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: January 25, 2006

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 2.02. Results of Operations and Financial Condition.

On January 25, 2006, Plexus Corp. announced its results for the first quarter ended December 31, 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: January 25, 2006	PLEXUS CORP. (Registrant)
	By:	/s/ F. Gordon Bitter
		F. Gordon Bitter
		Chief Financial Officer

2

EX-99.1

EXHIBIT 99.1

PLEXUS’ FIRST QUARTER REVENUES AND EARNINGS EXCEED EARLIER GUIDANCE

Record First Fiscal Quarter Revenues of $328 Million
Net Income of $12.6 Million and Diluted EPS of $0.28

PROVIDES GUIDANCE FOR SECOND FISCAL QUARTER

NEENAH, WI. January 25, 2006-Plexus Corp. (NASDAQ:PLXS) announced that revenues in its first fiscal quarter ended December 31, 2005 increased 14% to a record $328.3 million from $287.5 million in the comparable prior-year period, which ended January 1, 2005. Net income in the first fiscal quarter of 2006 was $12.6 million, or the equivalent of $0.28 per fully diluted share. The prior period’s net income was $3.0 million, or $0.07 per fully diluted share, which included $0.9 million, or $0.02 per fully diluted share, of restructuring costs. Although there were no pro-forma adjustments for restructuring costs in the current quarter, a reconciliation of the GAAP net income and EPS to the non-GAAP pro-forma statement for the prior-year period is attached.

Dean Foate, President and CEO commented, “We are extremely pleased with the strong operational performances by our business units in the first fiscal quarter. Revenues and earnings exceeded our previous guidance to the investment community, and our after-tax Return on Capital Employed (ROCE) improved to an annualized 19%.”

Mr. Foate provided specific guidance for the second fiscal quarter and reaffirmed the earlier outlook for the full year: “Looking ahead to the second fiscal quarter, we currently anticipate revenues in the range of $330 million to $345 million and fully diluted earnings per share of $0.31 to $0.36, excluding any restructuring costs. Although we anticipate modest sequential revenue growth in the second fiscal quarter, we are encouraged by recent new program wins — especially within the Defense/Security/Aerospace Sector — and we are increasingly confident that we can attain full-year revenue growth of 15-18%.”

Gordon Bitter, Chief Financial Officer, added, “The first quarter’s earnings included approximately $0.02 per fully diluted share for stock-based compensation expense. We continued to improve balance sheet metrics, and we shaved an additional day from our cash conversion cycle. Cash flow from operations was a positive $19.5 million, and cash and short-term investments increased $11.0 million from the fiscal 2005 year-end balance to $119.7 million.”

Plexus provides non-GAAP supplemental information. These pro-forma income statements exclude transactions that are not expected to have an effect on future operations. Such transactions include restructuring and impairment costs, as well as the establishment of valuation allowances for deferred tax assets. 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.

SECTOR BREAKOUT
Plexus reports revenues based on the industry sector breakout set forth in the table below, which reflects the Company’s sales and marketing focus.

Industry	Q1 — Fiscal 2006			Q4 — Fiscal 2005
Wireline/Networking		42	%		37	%
Wireless Infrastructure		8	%		9	%
Medical		28	%		33	%
Industrial/Commercial		17	%		16	%
Defense/Security/Aerospace		5	%		5	%

Fiscal Q1 Highlights

• Top 10 customers comprised 61% of sales during the quarter, the same as in the previous quarter.

• Juniper Networks Inc., with 22% of sales, and General Electric Corp., with 15% of sales, were the only customers representing 10% or more of sales for the quarter.

• Cash flow provided by operations was approximately $19.5 million for the quarter.

• Cash Conversion Cycle:

Cash Conversion Cycle	Q1 — Fiscal 2006	Q4 — Fiscal 2005
Days in Inventory	56 Days	56 Days
Days in Accounts Receivable	48 Days	47 Days
Days in Accounts Payable	(52) Days	(50) Days
Annualized Cash Cycle	52 Days	53 Days

Conference Call/Webcast and Replay Information

What:	Plexus Corp.’s Fiscal Q1 Earnings Conference Call
When:	Thursday, January 26, 2006 at 8:30 a.m. Eastern Time
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 February 2, 2006 at Noon Eastern Time http://ir.plexus.com/ Or via telephone replay at 877-519-4471 or 973-341-3080 PIN: 6877990

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

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About Plexus Corp. — The Product Realization Company
Plexus (www.plexus.com) is an award-winning participant 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 ongoing 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)

	Three Months Ended
	December 31,			January 1,
	2005			2005
	(unaudited)
Net sales	$	328,306		$	287,480
Cost of sales		297,031			265,185
Gross profit		31,275			22,295
Operating expenses:
Selling & administrative expenses		18,407			18,074
Restructuring and impairment costs		—			884
		18,407			18,958
Operating income		12,868			3,337
Other income (expense):
Interest expense		(830	)		(871	)
Miscellaneous		794			819
Income before income taxes		12,832			3,285
Income tax expense		232			263
Net income	$	12,600		$	3,022
Earnings per share:
Basic	$	0.29		$	0.07
Diluted	$	0.28		$	0.07
Weighted average shares outstanding:
Basic		43,897			43,191
Diluted		45,099			43,753

NON-GAAP SUPPLEMENTAL INFORMATION
(in thousands, except per share data)

	Three Months Ended
	December 31,		January 1,
	2005		2005
	(unaudited)
Net income — GAAP	$	12,600	$	3,022
Add income tax expense		232		263
Income before income taxes— GAAP		12,832		3,285
Add: Restructuring and impairment costs*		—		884
Income before income taxes and excluding restructuring and impairment costs — Non-GAAP		12,832		4,169
Income tax expense — Non-GAAP		232		334
Net income — Non-GAAP	$	12,600	$	3,835
Earnings per share — Non-GAAP:
Basic	$	0.29	$	0.09
Diluted	$	0.28	$	0.09
Weighted average shares outstanding:
Basic		43,897		43,191
Diluted		45,099		43,753
Summary of restructuring and impairment costs*
Restructuring and impairment costs:
Severance costs	$	—	$	732
Lease exit costs and other		—		28
Adjustment to asset impairment arising from a sublease of the San Diego facility		—		432
Adjustment to lease exit costs arising from a sublease of the Seattle facility		—		(308	)
Total restructuring and impairment costs	$	—	$	884

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

	December 31,		October 1,
	2005		2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	109,667	$	98,727
Short-term investments		10,000		10,000
Accounts receivable		173,666		167,345
Inventories		183,779		180,098
Deferred income taxes		88		127
Prepaid expenses and other		5,865		5,693
Total current assets		483,065		461,990
Property, plant and equipment, net		128,686		123,140
Goodwill, net		6,790		6,995
Other		8,869		8,343
Total assets	$	627,410	$	600,468
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	1,758	$	770
Accounts payable		169,863		159,068
Customer deposits		8,068		7,707
Accrued liabilities:
Salaries and wages		22,651		24,052
Other		32,990		31,001
Total current liabilities		235,330		222,598
Long-term debt and capital lease obligations		21,959		22,310
Other liabilities		13,369		13,499
Deferred income taxes		1,280		2,046
Shareholders’ equity:
Common stock, $.01 par value, 200,000 shares authorized, 44,048 and 43,752 shares issued and outstanding, respectively		440		438
Additional paid-in-capital		277,443		273,419
Retained earnings		71,443		58,843
Accumulated other comprehensive income		6,146		7,315
Total shareholders’ equity		355,472		340,015
Total liabilities and shareholders’ equity	$	627,410	$	600,468

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