UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X)		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 2, 2011

or

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

Commission File Number 001-14423

PLEXUS CORP.

(Exact name of registrant as specified in charter)

		Wisconsin		39-1344447
		(State of Incorporation)		(IRS Employer Identification No.)

One Plexus Way
Neenah, Wisconsin 54956
(Address of principal executive offices)(Zip Code)
Telephone Number (920) 722-3451
(Registrant’s telephone number, including Area Code)

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ü		No

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ü		No

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ü		Accelerated filer
Non-accelerated filer		Smaller reporting company
(Do not check if a smaller reporting company)

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes		No  ü

          As of July 29, 2011, there were 35,432,308 shares of Common Stock of the Company outstanding.

PLEXUS CORP.

July 2, 2011

PART I.		FINANCIAL INFORMATION					3
	ITEM 1.			FINANCIAL STATEMENTS			3
				Condensed Consolidated Statements of Operations and Comprehensive Income			3
				Condensed Consolidated Balance Sheets			4
				Condensed Consolidated Statements of Cash Flows			5
				Notes to Condensed Consolidated Financial Statements			6
	ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			18
				“Safe Harbor” Cautionary Statement			18
				Overview			19
				Executive Summary			20
				Results of Operations			21
				Reportable Segments			24
				Liquidity and Capital Resources			25
				Contractual Obligations, Commitments and Off-Balance Sheet Obligations			28
				Disclosure About Critical Accounting Policies			28
				New Accounting Pronouncements			28
	ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			29
	ITEM 4.			CONTROLS AND PROCEDURES			30
PART II.		OTHER INFORMATION					31
	ITEM 1.			Legal Proceedings			31
	ITEM 1A.			Risk Factors			31
	ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			32
	ITEM 6.			Exhibits			32
SIGNATURES							34
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Unaudited

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Net sales		$	559,183			$	536,384			$	1,693,102			$	1,457,761
Cost of sales			505,109				480,836				1,528,648				1,307,201
Gross profit			54,074				55,548				164,454				150,560
Selling and administrative expenses			29,189				28,516				85,310				79,918
Operating income			24,885				27,032				79,144				70,642
Other income (expense):
Interest expense			(3,301	)			(2,359	)			(7,564	)			(7,336	)
Interest income			388				320				954				1,143
Miscellaneous			750				(128	)			593				(239	)
Income before income taxes			22,722				24,865				73,127				64,210
Income tax expense			682				497				2,194				1,284
Net income		$	22,040			$	24,368			$	70,933			$	62,926
Earnings per share:
Basic		$	0.60			$	0.60			$	1.81			$	1.58
Diluted		$	0.58			$	0.59			$	1.78			$	1.54
Weighted average shares outstanding:
Basic			37,021				40,337				39,135				39,935
Diluted			37,860				41,208				39,923				40,753
Comprehensive income:
Net income		$	22,040			$	24,368			$	70,933			$	62,926
Derivative instrument fair market value adjustment – net of income tax			818				(573	)			3,265				1,353
Foreign currency translation adjustments			281				30				2,651				(1,136	)
Comprehensive income		$	23,139			$	23,825			$	76,849			$	63,143

See notes to condensed consolidated financial statements.

PLEXUS CORP. AND SUBSIDIARIES

(in thousands, except per share data)

Unaudited

		July 2,				October 2,
		2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	208,729			$	188,244
Accounts receivable, net of allowances of $2,353 and $1,400, respectively			301,213				311,205
Inventories			484,041				492,430
Deferred income taxes			22,054				18,959
Prepaid expenses and other			19,965				15,153
Total current assets			1,036,002				1,025,991
Property, plant and equipment, net			247,785				235,714
Deferred income taxes			10,158				11,787
Other			18,587				16,887
Total assets		$	1,312,532			$	1,290,379
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	17,191			$	17,409
Accounts payable			307,864				360,686
Customer deposits			32,542				27,301
Accrued liabilities:
Salaries and wages			37,290				46,639
Other			48,602				50,484
Total current liabilities			443,489				502,519
Long-term debt and capital lease obligations, net of current portion			274,677				112,466
Other liabilities			21,709				23,539
Total non-current liabilities			296,386				136,005
Commitments and contingencies (Note 13)			-				-
Shareholders’ equity:
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or outstanding			-				-
Common stock, $.01 par value, 200,000 shares authorized, 48,278 and 47,849 shares issued, respectively, and 35,549 and 40,403 shares outstanding, respectively			483				478
Additional paid-in capital			413,405				399,054
Common stock held in treasury, at cost, 12,729 and 7,446 shares, respectively			(370,513	)			(200,110	)
Retained earnings			516,501				445,568
Accumulated other comprehensive income			12,781				6,865
Total shareholders’ equity			572,657				651,855
Total liabilities and shareholders’ equity		$	1,312,532			$	1,290,379

See notes to condensed consolidated financial statements.

PLEXUS CORP. AND SUBSIDIARIES

(in thousands)

Unaudited

		Nine Months Ended
		July 2,				July 3,
		2011				2010
Cash flows from operating activities
Net income		$	70,933			$	62,926
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation			34,420				29,206
Loss (gain) on sale of property, plant and equipment			40				(215	)
Deferred income taxes			1,646				(7,275	)
Stock based compensation expense			8,218				7,104
Changes in operating assets and liabilities:
Accounts receivable			11,472				(81,713	)
Inventories			10,182				(146,869	)
Prepaid expenses and other			(6,467	)			(4,784	)
Accounts payable			(55,471	)			80,203
Customer deposits			5,117				1,561
Accrued liabilities and other			(12,889	)			33,095
Cash flows provided by (used in) operating activities			67,201				(26,761	)
Cash flows from investing activities
Payments for property, plant and equipment			(47,391	)			(47,332	)
Proceeds from sales of property, plant and equipment			2,080				231
Cash flows used in investing activities			(45,311	)			(47,101	)
Cash flows from financing activities
Proceeds from debt issuance			175,000				-
Payments on debt and capital lease obligations			(13,142	)			(16,704	)
Purchases of common stock			(170,403	)			-
Proceeds from exercise of stock options			4,899				20,815
Income tax benefit of stock option exercises			1,239				2,111
Cash flows (used in) provided by financing activities			(2,407	)			6,222
Effect of exchange rate changes on cash and cash equivalents			1,002				(539	)
Net increase (decrease) in cash and cash equivalents			20,485				(68,179	)
Cash and cash equivalents:
Beginning of period			188,244				258,382
End of period		$	208,729			$	190,203

See notes to condensed consolidated financial statements.

