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: November 1, 2006

PLEXUS CORP.

(Exact name of registrant as specified in its charter)

Wisconsin	000-14824	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))

TABLE OF CONTENTS

Press Release

Item 2.02. Results of Operations and Financial Condition.

On November 1, 2006, Plexus Corp. announced results for the fourth quarter ended September 30, 2006. A copy of Plexus’ related press release is furnished to the Commission by attaching it as Exhibit 99.1 to this report.

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* * * * *

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: November 1, 2006	PLEXUS CORP. (Registrant)
	By:	/s/ F. Gordon Bitter
		F. Gordon Bitter
		Chief Financial Officer

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EX-99.1

FOR IMMEDIATE RELEASE

PLEXUS REPORTS FOURTH QUARTER AND FISCAL 2006 REVENUES AND EARNINGS

• Record Revenues and Earnings for Fiscal 2006

• Initiates Guidance for First Quarter of Fiscal 2007

NEENAH, WI, November 1, 2006-Plexus Corp. (NASDAQ:PLXS) today announced that revenues for its fourth quarter of fiscal 2006 ended September 30, 2006 increased 23% to $396.9 million from $322.2 million in the same quarter last year. Net income in the fourth quarter was a record $42.6 million, or $0.91 per diluted share, which included $0.03 for share-based compensation expense. Net income in the comparable prior year period was $10.5 million, or $0.24 per diluted share. The most recent quarter’s net income included two non-operational adjustments: a $17.7 million favorable adjustment to the tax provision for a reduction in the valuation allowance on deferred tax assets and a $0.5 million net loss on the adoption of “FIN 47” concerning conditional asset retirement obligations. On a non-GAAP basis that excludes these adjustments, the Company earned record quarterly net income of $25.5 million, or $0.54 per diluted share, in the fourth quarter.

Revenues for the full year were a record $1.461 billion, a 19% increase over the prior year. Net income for fiscal 2006 was a record $100.0 million, equivalent to $2.15 per diluted share, which included $0.06 for share-based compensation expense. Fiscal 2005’s net loss was $(12.4) million, or $(0.29) per diluted share. On a non-GAAP basis, which excludes the adjustments noted above, the Company earned net income of $82.9 million, or $1.78 per diluted share in fiscal 2006. The non-GAAP net income for fiscal 2005, which excludes restructuring and impairment costs, was $26.7 million, or $0.61 per diluted share.

Dean Foate, President and CEO, commented, “We are pleased with the progress made this year to return the Company to solid profitability and sustainable growth. We delivered on our commitment to achieve profitable growth in 2006. Revenues increased 19%, and we expanded our operating margins to 5.5%. Our 28.8% after-tax return on capital employed for the year was among the highest in the EMS industry. The turnaround, which we started four years ago, is complete, and we can now turn all of our attention on enhancing long-term value for our shareholders. Consistent with our recent experience, we are targeting annual revenue growth in the range of 15% to 18% in fiscal 2007.”

Addressing the first quarter of fiscal 2007, Mr. Foate added,” We currently anticipate revenues for the first quarter to be in the range of $385 million to $395 million and expect diluted earnings per share (before any restructuring costs) in the range of $0.31 to $0.35. Earnings guidance includes approximately $0.03 per diluted share for share-based compensation. The slightly lower sequential revenues anticipated in the first quarter are attributable to lower expectations for a large defense program offset, in part, by the ramp of recent new program wins. In addition, after-tax earnings comparisons this year will be more difficult due to an increase in the expected effective tax rate to about 25% from the current rate of less than 1%.”

Gordon Bitter, CFO commented, “The balance sheet was strengthened in 2006 by strong cash flows from operations. Cash and Cash Equivalents and Short Term Investments at year-end 2006 were $194.9 million, an increase of $86.2 million over the prior year-end balance. We currently expect capital expenditures to increase substantially in fiscal 2007 to approximately $70 million to support anticipated growth in Asia and reinvestment requirements in North America.”

Plexus provides non-GAAP supplemental information. These non-GAAP income statements exclude transactions that are not expected to have an effect on future operations. Such transactions include restructuring and asset impairment costs, as well as the establishment or reduction of the valuation allowance 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 financial 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	Q4 – Fiscal 2006			Q3 - Fiscal 2006
Wireline/Networking		38	%		38	%
Wireless Infrastructure		8	%		6	%
Medical		25	%		25	%
Industrial/Commercial		18	%		17	%
Defense/Security/Aerospace		11	%		14	%

Fiscal Q4 Highlights

• Top 10 customers comprised 59% of sales during the quarter, down 4 percentage points from the previous quarter.

• Juniper Networks Inc., with 17% of sales, and General Electric Corp., with 12% of sales, were the only customers representing 10% or more of revenues for the fourth quarter.

• Cash flow provided by operations was approximately $33.5 million for the quarter.

• Capital expenditures for the quarter were $8.6 million.

• Cash Conversion Cycle:

Cash Conversion Cycle	Q4 – Fiscal 2006	Q3 – Fiscal 2006
Days in Accounts Receivable	48 Days	50 Days
Days in Inventory	58 Days	60 Days
Days in Accounts Payable	(56) Days	(60) Days
Annualized Cash Cycle	50 Days	50 Days

Conference Call/Webcast and Replay Information

What:	Plexus Corp.’s Fiscal Q4 Earnings Conference Call
When:	Thursday, November 2, 2006 at 8:30 a.m. Eastern Time
Where:	888-823-7459 or 973-935-8751 with conference ID: 7947092
	http://www.videonewswire.com/PLXS/110206/
	(requires Windows Media Player)
Replay:	The call will be archived until November 9, 2006 at noon Eastern Time
	http://www.videonewswire.com/PLXS/110206/
	Or via telephone replay at 877-519-4471 or 973-341-3080
	PIN: 7947092

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

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, technology and defense 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, including our planned expansions in Asia; the adequacy of restructuring and similar charges as compared to actual expenses; possible unexpected costs and operating disruption in transitioning programs; the effect of general economic conditions and world events (such as 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.

