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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sanmina Corporation | NASDAQ:SANM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.21 | -0.29% | 73.01 | 72.83 | 73.02 | 73.92 | 72.90 | 72.91 | 96,465 | 18:03:50 |
Delaware
|
|
77-0228183
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
2700 N. First St., San Jose, CA
|
|
95134
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer [ ]
|
|
Accelerated filer [ x ]
|
Non-accelerated filer [ ]
|
|
Smaller reporting company [ ]
|
(Do not check if a smaller reporting company)
|
|
|
PART I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
PART II
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
PART III
|
||
Item 10.
|
Directors and Executive Officers of the Registrant
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Signatures
|
•
|
product design and engineering, including initial development, detailed design, prototyping, validation, preproduction services and manufacturing design release;
|
•
|
manufacturing of components, subassemblies and complete systems;
|
•
|
final system assembly and test;
|
•
|
direct order fulfillment and logistics services; and
|
•
|
after-market product service and support.
|
•
|
end-to-end services;
|
•
|
product design and engineering resources;
|
•
|
vertically integrated manufacturing solutions;
|
•
|
advanced technologies;
|
•
|
robust IT systems;
|
•
|
global capabilities;
|
•
|
customer-focused organization; and
|
•
|
expertise in serving diverse end markets.
|
•
|
reduce operating costs and capital investment;
|
•
|
focus on core competencies;
|
•
|
access leading design and engineering capabilities;
|
•
|
improve supply chain management and purchasing power;
|
•
|
access global manufacturing services; and
|
•
|
accelerate time to market.
|
Name
|
Age
|
Position
|
Jure Sola
|
61
|
Chairman of the Board and Chief Executive Officer
|
Robert Eulau
|
50
|
Executive Vice President and Chief Financial Officer
|
Michael Tyler
|
56
|
Executive Vice President, General Counsel and Corporate Secretary
|
Dennis Young
|
61
|
Executive Vice President of Worldwide Sales and Marketing
|
•
|
short product life cycles of our customers' products leading to continuing new requirements and specifications and product obsolescence, either of which could cause us to lose business;
|
•
|
failure of our customers' products to gain widespread commercial acceptance which could decrease the volume of orders customers place with us; and
|
•
|
recessionary periods in our customers' markets which decrease orders from affected customers.
|
•
|
conditions in the economy as a whole and in the electronics industry;
|
•
|
fluctuations in components prices and component shortages caused by high demand, natural disaster or otherwise;
|
•
|
timing of new product development by our customers which creates demand for our services;
|
•
|
levels of demand in the end markets served by our customers;
|
•
|
our ability to replace declining sales from end-of-life programs with new business wins;
|
•
|
timing of orders from customers and the accuracy of their forecasts;
|
•
|
inventory levels of customers, which if high relative to their normal sales volume, could cause them to reduce their orders to us;
|
•
|
timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;
|
•
|
increased labor costs in the regions in which we operate;
|
•
|
mix of products ordered by and shipped to major customers, as high volume and low complexity manufacturing services typically have lower gross margins than more complex and lower volume services;
|
•
|
degree to which we are able to utilize our available manufacturing capacity;
|
•
|
our ability to maintain desired plant operating efficiencies, including achieving acceptable yields, effectively planning production and managing our inventory and fixed assets to avoid high carrying costs and excess working capital;
|
•
|
customer insolvencies resulting in bad debt or inventory exposures that are in excess of our reserves;
|
•
|
our ability to efficiently move manufacturing activities to lower cost regions without adversely affecting customer relationships while controlling costs related to the closure of facilities and employee severance;
|
•
|
pricing and other competitive pressures;
|
•
|
fluctuations in the values of our assets, including real property and assets held for sale, which could result in charges to income;
|
•
|
volatility of foreign currency exchange rates;
|
•
|
changes in our tax provision due to changes in our estimates of pre-tax income in the jurisdictions in which we operate, including our ability to utilize our deferred tax assets; and
|
•
|
political and economic developments in countries in which we have operations which could restrict our operations or increase our costs.
|
•
|
reduce our sales and net income by decreasing the volumes of products that we manufacture for our customers;
|
•
|
delay or eliminate recovery of our expenditures for inventory purchased in preparation for customer orders; and
|
•
|
lower our asset utilization, which would result in lower gross margins and lower net income.
|
•
|
the imposition of government controls;
|
•
|
compliance with U.S. and foreign laws concerning trade and employment practices;
|
•
|
difficulties in obtaining or complying with export license requirements;
|
•
|
trade restrictions;
|
•
|
changes in tariffs;
|
•
|
labor unrest, including strikes, and difficulties in staffing;
|
•
|
security concerns;
|
•
|
inflexible employee contracts in the event of business downturns;
|
•
|
coordinating communications among and managing international operations;
|
•
|
fluctuations in currency exchange rates;
|
•
|
currency controls;
|
•
|
increases in duty and/or income tax rates;
|
•
|
adverse rulings in regards to tax audits;
|
•
|
excess costs associated with reducing employment or shutting down facilities;
|
•
|
misappropriation of intellectual property; and
|
•
|
constraints on our ability to maintain or increase prices.
|
•
|
integrating acquired operations and businesses including in regions or countries in which we have not previously operated;
|
•
|
incurring severance and other restructuring costs to rationalize any purchased operation, which would reduce our net income;
|
•
|
obtaining regulatory approvals or other conditions to closing, which could delay the closing of strategic transactions;
|
•
|
diverting management attention from day-to-day duties in order to implement and integrate strategic transactions;
|
•
|
scaling up production and coordinating management of operations at new sites;
|
•
|
incurring transaction expenses, including fees of investment bankers, attorneys and accountants, which could be significant;
|
•
|
separating operations or support infrastructure for entities divested;
|
•
|
managing and integrating operations in geographically dispersed locations;
|
•
|
maintaining customer, supplier or other favorable business relationships of acquired operations and terminating unfavorable relationships;
|
•
|
integrating the acquired company's systems into our management information systems;
|
•
|
satisfying unforeseen liabilities of acquired businesses, including liability for past violations of law and environmental liabilities, which could require the expenditure of material amounts of cash or subject us to ongoing regulatory scrutiny or requirements;
|
•
|
operating in the geographic market or industry sector of the business acquired in which we may have little or no experience;
|
•
|
complying with laws of new jurisdictions in which we have not previously operated;
|
•
|
improving and expanding our management information systems to accommodate expanded operations; and
|
•
|
losing key employees of acquired operations.
|
•
|
stop producing products that use the challenged intellectual property;
|
•
|
obtain from the owner of the infringed intellectual property, at our expense, a license to sell the relevant technology at an additional cost, which license may not be available on reasonable terms, or at all; or
|
•
|
redesign those products or services that use the infringed technology.
|
|
Approximate
Square Footage
|
|
Argentina
|
1,335
|
|
Australia
|
7,105
|
|
Brazil
|
265,933
|
|
Canada
|
183,698
|
|
China
|
2,813,996
|
|
Columbia
|
1,390
|
|
Czech Republic
|
70,870
|
|
Finland
|
223,060
|
|
Germany
|
363,778
|
|
Hong Kong
|
31,457
|
|
Hungary
|
592,388
|
|
India
|
240,700
|
|
Indonesia
|
99,210
|
|
Ireland
|
110,000
|
|
Israel
|
295,893
|
|
Malaysia
|
516,556
|
|
Mexico
|
2,021,984
|
|
Singapore
|
463,019
|
|
South Africa
|
3,670
|
|
Sweden
|
77,425
|
|
Thailand
|
326,293
|
|
United Kingdom
|
38,203
|
|
United States
|
2,918,982
|
|
Total
|
11,666,945
|
|
2012
|
|
High
|
|
Low
|
||||
First quarter
|
|
$
|
9.64
|
|
|
$
|
6.01
|
|
Second quarter
|
|
$
|
12.55
|
|
|
$
|
9.28
|
|
Third quarter
|
|
$
|
11.70
|
|
|
$
|
6.62
|
|
Fourth quarter
|
|
$
|
9.59
|
|
|
$
|
7.02
|
|
2011
|
|
High
|
|
Low
|
||||
First quarter
|
|
$
|
13.42
|
|
|
$
|
10.41
|
|
Second quarter
|
|
$
|
17.32
|
|
|
$
|
9.95
|
|
Third quarter
|
|
$
|
12.50
|
|
|
$
|
9.19
|
|
Fourth quarter
|
|
$
|
11.79
|
|
|
$
|
6.53
|
|
|
|
9/30/2007
|
|
9/27/2008
|
|
10/3/2009
|
|
10/2/2010
|
|
10/1/2011
|
|
9/29/2012
|
||||||
Sanmina Corporation
|
|
100.00
|
|
|
77.36
|
|
|
64.31
|
|
|
94.42
|
|
|
52.52
|
|
|
66.90
|
|
S&P 500
|
|
100.00
|
|
|
78.02
|
|
|
72.63
|
|
|
80.01
|
|
|
80.93
|
|
|
105.37
|
|
NASDAQ Electronic Components
|
|
100.00
|
|
|
67.79
|
|
|
73.93
|
|
|
79.00
|
|
|
75.80
|
|
|
80.88
|
|
|
Year Ended
|
||||||||||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
|
October 3, 2009
|
|
September 27, 2008
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
|
$
|
5,177,481
|
|
|
$
|
7,202,403
|
|
Operating income (loss)
|
$
|
137,490
|
|
|
$
|
211,997
|
|
|
$
|
204,799
|
|
|
$
|
(4,656
|
)
|
|
$
|
(384,160
|
)
|
Income (loss) from continuing operations before income taxes
|
$
|
49,943
|
|
|
$
|
99,538
|
|
|
$
|
139,242
|
|
|
$
|
(112,570
|
)
|
|
$
|
(490,331
|
)
|
Provision for (benefit from) income taxes
|
(130,291
|
)
|
|
30,621
|
|
|
16,807
|
|
|
25,252
|
|
|
22,605
|
|
|||||
Income (loss) from continuing operations
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
|
$
|
(137,822
|
)
|
|
$
|
(512,936
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,987
|
|
|||||
Net income (loss)
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
|
$
|
(137,822
|
)
|
|
$
|
(487,949
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
2.22
|
|
|
$
|
0.86
|
|
|
$
|
1.55
|
|
|
$
|
(1.67
|
)
|
|
$
|
(5.80
|
)
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.28
|
|
Net income (loss)
|
$
|
2.22
|
|
|
$
|
0.86
|
|
|
$
|
1.55
|
|
|
$
|
(1.67
|
)
|
|
$
|
(5.52
|
)
|
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.16
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
$
|
(1.67
|
)
|
|
$
|
(5.80
|
)
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.28
|
|
Net income (loss)
|
$
|
2.16
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
$
|
(1.67
|
)
|
|
$
|
(5.52
|
)
|
Shares used in computing per share amounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
81,284
|
|
|
80,345
|
|
|
79,195
|
|
|
82,528
|
|
|
88,454
|
|
|||||
Diluted
|
83,495
|
|
|
83,158
|
|
|
82,477
|
|
|
82,528
|
|
|
88,454
|
|
|
Year Ended
|
||||||||||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
|
October 3, 2009
|
|
September 27, 2008
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
409,618
|
|
|
$
|
640,288
|
|
|
$
|
592,812
|
|
|
$
|
899,151
|
|
|
$
|
869,801
|
|
Net working capital
|
$
|
1,106,752
|
|
|
$
|
1,363,361
|
|
|
$
|
1,338,666
|
|
|
$
|
1,280,136
|
|
|
$
|
1,574,339
|
|
Total assets
|
$
|
3,167,786
|
|
|
$
|
3,353,973
|
|
|
$
|
3,301,796
|
|
|
$
|
3,123,897
|
|
|
$
|
3,530,727
|
|
Long-term debt (excluding current portion)
|
$
|
837,364
|
|
|
$
|
1,182,308
|
|
|
$
|
1,240,666
|
|
|
$
|
1,262,014
|
|
|
$
|
1,481,985
|
|
Stockholders' equity
|
$
|
963,781
|
|
|
$
|
770,517
|
|
|
$
|
661,601
|
|
|
$
|
519,070
|
|
|
$
|
673,488
|
|
•
|
declines in the market value of inventory;
|
•
|
inventory held for specific customers who are experiencing financial difficulties; and
|
•
|
changes in customer demand for inventory, such as cancellation of orders, and our purchases of inventory beyond customer needs that result in excess quantities on hand that we are not able to return to the vendor, use to fulfill orders from other customers or charge back to the customer.
