8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2009

PLEXUS CORP.

(Exact name of registrant as specified in its charter)

Wisconsin	001-14423	39-1344447
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

55 Jewelers Park Drive, Neenah, Wisconsin	54957-0156
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:
(920) 722-3451

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2009, Plexus Corp. announced results for the third quarter ended July 4, 2009. A copy of Plexus’ related press release is furnished to the Commission by attaching it as Exhibit 99.1 to this report.

* * * * *

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2009	PLEXUS CORP. (Registrant)
	By:	/s/ Ginger M. Jones
		Ginger M. Jones
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Plexus Reports Fiscal Third Quarter Revenue of $379 Million

Initiates Q4 Revenue Guidance of $380 - $405 Million

NEENAH, WI, July 29, 2009 — Plexus Corp. (Nasdaq: PLXS) today announced:

     Q3 Fiscal 2009 Results (quarter ended July 4, 2009):

• Revenue: $379 million, relative to guidance of $355 to $385 million.

• Diluted EPS: $0.23, including $0.04 per share of stock-based compensation expense, relative to guidance of $0.18 to $0.25.

     Q4 Fiscal 2009 Guidance:

• Revenue: $380 to $405 million.

• Diluted EPS: $0.27 to $0.32, excluding any restructuring charges and including approximately $0.04 per share of stock-based compensation expense.

Dean Foate, President and CEO, commented, “Fiscal third quarter revenues unfolded generally in line with our expectations. Overall revenues declined 3% sequentially from the fiscal second quarter with sequential declines in all sectors except our Wireline/Networking sector where we benefited from improved end-market demand. While our fiscal third quarter was challenging, we experienced a relatively low level of customer demand volatility, perhaps an indication that end-markets are stabilizing. During Q3 we won 15 new manufacturing programs that we currently anticipate will generate approximately $188 million in annualized revenue when fully ramped into production over the coming quarters, subject to risks around the timing and ultimate realization of the forecasted revenues. We continue to believe we are gaining market share.”

Mr. Foate continued, “We currently anticipate modest revenue growth in our fiscal fourth quarter of 2009 as we benefit from the continuing strong pace of new business wins. We are establishing fiscal fourth quarter revenue guidance of $380 to $405 million with diluted EPS of $0.27 to $0.32, excluding any restructuring charges and including approximately $0.04 per share of stock-based compensation expense. Looking further ahead to our fiscal first quarter of 2010, while we currently have visibility to modest sequential top line growth, we would caution that relative to fiscal fourth quarter 2009 results, first half fiscal 2010 operating margins will be pressured by mix shift, compensation-related cost increases and capacity investments that are necessary to support new program ramps that we anticipate will drive growth in the second half of the fiscal year.”

Ginger Jones, Vice President and CFO, commented, “Our diluted EPS was largely in line with our expectations for the quarter. The only significant difference from our expectations was a $0.01 reduction to EPS as a consequence of an increase to our full-year tax rate, which is now estimated to be 8% for the full year versus the 7% tax rate anticipated when we established our guidance for the fiscal third quarter. The one percentage point increase in the tax rate is due to improvement in forecasted earnings in higher-tax jurisdictions in the fourth quarter of fiscal 2009.”

Ms. Jones concluded, “The cost-cutting measures that we initiated during the fiscal second quarter delivered the savings we anticipated for the third quarter. Also as expected, we did not have any restructuring charges during the fiscal third quarter. We continue to closely monitor our revenue projections, production capacity and cost structure and have identified other cost-cutting measures that

could be implemented quickly if warranted. We believe we have struck the proper balance of cost management and modest investments to support our many new program wins as well as our long-term growth strategy.”

Plexus provides non-GAAP supplemental information. Non-GAAP income statements exclude transactions such as restructuring costs, goodwill impairment and discrete tax adjustments, that are not expected to have an effect on future operations. Non-GAAP financial data is provided to facilitate meaningful period-to-period comparisons of underlying operational performance by eliminating infrequent or unusual charges. Similar non-GAAP financial measures, including return on invested capital (“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 as well as management’s performance under the tests which it sets for itself. Please refer to the attached reconciliations of non-GAAP supplemental data.

MARKET SECTOR BREAKOUT

Plexus reports revenue based on the market sector breakout set forth in the table below, which reflects the Company’s sales and marketing focus.

Market Sector	Q3 — F09				Q2 — F09
Wireline/Networking	$	184 M	48	%	$	176 M	45	%
Wireless Infrastructure	$	33 M	9	%	$	35 M	9	%
Medical	$	80 M	21	%	$	93 M	24	%
Industrial/Commercial	$	46 M	12	%	$	48 M	12	%
Defense/Security/Aerospace	$	36 M	10	%	$	37 M	10	%
Total Revenue	$	379 M			$	389 M

FISCAL Q3 SUPPLEMENTAL INFORMATION

• ROIC for the third fiscal quarter was 12.4%. The Company defines ROIC as tax-effected annualized operating income divided by average invested capital over a rolling four-quarter period. Invested capital is defined as equity plus debt, less cash and cash equivalents and short-term investments. In periods where restructuring or non-cash goodwill impairment charges were incurred, such as the fiscal first and second quarters of 2009, we compute adjusted ROIC excluding these costs to better compare ongoing operations.