PLEXUS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JULY 2, 2011 AND JULY 3, 2010
Unaudited

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

               The accompanying condensed consolidated financial statements included herein have been prepared by Plexus Corp. and its subsidiaries (“Plexus” or the “Company”) without audit and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of the Company, the accompanying condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the consolidated financial position of the Company as of July 2, 2011, and the results of operations for the three and nine months ended July 2, 2011 and July 3, 2010, and the cash flows for the same nine month periods.

               Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to the SEC’s rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the condensed consolidated financial statements included herein are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2010 Annual Report on Form 10-K.

               The Company’s fiscal year ends on the Saturday closest to September 30. The Company also uses a “4-4-5” weekly accounting system for the interim periods in each quarter. Each quarter therefore ends on a Saturday at the end of the 4-4-5 period. Periodically, an additional week must be added to the fiscal year to re-align with the Saturday closest to September 30. The accounting periods for the three and nine months ended July 2, 2011 and July 3, 2010 each included 91 days and 273 days, respectively.

               In the fiscal first quarter of 2011, as previously announced, we completed our migration to a regional reporting structure. This change included establishing regional targets for various financial metrics, delegating additional authority to the regions to manage their business, and changing our related internal reporting. Given this change to regional reporting and management, as well as in the information used by management for assessing performance and allocating Company resources, we modified our reporting segments. Prior to fiscal 2011, the Company’s reportable segments consisted of the United States, Asia, Europe and Mexico. During the fiscal first quarter of 2011, we combined our United States and Mexico segments into the “Americas” (AMER) segment and renamed our Asia segment “Asia Pacific” (APAC) and our Europe segment “Europe, Middle East and Africa” (EMEA) to better represent our long-range regional focus. As a result, we have conformed all prior period segment presentations to be consistent with our current reportable segments. See Note 10 - Business Segment, Geographic and Major Customer Information for further information.

Cash and Cash Equivalents:

               Cash and cash equivalents include highly liquid investments with original maturities of three months or less at the time of purchase.

Fair Value of Financial Instruments

               The Company holds financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable, debt, and capital lease obligations. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and capital lease obligations as reported in the condensed consolidated financial statements approximate fair value. Accounts receivable were reflected at net realizable value based on anticipated losses due to potentially uncollectible balances. Anticipated losses were based on management’s analysis of historical losses and changes in customers’ credit status. The fair value of the Company’s long-term debt was $302.4 million and $105.2 million as of July 2, 2011 and October 2, 2010, respectively. The carrying value of the

Company’s long-term debt was $276.3 million and $112.5 million as of July 2, 2011 and October 2, 2010, respectively. The Company uses quoted market prices when available or discounted cash flows to calculate the fair value of its term loan debt.

               Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (or exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance establishes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. The input levels are:

               Level 1: Quoted (observable) market prices in active markets for identical assets or liabilities.

               Level 2: Inputs other than Level 1 that are observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

               Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

NOTE 2 - INVENTORIES

               Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of direct materials, labor, and overhead. The major classes of inventories, net of applicable lower of cost or market write-downs, were as follows (in thousands):

		July 2,				October 2,
		2011				2010
Raw materials		$	356,122			$	365,883
Work-in-process			42,578				56,036
Finished goods			85,341				70,511
		$	484,041			$	492,430

               Per contractual terms, customer deposits are received by the Company to offset obsolete and excess inventory risks. The total amount of customer deposits related to inventory and included within current liabilities on the accompanying Condensed Consolidated Balance Sheets as of July 2, 2011 and October 2, 2010 was $31.2 million and $25.8 million, respectively.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

               Property, plant and equipment consisted of the following categories (in thousands):

		July 2,				October 2,
		2011				2010
Land, buildings and improvements		$	156,276			$	138,230
Machinery and equipment			271,569				255,138
Computer hardware and software			82,902				79,108
Construction in progress			24,281				22,145
			535,028				494,621
Less: accumulated depreciation			(287,243	)			(258,907	)
		$	247,785			$	235,714

NOTE 4 - LONG-TERM DEBT

               On April 4, 2008, the Company entered into its credit agreement (the “Credit Facility”) with a group of banks which allows the Company to borrow $150 million in term loans and $100 million in revolving loans. The $150 million in term loans was immediately funded and the $100 million revolving credit facility is currently available. The Credit Facility is unsecured and the revolving credit facility may be increased by an additional $100

million (the “accordion feature”) if the Company has not previously terminated all or any portion of the Credit Facility, there is no event of default existing under the Credit Facility and both the Company and the administrative agent consent to the increase. The Credit Facility expires on April 4, 2013. Borrowings under the Credit Facility may be either through term loans or revolving or swing loans or letter of credit obligations. As of July 2, 2011, the Company has term loan borrowings of $101.3 million outstanding and no revolving borrowings under the Credit Facility.

               The Credit Facility contains certain financial covenants, which include a maximum total leverage ratio, maximum value of fixed rentals and operating lease obligations, a minimum interest coverage ratio and a minimum net worth test, all as defined in the agreement. As of July 2, 2011, the Company was in compliance with all debt covenants. If the Company incurs an event of default, as defined in the Credit Facility (including any failure to comply with a financial covenant), the group of banks has the right to terminate the remaining Credit Facility and all other obligations, and demand immediate repayment of all outstanding sums (principal and accrued interest). The interest rate on the borrowing varies depending upon the Company’s then-current total leverage ratio; as of July 2, 2011, the Company could elect to pay interest at a defined base rate or the LIBOR rate plus 1.50%. Rates would increase upon negative changes in specified Company financial metrics and would decrease upon reduction in the current total leverage ratio to no less than LIBOR plus 1.00%. The Company is also required to pay an annual commitment fee on the unused credit commitment based on its leverage ratio; the current fee is 0.375%. Unless the accordion feature is exercised, this fee applies only to the initial $100 million of availability (excluding the $150 million of term borrowings). Origination fees and expenses associated with the Credit Facility totaled approximately $1.3 million and have been deferred. These origination fees and expenses are being amortized over the five-year term of the Credit Facility. Equal quarterly principal repayments of the term loan of $3.75 million per quarter began on June 30, 2008 and end on April 4, 2013, with a balloon repayment of $75.0 million.

               The Credit Facility allows for the future payment of cash dividends or the future repurchases of shares provided that no event of default (including any failure to comply with a financial covenant) is existing at the time of, or would be caused by, a dividend payment or a share repurchase.