(Financial tables follow)

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

	Three Months Ended						Twelve Months Ended
	September 30,			October 1,			September 30,			October 1,
	2006			2005			2006			2005
Net sales	$	396,942		$	322,207		$	1,460,557		$	1,228,882
Cost of sales		352,061			291,448			1,301,857			1,123,146
Gross profit		44,881			30,759			158,700			105,736
Operating expenses:
Selling and administrative expenses		20,354			19,704			78,438			76,319
Goodwill impairment		—			—			—			26,915
Restructuring and asset impairment costs		—			—			—			12,247
		20,354			19,704			78,438			115,481
Operating income (loss)		24,527			11,055			80,262			(9,745	)
Other income (expense):
Interest expense		(855	)		(831	)		(3,507	)		(3,471	)
Interest income		1,937			985			6,163			2,688
Miscellaneous income (expense)		(223	)		(169	)		434			(470	)
Income (loss) before income taxes and cumulative effect of change in accounting principle – net of income tax		25,386			11,040			83,352			(10,998	)
Income tax expense (benefit)		(17,758	)		523			(17,178	)		1,419
Income (loss) before cumulative effect of change in accounting principle		43,144			10,517			100,530			(12,417	)
Cumulative effect of change in accounting principle, – net of income tax		505			—			505			—
Net income (loss)	$	42,639		$	10,517		$	100,025		$	(12,417	)
Earnings per share:
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	0.93		$	0.24		$	2.23		$	(0.29	)
Cumulative effect of change in accounting principle, – net of income tax		0.01			—			0.01			—
Net income (loss)	$	0.92		$	0.24		$	2.22		$	(0.29	)
Diluted:
Income (loss) before cumulative effect of change accounting principle	$	0.92		$	0.24		$	2.16		$	(0.29	)
Cumulative effect of change in accounting principle, – net of income tax		0.01			—			0.01			—
Net income (loss)	$	0.91		$	0.24		$	2.15		$	(0.29	)
Weighted average shares outstanding:
Basic		46,208			43,622			45,146			43,373
Diluted		46,860			44,393			46,490			43,373

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

	Three Months Ended					Twelve Months Ended
	September 30,			October 1,		September 30,			October 1,
	2006			2005		2006			2005
	(unaudited)
Net income (loss) – GAAP	$	42,639		$	10,517	$	100,025		$	(12,417	)
Add cumulative effect of change in accounting principle – net of income tax		505			—		505			—
Add income tax expense (benefit)		(17,758	)		523		(17,178	)		1,419
Income (loss) before income taxes and cumulative effect of change in accounting principle – net of income tax – GAAP		25,386			11,040		83,352			(10,998	)
Add: Restructuring and impairment costs*		—			—		—			39,162
Income before cumulative effect of change in accounting principle (net of income tax) and income taxes and excluding restructuring and impairment costs – Non-GAAP		25,386			11,040		83,352			28,164
Income tax expense (benefit) – Non-GAAP**		(83	)		477		496			1,419
Net income – Non-GAAP	$	25,469		$	10,563	$	82,856		$	26,745
Earnings per share – Non-GAAP:
Basic	$	0.55		$	0.24	$	1.84		$	0.62
Diluted	$	0.54		$	0.24	$	1.78		$	0.61
Weighted average shares outstanding:
Basic		46,208			43,622		45,146			43,373
Diluted		46,860			44,393		46,490			43,913
* Summary of restructuring and impairment costs
Restructuring and impairment costs:
Goodwill impairment	$	—		$	—	$	—		$	26,915
Lease exit costs and other		—			—		—			5,754
Asset impairments		—			—		—			4,303
Severance costs		—			—		—			2,190
Total restructuring and impairment costs	$	—		$	—	$	—		$	39,162
** Impact related to the reversal of the valuation allowance
Reversal of the valuation allowance to income taxes	$	(17,674	)	$	—	$	(17,674	)	$	—

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

	September 30,		October 1,
	2006		2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	164,912	$	98,727
Short-term investments		30,000		10,000
Accounts receivable		209,737		167,345
Inventories		224,342		180,098
Deferred income taxes		10,232		127
Prepaid expenses and other		6,226		5,693
Total current assets		645,449		461,990
Property, plant and equipment, net		134,437		123,140
Goodwill, net		7,400		6,995
Deferred income taxes		4,542		1,572
Other		9,634		8,343
Total assets	$	801,462	$	602,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	997	$	770
Accounts payable		215,332		159,068
Customer deposits		7,091		7,707
Accrued liabilities:
Salaries and wages		33,153		24,052
Other		29,808		31,001
Total current liabilities		286,381		222,598
Long-term debt and capital lease obligations		25,653		22,310
Other liabilities		7,861		13,499
Deferred income taxes		—		3,618
Shareholders’ equity:
Common stock, $.01 par value, 200,000 shares authorized, 46,217 and 43,752 shares issued and outstanding, respectively		462		438
Additional paid-in-capital		312,785		273,419
Retained earnings		158,868		58,843
Accumulated other comprehensive income		9,452		7,315
Total shareholders’ equity		481,567		340,015
Total liabilities and shareholders’ equity	$	801,462	$	602,040