(Mark
one)
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the quarterly period ended March 28, 2009
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the transition period
from to .
|
|
Commission
File Number 0-21272
|
Delaware
|
77-0228183
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
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
o
|
Smaller
reporting company
o
|
(Do
not check if a smaller
reporting
company)
|
Page
|
||
PART I.
FINANCIAL INFORMATION
|
||
Item
1.
|
Interim
Financial Statements (Unaudited)
|
|
Condensed
Consolidated Balance Sheets
|
3
|
|
Condensed
Consolidated Statements of Operations
|
4
|
|
Condensed
Consolidated Statements of Cash Flows
|
5
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
22
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
31
|
Item
4.
|
Controls
and Procedures
|
32
|
PART II.
OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
32
|
Item
1A.
|
Risk
Factors Affecting Operating Results
|
33
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
37
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
38
|
Item
6.
|
Exhibits
|
39
|
Signatures
|
40
|
As of
|
||||||||
March 28,
|
September 27,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
851,497
|
$
|
869,801
|
||||
Accounts
receivable, net of allowances of $13,654 and $14,934 at March 28,
2009 and September 27, 2008, respectively
|
710,087
|
986,312
|
||||||
Inventories
|
706,024
|
813,359
|
||||||
Prepaid
expenses and other current assets
|
69,743
|
100,399
|
||||||
Assets
held for sale
|
46,121
|
43,163
|
||||||
Total
current assets
|
2,383,472
|
2,813,034
|
||||||
Property,
plant and equipment, net
|
574,692
|
599,908
|
||||||
Other
|
132,321
|
117,785
|
||||||
Total
assets
|
$
|
3,090,485
|
$
|
3,530,727
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
679,484
|
$
|
908,151
|
||||
Accrued
liabilities
|
149,611
|
191,022
|
||||||
Accrued
payroll and related benefits
|
98,389
|
139,522
|
||||||
Total
current liabilities
|
927,484
|
1,238,695
|
||||||
Long-term
liabilities:
|
||||||||
Long-term
debt
|
1,451,623
|
1,481,985
|
||||||
Other
|
99,339
|
114,089
|
||||||
Total
long-term liabilities
|
1,550,962
|
1,596,074
|
||||||
Commitments
and contingencies (Note 8)
|
||||||||
Stockholders’
equity
|
612,039
|
695,958
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
3,090,485
|
$
|
3,530,727
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In thousands, except per share data)
|
||||||||||||||||
Net
sales
|
$
|
1,195,107
|
$
|
1,817,431
|
$
|
2,614,371
|
$
|
3,595,571
|
||||||||
Cost
of sales
|
1,126,517
|
1,692,786
|
2,461,983
|
3,341,997
|
||||||||||||
Gross
profit
|
68,590
|
124,645
|
152,388
|
253,574
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative
|
57,055
|
79,336
|
120,042
|
168,414
|
||||||||||||
Research
and development
|
4,720
|
4,253
|
8,912
|
8,859
|
||||||||||||
Amortization
of intangible assets
|
1,023
|
1,650
|
2,673
|
3,300
|
||||||||||||
Restructuring
costs
|
15,574
|
48,019
|
24,809
|
54,798
|
||||||||||||
Asset
impairment
|
3,384
|
—
|
7,182
|
—
|
||||||||||||
Total
operating expenses
|
81,756
|
133,258
|
163,618
|
235,371
|
||||||||||||
Operating
income (loss)
|
(13,166
|
)
|
(8,613
|
)
|
(11,230
|
)
|
18,203
|
|||||||||
Interest
income
|
1,829
|
5,229
|
5,279
|
11,446
|
||||||||||||
Interest
expense
|
(28,112
|
)
|
(31,611
|
)
|
(57,295
|
)
|
(66,974
|
)
|
||||||||
Other
income (expense), net
|
4,923
|
4,272
|
5,476
|
(368
|
)
|
|||||||||||
Interest
and other expense, net
|
(21,360)
|
(22,110
|
)
|
(46,540
|
)
|
(55,896
|
)
|
|||||||||
Loss
from continuing operations before income taxes
|
(34,526
|
)
|
(30,723
|
)
|
(57,770
|
)
|
(37,693
|
)
|
||||||||
Provision
for income taxes
|
3,012
|
9,214
|
5,041
|
11,697
|
||||||||||||
Net
loss from continuing operations
|
(37,538
|
)
|
(39,937
|
)
|
(62,811
|
)
|
(49,390
|
)
|
||||||||
Income
from discontinued operations, net of tax
|
—
|
15,523
|
—
|
32,892
|
||||||||||||
Net
loss
|
$
|
(37,538
|
)
|
$
|
(24,414
|
)
|
$
|
(62,811
|
)
|
$
|
(16,498
|
)
|
||||
Basic
and diluted income (loss) per share from:
|
||||||||||||||||
Continuing
operations
|
$
|
(0.07
|
)
|
$
|
(0.08
|
)
|
$
|
(0.12
|
)
|
$
|
(0.09
|
)
|
||||
Discontinued
operations
|
$
|
—
|
$
|
0.03
|
$
|
—
|
$
|
0.06
|
||||||||
Net
loss
|
$
|
(0.07
|
)
|
$
|
(0.05
|
)
|
$
|
(0.12
|
)
|
$
|
(0.03
|
)
|
||||
Weighted
average shares used in computing per share amounts
|
500,718
|
530,747
|
512,459
|
530,200
|
Six Months Ended
|
||||||||
March
28,
2009
|
March 29,
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
CASH
FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$
|
(62,811
|
)
|
$
|
(16,498
|
)
|
||
Adjustments
to reconcile net income to cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
44,781
|
52,045
|
||||||
Stock-based
compensation expense
|
8,488
|
7,285
|
||||||
Non-cash
restructuring costs
|
1,770
|
1,910
|
||||||
Provision
for doubtful accounts, product returns and other net sales
adjustments
|
(1,141
|
)
|
921
|
|||||
Deferred
income taxes
|
2,899
|
(3,281
|
)
|
|||||
Impairment
of assets and long-term investments
|
8,182
|
—
|
||||||
(Gain)/loss
on extinguishment of debt
|
(13,490
|
)
|
2,237
|
|||||
Other,
net
|
(585
|
)
|
(186
|
)
|
||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
266,942
|
821
|
||||||
Inventories