• Cash flow provided by operations was approximately $26.7 million for the quarter. Capital expenditures for the quarter were $11.9 million. Free cash flow was approximately $14.8 million for the quarter. The Company defines free cash flow as cash flow provided by (or used in) operations less capital expenditures.

• Top 10 customers comprised 57% of revenue during the quarter, down 1 percentage point from the previous quarter.

• Juniper Networks, Inc., with 23% of revenue, was the only customer representing 10% or more of revenue for the quarter.

• Cash Conversion Cycle:

Cash Conversion Cycle	Q3 — F09	Q2 — F09
Days in Accounts Receivable	49 Days	47 Days
Days in Inventory	83 Days	87 Days
Days in Accounts Payable	(55) Days	(56) Days
Annualized Cash Cycle	77 Days	78 Days

Conference Call/Webcast and Replay Information:

What:	Plexus Corp.’s Fiscal Q3 Earnings Conference Call
When:	Thursday, July 30th at 8:30 a.m. Eastern Time
Where:	888-693-3477 or 973-582-2710 with conference ID: 17437922 http://www.videonewswire.com/PLXS/073009 (requires Windows Media Player)
Replay:	The call will be archived until August 6, 2009 at midnight Eastern Time http://www.videonewswire.com/PLXS/073009 or via telephone replay at 800-642-1687 or 706-645-9291 PIN: 17437922

For further information, please contact:
Ginger Jones, VP and Chief Financial Officer
920-751-5487 or ginger.jones@plexus.com

About Plexus Corp. — The Product Realization Company

Plexus (www.plexus.com) is an award-winning participant in the Electronic Manufacturing Services (EMS) industry, providing product design, supply chain and materials management, manufacturing, test, fulfillment and aftermarket solutions to branded product companies in the Wireline/Networking, Wireless Infrastructure, Medical, Industrial/Commercial and Defense/Security/Aerospace market sectors.

The Company’s unique Focused Factory manufacturing model and global supply chain solutions are strategically enhanced by value-added product design and engineering services. Plexus specializes in mid- to low-volume, higher-mix customer programs that require flexibility, scalability, technology and quality.

Plexus provides award-winning customer service to more than 100 branded product companies in North America, Europe and Asia Pacific.

Safe Harbor and Fair Disclosure Statement

The statements contained in this release which 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 economic performance of the electronics, technology and defense industries; the risk of customer delays, changes or cancellations in both ongoing and new programs; the poor visibility of future orders, particularly in view of current economic conditions; the effects of the volume of revenue from certain sectors or programs on our margins in particular periods; our ability to secure new customers and maintain our current customer base and deliver product on a timely basis; the risks relative to new customers, including a recently announced customer in the Industrial/Commercial sector, which risks include customer delays, start-up costs, our potential inability to execute and lack of a track record of order volume and timing; the risks of concentration of work for certain customers; 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 weakness of the global economy and the continuing instability of the global financial markets and banking system, including the potential inability on our part or that of our customers or suppliers to access cash investments and credit facilities; material cost fluctuations and the adequate availability of components and related parts for production; the effect of changes in average selling prices; the effect of start-up costs of new programs and facilities, including our recent and planned expansions, such as our new facilities in Hangzhou, China and Oradea, Romania; the adequacy of restructuring and similar charges as compared to actual expenses; the degree of success and the costs of efforts to improve the financial performance of our Mexican operations; possible unexpected costs and operating disruption in transitioning programs; the potential effect of world events (such as drug-cartel related violence in Mexico, changes in oil prices, terrorism and war in the Middle East); the impact of increased competition; and other risks detailed in the Company’s Securities and Exchange Commission filings (particularly in Part II, Item 1A of our quarterly report on Form 10-Q for the quarter ended April 4, 2009).

(financial tables follow)

PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

	Three Months Ended						Nine Months Ended
	July 4,			June 28,			July 4,			June 28,
	2009			2008			2009			2008
Net sales	$	378,643		$	456,352		$	1,223,647		$	1,365,651
Cost of sales		344,038			407,520			1,106,694			1,209,714
Gross profit		34,605			48,832			116,953			155,937
Operating expenses:
Selling and administrative expenses		22,491			26,350			70,104			73,965
Goodwill impairment costs		—			—			5,748			—
Restructuring costs		—			—			2,823			—
		22,491			26,350			78,675			73,965
Operating income		12,114			22,482			38,278			81,972
Other income (expense):
Interest expense		(2,680	)		(2,262	)		(8,343	)		(3,720	)
Interest income		448			1,827			1,851			6,365
Miscellaneous income (expense)		370			(258	)		712			(1,086	)
Income before income taxes		10,252			21,789			32,498			83,531
Income tax expense		1,042			4,357			1,222			16,706
Net income	$	9,210		$	17,432		$	31,276		$	66,825
Earnings per share:
Basic	$	0.23		$	0.42		$	0.79		$	1.50
Diluted	$	0.23		$	0.41		$	0.79		$	1.48
Weighted average shares outstanding:
Basic		39,445			41,962			39,382			44,674
Diluted		39,712			42,481			39,550			45,191

