(Mark
one)
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the quarterly period ended January 2, 2010
|
|
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
|
20
|
|||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
28
|
|||
Item
4.
|
Controls
and Procedures
|
29
|
|||
PART II.
OTHER INFORMATION
|
|||||
Item
1.
|
Legal
Proceedings
|
30
|
|||
Item
1A.
|
Risk
Factors Affecting Operating Results
|
30
|
|||
Item
6.
|
Exhibits
|
32
|
|||
Signatures
|
33
|
As of
|
||||||||
January
2,
|
October
3,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash and cash equivalents
|
$
|
727,495
|
$
|
899,151
|
||||
Accounts receivable, net of allowances of $15,363 and $13,422,
respectively
|
749,925
|
668,474
|
||||||
Inventories
|
778,326
|
761,391
|
||||||
Prepaid expenses and other current assets
|
84,823
|
78,128
|
||||||
Assets held for sale
|
60,116
|
68,902
|
||||||
Total current assets
|
2,400,685
|
2,476,046
|
||||||
Property,
plant and equipment, net
|
550,020
|
543,497
|
||||||
Other
|
93,977
|
104,354
|
||||||
Total assets
|
$
|
3,044,682
|
$
|
3,123,897
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts payable
|
$
|
828,430
|
$
|
780,876
|
||||
Accrued liabilities
|
148,945
|
140,926
|
||||||
Accrued payroll and related benefits
|
103,624
|
98,408
|
||||||
Current portion of long-term debt
|
—
|
175,700
|
||||||
Total current liabilities
|
1,080,999
|
1,195,910
|
||||||
Long-term
liabilities:
|
||||||||
Long-term debt
|
1,261,677
|
1,262,014
|
||||||
Other (1)
|
116,884
|
146,903
|
||||||
Total long-term liabilities
|
1,378,561
|
1,408,917
|
||||||
Commitments
and contingencies (Note 5)
|
||||||||
Stockholders’
equity (1)
|
585,122
|
519,070
|
||||||
Total liabilities and stockholders’ equity
|
$
|
3,044,682
|
$
|
3,123,897
|
Three Months Ended
|
||||||||
January
2,
2010
|
December 27,
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands, except per share data)
|
||||||||
Net
sales
|
$ | 1,478,302 | $ | 1,419,264 | ||||
Cost
of sales
|
1,368,615 | 1,335,466 | ||||||
Gross
profit
|
109,687 | 83,798 | ||||||
Operating
expenses:
|
||||||||
Selling,
general and administrative
|
62,415 | 62,987 | ||||||
Research
and development
|
3,098 | 4,192 | ||||||
Amortization
of intangible assets
|
1,178 | 1,650 | ||||||
Restructuring
and integration costs
|
3,338 | 9,235 | ||||||
Asset
impairment
|
— | 3,798 | ||||||
Total
operating expenses
|
70,029 | 81,862 | ||||||
Operating
income
|
39,658 | 1,936 | ||||||
Interest
income
|
381 | 3,450 | ||||||
Interest
expense
|
(26,777 | ) | (29,183 | ) | ||||
Other
income, net
|
39,655 | 553 | ||||||
Interest
and other income, net
|
13,259 | (25,180 | ) | |||||
Income
(loss) from operations before income taxes
|
52,917 | (23,244 | ) | |||||
Provision
for (benefit from) income taxes (1)
|
(6,465 | ) | 2,429 | |||||
Net
income (loss)
|
$ | 59,382 | $ | (25,673 | ) | |||
Net
income (loss) per share:
|
||||||||
Basic
|
$ | 0.76 | $ | (0.29 | ) | |||
Diluted
|
$ | 0.74 | $ | (0.29 | ) | |||
Weighted-average
