||||
Total net sales
|
|
$
|
604.3
|
|
|
$
|
618.7
|
|
|
$
|
1,239.4
|
|
|
$
|
1,235.3
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
AMER
|
$
|
8.2
|
|
|
$
|
15.4
|
|
|
$
|
23.0
|
|
|
$
|
23.8
|
|
APAC
|
50.5
|
|
|
34.9
|
|
|
98.7
|
|
|
71.8
|
|
||||
EMEA
|
(1.2
|
)
|
|
(0.7
|
)
|
|
(3.5
|
)
|
|
(1.4
|
)
|
||||
Corporate expenses and other costs
|
(24.9
|
)
|
|
(26.3
|
)
|
|
(51.7
|
)
|
|
(49.3
|
)
|
||||
Total operating income
|
$
|
32.6
|
|
|
$
|
23.3
|
|
|
$
|
66.5
|
|
|
$
|
44.9
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
April 1,
2017 |
|
April 2,
2016 |
|
April 1,
2017 |
|
April 2,
2016 |
||||
Effective tax rate
|
9.6
|
%
|
|
14.2
|
%
|
|
9.4
|
%
|
|
15.3
|
%
|
|
Six Months Ended
|
||||||
|
April 1,
2017 |
|
April 2,
2016 |
||||
Annualized operating income (tax effected)
|
$
|
120,983
|
|
|
$
|
85,963
|
|
Average invested capital
|
718,524
|
|
|
743,112
|
|
||
After-tax ROIC
|
16.8
|
%
|
|
11.6
|
%
|
||
WACC
|
10.5
|
%
|
|
11.0
|
%
|
||
Economic Return
|
6.3
|
%
|
|
0.6
|
%
|
|
Six Months Ended
|
||||||
|
April 1,
2017 |
|
April 2,
2016 |
||||
Cash provided by operating activities
|
$
|
105.6
|
|
|
$
|
91.3
|
|
Cash used in investing activities
|
$
|
(14.2
|
)
|
|
$
|
(16.8
|
)
|
Cash provided by (used in) financing activities
|
$
|
3.3
|
|
|
$
|
(20.0
|
)
|
|
Three Months Ended
|
||||
|
April 1,
2017 |
|
April 2,
2016 |
||
Days in accounts receivable
|
48
|
|
|
48
|
|
Days in inventory
|
103
|
|
|
91
|
|
Days in accounts payable
|
(64
|
)
|
|
(62
|
)
|
Days in cash deposits
|
(14
|
)
|
|
(11
|
)
|
Annualized cash cycle
|
73
|
|
|
66
|
|
|
Six Months Ended
|
||||||
|
April 1,
2017 |
|
April 2,
2016 |
||||
Cash flows provided by operating activities
|
$
|
105.6
|
|
|
$
|
91.3
|
|
Payments for property, plant and equipment
|
(14.6
|
)
|
|
(16.8
|
)
|
||
Free cash flow
|
$
|
91.0
|
|
|
$
|
74.5
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remaining 2017
|
|
2018-2019
|
|
2020-2021
|
|
2022 and thereafter
|
||||||||||
Long-Term Debt Obligations (1,2)
|
|
$
|
276.0
|
|
|
$
|
94.8
|
|
|
$
|
181.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital Lease and Other Short-Term Debt Obligations
|
|
6.2
|
|
|
2.0
|
|
|
2.6
|
|
|
1.2
|
|
|
0.4
|
|
|||||
Operating Lease Obligations
|
|
25.5
|
|
|
4.4
|
|
|
12.3
|
|
|
8.0
|
|
|
0.8
|
|
|||||
Purchase Obligations
(3)
|
|
519.4
|
|
|
480.5
|
|
|
37.5
|
|
|
1.1
|
|
|
0.3
|
|
|||||
Other Long-Term Liabilities on the Balance Sheet
(4)
|
|
12.8
|
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
12.1
|
|
|||||
Other Long-Term Liabilities not on the Balance Sheet (5
)
|
|
6.5
|
|
|
0.9
|
|
|
1.9
|
|
|
0.8
|
|
|
2.9
|
|
|||||
Other Financing Obligations (6)
|
|
12.2
|
|
|
0.8
|
|
|
3.1
|
|
|
3.2
|
|
|
5.1
|
|
|||||
Total Contractual Cash Obligations
|
|
$
|
858.6
|
|
|
$
|
583.7
|
|
|
$
|
239.0
|
|
|
$
|
14.3
|
|
|
$
|
21.6
|
|
1)
|
Includes amounts outstanding under the Credit Facility. As of
April 1, 2017
, the outstanding balance was
$90.0 million
. The amounts listed above include estimated interest obligations; see
Note 3, "Debt, Capital Lease Obligations and Other Financing,"
in Notes to Condensed Consolidated Financial Statements for further information.