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
Net sales
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
Gross profit
|
$
|
435,782
|
|
|
$
|
510,351
|
|
|
$
|
482,990
|
|
Operating income
|
$
|
137,490
|
|
|
$
|
211,997
|
|
|
$
|
204,799
|
|
Net income
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
|
Year Ended
|
||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
||
Net sales
|
100.0
|
|
100.0
|
|
|
100.0
|
|
Cost of sales
|
92.8
|
|
92.3
|
|
|
92.4
|
|
Gross margin
|
7.2
|
|
7.7
|
|
|
7.6
|
|
|
|
|
|
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
Selling, general and administrative
|
4.0
|
|
3.7
|
|
|
4.0
|
|
Research and development
|
0.4
|
|
0.3
|
|
|
0.2
|
|
Other
|
0.5
|
|
0.5
|
|
|
0.2
|
|
Total operating expenses
|
4.9
|
|
4.5
|
|
|
4.4
|
|
|
Year Ended
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Communications
|
$
|
2,858,827
|
|
|
$
|
3,134,550
|
|
|
$
|
2,483,935
|
|
|
$
|
(275,723
|
)
|
|
(8.8
|
)%
|
|
$
|
650,615
|
|
|
26.2
|
%
|
Industrial, Defense and Medical
|
1,547,127
|
|
|
1,609,370
|
|
|
1,614,233
|
|
|
(62,243
|
)
|
|
(3.9
|
)%
|
|
(4,863
|
)
|
|
(0.3
|
)%
|
|||||
Enterprise Computing and Storage
|
966,851
|
|
|
913,062
|
|
|
1,072,376
|
|
|
53,789
|
|
|
5.9
|
%
|
|
(159,314
|
)
|
|
(14.9
|
)%
|
|||||
Multimedia
|
720,529
|
|
|
945,429
|
|
|
1,148,147
|
|
|
(224,900
|
)
|
|
(23.8
|
)%
|
|
(202,718
|
)
|
|
(17.7
|
)%
|
|||||
Total
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
|
$
|
(509,077
|
)
|
|
(7.7
|
)%
|
|
$
|
283,720
|
|
|
4.5
|
%
|
•
|
Changes in customer demand and sales volumes for our vertically integrated system components and subassemblies;
|
•
|
Changes in the overall volume of our business;
|
•
|
Changes in the mix of high and low margin products demanded by our customers;
|
•
|
Parts shortages and operational disruption caused by natural disasters;
|
•
|
Greater competition in the EMS industry and pricing pressures from OEMs due to greater focus on cost reduction;
|
•
|
Provisions for excess and obsolete inventory;
|
•
|
Level of operational efficiency;
|
•
|
Pricing pressure in the electronics industry resulting from economic conditions , with EMS companies competing more aggressively on cost to obtain new or maintain existing business;
|
•
|
Wage inflation and rising materials costs; and
|
•
|
Our ability to transition manufacturing and assembly operations to lower cost regions in an efficient manner.
|
|
Employee Termination / Severance and Related Benefits
|
|
Leases and Facility Shutdown and Consolidation Costs
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at October 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges to operations
|
11,618
|
|
|
4,027
|
|
|
15,645
|
|
|||
Charges utilized
|
(1,317
|
)
|
|
(4,027
|
)
|
|
(5,344
|
)
|
|||
Balance at September 29, 2012
|
$
|
10,301
|
|
|
$
|
—
|
|
|
$
|
10,301
|
|
|
Employee Termination / Severance and Related Benefits
|
|
Leases and Facility Shutdown and Consolidation Costs
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at October 3, 2009
|
$
|
10,755
|
|
|
$
|
3,645
|
|
|
$
|
14,400
|
|
Charges to operations
|
7,873
|
|
|
16,320
|
|
|
24,193
|
|
|||
Charges utilized
|
(11,104
|
)
|
|
(18,586
|
)
|
|
(29,690
|
)
|
|||
Reversal of accrual
|
(2,094
|
)
|
|
(277
|
)
|
|
(2,371
|
)
|
|||
Balance at October 2, 2010
|
5,430
|
|
|
1,102
|
|
|
6,532
|
|
|||
Charges to operations
|
9,041
|
|
|
19,683
|
|
|
28,724
|
|
|||
Charges utilized
|
(8,144
|
)
|
|
(19,369
|
)
|
|
(27,513
|
)
|
|||
Balance at October 1, 2011
|
6,327
|
|
|
1,416
|
|
|
7,743
|
|
|||
Charges to operations
|
827
|
|
|
14,465
|
|
|
15,292
|
|
|||
Charges utilized
|
(5,776
|
)
|
|
(12,568
|
)
|
|
(18,344
|
)
|
|||
Balance at September 29, 2012
|
$
|
1,378
|
|
|
$
|
3,313
|
|
|
$
|
4,691
|
|
|
Year ended
|
||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
||||||
Foreign exchange gains (losses)
|
$
|
(4,144
|
)
|
|
$
|
435
|
|
|
$
|
(2,490
|
)
|
Gain from investments
|
—
|
|
|
—
|
|
|
3,680
|
|
|||
Litigation settlement
|
—
|
|
|
—
|
|
|
35,556
|
|
|||
Other, net
|
3,853
|
|
|
457
|
|
|
4,792
|
|
|||
Total
|
$
|
(291
|
)
|
|
$
|
892
|
|
|
$
|
41,538
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
|
|
(In thousands)
|
|
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
215,413
|
|
|
$
|
234,908
|
|
|
$
|
(78,334
|
)
|
Investing activities
|
(78,027
|
)
|
|
(98,105
|
)
|
|
(64,295
|
)
|
|||
Financing activities
|
(366,813
|
)
|
|
(88,954
|
)
|
|
(162,613
|
)
|
|||
Effect of exchange rate changes
|
(1,243
|
)
|
|
(373
|
)
|
|
(1,097
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(230,670
|
)
|
|
$
|
47,476
|
|
|
$
|
(306,339
|
)
|
|
As of
|
||
|
September 29,
2012 |
|
October 1,
2011 |
Days sales outstanding (1)
|
58
|
|
55
|
Inventory turns (2)
|
7.1
|
|
7.0
|
Accounts payable days (3)
|
57
|
|
57
|
Cash cycle days (4)
|
52
|
|
50
|
(1)
|
Days sales outstanding (a measure of how quickly we collect our accounts receivable), or "DSO", is calculated as the ratio
|
(2)
|
Inventory turns (annualized) are calculated as the ratio of four times our cost of sales for the quarter to average
|
(3)
|
Accounts payable days (a measure of how quickly we pay our suppliers), or "DPO", is calculated as the ratio of 365 days to accounts payable turns, in which accounts payable turns is calculated as the ratio of four times our cost of sales for the quarter to average accounts payable.