shares used in computing per share amounts:
|
||||||||
Basic
|
78,615 | 87,219 | ||||||
Diluted
|
80,575 | 87,219 |
Three Months Ended
|
||||||||
January
2,
2010
|
December 27,
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
CASH
FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
||||||||
Net income (loss) (1)
|
$
|
59,382
|
$
|
(25,673
|
)
|
|||
Adjustments to reconcile net income to cash provided by operating
activities:
|
||||||||
Depreciation and amortization
|
21,352
|
23,490
|
||||||
Stock-based compensation expense
|
4,652
|
4,162
|
||||||
Non-cash restructuring costs
|
1,300
|
644
|
||||||
Provision (benefit) for doubtful accounts, product returns and other net
sales adjustments
|
1,948
|
(1,799
|
)
|
|||||
Asset impairment
|
—
|
3,798
|
||||||
Other, net
|
(3,150
|
)
|
1,558
|
|||||
Changes in operating assets and liabilities, net of
acquisitions:
|
||||||||
Accounts receivable
|
(84,689
|
)
|
87,577
|
|||||
Inventories
|
(16,554
|
)
|
21,608
|
|||||
Prepaid expenses and other assets
|
(4,137
|
)
|
348
|
|||||
Accounts payable
|
45,614
|
(112,056
|
)
|
|||||
Accrued liabilities and other long-term liabilities
(1)
|
(12,689
|
)
|
(14,548
|
)
|
||||
Cash provided by (used in) operating activities
|
13,029
|
(10,891
|
)
|
|||||
CASH
FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
||||||||
Net purchases of long-term investments
|
—
|
(200
|
)
|
|||||
Purchases of property, plant and equipment
|
(13,173
|
)
|
(28,045
|
)
|
||||
Proceeds from sales of property, plant and equipment
|
328
|
275
|
||||||
Net cash paid in connection with business
combinations
|
(1,696
|
)
|
—
|
|||||
Cash used in investing activities
|
(14,541
|
)
|
(27,970
|
)
|
||||
CASH
FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
||||||||
Change in restricted cash
|
3,500
|
(24,290
|
)
|
|||||
Repayments of long-term debt
|
(175,700
|
)
|
—
|
|||||
Repurchases of common stock
|
—
|
(11,574
|
)
|
|||||
Cash used in financing activities
|
(172,200
|
)
|
(35,864
|
)
|
||||
Effect of exchange rate changes
|
2,056
|
1,698
|
||||||
Decrease in cash and cash equivalents
|
(171,656
|
)
|
(73,027
|
)
|
||||
Cash and cash equivalents at beginning of period
|
899,151
|
869,801
|
||||||
Cash and cash equivalents at end of period
|
$
|
727,495
|
$
|
796,774
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
5,448
|
$
|
9,266
|
||||
Income taxes (excludes refunds of $0.2 million and $1.3 million,
respectively)
|
$
|
5,246
|
$
|
7,447
|
As
of
|
||||||||
January
2,
2010
|
October
3,
2009
|
|||||||
(In thousands)
|
||||||||
Raw
materials
|
$
|
545,648
|
$
|
500,666
|
||||
Work-in-process
|
128,656
|
118,531
|
||||||
Finished
goods
|
104,022
|
142,194
|
||||||
Total
|
$
|
778,326
|
$
|
761,391
|
Fair
Value
|
Carrying
Amount
|
|||||||
(In thousands)
|
||||||||
6.75%
Senior Subordinated Notes due 2013 (“6.75% Notes”)
|
$ | 393,000 | $ | 400,000 | ||||
$300
Million Senior Floating Rate Notes due 2014 (“2014
Notes”)
|
$ | 235,208 | $ | 257,410 | ||||
8.125%