               On April 21, 2011, the Company entered into a Note Purchase Agreement (the “Agreement”) with certain institutional investors related to $175 million in principal amount of 5.20% Senior Notes, due on June 15, 2018 (the “Notes”). The Company issued $100 million in principal amount of the Notes on April 21, 2011, and the remaining $75 million on June 15, 2011. The Agreement includes operational and financial covenants which include a maximum total leverage ratio, a minimum interest coverage ratio and restrictions on additional indebtedness, liens and dispositions, all as defined in the Agreement. As of July 2, 2011, the Company was in compliance with all debt covenants. The Notes are unsecured and rank at least equally and ratably in point and security with the other unsecured and unsubordinated financing facilities of the Company. Our effective interest rate on the Notes after the treasury rate lock agreement discussed in Note 5 – Derivatives and Fair Value Measurements is 4.97%. Origination fees and expenses associated with the Agreement totaled approximately $0.9 million and have been deferred. These origination fees and expenses are being amortized over the seven-year term of the Notes. Semi-annual interest payments began on June 15, 2011 and end on June 15, 2018 with full repayment of the total principal of the Notes.

               Interest expense related to the commitment fee and amortization of deferred origination fees and expenses for the Credit Facility and Agreement totaled approximately $0.2 million for both the three months ended July 2, 2011 and July 3, 2010, and $0.5 million for both the nine months ended July 2, 2011 and July 3, 2010.

NOTE 5 - DERIVATIVES AND FAIR VALUE MEASUREMENTS

               All derivatives are recognized in the accompanying Condensed Consolidated Balance Sheets at their estimated fair values. On the date a derivative contract is entered into, the Company designates the derivative as a hedge of a recognized asset or liability (a “fair value” hedge), a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (a “cash flow” hedge), or a hedge of the net investment in a foreign operation. The Company currently has cash flow hedges related to variable rate debt and forecasted foreign currency payments. The Company does not enter into derivatives for speculative purposes. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in “Accumulated other comprehensive income” in the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows.

               During the fiscal second quarter of 2011, the Company entered into forward exchange contracts to fix the exchange rates on foreign currency cash used to pay for capital expenditures related to the construction of our fourth facility in Malaysia. Changes in the fair value of the forward contracts are recorded in “Accumulated other comprehensive income” on the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of cash flows. As of July 2, 2011, the total notional value of the forward contracts was $8.4 million and the total fair value of these forward contracts was $0.2 million.

               During the fiscal second quarter of 2011, the Company entered into two separate treasury rate lock contracts to hedge the variability of the fixed interest rate on the then forecasted issuance of $175 million of fixed rate debt using a treasury lock transaction. The fixed interest rates for each of these contracts were 2.77% and 2.72%, respectively, with a notional value of $150 million. On April 4, 2011, the Company entered into a final treasury rate lock transaction for the remaining $25 million of exposure at a rate of 2.88%. On April 8, 2011, when the fixed interest rate for the debt issuance was determined, all three treasury rate lock contracts were settled and the Company received proceeds of $2.3 million, which will be amortized over the seven year term of the related debt.

               In June 2008, the Company entered into three interest rate swap contracts related to the $150 million in term loans under the Credit Facility that had an initial total notional value of $150 million and mature on April 4, 2013. These interest rate swap contracts will pay the Company variable interest at the three month LIBOR rate, and the Company will pay the counterparties a fixed interest rate. The fixed interest rates for each of these contracts are 4.415%, 4.490% and 4.435%, respectively. These interest rate swap contracts were entered into to convert $150 million of the variable rate term loan under the Credit Facility into fixed rate debt. Based on the terms of the interest rate swap contracts and the underlying debt, these interest rate contracts were determined to be effective, and thus qualify as a cash flow hedge. As such, any changes in the fair value of these interest rate swaps are recorded in “Accumulated other comprehensive income” on the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of cash flows. The total fair value of these interest rate swap contracts was $6.2 million as of July 2, 2011. As of July 2, 2011, the total remaining combined notional amount of the Company’s three interest rate swaps was $101.3 million.

               The Company’s Malaysian operations have entered into forward exchange contracts on a rolling basis with a total notional value of $50.0 million as of July 2, 2011. These forward contracts will fix the exchange rates on foreign currency cash used to pay a portion of local currency expenses. Changes in the fair value of the forward contracts are recorded in “Accumulated other comprehensive income” on the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of cash flows. The total fair value of these forward contracts was $1.6 million as of July 2, 2011.

               The tables below present information regarding the fair values of derivative instruments (as defined in Note 1 – Basis of Presentation and Accounting Policies) and the effects of derivative instruments on the Company’s Condensed Consolidated Statements of Operations:

	Fair Values of Derivative Instruments
	In thousands of dollars
				Asset Derivatives																				Liability Derivatives
									July 2,					October 2,															July 2,					October 2,
									2011					2010															2011					2010
	Derivatives designated as hedging instruments			Balance Sheet Location					Fair Value					Fair Value										Balance Sheet Location					Fair Value					Fair Value
	Interest rate swaps									-					-									Current liabilities – Other					$	3,516				$	3,616
	Interest rate swaps									-					-									Other liabilities					$	2,637				$	5,423
	Forward contracts			Prepaid expenses and other					$	1,550				$	2,612															-					-
	Forward contracts			Prepaid expenses and other					$	196					-															-					-

     

	The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations
	for the Three Months Ended
	In thousands of dollars
									Amount of Gain or																																			Location of Gain or (Loss)					Amount of Gain or (Loss)
									(Loss) Recognized in																																			Recognized in Income on					Recognized in Income on
									Other Comprehensive															Location of Gain or (Loss)					Amount of Gain or (Loss)															Derivative (Ineffective					Derivative (Ineffective
	Derivatives in Cash								Income (“OCI”) on															Reclassified from					Reclassified from															Portion and Amount					Portion and Amount
	Flow Hedging								Derivative (Effective															Accumulated OCI into					Accumulated OCI into															Excluded from					Excluded from
	Relationships								Portion)															Income (Effective Portion)					Income (Effective Portion)															Effectiveness Testing)					Effectiveness Testing)
									July 2,					July 3,															July 2,					July 3,															July 2,					July 3,
									2011					2010															2011					2010															2011					2010
	Interest rate swaps								$	(676	)			$	(1,817	)								Interest income (expense)					$	(1,085	)			$	(1,160	)								Other income (expense)					$	-				$	-
	Forward contracts								$	695				$	579									Selling and administrative expenses					$	953				$	749									Other income (expense)					$	-				$	-
	Treasury rate locks								$	869				$	-									Interest income (expense)					$	43				$	-									Other income (expense)					$	-				$	-
	The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations
	for the Nine Months Ended
	In thousands of dollars
									Amount of Gain or																																			Location of Gain or (Loss)					Amount of Gain or (Loss)
									(Loss) Recognized in																																			Recognized in Income on					Recognized in Income on
									Other Comprehensive															Location of Gain or (Loss)					Amount of Gain or (Loss)															Derivative (Ineffective					Derivative (Ineffective
	Derivatives in Cash								Income (“OCI”) on															Reclassified from					Reclassified from															Portion and Amount					Portion and Amount
	Flow Hedging								Derivative (Effective															Accumulated OCI into					Accumulated OCI into															Excluded from					Excluded from
	Relationships								Portion)															Income (Effective Portion)					Income (Effective Portion)															Effectiveness Testing)					Effectiveness Testing)
									July 2,					July 3,															July 2,					July 3,															July 2,					July 3,
									2011					2010															2011					2010															2011					2010
	Interest rate swaps								$	(420	)			$	(3,160	)								Interest income (expense)					$	(3,306	)			$	(3,715	)								Other income (expense)					$	-				$	-
	Forward contracts								$	2,108				$	2,447									Selling and administrative expenses					$	2,848				$	1,150									Other income (expense)					$	-				$	-
	Treasury rate locks								$	2,281				$	-									Interest income (expense)					$	43				$	-									Other income (expense)					$	-				$	-