|
(4)
|
Cash cycle days is calculated as the ratio of 365 days to inventory turns, plus days sales outstanding minus accounts
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than 1 year
|
|
1- 3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt, including interest
|
$
|
981,831
|
|
|
$
|
44,412
|
|
|
$
|
358,221
|
|
|
$
|
43,696
|
|
|
$
|
535,502
|
|
Operating leases
|
103,392
|
|
|
26,165
|
|
|
28,461
|
|
|
18,545
|
|
|
30,221
|
|
|||||
Total contractual obligations
|
$
|
1,085,223
|
|
|
$
|
70,577
|
|
|
$
|
386,682
|
|
|
$
|
62,241
|
|
|
$
|
565,723
|
|
|
Year ended September 29, 2012
|
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
||||||||
|
(In thousands, except per share data)
|
|
||||||||||||||
Net sales
|
$
|
1,502,366
|
|
|
$
|
1,463,082
|
|
|
$
|
1,549,302
|
|
|
$
|
1,578,584
|
|
|
Gross profit
|
$
|
109,025
|
|
|
$
|
106,348
|
|
|
$
|
105,252
|
|
|
$
|
115,157
|
|
|
Gross margin
|
7.3
|
%
|
|
7.3
|
%
|
|
6.8
|
%
|
|
7.3
|
%
|
|
||||
Operating income
|
$
|
39,688
|
|
|
$
|
30,208
|
|
|
$
|
35,394
|
|
|
$
|
32,200
|
|
|
Operating margin
|
2.6
|
%
|
|
2.1
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
|
||||
Net income (loss)
|
$
|
8,575
|
|
|
$
|
(1,439
|
)
|
|
$
|
8,948
|
|
|
$
|
164,150
|
|
(1)
|
Basic net income (loss) per share
|
$
|
0.11
|
|
|
$
|
(0.02
|
)
|
|
0.11
|
|
|
$
|
2.01
|
|
|
|
Diluted net income (loss) per share
|
$
|
0.10
|
|
|
$
|
(0.02
|
)
|
|
0.11
|
|
|
$
|
1.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended October 1, 2011
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
1,662,451
|
|
|
$
|
1,569,058
|
|
|
$
|
1,674,200
|
|
|
$
|
1,696,702
|
|
Gross profit
|
$
|
128,047
|
|
|
$
|
116,831
|
|
|
$
|
131,601
|
|
|
$
|
133,872
|
|
Gross margin
|
7.7
|
%
|
|
7.4
|
%
|
|
7.9
|
%
|
|
7.9
|
%
|
||||
Operating income
|
$
|
60,955
|
|
|
$
|
44,634
|
|
|
$
|
52,907
|
|
|
$
|
53,501
|
|
Operating margin
|
3.7
|
%
|
|
2.8
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
||||
Net income
|
$
|
28,359
|
|
|
$
|
13,065
|
|
|
$
|
9,405
|
|
|
$
|
18,088
|
|
Basic net income per share
|
$
|
0.36
|
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Diluted net income per share
|
$
|
0.34
|
|
|
$
|
0.16
|
|
|
$
|
0.11
|
|
|
$
|
0.22
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands, except par value)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
409,618
|
|
|
$
|
640,288
|
|
Accounts receivable, net of allowances of $12,032
and $14,537, respectively
|
1,001,543
|
|
|
1,014,121
|
|
||
Inventories
|
826,539
|
|
|
891,325
|
|
||
Prepaid expenses and other current assets
|
88,599
|
|
|
83,512
|
|
||
Total current assets
|
2,326,299
|
|
|
2,629,246
|
|
||
Property, plant and equipment, net
|
569,365
|
|
|
588,097
|
|
||
Other
|
272,122
|
|
|
136,630
|
|
||
Total assets
|
$
|
3,167,786
|
|
|
$
|
3,353,973
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
937,737
|
|
|
$
|
984,014
|
|
Accrued liabilities
|
104,741
|
|
|
109,478
|
|
||
Accrued payroll and related benefits
|
117,074
|
|
|
112,193
|
|
||
Short-term debt
|
59,995
|
|
|
60,200
|
|
||
Total current liabilities
|
1,219,547
|
|
|
1,265,885
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
837,364
|
|
|
1,182,308
|
|
||
Other
|
147,094
|
|
|
135,263
|
|
||
Total long-term liabilities
|
984,458
|
|
|
1,317,571
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $.01 par value, authorized 5,000 shares, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 166,667 shares, 94,971 and 94,035 shares issued, respectively, and 81,635 and 80,734 shares outstanding, respectively
|
817
|
|
|
807
|
|
||
Treasury stock, 13,336 and 13,301 shares, respectively, at cost
|
(214,133
|
)
|
|
(213,828
|
)
|
||
Additional paid-in capital
|
6,074,524
|
|
|
6,053,940
|
|
||
Accumulated other comprehensive income
|
63,479
|
|
|
70,738
|
|
||
Accumulated deficit
|
(4,960,906
|
)
|
|
(5,141,140
|
)
|
||
Total stockholders' equity
|
963,781
|
|
|
770,517
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,167,786
|
|
|
$
|
3,353,973
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
|
|
||||||||||
Net sales
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
Cost of sales
|
5,657,552
|
|
|
6,092,060
|
|
|
5,835,701
|
|
|||
Gross profit
|
435,782
|
|
|
510,351
|
|
|
482,990
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
240,863
|
|
|
247,127
|
|
|
252,534
|
|
|||
Research and development
|
21,899
|
|
|
20,802
|
|
|
13,004
|
|
|||
Restructuring and integration costs
|
31,371
|
|
|
29,609
|
|
|
21,822
|
|
|||
Amortization of intangible assets
|
3,067
|
|
|
3,831
|
|
|
3,555
|
|
|||
Asset impairments
|
2,390
|
|
|
450
|
|
|
1,100
|
|
|||
Gain on sales of long-lived assets
|
(1,298
|
)
|
|
(3,465
|
)
|
|
(13,824
|
)
|
|||
Total operating expenses
|
298,292
|
|
|
298,354
|
|
|
278,191
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
137,490
|
|
|
211,997
|
|
|
204,799
|
|
|||
|
|
|
|
|
|
||||||
Interest income
|
1,425
|
|
|
1,861
|
|
|
2,246
|
|
|||
Interest expense
|
(71,744
|
)
|
|
(99,114
|
)
|
|
(108,144
|
)
|
|||
Other income (expense), net
|
(291
|
)
|
|
892
|
|
|
41,538
|
|
|||
Loss on extinguishments of debt
|
(16,937
|
)
|
|
(16,098
|
)
|
|
(1,197
|
)
|
|||
Interest and other income (expense), net
|
(87,547
|
)
|
|
(112,459
|
)
|
|
(65,557
|
)
|
|||
Income before income taxes
|
49,943
|
|
|
99,538
|
|
|
139,242
|
|
|||
Provision for (benefit from) income taxes
|
(130,291
|
)
|
|
30,621
|
|
|
16,807
|
|
|||
Net income
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.22
|
|
|
$
|
0.86
|
|
|
$
|
1.55
|
|
Diluted
|
$
|
2.16
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
|
|
|
|
|
||||||
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
||||||
Basic
|
81,284
|
|
|
80,345
|
|
|
79,195
|
|
|||
Diluted
|
83,495
|
|
|
83,158
|
|
|
82,477
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
|
|
||||||||||
Net income
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on derivative financial instruments, net of tax
|
6,474
|
|
|
6,978
|
|
|
(5,373
|
)
|
|||
Foreign currency translation adjustments
|
(2,543
|
)
|
|
5,419
|
|
|
10,996
|
|
|||
Changes in unrecognized net actuarial loss and unrecognized transition costs, net of tax
|
(11,190
|
)
|
|
4,124
|
|
|
(3,756
|
)
|
|||
Comprehensive income
|
$
|
172,975
|
|
|
$
|
85,438
|
|
|
$
|
124,302
|
|
|
Common Stock and Additional Paid-in Capital
|
|
Treasury Stock
|
|
|
|
|
|
|
||||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated
Other
Comprehensive
Income
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
BALANCE AT OCTOBER 3, 2009
|
91,914
|
|
|
$
|
6,012,932
|
|
|
(13,348
|
)
|
|
$
|
(213,720
|
)
|
|
$
|
52,350
|
|
|
$
|
(5,332,492
|
)
|
|
$
|
519,070
|
|
Issuances under stock plans
|
1,160
|
|
|
3,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,821
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,996
|
|
|
—
|
|
|
10,996
|
|
|||||
Unrealized loss on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
|
—
|
|
|
(5,373
|
)
|
|||||
Changes in unrecognized net actuarial loss and unrecognized transition costs, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,756
|
)
|
|
—
|
|
|
(3,756
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
15,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,167
|
|
|||||
Issuances (repurchases) of treasury stock
|
—
|
|
|
51
|
|
|
(4
|
)
|
|
(810
|
)
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,435
|
|
|
122,435
|
|
|||||
BALANCE AT OCTOBER 2, 2010
|
93,074
|
|
|
$
|
6,031,971
|
|
|
(13,352
|
)
|
|
$
|
(214,530
|
)
|
|
$
|
54,217
|
|
|
$
|
(5,210,057
|
)
|
|
$
|
661,601
|
|
Issuances under stock plans
|
961
|
|
|
4,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,603
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,419
|
|
|
—
|
|
|
5,419
|
|
|||||
Unrealized gain on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,978
|
|
|
—
|
|
|
6,978
|
|
|||||
Changes in unrecognized net actuarial loss and unrecognized transition costs, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,124
|
|
|
—
|
|
|
4,124
|
|
|||||
Stock-based compensation
|
—
|
|
|
18,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,896
|
|
|||||
Issuances (repurchases) of treasury stock
|
—
|
|
|
(723
|
)
|
|
51
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,917
|
|
|
68,917
|
|
|||||
BALANCE AT OCTOBER 1, 2011
|
94,035
|
|
|
$
|
6,054,747
|
|
|
(13,301
|
)
|
|
$
|
(213,828
|
)
|
|
$
|
70,738
|
|
|
$
|
(5,141,140
|
)
|
|
$
|
770,517
|
|
Issuances under stock plans
|
936
|
|
|
2,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,595
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,543
|
)
|
|
—
|
|
|
(2,543
|
)
|
|||||
Unrealized gain on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,474
|
|
|
—
|
|
|
6,474
|
|
|||||
Changes in unrecognized net actuarial loss and unrecognized transition costs, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,190
|
)
|
|
—
|
|
|
(11,190
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
17,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,999
|
|
|||||
Issuances (repurchases) of treasury stock
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(305
|
)
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,234
|
|
|
180,234
|
|
|||||
BALANCE AT SEPTEMBER 29, 2012
|
94,971
|
|
|
$
|
6,075,341
|
|
|
(13,336
|
)
|
|
$
|
(214,133
|
)
|
|
$
|
63,479
|
|
|
$
|
(4,960,906
|
)
|
|
$
|
963,781
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
99,477
|
|
|
104,571
|
|
|
89,573
|
|
|||
Stock-based compensation expense
|
17,999
|
|
|
18,896
|
|
|
15,167
|
|
|||
Provision (benefit) for doubtful accounts, product returns and other net sales adjustments
|
(826
|
)
|
|
(1,187
|
)
|
|
3,571
|
|
|||
Deferred income taxes
|
(155,791
|
)
|
|
(2,163
|
)
|
|
3,492
|
|
|||
Gain on sales of assets
|
(1,780
|
)
|
|
(3,330
|
)
|
|
(18,036
|
)
|
|||
Impairment of assets
|
7,134
|
|
|
450
|
|
|
1,100
|
|
|||
Loss on extinguishments of debt
|
16,937
|
|
|
16,098
|
|
|
1,197
|
|
|||
Other, net
|
(81
|
)
|
|
(357
|
)
|
|
2,330
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
12,896
|
|
|
6,061
|
|
|
(332,179
|
)
|
|||
Inventories
|
63,365
|
|
|
(46,803
|
)
|
|
(60,129
|
)
|
|||
Prepaid expenses and other current assets
|
9,432
|
|
|
(10,075
|
)
|
|
1,629
|
|
|||
Accounts payable
|
(48,412
|
)
|
|
71,248
|
|
|
93,801
|
|
|||
Accrued liabilities and other long-term liabilities
|
14,829
|
|
|
12,582
|
|
|
(2,285
|
)
|
|||
Cash provided by (used in) operating activities
|
215,413
|
|
|
234,908
|
|
|
(78,334
|
)
|
|||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Net proceeds from sales of long-term investments
|
799
|
|
|
59
|
|
|
1,182
|
|
|||
Purchases of property, plant and equipment
|
(78,631
|
)
|
|
(107,574
|
)
|
|
(81,416
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
4,828
|
|
|
24,066
|
|
|
30,847
|
|
|||
Cash paid in connection with business combinations
|
(5,023
|
)
|
|
(14,656
|
)
|
|
(14,908
|
)
|
|||
Cash used in investing activities
|
(78,027
|
)
|
|
(98,105
|
)
|
|
(64,295
|
)
|
|||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Change in restricted cash
|
5,100
|
|
|
12,857
|
|
|
(10,808
|
)
|
|||
Proceeds from short-term borrowings
|
73,995
|
|
|
62,000
|
|
|
65,000
|
|
|||
Repayments of short-term borrowings
|
(74,200
|
)
|
|
(66,800
|
)
|
|
—
|
|
|||
Proceeds from revolving credit facility borrowings
|
484,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments of revolving credit facility borrowings
|
(484,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(410,843
|
)
|
|
(590,623
|
)
|
|
(219,867
|
)
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
39,532
|
|
|
489,030
|
|
|
—
|
|
|||
Revolving credit facility issuance costs
|
(2,687
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from stock issuances
|
2,595
|
|
|
4,603
|
|
|
3,821
|
|
|||
Repurchases of common stock
|
(305
|
)
|
|
(21
|
)
|
|
(759
|
)
|
|||
Cash used in financing activities
|
(366,813
|
)
|
|
(88,954
|
)
|
|
(162,613
|
)
|
|||
Effect of exchange rate changes
|
(1,243
|
)
|
|
(373
|
)
|
|
(1,097
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(230,670
|
)
|
|
47,476
|
|
|
(306,339
|
)
|
|||
Cash and cash equivalents at beginning of year
|
640,288
|
|
|
592,812
|
|
|
899,151
|
|
|||
Cash and cash equivalents at end of year
|
$
|
409,618
|
|
|
$
|
640,288
|
|
|
$
|
592,812
|
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year:
|
|
|
|
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
67,994
|
|
|
$
|
91,094
|
|
|
$
|
97,787
|
|
Income taxes, net of refunds
|
$
|
12,723
|
|
|
$
|
12,326
|
|
|
$
|
29,738
|
|
1)
|
Integrated Manufacturing Solutions (IMS), which is a single operating segment consisting of printed circuit board assembly and test, optical and RF (Radio Frequency) modules, final system assembly and test, and direct order fulfillment.
|
2)
|
Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabrication and backplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products, which includes memory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospace industry and storage products from Newisys; and Services, which includes design, engineering, logistics and repair services.
