8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

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

Date of Report: July 27, 2005

PLEXUS CORP.

(Exact name of registrant as specified in its charter)

Wisconsin	000-14824	39-1344447
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 12. Results of Operations and Financial Condition.

On July 27, 2005, Plexus Corp. announced its results for the third quarter of fiscal 2005, ended July 2, 2005. 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 27, 2005	/s/ F. Gordon Bitter
	F. Gordon Bitter Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

PLEXUS REPORTS RECORD Q3 REVENUES OF $313.7 MILLION

Initiates Q4 Guidance: Revenue of $315 to $325 Million

NEENAH, WI, July 27, 2005 — Plexus Corp. (NASDAQ: PLXS) announced record revenues of $313.7 million for the third fiscal quarter ended July 2, 2005, up 14.2% compared to $274.8 million in the prior-year period. The net loss of $21.5 million, or $0.50 per fully diluted share, for the third fiscal quarter includes a previously announced impairment of goodwill and restructuring costs totaling $27.6 million ($27.5 million after-tax). Excluding these special items, the Company had pro-forma net income for the third fiscal quarter of $7.0 million, or $0.16 per fully diluted share.

Plexus provides non-GAAP supplemental information — more specifically, pro-forma net income and EPS excluding restructuring and impairment costs. These non-GAAP financial data are provided to facilitate meaningful period-to-period comparisons of underlying operational performance by eliminating infrequent or unusual charges. Similar non-GAAP measures are used for internal management assessments because such measures provide additional insight into ongoing financial performance. Please refer to the attached accompanying reconciliations of the GAAP net income and EPS to the non-GAAP supplemental data.

Dean Foate, President and Chief Executive Officer, said, “I’m extremely pleased with the progress we made this quarter in enhancing the Company’s fundamental financial performance on higher revenues and improved operations. As we had expected, our start-up facility in Penang, Malaysia became profitable in the quarter. Looking ahead, we anticipate revenues in the final fiscal quarter to be in the range of $315 to $325 million, and on these revenues we would anticipate fully diluted earnings per share before special items of $0.16 to $0.18.”

Gordon Bitter, Chief Financial Officer, added, “We continued to improve the balance sheet this quarter, and the cash conversion cycle was reduced by 9 days primarily due to better accounts payable. Cash and investments increased $34.1 million in the quarter.”

Bitter continued, “Goodwill impairment of $26.9 million in the third quarter reflects now-lowered profit and cash flow expectations from previous acquisitions in the U.K. and Mexico. Restructuring charges of $0.7 million during the quarter were primarily for additional severance costs associated with a reduction of corporate executive management, a previously disclosed site closure, and a planned workforce reduction at another facility.”

Bitter concluded, “The pro-forma effective tax rate for the year-to-date was reduced from 8% to 5.5%, and the impact of the lower rate in the third quarter was $0.01 per share. The lower tax rate was due to increased income in jurisdictions where we currently do not pay income taxes.”

REVISED SECTOR BREAKOUT

Effective in fiscal 2005, Plexus began reporting revenues based on the sector breakout set forth in the table below. These sectors better reflect the Company’s sales and marketing focus.

Industry	Q3 — Fiscal 2005		Q2 — Fiscal 2005
Wireline/Networking		38%		37%
Wireless Infrastructure		11%		11%
Medical		28%		30%
Industrial/Commercial		19%		17%
Defense/Security/Aerospace		4%		5%

Fiscal Q3 Highlights

• Top 10 customers comprised 60% of sales during the quarter, up from 59% in the previous quarter.

• Juniper Networks, Inc., with 20% of sales, and General Electric Corp. with 12% of sales, were the only customers representing 10% or more of sales for the quarter.

• Cash flow provided by operations was approximately $39.0 million for the quarter.

• Cash Conversion Cycle

Cash Conversion Cycle	Q3 — Fiscal 2005	Q2 — Fiscal 2005
Days in Inventory	56 Days	56 Days
Days in Accounts Receivable	50 Days	51 Days
Days in Accounts Payable	(44) Days	(36) Days
Annualized Cash Cycle	62 Days	71 Days

Conference Call/Webcast and Replay Information

What:	Plexus Corp.’s Fiscal Q3 Earnings Conference Call
When:	Thursday, July 28th, 2005 at 8:30 a.m. Eastern
Where:	877-234-1973 or 973-935-8412 with conference ID: Plexus http://ir.plexus.com/ (requires Windows Media Player)
Replay:	The call will be archived until August 5, 2005 at Noon http://ir.plexus.com/ or via telephone replay at 877-519-4471 or 973-341-3080 PIN: 6211060

For further information, please contact:
Gordon Bitter, CFO
920-722-3451 or email at Gordon.Bitter@Plexus.com

(more)

About Plexus Corp. — The Product Realization Company

Plexus (www.plexus.com) participates in the Electronics Manufacturing Services (EMS) industry, providing product design, test, manufacturing and fulfillment and aftermarket solutions to branded product companies in the Wireline/Networking, Wireless Infrastructure, Medical, Industrial/Commercial and Defense/Security/Aerospace industries.