               The following table lists the fair values of the Company’s derivatives as of July 2, 2011, by input level as defined in Note 1 – Basis of Presentation and Accounting Policies:

				Fair Value Measurements Using Input Levels:
				(in thousands)
				Level 1					Level 2					Level 3					Total
	Derivatives
	Interest rate swaps		$		-			$		6,153			$		-				$	6,153
	Foreign currency forward contracts		$		-			$		1,746			$		-				$	1,746

               The fair value of interest rate swaps and foreign currency forward contracts is determined using a market approach which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. The primary input in the fair value of the interest rate swaps is the relevant LIBOR forward curve. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currency and interest rate forward curves.

NOTE 6 - EARNINGS PER SHARE

               The following is a reconciliation of the amounts utilized in the computation of basic and diluted earnings per share (in thousands, except per share amounts):

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Basic and Diluted Earnings Per Share:
Net income		$	22,040			$	24,368			$	70,933			$	62,926
Basic weighted average common shares outstanding			37,021				40,337				39,135				39,935
Dilutive effect of stock options outstanding			839				871				788				818
Diluted weighted average shares outstanding			37,860				41,208				39,923				40,753
Earnings per share:
Basic		$	0.60			$	0.60			$	1.81			$	1.58
Diluted		$	0.58			$	0.59			$	1.78			$	1.54

               For the three and nine months ended July 2, 2011, stock options and stock-settled stock appreciation rights (“SARs”) related to approximately 1.1 million and 1.2 million shares, respectively, were outstanding but were not included in the computation of diluted earnings per share because the options’ and stock-settled SARs’ exercise prices were greater than the average market price of the Company’s common shares and, therefore, their effect would be antidilutive.

               For the three and nine months ended July 3, 2010, stock options and stock-settled SARs related to approximately 0.8 million and 1.1 million shares, respectively, were outstanding but were not included in the

computation of diluted earnings per share because the options’ and stock-settled SARs’ exercise prices were greater than the average market price of the Company’s common shares and, therefore, their effect would be antidilutive.

NOTE 7 - STOCK-BASED COMPENSATION

               The Company recognized $2.7 million and $8.2 million of compensation expense associated with stock-based awards for the three and nine months ended July 2, 2011, respectively, and $2.4 million and $7.1 million for the three and nine months ended July 3, 2010, respectively.

               The Company continues to use the Black-Scholes valuation model to determine the fair value of stock options and stock-settled SARs. The Company uses the fair value at the date of grant to value restricted stock units and unrestricted stock awards. The Company recognizes stock-based compensation expense over the stock-based awards’ vesting period.

NOTE 8 - SHAREHOLDERS’ EQUITY

               On February 16, 2011, as previously announced, the Company’s Board of Directors approved a new share repurchase program that authorizes the Company to repurchase up to $200 million of common stock. As of July 2, 2011, the Company repurchased 5.3 million shares for approximately $170.4 million, at a weighted average price of $32.24 per share. These shares were recorded as treasury stock. As of July 2, 2011, the Company had a commitment of approximately $4.6 million related to the purchase of 0.1 million shares, which were purchased before July 2, 2011, but settled after the end of the fiscal third quarter.

NOTE 9 - INCOME TAXES

               Income tax expense for the three and nine months ended July 2, 2011 was $0.7 million and $2.2 million, respectively. The effective tax rates for both the three and nine months ended July 2, 2011 were 3 percent. As demonstrated in recent quarters, the Company’s tax rate can vary during the year based on the mix of forecasted earnings by tax jurisdiction. The Company currently benefits from reduced taxes in the Asia Pacific segment due to tax holidays.

               Income tax expense for the three and nine months ended July 3, 2010 was $0.5 million and $1.3 million, respectively. The effective tax rates for both the three and nine months ended July 3, 2010 were 2 percent.

               As of July 2, 2011, there was no material change in the amounts recorded for uncertain tax positions. The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties recorded for both the three and nine months ended July 2, 2011 and July 3, 2010 was not material.

               It is reasonably possible that a number of uncertain tax positions related to federal and state tax positions may be settled within the next 12 months. Settlement of these matters is not expected to have a material effect on the Company’s consolidated results of operations, financial position and cash flows.

               The Company maintains valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Despite recent losses in the United States tax jurisdiction, the Company has concluded that it continues to be more likely than not that the net U.S. deferred tax assets will be realized, and no valuation allowance is currently warranted. Our net deferred tax assets as of July 2, 2011, reflect a $1.6 million valuation allowance against certain state deferred income taxes and a remaining valuation allowance of $1.0 million related to state tax deductions associated with stock-based compensation. If the United States operations continue to generate taxable losses, there may be a need to provide an additional valuation allowance on our net United States deferred tax assets.

NOTE 10 - BUSINESS SEGMENT, GEOGRAPHIC AND MAJOR CUSTOMER INFORMATION

               Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in assessing performance and allocating resources.

               In the fiscal first quarter of 2011, we completed our migration to a regional reporting structure, and as a result, modified our reportable segments. See Note 1 – Basis of Presentation and Accounting Policies for further information.

               The Company uses an internal management reporting system, which provides important financial data to evaluate performance and allocate the Company’s resources on a regional basis. Net sales for segments are attributed to the region in which the product is manufactured or service is performed. The services provided, manufacturing processes used, class of customers serviced and order fulfillment processes used are similar and generally interchangeable across the segments. A segment’s performance is evaluated based upon its operating income (loss). A segment’s operating income (loss) includes its net sales less cost of sales and selling and administrative expenses, but excludes corporate and other costs, interest expense, other income (loss), and income taxes. Corporate and other costs primarily represent corporate selling and administrative expenses, and restructuring and impairment costs, if any. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Inter-segment transactions are generally recorded at amounts that approximate arm’s length transactions. The accounting policies for the regions are the same as for the Company taken as a whole.