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Cash balances
|
$
|
409,183
|
|
|
$
|
639,853
|
|
Money market funds
|
435
|
|
|
435
|
|
||
Total
|
$
|
409,618
|
|
|
$
|
640,288
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
584,821
|
|
|
$
|
641,918
|
|
Work-in-process
|
96,757
|
|
|
98,097
|
|
||
Finished goods
|
144,961
|
|
|
151,310
|
|
||
Total
|
$
|
826,539
|
|
|
$
|
891,325
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Machinery and equipment
|
$
|
1,424,070
|
|
|
$
|
1,443,942
|
|
Land and buildings
|
553,143
|
|
|
524,540
|
|
||
Leasehold improvements
|
58,197
|
|
|
57,480
|
|
||
Furniture and fixtures
|
19,068
|
|
|
21,253
|
|
||
Construction in progress
|
45,676
|
|
|
20,617
|
|
||
|
2,100,154
|
|
|
2,067,832
|
|
||
Less: Accumulated depreciation and amortization
|
(1,530,789
|
)
|
|
(1,479,735
|
)
|
||
Property, plant and equipment, net
|
$
|
569,365
|
|
|
$
|
588,097
|
|
|
Gross Carrying Amount
|
|
Impairment of Intangibles
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||
|
(In thousands)
|
||||||||||||||
As of September 29, 2012
|
$
|
82,310
|
|
|
$
|
(7,928
|
)
|
|
$
|
(67,139
|
)
|
|
$
|
7,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of October 1, 2011
|
$
|
82,905
|
|
|
$
|
(7,928
|
)
|
|
$
|
(63,970
|
)
|
|
$
|
11,007
|
|
Year Ended:
|
|
(In thousands)
|
||
2013
|
|
$
|
1,905
|
|
2014
|
|
1,797
|
|
|
2015
|
|
1,256
|
|
|
2016
|
|
364
|
|
|
2017
|
|
364
|
|
|
Thereafter
|
|
1,557
|
|
|
Total
|
|
$
|
7,243
|
|
Balance as of
|
|
Additions to
Accrual
|
|
Accrual
Utilized
|
|
Balance as of
|
||||||||
October 1, 2011
|
|
|
|
September 29, 2012
|
||||||||||
(In thousands)
|
||||||||||||||
$
|
15,672
|
|
|
$
|
6,716
|
|
|
$
|
(7,739
|
)
|
|
$
|
14,649
|
|
Balance as of
|
|
Additions to
Accrual
|
|
Accrual
Utilized
|
|
Balance as of
|
||||||||
October 2, 2010
|
|
|
|
October 1, 2011
|
||||||||||
(In thousands)
|
||||||||||||||
$
|
17,752
|
|
|
$
|
9,012
|
|
|
$
|
(11,092
|
)
|
|
$
|
15,672
|
|
Level 1:
|
Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
Level 2:
|
Inputs that reflect quoted prices, other than quoted prices included in Level 1, that are observable for the assets or liabilities, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in less active markets; or inputs that are derived principally from or corroborated by observable market data by correlation.
|
Level 3:
|
Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of assets or liabilities.
|
|
|
Money market funds
|
|
Time deposits
|
|
Derivatives designated as hedging instruments under ASC 815: Foreign Currency Forward Contracts and Interest Rate Swaps
|
|
Derivatives not designated as hedging instruments under ASC 815: Foreign Currency Forward Contracts
|
|
Total
|
||||||||||
|
|
Level 1
|
|
Level 1
|
|
Level 2
|
|
Level 2
|
|
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Classification:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
435
|
|
|
$
|
3,384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,819
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
1,770
|
|
|
$
|
1,847
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,954
|
|
|
$
|
—
|
|
|
$
|
39,954
|
|
Accrued liabilities (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(175
|
)
|
|
$
|
(2,913
|
)
|
|
$
|
(3,088
|
)
|
Other long-term liabilities (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23,126
|
)
|
|
$
|
—
|
|
|
$
|
(23,126
|
)
|
|
|
Money market funds
|
|
Time deposits
|
|
Derivatives designated as hedging instruments under ASC 815: Foreign Currency Forward Contracts and Interest Rate Swaps
|
|
Derivatives not designated as hedging instruments under ASC 815: Foreign Currency Forward Contracts
|
|
Total
|
||||||||||
|
|
Level 1
|
|
Level 1
|
|
Level 2
|
|
Level 2
|
|
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Classification:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
435
|
|
|
$
|
52,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,555
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
8,243
|
|
|
$
|
8,302
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,898
|
|
|
$
|
—
|
|
|
$
|
24,898
|
|
Accrued liabilities (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(331
|
)
|
|
$
|
(8,211
|
)
|
|
$
|
(8,542
|
)
|
Other long-term liabilities (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33,211
|
)
|
|
$
|
—
|
|
|
$
|
(33,211
|
)
|
|
As of
|
||||
|
September 29, 2012
|
|
October 1, 2011
|
||
Derivatives Designated as Accounting Hedges:
|
|
|
|
||
Notional amount (in thousands)
|
$123,050
|
|
$117,224
|
||
Number of contracts
|
49
|
|
57
|
||
Derivatives Not Designated as Accounting Hedges:
|
|
|
|
||
Notional amount (in thousands)
|
$292,469
|
|
$466,007
|
||
Number of contracts
|
33
|
|
|
34
|
|
Derivative Type and Income Statement Location
|
|
Amount of Gain/(Loss) Recognized in OCI on Derivative
(Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion)
|
||||||||||||
|
|
September 29, 2012
|
|
October 1, 2011
|
|
September 29, 2012
|
|
October 1, 2011
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Interest rate swaps - Interest expense
|
|
$
|
(3,109
|
)
|
|
$
|
(6,421
|
)
|
|
$
|
(12,955
|
)
|
|
$
|
(13,611
|
)
|
Foreign currency forward contracts - Cost of sales
|
|
588
|
|
|
1,081
|
|
|
645
|
|
|
1,293
|
|
||||
Total
|
|
$
|
(2,521
|
)
|
|
$
|
(5,340
|
)
|
|
$
|
(12,310
|
)
|
|
$
|
(12,318
|
)
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Senior Floating Rate Notes due 2014
|
$
|
257,410
|
|
|
$
|
257,410
|
|
Secured Debt due 2015
|
40,000
|
|
|
—
|
|
||
8.125% Senior Subordinated Notes due 2016
|
—
|
|
|
400,000
|
|
||
Senior Notes due 2019
|
500,000
|
|
|
500,000
|
|
||
Fair value adjustment (1)
|
39,954
|
|
|
24,898
|
|
||
Total long-term debt
|
$
|
837,364
|
|
|
$
|
1,182,308
|
|
|
(In thousands)
|
||
2013
|
$
|
—
|
|
2014
|
257,410
|
|
|
2015
|
40,000
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
Thereafter
|
500,000
|
|
|
Total
|
$
|
797,410
|
|
|
(In thousands)
|
||
2013
|
$
|
26,165
|
|
2014
|
16,809
|
|
|
2015
|
11,652
|
|
|
2016
|
9,559
|
|
|
2017
|
8,986
|
|
|
Thereafter
|
30,221
|
|
|
Total
|
$
|
103,392
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
Domestic
|
$
|
(7,548
|
)
|
|
$
|
42,136
|
|
|
$
|
60,668
|
|
Foreign
|
57,491
|
|
|
57,402
|
|
|
78,574
|
|
|||
Total
|
$
|
49,943
|
|
|
$
|
99,538
|
|
|
$
|
139,242
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(3,223
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
(154,292
|
)
|
|
—
|
|
|
—
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
(124
|
)
|
|
1,009
|
|
|
1,656
|
|
|||
Deferred
|
(4,408
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
28,928
|
|
|
31,749
|
|
|
11,766
|
|
|||
Deferred
|
2,828
|
|
|
(2,137
|
)
|
|
3,385
|
|
|||
Total provision (benefit from) for income taxes
|
$
|
(130,291
|
)
|
|
$
|
30,621
|
|
|
$
|
16,807
|
|
|
As of
|
||||||
|
September 29, 2012
|
|
October 1, 2011
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
U.S. net operating loss carryforwards
|
$
|
472,086
|
|
|
$
|
476,802
|
|
Foreign net operating loss carryforwards
|
152,462
|
|
|
131,174
|
|
||
Acquisition related intangibles
|
91,972
|
|
|
101,661
|
|
||
Accruals not currently deductible
|
45,102
|
|
|
41,027
|
|
||
Property, plant and equipment
|
26,906
|
|
|
30,704
|
|
||
Tax credit carryforwards
|
24,478
|
|
|
25,846
|
|
||
Reserves not currently deductible
|
24,209
|
|
|
26,256
|
|
||
Stock compensation expense
|
14,664
|
|
|
8,874
|
|
||
Unrealized losses on derivative financial instruments
|
14,089
|
|
|
14,238
|
|
||
Other
|
550
|
|
|
439
|
|
||
Valuation allowance
|
(671,891
|
)
|
|
(818,266
|
)
|
||
Total deferred tax assets
|
194,627
|
|
|
38,755
|
|
||
Deferred tax liabilities on foreign earnings
|
(22,053
|
)
|
|
(22,053
|
)
|
||
Net deferred tax assets
|
$
|
172,574
|
|
|
$
|
16,702
|
|
Recorded as:
|
|
|
|
||||
Current deferred tax assets
|
$
|
19,721
|
|
|
$
|
8,516
|
|
Non-current deferred tax assets
|
152,853
|
|
|
11,155
|
|
||
Non-current deferred tax liabilities
|
—
|
|
|
(2,969
|
)
|
||
Net deferred tax assets
|
$
|
172,574
|
|
|
$
|
16,702
|
|
|
As of
|
|||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
|||
Federal tax at statutory rate
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
Effect of foreign operations
|
21.73
|
|
|
9.57
|
|
|
(8.87
|
)
|
Foreign income inclusion
|
10.48
|
|
|
0.25
|
|
|
1.11
|
|
Change in valuation allowance
|
(6.74
|
)
|
|
(16.97
|
)
|
|
(17.16
|
)
|
Permanent items
|
3.11
|
|
|
1.90
|
|
|
0.80
|
|