|
96,996
|
55,991
|
||||||
Prepaid
expenses and other assets
|
25,805
|
255
|
||||||
Accounts
payable
|
(209,319
|
)
|
(44,394
|
)
|
||||
Accrued
liabilities and other long-term liabilities
|
(82,320
|
)
|
18,521
|
|||||
Cash
provided by operating activities
|
86,197
|
75,627
|
||||||
CASH
FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
||||||||
Purchases
of long-term investments
|
(200
|
)
|
—
|
|||||
Net
proceeds from maturities of short-term investments
|
—
|
10,906
|
||||||
Purchases
of property, plant and equipment
|
(44,691
|
)
|
(73,419
|
)
|
||||
Proceeds
from sales of property, plant and equipment
|
588
|
26,939
|
||||||
Cash
paid for businesses acquired, net of cash acquired
|
—
|
(4,264
|
)
|
|||||
Cash
used in investing activities
|
(44,303
|
)
|
(39,838
|
)
|
||||
CASH
FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
||||||||
Change
in restricted cash
|
(25,380
|
)
|
—
|
|||||
Repayments
of long-term debt
|
(19,597
|
)
|
(120,000
|
)
|
||||
Repurchases
of common stock
|
(19,196
|
)
|
—
|
|||||
Cash
used in financing activities
|
(64,173
|
)
|
(120,000
|
)
|
||||
Effect
of exchange rate changes
|
3,975
|
11,337
|
||||||
Decrease
in cash and cash equivalents
|
(18,304
|
)
|
(72,874
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
869,801
|
933,424
|
||||||
Cash
and cash equivalents at end of period
|
$
|
851,497
|
$
|
860,550
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$
|
53,724
|
$
|
63,474
|
||||
Income
taxes (excludes refunds of $1.8 million and $2.8 million for the six
months ended March 28, 2009 and March 29, 2008,
respectively)
|
$
|
16,575
|
$
|
15,342
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands) | ||||||||||||||||
Cost
of sales
|
$
|
2,000
|
$
|
1,581
|
$
|
3,865
|
$
|
3,281
|
||||||||
Selling,
general & administrative
|
2,237
|
2,077
|
4,449
|
3,557
|
||||||||||||
Research
and development
|
89
|
80
|
174
|
177
|
||||||||||||
Continuing
operations
|
4,326
|
3,738
|
8,488
|
7,015
|
||||||||||||
Discontinued
operations
|
—
|
140
|
—
|
270
|
||||||||||||
Total
|
$
|
4,326
|
$
|
3,878
|
$
|
8,488
|
$
|
7,285
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands) | ||||||||||||||||
Stock
options
|
$
|
2,482
|
$
|
2,027
|
$
|
4,949
|
$
|
3,954
|
||||||||
Restricted
stock awards
|
43
|
209
|
227
|
57
|
||||||||||||
Restricted
stock units
|
1,801
|
1,502
|
3,312
|
3,004
|
||||||||||||
Continuing
operations
|
4,326
|
3,738
|
8,488
|
7,015
|
||||||||||||
Discontinued
operations
|
—
|
140
|
—
|
270
|
||||||||||||
Total
|
$
|
4,326
|
$
|
3,878
|
$
|
8,488
|
$
|
7,285
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
Volatility
|
73.0 | % | 60.2 | % | 78.5 | % | 59.1 | % | ||||||||
Risk-free
interest rate
|
1.65 | % | 2.91 | % | 2.16 | % | 3.39 | % | ||||||||
Dividend
yield
|
0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Expected
life of options
|
5.0
years
|
5.0
years
|
5.0
years
|
5.0
years
|
Number of
Shares
|
Weighted- Average
Exercise Price
|
Weighted- Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value of
In-The-Money
Options
|
|||||||||||||
($)
|
(Years)
|
($)
|
||||||||||||||
Outstanding,
September 27, 2008
|
46,259,242 | 5.14 | 7.31 | 1,116,547 | ||||||||||||
Granted
|
6,824,000 | 0.49 | ||||||||||||||
Cancelled/Forfeited/Expired
|
(4,598,158 | ) | 9.42 | |||||||||||||
Outstanding,
December 27, 2008
|
48,485,084 | 4.08 | 7.80 | — | ||||||||||||
Exercisable,
December 27, 2008
|
19,602,568 | 6.86 | 6.15 | — | ||||||||||||
Granted
|
5,710,950 | 0.30 | ||||||||||||||
Cancelled/Forfeited/Expired
|
(2,494,241 | ) | 3.00 | |||||||||||||
Outstanding,
March 28, 2009
|
51,701,793 | 3.71 | 7.78 | 399,344 | ||||||||||||
Vested
and expected to vest, March 28, 2009
|
45,053,238 | 3.98 | 7.62 | 313,984 | ||||||||||||
Exercisable,
March 28, 2009
|
20,633,779 | 6.46 | 6.12 | — |
Number of
Shares
|
Weighted-
Grant Date
Fair Value
|
Weighted-
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
|||||||||||||
($)
|
(Years)
|
($)
|
||||||||||||||
Non-vested
restricted stock units at September 27, 2008
|
4,826,490 | 3.53 | 1.15 | 7,915,444 | ||||||||||||
Vested
|
(40,000 | ) | 1.63 | |||||||||||||
Cancelled
|
(78,000 | ) | 3.72 | |||||||||||||
Non-vested
restricted stock units at December 27, 2008
|
4,708,490 | 3.55 | 0.91 | 2,265,835 | ||||||||||||
Granted
|
1,565,520 | 0.30 | ||||||||||||||
Vested
|
(1,265,841 | ) | 2.97 | |||||||||||||
Cancelled
|
(413,083 | ) | 2.57 | |||||||||||||
Non-vested
restricted stock units at March 28, 2009
|
4,595,086 | 2.68 | 0.89 | 1,700,182 | ||||||||||||
Non-vested
restricted stock units expected to vest at March 28,
2009
|
3,538,216 | 2.68 | 0.89 | 1,309,140 |
As
of
|
||||||||
March
28,
2009
|
September 27,
2008
|
|||||||
(In thousands)
|
||||||||
Raw
materials
|
$
|
510,735
|
$
|
591,119
|
||||
Work-in-process
|
91,936
|
106,784
|
||||||
Finished
goods
|
103,353
|
115,456
|
||||||
Total
|
$
|
706,024
|
$
|
813,359
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Net
loss
|
$
|
(37,538
|
)
|
$
|
(24,414
|
)
|
$
|
(62,811
|
)
|
$
|
(16,498
|
)
|
||||
Other
comprehensive income (loss):
|
||||||||||||||||
Foreign
currency translation adjustments
|
(775
|
)
|
8,390
|
(7,514
|
)
|
14,961
|
||||||||||
Unrealized
holding gains (losses) on derivative financial instruments
|
15,389
|
(13,420
|
)
|
(13,798
|
)
|
(23,419
|
)
|
|||||||||