|
2)
|
Includes
$175.0 million
in principal amount of the Notes and estimated interest obligations thereon; see
Note 3, "Debt, Capital Lease Obligations and Other Financing,"
in Notes to Condensed Consolidated Financial Statements for further information.
|
3)
|
As of
April 1, 2017
, purchase obligations consist of commitments to purchase inventory and equipment in the ordinary course of business.
|
4)
|
As of
April 1, 2017
, 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 asset retirement obligations. We have excluded from the above table the impact of approximately $2.8 million, as of
April 1, 2017
, related to unrecognized income tax benefits. The Company cannot make reliable estimates of the future cash flows by period related to this obligation.
|
5)
|
As of
April 1, 2017
, other long-term obligations not on the balance sheet consisted of guarantees and a commitment for salary continuation and certain benefits in the event employment of one executive officer of the Company is terminated without cause. Excluded from the amounts disclosed are certain bonus and incentive compensation amounts, which would be paid on a prorated basis in the year of termination.
|
6)
|
Includes future minimum payments under the lease agreement for our Guadalajara, Mexico facility. Excludes $20.3 million of future minimum payments under renewal options from 2025 through 2034.
|
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*
|
||||||
January 1, 2017 to January 28, 2017
|
|
29,683
|
|
|
$
|
53.95
|
|
|
29,683
|
|
|
$
|
141,336,874
|
|
January 29, 2017 to February 25, 2017
|
|
40,419
|
|
|
$
|
55.49
|
|
|
40,419
|
|
|
$
|
139,093,984
|
|
February 26, 2017 to April 1, 2017
|
|
52,980
|
|
|
$
|
56.64
|
|
|
52,980
|
|
|
$
|
136,093,504
|
|
Total
|
|
123,082
|
|
|
$
|
55.61
|
|
|
123,082
|
|
|
|
|
|
Plexus Corp.
|
|
|
Registrant
|
|
|
|
Date: 5/5/17
|
|
/s/ Todd P. Kelsey
|
|
|
Todd P. Kelsey
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: 5/5/17
|
|
/s/ Patrick J. Jermain
|
|
|
Patrick J. Jermain
|
|
|
Senior Vice President and Chief Financial Officer
|
10.1
|
|
Amended and Restated Master Accounts Receivable Purchase Agreement between Plexus Corp. and Plexus Manufacturing Sdn. Bhd., Plexus Intl. Sales & Logistics, LLC, and each additional seller party thereto from time to time as the Sellers, Plexus Corp., as Seller Representative, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Purchaser, dated as of March 28, 2017.*
|
10.2
|
|
Amended and Restated Plexus Corp. 2016 Omnibus Incentive Plan**
|
10.3
|
|
Amended and Restated Plexus Corp. 2008 Long-Term Incentive Plan** (superseded except as to outstanding awards)
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes Oxley Act of 2002.
|
32.1
|
|
Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.1
|
|
Reconciliation of ROIC and Economic Return to GAAP Financial Statements
|
101
|
|
The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
* Reflects non-material changes to the original agreement that were finalized in March 2017.