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 customer programs that require flexibility, scalability, technology and quality.

Plexus provides award-winning customer service to more than 150 branded product companies in North America, Europe and Asia.

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,” “anticipate,” “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, including, but not limited to, the economic performance of the electronics and technology industries; the risk of customer delays, changes or cancellations in both on-going and new programs; the Company’s ability to secure new customers and maintain its current customer base; 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; the adequacy of restructuring and similar charges as compared to actual expenses, and possible unexpected costs and operating disruption in transitioning programs; the effect of general economic conditions and world events (such as terrorism); the impact of increased competition; and other risks detailed in the Company’s Securities and Exchange Commission filings.

(Financial tables follow)

PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
(unaudited)

	Three Months Ended						Nine Months Ended
	July 2,			June 30,			July 2,			June 30,
	2005			2004			2005			2004
Net sales	$	313,709		$	274,817		$	906,675		$	767,552
Cost of sales		286,572			251,838			831,698			703,765
Gross profit		27,137			22,979			74,977			63,787
Operating expenses:
Selling and administrative expenses		19,298			17,846			56,615			50,519
Restructuring and impairment costs		27,644			5,494			39,162			5,494
		46,942			23,340			95,777			56,013
Operating income (loss)		(19,805	)		(361	)		(20,800	)		7,774
Other income (expense):
Interest expense		(878	)		(802	)		(2,640	)		(2,300	)
Miscellaneous		207			202			1,403			1,028
Income (loss) before income taxes		(20,476	)		(961	)		(22,037	)		6,502
Income tax expense (benefit)		1,022			(193	)		897			1,300
Net income (loss)	$	(21,498	)	$	(768	)	$	(22,934	)	$	5,202
Earnings per share:
Basic	$	(0.50	)	$	(0.02	)	$	(0.53	)	$	0.12
Diluted	$	(0.50	)	$	(0.02	)	$	(0.53	)	$	0.12
Weighted average shares outstanding:
Basic		43,369			43,056			43,291			42,890
Diluted		43,369			43,056			43,291			43,944

PLEXUS CORP.
NON-GAAP SUPPLEMENTAL INFORMATION

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	July 2,			June 30,			July 2,			June 30,
	2005			2004			2005			2004
	(unaudited)
Net income (loss) — GAAP	$	(21,498	)	$	(768	)	$	(22,934	)	$	5,202
Add income tax expense (benefit)		1,022			(193	)		897			1,300
Income (loss) before income taxes — GAAP		(20,476	)		(961	)		(22,037	)		6,502
Add: Restructuring and impairment costs*		27,644			5,494			39,162			5,494
Income (loss) before income taxes and excluding restructuring and impairment costs — Non-GAAP		7,168			4,533			17,125			11,996
Income tax expense (benefit) — Non-GAAP		146			907			942			2,399
Net income — Non-GAAP	$	7,022		$	3,626		$	16,183		$	9,597
Earnings per share — Non-GAAP:
Basic	$	0.16		$	0.08		$	0.37		$	0.22
Diluted	$	0.16		$	0.08		$	0.37		$	0.22
Weighted average shares outstanding:
Basic		43,369			43,056			43,291			42,890
Diluted		43,881			43,810			43,788			43,944
* Summary of restructuring and impairment costs
Restructuring and impairment costs:
Goodwill impairment	$	26,915		$	—		$	26,915		$	—
Severance costs		653			743			2,190			743
Lease exit costs and other		65			4,703			5,754			4,703
Asset impairments		11			48			4,303			48
Total restructuring and impairment costs	$	27,644		$	5,494		$	39,162		$	5,494

PLEXUS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	July 2,		September 30,
	2005		2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	64,225	$	40,924
Short-term investments		6,000		4,005
Accounts receivable		170,877		148,301
Inventories		174,750		173,518
Deferred income taxes		202		1,727
Prepaid expenses and other		10,973		5,972
Total current assets		427,027		374,447
Property, plant and equipment, net		120,252		129,586
Goodwill, net		7,005		34,179
Deferred income taxes		1,161		—
Other		8,236		7,496
Total assets	$	563,681	$	545,708
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	1,165	$	811
Accounts payable		138,172		100,588
Customer deposits		14,542		11,952
Accrued liabilities:
Salaries and wages		22,069		26,050
Other		20,762		19,686
Total current liabilities		196,710		159,087
Long-term debt and capital lease obligations		22,523		23,160
Other liabilities		14,043		12,048
Deferred income taxes		3,646		—
Shareholders’ equity:
Common stock, $.01 par value, 200,000 shares authorized, 43,518 and 43,184 shares issued and outstanding, respectively		435		432
Additional paid-in-capital		271,144		267,925
Retained earnings		48,326		71,260
Accumulated other comprehensive income		6,854		11,796
Total shareholders’ equity		326,759		351,413
Total liabilities and shareholders’ equity	$	563,681	$	545,708

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