               Information about the Company’s three reportable segments for the three and nine months ended July 2, 2011 and July 3, 2010 were as follows (in thousands):

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Net sales:
AMER		$	305,448			$	321,932			$	981,895			$	907,619
APAC			280,126				251,497				818,509				673,368
EMEA			24,423				18,503				68,818				51,070
Elimination of inter-segment sales			(50,814	)			(55,548	)			(176,120	)			(174,296	)
		$	559,183			$	536,384			$	1,693,102			$	1,457,761
Depreciation:
AMER		$	3,781			$	3,508			$	11,283			$	10,046
APAC			5,304				4,823				15,736				13,489
EMEA			836				468				2,068				1,443
Corporate			1,773				1,596				5,333				4,228
		$	11,694			$	10,395			$	34,420			$	29,206
Operating income (loss):
AMER		$	15,278			$	18,699			$	52,777			$	55,235
APAC			30,593				31,509				92,855				83,897
EMEA			(1,031	)			41				(1,237	)			(829	)
Corporate and other costs			(19,955	)			(23,217	)			(65,251	)			(67,661	)
		$	24,885			$	27,032			$	79,144			$	70,642

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Capital expenditures:
AMER		$	2,452			$	6,898			$	10,712			$	13,510
APAC			12,620				2,732				27,661				19,380
EMEA			3,734				560				6,719				906
Corporate			399				5,707				2,299				13,536
		$	19,205			$	15,897			$	47,391			$	47,332
		July 2,				October 2,
		2011				2010
Total assets:
AMER		$	452,984			$	495,639
APAC			620,660				539,543
EMEA			86,028				84,786
Corporate			152,860				170,411
		$	1,312,532			$	1,290,379

               The following enterprise-wide information is provided in accordance with the required segment disclosures. Net sales to unaffiliated customers were based on the Company’s location providing product or services (in thousands):

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Net sales:
United States		$	279,468			$	296,796			$	898,688			$	837,257
Malaysia			220,687				212,777				649,288				584,136
China			59,439				38,720				169,221				89,232
United Kingdom			19,825				18,225				59,307				50,368
Mexico			25,980				25,136				83,207				70,362
Romania			4,598				278				9,511				702
Elimination of inter-segment sales			(50,814	)			(55,548	)			(176,120	)			(174,296	)
		$	559,183			$	536,384			$	1,693,102			$	1,457,761
		July 2,				October 2,
		2011				2010
Long-lived assets:
United States		$	56,402			$	59,233
Malaysia			93,011				86,387
China			28,214				21,920
United Kingdom			10,333				7,248
Mexico			9,876				8,655
Romania			6,702				4,484
Corporate			43,247				47,787
		$	247,785			$	235,714

               Long-lived assets as of both July 2, 2011 and October 2, 2010, exclude other long-term assets totaling $28.7 million.

               The percentages of net sales to customers representing 10 percent or more of total net sales for the indicated periods were as follows:

		Three Months Ended				Nine Months Ended
		July 2,		July 3,		July 2,		July 3,
		2011		2010		2011		2010
Juniper Networks, Inc. (“Juniper”)		17%		16%		17%		16%

               No other customers accounted for 10 percent or more of net sales in any of the indicated periods.

NOTE 11 - GUARANTEES

               The Company offers certain indemnifications under its customer manufacturing agreements. In the normal course of business, the Company may from time to time be obligated to indemnify its customers or its customers’ customers against damages or liabilities arising out of the Company’s negligence, misconduct, breach of contract, or infringement of third party intellectual property rights. Certain agreements have extended broader indemnification, and while most agreements have contractual limits, some do not. However, the Company generally does not provide for such indemnities and seeks indemnification from its customers for damages or liabilities arising out of the Company’s adherence to customers’ specifications or designs or use of materials furnished, or directed to be used, by its customers. The Company does not believe its obligations under such indemnities are material.

               In the normal course of business, the Company also provides its customers a limited warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranty generally provides that products will be free from defects in the Company’s workmanship and meet mutually agreed-upon specifications for periods generally ranging from 12 months to 24 months. If a product fails to comply with the Company’s limited warranty, the Company’s obligation is generally limited to correcting, at its expense, any defect by repairing or replacing such defective product. The Company’s warranty generally excludes defects resulting from faulty customer-supplied components, design defects or damage caused by any party or cause other than the Company.

               The Company provides for an estimate of costs that may be incurred under its limited warranty at the time product revenue is recognized and establishes additional reserves for specifically identified product issues. These costs primarily include labor and materials, as necessary, associated with repair or replacement and are included in the Company’s accompanying Condensed Consolidated Balance Sheets in other current accrued liabilities. The primary factors that affect the Company’s warranty liability include the value and the number of shipped units and historical and anticipated rates of warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

               Below is a table summarizing the activity related to the Company’s limited warranty liability for fiscal 2010 and for the nine months ended July 2, 2011 (in thousands):

Limited warranty liability, as of October 3, 2009		$	4,470
Accruals for warranties issued during the period			557
Settlements (in cash or in kind) during the period			(972	)
Limited warranty liability, as of October 2, 2010			4,055
Accruals for warranties issued during the period			864
Settlements (in cash or in kind) during the period			(316	)
Limited warranty liability, as of July 2, 2011		$	4,603

NOTE 12 - LITIGATION

               In the fiscal fourth quarter of 2010, the Company determined it would incur up to approximately $1.1 million relating to non-conforming inventory received from a supplier. The Company reached a settlement with the supplier during the fiscal first quarter of 2011 for $0.9 million, which has been received and recorded in selling and administrative expenses in the nine months ended July 2, 2011.

               In the fiscal first quarter of 2010, the Company received settlement funds of approximately $3.2 million related to a court case in which the Company was a plaintiff. The settlement related to prior purchases of inventory and therefore was recorded in cost of sales.

               The Company is party to certain other lawsuits in the ordinary course of business. Management does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 13 - CONTINGENCIES

               We were notified in April 2009 by U.S. Customs and Border Protection (“CBP”) of its intention to conduct a customary Focused Assessment of our import activities during fiscal 2008 and of our processes and procedures to comply with U.S. Customs laws and regulations. We recorded an accrual in Other Accrued current liabilities at the time the amount became estimable and probable, which was not material to the financial statements. During September 2010, the Company reported errors relating to import trade activity from July 2004 to the date of Plexus’ report. The Company is currently awaiting final determination of CBP duties and fees. Plexus has agreed that it will implement improved processes and procedures and review these corrective measures with CBP. At this time, we do not believe that any deficiencies in processes or controls or unanticipated costs, unpaid duties or penalties associated with this matter will have a material adverse effect on Plexus or the Company’s consolidated financial position, results of operations or cash flows.