|
||
** Reflects non-material changes that were finalized in February 2017.
|
Approved Obligor
|
Approved Obligor Sublimit (USD)
|
Approved Obligor Buffer Period (days)
|
Applicable Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To:
|
[Name of the Approved Obligor]
|
|
[Address of the Approved Obligor]
Attent.: [Name of an authorized person of the Approved Obligors]
|
Date:
|
[
•
]
|
Re.:
|
Invoice(s) listed in the Annex (the "
Invoices
")
|
1.
|
In accordance with, and subject to, the terms and provisions of the Amended and Restated Master Accounts Receivable Purchase Agreement dated as of December 14, 2016 and Amendment No. 3 and Joinder to Amended and Restated Master Accounts Receivable Purchase Agreement dated as of [
•
], 2017, concluded between, among others, PLEXUS SERVICES RO SRL, a Romanian limited liability company with headquarters at 2 - 4 Eugeniu Carada Street, Bihor County, registered with the Trade Registry under no.: J5/261/2009, sole registration no.: 25153581 as seller (the "
Seller
") and THE BANK OF TOKYO-MITSUBISHI UFJ, Ltd., New York Branch, with headquarters at 1251 Avenue of the Americas, 12th floor, New York, NY 10020, as purchaser (the "
Purchaser
"), the Seller assigned in favour of the Purchaser the receivables arising from the invoices against [
please include the name and details of the relevant Approved Obligor
] listed in the Annex (
Invoices
) attached herein.
|
2.
|
As of the date of receipt of the notice herein, any payment related to the Invoices shall be performed exclusively in the following account:
|
Account:
|
[
•
]
|
Account Number:
|
[
•
]
|
Reference:
|
[
•
]
|
3.
|
However, you shall continue to deal with the Seller, acting as servicer on behalf of the Purchaser in respect of all the receivables arising from the Invoices until you receive written notice to the contrary from the Purchaser. Upon notice to you from the Purchaser, you shall fully comply with the instructions of the Purchaser as it may notify to you.
|
4.
|
As of the date of receipt of the notice herein, any amounts due under the Invoices shall be owed to the Purchaser, the Seller acting solely as servicer for the benefit of the Purchaser and any set-off mechanism with debts against the Seller is unenforceable.
|
5.
|
Any payment not made in accordance with the above instructions will have no debt discharging effect.
|
Approved Obligor
|
Invoice Number
|
Invoice Amount
|
Invoice Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Name:
|
Plexus Services Ro SRL
|
(b) Chief Executive Office:
|
Str. Eugeniu Carada, nr. 2 – 4, Oreada, Bihor, Romania 410610
|
(c) Jurisdiction of Organization:
|
Romania
|
(d) Organizational Number:
|
ORC J05/261/19.02.2009; CUI 25153581; VAT number: RO25153581
|
(e) FEIN:
|
96-0618894
|
(f) Tradenames:
|
N/A
|
(g) Changes in Location, Name and Corporate Organization in the last 5 years:
|
Previous address: 34/A Calea Borsului St., Oradea, Bihor county, Romania 410605.
Prior address (2013): Santion Village, Bors commune (Bors Land Book no. 36, cadastral number 5, 6 and 91), Oradea, Bihor county, Romania
|
|
|
(a) Name:
|
Plexus Corp. (UK) Limited
|
(b) Chief Executive Office:
|
Pinnacle Hill Industrial Estate, Kelso, Roxburghshire, Scotland TD5 8XX
|
(c) Jurisdiction of Organization:
|
Scotland (UK)
|
(d) Organizational Number:
|
Coy Registration #: SC146948
|
(e) FEIN:
|
VAT number: GB 634817526
|
(f) Tradenames:
|
N/A
|
(g) Changes in Location, Name and Corporate Organization in the last 5 years:
|
N/A
|
1.
|
Introduction.
|
(a)
|
Purposes
. The purposes of the 2016 Omnibus 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 Awards, the grant of Performance Stock Awards, the grant of Other Stock Awards and the grant of Cash Incentive Awards, as described below.
