form10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_________________________
 
Form 10-K
 
(Mark One)
 
   
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended October 3, 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
 
Sanmina-SCI Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0228183
(I.R.S. Employer
Identification Number)
   
2700 North First Street, San Jose, CA
(Address of principal executive offices)
95134
(Zip Code)
 
Registrant’s telephone number, including area code:
(408) 964-3500
 
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 Par Value
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes o  No x
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
The aggregate value of Common Stock held by non-affiliates of the Registrant was approximately $152,027,915 as of March 27, 2009 based upon the average of Registrant’s Common Stock reported for such date on the NASDAQ National Market. Shares of Common Stock held by each executive officer and director and by each entity who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes. As of November 19, 2009, the Registrant had outstanding 78,586,977 shares of Common Stock.
 
_________________________
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Certain information is incorporated into Part III of this report by reference to the Proxy Statement for the Registrant’s annual meeting of stockholders to be held on February 8, 2010 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.
 



 
 

SANMINA-SCI CORPORATION
 
INDEX
 
PART I
Item 1.
Business
2
Item 1A.
Risk Factors Affecting Operating Results
25
Item 1B.
Unresolved Staff Comments
39
Item 2.
Properties
40
Item 3.
Legal Proceedings
42
Item 4.
Submission of Matters to a Vote of Security Holders
42
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
43
Item 6.
Selected Financial Data
46
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
47
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
70
Item 8.
Financial Statements and Supplementary Data
71
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
71
Item 9A.
Controls and Procedures
71
Item 9B.
Other Information
72
PART III
Item 10.
Directors and Executive Officers of the Registrant
  72
Item 11.
Executive Compensation
  72
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  72
Item 13.
Certain Relationships and Related Transactions
  72
Item 14.
Principal Accountant Fees and Services
  72
PART IV
Item 15.
Exhibits and Financial Statement Schedules
73
Signatures
135

 
1

 
 
PART I
 
Item 1.  Business
 
Overview
 
We are an independent global provider of customized, integrated electronics manufacturing services, or EMS. We provide these comprehensive services primarily to original equipment manufacturers, or OEMs, in the communications, enterprise computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical, renewable energy and automotive industries. The combination of our advanced technologies, extensive manufacturing expertise and economies of scale enables us to meet the specialized needs of our customers in these markets in a cost-effective manner. We were originally incorporated in Delaware in May 1989 and operate as a single segment.
 
Our end-to-end services in combination with our global expertise in supply chain management enables us to manage our customers’ products throughout their life cycles. These services include:
 
 
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.
 
Our manufacturing services are vertically integrated, allowing us to manufacture key system components and subassemblies for our customers. By manufacturing key system components and subassemblies ourselves, we enhance continuity of supply and reduce costs for our customers. In addition, we are able to have greater control over the production of our customers’ products. System components and subassemblies that we manufacture include high-end printed circuit boards, printed circuit board assemblies, backplanes and backplane assemblies, enclosures, cable assemblies, precision machining, optical components and modules, and memory modules.
 
We manufacture products in 18 countries on five continents. We seek to locate our facilities near our customers and our customers’ end markets in major centers for the electronics industry or in lower cost locations. Many of our plants located near customers and their end markets are focused primarily on final system assembly and test, while our plants located in lower cost areas engage primarily in high volume, less complex component and subsystem manufacturing and assembly.
 

 
2

 
 
We have become one of the largest global EMS providers by capitalizing on our competitive strengths including our:
 
 
end-to-end services;
 
 
product design and engineering resources;
 
 
vertically integrated manufacturing services;
 
 
advanced technologies;
 
 
global capabilities;
 
 
customer-focused organization;
 
 
expertise in serving diverse end markets; and
 
 
experienced management team.
 
Industry Overview
 
EMS companies are the principal beneficiaries of the increased use of outsourced manufacturing services by the electronics and other industries. Outsourced manufacturing refers to an OEM’s use of EMS companies, rather than internal manufacturing capabilities, to manufacture their products. Historically, EMS companies generally manufactured only components or partial assemblies. As the EMS industry has evolved, OEMs have increased their reliance on EMS companies for additional, more complex manufacturing services including design services. Some EMS companies now often manufacture and test complete systems and manage the entire supply chains of their customers. Industry leading EMS companies offer end-to-end services including product design and engineering, manufacturing, final system assembly and test, direct order fulfillment, after-market product service and support, and global supply chain management.
 
We believe increased outsourced manufacturing by OEMs will continue because it allows OEMs to:
 
Reduce Operating Costs and Capital Investment.  In the current economic environment, OEMs are under significant pressure to reduce manufacturing costs and capital expenditures. EMS companies can provide OEMs with flexible, cost-efficient manufacturing services through their manufacturing expertise and more significant economies of scale. In addition, as OEM products have become more technologically advanced, the manufacturing and system test processes have become increasingly automated and complex, requiring significant capital investments. EMS companies enable OEMs to access technologically advanced manufacturing and test equipment and facilities without additional capital expenditures.
 
Focus on Core Competencies.  The electronics industry is highly competitive and subject to rapid technological change. As a result, OEMs increasingly are focusing their resources on activities and technologies in which they expect to add the greatest value. By offering comprehensive manufacturing services and supply chain management, EMS companies enable OEMs to focus on their core competencies including next generation product design and development as well as marketing and sales.
 
Access Leading Design and Engineering Capabilities.  The design and engineering of electronic products has become more complex and sophisticated and in an effort to become more competitive, OEMs are increasingly relying on EMS companies to provide product design and engineering support services. EMS companies’ design and engineering services can provide OEMs with improvements in the performance, cost and time required to bring products to market. EMS companies are providing more sophisticated design and engineering services to OEMs, including the design and engineering of complete products following an OEM’s development of a product concept.
 

 
3

 
 
Improve Supply Chain Management and Purchasing Power.  OEMs face challenges in planning, procuring and managing their inventories efficiently due to fluctuations in customer demand, product design changes, short product life cycles and component price fluctuations. EMS companies employ sophisticated production management systems to manage their procurement and manufacturing processes in an efficient and cost-effective manner so that, where possible, components arrive on a just-in-time, as-and-when needed basis. EMS companies are significant purchasers of electronic components and other raw materials and can capitalize on the economies of scale associated with their relationships with suppliers to negotiate price discounts, obtain components and other raw materials that are in short supply and return excess components. EMS companies’ expertise in supply chain management and their relationships with suppliers across the supply chain enable them to help OEMs reduce their cost of goods sold and inventory exposure.
 
Access Global Manufacturing Services.  OEMs seek to reduce their manufacturing costs by having EMS companies manufacture their products in the lowest cost locations that are appropriate for their products and end customers. OEMs also are increasingly requiring particular products to be manufactured simultaneously in multiple locations, often near end users, to bring products to market more quickly, reduce shipping and logistics costs and to meet local product content requirements. Global EMS companies are able to satisfy these requirements by capitalizing on their geographically dispersed manufacturing facilities, including those in lower cost regions.
 
Accelerate Time to Market.  OEMs face increasingly short product life cycles due to increased competition and rapid technological changes. As a result, OEMs need to reduce the time required to bring their products to market. OEMs often can bring a product to market faster by using an EMS company’s expertise in new product introduction including manufacturing design, engineering support and prototype production. OEMs often can more quickly achieve volume production of their products by capitalizing on an EMS company’s manufacturing expertise, global presence and infrastructure.
 
Competitive Overview
 
We offer our OEM customers end-to-end services that span the entire product life cycle:

 
4

 


Competitive Strengths
 
We believe our competitive strengths differentiate us from our competitors and enable us to better serve the needs of OEMs. Our competitive strengths include:
 

 
5

 
 
End-to-End Services.  We provide services throughout the world to support our customers’ products during their entire life cycle, from product design and engineering, through manufacturing, to direct order fulfillment and after-market product service and support. We believe that our end-to-end services are more comprehensive than the services offered by our competitors because of our focus on adding value before and after the actual manufacturing of our customers’ products. Our end-to-end services enable us to provide our customers with a single source of supply for their EMS needs, reduce the time required to bring products to market, lower product costs and allow our customers to focus on those activities in which they expect to add the highest value. We believe that our end-to-end services allow us to develop closer relationships with our customers and more effectively compete for their future business.
 
Product Design and Engineering Resources.  We provide product design and engineering services for new product designs, cost reductions and design for manufacturability (DFx). Our engineers work with our customers during the complete product life cycle. Our design centers provide hardware, software, ECAD, verification, regulatory, and testing services. We design high speed digital, analog, radio frequency, wired, wireless, optical and electro-mechanical products.
 
Our engineering engagement models include Joint Design Manufacturing (JDM), Contract Design Manufacturing and consulting engineering for DFx, Value Engineering (cost reduction re-design), and design for environmental compliance with the European Union’s Restrictions of Hazardous Substances, or RoHS, and Waste Electrical and Electronic Equipment or WEEE. We focus on industry segments to align with our technology focused markets. Industry segments include Communications, Enterprise Computing and Storage, Medical, Multimedia, Defense & Aerospace, Industrial & Semiconductor Capital Equipment, Renewable Energy and Automotive. System solutions for these industry segments are supported through our vertically integrated component technologies, namely, printed circuit boards, backplanes, enclosures, cable assemblies, precision machining, memory modules and optical modules.
 
In the JDM model, our customers bring market knowledge and product requirements. We offer complete design engineering and new product introductions or NPI services. For JDM products, typically the intellectual property is jointly owned by us and the customer and we realize manufacturing revenue associated with building and shipping the product.
 
Vertically Integrated Manufacturing Services.  We provide a range of vertically integrated manufacturing services. Key system components that we manufacture include complete printed circuit boards and printed circuit board assemblies, backplanes and backplane assemblies, enclosures, cable assemblies, precision machine components, optical modules and memory modules. By manufacturing these system components and subassemblies ourselves, we enhance continuity of supply and reduce costs for our customers. In addition, we are able to have greater control over the production of our customers’ products and retain incremental profit opportunities for us. Examples of products that we manufacture using our full range of services include wireless base stations, network switches, routers and gateways, optical switches, enterprise-class servers and storage appliances, set-top boxes, MRI and computer tomography (CT) scanners, and equipment used in the semiconductor chip manufacturing process, including equipment for photolithography, chemical mechanical polishing, physical vapor deposition, automated handling tools and robotics for wafer transfer.
 

 
6

 
 
Advanced Technologies.  We provide services utilizing advanced technologies which we believe allows us to differentiate ourselves from our competitors. These advanced technologies include the fabrication of complex printed circuit boards and backplanes having over 60 layers and process capabilities for a range of low signal loss, high performance materials, buried capacitors and resistors and high density interconnects using micro via holes that are formed using laser drills. We have added capabilities to manufacture high density flex and rigid-flex PCBs with up to 30 layers and 8 transition layers in support of Defense and Aerospace markets along with high end medical electronics.
 
Our printed circuit board assembly technologies include micro ball grid arrays, fine pitch discretes and small form factor radio frequency and optical components, as well as advanced packaging technologies used in high pin count application specific integrated circuits and network processors. We use innovative design solutions and advanced metal forming techniques to develop and fabricate high-performance indoor and outdoor chassis, enclosures and frames. Our assembly services use advanced technologies including precision optical alignment, multi-axis precision stages and machine vision technologies. We use sophisticated procurement and production management tools to effectively manage inventories for our customers and ourselves. We have also developed build-to-order, or BTO and configure-to-order, or CTO systems that enable us to manufacture and ship finished systems within 48 to 72 hours after receipt of an order. To coordinate the development and introduction of new technologies to meet our customers’ needs in various locations and to increase collaboration among our facilities, we have established a centralized EMS technology council.
 
Global Capabilities.  Most of our customers compete and sell their products on a global basis. As such, they require global solutions that include regional manufacturing for selected end markets, especially when time to market, local manufacturing or content and low cost solutions are critical objectives. Our global network of facilities in 18 countries provides our customers a combination of sites to maximize both the benefits of regional and low cost manufacturing. To manage and coordinate our global operations, we employ an enterprise-wide software system that operates on a single IT platform and provides us with company-wide information regarding component inventories and orders with respect to substantially all of our manufacturing locations. This system enables us to standardize planning and purchasing at the plant level and to optimize inventory management and utilization. Our systems also enable our customers to receive key information regarding the status of individual programs.
 
Customer-Focused Organization.  We believe customer relationships are critical to our success and our organization is focused on providing our customers with responsive services. Our key customer accounts are managed by dedicated account teams including a global business manager directly responsible for account management. Global business managers coordinate activities across divisions to effectively satisfy our customers’ requirements and have direct access to our senior management to quickly address customer concerns. Local customer account teams further support the global teams and are linked by a comprehensive communications and information management infrastructure.
 
Expertise in Serving Diverse End Markets.  We have experience in serving our customers in the communications, enterprise computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical, renewable energy and automotive markets. Our diversification across end markets reduces our dependence upon any one customer or segment. In order to cater to the specialized needs of customers in particular market segments, we have dedicated personnel, and in some cases facilities, with industry-specific capabilities and expertise. We also maintain compliance with industry standards and regulatory requirements applicable to certain markets including, among others, the medical and defense and aerospace sectors.
 
Experienced Management Team.  We believe that one of our principal assets is our experienced management team. Our chief executive officer, Jure Sola, co-founded Sanmina in 1980. Hari Pillai, President and Chief Operating Officer, joined our Company in 1994 and has served in various senior manufacturing management positions since that time. We believe that the significant experience of our management team enables us to capitalize on opportunities in the current business environment.
 

 
7

 
 
Our Business Strategy
 
Our objective is to maintain and enhance our leadership position in the EMS industry. Key elements of our strategy include:
 
Capitalizing on Our Comprehensive Services.  We intend to capitalize on our end-to-end services which we believe will allow us to both sell additional services to our existing customers and attract new customers. Our end-to-end services include product design and engineering, manufacturing, final system assembly and test, direct order fulfillment, after-market product service and support and supply chain management. Our vertically integrated manufacturing services enable us to manufacture additional system components and subassemblies for our customers. When we provide a customer with a number of services, such as component manufacturing or higher value-added services, we are often able to improve our margins and profitability. Consequently, our goal is to increase the number of manufacturing programs for which we provide multiple services. To achieve this goal, our sales and marketing organization seeks to cross-sell our services to customers.
 
Extending Our Technology Capabilities.  We rely on advanced processes and technologies to provide our vertically integrated manufacturing services. We continually strive to improve our manufacturing processes and have adopted a number of quality improvement and measurement techniques to monitor our performance. We work with our customers to anticipate their future manufacturing requirements and align our technology investment activities to meet their needs. We use our design expertise to develop product technology platforms that we can customize by incorporating other components and subassemblies to meet the needs of particular OEMs. These technologies enhance our ability to manufacture complex, high-value added products, allowing us to continue to win business from existing and new customers.
 
Joint Design Manufacturing Solutions.  As a result of customer feedback, and our customers’ desire to manage research and development expenses, we have expanded our product design services to develop systems and components jointly with our customers. In a JDM model, our customers bring market knowledge and product requirements. We offer complete design engineering and NPI services. Our offerings in design engineering include product architecture, development, integration, regulatory and qualification services; while NPI services include quick-turn prototyping, supply chain readiness, functional test development and release to volume production. For JDM products, typically the intellectual property is jointly owned by us and the customer and we realize manufacturing revenue associated with building and shipping the product.
 

 
8

 
 
Continuing to Penetrate Diverse End Markets.  We focus our marketing efforts on major end markets within the electronics industry. We have targeted markets that we believe offer significant growth opportunities and for which OEMs sell complex products that are subject to rapid technological change because the manufacturing of these products requires higher value-added services. Our approach to our target markets is two-fold: we intend to strengthen our significant presence in the communications and enterprise computing markets, and also focus on under-penetrated target markets, including the medical, industrial and semiconductor capital equipment, renewable energy, automotive, and defense and aerospace industries, many of which have not extensively relied upon EMS companies in the past. We intend to continue our diversification across market segments and customers to reduce our dependence on any particular market.
 
Pursuing Strategic Transactions.  We seek to undertake strategic transactions that give us the opportunity to access new customers, manufacturing and service capabilities, technologies and geographic markets, to lower our manufacturing costs and improve margins, and to further develop existing customer relationships. In addition, we plan to continue to pursue OEM divestiture transactions that will augment existing strategic customer relationships with favorable supply agreement terms or build new relationships with customers in attractive end markets. Potential future transactions may include a variety of different business arrangements, including acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and equity or debt investments. We intend to continue to evaluate and pursue strategic opportunities on a highly selective basis.
 
Continuing to Seek Cost Savings and Efficiency Improvements.  We seek to optimize our facilities to provide cost-efficient services for our customers. We maintain extensive operations in lower cost locations, including Latin America, Eastern Europe, China, Southeast Asia and India, and we plan to expand our presence in these lower cost locations as appropriate, to meet the needs of our customers. We believe that we are well positioned to take advantage of future opportunities on a global basis as a result of our vertically integrated manufacturing strategy.
 
Our Products and Services
 
We offer our OEM customers end-to-end services that span the entire product life cycle. Examples of products that we manufacture for OEMs include wireless and wireline communications equipment, high-end computer servers and storage devices, avionics, medical imaging and diagnostic systems and digital satellite set-top boxes. These products may require us to use some or all of our end-to-end services.
 
Product Design and Engineering.  Our design and engineering groups provide customers with design and engineering services from initial product design and detailed product development to production. This group also complements our vertically integrated manufacturing capabilities by providing manufacturing design services for printed circuit boards, backplanes and enclosures. Our offerings in design engineering include product architecture, development, integration, regulatory and qualification services; while NPI services include quick-turn prototype, functional test development and release to volume production.
 

 
9

 
 
We provide initial product development and detailed product design and engineering services for products such as communications base stations, optical switches and modules, set top boxes, network switches and routers, computer server and storage products and medical devices. We follow a well defined product life cycle process during our design and development as follows:
 
Initial Product Development.  We provide a range of design and engineering services to customers to complement their initial product development efforts. During this phase, our design engineers work with our customers’ product development teams to assist with product concepts, selecting key components, cost trade-offs and design reviews.
 
Detailed Product Design.  During the detailed product development phase, we work with our customers’ product development engineers to optimize product designs to improve the efficiency of the manufacturing (Design for Manufacturability) of these products and reduce manufacturing costs. We further analyze product design to improve the ability of tests (Design for Test) used in the manufacturing process to identify product defects and failures. We provide software development support for product development, including installing operating systems on hardware platforms, developing software drivers for electronic devices and developing diagnostic, production test and support software. We design components that are incorporated into our customers’ products including printed circuit boards, backplanes, enclosures and cables assemblies.
 