Change to other comprehensive income
|
(6.64
|
)
|
|
—
|
|
|
—
|
|
Release of valuation allowance
|
(317.76
|
)
|
|
—
|
|
|
—
|
|
State income taxes, net of federal benefit
|
(0.06
|
)
|
|
1.01
|
|
|
1.19
|
|
Provision for income taxes
|
(260.88
|
)%
|
|
30.76
|
%
|
|
12.07
|
%
|
|
Year Ended
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Balance, beginning of year
|
$
|
41,482
|
|
|
$
|
34,997
|
|
Increase related to prior year tax positions
|
10,125
|
|
|
4,324
|
|
||
Decrease related to prior year tax positions
|
(320
|
)
|
|
(2,811
|
)
|
||
Increase related to current year tax positions
|
3,133
|
|
|
5,337
|
|
||
Settlement
|
(196
|
)
|
|
—
|
|
||
Decrease related to lapse of statute of limitations
|
—
|
|
|
(365
|
)
|
||
Balance, end of year
|
$
|
54,224
|
|
|
$
|
41,482
|
|
|
Employee Termination / Severance and Related Benefits
|
|
Leases and Facility Shutdown and Consolidation Costs
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at October 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges to operations
|
11,618
|
|
|
4,027
|
|
|
15,645
|
|
|||
Charges utilized
|
(1,317
|
)
|
|
(4,027
|
)
|
|
(5,344
|
)
|
|||
Balance at September 29, 2012
|
$
|
10,301
|
|
|
$
|
—
|
|
|
$
|
10,301
|
|
|
Employee Termination / Severance and Related Benefits
|
|
Leases and Facility Shutdown and Consolidation Costs
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at October 3, 2009
|
$
|
10,755
|
|
|
$
|
3,645
|
|
|
$
|
14,400
|
|
Charges to operations
|
7,873
|
|
|
16,320
|
|
|
24,193
|
|
|||
Charges utilized
|
(11,104
|
)
|
|
(18,586
|
)
|
|
(29,690
|
)
|
|||
Reversal of accrual
|
(2,094
|
)
|
|
(277
|
)
|
|
(2,371
|
)
|
|||
Balance at October 2, 2010
|
5,430
|
|
|
1,102
|
|
|
6,532
|
|
|||
Charges to operations
|
9,041
|
|
|
19,683
|
|
|
28,724
|
|
|||
Charges utilized
|
(8,144
|
)
|
|
(19,369
|
)
|
|
(27,513
|
)
|
|||
Balance at October 1, 2011
|
6,327
|
|
|
1,416
|
|
|
7,743
|
|
|||
Charges to operations
|
827
|
|
|
14,465
|
|
|
15,292
|
|
|||
Charges utilized
|
(5,776
|
)
|
|
(12,568
|
)
|
|
(18,344
|
)
|
|||
Balance at September 29, 2012
|
$
|
1,378
|
|
|
$
|
3,313
|
|
|
$
|
4,691
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2, 2010
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
180,234
|
|
|
$
|
68,917
|
|
|
$
|
122,435
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average shares used in computing per share amount:
|
|
|
|
|
|
||||||
Basic
|
81,284
|
|
|
80,345
|
|
|
79,195
|
|
|||
Diluted
|
83,495
|
|
|
83,158
|
|
|
82,477
|
|
|||
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.22
|
|
|
$
|
0.86
|
|
|
$
|
1.55
|
|
Diluted
|
$
|
2.16
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
As of
|
|||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
|||
Potentially dilutive securities:
|
(In thousands)
|
|||||||
Employee stock options
|
7,937
|
|
|
6,839
|
|
|
6,078
|
|
Restricted stock units
|
369
|
|
|
241
|
|
|
25
|
|
Total
|
8,306
|
|
|
7,080
|
|
|
6,103
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
Cost of sales
|
$
|
4,504
|
|
|
$
|
4,730
|
|
|
$
|
5,452
|
|
Selling, general & administrative
|
13,363
|
|
|
13,070
|
|
|
9,808
|
|
|||
Research & development
|
132
|
|
|
182
|
|
|
(93
|
)
|
|||
Restructuring
|
—
|
|
|
914
|
|
|
—
|
|
|||
Total
|
$
|
17,999
|
|
|
$
|
18,896
|
|
|
$
|
15,167
|
|
|
Year Ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
|
(In thousands)
|
||||||||||
Stock options
|
$
|
10,084
|
|
|
$
|
13,293
|
|
|
$
|
12,818
|
|
Restricted stock units
|
7,915
|
|
|
5,603
|
|
|
2,349
|
|
|||
Total
|
$
|
17,999
|
|
|
$
|
18,896
|
|
|
$
|
15,167
|
|
|
Year Ended
|
|||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
|||
Volatility
|
85.8
|
%
|
|
84.8
|
%
|
|
81.6
|
%
|
Risk-free interest rate
|
0.85
|
%
|
|
1.6
|
%
|
|
2.2
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Expected life of options
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
($)
|
|
Weighted-Average Remaining Contractual Term
(Years)
|
|
Aggregate Intrinsic Value of In-The-Money Options
($)
|
|||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||
Outstanding, October 3, 2009
|
11,106
|
|
|
16.00
|
|
|
8.11
|
|
26,008
|
|
Granted
|
1,414
|
|
|
10.06
|
|
|
|
|
|
|
Exercised/Cancelled/Forfeited/Expired
|
(1,442
|
)
|
|
22.51
|
|
|
|
|
|
|
Outstanding, October 2, 2010
|
11,078
|
|
|
14.39
|
|
|
7.44
|
|
35,417
|
|
Granted
|
1,875
|
|
|
13.15
|
|
|
|
|
|
|
Exercised/Cancelled/Forfeited/Expired
|
(2,031
|
)
|
|
16.18
|
|
|
|
|
|
|
Outstanding, October 1, 2011
|
10,922
|
|
|
13.85
|
|
|
6.89
|
|
14,195
|
|
Granted
|
1,775
|
|
|
9.61
|
|
|
|
|
|
|
Exercised/Cancelled/Forfeited/Expired
|
(1,422
|
)
|
|
14.08
|
|
|
|
|
|
|
Outstanding, September 29, 2012
|
11,275
|
|
|
13.15
|
|
|
6.54
|
|
18,548
|
|
Vested and expected to vest, September 29, 2012
|
10,837
|
|
|
13.27
|
|
|
6.44
|
|
18,236
|
|
Exercisable, September 29, 2012
|
7,600
|
|
|
14.89
|
|
|
5.61
|
|
13,814
|
|
|
Number of Shares
|
|
Weighted Grant-Date Fair Value Per Share
($)
|
|
Weighted-Average Remaining Contractual Term
(Years)
|
|
Aggregate Intrinsic Value
($)
|
|||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||
Outstanding, October 3, 2009
|
737
|
|
|
16.17
|
|
|
0.41
|
|
6,494
|
|
Granted
|
996
|
|
|
9.80
|
|
|
|
|
|
|
Vested/Cancelled
|
(795
|
)
|
|
15.66
|
|
|
|
|
|
|
Outstanding, October 2, 2010
|
938
|
|
|
9.78
|
|
|
2.12
|
|
10,200
|
|
Granted
|
1,317
|
|
|
12.69
|
|
|
|
|
|
|
Vested/Cancelled
|
(417
|
)
|
|
11.87
|
|
|
|
|
|
|
Outstanding, October 1, 2011
|
1,838
|
|
|
11.42
|
|
|
1.63
|
|
14,249
|
|
Granted
|
790
|
|
|
6.16
|
|
|
|
|
|
|
Vested/Cancelled
|
(398
|
)
|
|
11.69
|
|
|
|
|
|
|
Outstanding, September 29, 2012
|
2,230
|
|
|
9.51
|
|
|
1.08
|
|
21,272
|
|
Expected to vest, September 29, 2012
|
1,955
|
|
|
9.40
|
|
|
0.98
|
|
18,651
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||||||
Range of Weighted Exercise Prices
|
|
Number
Outstanding
|
|
Weighted Average Remaining Contractual Life
(Years)
|
|
Weighted Average Exercise Price
($)
|
|
Number Exercisable
|
|
Weighted Average Exercise Price
($)
|
||||
|
|
(In thousands)
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
||
$1.50-$2.94
|
|
1,023
|
|
|
6.26
|
|
2.40
|
|
|
931
|
|
|
2.46
|
|
$2.95-$4.45
|
|
1,786
|
|
|
6.77
|
|
4.45
|
|
|
1,233
|
|
|
4.45
|
|
$4.46-$8.79
|
|
2,238
|
|
|
6.79
|
|
8.65
|
|
|
983
|
|
|
8.68
|
|
$8.80-$11.23
|
|
1,734
|
|
|
8.63
|
|
10.61
|
|
|
518
|
|
|
10.44
|
|
$11.24-$15.91
|
|
1,706
|
|
|
6.84
|
|
13.90
|
|
|
1,191
|
|
|
13.28
|
|
$15.92-$21.12
|
|
1,616
|
|
|
4.82
|
|
20.81
|
|
|
1,572
|
|
|
20.91
|
|
$21.13-$83.10
|
|
1,172
|
|
|
2.85
|
|
36.52
|
|
|
1,172
|
|
|
36.52
|
|
$1.50-$83.10
|
|
11,275
|
|
|
6.54
|
|
13.15
|
|
|
7,600
|
|
|
14.89
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments
|
$
|
107,720
|
|
|
$
|
110,263
|
|
Unrealized holding losses on derivative financial instruments
|
(25,510
|
)
|
|
(31,984
|
)
|
||
Unrecognized net actuarial loss and unrecognized transition cost
|
(18,731
|
)
|
|
(7,541
|
)
|
||
Total
|
$
|
63,479
|
|
|
$
|
70,738
|
|
|
Year ended
|
||||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
October 2,
2010 |
||||||
Foreign exchange gains (losses)
|
$
|
(4,144
|
)
|
|
$
|
435
|
|
|
$
|
(2,490
|
)
|
Gain from investments
|
—
|
|
|
—
|
|
|
3,680
|
|
|||
Litigation settlement
|
—
|
|
|
—
|
|
|
35,556
|
|
|||
Other, net
|
3,853
|
|
|
457
|
|
|
4,792
|
|
|||
Total
|
$
|
(291
|
)
|
|
$
|
892
|
|
|
$
|
41,538
|
|
|
|
As of September 29, 2012
|
|
As of October 1, 2011
|
|
As of October 2, 2010
|
||||||||||||||||||
Change in Benefit Obligations
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Beginning projected benefit obligation
|
|
$
|
26,885
|
|
|
$
|
25,396
|
|
|
$
|
27,302
|
|
|
$
|
29,346
|
|
|
$
|
28,089
|
|
|
$
|
26,110
|
|
Service cost
|
|
—
|
|
|
666
|
|
|
—
|
|
|
599
|
|
|
—
|
|
|
396
|
|
||||||
Interest cost
|
|
1,027
|
|
|
1,388
|
|
|
1,050
|
|
|
1,382
|
|
|
1,364
|
|
|
1,213
|
|
||||||
Actuarial (gain) loss
|
|
4,121
|
|
|
9,729
|
|
|
656
|
|
|
(5,891
|
)
|
|
2,128
|
|
|
6,598
|
|
||||||
Benefits paid
|
|
(2,432
|
)
|
|
(722
|
)
|
|
(2,123
|
)
|
|
(723
|
)
|
|
(4,279
|
)
|
|
(773
|
)
|
||||||
Settlement / Curtailment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,252
|
)
|
||||||
Other (1)
|
|
—
|
|
|
(1,286
|
)
|
|
—
|
|
|
683
|
|
|
—
|
|
|
(2,946
|
)
|
||||||
Ending projected benefit obligation
|
|
$
|
29,601
|
|
|
$
|
35,171
|
|
|
$
|
26,885
|
|
|
$
|
25,396
|
|
|
$
|
27,302
|
|
|
$
|
29,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ending accumulated benefit obligation