|
(b)
|
Effect on Prior Plans
. If the 2016 Omnibus Incentive Plan is approved by shareholders, no further awards will be granted under the Plexus 2008 Long-Term Incentive Plan (the “2008 Plan”). Awards granted previously under the 2008 Plan and its predecessors will remain in effect until they have been exercised or have expired and shall be administered in accordance with their terms and the relevant 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 Award, Performance Stock Award, Other 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. The Corporation may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Grantee.
|
(d)
|
"Board” means the Board of Directors of Plexus Corp.
|
(e)
|
“Cash Incentive Award” means a cash incentive award under Article 9 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)
|
“Disabled” means a permanent and total disability as described in Code Section 22(e)(3).
|
(m)
|
“Fair Market Value” means, as applied to a specific date, the price of a share of Common Stock that is based on the opening, closing, actual, high, low or average selling prices of a share reported on any established stock exchange or national market system including without limitation the Nasdaq Stock Market and the New York Stock Exchange on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless otherwise specified in an Award Agreement, Fair Market Value shall be deemed to be equal to (i) the reported closing price of such Stock on the Nasdaq Stock Market, the New York Stock Exchange or such other established stock exchange on such date, or if no sale of such Stock shall have been made on that date, on the preceding date on which there was such a sale, (ii) if such Stock is not then listed on an exchange, the last trade price per share for such Stock in the over-the-counter market as quoted on Nasdaq or the pink sheets or successor publication of the National Quotation Bureau on such date, or (iii) if such Stock is not then listed or quoted as referenced above, an amount determined in good faith by the Board or the Committee; provided that for purposes of a Stock Appreciation Right exercise, the actual trading price of the Stock at the time of SAR exercise shall be used to determine “Fair Market Value” on the exercise date.
|
(n)
|
“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.
|
(o)
|
“Grantee” means an individual who has been granted an Award.
|
(p)
|
“Incentive Stock Option” means an option that is intended to meet the requirements of Section 422 of the Code and regulations thereunder.
|
(q)
|
“Non-Qualified Stock Option” means an option other than an Incentive Stock Option.
|
(r)
|
“Option” means an Incentive Stock Option or Non-Qualified Stock Option, as appropriate.
|
(s)
|
“Other Stock Award” means an Award described in Article 8.
|
(t)
|
“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 or with specified adjustments: income (pre-tax or after-tax and with adjustments as stipulated), earnings per share (basic and diluted), return on equity, return on capital employed (ROCE), revenue, sales, gross profit, gross profit margin, operating profit, operating profit margin return on assets, return on tangible book value, return on sales, earnings before or after taxes including earnings before interest, taxes, depreciation and/or 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, level or amount of acquisitions, debt reduction, on-time to commit, on-time to request, manufacturing process yield, quality yield, economic profit or return, operating margin, objective measures of productivity or operating efficiency, new business wins, net promoter score 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 may be disregarded as determined by the Committee in its discretion or as 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.
|
(u)
|
“Performance Stock Award” means an Award under Article 7 of the Plan that is conditioned upon the satisfaction of pre-established Performance Goals. Performance Stock Awards may consist of shares issued subject to forfeiture if specified conditions are not satisfied (“Performance Stock Shares”) or agreements to issue shares of Common Stock in the future if specified conditions are satisfied (“Performance Stock Units”).
|
(v)
|
“Plan” means the Plexus Corp. 2016 Omnibus Incentive Plan as set forth herein, as it may be amended from time to time.
|
(w)
|
“Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending or superseding such regulation.
|
(x)
|
“Restricted Stock Award” 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”).
|
(y)
|
“Retirement” means separation from the Company on or after age 55 and after employment by the Company for at least five (5) consecutive years immediately prior to separation, unless otherwise stated in the individual award agreement.
|
(z)
|
“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 the Fair Market Value of one share of Common Stock on the Grant Date (the “exercise price”). 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.”
|
3.
|
Shares Subject to Award.
|
(a)
|
If an Award granted under the Plan lapses, expires, terminates or is cancelled without the issuance of shares or payment of cash under the Award, then the shares subject to, reserved for or delivered in payment in respect of such Award may again be used for new Awards under this Plan.