Minimum
pension liability
|
(462
|
)
|
(1,431
|
)
|
(1,554
|
)
|
(1,460
|
)
|
||||||||
Comprehensive
loss
|
$
|
(23,386
|
)
|
$
|
(30,875
|
)
|
$
|
(85,677
|
)
|
$
|
(26,416
|
)
|
As of
|
||||||||
March
28,
2009
|
September 27,
2008
|
|||||||
(In thousands)
|
||||||||
Foreign
currency translation adjustments
|
$
|
74,329
|
$
|
81,843
|
||||
Unrealized
holding losses on derivative financial instruments
|
(36,605
|
)
|
(22,807
|
)
|
||||
Unrecognized
net actuarial loss and unrecognized transition cost related to pension
plans
|
(4,813
|
)
|
(3,259
|
)
|
||||
Total
|
$
|
32,911
|
$
|
55,777
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands, except per share data)
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Net
loss from continuing operations
|
$
|
(37,538
|
)
|
$
|
(39,937
|
)
|
$
|
(62,811
|
)
|
$
|
(49,390
|
)
|
||||
Income
from discontinued operations, net of tax
|
—
|
15,523
|
—
|
32,892
|
||||||||||||
Net
loss
|
$
|
(37,538
|
)
|
$
|
(24,414
|
)
|
$
|
(62,811
|
)
|
$
|
(16,498
|
)
|
||||
Denominator:
|
||||||||||||||||
Weighted
average number of shares—basic and diluted
|
500,718
|
530,747
|
512,459
|
530,200
|
||||||||||||
Basic
and diluted income (loss) per share from:
|
||||||||||||||||
—Continuing
operations
|
$
|
(0.07
|
)
|
$
|
(0.08
|
)
|
$
|
(0.12
|
)
|
$
|
(0.09
|
)
|
||||
—Discontinued
operations
|
$
|
—
|
$
|
0.03
|
$
|
—
|
$
|
0.06
|
||||||||
—Net
loss
|
$
|
(0.07
|
)
|
$
|
(0.05
|
)
|
$
|
(0.12
|
)
|
$
|
(0.03
|
)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
Dilutive
securities:
|
||||||||||||||||
Employee
stock options
|
49,869,669 | 44,609,718 | 46,994,959 | 43,853,721 | ||||||||||||
Restricted
stock awards and units
|
2,715,173 | 4,346,410 | 3,261,628 | 4,794,504 | ||||||||||||
Total
anti-dilutive shares
|
52,584,842 | 48,956,128 | 50,256,587 | 48,648,225 |
As of
|
||||||||
March
28,
2009
|
September 27,
2008
|
|||||||
(In thousands)
|
||||||||
$300
Million Senior Floating Rate Notes due 2010 (“2010 Notes”)
|
$
|
175,700
|
$
|
180,000
|
||||
$300
Million Senior Floating Rate Notes due 2014 (“2014 Notes”)
|
270,645
|
300,000
|
||||||
8.125%
Senior Subordinated Notes due 2016
|
600,000
|
600,000
|
||||||
6.75%
Senior Subordinated Notes due 2013 (“6.75% Notes”)
|
400,000
|
400,000
|
||||||
Unamortized
Interest Rate Swaps
|
5,278
|
1,985
|
||||||
Total
long-term debt
|
$
|
1,451,623
|
$
|
1,481,985
|
As of
|
||||||||
March
28,
2009
|
March
29,
2008
|
|||||||
(In thousands)
|
||||||||
Beginning
balance – end of prior year
|
$
|
18,974
|
$
|
23,094
|
||||
Additions
to accrual
|
6,237
|
10,567
|
||||||
Utilization
of accrual
|
(8,752
|
)
|
(10,673
|
)
|
||||
Ending
balance – current quarter
|
$
|
16,459
|
$
|
22,988
|
Employee
Termination
Severance
and
Related Benefits
|
Leases
and Facilities Shutdown and Consolidation Costs
|
|||||||||||
Cash
|
Cash
|
Total
|
||||||||||
(In
thousands)
|
||||||||||||
Balance
at September 27, 2008
|
$ | — | $ | — | $ | — | ||||||
Charges
to operations
|
7,009 | 482 | 7,491 | |||||||||
Charges
utilized
|
(2,229 | ) | (482 | ) | (2,711 | ) | ||||||
Balance
at December 27, 2008
|
4,780 | — | 4,780 | |||||||||
Charges
to operations
|
7,524 | 1,160 | 8,684 | |||||||||
Charges
utilized
|
(5,662 | ) | (1,160 | ) | (6,822 | ) | ||||||
Balance
at March 28, 2009
|
$ | 6,642 | $ | — | $ | 6,642 |
Employee
Termination
Severance
and
Related Benefits
|
Leases
and Facilities Shutdown and Consolidation Costs
|
Impairment
of
Assets or Redundant
Assets
|
||||||||||||||
Cash
|
Cash
|
Non-Cash
|
Total
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Balance
at September 30, 2006
|
$ | 21,349 | $ | 9,804 | $ | — | $ | 31,153 | ||||||||
Charges
(recovery) to operations
|
35,169 | 11,195 | (831 | ) | 45,533 | |||||||||||
Charges
recovered (utilized)
|
(47,873 | ) | (12,132 | ) | 831 | (59,174 | ) | |||||||||
Reversal
of accrual
|
(2,505 | ) | (441 | ) | — | (2,946 | ) | |||||||||
Balance
at September 29, 2007
|
6,140 | 8,426 | — | 14,566 | ||||||||||||
Charges
to operations
|
64,126 | 16,519 | 2,456 | 83,101 | ||||||||||||
Charges
utilized
|
(45,248 | ) | (19,765 | ) | (2,456 | ) | (67,469 | ) | ||||||||
Reversal
of accrual
|
(833 | ) | (892 | ) | — | (1,725 | ) | |||||||||
Balance
at September 27, 2008
|
24,185 | 4,288 | — | 28,473 | ||||||||||||
Discontinued
operations
|
5,607 | — | — | 5,607 | ||||||||||||
Balance
at September 27, 2008, including discontinued
operations
|
29,792 | 4,288 | — | 34,080 | ||||||||||||
Charges
to operations
|
3,222 | 1,989 | 644 | 5,855 | ||||||||||||
Charges
utilized
|
(11,651 | ) | (2,587 | ) | (644 | ) | (14,882 | ) | ||||||||
Reversal
of accrual
|
(4,067 | ) | (44 | ) | — | (4,111 | ) | |||||||||
Balance
at December 27, 2008
|
17,296 | 3,646 | — | 20,942 | ||||||||||||
Charges
to operations
|
2,953 | 2,905 | 1,121 | 6,979 | ||||||||||||
Charges
utilized
|
(11,299 | ) | (2,839 | ) | (1,121 | ) | (15,259 | ) | ||||||||
Reversal
of accrual
|
(89 | ) | — | — | (89 | ) | ||||||||||
Balance
at March 28, 2009
|
$ | 8,861 | $ | 3,712 | $ | — | $ | 12,573 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Net
sales:
|
||||||||||||||||
Domestic
|
$
|
329,780
|
$
|
581,755
|
$
|
717,618
|
$
|
1,161,322
|
||||||||
International
|
865,327
|
1,235,676
|
1,896,753
|
2,434,249
|
||||||||||||
Total
net sales
|
$
|
1,195,107
|
$
|
1,817,431
|
$
|