Pre-production.  After a detailed product design has been completed and the product is released for prototype production, we can build a prototype on a quick turnaround basis. We then analyze the feasibility of manufacturing the product and make any necessary design modifications to the prototype and re-test the prototype to validate its design. We also provide early-stage test development during the prototype phase. We evaluate prototypes to determine if they will meet safety and other standards such as standards published by Underwriters Laboratories, an independent product safety testing and certification organization and other similar domestic and international organizations. We also typically provide low-volume manufacturing to satisfy our customers’ initial needs. We review the material and component content of our customers’ designs with a view to designing in alternative components that may provide cost savings. Our preproduction services help our customers reduce the time required to bring new products to market.
 
Component Technology Design Services.  We provide design and technology support for our vertically integrated system components and subassemblies, including:
 

 
10

 


 
Printed Circuit Board and Backplane Design.  We support our customers with printed circuit board and backplane design and development assistance for optimizing performance, manufacturability and cost factors critical to overall system performance. These printed circuit boards and backplanes incorporate high layer counts and large form factors and are used in complex products such as optical networking products and communications switches. These designs also incorporate component miniaturization technologies and other advanced technologies that increase the number and density of components that can be placed on a printed circuit board. These technologies enable OEMs to provide greater functionality in smaller products. We also provide signal integrity engineering services which enable the transmission of high speed electrical signals through a system while maintaining signal quality and data integrity.
 
Electro-Mechanical Design.  We have mechanical design groups in Canada, USA, Asia, and Israel that design and engineer a variety of electro-mechanical systems for the communications, enterprise computing and storage, multimedia, industrial and semiconductor, defense and aerospace, medical and renewable energy markets.  Our teams of highly skilled designers address structural, thermal, environmental, seismic, power distribution, and interconnect or cabling, and, regulatory compliance or certification requirements for the product and its application environment. In addition to providing conceptual and detailed mechanical design, our offerings include engineering analysis, DFMA (design for manufacturability and assembly), value engineering, project management, engineering documentation and qualification services – thus providing a virtual one-stop service to launch the product. Analysis capabilities cover thermal analysis and testing, stress and vibration analysis, dimensional and tolerance analysis, EMC/EMI analysis, etc. Product designs can involve a wide variety of materials, such as steel, aluminum alloys, injection molded plastics and die-castings. Our design experience covers a range of products, including indoor and outdoor wireless base station cabinets, datacom and computing racks, chassis, frames, enclosures for high-end servers, data storage systems, industrial and medical imaging systems, gaming consoles, gas analysis instrumentation, etc.
 
Manufacturing.  Manufacturing includes our vertically integrated manufacturing services described in greater detail below.
 

 
11

 
 
Printed Circuit Boards.  We have the ability to produce multilayer printed circuit boards on a global basis with high layer counts and fine line circuitry. Our ability to support NPI and quick turn fabrication followed by manufacturing in both North America and Asia allows our customers to accelerate their time to market as well as their time to volume. Standardized processes and procedures make transitioning of products easier for our customers. Our technology roadmaps provide leading edge capabilities and higher yielding processes. Engineering teams are available on a world-wide basis to support designers in DFM analysis and assemblers with field application support.
 
Printed circuit boards are made of fiberglass/resin laminated material layers and contain copper circuits which interconnect and transmit electrical signals among the components that make up electronic devices. Increasing the density of the circuitry in each layer is accomplished by reducing the width of the circuit tracks and placing them closer together in the printed circuit board along with adding layers and via hole structures. We are currently capable of efficiently producing printed circuit boards with up to 60 layers and circuit track widths as narrow as two mils (50 micron) in production volumes. Specialized production equipment along with an in-depth understanding of high performance laminate materials allow for fabrication of some of the largest form factor and highest speed (in excess of 10 gigabits per second, or Gbps) backplanes available in the industry. We have also developed several proprietary technologies and processes which improve electrical performance, connection densities and reliability of printed circuit boards. Some of these technologies, such as Buried Capacitance™, have become industry standards and are licensed to other board fabricators.
 
Printed Circuit Board Assembly and Test.  Printed circuit board assembly involves attaching electronic components, such as integrated circuits, capacitors, microprocessors, resistors and memory modules to printed circuit boards. The most common technologies used to attach components to printed circuit boards employ surface mount technology, or SMT, and pin-through-hole assembly, or PTH. SMT involves the use of an automated assembly system to place and solder components to the printed circuit board. In PTH, components are placed on the printed circuit board by insertion into holes punched in the circuit board. Components also may be attached using press-fit technology in which components are pressed into connectors affixed to the printed circuit board. We use SMT, PTH, press-fit as well as new attachment technologies that are focused on miniaturization and increasing the density of component placement on printed circuit boards. These technologies, which support the needs of our OEM customers to provide greater functionality in smaller products, include chip-scale packaging, ball grid array, direct chip attach and high density interconnect. We perform in-circuit and functional testing of printed circuit board assemblies. In-circuit testing verifies that all components have been properly inserted and attached and that the electrical circuits are complete. We perform functional tests to confirm that the board or assembly operates in accordance with its final design and manufacturing specifications. We either design and procure test fixtures and develop our own test software, or we use our customers’ test fixtures and test software. In addition, we provide environmental stress tests of the board or assembly that are designed to confirm that the board or assembly will meet the environmental stresses, such as heat, to which it will be subject.
 

 
12

 
 
Backplanes and Backplane Assemblies.  Backplanes are very large printed circuit boards that serve as the backbones of sophisticated electronics products and provide interconnections for printed circuit boards, integrated circuits and other electronic components. We fabricate backplanes in our printed circuit board plants. Backplane fabrication is significantly more complex than printed circuit board fabrication due to the large size and thickness of the backplanes. We manufacture backplane assemblies by press fitting high density connectors into plated through holes in the bare backplane. In addition, many of the newer higher technology backplanes require SMT attachment of passive discrete components as well as high pin count ball grid array packages. These advanced assembly processes require specialized equipment and a strong focus on quality and process control. We also perform in-circuit and functional tests on backplane assemblies. We have developed proprietary technology and “know-how” which enables backplanes to run at data rates in excess of 10 Gbps. We currently have capabilities to manufacture backplanes with up to 60 layers in sizes up to 27.5x42 inches and 0.500 inches in thickness, utilizing a wide variety of high performance laminate materials. These are among the largest and most complex commercially manufactured backplanes and we are one of a limited number of manufacturers with these capabilities.
 
Enclosure Systems.  Enclosure systems are used across all major markets to house and protect complex and fragile electronic components, modules and sub-systems, so that the system’s functional performance is not compromised due to mechanical, environmental or any hostile conditions.  Our enclosure manufacturing services include fabrication of cabinets, chassis, frames and racks integrated with various electronic components and sub-systems for power and thermal management, control, sensing and alarm functions.  We manufacture a broad range of enclosures from basic enclosures for low end servers, to large and highly complex enclosures, such as those used in indoor and outdoor wireless base station products.  We serve a variety of end markets, partnering with customers from initial concept development through integration and final system assembly and test. Our enclosure expertise is readily accessible at any of our state-of-the-art facilities that provide metal fabrication, high-volume metal stamping, plastic injection molding, aluminum die-casting and high-capacity welding capabilities - located around the globe in seven dedicated Enclosure facilities.
 
Cable Assemblies.  Cable assemblies are used to connect modules, assemblies and subassemblies in electronic devices. We provide a broad range of cable assembly products and services. We design and manufacture a broad range of high-speed data, radio frequency and fiber optic cabling products. Cable assemblies that we manufacture are often used in large rack systems to interconnect subsystems and modules.
 
Precision Machining.  As part of our mission to provide complete manufacturing solutions to customers, Sanmina-SCI has developed a suite of world-class precision machining services in USA and China. We utilize advanced numerically controlled machined tools enabling the manufacture of components to very tight tolerance standards in clean environments, for equipment that goes into semi-conductor fabs, for example.  Capabilities include medium- and large-format mill and lathe machining, in-house welding (TIG, MIG), aluminum, stainless steel, plastics, ferrous and nonferrous alloys, exotic alloys, in-house helium and hydrostatic leak-test capabilities, expertise in complex milled and lathe components, expertise in developing vacuum chambers, and, expertise in lapping, plating, anodizing, EDM, heat-treating, cleaning, laser inspection, painting and packaging through an established supply chain. We have dedicated facilities supporting machining and complex integration in California, Texas and China with access to a suite of state-of-the-art, computer-controlled machining equipment that can satisfy the most rigorous demands for production and quality.  This equipment includes fully automated “lights-out” machinery that continues production in the absence of human operators.  With some of the largest horizontal milling machines in the United States, we are a supplier of vacuum chamber systems for the semiconductor and flat panel display equipment markets. We also support a number of other markets such as medical, oil and gas exploration, and transportation.

 
13

 
 
Optical Components and Modules.  Optical components are the building blocks of optical systems and include both passive and active components.  Optical modules are integrated subsystems that use a combination of industry standard and/or custom optical components. We are a provider of complete optical systems for customers in telecommunications, networking, and military markets from optical components through the complete optical system. Our experience in optical communications and networking products spans long haul/ultra long haul and metro regions for transport/transmission, as well as access and switching applications, including last mile solutions. Our service offerings for optical communications customers are designed to deliver end-to-end solutions with special focus on system design and industrialization, optical component and module assembly, as well as optical test and integration. In March 2009, in order to increase our optical manufacturing capabilities, we acquired certain optical manufacturing assets, inventories, and employees related to JDS Uniphase Corp’s operations in Shenzhen, China.
 
Memory Modules.  Memory modules are integrated subsystems that use industry standard integrated circuits including Dynamic Random Access Memory (DRAM), non-volatile flash memory, microprocessors and digital signal processors. These solid-state products are sold for a wide range of applications to a broad base of leading OEM’s in multiple market segments such as network infrastructure, embedded computing technologies, defense & aerospace, and enterprise server & storage. We design, develop and manufacture a variety of modular solutions, including standard and custom processor modules, flash memory modules and DRAM modules. In addition, we supply solutions to increase memory component density using our advanced semiconductor packaging solutions. We offer advanced NexMod memory modules that contain multiple Rambus RDRAM® memory layers vertically stacked and mounted to a printed circuit board. NexMod solutions are tailored to high-performance networking customers requiring high bandwidth and low latency in volumetric restrictive system environments. We also provide innovative DDRI, DDRII, and DDRIII DRAM modules utilizing stacked Chip-Scale-Packaging (CSP) technology, Ram-Stack™, offering high densities in ultra small form factors. We integrate both standard and custom modules in the products we manufacture.

Final System Assembly and Test.  We provide final system assembly and test in which assemblies and modules are combined to form complete, finished products. We often integrate printed circuit board assemblies manufactured by us with enclosures, cables and memory modules that we also produce. Our final assembly activities also may involve integrating components and modules that others manufacture. The complex, finished products that we produce typically require extensive test protocols. Our test services include both functional and environmental tests. We also test products for conformity to applicable industry, product integrity and regulatory standards. Our test engineering expertise enables us to design functional test processes that assess critical performance elements including hardware, software and reliability. By incorporating rigorous test processes into the manufacturing process, we can help to assure our customers that their products will function as designed. Products for which we currently provide final system assembly and test include wireless base stations, wireline communications switches, optical networking products, high-end servers, etc.
 

 
14

 
 
Direct Order Fulfillment.  We provide direct order fulfillment for our OEM customers. Direct order fulfillment involves receiving customer orders, configuring products to quickly fill the orders and delivering the products either to the OEM, a distribution channel, such as a retail outlet, or directly to the end customer. We manage our direct order fulfillment processes using a core set of common systems and processes that receive order information from the customer and provide comprehensive supply chain management including procurement and production planning. These systems and processes enable us to process orders for multiple system configurations and varying production quantities including single units. Our direct order fulfillment services include BTO and CTO capabilities. BTO involves building a system having the particular configuration ordered by the OEM customer. CTO involves configuring systems to an end customer’s order. The end customer typically places this order by choosing from a variety of possible system configurations and options. We are capable of meeting a 48 to 72 hour turn-around-time for BTO and CTO by using advanced manufacturing processes and a real-time warehouse management and data control system on the manufacturing floor. We support our direct order fulfillment services with logistics that include delivery of parts and assemblies to the final assembly site, distribution and shipment of finished systems and processing of customer returns. Our systems are sufficiently flexible to support direct order fulfillment for a variety of different products, such as servers, workstations, set-top boxes, medical devices, scanners, printers and monitors.
 
Global Supply Chain Management
 
Supply chain management involves the planning, purchasing and warehousing of product components. The objective of our supply chain management services is to reduce excess component inventory in the supply chain by scheduling deliveries of components at a competitive price and on a just-in-time, as-and-when-needed basis. We use sophisticated production management systems to manage our procurement and manufacturing processes in an efficient and cost effective manner. We collaborate with our customers to enable us to respond to their changing component requirements for their products and to reflect any changes in these requirements in our production management systems. These systems often enable us to forecast future supply and demand imbalances and develop strategies to help our customers manage their component requirements. Our enterprise-wide software systems provide us with company-wide information regarding component inventories and orders to standardize planning and purchasing at the plant level. These systems enable us to transfer product components between plants to respond to changes in customer requirements or to address component or other raw material shortages.
 
We purchase large quantities of electronic components and other raw materials from a range of suppliers. As a result, we often receive volume discounts or other favorable terms from suppliers which can enable us to provide our customers with greater cost reductions than they can obtain themselves. Our supplier relationships often enable us to obtain electronic components and other raw materials that are in short supply or return excess inventories to suppliers even when they are not contractually obligated to accept them.
 

 
15

 

Our End Markets
 
We have targeted markets that we believe offer significant growth opportunities and for which OEMs sell complex products that are subject to rapid technological change. We believe that markets involving complex, rapidly changing products offer us opportunities to produce products with higher margins because these products require higher value-added manufacturing services and may also include our advanced vertically integrated components. Our approach to our target markets is two-fold—we intend to strengthen our significant presence in the communications and enterprise computing and storage markets market, while also focusing on other under-penetrated target markets, including the medical, automotive, industrial and semiconductor capital equipment, and defense and aerospace, and renewable energy industries, many of which have not extensively relied upon EMS companies in the past. Our diversification across market segments and customers helps mitigate our dependence on any particular market.
 
Communications Infrastructure: Wireless and Wireline Access, Optical and Wireline Transmission and Switching and Enterprise Networking.  In the communications sector, we focus on infrastructure equipment. This includes wireless and wireline access and transmission systems, optical networking and transmission and enterprise networking systems. Our product design and engineering staff has extensive experience designing and industrializing advanced communications products and components for these markets. Products we manufacture include point-to-point microwave systems, wireless base stations, satellite receivers and various radio frequency appliances, optical switches and transmission hardware and wireline access equipment including switches and routers among others. We also manufacture optical and microelectronic components which are a key component in many of these products.
 
Enterprise Computing and Storage.  We provide CTO and BTO services to the enterprise computing and storage market. We tightly couple our vertically integrated supply chain with manufacturing and logistics allowing for assembly and distribution of products to be completed more quickly with high quality standards and at low cost. Our vertical integration capabilities include racks, enclosures, cables, complex multi-layer printed circuit boards, printed circuit assemblies and backplanes. In addition, we have designed and developed some of the most compact and powerful storage devices available on the market today which we have coupled with our global, vertically integrated supply chain and manufacturing capabilities to deliver true end-to-end, no touch, cost-effective data storage solutions.
 
Multimedia.  We manufacture digital set-top boxes, point of sale equipment, digital cameras, digital home gateways, professional audio-video equipment and internet protocol entertainment devices. For our multimedia OEM customers, we manage the production process for multimedia products including product design and engineering, test development, supply chain management, manufacturing of printed circuit boards and assemblies, final system assembly and test and direct order fulfillment including our BTO and CTO capabilities and repair services.
 

 
16

 
 
Industrial and Semiconductor Systems.  Our expertise in manufacturing highly complex systems includes production of industrial and semiconductor capital equipment, front-end environmental chambers, computer controllers and test and inspection equipment. We also have significant experience in manufacturing highly complex systems such as, process chambers, photolithography tools, etch tools, wafer handling interfaces, flat panel display test and repair equipment, chem-mech planarization tools, optical inspection and x-ray equipment, explosive detection equipment, and large format printing plate machines.

Defense and Aerospace.  We offer our end-to-end services to the defense and aerospace industry. We believe that this industry currently represents a significant growth opportunity for us due in part to the growing desire of defense and aerospace OEMs to outsource non-core manufacturing activities in order to reduce costs. We believe our experience in serving the aerospace industry, as well as our product design and engineering capabilities, represent key competitive strengths for us in the defense and aerospace market. Defense and aerospace products that we design and manufacture include avionics systems, weapons guidance systems, cockpit communications systems, tactical and secure network communications systems and detection systems for homeland defense and space systems.

Medical.  We provide comprehensive manufacturing and related services to the medical industry including design, logistics and regulatory approval support. The manufacturing of products for the medical industry often requires compliance with domestic and foreign regulations including the Food and Drug Administration’s or FDA’s quality system regulations and the European Union’s medical device directive. In addition to complying with these standards, our medical manufacturing facilities comply with ISO 13485 (formerly EN 46002) and ISO 9001:2000. Sanmina manufactures a broad range of medical systems including blood glucose meters, computed tomography scanners, respiration systems, blood analyzers, cosmetic surgery systems, thermo-regulation devices and ultrasound imaging systems.
 
Renewable Energy. We are committed to serving companies leading the energy revolution in the solar, wind, fuel cell, battery systems and clean tech (LED lighting and smart meters) industries.  We leverage traditional electronics manufacturing services (EMS) for renewable energy customers in areas related to power electronics, control and distribution, smart meters and full-system integration. Beyond traditional EMS, our extensive range of electro-mechanical design and complex system manufacturing capabilities are an excellent fit across all the renewable energy segment products. Manufacturing operations are strategically located in close proximity to renewable energy “hot spots” such as Western and Southwestern United States, Brazil, Germany, Israel, China and India.
 
Automotive.  In the automotive industry, we manufacture different types of sensors, body controllers, engine control units, radios, HVAC control heads and blower modules as well as cables for entertainment solutions. We also provide design support, product and process qualification, manufacturing, supply chain management, supplier quality assurance and end-of-life services. All our automotive dedicated factories are TS 16949 certified and provide printed circuit boards, printed circuit board assemblies and cables as well as final systems.
 