Senior Subordinated Notes due 2016
|
$ | 596,250 | $ | 600,000 |
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:
|
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
|
$
|
243,373
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
Mutual
Funds
|
Level
2
|
—
|
—
|
1,253
|
—
|
—
|
|||||||||||||||
Time
Deposits
|
Level
1
|
73,182
|
—
|
—
|
—
|
—
|
|||||||||||||||
Corporate Bonds
—
Foreign Real
Estate
|
Level
2
|
—
|
—
|
2,810
|
—
|
—
|
|||||||||||||||
Derivatives
not designated as hedging instruments under FAS 133: Foreign Currency
Forward Contracts
|
Level
2
|
—
|
8,033
|
—
|
—
|
—
|
|||||||||||||||
Total
assets measured at fair value
|
$
|
316,555
|
$
|
8,033
|
$
|
4,063
|
$
|
—
|
$
|
—
|
|||||||||||
Liabilities:
|
|||||||||||||||||||||
Derivatives
designated as hedging instruments under FAS 133: Interest Rate
Swaps
|
Level
2
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
(30,202
|
)
|
|||||||||
Derivatives
not designated as hedging instruments under FAS 133: Foreign Currency
Forward Contracts
|
Level
2
|
—
|
—
|
—
|
(3,245
|
)
|
—
|
||||||||||||||
Total
liabilities measured at fair value
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
(3,245
|
)
|
$
|
(30,202
|
)
|
Foreign
Currency
Forward
Contracts
|
Number
of
Contracts
|
Notional
Amount
(USD
in thousands)
|
||||||||||
Designated
|
Non-designated
|
|||||||||||
Buy
MYR (Malaysian Ringgit)
|
3
|
$
|
2,912
|
$
|
3,902
|
|||||||
Buy
HUF (Hungarian Forint)
|
4
|
2,353
|
5,202
|
|||||||||
Buy
THB (Thailand Baht)
|
2
|
1,779
|
4,093
|
|||||||||
Buy
SGD (Singapore Dollars)
|
3
|
4,202
|
71,145
|
|||||||||
Buy
MXN (Mexican Pesos)
|
5
|
9,683
|
20,192
|
|||||||||
Buy
ILS (Israel New Shekels)
|
5
|
4,853
|
5,928
|
|||||||||
Buy
INR (Indian Rupee)
|
1
|
—
|
4,613
|
|||||||||
Buy
CAD (Canadian Dollars)
|
2
|
—
|
2,172
|
|||||||||
Buy
HKD (Hong Kong Dollars)
|
1
|
—
|
2,038
|
|||||||||
Buy
JPY (Japanese Yen)
|
2
|
—
|
11,430
|
|||||||||
Buy
SEK (Sweden Krona)
|
1
|
—
|
32,527
|
|||||||||
Sell
EUR (Euros)
|
4
|
6,729
|
167,281
|
|||||||||
Sell
HUF (Hungarian Forint)
|
1
|
—
|
3,788
|
|||||||||
Sell
BRL (Brazilian Real)
|
1
|
—
|
6,583
|
|||||||||
Sell
CNY (Chinese Renminbi)
|
1
|
—
|
23,657
|
|||||||||
Sell
GBP (Great British Pounds)
|
1
|
—
|
2,732
|
|||||||||
Sell
CAD (Canadian Dollars)
|
1
|
—
|
2,455
|
|||||||||
Total
notional amount
|
$
|
32,511
|
$
|
369,738
|
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)
|
(In
thousands)
|
||||||||
Interest
rate swaps
|
$ | 537 |
Interest
expense
|
$ | (3,127 | ) | |||
Foreign
currency forward contracts
|
(499 | ) |
Cost
of sales
|
(396 | ) | ||||
Total
|
$ | 38 | $ | (3,523 | ) |
As
of
|
||||||||
January
2,
2010
|
October
3,
2009
|
|||||||
(In
thousands)
|
||||||||
$300
Million Senior Floating Rate Notes due 2010 (“2010
Notes”)
|
$
|
—
|
$
|
175,700
|
||||
6.75%
Senior Subordinated Notes due 2013 (“6.75% Notes”)
|
400,000
|
400,000
|
||||||
$300
Million Senior Floating Rate Notes due 2014 (“2014
Notes”)
|
257,410
|
257,410
|
||||||