NOTE 14 - NEW ACCOUNTING PRONOUNCEMENTS

               In June 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to comprehensive income guidance, which eliminates the option to present other comprehensive income (“OCI”) and its components in the statement of shareholders’ equity. The Company can elect to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, and the second statement would include components of OCI. This guidance is effective for financial statements issued for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance is not anticipated to have a material impact on our consolidated financial position, results of operations or cash flows.

               In May 2011, the FASB issued an amendment in common fair value measurement and disclosure requirements in U.S. GAAP and international financial reporting standards (“IFRS”). The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. To improve consistency in application across jurisdictions some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. The amendment also provides for additional accounting guidance and disclosures related to fair value measurements. This guidance is effective for financial statements issued for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance is not anticipated to have a material impact on our consolidated financial position, results of operations or cash flows.

               In October 2009, the FASB issued new accounting guidance for Multiple-Deliverable Revenue Arrangements, which establishes a selling price hierarchy for determining the selling price of a deliverable, replaces the term “fair value” in the revenue allocation guidance with “selling price,” eliminates the residual method of allocation by requiring that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and requires that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a stand-alone basis. The Company adopted this guidance beginning October 3, 2010, and the adoption did not have a material effect on our consolidated financial position, results of operations, or cash flows.

               In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (“VIEs”). The elimination of the concept of a qualifying special-purpose entity (“QSPE”) removes the exception from applying the consolidation guidance within this amendment. This amendment requires an enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment also requires an enterprise to continuously reassess whether it must consolidate a

VIE. Additionally, the amendment requires enhanced disclosures about an enterprise’s involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the enterprise’s financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. The Company adopted this amendment beginning October 3, 2010, and the adoption did not have a material effect on our consolidated financial position, results of operations, or cash flows.

ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

“SAFE HARBOR” CAUTIONARY STATEMENT:

               The statements contained in this Form 10-Q that 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 within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to:

	•		the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs
	•		the poor visibility of future orders, particularly in view of current economic conditions
	•		the economic performance of the industries, sectors and customers we serve
	•		the effects of the volume of revenue from certain sectors or programs on our margins in particular periods
	•		our ability to secure new customers, maintain our current customer base and deliver product on a timely basis
	•		the risk that our revenue and/or profits associated with customers who are acquired by third parties will be negatively affected
	•		the particular risks relative to new customers, including our arrangements with The Coca-Cola Company, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate terms of agreements and the lack of a track record of order volume and timing
	•		the risks of concentration of work for certain customers
	•		our ability to successfully manage a complex business model characterized by high customer and product mix, low volumes and demanding quality, regulatory and other requirements
	•		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 effects of the current constrained supply environment, which has led and may continue to lead to periods of shortages and delays in obtaining components based on the lack of capacity at some of our suppliers to meet increased demand, or which may cause customers to increase forecasts and orders to secure raw material supply or result in our inability to secure raw materials required to complete product assemblies
	•		raw materials and component cost fluctuations particularly due to sudden increases in customer demand
	•		the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by customers, resulting in an inventory write-off
	•		the weakness of the global economy and the continuing instability of the global financial markets and banking system, including the potential inability of our customers or suppliers to access credit facilities
	•		the effect of changes in the pricing and margins of products
	•		the effect of start-up costs of new programs and facilities, including our recent and planned expansions, such as our potential new replacement facility in Oradea, Romania, and our plans to further expand in Penang, Malaysia, Darmstadt, Germany and Xiamen, China
	•		the risk of unanticipated costs, unpaid duties and penalties related to an ongoing audit of our import compliance by U.S. Customs and Border Protection
	•		possible unexpected costs and operating disruption in transitioning programs
	•		the potential effect of fluctuations in the value of the currencies in which we transact business
	•		the potential effect of world or local events or other events outside our control (such as drug cartel-related violence in Mexico, changes in oil prices, terrorism, war in the Middle East, and the earthquake and tsunami in Japan)
	•		the impact of increased competition, and
	•		other risks detailed herein, as well as in our SEC filings (particularly in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended October 2, 2010).

OVERVIEW

               The following information should be read in conjunction with our condensed consolidated financial statements included herein and the “Risk Factors” section in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended October 2, 2010.

               Plexus Corp. and its subsidiaries (together “Plexus,” the “Company,” or “we”) participate in the Electronic Manufacturing Services (“EMS”) industry. We deliver optimized Product Realization solutions through a unique Product Realization Value Stream service model. This customer focused service model seamlessly integrates innovative product design, customized supply chain solutions, uniquely configured “focused factory” manufacturing, global end-market fulfillment and after-market services to deliver comprehensive end-to-end solutions for customers. We provide these services to original equipment manufacturers (“OEMs”) and other technology companies in the wireline/networking, wireless infrastructure, medical, industrial/commercial and defense/security/aerospace market sectors. We provide advanced product development, manufacturing and testing services to our customers with a focus on the mid-to-lower-volume, higher complexity segment of the EMS market. Our customers’ products typically require exceptional production and supply-chain flexibility, necessitating an optimized demand-pull-based manufacturing and supply chain solution across an integrated global platform. Many of our customers’ products require complex configuration management and direct order fulfillment to their customers across the globe. In such cases we provide global logistics management and after-market service and repair. Our customers’ products may have stringent requirements for quality, reliability and regulatory compliance. We offer our customers the ability to outsource all phases of product realization, including product specifications; development, design and design verification; regulatory compliance support; prototyping and new product introduction; manufacturing test equipment development; materials sourcing, procurement and supply-chain management; product assembly/manufacturing, configuration and test; order fulfillment, logistics and service/repair.

               Plexus is passionate about its goal to be the best EMS company in the world at providing services for customers that have mid-to-lower-volume requirements and a higher complexity of products. We have tailored our engineering services, manufacturing operations, supply-chain management, workforce, business intelligence systems, financial goals and metrics specifically to support these types of programs. Our flexible manufacturing facilities and processes are designed to accommodate customers with multiple product-lines and configurations as well as unique quality and regulatory requirements. Each of these customers is supported by a multi-disciplinary customer team and one or more uniquely configured “focus factories” supported by a supply-chain and logistics solution specifically designed to meet the flexibility and responsiveness required to support that customer’s fulfillment requirements.