 
17

 

Customers
 
A relatively small number of customers have historically been responsible for a significant portion of our net sales. Sales to our ten largest customers represented approximately 48%,of our net sales in each of 2009, 2008 and 2007, respectively. For 2009 and 2008, no customer represented 10% or more of our net sales. For 2007, one customer represented 10.4% of our net sales.
 
We seek to establish and maintain long-term relationships with our customers and have served many of our principal customers for several years. Historically, we have had substantial recurring sales from existing customers. We have also expanded our customer base through acquisitions and our marketing and sales efforts. We have been successful in broadening relationships with customers by providing vertically integrated products and services as well as multiple products and services in multiple locations.
 
We typically enter into supply agreements with our major OEM customers with terms ranging from three to five years. Some of these supply agreements were entered into in connection with divestiture transactions which are transactions in which we also acquire plants, equipment and inventory from the OEM. In these divestiture-related supply agreements, the customer typically agrees to purchase from us its requirements for particular products in particular geographic areas and for a specific period of time. Our OEM customer supply agreements that were not entered into in connection with divestitures typically do not require the customer to purchase their product requirements from us and in these cases, customers may have alternate sources of supply available to them. Our supply agreements with our OEM customers generally do not obligate the customer to purchase minimum quantities of products. However, the customer typically remains liable for the cost of the materials and components that we have ordered to meet the customer’s production forecast but which are not used, provided that the material was ordered in accordance with an agreed-upon procurement plan. In some cases, the procurement plan contains provisions regarding the types of materials for which our customers will assume responsibility. Our supply agreements typically contain provisions permitting cancellation and rescheduling of orders upon notice and subject, in some cases, to cancellation and rescheduling charges. Order cancellation charges typically vary by product type and depend upon how far in advance of shipment a customer notifies us of the cancellation of an order. In some circumstances, our supply agreements with customers provide for cost reduction objectives during the term of the agreement.
 
We generally do not obtain firm, long-term commitments from our customers under supply agreements. As a result, customers can cancel their orders, change production quantities or delay orders. Uncertain economic conditions and our general lack of long-term purchase contracts with our customers make it difficult for us to accurately predict revenue over the long-term. Even in those cases in which customers are contractually obligated to purchase products from us or repurchase unused inventory from us that we have ordered for them, we may elect not to immediately enforce our contractual rights because of the long-term nature of our customer relationships and for other business reasons and may instead, negotiate accommodations with customers regarding particular situations.
 

 
18

 

Backlog
 
We generally do not obtain firm, long-term commitments from our customers. Instead, our procurement of inventory and our manufacturing activities are based primarily on forecasts provided from our customers. This enables us to minimize the time lapse between receipt of a customer’s order and delivery of product to the customer. OEM customers typically do not make firm orders for the delivery of products more than thirty to ninety days in advance. Additionally, customers may cancel or postpone scheduled deliveries, generally without significant penalty. Therefore, we do not believe that the backlog of expected product sales covered by firm orders is a meaningful measure of future sales.
 
Marketing and Sales
 
Our sales efforts are organized and managed on a regional basis with regional sales managers in geographic regions in the United States and internationally.
 
We develop relationships with our customers and market our vertically integrated manufacturing services through our direct sales force, customer support specialists and representative firms. Our sales resources are directed at multiple management and staff levels within target accounts. Our direct sales personnel and representative firms work closely with the customers’ engineering and technical personnel to better understand their requirements. Our marketing and sales staff supports our business strategy of providing end-to-end services by encouraging cross-selling of vertically integrated manufacturing services and component manufacturing across a broad range of major OEM products. To achieve this objective, our marketing and sales staff works closely with our various manufacturing and design and engineering groups and engages in marketing and sales activities targeted towards key customer opportunities.
 
Each of our key customer accounts is managed by a dedicated account team including a global business manager directly responsible for account management. Global business managers coordinate activities across divisions to effectively satisfy customer requirements and have direct access to our senior management to quickly address customer concerns. Local customer account teams further support the global teams and are linked by a comprehensive communications and information management infrastructure.
 
Information concerning the geographic distribution of our sales can be found in note 16 of the notes to our consolidated financial statements.
 

 
19

 

Competition
 
We face competition from other major global EMS companies such as Celestica, Inc., Flextronics International Ltd., Hon Hai (Foxconn), and Jabil Circuit, Inc., as well as other EMS companies that often have a regional product, service or industry specific focus. In addition, our potential customers may also compare the benefits of outsourcing their manufacturing to us with the merits of manufacturing products themselves.
 
We compete with different companies depending on the type of service or geographic area. We believe that the primary competitive factors in our industry include manufacturing technology, quality, delivery, responsiveness, provision of value-added services and price. We believe our primary competitive strengths include our ability to provide global end-to-end services, our product design and engineering resources, our advanced technologies, our high quality manufacturing assembly and test services, our customer focus, our expertise in serving diverse end markets and experienced management team.
 
Intellectual Property
 
We hold various United States and foreign patents primarily related to printed circuit board technologies, methods of manufacturing printed circuit boards, enclosures, memory modules and enterprise computing (servers and storage). For other proprietary processes, we rely primarily on trade secret protection. We also have registered trademarks in the United States and many other countries throughout the world.
 
From time to time, we receive communications from third parties that include assertions with respect to intellectual property rights. Although we have no knowledge that our products and/or services infringe upon the intellectual property rights of third parties in any material respect, we cannot assure you that third parties will not assert infringement claims against us in the future. If such an assertion were to be made, it may become necessary or useful for us to enter into licensing arrangements or to resolve such an issue through litigation. However, we cannot assure you that such license rights would be available to us on commercially acceptable terms, if at all, or that any such litigation would be resolved favorably. Additionally, such litigation could be lengthy and costly and could materially affect our financial condition regardless of the outcome of such litigation.
 
Environmental Controls
 
We are subject to a variety of local, state and federal environmental laws and regulations in the United States, as well as foreign laws and regulations relating to the treatment, storage, use, discharge, emission and disposal of chemicals, solid waste and other hazardous materials used during our manufacturing processes. We are also subject to occupational safety and health laws, product take back, product labeling and product content requirements. Proper waste disposal is a major consideration in particular for printed circuit board manufacturers because metals and chemicals are used in the manufacturing process. Water used in the printed circuit board manufacturing process must be treated to remove metal particles and other contaminants before it can be discharged into municipal sanitary sewer systems. We operate on-site wastewater treatment systems at our printed circuit board manufacturing plants in order to treat wastewater generated in the fabrication process.

 
20

 
 
In addition, although the electronics assembly process generates significantly less wastewater than printed circuit board fabrication, maintenance of environmental controls is also important in the electronics assembly process because such operations can generate lead dust. Upon vacating a facility, we are responsible for remediating the lead dust from the interior of the manufacturing facility. Although there are no applicable standards for lead dust remediation in manufacturing facilities, we endeavor to make efforts to remove the residues. To date, lead dust remediation costs have not been material to our operations. We also monitor for airborne concentrations of lead in our buildings and are not aware of any significant lead concentrations in excess of the applicable OSHA or other local standards.

We have a range of corporate programs in place with regard to environmental compliance and reduction of the use of hazardous materials in manufacturing. In the environmental compliance area, we have developed corporate-wide standardized environmental management systems, auditing programs and policies to enable us to better manage environmental compliance activities. Our facilities are also certified under ISO 14001, a set of standards and procedures relating to environmental compliance management. In addition, the electronics industry is subject to the European Union’s Restrictions of Hazardous Substances, or RoHS, and Waste Electrical and Electronic Equipment, or WEEE, directives which took effect beginning in July 2006. Parallel initiatives have been adopted in other jurisdictions, including several states in the United States and the Peoples’ Republic of China. RoHS limits the use of lead, mercury and certain other specified substances in electronics products and WEEE requires producers to assume responsibility for the collection, recycling and management of waste electronic products and components. We have implemented procedures to make our manufacturing process compliant with RoHS and the European Union's Registration, Evaluation and Authorization of Chemicals (REACH) legislation and we believe products sold by us into countries with restrictions on the concentrations of hazardous materials contained in those products comply with such restrictions. In the case of WEEE, the compliance responsibility rests primarily with OEMs rather than with EMS companies.

Asbestos containing materials, or ACM, are present at several of our manufacturing facilities. Although the ACM is being managed and controls have been put in place pursuant to ACM operations and maintenance plans, the presence of ACM could give rise to remediation obligations and other liabilities. No third-party claims relating to ACM have been brought at this time.

 
21

 
 
Our plants generally operate under environmental permits issued by governmental authorities. For the most part, these permits must be renewed periodically and are subject to revocation in the event of violations of environmental laws. Any such revocation could require us to cease or limit production at one or more of our facilities, thereby having an adverse impact on our results of operations. We have not experienced any material revocations to date.

Primarily as a result of certain of our acquisitions, we have incurred liabilities associated with environmental contamination at certain of our facilities. These liabilities relate to ongoing investigation and remediation activities at a number of sites, including our facilities located in Irvine, California (a former facility acquired as part of our acquisition of Elexsys); Owego, New York (a current facility that we acquired with our acquisition of Hadco Corporation); Derry, New Hampshire (a non-operating facility of Hadco), Fort Lauderdale, Florida (a former facility of Hadco) and Phoenix, Arizona (a site we acquired with our acquisition of Hadco). We have been named in a lawsuit alleging operations at our former facility in Santa Ana, California contributed to groundwater contamination. There can be no assurance that other similar third-party claims will not arise and will not result in material liability to us. In addition, there are some sites, including our facility in Gunzenhausen, Germany (acquired from Alcatel) that are known to have groundwater contamination caused by a third-party, and that third-party has provided indemnity to us for the liability.

We have also been named as a potentially responsible party at a contaminated disposal site, operated by another party at the Casmalia Resources site as a result of the past disposal of hazardous waste by companies we have acquired or by our corporate predecessors. Although liabilities for such historic disposal activities have not materially affected our financial condition to date, we cannot assure you that past disposal activities will not result in liability that will materially affect us in the future.

We use environmental consultants primarily for risk assessments and remediation, including remedial investigation and feasibility studies, remedial action planning and design, and site remediation. These consultants provide information to us regarding the nature and extent of site contamination, acceptable remediation alternatives, and estimated costs associated with each remediation alternative. This information is considered by us, together with other information, when determining the appropriate amount to accrue for environmental liabilities.
 
Employees
 
As of October 3, 2009, we had 38,602 employees, including 6,904 temporary employees. None of our U.S. employees are represented by a labor union. In some international locations, particularly in Western Europe, Latin America and the Middle East, our employees are represented by labor unions on either a national or plant level or are subject to collective bargaining agreements. Some Western European countries and Latin American countries also have mandatory legal provisions regarding terms of employment, severance compensation and other conditions of employment that are more restrictive than U.S. laws. We believe our relationship with our employees is good.
 

 
22

 
 
Available Information
 
Our Internet address is http://www.sanmina-sci.com. We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. All reports we file with the SEC are also available free of charge via EDGAR through the SEC’s website at http://www.sec.gov.
 
EXECUTIVE OFFICERS
 
The following table sets forth the name, position and age of our current executive officers and their ages as of October 3, 2009.
 
Name
Age
 
Position
 
Jure Sola
58
Chairman of the Board and Chief Executive Officer
Hari Pillai
49
President and Chief Operating Officer
Robert K. Eulau
48
Executive Vice President and Chief Financial Officer
Michael Tyler
53
Executive Vice President, General Counsel and Corporate Secretary
Dennis Young
58
Executive Vice President of Worldwide Sales and Marketing
David Pulatie
67
Executive Vice President of Global Human Resources
 
Jure Sola has served as our chief executive officer since April 1991, as chairman of our board of directors from April 1991 to December 2001 and from December 2002 to present, and co-chairman of our board of directors from December 2001 to December 2002. In 1980, Mr. Sola co-founded Sanmina and initially held the position of vice president of sales. In October 1987, he became our vice president and general manager, responsible for manufacturing operations and sales and marketing and was president from October 1989 to March 1996.
 
Hari Pillai joined us in 1994 and has served in manufacturing management positions since that time. In January 2002, Mr. Pillai was appointed president and general manager of our EMS division and in October 2004 was appointed president, global EMS operations. In October 2008, Mr. Pillai was promoted to President and Chief Operating Officer.
 

 
23

 
 
Robert K. Eulau has served as our executive vice president and chief financial officer since September 14, 2009. Prior to joining us, he served as executive vice president, chief operating officer and chief financial officer of privately-owned Alien Technology Corporation, a developer of radio frequency identification products, from March 2006 through June 2008. Previously, he was senior vice president and chief financial officer of publicly-traded Rambus Inc., a technology licensing company, from May 2001 through March 2006. Prior to Rambus, Mr. Eulau served over 15 years with Hewlett Packard Company in various leadership roles, including vice president and chief financial officer of HP’s Business Customer Organization,  and vice president and chief financial officer of HP’s Computing Products business.
 
Michael Tyler has served as our executive vice president and general counsel since April 2007. Mr. Tyler became our corporate secretary in June 2007. Prior to joining us, he was senior vice president, chief legal and administrative officer of Gateway, Inc., a major personal computer manufacturer, where he was employed from 2000-2007. Prior to that, he served as senior corporate counsel International, at Northrop Grumman Corporation from 1995 to 2000, as an associate at the law firm Heller, Ehrman, White & McAuliffe from 1991 to 1995, and as a law clerk for the United States Court of Appeals for the Ninth Circuit from 1987 to 1988.
 
Dennis Young has served as executive vice president of worldwide sales and marketing since March 2003. Prior to joining us, Mr. Young was senior vice president of sales from May 2002 to March 2003 and vice president of sales from March 1998 to May 2002 of Pioneer-Standard Electronics, a provider of industrial and consumer electronic products.
 
David Pulatie has served as executive vice president of global human resources since December 2008. Prior to that, he was senior vice president of human resources for Phelps Dodge Corporation, a mining concern, from March 1999 until January 2006. Previously, Mr. Pulatie had spent over 33 years in progressive U.S. and international senior human resources positions at Motorola, Inc., an electronics manufacturer, most recently as senior vice president, HR Government Relations.

 
24

 

Item 1A.  Risk Factors

Continued adverse market conditions in the electronics industry could reduce our future sales and earnings per share.

The business environment in the electronics industry is challenging due to adverse worldwide economic conditions. There has been an erosion of global consumer confidence amidst concerns over declining asset values, inflation, volatility in energy costs, geopolitical issues, the availability and cost of credit, rising unemployment, and the stability and solvency of financial institutions, financial markets, businesses, and sovereign nations. These concerns have slowed global economic growth and have resulted in recessions in many countries, including in the U.S., Europe and certain countries in Asia. The conditions have resulted, and may result in the future, in our customers delaying purchases of the products we manufacture for them and our customers placing purchase orders for lower volumes of products than previously experienced or anticipated. We cannot accurately predict future levels of demand for our customers’ electronics products. Consequently, our past operating results, earnings and cash flows may not be indicative of our future operating results, earnings and cash flows.

If these economic conditions continue to persist or worsen, in addition to our customers or potential customers reducing or delaying orders, a number of other negative effects on our business could result, including the insolvency of key suppliers, which could result in production delays, shorter payment terms from suppliers due to reduced availability of credit default insurance in the market, the inability of customers to obtain credit, and the insolvency of one or more customers. Any of these effects could impact our ability to effectively manage inventory levels and collect receivables, increase our need for cash, and decrease our net revenue and profitability.

Many of the industries to which we provide products have recently experienced significant financial difficulty, with some of the participants filing for bankruptcy. Such significant financial difficulty, if experienced by one or more of our customers, may negatively affect our business due to the decreased demand of these financially distressed customers, the potential inability of these companies to make full payment on amounts owed to us, or both. For example, one of our customers, Nortel Networks, has filed a petition for reorganization under bankruptcy law. As a result of this filing, in the first quarter of 2009, we reversed revenue and recorded an inventory provision in an aggregate amount of $10 million with respect to this customer.

We are subject to intense competition in the EMS industry which could cause us to lose sales and therefore hurt our financial performance.
 
The EMS industry is highly competitive and the industry has been experiencing an increase in excess manufacturing capacity, particularly in light of slowing U.S. and international economies. Our competitors include major global EMS providers such as Celestica, Inc., Flextronics International Ltd., Hon Hai (Foxconn) and Jabil Circuit, Inc., as well as other EMS companies that have a regional, product, service or industry specific focus. Some of these companies have greater manufacturing and financial resources than we do. We also face competition from current and potential OEM customers who may elect to manufacture their own products internally rather than outsourcing to EMS providers.
 
We may not be able to offer prices as low as some of our competitors because those competitors may have lower operating costs as a result of their geographic location or the services they provide or because these competitors are willing to provide EMS services at prices that result in lower gross margins in order to utilize more of their capacity. If we are unable or unwilling to offer prices that are competitive with other EMS companies, our net sales may decline. We have experienced instances in which customers have transferred all or certain portions of their business to competitors in response to more attractive pricing quotations than we have been willing to offer to retain such customers, and there can be no assurance that we will not lose business in the future in response to such competitive pricing or other inducements which may be offered by our competitors.
 

 
25

 

Our operating results are subject to significant uncertainties, which make predictability of our future sales and net income difficult.
 
Our operating results are subject to significant uncertainties, including:
 
 
conditions in the economy as a whole and in the electronics industry;
 
 
timing of orders from customers and the accuracy of their forecasts;
 
 
timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;
 
 
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 effectively plan production and manage our inventory and fixed assets;
 
 
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 and while controlling costs related to the closure of facilities and employee severance;
 
 
pricing and other competitive pressures;
 
 
fluctuations in component prices;
 
 
political and economic developments in countries in which we have operations;
 
 
component shortages, which could cause us to be unable to meet customer delivery schedules;
 
 
timing of new product development by our customers which creates demand for our services; and
 
 
levels of demand in the end markets served by our customers.
 

 
26

 
 
A portion of our operating expenses is relatively fixed in nature and planned expenditures are based in part on anticipated orders, which are difficult to predict. If we do not receive anticipated orders as expected, our profitability will decline. Moreover, our ability to reduce our costs as a result of current or future restructuring efforts may be limited because consolidation of operations can be a costly and lengthy process to complete.
 
Consolidation in the electronics industry may adversely affect our business by increasing competition or customer buying power and increasing prices we pay for components.
 