2,614,371
|
$
|
3,595,571
|
Operating
Income:
|
||||||||||||||||
Domestic
|
$
|
(30,830
|
)
|
$
|
2,276
|
$
|
(47,423
|
)
|
$
|
13,353
|
||||||
International
|
17,664
|
(10,889
|
)
|
36,193
|
4,850
|
|||||||||||
Total
operating income (loss)
|
$
|
(13,166
|
)
|
$
|
(8,613
|
)
|
$
|
(11,230
|
)
|
$
|
18,203
|
·
|
Money
market funds
|
·
|
Mutual
funds
|
·
|
Time
deposits
|
·
|
Corporate
bonds
|
·
|
Foreign
currency forward and option
contracts
|
·
|
Interest
rate swaps
|
Level
1:
|
Observable
inputs that reflect quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level
1 assets and liabilities consist of money market fund deposits, time
deposits and marketable debt and equity instruments.
|
|||
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:
|
Inputs
that are unobservable to the valuation methodology which are significant
to the measurement of the fair value of assets or
liabilities.
|
Presentation in the Condensed Consolidated Balance Sheet
|
|||||||||||||||||||||
Fair Value
Measurements Using
Level
1, Level 2 or Level 3
|
Cash and
cash
equivalents
|
Prepaid
expenses
and other
current
assets
|
Other
assets
|
Accrued
liabilities
|
Other
long-term
liabilities
|
||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||
Assets:
|
|||||||||||||||||||||
Money
Market Funds
|
Level
1
|
$ | 373,077 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Mutual
Funds
|
Level
2
|
— | — | 2,407 | — | — | |||||||||||||||
Time
Deposits
|
Level
1
|
88,105 | — | 14,095 | — | — | |||||||||||||||
Corporate
Bonds
|
Level
2
|
— | — | 2,532 | — | — | |||||||||||||||
Derivatives
designated as hedging instruments under FAS 133: Foreign Currency Forward
Contracts
|
Level
2
|
— | 6 | — | — | — | |||||||||||||||
Derivatives
not designated as hedging instruments under FAS 133: Foreign Currency
Forward Contracts
|
Level
2
|
— | 1,408 | — | — | — | |||||||||||||||
Total
assets measured at fair value
|
$ | 461,182 | $ | 1,414 | $ | 19,034 | $ | — | $ | — | |||||||||||
Liabilities:
|
|||||||||||||||||||||
Derivatives
designated as hedging instruments under FAS 133: Interest Rate
Swaps
|
Level
2
|
$ | — | $ | — | $ | — | $ | — | $ | (36,752 | ) | |||||||||
Derivatives
not designated as hedging instruments under FAS 133: Foreign Currency
Forward Contracts
|
Level
2
|
— | — | — | (17,628 | ) | — | ||||||||||||||
Total
liabilities measured at fair value
|
$ | — | $ | — | $ | — | $ | (17,628 | ) | $ | (36,752 | ) |
Foreign
Currency
Forward
Contracts
|
Number
of
Contracts
|
Notional
Amount
(USD
in thousands)
|
||||||||||
Designated
|
Non-designated
|
|||||||||||
Buy
SGD
|
4
|
$ | 3,715 | $ | 68,090 | |||||||
Buy
MXN
|
5
|
5,564 | 13,384 | |||||||||
Buy
CAD
|
3
|
— | 8,672 | |||||||||
Buy
HKD
|
1
|
— | 4,969 | |||||||||
Buy
JPY
|
2
|
— | 9,929 | |||||||||
Buy
ILS
|
1
|
— | 14,618 | |||||||||
Buy
MYR
|
1
|
— | 4,204 | |||||||||
Buy
HUF
|
2
|
— | 4,516 | |||||||||
Sell
BRL
|
|
1
|
— | 8,962 | ||||||||
Sell
CNY
|
1
|
— | 23,432 | |||||||||
Sell
EUR
|
1
|
— | 191,490 | |||||||||
Sell
GBP
|
1
|
— | 13,604 | |||||||||
Sell
SEK
|
1
|
— | 5,961 | |||||||||
Sell
INR
|
1
|
— | 4,507 | |||||||||
Total
notional amount
|
$ | 9,279 | $ | 376,338 |
Derivatives
in SFAS 133 Cash Flow Hedging Relationship
|
Amount
of Gain/(Loss) Recognized in OCI on Derivative (Effective
Portion)
|
Location
of Gain/(Loss) Reclassified
from
Accumulated OCI into Income
(Effective
Portion)
|
Amount
of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective
Portion)
|
||||||
(In
thousands)
|
|||||||||
Interest
rate swaps
|
$ | 12,848 |
Interest
expense
|
$ | (2,612 | ) | |||
Foreign
currency forward contracts
|
(1,052 | ) |
Cost
of sales
|
(982 | ) | ||||
Total
|
$ | 11,796 | $ | (3,594 | ) |
Derivatives
in SFAS 133 Cash Flow Hedging Relationship
|
Amount
of Gain/(Loss) Recognized in OCI on Derivative (Effective
Portion)
|
Location
of Gain/(Loss) Reclassified
from
Accumulated OCI into Income
(Effective
Portion)
|
Amount
of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective
Portion)
|
||||||
(In
thousands)
|
|||||||||
Interest
rate swaps
|
$ | (18,340 | ) |
Interest
expense
|
$ | (4,605 | ) | ||
Foreign
currency forward contracts
|
(5,739 | ) |
Cost
of sales
|
(5,678 | ) | ||||
Total
|
$ | (24,079 | ) | $ | (10,283 | ) |
Three Months
Ended
|
Six
Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Net
sales
|
$ | 1,195,107 | $ | 1,817,431 | $ | 2,614,371 | $ | 3,595,571 | ||||||||
Gross
profit
|
$ | 68,590 | $ | 124,645 | $ | 152,388 | $ | 253,574 | ||||||||
Operating
income (loss)
|
$ | (13,166 | ) | $ | (8,613 | ) | $ | (11,230 | ) | $ | 18,203 | |||||
Net
loss from continuing operations
|
$ | (37,538 | ) | $ | (39,937 | ) | $ | (62,811 | ) | $ | (49,390 | ) | ||||
Income
from discontinued operations, net of tax
|
$ | — | $ | 15,523 | $ | — | $ | 32,892 | ||||||||
Net
loss
|
$ | (37,538 | ) | $ | (24,414 | ) | $ | (62,811 | ) | $ | (16,498 | ) |
Three Months Ended
|
||||||||||||
March
28,
2009
|
December 27,
2008
|
September 27,
2008
|
||||||||||
Days
sales outstanding(1)
|
54
|
57
|
51
|
|||||||||
Inventory
turns(2)
|
|
6.4
|
6.8
|
7.7
|
||||||||
Accounts
payable days(3)
|
55
|
53
|
52
|
|||||||||
Cash
cycle days(4)
|
56
|
57
|
46
|
(1)
|
Days
sales outstanding, or DSO, is calculated as the ratio of ending accounts
receivable, net, to average daily net sales for the
quarter.