|
|
$
|
29,601
|
|
|
$
|
31,917
|
|
|
$
|
26,885
|
|
|
$
|
23,374
|
|
|
$
|
27,302
|
|
|
$
|
27,871
|
|
|
U.S. Pensions
|
|
Non-U.S. Pensions
|
||||||||
|
As of
|
|
As of
|
||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
September 29,
2012 |
|
October 1,
2011 |
||||
Discount rate
|
2.75
|
%
|
|
4.00
|
%
|
|
4.39
|
%
|
|
5.80
|
%
|
Rate of compensation increases
|
—
|
%
|
|
—
|
%
|
|
0.97
|
%
|
|
0.82
|
%
|
|
|
As of September 29, 2012
|
|
As of October 1, 2011
|
|
As of October 2, 2010
|
||||||||||||||||||
Change in Plan Assets
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Beginning fair value
|
|
$
|
18,809
|
|
|
$
|
26,087
|
|
|
$
|
19,216
|
|
|
$
|
26,771
|
|
|
$
|
20,164
|
|
|
$
|
17,315
|
|
Actual return
|
|
2,466
|
|
|
1,144
|
|
|
892
|
|
|
1,249
|
|
|
2,661
|
|
|
882
|
|
||||||
Employer contributions
|
|
1,600
|
|
|
295
|
|
|
824
|
|
|
294
|
|
|
670
|
|
|
11,327
|
|
||||||
Benefits paid
|
|
(2,432
|
)
|
|
(722
|
)
|
|
(2,123
|
)
|
|
(723
|
)
|
|
(4,279
|
)
|
|
(773
|
)
|
||||||
Actuarial loss
|
|
—
|
|
|
(463
|
)
|
|
—
|
|
|
(1,533
|
)
|
|
—
|
|
|
(871
|
)
|
||||||
Other (1)
|
|
—
|
|
|
(1,488
|
)
|
|
—
|
|
|
29
|
|
|
—
|
|
|
(1,109
|
)
|
||||||
Ending fair value
|
|
$
|
20,443
|
|
|
$
|
24,853
|
|
|
$
|
18,809
|
|
|
$
|
26,087
|
|
|
$
|
19,216
|
|
|
$
|
26,771
|
|
Over (under) Funded Status
|
|
$
|
(9,158
|
)
|
|
$
|
(10,318
|
)
|
|
$
|
(8,076
|
)
|
|
$
|
691
|
|
|
$
|
(8,086
|
)
|
|
$
|
(2,575
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||||
|
Level 1
|
|
Level 1
|
||||||||||||||
|
As of
|
|
As of
|
||||||||||||||
|
Target
|
|
September 29, 2012
|
|
October 1, 2011
|
|
Target
|
|
September 29, 2012
|
|
October 1, 2011
|
||||||
Equity securities
|
51
|
%
|
|
52.6
|
%
|
|
48.9
|
%
|
|
20
|
%
|
|
25.2
|
%
|
|
19.0
|
%
|
Debt securities
|
49
|
%
|
|
47.4
|
%
|
|
51.1
|
%
|
|
80
|
%
|
|
73.4
|
%
|
|
80.7
|
%
|
Cash
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.4
|
%
|
|
0.3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
As of September 29, 2012
|
|
As of October 1, 2011
|
|
As of October 2, 2010
|
||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Over (under) Funded Status at Year End
|
|
$
|
(9,158
|
)
|
|
$
|
(10,318
|
)
|
|
$
|
(8,076
|
)
|
|
$
|
691
|
|
|
$
|
(8,086
|
)
|
|
$
|
(2,575
|
)
|
Unrecognized transition obligation
|
|
—
|
|
|
55
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
106
|
|
||||||
Unrecognized net actuarial (gain) loss
|
|
10,674
|
|
|
8,631
|
|
|
9,822
|
|
|
(1,706
|
)
|
|
10,427
|
|
|
2,647
|
|
||||||
Net amount recognized in Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Sheet
|
|
$
|
1,516
|
|
|
$
|
(1,632
|
)
|
|
$
|
1,746
|
|
|
$
|
(939
|
)
|
|
$
|
2,341
|
|
|
$
|
178
|
|
Components of Net Amount Recognized in Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
|
$
|
—
|
|
|
|
|
|
$
|
—
|
|
|
$
|
4,412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Current liabilities
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
(263
|
)
|
||||||
Non-current liabilities
|
|
(9,158
|
)
|
|
(9,923
|
)
|
|
(8,076
|
)
|
|
(3,435
|
)
|
|
(8,086
|
)
|
|
(2,312
|
)
|
||||||
Accumulated other comprehensive income
|
|
10,674
|
|
|
8,686
|
|
|
9,822
|
|
|
(1,630
|
)
|
|
10,427
|
|
|
2,753
|
|
||||||
Net asset (liability) recognized in
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Balance Sheet
|
|
$
|
1,516
|
|
|
$
|
(1,632
|
)
|
|
$
|
1,746
|
|
|
$
|
(939
|
)
|
|
$
|
2,341
|
|
|
$
|
178
|
|
|
U.S.
|
|
Non-U.S.
|
||||
Amortization of actuarial loss
|
$
|
1,071
|
|
|
$
|
328
|
|
Amortization of transition obligation
|
—
|
|
|
23
|
|
||
Total
|
$
|
1,071
|
|
|
$
|
351
|
|
|
|
As of September 29, 2012
|
|
As of October 1, 2011
|
|
As of October 2, 2010
|
||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
666
|
|
|
$
|
—
|
|
|
$
|
599
|
|
|
$
|
—
|
|
|
$
|
396
|
|
Interest cost
|
|
1,027
|
|
|
1,388
|
|
|
1,050
|
|
|
1,382
|
|
|
1,364
|
|
|
1,213
|
|
||||||
Return on plan assets
|
|
(784
|
)
|
|
(1,145
|
)
|
|
(1,162
|
)
|
|
(1,249
|
)
|
|
(1,244
|
)
|
|
(882
|
)
|
||||||
Settlement charge
|
|
635
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
1,382
|
|
|
(1,041
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) or loss
|
|
951
|
|
|
26
|
|
|
1,000
|
|
|
78
|
|
|
1,201
|
|
|
(190
|
)
|
||||||
Transition obligation
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
24
|
|
||||||
Net periodic benefit cost
|
|
$
|
1,829
|
|
|
$
|
958
|
|
|
$
|
1,420
|
|
|
$
|
833
|
|
|
$
|
2,703
|
|
|
$
|
(480
|
)
|
|
U.S. Pensions
|
|
Non-U.S. Pensions
|
||||||||
|
As of
|
|
As of
|
||||||||
|
September 29,
2012 |
|
October 1,
2011 |
|
September 29,
2012 |
|
October 1,
2011 |
||||
Discount rate
|
4.00
|
%
|
|
4.00
|
%
|
|
5.80
|
%
|
|
4.64
|
%
|
Expected return on plan assets
|
4.25
|
%
|
|
6.25
|
%
|
|
4.80
|
%
|
|
4.70
|
%
|
Rate of compensation increases
|
—
|
%
|
|
—
|
%
|
|
0.82
|
%
|
|
0.38
|
%
|
|
Pension Benefits
|
||
|
(In thousands)
|
||
2013
|
$
|
6,950
|
|
2014
|
$
|
4,010
|
|
2015
|
$
|
3,897
|
|
2016
|
$
|
3,762
|
|
2017
|
$
|
3,646
|
|
Years 2018 through 2021
|
$
|
18,975
|
|
1)
|
Integrated Manufacturing Solutions (IMS), which is a single operating segment consisting of printed circuit board assembly and test, optical and RF (Radio Frequency) modules, final system assembly and test, and direct order fulfillment.
|
2)
|
Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabrication and backplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products, which includes memory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospace industry and storage products from Newisys; and Services, which includes design, engineering, logistics and repair services.
|
|
Year Ended
|
||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
||||||
|
(In thousands)
|
||||||||||
Gross sales:
|
|
|
|
|
|
||||||
IMS
|
$
|
4,975,156
|
|
|
$
|
5,349,225
|
|
|
$
|
5,021,818
|
|
CPS
|
1,259,052
|
|
|
1,405,833
|
|
|
1,431,533
|
|
|||
Intersegment revenue
|
(140,874
|
)
|
|
(152,647
|
)
|
|
(134,660
|
)
|
|||
Net Sales
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
|
|
|
|
|
|
||||||
Gross Profit:
|
|
|
|
|
|
||||||
IMS
|
$
|
327,094
|
|
|
$
|
374,763
|
|
|
$
|
377,099
|
|
CPS
|
113,621
|
|
|
137,854
|
|
|
115,350
|
|
|||
Total
|
440,715
|
|
|
512,617
|
|
|
492,449
|
|
|||
Unallocated items (1)
|
(4,933
|
)
|
|
(2,266
|
)
|
|
(9,459
|
)
|
|||
Total
|
$
|
435,782
|
|
|
$
|
510,351
|
|
|
$
|
482,990
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
IMS
|
$
|
54,815
|
|
|
$
|
57,229
|
|
|
$
|
48,309
|
|
CPS
|
35,537
|
|
|
34,220
|
|
|
31,684
|
|
|||
Total
|
90,352
|
|
|
91,449
|
|
|
79,993
|
|
|||
Unallocated corporate items (2)
|
9,125
|
|
|
13,122
|
|
|
9,580
|
|
|||
Total
|
$
|
99,477
|
|
|
$
|
104,571
|
|
|
$
|
89,573
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
IMS
|
$
|
39,962
|
|
|
$
|
57,478
|
|
|
$
|
68,449
|
|
CPS
|
40,150
|
|
|
36,844
|
|
|
29,578
|
|
|||
Total
|
80,112
|
|
|
94,322
|
|
|
98,027
|
|
|||
Unallocated corporate items (2)
|
1,787
|
|
|
3,751
|
|
|
6,214
|
|
|||
Total
|
$
|
81,899
|
|
|
$
|
98,073
|
|
|
$
|
104,241
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Long-lived assets (including assets held for sale):
|
|
|
|
||||
IMS
|
$
|
330,585
|
|
|
$
|
327,783
|
|
CPS
|
194,646
|
|
|
189,414
|
|
||
Total
|
525,231
|
|
|
517,197
|
|
||
Unallocated corporate items (1)
|
54,346
|
|
|
84,825
|
|
||
Total
|
$
|
579,577
|
|
|
$
|
602,022
|
|
|
Year Ended
|
||||||||||
|
September 29, 2012
|
|
October 1, 2011
|
|
October 2, 2010
|
||||||
|
(In thousands)
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,106,446
|
|
|
$
|
1,199,077
|
|
|
$
|
1,324,856
|
|
Mexico
|
1,296,690
|
|
|
1,273,583
|
|
|
1,259,230
|
|
|||
China
|
1,667,095
|
|
|
1,792,933
|
|
|
1,805,395
|
|
|||
Other international
|
2,023,103
|
|
|
2,336,818
|
|
|
1,929,210
|
|
|||
Total
|
$
|
6,093,334
|
|
|
$
|
6,602,411
|
|
|
$
|
6,318,691
|
|
|
|
|
|
|
|
||||||
Percentage of net sales represented by ten largest customers
|
49.7
|
%
|
|
49.9
|
%
|
|
49.9
|
%
|
|||
Number of customers representing 10 % or more of net sales
|
1
|
|
|
1
|
|
|
1
|
|
|
As of
|
||||||
|
September 29,
2012 |
|
October 1,
2011 |
||||
|
(In thousands)
|
||||||
Long-lived assets (including assets held for sale):
|
|
|
|
||||
Domestic
|
$
|
163,443
|
|
|
$
|
170,264
|
|
Mexico
|
119,032
|
|
|
111,964
|
|
||
China
|
89,175
|
|
|
89,111
|
|
||
Other international
|
207,927
|
|
|
230,683
|
|
||
Total
|
$
|
579,577
|
|
|
$
|
602,022
|
|
|
(a)
|
(1)
|
Financial Statements.