Consolidation in the electronics industry among our customers, our suppliers and/or our competitors may increase as companies combine to achieve further economies of scale and other synergies, especially in light of the worldwide economic downturn. Consolidation in the electronics industry could result in an increasing number of very large electronics companies offering products in multiple sectors of the electronics industry. The significant purchasing and market power of these large companies could increase competitive pressures on us. In addition, if one of our customers is acquired by another company that does not rely on us to provide EMS services either because it has its own production facilities or relies on another provider of similar services, we may lose that customer’s business. There can be no assurance the new owner of our customer will continue to purchase products from us after the acquisition has been completed. In addition, consolidation in the electronics industry may also result in excess manufacturing capacity among EMS companies, which could drive our profitability down. Similarly, consolidation among our suppliers could result in a sole or limited source for certain components used in our customers’ products. Any such consolidation could cause us to be required to pay increased prices for such components, which would reduce our gross margin and profitability.

Our early redemptions of debt and repurchases of stock have reduced our working capital and liquidity.
 
During 2009, we repurchased $46.9 million of our debt in the open market and we also repurchased 10.1 million shares of our common stock for an aggregate of $29.2 million. Further, on November 16, 2009, we redeemed our remaining outstanding debt due in 2010 for $175.7 million plus accrued interest. These repurchases have reduced our working capital. Although the redemptions of debt improve our operating results by reducing our interest expense, the redemptions and stock repurchases have reduced our liquidity. If we should repurchase or redeem additional debt or equity, our working capital and liquidity would be further reduced.
 

 
27

 

Adverse changes in the key end markets we target could harm our business by reducing our sales.
 
We provide EMS services to companies that sell products in the communications, computing and storage, multimedia, industrial and semiconductor systems, defense and aerospace, medical and automotive sectors of the electronics industry. Adverse changes in these markets could reduce demand for our customers’ products and make these customers more sensitive to the cost of our EMS services, either of which could reduce our sales, gross margins and net income. Factors affecting any of our customers’ industries in general, or our customers in particular, could seriously harm our business. These factors include:
 
 
short product life cycles leading to continuing new requirements and specifications for our customers products, the failure of which to meet 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.
 
We rely on a relatively small number of customers for a substantial portion of our sales, and declines in sales to these customers would reduce our net sales and net income.

Although no single customer generates 10% or more of our sales, a significant portion of our sales is generated by a small number of customers. Sales to our ten largest customers represented 48.0% of our net sales during fiscal 2009. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our sales. Consolidation among our customers may further concentrate our business in a limited number of customers and expose us to increased risks related to dependence on a small number of customers. In addition, a significant reduction in sales to any of our large customers or significant pricing and margin pressures exerted by a customer would adversely affect our operating results. In the past, some of our large customers have significantly reduced or delayed the volume of manufacturing services ordered from us as a result of changes in their business, consolidations or divestitures or for other reasons. In particular, certain of our customers have from time to time entered into manufacturing divestiture transactions with other EMS companies, and such transactions could adversely affect our revenues with these customers. We cannot assure you that present or future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us, any of which would reduce our net sales and net income.

 
28

 

We generally do not obtain long-term volume purchase commitments from customers and, therefore, cancellations, reductions in production quantities and delays in production by our customers could reduce our sales and net income.
 
We generally do not obtain firm, long-term purchase commitments from our customers. As a result, customers may cancel their orders, reduce production quantities or delay production for a number of reasons. In the event our customers experience significant decreases in demand for their products and services, our customers may cancel orders, delay the delivery of some of the products that we manufacture or place purchase orders for fewer products than we previously anticipated. Even when our customers are contractually obligated to purchase products from us, we may be unable or, for other business reasons, choose not to enforce our contractual rights. Cancellations, reductions or delays of orders by customers would:
 
 
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.
 
In addition, customers are increasingly requiring that we transfer the manufacturing of their products from one facility to another to achieve cost reductions and other objectives. These transfers have resulted in increased costs to us due to facility downtime or less than optimal utilization of our manufacturing capacity. These transfers also have required us to close or reduce operations at certain facilities, particularly those in high cost locations such as the United States, Canada and Western Europe, and as a result we have incurred significant costs for the closure of facilities, employee severance and related matters. We also have encountered occasional delays and complications related to the transition of manufacturing programs to new locations. We may be required to relocate our manufacturing operations in the future and, accordingly, we may incur additional costs that decrease our net income.
 
We may experience component shortages, which could cause us to delay shipments to customers and reduce our sales and net income.
 
We are dependent on certain suppliers, including limited and sole source suppliers, to provide key components we incorporate into our products. We have experienced in the past, and may experience in the future, delays in component deliveries, which in turn could cause delays in product shipments and require the redesign of certain products. In particular, we have experienced shortages of application-specific integrated circuits, capacitors and connectors as well as other components. Unanticipated component shortages prevent us from making scheduled shipments to customers and could cause us to experience a shortfall in sales, increase our costs and adversely affect our relationship with the affected customer and our reputation generally as a reliable service provider. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. In addition, we may purchase components in advance of our requirements for those components as a result of a threatened or anticipated shortage. In this event, we may incur additional inventory carrying costs, for which we may not be compensated, and have a heightened risk of exposure to inventory obsolescence. As a result, component shortages could adversely affect our operating results for a particular period due to the resulting sales shortfall and increased manufacturing or component costs.
 

 
29

 

If demand for our higher-end, higher margin manufacturing services does not increase, our future gross margins and operating results may be lower than expected.
 
We typically earn lower gross margins when we provide less complex EMS services. In addition, we experience continued pressure from OEMs to reduce prices, and competition remains intense. Pricing pressure is typically more intense for less complex, lower margin EMS services. This price competition has affected, and could continue to adversely affect, our gross margins. If demand for our higher-end, higher margin manufacturing services does not increase in the future, our gross margins and operating results in future periods may be lower than expected.
 
 
We are subject to risks arising from our international operations.

We conduct our international operations primarily in Asia, Latin America, Canada and Europe, and we continue to consider additional opportunities to make foreign acquisitions and construct new foreign facilities. We generated 76.9% of our net sales from non-U.S. operations during 2009, and a significant portion of our manufacturing material was provided by international suppliers during this period. As a result of our international operations, we are affected by economic and political conditions in foreign countries, including:

·        the imposition of government controls;

·        difficulties in obtaining or complying with export license requirements;

·        political and economic instability, including armed conflicts;

·        trade restrictions;

·        changes in tariffs;

·        labor unrest and difficulties in staffing;

·        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;

·        compliance with U.S. and foreign laws concerning trade;

·        excess costs associated with reducing employment or shutting down facilities;

·        misappropriation of intellectual property; and

·        constraints on our ability to maintain or increase prices.

 
30

 
 
Our operations in certain foreign locations receive favorable income tax treatment in the form of tax holidays or other incentives. In the event that such tax holidays or other incentives are not extended, are repealed, or we no longer qualify for such programs, our taxes may increase, which would reduce our net income.
 
Additionally, certain foreign jurisdictions restrict the amount of cash that can be transferred to the U.S or impose taxes and penalties on such transfers of cash. To the extent we have excess cash in foreign locations that could be used in, or is needed by, our U.S. operations, we may incur significant penalties and/or taxes to repatriate these funds.

To respond to competitive pressures and customer requirements, we may further expand internationally in lower cost locations, particularly in Asia, Eastern Europe and Latin America. As we pursue continued expansion in these locations, we may incur additional capital expenditures. In addition, the cost structure in certain countries that are now considered to be favorable may increase as economies develop or as such countries join multinational economic communities or organizations, causing local wages to rise. As a result, we may need to continue to seek new locations with lower costs and the employee and infrastructure base to support electronics manufacturing. We cannot assure you that we will realize the anticipated strategic benefits of our international operations or that our international operations will contribute positively to our operating results.

We can experience losses due to foreign exchange rate fluctuations, which would reduce our net income.

Because we manufacture and sell a substantial portion of our products abroad, our operating costs are subject to fluctuations in foreign currency exchange rates. Specifically, if the U.S. dollar weakens against the foreign currencies in which we denominate certain of our trade accounts payable, fixed purchase obligations and other expenses, the U.S. dollar equivalent of such expenses would increase. We use financial instruments, primarily short-term foreign currency forward contracts, to hedge certain forecasted foreign currency commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations. Our foreign currency hedging activities depend largely upon the accuracy of our forecasts of future sales, expenses and monetary assets and liabilities. As such, our foreign currency forward contracts may exceed or not cover our full exposure to exchange rate fluctuations. If these hedging activities are not successful, we may experience significant unexpected expenses from fluctuations in exchange rates. Although we believe our foreign exchange hedging policies are reasonable and prudent under the circumstances, we can provide no assurances that we will not experience losses arising from unhedged currency fluctuations in the future, which could be significant.

 
31

 

Unanticipated changes in our tax rates or exposure to additional income tax liabilities could increase our taxes and decrease our net income.
 
We are subject to income taxes in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and, in the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Our effective tax rates could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and other factors. Our tax determinations are regularly subject to audit by tax authorities and developments in those audits could adversely affect our income tax provision. Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions which could lead to an increase in our taxes payable and a decrease in our net income.

We may be unable to obtain sufficient financing to maintain or expand our operations, which may cause our stock price to fall and reduce the business our customers and vendors do with us.

In order to allow us to better manage our working capital requirements, we entered into a five-year $135 million credit facility in November 2008. Should we need additional sources of liquidity above and beyond such facility, we cannot be certain that financing will be available on acceptable terms or at all. In addition, although we seek high quality counterparties for our financing arrangements, there can be no assurance that any such counterparty will be able to provide credit when and as required by our current or future financing arrangements. If additional financing, including an expansion of the existing credit facility, is not available when required, our ability to maintain or increase our rates of production, expand our manufacturing capacity or refinance our outstanding debt will be harmed, which could cause our stock price to fall and reduce our customers’ and vendors’ willingness to do business with us.

If we are unable to comply with the covenants in our credit arrangements, our outstanding debt could become immediately payable.

Our debt agreements do not contain financial covenants currently applicable to us, but do include a number of restrictive covenants, including prohibitions on incurring additional debt, making investments and other restricted payments, paying dividends and redeeming or repurchasing capital stock and debt, subject to certain exceptions. In addition, such agreements include affirmative covenants requiring, among other things, that we file quarterly and annual financial statements with the SEC. If we are not able to comply with all of these covenants, for any reason, some or all of our outstanding debt could become immediately due and payable and the incurrence of additional debt under the new credit facility would not be allowed. If our cash is utilized to repay outstanding debt, we could experience an immediate and significant reduction in working capital available to operate our business.

 
32

 

Our failure to comply with applicable environmental laws could adversely affect our business by causing us to pay significant amounts for clean up of hazardous materials or for damages or fines.
 
We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances and wastes in the ordinary course of our manufacturing operations. We also are subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and the obligations of a manufacturer to dispose of these products after end users have finished using them. If we violate environmental laws, we may be held liable for damages and the costs of remedial actions and we may be subject to revocation of permits necessary to conduct our businesses. We cannot assure you that we will not violate environmental laws and regulations in the future as a result of human error, equipment failure or other causes. Although we estimate our potential liability with respect to violations or alleged violations and accrue for such liability, we cannot assure you that our accruals will be sufficient to cover the actual costs we incur as a result of these violations or alleged violations. Our failure to comply with applicable environmental laws and regulations could limit our ability to expand facilities or could require us to acquire costly equipment or to incur other significant expenses to comply with these laws and regulations.
 
Asbestos containing materials, or ACM are present at several of our manufacturing facilities. Although the ACM is being managed and controls have been put in place pursuant to ACM operations and maintenance plans, the presence of ACM could give rise to remediation obligations and other liabilities. No governmental or third-party claims relating to ACM have been brought at this time.
 
Our plants generally operate under environmental permits issued by governmental authorities. For the most part, these permits must be renewed periodically and are subject to revocation in the event of violations of environmental laws. Although we have not experienced any material revocations to date, any such revocation could require us to cease or limit production at one or more of our facilities, thereby having an adverse impact on our results of operations.
 
Primarily as a result of certain of our acquisitions, we have incurred liabilities associated with environmental contamination. These liabilities include ongoing investigation and remediation activities at a number of sites, including our facilities located in Irvine, California (a former facility acquired as part of our acquisition of Elexsys); Owego, New York (a current facility that we acquired with our acquisition of Hadco Corporation); Derry, New Hampshire (a non-operating facility of Hadco), Fort Lauderdale, Florida (a former facility of Hadco) and Phoenix, Arizona (a site we acquired with our acquisition of Hadco). We have been named in a lawsuit alleging operations at our former facility in Santa Ana, California arising from our Elexsys acquisition contributed to groundwater contamination. There can be no assurance that any other similar third-party claims will not arise and will not result in material liability to us. In addition, there are some sites, including our facility in Gunzenhausen, Germany (acquired from Alcatel), that are known to have groundwater contamination caused by a third-party, and that third-party has provided indemnity to us for the liability.
 

 
33

 
 
We have also been named as a potentially responsible party at one contaminated disposal site, operated by another party at the Casmalia Resources site, as a result of the past disposal of hazardous waste by companies we have acquired or by our corporate predecessors. Although liabilities for such historical disposal activities have not materially affected our financial condition to date, we cannot assure you that past disposal activities will not result in liability that will materially affect us in the future, nor can we provide assurance that we do not have environmental exposures of which we are unaware and which could adversely affect our operating results.
 
Over the years, environmental laws have become, and in the future may continue to become, more stringent, imposing greater compliance costs and increasing risks and penalties associated with violations. We operate in several environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes in or restrictions on discharge limits, emissions levels, permitting requirements and material storage or handling could require a higher than anticipated level of operating expenses and capital investment or, depending on the severity of the impact of the foregoing factors, costly plant relocation.
 
In addition, the electronics industry became subject to the RoHS and WEEE directives which took effect beginning in 2005. Parallel initiatives have been adopted in other jurisdictions, including several states in the United States and the People’s Republic of China. RoHS prohibits the use of lead, mercury and certain other specified substances in electronics products and WEEE requires industry OEMs to assume responsibility for the collection, recycling and management of waste electronic products and components. Although we believe we have implemented procedures to make our manufacturing process RoHS compliant, non-compliance could result in significant costs and/or penalties. In the case of WEEE, the compliance responsibility rests primarily with OEMs rather than with EMS companies. However, OEMs may turn to EMS companies for assistance in meeting their WEEE obligations, which could increase our costs.
 
If we manufacture or design defective products, or if our manufacturing processes do not comply with applicable statutory and regulatory requirements, we could be subject to damages and fines and lose customers.

We manufacture products to our customers’ specifications, and in some cases our manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, many of the medical devices that we manufacture, as well as the facilities and manufacturing processes that we use to produce them, are regulated by the United States Food and Drug Administration. In addition, our customers’ products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we design or manufacture may at times contain design or manufacturing defects, and our manufacturing processes may be subject to errors or may not be in compliance with applicable statutory and regulatory requirements. Defects in the products we design or manufacture may result in repair costs, delayed shipments to customers or reduced or cancelled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we design or manufacture or of our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing program or facility. In addition, these defects may result in product liability claims against us. The magnitude of such claims may increase as we expand our medical, automotive, and aerospace and defense manufacturing services because defects in medical devices, automotive components and aerospace and defense systems could seriously harm users of these products. Even if our customers are responsible for defects in the design of a product, we could nonetheless be named in a product liability suit over such defects and could be required to expend significant resources defending ourselves.
 

 
34

 

If our products are subject to warranty or liability claims, we may incur significant costs, which would reduce our net income.
 
Our customers may experience defects in our designs or deficiencies with respect to our manufacturing services. We may be exposed to warranty or manufacturers’ liability claims as a result of these defects or deficiencies, and some claims may relate to customer product recalls. We also design products on a contract basis or jointly with our customers. The design services that we provide can expose us to different or greater potential liabilities than those we face when providing our regular manufacturing services. For example, we have increased exposure to potential product liability claims resulting from injuries caused by defects in products we design, as well as potential claims that products we design infringe third-party intellectual property rights. Such claims could subject us to significant liability for damages and, regardless of their merits, could be time-consuming and expensive to resolve. A claim for damages arising from such defects or deficiencies could damage our reputation and result in us being liable for the costs of return and repair of such defective products or for damages for any injuries or other losses incurred by our customers or their end users. Any such costs could be significant and would reduce our net income.
 
We may not be successful in implementing and integrating strategic transactions or in divesting non-strategic assets, which could cause our financial results to fail to meet our forecasts.
 
From time to time, we may undertake strategic transactions that give us the opportunity to access new customers and new end-customer markets, to obtain new manufacturing and service capabilities and technologies, to enter new geographic manufacturing locations, to lower our manufacturing costs and improve the margins on our product mix, and to further develop existing customer relationships. Strategic transactions involve many difficulties and uncertainties, including the following:
 
 
integrating acquired operations and businesses;
 
 
allocating management resources;
 
 
scaling up production and coordinating management of operations at new sites;
 
 
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;
 
 
addressing unforeseen liabilities of acquired businesses, including environmental liabilities;
 
 
operating in the geographic market or industry sector of the business acquired in which we may have little or no experience;
 
 
improving and expanding our management information systems to accommodate expanded operations; and
 
 
losing key employees of acquired operations.
 

 
35

 
 
Any of these factors could prevent us from realizing the anticipated benefits of a strategic transaction, and our failure to realize these benefits could reduce our sales below and increase our costs above our forecasts. We may not be successful in identifying future strategic opportunities or in consummating any strategic transactions that we pursue on favorable terms, if at all. Although our goal is to improve our business and maximize stockholder value, any transactions that we complete may ultimately fail to increase our sales and net income and stock price.
 
Restructuring of our operations could require us to take an accounting charge which would reduce our net income.
 
We have incurred significant expenses related to restructuring of our operations in the past. For example, we have moved certain of our operations from higher-cost to lower-cost locations to meet customer requirements. Future changes in our customers’ requirements or in our tax strategies could result in the need for us to further restructure our operations. In addition, we have incurred unanticipated costs related to the transfer of operations to lower-cost locations, including costs related to integrating new facilities, managing operations in dispersed locations and realigning our business processes. We also have incurred costs related to workforce reductions, work stoppages and labor unrest resulting from the closure of our facilities in higher-cost locations. We may be required to record additional charges related to restructuring activities in the future, but cannot predict the timing of such charges. Any such charges would reduce our net income.
 
Our key personnel are critical to the continued growth of our business and we cannot assure you that they will remain with us.
 
Our success depends upon the continued service of our executive officers and other key personnel. Generally, these employees are not bound by employment or non-competition agreements. We cannot assure you that we will retain our officers and key employees, particularly our highly skilled operations managers and engineers involved in the manufacture of existing products and development of new products and processes. The competition for these employees is intense. In addition, if one or more of our executive officers or key employees were to join a competitor or otherwise compete directly or indirectly with us or otherwise be unavailable to us, we could lose customers and our sales and gross margins could decrease.
 