|
(2)
|
Inventory
turns (annualized) are calculated as the ratio of four times our cost of
sales for the quarter to inventory at period
end.
|
(3)
|
Accounts
payable days is calculated as the ratio of 365 days divided by
accounts payable turns, in which accounts payable turns is calculated as
the ratio of four times our cost of sales for the quarter to accounts
payable at period end.
|
(4)
|
Cash
cycle days is calculated as the ratio of 365 days to inventory turns,
plus days sales outstanding minus accounts payable
days.
|
Employee
Termination
Severance
and
Related Benefits
|
Leases
and Facilities Shutdown and Consolidation Costs
|
|||||||||||
Cash
|
Cash
|
Total
|
||||||||||
(In
thousands)
|
||||||||||||
Balance
at September 27, 2008
|
$ | — | $ | — | $ | — | ||||||
Charges
to operations
|
7,009 | 482 | 7,491 | |||||||||
Charges
utilized
|
(2,229 | ) | (482 | ) | (2,711 | ) | ||||||
Balance
at December 27, 2008
|
4,780 | — | 4,780 | |||||||||
Charges
to operations
|
7,524 | 1,160 | 8,684 | |||||||||
Charges
utilized
|
(5,662 | ) | (1,160 | ) | (6,822 | ) | ||||||
Balance
at March 28, 2009
|
$ | 6,642 | $ | — | $ | 6,642 |
Employee
Termination
Severance
and
Related Benefits
|
Leases
and Facilities Shutdown and Consolidation Costs
|
Impairment
of Assets or Redundant Assets
|
||||||||||||||
Cash
|
Cash
|
Non-Cash
|
Total
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Balance
at September 30, 2006
|
$ | 21,349 | $ | 9,804 | $ | — | $ | 31,153 | ||||||||
Charges
(recovery) to operations
|
35,169 | 11,195 | (831 | ) | 45,533 | |||||||||||
Charges
recovered (utilized)
|
(47,873 | ) | (12,132 | ) | 831 | (59,174 | ) | |||||||||
Reversal
of accrual
|
(2,505 | ) | (441 | ) | — | (2,946 | ) | |||||||||
Balance
at September 29, 2007
|
6,140 | 8,426 | — | 14,566 | ||||||||||||
Charges
to operations
|
64,126 | 16,519 | 2,456 | 83,101 | ||||||||||||
Charges
utilized
|
(45,248 | ) | (19,765 | ) | (2,456 | ) | (67,469 | ) | ||||||||
Reversal
of accrual
|
(833 | ) | (892 | ) | — | (1,725 | ) | |||||||||
Balance
at September 27, 2008
|
24,185 | 4,288 | — | 28,473 | ||||||||||||
Discontinued
operations
|
5,607 | — | — | 5,607 | ||||||||||||
Balance
at September 27, 2008, including discontinued
operations
|
29,792 | 4,288 | — | 34,080 | ||||||||||||
Charges
to operations
|
3,222 | 1,989 | 644 | 5,855 | ||||||||||||
Charges
utilized
|
(11,651 | ) | (2,587 | ) | (644 | ) | (14,882 | ) | ||||||||
Reversal
of accrual
|
(4,067 | ) | (44 | ) | — | (4,111 | ) | |||||||||
Balance
at December 27, 2008
|
17,296 | 3,646 | — | 20,942 | ||||||||||||
Charges
to operations
|
2,953 | 2,905 | 1,121 | 6,979 | ||||||||||||
Charges
utilized
|
(11,299 | ) | (2,839 | ) | (1,121 | ) | (15,259 | ) | ||||||||
Reversal
of accrual
|
(89 | ) | — | — | (89 | ) | ||||||||||
Balance
at March 28, 2009
|
$ | 8,861 | $ | 3,712 | $ | — | $ | 12,573 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 28,
2009
|
March 29,
2008
|
March 28,
2009
|
March 29,
2008
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Foreign
exchange gains (losses)
|
$
|
(7,693
|
)
|
$
|
5,880
|
$
|
(8,906
|
)
|
$
|
3,131
|
||||||
Gain/(loss)
on extinguishment of debt
|
13,490
|
—
|
13,490
|
(2,237
|
)
|
|||||||||||
Other,
net
|
(874
|
)
|
(1,608
|
)
|
892
|
(1,262
|
)
|
|||||||||
Total
other income (expense), net
|
$
|
4,923
|
$
|
4,272
|
$
|
5,476
|
$
|
(368
|
)
|
Six Months Ended
|
||||||||
March 28,
2009
|
March 29,
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Net
cash provided by (used in):
|
||||||||
Operating
activities
|
$
|
86,197
|
$
|
75,627
|
||||
Investing
activities
|
(44,303
|
)
|
(39,838
|
)
|
||||
Financing
activities
|
(64,173
|
)
|
(120,000
|
)
|
||||
Effect
of exchange rate changes on cash and cash equivalents
|
3,975
|
11,337
|
||||||
Decrease
in cash and cash equivalents
|
$
|
(18,304
|
)
|
$
|
(72,874
|
)
|
|
TOTAL
NUMBER OF
SHARES
PURCHASED
|
AVERAGE
PRICE PAID
PER SHARE
|
TOTAL NUMBER OF
SHARES PURCHASED
AS PART OF
PUBLICLY
ANNOUNCED
PROGRAMS
|
MAXIMUM
DOLLAR VALUE OF
SHARES THAT
MAY YET BE
PURCHASED
UNDER THE
PROGRAMS
|
||||||||||||
Month
#1
|
||||||||||||||||
September 28,
2008 through October 25, 2008
|
—
|
$
|
—
|
—
|
$
|
35,000,000
|
||||||||||
Month
#2
|
||||||||||||||||
October 26,
2008 through November 22, 2008
|
21,006,503
|
$
|
0.54
|
21,006,503
|
$
|
23,621,000
|
||||||||||
Month
#3
|
||||||||||||||||
November 23,
2008 through December 27, 2008
|
—
|
$
|
—
|
—
|
$
|
23,621,000
|
||||||||||
Month
#4
|
||||||||||||||||
December
28, 2008 through January 24, 2009
|
—
|
$
|
—
|
—
|
$
|
23,621,000
|
||||||||||
Month
#5
|
||||||||||||||||
January
25, 2009 through February 21, 2009
|
18,160,835
|
$
|
0.34
|
18,160,835
|
$
|
17,509,000
|
||||||||||
Month
#6
|
||||||||||||||||
February
22, 2009 through March 28, 2009
|
4,821,914
|
$
|
0.29
|
4,821,914
|
$
|
16,114,000
|
||||||||||
Total
|
43,989,252
|
$
|
0.43
|
43,989,252
|
|
1.
