Mail Stop 6010
February 23, 2006
Mr. F. Gordon Bitter
Chief Financial Officer
Plexus Corporation
55 Jewelers Park Drive
Neenah, Wisconsin 54957
Re: Plexus Corporation
Form 10-K for the Year Ended October 1, 2005
Form 10-Q for the Quarter Ended December 31, 2005
File No. 000-14824
Dear Mr. Bitter:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those items we have
addressed in our comments. Where indicated, we think you should
revise your documents in future filings in response to these
comments. If you disagree, we will consider your explanation as
to
why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Year Ended October 1, 2005
Consolidated Financial Statements, page 36
Consolidated Statement of Operations, page 39
1. We note from your disclosure on page 44 that you recorded
goodwill
impairment related to your reporting units of $26.9 million, $0,
and
$5.6 million in fiscal 2005, 2004, and 2003, respectively. Please
revise your future filings to separately present your goodwill
impairment losses for each reporting period presented within your
consolidated statement of operations. Refer to paragraph 43 of
SFAS
142.
Notes to Consolidated Financial Statements, page 43
Note 1. Description of Business and Significant Accounting
Policies,
page 43
- -Cash Equivalents and Short-term Investments, page 43
2. We note that your present your investments with contractual
maturities of greater than one year as short-term within your
consolidated balance sheet. You state that these securities have
optional or early redemption provisions or rate reset provisions
within one year. Please tell us why you believe your
classification
of these investments as current complies with Chapter 3A of ARB
43.
In this regard, please note that the classification as current or
noncurrent should consider whether the investments are "reasonably
expected to be realized in cash or sold or consumed during the
normal
operating cycle of the business." Revise future filings as
appropriate.
Form 8-K filed on January 25, 2006 and November 21, 2005
3. We note that you refer to your non-GAAP measures as "pro forma"
results. The pro forma terminology has very specific meaning in
accounting literature, as indicated by Article 11 of Regulation S-
X.
In future filings, please revise your presentation to omit the pro
forma terminology when referring to your non-GAAP information.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tara Harkins, Staff Accountant, at (202)
551-
3639 or me at (202) 551-3643 if you have questions regarding these
comments. In this regard, please do not hesitate to contact
Michele
Gohlke, Branch Chief, at (202)551-3327.
Sincerely,
Kevin Vaughn
Reviewing Accountant
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Mr. F. Gordon Bitter
Plexus Corporation
February 23, 2006
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