If we are unable to protect our intellectual property or infringe, or are alleged to infringe, upon intellectual property of others, we could lose sales or be required to pay significant amounts in costs or damages.
 
We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology. Any failure to protect our intellectual property rights would diminish or eliminate the competitive advantages that we derive from our proprietary technology.
 

 
36

 
 
We may become involved in litigation in the future to protect our intellectual property or because others may allege that we infringe on their intellectual property. These claims and any resulting lawsuits could subject us to significant liability for damages and invalidate our proprietary rights. In addition, these lawsuits, regardless of their merits, likely would be time consuming and expensive to resolve and would divert management’s time and attention. Any potential intellectual property litigation alleging our infringement of a third-party’s intellectual property also could force us or our customers to:
 
 
stop producing products that use the challenged intellectual property;
 
 
obtain from the owner of the infringed intellectual property 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.
 
Any costs we incur from having to take any of these actions could be substantial.
 
We may not have sufficient insurance coverage for certain of the risks and liabilities we assume in connection with the products and services we provide to our customers, which could leave us responsible for certain costs and damages incurred by our customers.
 
We carry various forms of business and liability insurance that we believe are reasonable and customary for similarly situated companies in our industry. However, we do not have insurance coverage for all of the risks and liabilities we assume in connection with the products and services we provide to our customers, such as potential warranty, product liability and product recall claims. As a result, such liability claims may only be partially covered under our insurance policies. We continue to monitor the insurance marketplace to evaluate the availability of and need to obtain additional insurance coverage. However, should we sustain a significant uncovered loss, our net income would be reduced.
 
Changes in financial accounting standards or policies have affected, and in the future may affect, our reported financial condition or results of operations. Additionally, changes in securities laws and regulations have increased, and are likely to continue to increase, our operating costs.
 
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. Our preparation of financial statements in accordance with U.S. GAAP requires that we make estimates and assumptions that affect the recorded amounts of assets and liabilities, disclosure of those assets and liabilities at the date of the financial statements and the recorded amounts of expenses during the reporting period. A change in the facts and circumstances surrounding those estimates could result in a change to our estimates and could impact our future operating results.
 

 
37

 
 
In addition, these principles are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions which are completed before a change is announced. Accounting policies affecting many other aspects of our business, including rules relating to revenue recognition, off-balance sheet transactions, stock-based compensation, restructurings, asset disposals and asset retirement obligations, intangible assets, derivative and other financial instruments and in-process research and development charges, have recently been revised or are under review. Changes to those rules or the questioning of how we interpret or implement those rules may have a material adverse effect on our reported financial results or on the way we conduct business. For example, the SEC has recently proposed a timetable by which U.S. companies would adopt International Financial Reporting Standards. Although at a very early stage of consideration by regulatory agencies, adoption of such standards could substantially change our reporting practices in a number of areas, including revenue recognition and recording of assets and liabilities.
 
Finally, the Sarbanes-Oxley Act of 2002 required changes in our corporate governance, public disclosure and compliance practices. The number of rules and regulations applicable to us has increased and may continue to increase our legal and financial compliance costs and increased the amount of time management must devote to compliance activities, such as the requirement for management to annually report in our annual report its conclusions concerning the effectiveness of our system of internal control over financial reporting. These developments could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers in light of an increase in actual or perceived liability for serving in such positions.
 
The impact of price fluctuations could reduce our net income.
 
The cost of commodities, parts and components used in the manufacturing of our products has fluctuated significantly in the past. Should we not be successful in adjusting our pricing to account for such fluctuations, our gross margins, and therefore net income, would decline.
 
We are subject to a continuing government investigation concerning our historical stock option practices, which could result in our liability for significant penalties and costs.
 
As a result of an investigation of our accounting for stock options, we filed a comprehensive Form 10-K for 2006 which restated our consolidated financial statements for prior years and which reduced our net income due to mispriced stock options granted in prior periods. Following this filing, we became subject to federal and state lawsuits, as well as investigations by the SEC and the Department of Justice (“DoJ”). Of these matters, only the DoJ investigation remains open, all other matters having been concluded. We cannot predict the final resolution of the DoJ investigation, which could result in the payment of significant penalties and costs to indemnify current or former officers and directors of the Company.

 
38

 

We are subject to risks associated with natural disasters and global events.

We conduct a significant portion of our activities including manufacturing, administration and data processing at facilities located in the State of California and other seismically active areas that have experienced major earthquakes in the past, as well as other natural disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or continue to be available at commercially reasonable rates and terms. In the event of a major earthquake or other disaster affecting one or more of our facilities, our operations and management information systems could be significantly disrupted.  Such events could also delay or prevent product manufacturing and shipment for the time required to transfer production, repair, rebuild or replace the affected manufacturing facilities. This time frame could be lengthy and result in significant expenses for repair and related costs. In addition, concerns about terrorism or an outbreak of epidemic diseases could have a negative effect on travel and our business operations and result in reduced sales and net income.
 
Item 1B.  Unresolved Staff Comments
 
None
 

 
39

 

Item 2.  Properties
 
Facilities.  Our customers market numerous products throughout the world and therefore need to access manufacturing services on a global basis. To enhance our EMS offerings, we seek to locate our facilities either near our customers and our customers’ end markets in major centers for the electronics industry or, when appropriate, in lower cost locations. Many of our plants located near customers and their end markets are focused primarily on final system assembly and test, while plants located in lower cost areas are engaged primarily in higher volume, less complex component and subsystem manufacturing and assembly.
 
We continue to evaluate our global manufacturing operations and restructure our facilities and operations to bring our manufacturing capacity in line with demand and our manufacturing strategy and to provide cost efficient services for our customers. Through this process, we have closed certain facilities not required to satisfy current demand levels. We provide extensive operations in lower cost locations including Latin America, Eastern Europe, China and Southeast Asia and we plan to expand our presence in these lower cost locations as appropriate to meet the needs of our customers.
 
As of October 3, 2009, the approximate square footage of our manufacturing facilities by country was as follows:
 
   
Approximate
Square Footage
 
Brazil
    258,673  
Canada
    72,760  
China
    2,509,315  
Finland
    269,453  
Germany
    354,090  
Hong Kong
    19,000  
Hungary
    592,388  
India
    278,500  
Indonesia
    99,210  
Ireland
    110,000  
Israel
    301,275  
Malaysia
    508,862  
Mexico
    1,946,836  
Singapore
    607,413  
Sweden
    58,676  
Thailand
    326,293  
United Kingdom
    30,000  
United States
    2,939,586  
Total
    11,282,330  
 
In addition to the above, we have 295,308 square feet of logistics and other non-manufacturing space that we are currently using and also have 3,256,262 square feet of inactive facilities that are closed or in the process of being closed as of October 3, 2009, of which 1,732,100 square feet is for domestic locations and 1,524,162 square feet for international locations. Moreover, 575,394 square feet of the inactive facilities is leased to third parties. We are currently undertaking an aggressive program to sublease or terminate leases for unused facilities and to sell owned properties that are no longer expected to serve our future needs.
 

 
40

 
 
As of October 3, 2009, our active manufacturing facilities consist of 8,268,721 square feet in facilities that we own, with the remaining 3,013,609 square feet in leased facilities under lease terms expiring between 2009 and 2036.
 
We believe our existing facilities are adequate to meet our reasonably foreseeable requirements. We regularly evaluate our expected future facilities requirements.
 
Certifications and Registrations.  Certifications and registrations under industry standards are important to our business because many customers rely on them to confirm our adherence to manufacturing process and quality standards. Certain markets, such as telecommunications, medical, aviation, defense, aerospace and automotive, require adherence to industry-specific standards. Substantially all of our manufacturing facilities are registered under ISO 9001:2008, a standard published by the International Organization for Standardization. As part of the ISO 9001:2008 certification process, we have a highly developed quality management system and continually improve its effectiveness in accordance with its requirements. We use this registration to demonstrate our ability to consistently provide product that meets customer and applicable regulatory requirements and enhance customer satisfaction through its effective application. ISO 9001:2008 registration is of particular importance to our customers throughout the world.
 
In addition to ISO 9001:2008, most of our facilities are TL 9000 registered. The TL 9000 quality system requirements and quality system metrics are designed specifically for the telecommunications industry to promote consistency and efficiency, reduce redundancy and improve customer satisfaction. Included in the TL 9000 system are performance-based metrics that quantify reliability and quality performance of the product. The majority of our facilities are also Underwriters Laboratory compliant. These standards define requirements for quality, manufacturing process control and manufacturing documentation and are required by many OEMs in the communications sector of the electronics industry.
 
Our medical products division has identified certain manufacturing facilities to be centers of excellence for medical products manufacturing. These facilities are FDA and ISO 13485:2003 registered and fully compliant to the FDA’s quality systems regulations.
 
Our defense and aerospace operations are headquartered in the Huntsville, Alabama area and are housed in a facility dedicated to meeting the specialized needs of our defense and aerospace customers. This Defense and Aerospace operation, as well as other selected operations around the world, are AS9100 registered. The Defense and Aerospace operation is also certified under various U.S. military specifications as well as under ANSI and other standards appropriate for defense and aerospace suppliers.
 
Our automotive facilities are strategically located worldwide. Substantially all of our automotive facilities are ISO/TS 16949:2008 registered and also certified under the Automotive Industry Standard.
 

 
41

 

Item 3.  Legal Proceedings
 
As previously disclosed, we were subject to federal and state lawsuits, as well as investigations by the SEC and the Department of Justice (“DoJ”), in connection with certain of our historical stock option administration practices.  Of these matters, only the DoJ investigation remains open, all other matters having been concluded.

 
Non-US Proceedings
 
A non-US governmental entity has made a claim for penalties against us asserting that we did not comply with bookkeeping rules in accordance with applicable tax regulations. We have provided documents that we believe demonstrate our compliance with these tax regulations. We have appealed the penalties in administrative court, and have not paid the penalties pending review by the court. The administrative court has not indicated when it will issue a decision. We believe we have a meritorious position in this matter and are contesting this claim vigorously.
 
 
Other Proceedings
 
We are also subject to other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on us as a result of incurrence of defense costs, diversion of management resources and other factors. We record liabilities for legal proceedings when a loss becomes probable and the amount of loss can be reasonably estimated.
 
Item 4.  Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of our security holders during the fourth quarter of 2009.
 

 
42

 
 
PART II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market Information
 
Our common stock is traded on the NASDAQ National Market under the symbol SANM. The following table lists the high and low intra-day prices for our common stock as reported on NASDAQ.
 
2009
 
High
   
Low
 
First quarter
  $ 9.06     $ 1.62  
Second quarter
  $ 3.17     $ 1.08  
Third quarter
  $ 4.32     $ 1.80  
Fourth quarter
  $ 9.06     $ 2.16  

2008
 
High
   
Low
 
First quarter
  $ 14.64     $ 9.72  
Second quarter
  $ 11.16     $ 6.90  
Third quarter
  $ 10.20     $ 7.46  
Fourth quarter
  $ 15.96     $ 6.30  
 
As of November 19, 2009, we had approximately 1,828 common stockholders of record. On November 19, 2009, the last reported sales price of our common stock on the NASDAQ National Market was $8.36 per share.
 
The following graph compares the cumulative 5-year total return provided shareholders on Sanmina-SCI Corporation's common stock relative to the cumulative total returns of the S&P 500 index and the NASDAQ Electronic Components index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, 2004 and its relative performance is tracked through October 3, 2009.
 
 
43

 
 
 
 
44

 
 
                                     
   
9/30/04
   
9/30/05
   
9/30/06
   
9/30/07
   
9/27/08
   
10/3/09
 
                                     
Sanmina-SCI Corporation
    100.00       60.85       53.05       30.07       23.26       19.34  
S&P 500
    100.00       112.25       124.37       144.81       112.99       105.18  
NASDAQ Electronic Components
    100.00       118.95       112.83       137.42       95.53       98.63  


The stock price performance included in this graph is not necessarily indicative of future stock price performance.
 
Dividends
 
We have never declared or paid cash dividends on our common stock. We currently expect to retain future earnings for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Additionally, our ability to pay dividends is limited pursuant to covenants contained in our various debt agreements. See also “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
 
Stock Repurchases
 
On October 27, 2008, our Board of Directors authorized us to spend up to approximately $35 million on share repurchases. As of October 3, 2009, we had repurchased 10.1 million shares of common stock, representing approximately 11% of our outstanding shares, for an aggregate purchase price of $29.2 million, including commissions, under the program. The authorization is effective through December 31, 2009, unless otherwise determined by the Board of Directors.
 
The table below sets forth information regarding repurchases of our common stock during the year ended October 3, 2009.
   
TOTAL
NUMBER OF
SHARES
PURCHASED, ALL OF WHICH WERE PURSUANT TO PUBLICLY ANNOUNCED PROGRAMS
   
AVERAGE
PRICE PAID
PER SHARE
   
MAXIMUM
DOLLAR VALUE OF
SHARES THAT
MAY YET BE
PURCHASED
UNDER THE
PROGRAMS
 
   
(In thousands)
         
(In thousands)
 
Month #1
                 
September 28, 2008 through October 25, 2008
        $     $ 35,000  
Month #2
                       
October 26, 2008 through November 22, 2008
    3,501     $ 3.24     $ 23,621  
Month #5
                       
January 25, 2009 through February 21, 2009
    3,027     $ 2.04     $ 17,509  
Month #6
                       
February 22, 2009 through March 28, 2009
    804     $ 1.74     $ 16,114  
Month #8
                       
April 26, 2009 through May 23, 2009
    2,583     $ 3.60     $ 6,872  
Month #9
                       
May 24, 2009 through June 27, 2009
    176     $ 3.84     $ 5,804  
Total
    10,091     $ 2.88          

(1) All months shown are our fiscal months. We did not repurchase any shares in months omitted from the above table.

 
45

 

Item 6.  Selected Financial Data

The following selected financial data should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8—Financial Statements and Supplementary Data,” included elsewhere in this Form 10-K.
 
FIVE YEAR SELECTED FINANCIAL HIGHLIGHTS
 
Consolidated Statements of Operations Data:
 
   
Year Ended
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
   
(In thousands, except per share data)
 
Net sales
  $ 5,177,481     $ 7,202,403     $ 7,137,793     $ 7,645,118     $ 7,644,932  
Operating income (loss)
  (4,656 )   (384,160 )   (1,023,061 )   28,537     (528,019 )
                                         
Loss from continuing operations before income taxes and cumulative effect of accounting changes
  (112,570 )   (490,331 )   (1,142,027 )   (174,933 )   (678,084 )
Provision for (benefit from) income taxes
    23,652       21,005       (534 )     (10,638 )     364,394  
Cumulative effect of accounting changes, net of tax
                      2,830        
Loss from continuing operations
  (136,222 )   (511,336 )   (1,141,493 )   (161,465 )   (1,042,478 )
Income from discontinued operations, net of tax
          24,987       6,836       19,908       8,532  
Net Loss
  $ (136,222 )   $ (486,349 )   $ (1,134,657 )   $ (141,557 )   $ (1,033,946 )
Basic and diluted earnings (loss) per share:
                                       
    Continuing operations
  $ (1.65 )   $ (5.78 )   $ (12.99 )   $ (1.84 )   $ (12.02 )
Discontinued operations
      $ 0.28     $ 0.08     $ 0.23     $ 0.10  
Net loss
  $ (1.65 )   $ (5.50 )   $ (12.91 )   $ (1.61 )   $ (11.92 )
Shares used in computing basic and diluted per share amounts
    82,528       88,454       87,853       87,661       86,762  
 
Consolidated Balance Sheet Data:
 
   
As of Year Ended
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
   
(In thousands)
 
Cash and cash equivalents
  $ 899,151     $ 869,801     $ 933,424     $ 491,829     $ 1,068,053  
Net working capital
  $ 1,280,136     $ 1,574,339     $ 1,618,375     $ 1,516,754     $ 1,672,481  
Total assets
  $ 3,123,897     $ 3,530,727     $ 4,669,955     $ 5,862,430     $ 6,269,128  
Long-term debt (excluding current portion)
  $ 1,262,014     $ 1,481,985     $ 1,588,072     $ 1,507,112     $ 1,666,768  
Stockholders’ equity
  $ 543,140     $ 695,958     $ 1,173,147     $ 2,270,563     $ 2,383,811  

 
46

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including any statements regarding trends in future sales or results of operations, gross margin or operating margin, expenses, earnings or losses from operations, cash flow, inventory turns ,synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning developments, performance or industry ranking; any statements regarding future economic conditions or performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Generally, the words “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue” and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described herein, and in the documents incorporated herein by reference, including, in particular, those factors described under “Factors Affecting Operating Results,” we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.
 
Overview
 
We are a leading independent global provider of customized, integrated electronics manufacturing services, or EMS. Our revenue is generated from sales of our services primarily to original equipment manufacturers, or OEMs, in the communications; enterprise computing and storage; multimedia; industrial and semiconductor capital equipment; defense and aerospace; medical; renewable energy and automotive industries.
 
During 2008, the Company sold its personal computing and associated logistics business (“PC Business”) and has reflected the PC Business as discontinued operations in the consolidated financial statements. All references in this section to our operating results pertain only to our continuing operations and all references to years refer to our fiscal years ending on the last Saturday of each year closest to September 30th. Fiscal 2008 and 2007 were each 52 weeks and 2009 was 53 weeks, with the additional week included in the fourth quarter.
 
A relatively small number of customers have historically generated a significant portion of our net sales. Sales to our ten largest customers represented approximately 48% of our net sales for each of fiscal 2009, 2008, and 2007. For 2009 and 2008, no customer represented 10% or more of our net sales. For 2007, one customer represented 10.4% of our net sales.
 

 
47

 
 
We typically generate a significant portion of our net sales from international operations. Consolidated net sales generated from non-U.S. operations were 76.9%, 73.1%, and 69.2% for 2009, 2008 and 2007, respectively. The concentration of international operations has resulted primarily from a desire on the part of many of our customers to move production to lower cost locations in regions such as Asia, Latin America and Eastern Europe. We expect this trend to continue.
 
Historically, we have had substantial recurring sales from existing customers. We typically enter into supply agreements with our major OEM customers. These agreements generally have terms ranging from three to five years and cover the manufacture of a range of products. Under these agreements, a customer typically agrees to purchase its requirements for specific products in particular geographic areas from us. These agreements generally do not obligate the customer to purchase minimum quantities of products. In some circumstances, our supply agreements with customers provide for cost reduction objectives during the term of the agreement.
 