|
To
elect nine directors to serve for the ensuing year and until their
successor is appointed or elected:
|
For
|
Withheld
|
Abstain
|
||||
Neil
R. Bonke
|
426,332,925
|
44,003,149
|
2,285,618
|
|||
Alain
Couder
|
460,442,125
|
9,874,516
|
2,305,050
|
|||
John
P. Goldsberry
|
463,113,831
|
7,281,254
|
2,226,607
|
|||
Joseph
G. Licata, Jr.
|
460,275,719
|
10,222,917
|
2,123,055
|
|||
Mario
M. Rosati
|
421,947,225
|
48,380,588
|
2,293,879
|
|||
A.
Eugene Sapp, Jr
|
455,993,408
|
14,545,555
|
2,082,729
|
|||
Wayne
Shortridge
|
456,634,397
|
13,845,465
|
2,141,830
|
|||
Jure
Sola
|
429,177,622
|
41,109,558
|
2,334,511
|
|||
Jackie
M. Ward
|
458,965,421
|
11,571,986
|
2,084,285
|
|
2.
|
To
approve appointment of KPMG LLP as our independent registered public
accountants for the fiscal year ending October 3,
2009.
|
For:
438,373,793
|
Against:
33,649,607
|
Abstain:
598,292
|
|
3.
|
To
approve the 2009 Incentive Plan of the Company and the reservation of
45,000,000 shares of common stock for issuance
thereunder.
|
For:
244,777,613
|
Against:
116,448,141
|
Abstain:
3,127,939
|
Broker
Non-Votes: 108,267,999
|
|
(a)
|
Exhibits
|
|
(c)
|
Exhibits
|
Exhibit
Number
|
Description
|
|
10.37(1)(2)
|
2009
Incentive Plan.
|
|
10.39(3)
|
Receivables
Transfer and Contribution Agreement entered into as of November 24, 2008
by and between Sanmina SPV LLC and Sanmina-SCI Corporation (filed
herewith).
|
|
10.40(1)
|
Sanmina-SCI
Corporation Deferred Compensation Plan for Outside Directors amended and
restated effective January 1, 2009 (filed herewith).
|
|
10.41(1)
|
Sanmina-SCI
Corporation Deferred Compensation Plan effective January 1, 2009 (filed
herewith).
|
|
10.42(1)
|
Description
of fiscal 2009 Non-employee Directors Compensation Arrangements (filed
herewith).
|
|
10.43(1)
|
Form
of Stock Option Agreement for use under the 2009 Incentive Plan (filed
herewith).
|
|
10.44(1)
|
Form
of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan
(filed herewith).
|
|
10.45(1)
|
Form
of Restricted Stock Agreement for use under the 2009 Incentive Plan (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(4)
|
Certification
of the Principal 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(4)
|
Certification
of the Principal 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).
|
(1)
|
Compensatory
plan in which an executive officer or director
participates.
|
(2)
|
Incorporated
by reference to Exhibit 10.37 of Registrant’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
January 30, 2009.
|
(3)
|
Corrected
exhibit replacing corresponding exhibit of Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended December 27,
2008.
|
(4)
|
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.
|
SANMINA-SCI
CORPORATION
|
||
(Registrant)
|
||
By:
|
/s/
JURE SOLA
|
|
Jure
Sola
|
||
Chief
Executive Officer
|
||
Date:
May 4, 2009
|
||
By:
|
/s/
TODD SCHULL
|
|
Todd
Schull
|
||
Senior
Vice President and
|
||
Corporate
Controller (Principal Financial and
|
||
Accounting
Officer
)
|
||
Date:
May 4, 2009
|
Exhibit
Number
|
Description
|
|
10.37(1)(2)
|
2009
Incentive Plan.
|
|
10.39(3)
|
Receivables
Transfer and Contribution Agreement entered into as of November 24, 2008
by and between Sanmina SPV LLC and Sanmina-SCI Corporation (filed
herewith).
|
|
10.40(1)
|
Sanmina-SCI
Corporation Deferred Compensation Plan for Outside Directors amended and
restated effective January 1, 2009 (filed herewith).
|
|
10.41(1)
|
Sanmina-SCI
Corporation Deferred Compensation Plan effective January 1, 2009 (filed
herewith).
|
|
10.42(1)
|
Description
of fiscal 2009 Non-employee Directors Compensation Arrangements (filed
herewith).
|
|
10.43(1)
|
Form
of Stock Option Agreement for use under the 2009 Incentive Plan (filed
herewith).
|
|
10.44(1)
|
Form
of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan
(filed herewith).
|
|
10.45(1)
|
Form
of Restricted Stock Agreement for use under the 2009 Incentive Plan (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(4)
|
Certification
of the Principal 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(4)
|
Certification
of the Principal 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).