               Our go-to-market strategy is also tailored to our target market sectors and business strategy. We have business development and customer management teams that are dedicated to each of the five sectors we serve. These teams are accountable for understanding the sector participants, technology, unique quality and regulatory requirements and longer-term trends in these sectors. Further, these teams help set our strategy for growth in these sectors with a particular focus on expanding the services and value-add that we provide to our current customers while strategically targeting select new customers to add to our portfolio.

               Our financial model is aligned with our business strategy, with our primary focus to earn a return on invested capital (“ROIC”) 500 basis points in excess of our weighted average cost of capital (“WACC”). We review our internal calculation of WACC annually, and at the end of fiscal 2010 reduced our estimated WACC to 13.5%. The smaller volumes, flexibility requirements and fulfillment needs of our customers typically result in greater investments in inventory than many of our competitors, particularly those that provide EMS services for high-volume, less complex products with less stringent requirements (such as consumer electronics). In addition, our cost structure relative to these peers includes higher investments in selling and administrative costs as a percentage of sales to support our sector-based go-to-market strategy, smaller program sizes, flexibility, and complex quality and regulatory compliance requirements. By exercising discipline to generate a ROIC in excess of our WACC, our goal is to ensure that Plexus creates a value proposition for our shareholders as well as our customers.

               Our customers include both industry-leading OEMs and other technology companies that have never manufactured products internally. As a result of our focus on serving market sectors that rely on advanced electronics technology, our business is influenced by technological trends such as the level and rate of development of telecommunications infrastructure, the expansion of networks and use of the Internet. In addition, the federal

Food and Drug Administration’s approval of new medical devices, defense procurement practices and other governmental approval and regulatory processes can affect our business. Our business has also benefited from the trend to increased outsourcing by OEMs.

               We provide most of our contract manufacturing services on a turnkey basis, which means that we procure some or all of the materials required for product assembly. We provide some services on a consignment basis, which means that the customer supplies the necessary materials, and we provide the labor and other services required for product assembly. Turnkey services require material procurement and warehousing, in addition to manufacturing, and involve greater resource investments than consignment services. Other than certain test equipment and software used for internal operations, we do not design or manufacture our own proprietary products.

EXECUTIVE SUMMARY

               As a consequence of the Company’s use of a “4-4-5” weekly accounting system, periodically an additional week must be added to the fiscal year to re-align with a fiscal year end at the Saturday closest to September 30. The accounting periods for the three and nine months ended July 2, 2011 and July 3, 2010 each included 91 days and 273 days, respectively.

               In the fiscal first quarter of 2011, as previously announced, we completed our migration to a regional reporting structure. This change included establishing regional targets for various financial metrics, delegating additional authority to the regions to manage their business, and changing our related internal reporting. Given this change to regional reporting and management, as well as in the information used by management for assessing performance and allocating Company resources, we modified our reporting segments. Prior to fiscal 2011, the Company’s reportable segments consisted of the United States, Asia, Europe and Mexico. During the fiscal first quarter of 2011, we combined our United States and Mexico segments into the “Americas” (AMER) segment and renamed our Asia segment “Asia Pacific” (APAC) and our Europe segment “Europe, Middle East and Africa” (EMEA) to better represent our long-range regional focus. As a result, we have conformed all prior period segment presentations to be consistent with our current reportable segments.

               Three months ended July 2, 2011. Net sales for the three months ended July 2, 2011, of $559.2 million increased by $22.8 million, or 4.3 percent, as compared to the three months ended July 3, 2010. The net sales increase in the current year period was driven primarily by new program wins and higher end-market demand from numerous existing customers in each of our market sectors except wireless infrastructure, as well as the addition of a new customer in the industrial/commercial sector, partially offset by the previously announced disengagement of a significant wireless infrastructure customer. Net sales to Juniper Networks, Inc. (“Juniper”), our largest customer, increased slightly as a result of improved end-market demand for the mix of Juniper products we produce.

               Gross margins were 9.7 percent for the three months ended July 2, 2011, which compared unfavorably to 10.4 percent for the three months ended July 3, 2010. The current year period included higher fixed expenses related to higher headcount to support the revenue growth as well as increased depreciation expense. Changes in customer mix also contributed to the decrease in gross margins.

               Selling and administrative expenses for the three months ended July 2, 2011 were $29.2 million, an increase of $0.7 million, or 2.5 percent, over the three months ended July 3, 2010. The current year period increase was primarily related to higher personnel costs, including those related to headcount to support the higher revenue levels achieved, partially offset by lower variable incentive compensation expense.

               Net income for the three months ended July 2, 2011 decreased by $2.3 million, or 9.6 percent, to $22.0 million from the three months ended July 3, 2010, and diluted earnings per share decreased to $0.58 in the current year period from $0.59 in the prior year period. Net income decreased due to higher fixed, as well as selling and administrative expenses, primarily as a result of increased headcount to support the revenue growth. Increased interest expense related to the private placement debt issued in the fiscal third quarter, which supported the share repurchase program, also reduced net income. The effective tax rate in the current year period was 3 percent as compared to 2 percent in the prior year period due to the mix of forecasted earnings by tax jurisdiction. We currently benefit from reduced taxes in the Asia Pacific segment due to tax holidays.

               Nine months ended July 2, 2011. Net sales for the nine months ended July 2, 2011, of $1,693.1 million increased by $235.3 million, or 16.1 percent, as compared to the nine months ended July 3, 2010 as a result of the same factors noted above for the three-month period.

               Gross margins were 9.7 percent for the nine months ended July 2, 2011, which compared unfavorably to 10.3 percent for the nine months ended July 3, 2010. The prior year period benefited from approximately $3.2 million of proceeds from a litigation settlement. Excluding the prior year settlement, the gross margin percentage in the current year period would have decreased 0.4 percent as compared to the prior year as a result of the mix of customer revenue as well as increased fixed expenses across the company related to higher headcount to support revenue growth and annual merit increases.

               Selling and administrative expenses for the nine months ended July 2, 2011 were $85.3 million, an increase of $5.4 million, or 6.8 percent, over the nine months ended July 3, 2010. The current year period increase was primarily related to higher personnel costs, including those related to increased headcount to support the higher revenue levels achieved and increased stock based compensation expense, partially offset by funds from a dispute recovery and lower variable incentive compensation expense.