8.125%
Senior Subordinated Notes due 2016
|
600,000
|
600,000
|
||||||
Unamortized
Interest Rate Swaps
|
4,267
|
4,604
|
||||||
Total
|
|
1,261,677
|
1,437,714
|
|||||
Less:
current portion (2010 Notes)
|
—
|
(175,700
|
)
|
|||||
Total long-term debt
|
$
|
1,261,677
|
$
|
1,262,014
|
As of
|
||||||||
January 2,
2010
|
December
27,
2008
|
|||||||
(In thousands)
|
||||||||
Beginning
balance – end of prior year
|
$
|
15,716
|
$
|
18,974
|
||||
Additions
to accrual
|
4,366
|
2,415
|
||||||
Utilization
of accrual
|
(2,771
|
)
|
(4,444
|
)
|
||||
Ending
balance – current quarter
|
$
|
17,311
|
$
|
16,945
|
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 October 3, 2009
|
$
|
5,580
|
$
|
2,141
|
$
|
—
|
$
|
7,721
|
||||||||
Charges
to operations
|
140
|
1,739
|
206
|
2,085
|
||||||||||||
Charges
utilized
|
(2,568
|
)
|
(2,280
|
)
|
(206
|
)
|
(5,054
|
)
|
||||||||
Reversal
of accrual
|
(404
|
)
|
—
|
—
|
(404
|
)
|
||||||||||
Balance
at January 2, 2010
|
$
|
2,748
|
$
|
1,600
|
$
|
—
|
$
|
4,348
|
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 October 3, 2009
|
$
|
5,175
|
$
|
1,504
|
$
|
—
|
$
|
6,679
|
||||||||
Charges
to operations
|
479
|
384
|
1,094
|
1,957
|
||||||||||||
Charges
utilized
|
(1,057
|
)
|
(784
|
)
|
(1,094
|
)
|
(2,935
|
)
|
||||||||
Reversal
of accrual
|
(280
|
)
|
(20
|
)
|
—
|
(300
|
)
|
|||||||||
Balance
at January 2, 2010
|
$
|
4,317
|
$
|
1,084
|
$
|
—
|
$
|
5,401
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(In thousands, except per share data)
|
||||||||
Numerator:
|
||||||||
Net income (loss)
|
$
|
59,382
|
$
|
(25,673
|
)
|
|||
Denominator:
|
||||||||
Weighted average number of shares
|
||||||||
—basic
|
78,615
|
87,219
|
||||||
—diluted
|
80,575
|
87,219
|
||||||
Net
income (loss) per share:
|
||||||||
—basic
|
$
|
0.76
|
$
|
(0.29
|
)
|
|||
—diluted
|
$
|
0.74
|
$
|
(0.29
|
)
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(In
thousands)
|
||||||||
Potentially
dilutive securities:
|
||||||||
Employee
stock options
|
6,529
|
7,741
|
||||||
Restricted
stock awards and units
|
324
|
607
|
||||||
Total
|
6,853
|
8,348
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(In thousands)
|
||||||||
Net
income (loss)
|
$
|
59,382
|
$
|
(25,673
|
)
|
|||
Other
comprehensive income (loss):
|
||||||||
Foreign currency translation adjustments and other
|
(1,467
|
)
|
(7,199
|
)
|
||||
Unrealized holding gains (losses) on derivative financial
instruments
|
3,561
|
(28,727
|
)
|
|||||
Minimum pension liability
|
(74
|
)
|
(1,092
|
)
|
||||
Comprehensive
income (loss)
|
$
|
61,402
|
$
|
(62,691
|
)
|
As of
|
||||||||
January
2,
2010
|
October
3,
2009
|
|||||||
(In thousands)
|
||||||||
Foreign
currency translation adjustments
|
$
|
92,381
|
$
|
93,848
|
||||
Unrealized
holding losses on derivative financial instruments
|
(30,028
|
)
|
(33,589
|
)
|
||||
Unrecognized
net actuarial loss and unrecognized transition cost related to pension
plans
|
(7,983
|
)
|
(7,909
|
)
|
||||
Total
|
$
|
54,370
|
$
|
52,350