|
(b)
|
If shares are issued under any Award and the Corporation subsequently reacquires them because the Award has expired, is canceled, forfeited or otherwise terminated, then the shares subject to, reserved for or delivered in payment in respect of such Award may again be used for new Awards under this Plan.
|
(c)
|
Shares subject to an Award shall not again be made available for issuance under the Plan if such shares are delivered to or withheld by the Corporation to pay the exercise price of an Option, or delivered to or withheld by the Corporation to pay the withholding taxes related to an Award.
|
4.
|
Administration of the Plan.
|
(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.
|
5.
|
Options and Stock Appreciation Rights.
|
(a)
|
Participation.
|
(b)
|
Granting of Options and SARs.
|
(c)
|
Exercise Price.
|
(d)
|
Designation.
|
(1)
|
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. 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.
|
(2)
|
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.
|
(3)
|
Stock Appreciation Rights
: The Committee may designate an Award as a Stock Appreciation Right, which is 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 the exercise price for the SAR.
|
(e)
|
Non-transferability of Options and SARs.
|
(f)
|
Substituted Options or SARs.
|
(g)
|
Vesting of Options and SARs.
|
(h)
|
Exercise Periods.
|
(1)
|
in the case of an Incentive Stock Option:
|
a.
|
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,
|
b.
|
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, Retirement or Cause,
|
c.
|
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 or Retirement (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
|
d.
|
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;
|
(2)
|
in the case of a Nonqualified Stock Option:
|
a.
|
ten (10) years from the date of grant,
|
b.
|
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, Disability, Retirement or Cause,
|
c.
|
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 or Retirement; or
|
d.
|
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;
|
(3)
|
in the case of an SAR:
|
a.
|
seven (7) years from the date of grant,
|
b.
|
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, Disability, Retirement or Cause,
|
c.
|
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 Disability,
|
d.
|
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; or
|
e.
|
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;
|
(i)
|
Method of Exercise.
|
(1)
|
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 (i) cash, (ii) outstanding shares of the Common Stock beneficially owned by the Grantee, the Grantee’s spouse or both, (iii) with the approval of the Committee, or if the applicable Award Agreement so provides, by surrendering to the Corporation shares otherwise receivable upon exercise of the Option, or (iv) any combination of the foregoing. 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.
|
(2)
|
SARs
: SARs may be exercised in whole or in part from time to time as specified in the SAR agreement. Upon the exercise of SARs, the Grantee shall be entitled to receive an amount determined by multiplying (1) the difference obtained by subtracting the exercise price of the SAR 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.
|
6.
|
Restricted Stock Awards.
|
(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; provided that if the Restricted Stock Shares are subject to a performance condition any dividends will not be paid until, and only to the extent, the performance condition is satisfied and the Restricted Stock Shares vest. 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.
|
7.
|
Performance Stock Awards.
|
(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 Performance Stock 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 the Performance Stock Award shall be issued to the Grantee.
|
8.
|
Other Stock Awards.
|
(a)
|
The Committee may grant Other Stock Awards to directors, officers and key employees of the Corporation and any of its subsidiaries. The Committee shall determine the Grantees to whom and the time or times at which Other Stock Awards will be made, the number of shares subject to the Award and any other terms and conditions of the Awards. Other Stock Awards may be granted as unrestricted shares of Common Stock or with a vesting period of less than one year; provided however, no more than 5% of the shares available for issuance pursuant to Awards may be granted as Other Stock Awards.
|
(b)
|
Other Stock Awards shall be evidenced in such manner as the Committee shall determine.
|
9.
|
Cash Incentive Awards.
|
(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.
|
10.
|
General Provisions.
|
(a)
|
Withholding.
|
(b)
|
Effect of Change in Stock Subject to Plan.
|
(1)
|
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
|
(2)
|
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.
|
(c)
|
Liquidation.
|
(d)
|
No Employment or Retention Agreement Intended
.