At the end of 2008, economic conditions began to deteriorate and financial markets became unstable and extremely volatile. During the first half of 2009, the economy continued to worsen and negatively affected our results of operations. The economy began to stabilize and improved slightly during the second half of 2009; however, economic conditions throughout 2009 were significantly worse than those during 2008 and 2007. Our results of operations were negatively affected by general economic conditions in 2009.
 
We have experienced fluctuations in our results of operations in the past and may continue to experience such fluctuations in the future.
 
Summary Results of Operations
 
The following table presents our key operating results:
 
   
Year Ended
 
   
October 3,
2009
   
September 27,
2008
   
September 29,
2007
 
   
(In thousands)
 
Net sales
  $ 5,177,481     $ 7,202,403     $ 7,137,793  
Gross profit
  $ 322,478     $ 524,106     $ 454,516  
Operating loss
  $ (4,656 )   $ (384,160 )   $ (1,023,061 )
Loss from continuing operations
  $ (136,222 )   $ (511,336 )   $ (1,141,493 )
Income from discontinued operations, net of tax
      $ 24,987     $ 6,836  
Net loss
  $ (136,222 )   $ (486,349 )   $ (1,134,657 )

 
48

 

Key performance measures
 
The following table presents certain key performance measures that management utilizes to assess its management of working capital:
 
   
As of
 
   
October 3,
2009
   
September 27,
2008
 
Days sales outstanding(1)
    48       52  
Inventory turns(2)
    6.1       7.7  
Accounts payable days(3)
    60       53  
Cash cycle days(4)
    46       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.
 
If necessary, calculations as of October 3, 2009 have been adjusted to reflect inclusion of an additional week in the period ended October 3, 2009.
 
Critical Accounting Policies and Estimates
 
Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate the process used to develop estimates for certain reserves and contingent liabilities, including those related to product returns, accounts receivable, inventories, investments, intangible assets, income taxes, warranty obligations, environmental matters, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates.
 
We believe the following critical accounting policies reflect the more significant judgments and estimates used by us in preparing our consolidated financial statements:
 

 
49

 
 
Accounts Receivable and Other Related Allowances—We estimate uncollectible accounts, product returns and other adjustments related to current period net sales to establish related allowances. In making these estimates, we analyze the creditworthiness of our customers, past experience, changes in customer demand, and the overall economic climate in the industries we serve. If actual uncollectible accounts, product returns or other adjustments differ significantly from our estimates, the amount of sales or operating expenses we report would be affected. One of our most significant credit risks is the ultimate realization of our accounts receivable. This risk is mitigated by (i) a significant portion of sales to well-established companies, (ii) ongoing credit evaluation of our customers, and (iii) frequent contact with our customers, especially our most significant customers, which enables us to monitor changes in their business operations and to respond accordingly. To establish our allowance for doubtful accounts, we estimate the credit risk associated with accounts receivable. We evaluate credit risk related to specific customers based on the current economic environment; however, we are not able to predict the inability of our customers to meet their financial obligations to us. We believe the allowances we have established are adequate under the circumstances; however, a change in the economic environment or a customer’s financial condition could cause our estimates of allowances, and consequently the provision for doubtful accounts, to change, which could have a significant adverse impact on our financial position and/or results of operations. To establish the allowance for product returns and other adjustments, we primarily utilize data regarding historical adjustments.
 
Inventories—We state inventories at the lower of cost (first-in, first-out method) or market value. Cost includes raw materials, and labor and manufacturing overhead incurred for finished goods and work-in-process. We regularly evaluate the carrying value of our inventories. Provisions are made to reduce excess and obsolete inventories to their estimated net realizable values. The ultimate realization of inventory carrying amounts is affected by changes in customer demand for inventory that customers are not contractually obligated to purchase and inventory held for specific customers who are experiencing financial difficulties. Inventory reserves are established based on forecasted demand, past experience with specific customers, the ability to redistribute inventory to other programs or back to our suppliers, and whether customers are contractually obligated to pay for the related inventory. Prepayments received from customers for excess and obsolete inventories that have not been shipped to customers or otherwise disposed of are netted against inventory.
 
We procure inventory based on specific customer orders and forecasts. Customers have limited rights of modification (for example, cancellations) with respect to these orders. Customer modifications to orders affecting inventory previously procured by us and our purchases of inventory beyond customer needs may result in excess and obsolete inventory for the related customers. Although we may be able to use some excess components and raw materials for other products we manufacture, a portion of the cost of this excess inventory may not be returned to the vendors or recovered from customers. Write-offs or write-downs of inventory could relate to:
 

 
50

 
 
 
declines in the market value of inventory;
 
 
inventory held for specific customers who are experiencing financial difficulty; 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.
 
Our practice is to dispose of excess and obsolete inventory as soon as practicable after such inventory has been identified as having no value to us.
 
Tangible and Other Definite-lived Intangible Assets—We review long-lived tangible and other definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flows the asset is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For asset groups for which a building is the primary asset, we estimate fair value primarily based on data received from commercial real estate brokers. For other assets, we estimate fair value based on projected discounted future net cash flows using a credit adjusted discount rate. Management applies significant judgment in estimating future cash flows.
 
Income Taxes—We estimate our income tax provision or benefit in each of the jurisdictions in which we operate, including estimating exposures related to examinations by taxing authorities. We believe our accruals for tax liabilities are adequate for all open years, based on our assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although we believe our accruals for tax liabilities are adequate, tax regulations are subject to interpretation and the tax controversy process is inherently lengthy and uncertain; therefore, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions. To the extent the probable tax outcome of these matters changes, such changes in estimates will impact our income tax provision in the period in which such determination is made.
 
We must also make judgments regarding the realizability of deferred tax assets. The carrying value of our net deferred tax assets is based on our belief that it is more likely than not that we will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. A valuation allowance is established for deferred tax assets when we believe realization of such assets is not more likely than not.. Our judgments regarding future taxable income may change due to changes in market conditions, new or modified tax laws, tax planning strategies or other factors. If our assumptions, and consequently our estimates, change in the future, the valuation allowances we have established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. Our effective tax rate is highly dependent upon the geographic distribution of our worldwide earnings or losses, the tax regulations and tax holidays in each geographic region, the availability of tax credits and carryforwards, and the effectiveness of our tax planning strategies.
 

 
51

 
 
We adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, (ASC Topic 740, Income Taxes), in 2008. FIN 48 (ASC Topic 740) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position that an entity takes or expects to take in a tax return. Additionally, FIN 48 (ASC Topic 740) provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. Under FIN 48 (ASC Topic 740), an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. We recognize interest and penalties related to unrecognized tax benefits as a component of tax expense.
 
Results of Operations
 
Years Ended October 3, 2009, September 27, 2008 and September 29, 2007.
 
The following table presents certain statements of operations data expressed as a percentage of net sales.
 
   
Year Ended
 
   
October 3,
2009
   
September 27,
2008
   
September 29,
2007
 
   
(In percentage)
 
Net sales
    100.0       100.0       100.0  
Cost of sales
    93.8       92.7       93.6  
Gross margin
    6.2       7.3       6.4  
Operating expenses:
                       
Selling, general and administrative
    4.6       4.4       5.0  
Research and development
    0.3       0.3       0.4  
Restructuring costs
    1.1       1.1       0.6  
Amortization of intangible assets
    0.1       0.1       0.1  
Impairment of goodwill, tangible and other intangible assets
    0.2       6.7       14.6  
Total operating expenses
    6.3       12.6       20.7  

 
52

 

Net Sales
 
Net sales for 2009 decreased 28.1%, or $2.0 billion, to $5.2 billion, from $7.2 billion in 2008. The decrease was primarily the result of a weak global economy, which reduced demand across all of our end markets. Sales decreased $834.5 million in our communications end market, $466.7million in our high-end computing end market, $390.9 million in our multi-media end market, $267.0 million in our automotive, defense and aerospace, and industrial and semiconductor capital equipment end markets, and $65.8 million in our medical end market.
 
Net sales for 2008 increased 0.9% to $7.2 billion, from $7.1 billion in 2007. The increase was primarily related to stronger demand from customers in our communications and defense and aerospace end-markets, which increased by $141.9 million and $106.1 million, respectively. These increases were partially offset by reduced demand of $101.8 million in our high-end computing end-market, $36.8 million in our industrial and semiconductor capital equipment end-market and $26.3 million in our medical end-market.
 
Gross Margin
 
Gross margin was 6.2%, 7.3% and 6.4% in 2009, 2008 and 2007, respectively. The decrease from 2008 to 2009 was primarily a result of significantly lower business volume in 2009, partially offset by improvements resulting from various cost reduction initiatives that lowered our cost base. The increase from 2007 to 2008 was due primarily to higher margins in our defense and aerospace business resulting from increased demand and favorable changes in product mix to more proprietary products, as well as higher margins in our printed circuit board fabrication business resulting from consolidation of capacity and greater efficiencies. Margins also improved in our other EMS divisions as a result of improved operating efficiencies. These improvements were partially offset by decreased revenue, primarily in our high-end computing end-market, and factory start-up and production transition costs. We expect gross margins to continue to fluctuate in the future.
 
We have experienced fluctuations in gross margin in the past and may continue to do so in the future. Fluctuations in our gross margins may be caused by a number of factors, including:
 
 
Greater competition in the EMS industry and pricing pressures from OEMs due to greater focus on cost reduction;
 
 
Changes in the overall volume of our business;
 
 
Changes in the mix of high and low margin products demanded by our customers;
 
 
Changes in customer demand and sales volumes for our vertically integrated system components and subassemblies;
 
 
Provisions for excess and obsolete inventory;
 
 
Level of operational efficiency;
 
 
Pricing pressure on electronic components resulting from economic conditions in the electronics industry, with EMS companies competing more aggressively on cost to obtain new or maintain existing business; and
 
 
Our ability to transition manufacturing and assembly operations to lower cost regions in an efficient manner.
 

 
53

 

Selling, General and Administrative
 
Selling, general and administrative expenses were $238.2 million, $317.0 million and $355.8 million in 2009, 2008 and 2007, respectively. As a percentage of net sales, selling, general and administrative expenses were 4.6% for 2009, 4.4% for 2008, and 5.0% for 2007. The decrease in absolute dollars from 2008 to 2009 was attributable to company-wide cost reduction initiatives, approximately 80% of which were related to reductions in staffing related costs. The slight increase in 2009 as a percentage of sales was primarily attributable to lower net sales for 2009.
 
The decrease in absolute dollars from 2007 to 2008 was primarily attributable to reduced personnel-related costs of $15.8 million resulting from staffing reductions in various functions, a reduction of $7.0 million for information technology infrastructure and related spending, reduced expenses of $6.1 million in connection with matters arising out of our stock option investigation and restatement, a reduction of $5.5 million in stock-based compensation expense and a reduction of $4.0 million in audit and Sarbanes-Oxley related expenses. The decrease in 2008 as a percentage of sales was primarily attributable to decreased expenses as noted above and higher net sales in 2008.
 
Research and Development
 
Research and development expenses were $16.7 million, $19.5 million and $30.1 million in 2009, 2008 and 2007, respectively. As a percentage of net sales, research and development expenses were 0.3% for 2009 and 2008, and 0.4% for 2007. The decrease in absolute dollars from 2008 to 2009 was the result of reductions in staffing related costs as we continue to focus on joint development activities. The decrease in both dollars and as a percentage of net sales from 2007 to 2008 was primarily a result of our decision to reduce ODM activities and to focus on joint development activities, partially offset by increased spending for our defense and aerospace business to support anticipated growth in this end-market.
 
Impairment of Goodwill, Tangible and Other Intangible Assets
 
During 2009, we recorded asset impairment charges of $10.2 million related primarily to a decline in the fair value of certain properties that were previously restructured.
 

 
54

 
 
During 2008, we recorded a goodwill impairment charge of $478.7 million due to the expected effect of deteriorating general economic conditions on our future cash flows, the illiquidity of the credit markets and the decline in the stock market generally, and in our stock price in particular. We also recorded impairment charges of $5.0 million, primarily related to decreases in the fair value of certain assets held for sale.
 
During 2007, we recorded a goodwill impairment charge of $1.0 billion due to a decline in sales, both domestically and internationally, a decrease in expected future cash flows, and a decline in our stock price.
 
Restructuring Costs
 
Costs associated with restructuring activities, other than those activities related to business combinations, are accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (ASC Topic 420, Exit or Disposal Cost Obligations), or SFAS No. 112, “Employers’ Accounting for Postemployment Benefits” (ASC Topic 712, Compensation – Nonretirement Postemployment Benefits), as applicable. Pursuant to SFAS No. 112 (ASC Topic 712), restructuring costs related to employee severance are recorded when probable and estimable based on our policy with respect to severance payments. For all other restructuring costs, a liability is recognized in accordance with SFAS No. 146 (ASC Topic 420) only when incurred.

2009 Restructuring Plan
 
During 2009, we initiated a restructuring plan as a result of the slowdown in the global electronics industry and worldwide economy. The plan was designed to improve capacity utilization levels and reduce costs by consolidating manufacturing and other activities in locations with higher efficiencies and lower costs. Costs associated with this plan are expected to include employee severance, costs related to facilities and equipment that are no longer in use, and other costs associated with the exit of certain contractual arrangements due to facility closures. All actions under this plan were initiated and substantially completed during 2009 and costs for this plan are expected to be in the range of $45 million to $50 million, of which $41 million had been incurred as of October 3, 2009. We expect actions under this plan to increase our gross and operating margins and be cash flow positive within 12 to 24 months of implementation as cash outlays for severance and facility closures will be recovered by cost savings and asset sales resulting from actions under the plan. However, there can be no assurance that these benefits will be achieved due to possible changes in the restructuring plan that may increase costs or any failure of anticipated asset sales to generate projected amounts. Below is a summary of restructuring costs associated with facility closures and other consolidation efforts implemented under this plan: 

 
55

 
 
   
Employee Termination /
Severance and Related Benefits
Cash
   
Leases and Facilities Shutdown and Consolidation Costs
Cash
   
Impairment
of Assets or Redundant
Assets
Non-Cash
     
Total
 
         
(In thousands)
       
Balance at September 27, 2008
 
$
   
$
   
$
   
$
 
Charges to operations
   
28,705
     
11,718
     
1,200
     
41,623
 
Charges utilized
   
(22,556
)
   
(9,577
)
   
(1,200
)
   
(33,333
)
Reversal of accrual
   
(569
)
   
     
     
(569
)
Balance at October 3, 2009
 
$
5,580
   
$
2,141
   
$
   
$
7,721
 

During 2009, we closed or consolidated six facilities and recorded restructuring charges of $28.1 million for employee termination costs, of which $22.6 million has been utilized and $5.6 million is expected to be paid during 2010. These costs were provided for approximately 4,000 terminated employees.

Restructuring Plans — Prior Years

Below is a summary of restructuring costs associated with facility closures and other consolidation efforts that were implemented in prior fiscal years:

 
56

 
 
   
Employee Termination / Severance and Related Benefits Cash
   
Leases and Facilities Shutdown and Consolidation Costs Cash
   
Impairment of Fixed Assets or Redundant Fixed Assets
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  
Charges to operations
    8,988       7,869       3,692       20,549  
Charges utilized
    (23,842 )     (10,466 )     (3,692 )     (38,000 )
Reversal of accrual
    (4,156 )     (187 )           (4,343 )
Balance at October 3, 2009
  $ 5,175     $ 1,504     $     $ 6,679  
 
During 2009, we recorded restructuring charges for employee termination benefits for approximately 1,400 employees who were terminated in connection with restructuring plans developed prior to 2009.
 
During 2008, we closed or consolidated four facilities and recorded restructuring charges for employee termination benefits for approximately 2,900 employees.
 
During 2007, we closed or consolidated eight facilities and terminated approximately 6,700 employees.
 
Restructuring Plans — All Years
 
Accrued restructuring costs as of October 3, 2009 were $14.4 million. In connection with restructuring actions we have already implemented under our restructuring plan, we expect to pay remaining facilities related restructuring liabilities of $3.6 million through 2012 and the majority of severance costs of $10.8 million through 2010.
 
The recognition of restructuring charges requires us to make judgments and estimates regarding the nature, timing and amount of costs associated with planned exit activities, including estimating sublease income and the fair values, less selling costs, of property, plant and equipment to be disposed of. Our estimates of future liabilities may change, requiring us to record additional restructuring charges or reduce the amount of liabilities already recorded.
 

 
57

 

Interest Income and Expense
 
Interest income was $6.5 million, $19.7 million and $28.8 million in 2009, 2008 and 2007, respectively. The decrease from 2008 to 2009 was primarily attributable to lower interest rates on invested cash as a result of weakening economic conditions and uncertainty and volatility in the financial markets. This decrease was partially offset by a higher average cash balance in 2009. The decrease from 2007 to 2008 was primarily attributable to lower interest rates on invested cash and lower average cash balances in 2008 due to the fact that we borrowed $600.0 million during the first quarter of 2007 to fund the repayment of certain debt obligations that matured in the second quarter of 2007. Of the amount borrowed, $532.9 million was distributed to a trustee and held in an escrow account until repayment of the debt. We earned interest while the cash was held in escrow.
 
Interest expense was $117.0 million, $127.2 million and $168.3 million in 2009, 2008 and 2007, respectively. The decrease from 2008 to 2009 was primarily due to a significant reduction in interest rates during 2009, which reduced interest expense on our variable rate debt. In addition, our average debt balance was lower in 2009 due to repurchase of $46.9 million of debt during the year. The decrease from 2007 to 2008 was primarily attributable to the absence of interest expense in 2008 on a $600 million loan that was outstanding in the first quarter of 2007 and repaid during the third quarter of 2007, decreased weighted average borrowings under our revolving credit facility during 2008, the absence of interest expense in 2008 on our 3% Notes that were repaid during the second quarter of 2007, and lower interest rates during 2008. These decreases were partially offset by higher interest expense incurred in 2008 on $600 million of debt we issued during the third quarter of 2007.
 
Other Income (Expense), net
 
Other income (expense), net was $(6.0) million, $3.6 million and $23.7 million in 2009, 2008 and 2007, respectively. The following table summarizes the major components of other income (expense), net (in thousands):
 
   
Year Ended
 
   
October 3,
2009
   
September 27,
2008
   
September 29,
2007
 
Foreign exchange gains/(losses)
  $ (8,498 )   $ 3,487     $ 1,994  
Interest rate swaps not designated as hedging instruments
    5,694              
Gain from fixed asset disposals
    1,804       311       18,997  
Gain (loss) from investments
    695       (508 )     2,133  
Impairment of long-term investments
    (4,531 )            
Other, net
    (1,134 )     263       610  
Total
  $ (5,970 )   $ 3,553     $ 23,734  
 
We reduce our exposure to currency fluctuations through the use of foreign currency hedging instruments; however, hedges are established based on forecasts of foreign currency transactions. To the extent actual amounts differ from forecasted amounts, we will have exposure to currency fluctuations, resulting in foreign exchange gains or losses.
 