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(In thousands)
|
||||||||
Net
sales
|
||||||||
Domestic
|
$
|
303,189
|
$
|
339,483
|
||||
Mexico
|
306,611
|
328,179
|
||||||
China
|
418,562
|
241,297
|
||||||
Singapore
|
144,721
|
155,443
|
||||||
Other
international
|
305,219
|
354,862
|
||||||
Total
|
$
|
1,478,302
|
$
|
1,419,264
|
Operating
income (loss)
|
||||||||
Domestic
|
$
|
(12,186
|
)
|
$
|
(19,139
|
)
|
||
International
|
51,844
|
21,075
|
||||||
Total
|
$
|
39,658
|
$
|
1,936
|
Three Months Ended
|
||||||||
January
2,
2010
|
December 27,
2008
|
|||||||
(In thousands)
|
||||||||
Cost
of sales
|
$
|
2,066
|
$
|
1,865
|
||||
Selling,
general and administrative
|
2,487
|
2,212
|
||||||
Research
and development
|
99
|
85
|
||||||
Total
|
$
|
4,652
|
$
|
4,162
|
Three Months Ended
|
||||||||
January
2,
2010
|
December 27,
2008
|
|||||||
(In thousands)
|
||||||||
Stock
options
|
$
|
3,127
|
$
|
2,468
|
||||
Restricted
stock awards
|
14
|
183
|
||||||
Restricted
stock units
|
1,511
|
1,511
|
||||||
Total
|
$
|
4,652
|
$
|
4,162
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
Volatility
|
81.07
|
%
|
83.90
|
%
|
||||
Risk-free
interest rate
|
2.32
|
%
|
2.67
|
%
|
||||
Dividend
yield
|
0
|
%
|
0
|
%
|
||||
Expected
life
|
5.0
years
|
5.0
years
|
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
|
1,141 | 8.86 | ||||||||||||||
Exercised/Cancelled/Forfeited/Expired
|
(189 | ) | 30.94 | |||||||||||||
Outstanding,
January 2, 2010
|
12,058 | 15.09 | 8.07 | 30,216 | ||||||||||||
Vested
and expected to vest, January 2, 2010
|
10,476 | 16.24 | 7.92 | 24,309 | ||||||||||||
Exercisable,
January 2, 2010
|
4,670 | 27.16 | 6.44 | 2,614 |
Number of
Shares
|
Weighted-
Grant Date
Fair Value
($)
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value ($)
|
|||||||||||||
(In
thousands)
|
(In
thousands)
|
|||||||||||||||
Non-vested
restricted stock units at October 3, 2009
|
737
|
16.17
|
0.41
|
6,494
|
||||||||||||
Granted
|
857
|
8.82
|
||||||||||||||
Vested
/Cancelled
|
(20
|
) |
13.89
|
|||||||||||||
Non-vested
restricted stock units at January 2, 2010
|
1,574
|
12.20
|
1.63
|
14,493
|
||||||||||||
Non-vested
restricted stock units expected to vest at January 2,
2010
|
1,212
|
12.20
|
1.63
|
11,160
|
Three
Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(In
thousands)
|
||||||||
Net
sales
|
$
|
1,478,302
|
$
|
1,419,264
|
||||
Gross
profit
|
$
|
109,687
|
$
|
83,798
|
||||
Operating
income
|
$
|
39,658
|
$
|
1,936
|
||||
Net
income (loss)
|
$
|
59,382
|
$
|
(25,673
|
)
|
Three
Months Ended
|
||||||||
January
2,
2010
|
October
3,
2009
|
|||||||
Days
sales outstanding (1)
|
43
|
49
|
||||||
Inventory
turns (2)
|
7.1
|
6.4
|
||||||
Accounts
payable days (3)
|
54
|
57
|
||||||
Cash
cycle days (4)
|
41
|
48
|
(1)
|
Days
sales outstanding, or DSO, is calculated as the ratio of average 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 average
inventory.
|
(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 average
accounts payable.