|
(e)
|
Shareholder Rights.
|
(f)
|
Controlling Law.
|
(g)
|
Award Deferral.
|
(h)
|
Clawback.
|
(i)
|
Section 409A Compliance.
|
(j)
|
Indemnification.
|
(k)
|
Use of Proceeds.
|
(l)
|
Amendment of the Plan.
|
(m)
|
Effective Date of Plan.
|
(n)
|
Termination of the Plan.
|
(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.
|
(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
|
(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,
|
(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.
|
(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.
|
(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.
|
(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
|
(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.
|
(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.
|
(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;
|
(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.
|
(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.
|
(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)
|
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.
|
(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.
|
(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.
|
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
|
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.
|
|
/s/ Todd P. Kelsey
|
|
Todd P. Kelsey
|
|
President and Chief Executive Officer
|
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
|
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.
|
|
/s/ Patrick J. Jermain
|
|
Patrick J. Jermain
|
|
Senior Vice President and Chief Financial Officer
|
(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/ Todd P. Kelsey
|
|
Todd P. Kelsey
|
|
President and Chief Executive Officer
|
|
May 5, 2017
|
|
(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
|
|
Senior Vice President and Chief Financial Officer
|
|
May 5, 2017
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||
|
April 1, 2017
|
|
April 2, 2016
|
||||||
Operating income, as reported
|
$
|
66,474
|
|
|
$
|
44,870
|
|
||
Restructuring and other charges
|
—
|
|
|
3,424
|
|
||||
Adjusted operating income
|
$
|
66,474
|
|
|
$
|
48,294
|
|
||
|
x
|
2
|
|
|
x
|
2
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
Annualized adjusted operating income
|
$
|
132,948
|
|
|
$
|
96,588
|
|
||
Tax rate
|
x
|
9
|
%
|
|
x
|
11
|
%
|
||
Tax impact
|
|
11,965
|
|
|
|
10,625
|
|
||
Adjusted operating income (tax effected)
|
$
|
120,983
|
|
|
$
|
85,963
|
|
||
|
|
|
|
|
|
||||
Average invested capital
|
$
|
718,524
|
|
|
$
|
743,112
|
|
||
|
|
|
|
||||||
ROIC
|
16.8
|
%
|
|
11.6
|
%
|
||||
Weighted average cost of capital ("WACC")
|
10.5
|
%
|
|
11.0
|
%
|
||||
Economic return
|
6.3
|
%
|
|
0.6
|
%
|
|
Apr 1,
|
|
Dec 31,
|
|
Oct 1,
|
|
Jul 2,
|
|
Apr 2,
|
|
Jan 2,
|
|
Oct 3,
|
||||||||||||||
Average Invested Capital
|
2017
|
|
2016
|
|
2016
|
|
2016
|
|
2016
|
|
2016
|
|
2015
|
||||||||||||||
Equity
|
$
|
961,438
|
|
|
$
|
927,542
|
|
|
$
|
916,797
|
|
|
$
|
895,175
|
|
|
$
|
871,111
|
|
|
$
|
850,794
|
|
|
$
|
842,272
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt—current
|
92,623
|
|
|
78,879
|
|
|
78,507
|
|
|
78,279
|
|
|
2,300
|
|
|
2,864
|
|
|
3,513
|
|
|||||||
Debt—long-term
|
185,638
|
|
|
184,136
|
|
|
184,002
|
|
|
184,479
|
|
|
259,565
|
|
|
259,289
|
|
|
259,257
|
|
|||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
(524,520
|
)
|
|
(496,505
|
)
|
|
(432,964
|
)
|
|
(433,679
|
)
|
|
(409,796
|
)
|
|
(354,728
|
)
|
|
(357,106
|
)
|
|||||||
Invested capital
|
$
|
715,179
|
|
|
$
|
694,052
|
|
|
$
|
746,342
|
|
|
$
|
724,254
|
|
|
$
|
723,180
|
|
|
$
|
758,219
|
|
|
$
|
747,936
|
|