|
(1)
|
Compensatory
plan in which an executive officer or director
participates.
|
(2)
|
Incorporated
by reference to Exhibit 10.37 of Registrant’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
January 30, 2009.
|
(3)
|
Corrected
exhibit replacing corresponding exhibit of Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended December 27,
2008.
|
(4)
|
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.
|
TRANSFEREE:
|
|
SANMINA
SPV LLC
|
|
By:
/s/ Walter F. Boileau
|
|
Name:
Walter F. Boileau
|
|
Title:
Manager
|
TRANSFEROR:
|
|
SANMINA-SCI
CORPORATION
|
|
By:
/s/ Walter F. Boileau
|
|
Name:
Walter F. Boileau
|
|
Title:
Vice President and Treasureer
|
TABLE
OF CONTENTS
|
||
Page
|
||
ARTICLE
I
|
PURPOSE
|
4
|
ARTICLE
II
|
DEFINITIONS
|
4
|
2.1
|
Account
|
4
|
2.2
|
Beneficiary
|
4
|
2.3
|
Board
|
4
|
2.4
|
Change
of Control
|
4
|
2.5
|
Code
|
5
|
2.6
|
Code
section 409A
|
5
|
2.7
|
Committee
|
5
|
2.8
|
Committee
Charter
|
5
|
2.9
|
Compensation
Committee
|
5
|
2.10
|
Common
Stock
|
5
|
2.11
|
Company
|
5
|
2.12
|
Compensation
|
5
|
2.13
|
Deferral
Commitment
|
5
|
2.14
|
Deferral
Period
|
5
|
2.15
|
Deferred
Compensation
|
5
|
2.16
|
Eligible
Director
|
5
|
2.17
|
Market
Value
|
6
|
2.18
|
Participant
|
6
|
2.19
|
Participation
Agreement
|
6
|
2.20
|
Plan
Year
|
6
|
2.21
|
Share
Units
|
6
|
2.22
|
Separation
from Service
|
6
|
ARTICLE
III
|
DEFERRAL
COMMITMENTS
|
6
|
3.1
|
Participation
|
6
|
3.2
|
Initial
Year of Participation
|
6
|
3.3
|
Elective
Deferrals
|
6
|
3.4
|
Limitations
on Deferral Commitments
|
6
|
ARTICLE
IV
|
DEFERRED
COMPENSATION ACCOUNTS
|
7
|
4.1
|
Accounts
|
7
|
4.2
|
Deferred
Compensation
|
7
|
4.3
|
Share
Units
|
7
|
4.4
|
Dividends
|
7
|
4.5
|
Determination
of Accounts
|
7
|
4.6
|
Vesting
of Accounts
|
8
|
4.7
|
Statement
of Accounts
|
8
|
4.8
|
Adjustment
of Share Units
|
8
|
ARTICLE
V
|
PLAN
BENEFITS
|
8
|
5.1
|
After
Separation from Service
|
8
|
5.2
|
Change
of Control
|
8
|
5.3
|
Tax
Withholding
|
8
|
5.4
|
Payment
to Guardian
|
9
|
ARTICLE
VI
|
BENEFICIARY
DESIGNATION
|
9
|
6.1
|
Beneficiary
Designation
|
9
|
6.2
|
Changing
Beneficiary
|
9
|
6.3
|
Community
Property
|
9
|
6.4
|
No
Beneficiary Designation
|
9
|
ARTICLE
VII
|
ADMINISTRATION
|
10
|
7.1
|
Committee
|
10
|
7.2
|
Agents
and Delegation
|
10
|
7.3
|
Binding
Effect of Decisions
|
10
|
7.4
|
Indemnification
of Committee
|
10
|
ARTICLE
VIII
|
AMENDMENT
AND TERMINATION OF PLAN
|
10
|
8.1
|
Amendment
|
10
|
8.2
|
Right
to Terminate Plan
|
10
|
ARTICLE
IX
|
MISCELLANEOUS
|
11
|
9.1
|
Unfunded
Plan
|
11
|
9.2
|
Trust
Fund
|
11
|
9.3
|
Nonalienability
|
12
|
9.4
|
Governing
Law
|
12
|
9.5
|
Validity
|
12
|
9.6
|
Notice
|
12
|
9.7
|
Successors
|
12
|
SANMINA-SCI
CORPORATION
|
|
By:
/s/ Jure Sola
|
|
Its:
Chief Executive Officer
|
TABLE
OF CONTENTS
|
||
Page
|
||
ARTICLE
I
|
PURPOSE
|
4
|
ARTICLE
II
|
DEFINITIONS
|
4
|
2.1
|
Account
|
4
|
2.2
|
Beneficiary
|
5
|
2.3
|
Board
|
5
|
2.4
|
Bonus
|
5
|
2.5
|
Change
of Control
|
5
|
2.6
|
Code
|
5
|
2.7
|
Code
section 409A
|
5
|
2.8
|
Committee
|
5
|
2.9
|
Committee
Charter
|
5
|
2.10
|
Company
|
5
|
2.11
|
Compensation
Committee
|
5
|
2.12
|
Deferral
Commitment
|
5
|
2.13
|
Deferral
Period
|
5
|
2.14
|
Disability
|
6
|
2.15
|
Elective
Deferred Compensation
|
6
|
2.16
|
Eligible
Employee
|
6
|
2.17
|
Employer
|
6
|
2.18
|
Initial
Election Period
|
6
|
2.19
|
In-Service
Distribution Schedule
|
6
|
2.20
|
Investment
Funds
|
6
|
2.21
|
Participant
|
7
|
2.22
|
Payment
Date
|
7
|
2.23
|
Plan
|
7
|
2.24
|
Retirement
|
7
|
2.25
|
Salary
|
7
|
2.26
|
Specified
Employee
|
8
|
2.27
|
Termination
Distribution Schedule
|
8
|
2.28
|
Termination
of Employment
|
8
|
2.29
|
Unforeseeable
Emergency
|
8
|
ARTICLE
III
|
PARTICIPATION
AND DEFERRAL COMMITMENTS
|
8
|
3.1
|
Eligibility
|
8
|
3.2
|
Deferral
Commitments
|
8
|
3.3
|
Revocation
of Deferral Commitment upon Unforeseeable Emergency
|
9
|
ARTICLE
IV
|
DEFERRED
COMPENSATION ACCOUNTS
|
10
|
4.1
|
Accounts
|
10
|
4.2
|
Investment
of Accounts
|
10
|
4.3
|
Vesting
|
10
|
ARTICLE
V
|
PLAN
BENEFITS
|
10
|
5.1
|
Distribution
pursuant to Termination Distribution Schedule
|
10
|
5.2
|
Distribution
Pursuant to In-Service Distribution Schedule
|
11
|
5.3
|
Special
Payment Elections
|
11
|
5.4
|
Distributions
upon Change of Control.