The following financial statements are filed under Item 8 hereof as part of this report:
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
|
Financial Statements:
|
|
|
Consolidated Balance Sheets, As of September 29, 2012 and October 1, 2011
|
|
|
Consolidated Statements of Income, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010
|
|
|
Consolidated Statements of Comprehensive Income, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010
|
|
|
Consolidated Statements of Stockholders' Equity, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010
|
|
|
Consolidated Statements of Cash Flows, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
(2)
|
Financial Statement Schedules.
The following financial statement schedule of Sanmina Corporation is filed as part of this report on Form 10-K immediately after the signature pages hereto and should be read in conjunction with our Financial Statements included in this Item 15:
|
|
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
|
|
All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto.
|
|
|
(3)
|
Exhibits.
Refer to Item 15(b) immediately below.
|
(b)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1(1)
|
|
Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.
|
3.2(2)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.
|
3.3(3)
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001.
|
3.4(4)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.
|
3.5(5)
|
|
Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008.
|
3.6(6)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.
|
3.7
|
|
Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware and effective November 15, 2012 (filed herewith).
|
4.1
|
|
(removed and reserved)
|
4.2(7)
|
|
(removed and reserved)
|
4.3(8)
|
|
(removed and reserved)
|
4.4(9)
|
|
(removed and reserved)
|
4.5
|
|
(removed and reserved)
|
4.6(10)
|
|
(removed and reserved)
|
4.7(11)
|
|
(removed and reserved)
|
4.8(12)
|
|
Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder and U.S. Bank National Association, as trustee.
|
4.9(13)
|
|
First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.
|
4.10(14)
|
|
Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Association as trustee, relating to the Senior Floating Rate Notes due 2014.
|
4.11(15)
|
|
Indenture, dated as of May 10, 2011, among Sanmina-SCI Corporation, certain subsidiaries of Sanmina-SCI Corporation, as guarantors, and U.S. Bank National Association, as trustee.
|
4.12(15)
|
|
Form of Note for Sanmina-SCI Corporation's 7% Senior Notes due 2019.
|
4.13(15)
|
|
Third Supplemental Indenture, dated as of May 10, 2011, by and between Sanmina- SCI Corporation and U.S. Bank National Association, as trustee.
|
10.1
|
|
(removed and reserved)
|
10.2(16)(17)
|
|
1999 Stock Plan.
|
10.3(18)
|
|
Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001.
|
10.4(19)
|
|
1995 Director Option Plan.
|
10.5
|
|
(removed and reserved)
|
10.6
|
|
(removed and reserved)
|
10.7
|
|
(removed and reserved)
|
10.8(20)
|
|
SCI Systems, Inc. 2000 Stock Incentive Plan.
|
10.9(21)
|
|
SCI Systems, Inc. Board of Directors Deferred Compensation Plan.
|
10.10(22)
|
|
Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation.
|
10.11(23)(17)
|
|
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.
|
10.12(24)
|
|
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden).
|
10.13(25)
|
|
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland).
|
10.14(26)(17)
|
|
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.
|
10.15(27)
|
|
2003 Employee Stock Purchase Plan.
|
10.16(28)
|
|
Randy Furr separation agreement.
|
10.17(29)(17)
|
|
Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler.
|
10.18(30)
|
|
Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc.
|
10.19(31)
|
|
Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008.
|
10.20(32)
|
|
Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V.
|
10.21(33)(17)
|
|
Revised form of Officer and Director Indemnification Agreement.
|
10.22(34)
|
|
Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as Designated Canadian Guarantors, the financial institutions party thereto from time to time as its subsidiaries as borrowers, Sanmina-SCI Systems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders.
|
10.23(35)(17)
|
|
2009 Incentive Plan, as amended on March 12, 2012.
|
10.24(36)
|
|
Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent.
|
10.25(37)(17)
|
|
Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009.
|
10.27
|
|
(removed and reserved)
|
10.28(38)(17)
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan.
|
10.29(39)(17)
|
|
Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan.
|
10.30(40)(17)
|
|
Form of Restricted Stock Agreement for use under the 2009 Incentive Plan.
|
10.31(41)(17)
|
|
Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau.
|
10.32(42)(17)
|
|
Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007.
|
10.33(43)(17)
|
|
Form of Change of Control Severance Benefit Agreement.
|
10.34(44)
|
|
Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.
|
10.35(45)
|
|
Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement dated November 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lenders under the Loan and Security Agreement.
|
10.36(46)(17)
|
|
Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010.
|
10.37 (47)(17)
|
|
Description of Calendar 2012 Non-Employee Director Compensation Arrangements (filed herewith).
|
10.38(47)
|
|
Amendment No. 2 dated as of December 20, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.
|
10.39(48)
|
|
Agreement and Release between the Company and Hari Pillai dated May 5, 2011.
|
10.40(49)
|
|
Purchase Agreement among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc., Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated dated April 26, 2011.
|
10.41
|
|
(removed and reserved)
|
10.42(50)
|
|
Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agent for such lenders.
|
10.43
|
|
Amendment No. 1 dated as of July 12, 2012 to Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agent for such lenders (filed herewith).
|
10.44
|
|
Loan Agreement between the Registrant and Union Bank N.A. dated July 19, 2012 (filed herewith).
|
14.1
|
|
Code of Business Conduct and Ethics of the Registrant (filed herewith).
|
21.1
|
|
Subsidiaries of the Registrant (filed herewith).
|
23.1
|
|
Consent of KPMG LLP, independent registered public accounting firm (filed herewith).
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.1(51)
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
32.2(51)
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
101.INS (52)
|
|
XBRL Instance Document
|
|
|
|
101.SCH (52)
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL (52)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF (52)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB (52)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE (52)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1
|
)
|
|
Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996.
|
(2
|
)
|
|
Incorporated by reference to Exhibit 3.1(a) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001.
|
(3
|
)
|
|
Incorporated by reference to Exhibit 3.1.2 to the Registrant's Registration Statement on Form S-4, filed with the SEC on August 10, 2001.
|
(4
|
)
|
|
Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001.
|
(5
|
)
|
|
Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, filed with the SEC on December 5, 2008.
|
(6
|
)
|
|
Incorporated by reference to Exhibit 3.6 to Registrant's Current Report on Form 8-K, filed with the SEC on August 19, 2009.
|
(7
|
)
|
|
(removed and reserved)
|
(8
|
)
|
|
(removed and reserved)
|
(9
|
)
|
|
(removed and reserved)
|
(10
|
)
|
|
(removed and reserved)
|
(11
|
)
|
|
(removed and reserved)
|
(12
|
)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on February 17, 2006.
|
(13
|
)
|
|
Incorporated by reference to Exhibit 4.14.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007.
|
(14
|
)
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on June 13, 2007.
|
(15
|
)
|
|
Incorporated by reference from exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on May 10, 2011.
|
(16
|
)
|
|
Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on May 25, 1999.
|
(17
|
)
|
|
Compensatory plan in which an executive officer or director participates.
|
(18
|
)
|
|
Incorporated by reference to Exhibit 10.29.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(19
|
)
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997.
|
(20
|
)
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.
|
(21
|
)
|
|
Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.
|
(22
|
)
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993.
|
(23
|
)
|
|
Incorporated by reference to Exhibit 10.75 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(24
|
)
|
|
Incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(25
|
)
|
|
Incorporated by reference to Exhibit 10.50.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(26
|
)
|
|
Incorporated by reference to Exhibit 10.74 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(27
|
)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the SEC on April 23, 2003.
|
(28
|
)
|
|
Incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005.
|
(29
|
)
|
|
Incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed with the SEC on November 28, 2007.
|
(30
|
)
|
|
Incorporated by reference to Exhibit 10.64 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008.
|
(31
|
)
|
|
Incorporated by reference to Exhibit 10.71 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(32
|
)
|
|
Incorporated by reference to Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008
|
(33
|
)
|
|
Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(34
|
)
|
|
Incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the SEC on May 1, 2012.
|
(35
|
)
|
|
Incorporated by reference to Exhibit 10.37 of the Registrant's Registration Statement on Form S-8, filed with the SEC on February 9, 2011.
|
(36
|
)
|
|
Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filed with the SEC on February 2, 2009.
|
(37
|
)
|
|
Incorporated by reference to Exhibit 10.40 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009.
|
(38
|
)
|
|
Incorporated by reference to Exhibit 10.43 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(39
|
)
|
|
Incorporated by reference to Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(40
|
)
|
|
Incorporated by reference to Exhibit 10.45 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(41
|
)
|
|
Incorporated by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with the SEC on December 1, 2009.
|
(42
|
)
|
|
Incorporated by reference to Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with the SEC on December 1, 2009.
|
(43
|
)
|
|
Incorporated by reference to Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010, filed with the SEC on February 5, 2010.
|
(44
|
)
|
|
Incorporated by reference to Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with the SEC on April 30, 2010.
|
(45
|
)
|
|
Incorporated by reference to Exhibit 10.50 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with the SEC on April 30, 2010.
|
(46
|
)
|
|
Incorporated by reference to Exhibit 10.51 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010, filed with the SEC on August 5, 2010.
|
(47
|
)
|
|
Incorporated by reference to the same number exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2011, filed with the SEC on February 8, 2011.
|
(48
|
)
|
|
Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with the SEC on August 1, 2011.
|
(49
|
)
|
|
Incorporated by reference to Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with the SEC on August 1, 2011.