 
58

 
 
In 2009, we discontinued hedge accounting for certain of our interest rate swaps upon termination of one of the four outstanding swaps. The remaining three swaps were terminated in the following quarter. From the date hedge accounting was discontinued until the date the remaining three swaps were terminated, changes in the fair value of the swaps resulted in recognition of a $5.7 million gain.
 
The decrease in other income (expense), net, from $23.7 million in 2007 to $3.6 million in 2008 was primarily attributable to the recognition in 2007 of $16.5 million in gains from the sale of previously restructured manufacturing facilities and equipment and a $2.5 million gain from the sale of one of our manufacturing operations.
 
Gain / (Loss) on Extinguishment of Debt
 
During 2009, we repurchased $46.9 million of our 2010 and 2014 Notes at a discount to par value. In connection with these repurchases, we recorded a gain of $8.5 million, net of unamortized debt issuance costs of $0.8 million that were expensed upon repurchase of the notes and a $6.1 million charge associated with dedesignation of a related interest rate swap. Since the issuance of our 2010 and 2014 Notes for an aggregate principal amount of $600 million in 2007, we have redeemed or repurchased $342.6 million of these notes, including redemption of the remaining outstanding 2010 Notes of $175.7 million on November 16, 2009. Therefore, as of November 16, 2009, we have $257.4 million of 2014 Notes outstanding. As of October 3, 2009, we had interest rate swaps of $300 million against the 2010 and 2014 Notes. Based on our repurchases of these notes and our intention to redeem the 2010 Notes in November 2009, which occurred on November 16, 2009, we dedesignated $43 million of our interest rate swaps as of October 3, 2009 and recorded a $6.1 million charge, representing the value of the dedesignated portion of the interest rate swap previously recorded in accumulated other comprehensive income.
 
During 2008, we redeemed $120 million of our Senior Floating Rate Notes due in 2010 at par. In connection with this redemption, $2.2 million of unamortized debt issuance costs were expensed.
 
On June 12, 2007, we used the net proceeds from the issuance of our 2010 and 2014 Notes, together with cash on hand, to repay in full the principal amount and accrued interest on certain other debt. We recorded a loss on extinguishment of debt of $3.2 million, representing unamortized debt issuance costs, in connection with this transaction.
 

 
59

 

Provision for (Benefit from) Income Taxes
 
Our effective tax rate (benefit) on loss from continuing operations was 21.0% for 2009, 4.3% for 2008, and (0.1)% for 2007. Our effective tax rate for 2009 was substantially higher than the federal statutory benefit rate of (35.0)% primarily due to taxes on profitable foreign subsidiaries, taxes on dividends and other foreign income deemed includable in the U.S., and an increase in our valuation allowance on future tax benefits due to current net operating losses for which we were not able to recognize a tax benefit.
 
Our effective tax rate for 2008 was substantially higher than the federal statutory benefit rate of (35.0)% primarily due to the non-deductibility of our goodwill impairment, taxes on profitable foreign subsidiaries, and taxes on dividends and other foreign income deemed includable in the U.S. Our effective tax rate for 2007 was substantially higher than the federal statutory rate primarily due the non-deductibility of our goodwill impairment and, to a lesser extent, an increase in our valuation allowance on future tax benefits.
 
Liquidity and Capital Resources
 
   
Year Ended
 
   
October 3,
2009
   
September 27,
2008
   
September 29,
2007
 
   
(In thousands)
 
Net cash provided by (used in):
                 
Operating activities
  $ 197,230     $ 39,265     $ 485,937  
Investing activities
    (91,916 )     11,383       (16,864 )
Financing activities
    (79,795 )     (120,000 )     (43,775 )
Effect of exchange rate changes
    3,831       5,729       16,297  
Increase (decrease) in cash and cash equivalents
  $ 29,350     $ (63,623 )   $ 441,595  
 
Cash and cash equivalents were $899.2 million at October 3, 2009 and $869.8 million at September 27, 2008. Our cash levels vary during any given quarter depending on the timing of collections from customers and payments to suppliers, the extent and timing of sales of receivables and other factors.
 

 
60

 
 
Net cash provided by operating activities was $197.2 million, $39.3 million and $485.9 million for 2009, 2008 and 2007, respectively. In 2009, we generated $218.8 million of cash from changes in net operating assets, which consist primarily of accounts receivable, inventories, accounts payable, and accrued liabilities. Cash generated from changes in net operating assets reflects our focused efforts to reduce the level of net operating assets required to fund our operations as evidenced by improvements in days sales outstanding (48 at October 3, 2009, versus 52 at September 27, 2008) and accounts payable days (60 at October 3, 2009, versus 53 at September 27, 2008). Although we were able to improve these key metrics, the economic slowdown negatively affected our inventory turns in 2009. In absolute dollars, inventory decreased by $52.0 million, but due to lower sales levels our inventory turns decreased from 7.7 turns in 2008 to 6.1 turns in 2009. We expect to improve our inventory turns in the coming periods, although there can be no assurance that this result will be achieved due to customer requirements to purchase inventory, business volume and other factors. Additionally, we generated $21.6 million of cash in 2009 from our operating results excluding non-cash items. Cash provided by operating activities in 2008 was primarily from our operating results adjusted to exclude non-cash items such as depreciation and amortization, stock based compensation expense, goodwill impairment and similar items. This source of cash was reduced by net working capital changes of $82.1 million resulting primarily from the divestiture of our PC Business. Cash provided by operating activities in 2007 was primarily from changes in net operating assets resulting from improvements in days sales outstanding and inventory turns, and reflecting our increased emphasis on working capital management. Working capital was $1.3 billion at October 3, 2009 and $1.6 billion at September 27, 2008.
 
Net cash provided by (used in) investing activities was $(91.9) million, $11.4 million and $(16.9) million for 2009, 2008 and 2007, respectively. In 2009, we used $65.9 million of cash for capital expenditures and $29.7 million to acquire a business operation from JDSU Uniphase. In 2008, we sold our PC business for $89.1 million, sold certain assets for $30.6 million and received $13.3 million from maturities of short-term investments. These items were partially offset by $121.5 million of capital expenditures. In 2007, we used $88.4 million of cash for capital expenditures and generated $50.2 million of cash from sales of certain assets and $22.0 million of cash from the sale of a business.
 
Net cash used in financing activities was $79.8 million, $120.0 million and $43.8 million for 2009, 2008 and 2007, respectively. In 2009, we used $31.5 million of cash to repurchase certain debt at a discount prior to its maturity, we spent $29.2 million to repurchase shares of our common stock and we posted $19.1 million of collateral in the form of cash against certain of our collateralized obligations. In 2008, we redeemed $120 million of debt at par prior to its maturity. In 2007, we issued $600 million of debt and used the net proceeds of $588 million and other cash to repay $625 million of existing debt.
 
As of October 3, 2009, the Company had $1.4 billion of total debt outstanding under various debt instruments. On November 16, 2009, the Company redeemed $175.7 million of outstanding debt as discussed further below.
 

 
61

 
 
Senior Floating Rate Notes.  On June 12, 2007, we issued $300 million of Senior Floating Rate Notes due 2010 (the “2010 Notes”) and $300 million of Senior Floating Rate Notes due 2014 (the “2014 Notes”). The notes accrue interest at a rate per annum, reset in full quarterly, equal to the three-month LIBOR plus 2.75%. The 2010 Notes outstanding as of October 3, 2009 were redeemed on November 16, 2009 and the 2014 Notes will mature on June 15, 2014.
 
The 2014 Notes are senior unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured debt. We may redeem the 2014 Notes in whole or in part at redemption prices ranging from 100% to 102% of the principal amount of the 2014 Notes, plus accrued and unpaid interest.
 
On November 16, 2009, we redeemed the remaining outstanding 2010 Notes in the principal amount of $175.7 million. In 2009, we repurchased $4.3 million and $42.6 million of our 2010 and 2014 Notes, respectively. In 2008, we redeemed $120.0 million of our 2010 Notes at par. Since the issuance of our 2010 and 2014 Notes for an aggregate principal amount of $600 million in 2007, we have redeemed or repurchased $342.6 million of these notes, including redemption of the remaining outstanding 2010 Notes of $175.7 million on November 16, 2009. Therefore, as of November 16, 2009, we have $257.4 million of 2014 Notes outstanding.
 
On June 12, 2007, we entered into interest rate swap transactions with independent third parties to partially hedge our Notes. The interest rate swaps had a total notional amount of $300.0 million and were designated as cash flow hedges. Under the swap agreements, we pay the counterparties a fixed rate of 5.594% in exchange for a three month LIBOR rate on the swaps. These swap agreements effectively fix the interest rate at 8.344% through 2014 on the hedged portion of debt. As of October 3, 2009, we had interest rate swaps of $300 million against the 2010 and 2014 Notes. Based on our repurchases of these notes and our intention to redeem the 2010 Notes in November 2009, which occurred on November 16, 2009, we dedesignated our interest rate swaps as of October 3, 2009 and redesignated $257 million of the swaps as hedging instruments on the same day. As a result of this dedesignation and redesignation, we recorded a $6.1 million charge to gain (loss) on extinguishment of debt, representing the value of the $43 million net dedesignated portion of the interest rate swap previously recorded in accumulated other comprehensive income. We believe the likelihood that floating rate debt in the amount of $257 million will exist through swap maturity in 2014 is probable and therefore will continue to apply hedge accounting to this portion of the swap.
 

 
62

 
 
8.125% Senior Subordinated Notes.  On February 15, 2006, we issued $600 million of 8.125% Senior Subordinated Notes due 2016 (the “8.125% Notes”) with a maturity date of March 1, 2016. The 8.125% Notes are unsecured and subordinated in right of payment to all of our existing and future senior debt.
 
We may redeem the 8.125% Notes, in whole or in part, at any time prior to March 1, 2011, at a redemption price equal to the sum of (1) the principal amount of the 8.125% Notes to be redeemed, (2) accrued and unpaid interest on those 8.125% Notes and (3) a make-whole premium. We may redeem the 8.125% Notes, in whole or in part, beginning on March 1, 2011, at declining redemption prices ranging from 104.063% to 100% of the principal amount of the 8.125% Notes, plus accrued and unpaid interest with the actual redemption price to be determined based on the date of redemption.
 
6.75% Senior Subordinated Notes.  On February 24, 2005, we issued $400 million of 6.75% Senior Subordinated Notes due 2013 (the “6.75% Notes”) with a maturity date of March 1, 2013. We entered into interest rate swap agreements with four independent swap counterparties to hedge our interest rate exposures related to the 6.75% Notes. The swap agreements were terminated in 2009 as discussed below.
 
The 6.75% Notes are unsecured and subordinated in right of payment to all of our existing and future senior debt. We may redeem the 6.75% Notes, in whole or in part, at declining redemption prices ranging from 103.375% to 100% of the principal amount, plus accrued and unpaid interest, with the actual redemption price to be determined based on the date of redemption.

During the first quarter of 2009, we terminated our revolving credit facility and entered into a new credit facility. In connection with the termination of the revolving credit facility, we also terminated an interest rate swap associated with our 6.75% Notes. During the second quarter of 2009, we received termination notices from our remaining counterparties exercising their right pursuant to embedded call options to cancel the remaining interest rate swaps.

Asset-backed Lending Facility.  In the first quarter of 2009, we entered into a Loan, Guaranty and Security Agreement (the “Loan Agreement”), among us, the financial institutions party thereto from time to time as lenders, and Bank of America, N.A., as agent for such lenders to replace a senior credit facility which was terminated in the first quarter of 2009.
 

 
63

 
 
The Loan Agreement provides for a $135 million secured asset-backed revolving credit facility, subject to a reduction of between $25 million to $50 million depending on the amount of our borrowing base, with an initial $50 million letter of credit sublimit. The facility may be increased by an additional $200 million upon obtaining additional commitments from the lenders then party to the Loan Agreement or new lenders. The Loan Agreement expires on the earlier of (i) the date that is 90 days prior to the maturity date of the 6.75% Notes if such notes are not repaid, redeemed, defeased, refinanced or reserved for under the borrowing base under the Loan Agreement prior to such date or (ii) November 19, 2013 (the “Maturity Date”).
 
Loans may be advanced under the Loan Agreement based on a borrowing base derived from specified percentages of the value of eligible accounts receivable and inventory. The borrowing base is subject to certain customary reserves and eligibility criteria. If at any time the aggregate principal amount of the loans outstanding plus the face amount of undrawn letters of credit under the Loan Agreement exceed the borrowing base then in effect, we must make a payment or post cash collateral (in the case of letters of credit) in an amount sufficient to eliminate such excess. There are currently no loans and $25.3 million in letters of credit outstanding under the Loan Agreement.
 
Loans under the Loan Agreement bear interest, at our option, at a rate equal to LIBOR or a base rate equal to Bank of America, N.A.’s announced prime rate, in each case plus a spread. A commitment fee accrues on any unused portion of the commitments under the Loan Agreement at a rate per annum based on usage. Principal, together with accrued and unpaid interest, is due on the Maturity Date. Our obligations under the Loan Agreement are secured by certain accounts receivable and other assets.
 
Sales of Accounts Receivable.  On June 26, 2008 we entered into a two year global revolving trade receivables purchase agreement with a financial institution that allows us to sell accounts receivable. The maximum face amount of accounts receivable that may be outstanding at any time under this agreement is $250 million. The purchase price for receivables sold under this program ranges from 95% to 100% of the face amount. We pay LIBOR plus a spread for the period from the date a receivable is sold to the date the receivable is collected. Sold receivables are subject to certain limited recourse provisions. We continue to service, administer and collect sold receivables on behalf of the purchaser in exchange for a servicing fee.
 

 
64

 
 
During 2009, we sold $137.5 million of receivables for which we received proceeds of $130.6 million.  As of October 3, 2009, $8.4 million of sold receivables were subject to certain recourse provisions and $20.5 million of sold receivables remained outstanding.

In accordance with SFAS No. 140, (ASC Topic 860) as amended by SFAS No. 156, “Accounting for Servicing of Financial Assets an Amendment of FASB Statement No. 140” (ASC Topic 860, Transfers and Services), accounts receivable sold in 2009, 2008 and 2007 were removed from our consolidated balance sheets and reflected as cash provided by operating activities in the consolidated statements of cash flows.

Other Liquidity Matters.  Current weak economic conditions and tightening of credit markets have increased the risk of delinquent or uncollectible accounts receivable. Additionally, such factors have negatively affected our sales, net income and operating cash flows. We expect this trend to continue in the near term.

On January 14, 2009, one of our customers, Nortel Networks, filed a petition for reorganization under bankruptcy law. As a result, we performed an analysis as of December 27, 2008 to quantify our potential exposure, considering factors such as which legal entities of the customer are included in the bankruptcy reorganization, future demand from Nortel Networks, and administrative and reclamation claim priority. As a result of the analysis, we determined that certain accounts receivable may not be collectible and therefore deferred recognition of revenue in the amount of $5.0 million for shipments made in the first quarter of 2009. Additionally, we determined that certain inventory balances may not be recoverable and provided a reserve for such inventories in the amount of $5.0 million in the first quarter of 2009. We updated our analysis at October 3, 2009 and determined that no additional reserves were necessary. Our estimates are subject to change as additional information becomes available.

In the ordinary course of business, we are or may become party to legal proceedings, claims and other contingencies, including environmental matters and examinations and investigations by government agencies. As of October 3, 2009, we had reserves of $29.3 million related to such matters. We may not be able to accurately predict the outcome of these matters or the amount or timing of cash flows that may be required to defend ourselves or to settle such matters. For further information regarding legal proceedings, see Part II, Item 1. Legal Proceedings. Additionally, we participate as a plaintiff in certain legal proceedings and may receive cash in connection with these matters. We do not recognize income for these matters until cash is received or realizable. We expect to receive a payment of up to $35 million in December 2009 in connection with one of these matters, but there can be no assurance as to the exact amount or timing of this payment.

 
65

 
 
As of October 3, 2009, we had a liability of $31.5 million for uncertain tax positions. Our estimate of our liability for uncertain tax positions is based on a number of subjective assessments, including the likelihood of a tax obligation being assessed, the amount of taxes (including interest and penalties), that would ultimately be payable, and our ability to settle any such obligations on favorable terms. Therefore, the amount of future cash flows associated with uncertain tax positions may be significantly higher or lower than our recorded liability.
 
We have entered into, and continue to enter into, various transactions that periodically require collateral. These obligations have historically arisen from customs, import/export, VAT, utility services, debt financing, foreign exchange contracts and interest rate swaps. We have collateralized, and may from time to time collateralize, such obligations as a result of counterparty requirements or for economic reasons. As of October 3, 2009, we had collateral of $29.1 million in the form of cash against certain of our collateralized obligations. This amount is included in other noncurrent assets on the consolidated balance sheet.
 
Our liquidity needs are largely dependent on changes in our working capital, including the extension of trade credit by our suppliers, investments in facilities and equipment, and repayments of obligations under outstanding indebtedness. Our primary sources of liquidity include cash of $899.2 million, our $135 million credit facility, our $250 million accounts receivable sales program and cash generated from operations. As of October 3, 2009, we were eligible to borrow $61.8 million under our credit facility.
 
Our debt agreements do not contain financial covenants currently applicable to us, but do include a number of customary affirmative covenants, negative covenants and events of default. If we are unable to comply with these requirements in the future, we may be required to seek waivers or amendments. We may not be able to obtain such waivers or amendments on terms acceptable to us or at all, and, in such case, we could be required to immediately repay certain outstanding debt or our ability to conduct our business could otherwise be materially adversely impacted. We were in compliance with these requirements as of October 3, 2009.

We repaid our 2010 Notes on November 16, 2009. Our next debt maturity is in 2013. We may, however, consider early redemptions of our debt in future periods, possibly using proceeds from additional debt or equity financings. In addition to our existing covenant requirements, future debt financing may require us to comply with financial ratios and covenants. Equity financing, if required, may result in dilution to existing stockholders.