PLEXUS CORP.
NON-GAAP SUPPLEMENTAL INFORMATION
(in thousands, except per share data)
(unaudited)

Statements of Operations

	Three Months Ended				Nine Months Ended
	July 4,		June 28,		July 4,		June 28,
	2009		2008		2009		2008
Net income — GAAP	$	9,210	$	17,432	$	31,276	$	66,825
Add: Income tax expense		1,042		4,357		1,222		16,706
Income before income taxes — GAAP		10,252		21,789		32,498		83,531
Add: Goodwill impairment costs		—		—		5,748		—
Restructuring costs*		—		—		2,823		—
Income before income taxes, excluding impairment and restructuring costs — Non-GAAP		10,252		21,789		41,069		83,531
Income tax expense — Non-GAAP**		1,042		4,357		3,602		16,706
Net income — Non-GAAP	$	9,210	$	17,432	$	37,467	$	66,825
Earnings per share — Non-GAAP:
Basic	$	0.23	$	0.42	$	0.95	$	1.50
Diluted	$	0.23	$	0.41	$	0.95	$	1.48
Weighted average shares outstanding:
Basic		39,445		41,962		39,382		44,674
Diluted		39,712		42,481		39,550		45,191
* Summary of restructuring costs
Severance costs	$	—	$	—	$	1,948	$	—
Other exit costs		—		—		875		—
Total restructuring costs	$	—	$	—	$	2,823	$	—
** Impact to provision related to finalization of audit and change in laws
Impact to provision related to the finalization of federal and state income tax audits and changes in state income tax laws	$	—	$	—	$	1,377	$	—

PLEXUS CORP.
NON-GAAP SUPPLEMENTAL INFORMATION
(in thousands, except per share data)
(unaudited)

Operating Margin Calculation

	Three Months					Nine Months
	Ended		Operating			Ended		Operating
	July 4, 2009		Margin %			July 4, 2009		Margin %
Operating income	$	12,114		3.2	%	$	38,278		3.1	%
Goodwill impairment		—					5,748
Restructuring costs		—					2,823
Operating income excluding restructuring costs	$	12,114		3.2	%	$	46,849		3.8	%

ROIC Calculation

	Nine Months
	Ended
	July 4, 2009
Operating income	$	38,278
Add: Unusual (restructuring and impairment) Charges		8,571
Operating income (excluding unusual charges)		46,849
Annualized operating income		62,465
Tax rate (excluding unusual charges)	x	8	%
Tax impact	-	4,997
Operating income (tax-effected)	$	57,468
Average invested capital	$	462,037
ROIC		12.4	%

													Average
													Invested
	Jul 4, 2009			Apr 4, 2009			Jan 3, 2009			Sept 27, 2008			Capital
Equity	$	508,268		$	494,046		$	485,716		$	473,945
Plus:
Debt — current		17,000			16,921			17,014			16,694
Debt — non-current		138,301			141,376			145,517			154,532
Less:
Cash and cash equivalents		(215,493	)		(201,330	)		(178,391	)		(165,970	)
	$	448,076		$	451,013		$	469,856		$	479,201		$	462,037

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

	July 4,			September 27,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	215,493		$	165,970
Accounts receivable		205,440			253,496
Inventories		313,457			340,244
Deferred income taxes		13,482			15,517
Prepaid expenses and other		10,184			11,742
Total current assets		758,056			786,969
Property, plant and equipment, net		195,548			179,123
Goodwill, net		—			7,275
Deferred income taxes		7,423			2,620
Other		15,649			16,243
Total assets	$	976,676		$	992,230
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	17,000		$	16,694
Accounts payable		207,804			231,638
Customer deposits		27,180			26,863
Accrued liabilities:
Salaries and wages		26,602			41,086
Other		32,589			31,611
Total current liabilities		311,175			347,892
Long-term debt and capital lease obligations, net of current portion		138,301			154,532
Other liabilities		18,932			15,861
Shareholders’ equity:
Common stock, $.01 par value, 200,000 shares authorized, 46,905 and 46,772 shares issued, respectively, and 39,459 and 39,326 shares outstanding, respectively		469			468
Additional paid-in-capital		362,672			353,105
Common stock held in treasury, at cost, 7,446 shares for both periods		(200,110	)		(200,110	)
Retained earnings		340,984			309,708
Accumulated other comprehensive income		4,253			10,774
Total shareholders’ equity		508,268			473,945
Total liabilities and shareholders’ equity	$	976,676		$	992,230

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