|
(50
|
)
|
|
Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the SEC on May 1, 2012.
|
(51
|
)
|
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
(52
|
)
|
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these Sections.
|
|
Sanmina Corporation
(Registrant)
|
|
|
By:
|
/s/ JURE SOLA
|
|
|
Jure Sola
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ JURE SOLA
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
November 20, 2012
|
Jure Sola
|
|
|
|
|
|
/s/ ROBERT K. EULAU
|
Chief Financial Officer
(Principal Financial Officer)
|
November 20, 2012
|
Robert K. Eulau
|
|
|
|
|
|
/s/ TODD SCHULL
|
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
|
November 20, 2012
|
Todd Schull
|
|
|
|
|
|
/s/ NEIL BONKE
|
Director
|
November 16, 2012
|
Neil Bonke
|
|
|
|
|
|
/s/ JOHN P. GOLDSBERRY
|
Director
|
November 16, 2012
|
John P. Goldsberry
|
|
|
|
|
|
/s/ JOSEPH LICATA
|
Director
|
November 16, 2012
|
Joseph Licata
|
|
|
|
|
|
/s/ JEAN MANAS
|
Director
|
November 16, 2012
|
Jean Manas
|
|
|
|
|
|
/s/ MARIO M. ROSATI
|
Director
|
November 20, 2012
|
Mario M. Rosati
|
|
|
|
|
|
/s/ A. EUGENE SAPP, JR.
|
Director
|
November 16, 2012
|
A. Eugene Sapp, Jr.
|
|
|
|
|
|
/s/ WAYNE SHORTRIDGE
|
Director
|
November 16, 2012
|
Wayne Shortridge
|
|
|
|
|
|
/s/ JACKIE M. WARD
|
Director
|
November 20, 2012
|
Jackie M. Ward
|
|
|
|
Balance at Beginning of Period
|
|
Charged (Credited) to Operations
|
|
Charges Utilized
|
|
Balance at End of Period
|
||||||||
|
(In thousands)
|
||||||||||||||
Allowances for Doubtful Accounts, Product Returns and Other Net Sales adjustments
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended October 2, 2010
|
$
|
13,422
|
|
|
$
|
3,571
|
|
|
$
|
(241
|
)
|
|
$
|
16,752
|
|
Fiscal year ended October 1, 2011
|
$
|
16,752
|
|
|
$
|
(1,187
|
)
|
|
$
|
(1,028
|
)
|
|
$
|
14,537
|
|
Fiscal year ended September 29, 2012
|
$
|
14,537
|
|
|
$
|
(826
|
)
|
|
$
|
(1,679
|
)
|
|
$
|
12,032
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1(1)
|
|
Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.
|
3.2(2)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.
|
3.3(3)
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001.
|
3.4(4)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.
|
3.5(5)
|
|
Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008.
|
3.6(6)
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.
|
3.7
|
|
Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware and effective November 15, 2012 (filed herewith).
|
4.1
|
|
(removed and reserved)
|
4.2(7)
|
|
(removed and reserved)
|
4.3(8)
|
|
(removed and reserved)
|
4.4(9)
|
|
(removed and reserved)
|
4.5
|
|
(removed and reserved)
|
4.6(10)
|
|
(removed and reserved)
|
4.7(11)
|
|
(removed and reserved)
|
4.8(12)
|
|
Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder and U.S. Bank National Association, as trustee.
|
4.9(13)
|
|
First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.
|
4.10(14)
|
|
Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Association as trustee, relating to the Senior Floating Rate Notes due 2014.
|
4.11(15)
|
|
Indenture, dated as of May 10, 2011, among Sanmina-SCI Corporation, certain subsidiaries of Sanmina-SCI Corporation, as guarantors, and U.S. Bank National Association, as trustee.
|
4.12(15)
|
|
Form of Note for Sanmina-SCI Corporation's 7% Senior Notes due 2019.
|
4.13(15)
|
|
Third Supplemental Indenture, dated as of May 10, 2011, by and between Sanmina-SCI Corporation and U.S. Bank National Association, as trustee.
|
10.1
|
|
(removed and reserved)
|
10.2(16)(17)
|
|
1999 Stock Plan.
|
10.3(18)
|
|
Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001.
|
10.4(19)
|
|
1995 Director Option Plan.
|
10.5
|
|
(removed and reserved)
|
10.6
|
|
(removed and reserved)
|
10.7
|
|
(removed and reserved)
|
10.8(20)
|
|
SCI Systems, Inc. 2000 Stock Incentive Plan.
|
10.9(21)
|
|
SCI Systems, Inc. Board of Directors Deferred Compensation Plan.
|
10.10(22)
|
|
Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation.
|
10.11(23)(17)
|
|
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.
|
10.12(24)
|
|
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden).
|
10.13(25)
|
|
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland).
|
10.14(26)(17)
|
|
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.
|
10.15(27)
|
|
2003 Employee Stock Purchase Plan.
|
10.16(28)
|
|
Randy Furr separation agreement.
|
10.17(29)(17)
|
|
Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler.
|
10.18(30)
|
|
Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc.
|
10.19(31)
|
|
Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008.
|
10.20(32)
|
|
Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V.
|
10.21(33)(17)
|
|
Revised form of Officer and Director Indemnification Agreement.
|
10.22(34)
|
|
Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as Designated Canadian Guarantors, the financial institutions party thereto from time to time as its subsidiaries as borrowers, Sanmina-SCI Systems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders.
|
10.23(35)(17)
|
|
2009 Incentive Plan, as amended on March 12, 2012.
|
10.24(36)
|
|
Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent.
|
10.25(37)(17)
|
|
Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009.
|
10.27
|
|
(removed and reserved)
|
10.28(38)(17)
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan.
|
10.29(39)(17)
|
|
Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan.
|
10.30(40)(17)
|
|
Form of Restricted Stock Agreement for use under the 2009 Incentive Plan.
|
10.31(41)(17)
|
|
Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau.
|
10.32(42)(17)
|
|
Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007.
|
10.33(43)(17)
|
|
Form of Change of Control Severance Benefit Agreement.
|
10.34(44)
|
|
Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.
|
10.35(45)
|
|
Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement dated November 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lenders under the Loan and Security Agreement.
|
10.36(46)(17)
|
|
Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010.
|
10.37 (47)(17)
|
|
Description of Calendar 2012 Non-Employee Director Compensation Arrangements (filed herewith).
|
10.38(47)
|
|
Amendment No. 2 dated as of December 20, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.
|
10.39(48)
|
|
Agreement and Release between the Company and Hari Pillai dated May 5, 2011.
|
10.40(49)
|
|
Purchase Agreement among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc., Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated dated April 26, 2011.
|
10.41
|
|
(removed and reserved)
|
10.42(50)
|
|
Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agent for such lenders.
|
10.43
|
|
Amendment No. 1 dated as of July 12, 2012 to Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agent for such lenders (filed herewith).
|
10.44
|
|
Loan Agreement between the Registrant and Union Bank N.A. dated July 19, 2012 (filed herewith).
|
14.1
|
|
Code of Business Conduct and Ethics of the Registrant (filed herewith).
|
21.1
|
|
Subsidiaries of the Registrant (filed herewith).
|
23.1
|
|
Consent of KPMG LLP, independent registered public accounting firm (filed herewith).
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.1(51)
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
(1
|
)
|
|
Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996.
|
(2
|
)
|
|
Incorporated by reference to Exhibit 3.1(a) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001.
|
(3
|
)
|
|
Incorporated by reference to Exhibit 3.1.2 to the Registrant's Registration Statement on Form S-4, filed with the SEC on August 10, 2001.
|
(4
|
)
|
|
Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001.
|
(5
|
)
|
|
Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, filed with the SEC on December 5, 2008.
|
(6
|
)
|
|
Incorporated by reference to Exhibit 3.6 to Registrant's Current Report on Form 8-K, filed with the SEC on August 19, 2009.
|
(7
|
)
|
|
(removed and reserved)
|
(8
|
)
|
|
(removed and reserved)
|
(9
|
)
|
|
(removed and reserved)
|
(10
|
)
|
|
(removed and reserved)
|
(11
|
)
|
|
(removed and reserved)
|
(12
|
)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on February 17, 2006.
|
(13
|
)
|
|
Incorporated by reference to Exhibit 4.14.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007.
|
(14
|
)
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on June 13, 2007.
|
(15
|
)
|
|
Incorporated by reference from exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on May 10, 2011.
|
(16
|
)
|
|
Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on May 25, 1999.
|
(17
|
)
|
|
Compensatory plan in which an executive officer or director participates.
|
(18
|
)
|
|
Incorporated by reference to Exhibit 10.29.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(19
|
)
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997.
|
(20
|
)
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.
|
(21
|
)
|
|
Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.
|
(22
|
)
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993.
|
(23
|
)
|
|
Incorporated by reference to Exhibit 10.75 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(24
|
)
|
|
Incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(25
|
)
|
|
Incorporated by reference to Exhibit 10.50.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002.
|
(26
|
)
|
|
Incorporated by reference to Exhibit 10.74 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(27
|
)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the SEC on April 23, 2003.
|
(28
|
)
|
|
Incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005.
|
(29
|
)
|
|
Incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed with the SEC on November 28, 2007.
|
(30
|
)
|
|
Incorporated by reference to Exhibit 10.64 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008.
|
(31
|
)
|
|
Incorporated by reference to Exhibit 10.71 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(32
|
)
|
|
Incorporated by reference to Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008
|
(33
|
)
|
|
Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008.
|
(34
|
)
|
|
Incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the SEC on May 1, 2012.
|
(35
|
)
|
|
Incorporated by reference to Exhibit 10.37 of the Registrant's Registration Statement on Form S-8, filed with the SEC on February 9, 2011.
|
(36
|
)
|
|
Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filed with the SEC on February 2, 2009.
|
(37
|
)
|
|
Incorporated by reference to Exhibit 10.40 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009.
|
(38
|
)
|
|
Incorporated by reference to Exhibit 10.43 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(39
|
)
|
|
Incorporated by reference to Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(40
|
)
|
|
Incorporated by reference to Exhibit 10.45 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009
|
(41
|
)
|
|
Incorporated by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with the SEC on December 1, 2009.
|
(42
|
)
|
|
Incorporated by reference to Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with the SEC on December 1, 2009.
|
(43
|
)
|
|
Incorporated by reference to Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010, filed with the SEC on February 5, 2010.
|
(44
|
)
|
|
Incorporated by reference to Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with the SEC on April 30, 2010.
|
(45
|
)
|
|
Incorporated by reference to Exhibit 10.50 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with the SEC on April 30, 2010.
|
(46
|
)
|
|
Incorporated by reference to Exhibit 10.51 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010, filed with the SEC on August 5, 2010.
|
(47
|
)
|
|
Incorporated by reference to the same number exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2011, filed with the SEC on February 8, 2011.
|
(48
|
)
|
|
Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with the SEC on August 1, 2011.
|
(49
|
)
|
|
Incorporated by reference to Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with the SEC on August 1, 2011.
|
(50
|
)
|
|
Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the SEC on May 1, 2012.
|
(51
|
)
|
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
(52
|
)
|
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these Sections.
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