We announced on October 27, 2008 that our Board of Directors had approved a stock repurchase program covering up to 10% of our shares based on our closing stock price on October 29, 2008, which equates to repurchases of approximately $35.0 million. Purchases under the program shall be made at prevailing market prices or in privately negotiated transactions. The program shall continue through December 31, 2009, unless otherwise determined by the Board of Directors. During 2009, we repurchased 10.1 million shares of our common stock, representing approximately 11% of our outstanding shares, for a total of $29.2 million, including commissions.

 
66

 
 
We believe our existing cash resources and other sources of liquidity, together with cash generated from operations and planned sales of assets, will be sufficient to meet our working capital requirements through at least the next 12 months. Should demand for our products decrease significantly over the next 12 months, the available cash provided by operations could be adversely impacted.
 
Contractual Obligations
 
The following is a summary of our long-term debt, including interest, and operating lease obligations as of October 3, 2009:
 
         
Year Ended
 
   
Total
   
2010
   
2011
   
2012
   
2013
   
2014
   
Thereafter
 
   
(In thousands)
 
Long-term debt, including interest
  $ 1,945,848     $ 273,820     $ 97,227     $ 97,227     $ 481,551     $ 322,268     $ 673,755  
Operating leases
    74,639       24,245       16,872       9,587       6,000       3,307       14,628  
Total contractual obligations
  $ 2,020,487     $ 298,065     $ 114,099     $ 106,814     $ 487,551     $ 325,575     $ 688,383  

We also have outstanding firm purchase orders with certain suppliers for the purchase of inventory. These purchase orders are generally short-term in nature. Orders for standard, or catalog, items can typically be canceled with little or no financial penalty. Our policy regarding non-standard or customized items dictates that such items are only ordered specifically for customers who have contractually assumed liability for the inventory. In addition, a substantial portion of catalog items covered by our purchase orders are procured for specific customers based on their purchase orders or a forecast under which the customer has contractually assumed liability for such material. Accordingly, the amount of liability from purchase obligations under these purchase orders is not expected to be significant or meaningful.
 
We provided guarantees to various third parties in the form of letters of credit totaling $25.3 million as of October 3, 2009. The letters of credit cover various guarantees including workers’ compensation claims and customs duties.
 
We have defined benefit pension plans with an underfunded amount of $16.7 million at October 3, 2009. We will be required to provide additional funding to these plans in the future.
 
Our future needs for financial resources include increases in working capital to support anticipated sales growth, investments in facilities and equipment and repayments of outstanding indebtedness. Additionally, in 2010, we anticipate incurring additional cash outlays in connection with our past restructuring activities for expenses recorded as incurred in accordance with U.S. GAAP.
 

 
67

 

Quarterly Results (Unaudited)
 
The following tables contain selected unaudited quarterly financial data for the eight fiscal quarters in 2009 and 2008. In management’s opinion, the unaudited data has been prepared on the same basis as the audited information and includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the data for the periods presented. Our results of operations have varied and may continue to fluctuate significantly from quarter to quarter. The results of operations in any period should not be considered indicative of the results to be expected from any future period.
 
   
Year Ended October 3, 2009
 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
 
   
(In thousands, except per share data)
 
Net sales
  $ 1,419,264     $ 1,195,107     $ 1,209,150     $ 1,353,960  
Gross profit
  $ 83,798     $ 68,590     $ 75,760     $ 94,330  
Gross margin(1)
    5.9 %     5.7 %     6.3 %     7.0 %
Operating income (loss)
  $ 1,936     $ (13,166 )   $ (1,147 )   $ 7,721  
Operating margin (loss)
    0.1 %     (1.1 )%     (0.1 )%     0.6 %
Net loss
  $ (25,273 )   $ (37,538 )   $ (41,126 )   $ (32,285 )
Basic and diluted net loss per share
  $ (0.29 )   $ (0.45 )   $ (0.51 )   $ (0.41 )
____________________
 
(1)
Improvement in the fourth quarter, relative to the third quarter, is primarily attributable to increased volume and a more favorable product mix, whereby higher gross margin products represented a greater percentage of our net sales.
 

 
68

 
 
   
Year Ended September 27, 2008
 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter(2)
 
   
(In thousands, except per share data)
 
Net sales
  $ 1,778,140     $ 1,817,431     $ 1,903,253     $ 1,703,579  
Gross profit
  $ 128,929     $ 124,645     $ 139,641     $ 130,891  
Gross margin(1)
    7.3 %     6.9 %     7.3 %     7.7 %
Operating income (loss)
  $ 26,816     $ (8,613 )   $ 39,738     $ (442,101 )
Operating margin (loss)
    1.5 %     (0.5 )%     2.1 %     (26.0 )%
Income (loss) from continuing operations
  $ (9,453 )   $ (39,937 )   $ 11,969     $ (473,915 )
Income (loss) from discontinued operations
  $ 17,369     $ 15,523     $ 3,359     $ (11,264 )
Net income (loss)
  $ 7,916     $ (24,414 )   $ 15,328     $ (485,179 )
Basic net income (loss) from continuing operations per share
  $ (0.11 )   $ (0.45 )   $ 0.14     $ (5.35 )
Basic net income (loss) from discontinued operations per share
  $ 0.20     $ 0.17     $ 0.03     $ (0.13 )
Basic net income (loss) per share
  $ 0.09     $ (0.28 )   $ 0.17     $ (5.48 )
Diluted net income (loss) from continuing operations per share
  $ (0.11 )   $ (0.45 )   $ 0.14     $ (5.35 )
Diluted net income (loss) from discontinued operations per share
  $ 0.20     $ 0.17     $ 0.03     $ (0.13 )
Diluted net income (loss) per share
  $ 0.09     $ (0.28 )   $ 0.17     $ (5.48 )
____________________
 
(1)
Improvement in the fourth quarter, relative to the third quarter, is partially attributable to favorable resolutions of certain inventory and warranty claims.
 
(2)
Includes a goodwill impairment charge of $478.7 million.
 

 
69

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
Interest Rate Risk
 
Our exposures to market risk for changes in interest rates relate primarily to certain debt obligations. Currently, we do not use derivative financial instruments in our investment portfolio. We invest in high quality credit issuers and, by policy, limit the amount of principal exposure with any one issuer. As stated in our policy, we seek to ensure the safety and preservation of our invested principal funds by limiting default and market risk.
 
We seek to mitigate default risk by investing in high quality credit securities and by positioning our investment portfolio to respond to a significant reduction in credit rating of any investment issuer, guarantor or depository. We seek to mitigate market risk by limiting the principal and investment term of funds held with any one issuer and by investing funds in marketable securities with active secondary or resale markets. As of October 3, 2009, we had no short-term investments.
 
As of October 3, 2009, we had $1.4 billion of debt, of which $1.0 billion bears interest at a fixed rate and $257 million of variable rate debt has been converted to fixed rate through the use of interest rate swaps. Accordingly, our exposure to interest rate changes is limited to variable rate debt of $176 million, which was redeemed on November 16, 2009 (see Note 17). The effect of an immediate 10% change in interest rates would not be material to our results of operations.

Foreign Currency Exchange Risk
 
We transact business in foreign countries. Our foreign exchange policy requires that we take certain steps to limit our foreign exchange exposures in certain assets and liabilities and forecasted cash flows. However, such policy does not require us to hedge all foreign exchange exposures. Further, foreign currency hedges are based on forecasted transactions, the amount of which may differ from that actually incurred. As a result, we can experience foreign exchange rate gains and losses in our results of operations.
 
Our primary foreign currency cash flows are in certain Asian and European countries, Brazil, Canada and Mexico. We enter into short-term foreign currency forward contracts to hedge currency exposures associated with certain assets and liabilities denominated in foreign currencies. These contracts typically have maturities of three months or less and are not designated as part of a hedging relationship in accordance with SFAS No. 133 (ASC Topic 815). All outstanding foreign currency forward contracts are marked-to-market at the end of the period with unrealized gains and losses included in other income (expense), net, in the consolidated statements of operations. At October 3, 2009 and September 27, 2008, we had outstanding foreign currency forward contracts to exchange various foreign currencies for U.S. dollars in the aggregate notional amount of $354.2 million and $341.6 million, respectively. We also utilize foreign currency forward and option contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates. Such exposures result from portions of forecasted sales, cost of sales and expenses denominated in currencies other than the functional currency. These contracts typically are less than 12 months in duration and are accounted for as cash flow hedges under SFAS No. 133 (ASC Topic 815), subject to periodic assessment of effectiveness. The effective portion of changes in the fair value of the contracts is recorded in stockholders’ equity as a separate component of accumulated other comprehensive income and is recognized in the consolidated statement of operations when the hedged item affects earnings. The ineffective portion of the hedges was not material for 2009. We had forward and option contracts related to cash flow hedges in various foreign currencies in the aggregate notional amount of $32.1 million and $49.3 million at October 3, 2009 and September 27, 2008, respectively.
 
The net impact of an immediate 10% change in exchange rates would not be material to our consolidated financial statements, provided we are appropriately hedged. However, if we are not adequately hedged, we could incur significant gains or losses.
 

 
70

 

Item 8.  Financial Statements and Supplementary Data
 
The information required by this item is incorporated by reference to the financial statements included in “Part IV—Item 15(a)(1),” the financial statement schedule included in “Part IV—Item 15(a)(2)” and the selected quarterly financial data included in “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Results (Unaudited).”
 
Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
 
Not applicable.
 
Item 9A.  Controls and Procedures
 
(a)
Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 3, 2009. In making this assessment, our management used the criteria established in Internal Control—Integrated Framework, issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has concluded that, as of October 3, 2009, our internal control over financial reporting was effective based on the COSO criteria. The effectiveness of our internal control over financial reporting as of October 3, 2009 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report which is included in Item 15 of this Annual Report on Form 10-K.
 
(b)
Changes in Internal Control Over Financial Reporting
 
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended October 3, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 

 
71

 
 
(c)
Evaluation of Disclosure Controls and Procedures
 
Our management is responsible for establishing and maintaining our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that their objectives are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits of disclosure controls and procedures must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all disclosure control issues and instances of fraud, if any, within the Company have been detected. Nonetheless, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 3, 2009, our disclosure controls and procedures were (1) designed to provide reasonable assurance of achieving their objectives and (2) effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure.
 
(d)           Internal Controls with Respect to Stock Options
 
Pursuant to the Stipulation of Settlement dated February 26, 2009 approved in connection with the settlement of our derivative litigation, we agreed to include in our annual report on internal control over financial reporting management’s assessment of the adequacy of our internal controls with respect to stock grants. Management’s assessment of the effectiveness of internal control over financial reporting contained in subsection (a) above includes our assessment of the effectiveness of our internal controls with respect to stock options.
 
Item 9B.  Other Information
 
Not applicable.
PART III
 
The information called for by Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2009 Annual Meeting of Stockholders pursuant to Regulation 14A, except that the information regarding our executive officers called for by Item 401(b) of Regulation S-K has been included in Part I of this report.
 

 
72

 

PART IV
 
Item 15.  Exhibits and Financial Statement Schedules
 
 
(a)
(1) The following financial statements are filed as part of this report:
 
 
Page
 
Reports of Independent Registered Public Accounting Firm
81
Financial Statements:
 
Consolidated Balance Sheets, As of October 3, 2009 and September 27, 2008
82
Consolidated Statements of Operations, Years Ended October 3, 2009, September 27, 2008 and September 29, 2007
83
Consolidated Statements of Comprehensive Loss, Years Ended October 3, 2009, September 27, 2008 and September 29, 2007
84
Consolidated Statements of Stockholders’ Equity, Years Ended October 3, 2009, September 27, 2008 and September 29, 2007
85
Consolidated Statements of Cash Flows, Years Ended October 3, 2009, September 27, 2008 and September 29, 2007
86
Notes to Consolidated Financial Statements
87
 
 
(2)
The following financial statement schedule of Sanmina-SCI Corporation is filed as part of this report on Form 10-K 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)
Refer to item 15(b) immediately below.
 

 
73

 
 
(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.
4.1(7)
Preferred Stock Rights Agreement, dated as of May 17, 2001 between the Registrant and Wells Fargo National Bank, Minnesota, N.A., including the form of Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C.
4.2(8)
Supplemental Indenture No. 3, dated as of October 7, 2005, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina-SCI USA, Inc. and J.P. Morgan Trust Company, National Association, as trustee.
4.3(9)
Subordinated Indenture dated March 15, 2000, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee (“Subordinated Indenture”).
4.4(10)
Supplemental Indenture No. 1, dated as of March 15, 2000, to the Subordinated Indenture, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee.
4.5(11)
Supplemental Indenture No. 2, dated as of December 7, 2001, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina Corporation, as Guarantor, and Bank One Trust Company, National Association, as Trustee.
4.6(12)
Indenture, dated as of December 23, 2002, among the Registrant, the Guarantors Party thereto and State Street Bank and Trust Company of California, N.A., as trustee.
4.7(13)
First Supplemental Indenture, dated as of July 21, 2003, among Newisys, Inc., the Registrant and U.S. Bank National Association, as trustee.
4.8(14)
Second Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee.
4.9(15)
Intercreditor Agreement, dated as of December 23, 2002, by and among, as second lien collateral trustees, LaSalle Business Credit, Inc., as collateral agent, State Street Bank and Trust Company of California, N.A. and each New First Lien Claimholder Representative which may become a party from time to time, and the Registrant.
4.10(16)
Second Lien Collateral Trust Agreement, dated as of December 23, 2002, by and among the Registrant, the subsidiaries of the Registrant party thereto and State Street Bank and Trust Company of California, N.A., as second lien collateral trustee.
4.11(17)
Indenture, dated as of February 24, 2005, among the Registrant, the guarantors party thereto and U.S. Bank National Association, as trustee.
4.12(18)
First Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee.
4.13(19)
Second Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.

 
74

 

Exhibit
Number
 
Description
   
4.14(20)
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.
4.15(21)
First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.
4.16(22)
Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2005, among the Registrant, the guarantors party thereto, the lenders party thereto, Citibank, N.A., as Collateral Agent, and Bank of America, N.A., as Administrative Agent.
4.17(23)
Amendment No.3 and Waiver to Amended and Restated Credit and Guaranty Agreement, dated as of December 29, 2006, among the Registrant, the guarantors party thereto, the lenders party thereto, Citibank, N.A., as Collateral Agent, and Bank of America, N.A., as Administrative Agent.
4.18(24)
Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement, dated as of June 5, 2007, by and among Registrant, each of the subsidiaries of Registrant party thereto, the lenders party thereto, Citibank, N.A., as collateral agent, and Bank of America, N.A., as Administrative Agent.
4.19(25)
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 2010.
4.20(26)
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.
10.1(27)
Amended 1990 Incentive Stock Plan.
10.2(28)(29)
1999 Stock Plan.
10.3(30)
Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001.
10.4(31)
1995 Director Option Plan.
10.5(32)
1996 Supplemental Stock Plan.
10.6(33)
Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated July 1, 1998.
10.7(34)
SCI Systems, Inc. 1994 Stock Option Incentive Plan.
10.8.(35)
SCI Systems, Inc. 2000 Stock Incentive Plan.
10.9.(36)
SCI Systems, Inc. Board of Directors Deferred Compensation Plan.
10.10(37)
Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation.
10.11(38)(29)
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.
10.12(39)
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden).
10.13(40)
Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland).
10.14(41)(29)
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.
10.15(42)
2003 Employee Stock Purchase Plan.
10.16(43)
Committed Account Receivable Purchase Agreement, dated April 1, 2005, between Sanmina-SCI UK Limited and Citibank International Plc.
10.17(44)
Committed Account Receivable Purchase Agreement, dated April 1, 2005, between Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Citibank International Plc.
10.18(45)
Revolving Receivables Purchase Agreement, dated as of September 23, 2005, among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft, Sanmina-SCI Systems de Mexico S.A. de C.V., as Originators, the Registrant and Sanmina-SCI UK Ltd., as Servicers, the banks and financial institutions party thereto from time to time, and Deutsche Bank AG New York, as Administrative Agent.
10.19(46)
Randy Furr separation agreement.

 
75

 

Exhibit
Number
 
Description
   
10.20(47)
Revolving Trade Receivables Purchase Agreement, dated as of September 21, 2007, among Sanmina-SCI Magyarorszag Elekronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as Originators, the Registrant, Sanmina-SCI UK Ltd., and Sanmina-SCI Israel Medical Ltd., as Servicers, the banks and financial institutions party thereto from time to time, and Deutsche Bank AG New York, as Administrative Agent.
10.21(48)
Form of First Amendment to the Revolving Trade Receivables Purchase Agreement, dated as of September 21, 2007, among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as Originators, the Registrant and Sanmina-SCI UK Ltd., as Servicers, the several banks and other financial institutions or entities from time to time party thereto, as Purchasers, and Deutsche Bank AG New York Branch, as Administrative Agent, dated November 26, 2007.
10.22(49)(29)
Employment Agreement dated as of August 28, 2007 by and between the Registrant and Joseph Bronson.
10.23(50)(29)
Employment Agreement dated as of June 15, 2007 by and between the Registrant and Walter Hussey.
10.24(51)(29)
Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler.
10.25(52)
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.
10.26(53)
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.
10.27(54)(29)
Description of fiscal 2008 Non-employee Directors Compensation Arrangements.
10.28(55)(29)
Employment offer letter dated July 20, 2004 between the Registrant and David White.
10.29(56)
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.
10.30(57)
First Amendment Agreement, dated as of November 26, 2007 to the Revolving Trade Receivables Purchase Agreement dated as of September 21, 2007 among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as Originators, the Registrant and Sanmina-SCI UK Ltd, as Services, the several banks and other financial institutions or entities from time to time parties thereto, as Purchasers and Deutsche Bank AG New York Branch, as Administrative Agent.
10.31(58)
Second Amendment Agreement, dated as of March 21, 2008 to the Revolving Trade Receivables Purchase Agreement dated as of September 21, 2007 among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as Originators, the Registrant and Sanmina-SCI UK Ltd, as Services, the several banks and other financial institutions or entities from time to time parties thereto, as Purchasers and Deutsche Bank AG New York Branch, as Administrative Agent.
10.32(59)
Third Amendment Agreement, dated as of April, 30, 2008 to the Revolving Trade Receivables Purchase Agreement dated as of September 21, 2007 among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as Originators, the Registrant and Sanmina-SCI UK Ltd, as Services, the several banks and other financial institutions or entities from time to time parties thereto, as Purchasers and Deutsche Bank AG New York Branch, as Administrative Agent.
10.33(60)(29)
Revised form of Officer and Director Indemnification Agreement.


 
76

 

 
Exhibit
Number
<