|
11
|
5.5
|
Distributions
upon Disability or death
|
11
|
5.6
|
Distributions
Upon an Unforeseeable Emergency
|
12
|
5.7
|
Inability
to Locate Participant
|
12
|
5.8
|
Tax
Withholding
|
12
|
5.9
|
Valuation
and Settlement
|
12
|
5.10
|
Payment
to Guardian
|
12
|
ARTICLE
VI
|
BENEFICIARY
DESIGNATION
|
13
|
6.1
|
Beneficiary
Designation
|
13
|
6.2
|
Changing
Beneficiary
|
13
|
6.3
|
Community
Property
|
13
|
6.4
|
No
Beneficiary Designation
|
13
|
ARTICLE
VII
|
ADMINISTRATION
|
14
|
7.1
|
Committee
|
14
|
7.2
|
Agents
and Delegation
|
14
|
7.3
|
Binding
Effect of Decisions
|
14
|
7.4
|
Indemnification
of Committee
|
14
|
ARTICLE
VIII
|
CLAIMS
PROCEDURE
|
14
|
8.1
|
Claim
|
14
|
8.2
|
Review
of Claim
|
15
|
8.3
|
Notice
of Denial of Claim
|
15
|
8.4
|
Reconsideration
of Denied Claim
|
15
|
8.5
|
Employer
to Supply Information
|
16
|
ARTICLE
IX
|
AMENDMENT
AND TERMINATION OF PLAN
|
16
|
9.1
|
Amendment
|
16
|
9.2
|
Right
to Terminate Plan
|
16
|
ARTICLE
X
|
MISCELLANEOUS
|
17
|
10.1
|
Unfunded
Plan
|
17
|
10.2
|
Unsecured
General Creditor
|
17
|
10.3
|
Trust
Fund
|
17
|
10.4
|
Nonalienability
|
17
|
10.5
|
Not
a Contract of Employment
|
17
|
10.6
|
Protective
Provisions
|
18
|
10.7
|
Governing
Law
|
18
|
10.8
|
Validity
|
18
|
10.9
|
Notice
|
18
|
10.10
|
Successors
|
18
|
SANMINA-SCI
CORPORATION
|
|
By:
/s/ Jure Sola
|
|
Its:
Chief Executive Officer
|
Compensation
Element
|
Amount
|
General
Board service – cash
|
Annual
cash retainer - $60,000
1
|
Meeting
fees: $2,000 in-person, $1,000 telephonic
|
|
General
Board service-Equity
|
Initial
equity grant upon first becoming a Director and annually
thereafter:
-
Option
to purchase 10,000 shares of Common Stock
-
Restricted
stock units to purchase 20,000 shares of Common Stock
-
Both
grants vest monthly over 12 months
|
Lead
Director
|
Additional
cash retainer: $24,000
1
|
Committee
Chair service
|
Additional
cash retainer:
1
-
Audit
Committee: $10,000
-
Compensation
Committee: $10,000
-
Nominating
and Governance Committee: $10,000
|
Committee
member service
|
Additional
cash retainer:
1
-
Audit
Committee: $10,000
-
Compensation
Committee: $10,000
-
Nominating
and Governance Committee: $10,000
|
Meeting
fees:
$1,500
|
Participant:
|
|
Address:
|
|
Grant
Number
|
|
Date
of Grant
|
|
Vesting
Commencement Date
|
|
Number
of Shares Granted
|
|
Exercise
Price per Share
|
$
|
Total
Exercise Price
|
$
|
Type
of Option
|
___
Incentive Stock Option
|
___
Nonstatutory Stock Option
|
|
Term/Expiration
Date
|
PARTICIPANT
|
SANMINA-SCI
CORPORATION
|
|
Signature
|
By
|
|
Print
Name
|
Title
|
|
Address
:
|
||
Participant:
|
|
Address:
|
|
Grant
Number
|
|
Date of
Grant
|
|
Vesting Commencement
Date
|
|
Number of Restricted
Stock Units
|
PARTICIPANT
|
SANMINA-SCI
CORPORATION
|
|
Signature
|
By
|
|
Print
Name
|
Title
|
|
Address:
|
||
Participant:
|
|
Address:
|
|
Grant
Number
|
|
Date
of Grant
|
|
Vesting
Commencement Date
|
|
Number
of Shares Granted
|
PARTICIPANT
|
SANMINA-SCI
CORPORATION
|
|
Signature
|
By
|
|
Print
Name
|
Title
|
|
Address
:
|
||
1.
|
I
have reviewed this quarterly report on Form 10-Q of Sanmina-SCI
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
report;
|
4.
|
The
Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial
reporting; and
|
5.
|
The
Registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the Registrant’s auditors and the audit committee of the Registrant’s
Board of Directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
Date:
May 4, 2009
|
|
/s/ JURE
SOLA
|
|
Jure
Sola
|
|
Chief
Executive Officer (Principal Executive Officer)
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Sanmina-SCI
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
report;
|
4.
|
The
Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial
reporting; and
|
5.
|
The
Registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the Registrant’s auditors and the audit committee of the Registrant’s
Board of Directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
Date:
May 4, 2009
|
|
/s/
TODD SCHULL
|
|
Todd
Schull
|
|
Senior
Vice President and
Corporate
Controller (Principal Financial Officer)
|
|
1.
|
The
Company’s Quarterly Report on Form 10-Q for the period ended March
28, 2009, to which this Certification is attached as Exhibit 32.1
(the “Periodic Report”), fully complies with the requirements of
Section 13(a) or Section 15(d) of the Exchange Act;
and
|
|
2.
|
The
information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
|
/s/
JURE SOLA
|
|
Jure
Sola
|
|
Chief
Executive Officer (Principal Executive
Officer)
|
|
1.
|
The
Company’s Quarterly Report on Form 10-Q for the period ended March
28, 2009, to which this Certification is attached as Exhibit 32.2
(the “Periodic Report”), fully complies with the requirements of
Section 13(a) or Section 15(d) of the Exchange Act;
and
|
|
2.
|
The
information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
|
/s/
TODD SCHULL
|
|
Todd
Schull
|
|
Senior
Vice President and
|
|
Corporate
Controller (Principal Financial
Officer)
|