               Net income for the nine months ended July 2, 2011 increased by $8.0 million, or 12.7 percent, to $70.9 million from the nine months ended July 3, 2010, and diluted earnings per share increased to $1.78 in the current year period from $1.54 in the prior year period. Net income increased due to higher sales, partially offset by increased fixed, as well as selling and administrative expenses, primarily as a result of increased headcount to support the revenue growth. The effective tax rate in the current year period was 3 percent as compared to 2 percent in the prior year period. The increase in the effective tax rate for the current year period as compared to the prior year period was primarily due to a change in mix of forecasted earnings in the jurisdictions in which we operate. As demonstrated in recent quarters, the tax rate can vary during the year based on the mix of forecasted earnings by tax jurisdiction. We currently benefit from reduced taxes in the Asia Pacific segment due to tax holidays.

RESULTS OF OPERATIONS

               Net sales. Net sales for the indicated periods were as follows (dollars in millions):

		Three Months Ended								Variance								Nine Months Ended								Variance
		July 2,				July 3,				Increase/								July 2,				July 3,				Increase/
		2011				2010				(Decrease)								2011				2010				(Decrease)
Net Sales		$	559.2			$	536.4			$	22.8				4.3	%		$	1,693.1			$	1,457.8			$	235.3				16.1	%

               For the three months ended July 2, 2011, our net sales increase of 4.3 percent was the result of higher net sales in all market sectors except wireless infrastructure. The overall sales increase was driven by new program wins and improved end-market demand from numerous existing customers, as well as the addition of a new customer in the industrial commercial sector. Net sales to Juniper increased as a result of improved end-market demand for the mix of Juniper products we produce. The wireless infrastructure sector decreased due to the previously announced disengagement of a significant customer in that sector.

               For the nine months ended July 2, 2011, our net sales increase of 16.1 percent as compared to the prior year was the result of the same factors described above.

               Our percentages of net sales by market sector for the indicated periods were as follows:

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
Industry		2011				2010				2011				2010
Wireline/Networking			40	%			42	%			40	%			44	%
Wireless Infrastructure			6	%			11	%			8	%			12	%
Medical			21	%			21	%			21	%			19	%
Industrial/Commercial			23	%			18	%			22	%			17	%
Defense/Security/Aerospace			10	%			8	%			9	%			8	%

               The percentages of net sales to customers representing 10 percent or more of net sales and net sales to our ten largest customers for the indicated periods were as follows:

		Three Months Ended								Nine Months Ended
		July 2,				July 3,				July 2,				July 3,
		2011				2010				2011				2010
Juniper			17	%			16	%			17	%			16	%
Top 10 customers			53	%			54	%			53	%			57	%

               Net sales to our largest customers may vary from time to time depending on the size and timing of customer program commencements, terminations, delays, modifications and transitions. We remain dependent on continued sales to our significant customers, and we generally do not obtain firm, long-term purchase commitments from our customers. Customers’ forecasts can and do change as a result of changes in their end-market demand and other factors, including global economic conditions. Any material change in forecasts or orders from these major accounts, or other customers, could materially affect our results of operations. In addition, as our percentage of net sales to customers in a specific sector becomes larger relative to other sectors, we will become increasingly dependent upon the economic and business conditions affecting that sector.

               We have seen increased merger and acquisition activity that has already impacted, and may continue to impact, our customers. Specifically, two of our customers were acquired in the first quarter of fiscal 2010. Our production for these two customers ramped down during the first three quarters of fiscal 2011 and full disengagement of both customers is expected by the end of the fiscal year.

               Gross profit. Gross profit and gross margins for the indicated periods were as follows (dollars in millions):

		Three Months Ended								Variance								Nine Months Ended								Variance
		July 2,				July 3,				Increase/								July 2,				July 3,				Increase/
		2011				2010				(Decrease)								2011				2010				(Decrease)
Gross Profit		$	54.1			$	55.5				($1.4	)			(2.5	%)		$	164.5			$	150.6			$	13.9				9.2	%
Gross Margin			9.7	%			10.4	%											9.7	%			10.3	%

               For the three months ended July 2, 2011, gross profit was impacted by the following factors:

	•		increased fixed expenses in the current year period due to higher headcount expenses of approximately $3.3 million to support the revenue growth as well as increased depreciation expense of approximately $1.2 million, and
	•		a change in customer mix as one significant wireless infrastructure customer disengaged during the quarter while a new program in the industrial commercial sector, which is inherently less profitable in its early stages, started to ramp up.

               For the nine months ended July 2, 2011, gross profit was impacted by the following factors:

	•		increased capacity utilization from higher revenue levels in the current year period, which resulted in higher gross margin
	•		partially offset by increased fixed expenses in the current year period due to higher headcount expenses of approximately $12.9 million to support the revenue growth and annual merit increases as well as increased depreciation expense of $4.2 million
	•		a $3.2 million benefit in the fiscal first quarter of 2010 from a litigation settlement, and
	•		a change in customer mix as we disengaged one significant customer, continue to ramp down another significant customer and ramp up other new programs, which are inherently less profitable in their early stages.

               Gross margins reflect a number of factors that can vary from period to period, including product and service mix, the level of new facility start-up costs, inefficiencies resulting from the transition of new programs, product life cycles, sales volumes, price reductions, overall capacity utilization, labor costs and efficiencies, the management of

inventories, component pricing and shortages, fluctuations and timing of customer orders, changing demand for our customers’ products and competition within the electronics industry. During fiscal 2010 we experienced, and may again in the future experience, a constrained supply environment, which caused periods of parts shortages and delays for some components based on lack of capacity at some of our suppliers to meet increased demand from the gradually improving economic outlook. The March 2011 earthquake and tsunami in Japan disrupted the global supply chain for certain components manufactured in Japan that are incorporated in the products we manufacture. While we have yet to experience a material adverse effect resulting from this event, the magnitude and duration of the impact on us relating to this event is not yet known. We continue to monitor the effect of the events in Japan on our supply chain. Shortages and delays could negatively impact net sales, inventory levels, component costs and margin. Additionally, turnkey manufacturing involves the risk of inventory management, and a change in component costs can directly impact average selling prices, gross margins and net sales. Although we focus on maintaining gross margins, there can be no assurance that gross margins will not decrease in future periods.

               Design work performed by the Company is not the proprietary property of Plexus and substantially all costs incurred with this work are considered reimbursable by our customers. We do not track research and development costs that are not reimbursed by our customers as we consider these amounts immaterial.

               Selling and administrative expenses. Selling and administrative expenses (“S&A”) for the indicated periods were as follows (dollars in millions):

		Three Months Ended								Variance								Nine Months Ended								Variance
		July 2,				July 3,				Increase/								July 2,				July 3,				Increase/
		2011				2010				(Decrease)								2011				2010				(Decrease)
S&A		$	29.2			$	28.5			$	0.7				2.5	%		$	85.3			$	79.9			$	5.4				6.8	%
Percent of net sales			5.2	%			5.3	%											5.0	%			5.5	%