|
(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
|
Impairment
of
Assets or Redundant
Assets
|
||||||||||||||
Cash
|
Cash
|
Non-Cash
|
Total
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Balance
at October 3, 2009
|
$
|
5,580
|
$
|
2,141
|
$
|
—
|
$
|
7,721
|
||||||||
Charges
to operations
|
140
|
1,739
|
206
|
2,085
|
||||||||||||
Charges
utilized
|
(2,568
|
)
|
(2,280
|
)
|
(206
|
)
|
(5,054
|
)
|
||||||||
Reversal
of accrual
|
(404
|
)
|
—
|
—
|
(404
|
)
|
||||||||||
Balance
at January 2, 2010
|
$
|
2,748
|
$
|
1,600
|
$
|
—
|
$
|
4,348
|
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 October 3, 2009
|
$
|
5,175
|
$
|
1,504
|
$
|
—
|
$
|
6,679
|
||||||||
Charges
to operations
|
479
|
384
|
1,094
|
1,957
|
||||||||||||
Charges
utilized
|
(1,057
|
)
|
(784
|
)
|
(1,094
|
)
|
(2,935
|
)
|
||||||||
Reversal
of accrual
|
(280
|
)
|
(20
|
)
|
—
|
(300
|
)
|
|||||||||
Balance
at January 2, 2010
|
$
|
4,317
|
$
|
1,084
|
$
|
—
|
$
|
5,401
|
Three Months Ended
|
||||||||
January
2,
2010
|
December
27,
2008
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Net
cash provided by (used in):
|
||||||||
Operating activities
|
$
|
13,029
|
$
|
(10,891
|
)
|
|||
Investing activities
|
(14,541
|
)
|
(27,970
|
)
|
||||
Financing activities
|
(172,200
|
)
|
(35,864
|
)
|
||||
Effect
of exchange rate changes on cash and cash
equivalents
|
2,056
|
1,698
|
||||||
Decrease
in cash and cash equivalents
|
$
|
(171,656
|
)
|
$
|
(73,027
|
)
|
Exhibit
Number
|
Description
|
|
10.42(1)
|
Description
of Calendar 2010 Non-Employee Director Compensation
Arrangements.
|
|
10.48(1)
|
Form
of Change of Control Severance Benefit Agreement.
|
|
31.1
|
Certification
of 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 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(2)
|
Certification
of 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(2)
|
Certification
of 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)
|
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:
February 5, 2010
|
|||
By:
|
/s/
ROBERT K. EULAU
|
||
Robert
K. Eulau
|
|||
Executive
Vice President and
|
|||
Chief
Financial Officer
|
|||
Date:
February 5, 2010
|
Exhibit
Number
|
Description
|
|
10.42(1)
|
Description
of Calendar 2010 Non-Employee Director Compensation
Arrangements.
|
|
10.48(1)
|
Form
of Change of Control Severance Benefit Agreement.
|
|
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(2)
|
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(2)
|
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)
|
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.
|
Compensation
Element
|
Amount
|
Board
Cash Compensation
|
Annual
retainer - $60,000
1
|
Per
meeting fees: $2,000 in-person, $1,000 telephonic
2
|
|
Annual
Equity Compensation
|
-Option
to purchase 1,667 shares of Common Stock
3
-Restricted
stock units for 3,333 shares of Common Stock
3
-Both
grants vest in 12 equal monthly installments following the date of
grant
|
Annual
Lead Director Cash Compensation
|
Additional
retainer: $24,000
1
|
Committee
Member Cash Compensation
|
Annual
retainer:
1
-Audit
Committee: $10,000
-Compensation
Committee: $10,000
-Nominating
and Governance Committee: $10,000
Per
meeting fees: $1,500
2
|
Annual
Committee Chair Cash Compensation
|
Additional
retainer:
1
-Audit
Committee: $10,000
-Compensation
Committee: $10,000
-Nominating
and Governance Committee: $10,000
|
Sanmina-SCI
Corporation
|
Employee
|
||
By:
|
|||
Name:
|
|||
Title:
|
|||
Employee
|
|
Date:
|
|
Employee
|
|
Date:
|
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:
February 5, 2010
|
|
/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:
February 5, 2010
|
|
/s/
ROBERT K. EULAU
|
|
Robert
K. Eulau
|
|
Chief
Financial Officer (Principal Financial Officer)
|
|
1.
|
The
Company’s Quarterly Report on Form 10-Q for the period ended January
2, 2010, 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 January
2, 2010, 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.
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/s/
ROBERT K. EULAU
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Robert
K. Eulau
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Executive
Vice President and
Chief
Financial Officer (Principal Financial
Officer)
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