8 unchanged sentences
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Changes in Accounting Principles
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020 and the manner in which it accounts for revenue in 2019.
Basis for Opinions
14 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
−Removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
60 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands, except per share amounts)
7 unchanged sentences
Goodwill impairment — — 6,609
+Added: Gain on sale of long-lived assets ( 4,610 ) — —
Total operating expenses 272,727 270,505 298,020
17 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
26 unchanged sentences
Other comprehensive loss — — — — ( 7,373 ) — ( 7,373 )
−Removed: Cumulative effect of new accounting pronouncement 28,130 28,130
Net income — — — — — 139,713 139,713
−Removed: BALANCE AT SEPTEMBER 28, 2019
+Added: BALANCE AT OCTOBER 3, 2020
107,629 $ 6,301,537 ( 42,630 ) $ ( 983,143 ) $ 34,886 $ ( 3,723,364 ) $ 1,629,916
17 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
6 unchanged sentences
Impairment of goodwill and other assets 1,848 — 8,409
−Removed: Gain on sale of intellectual property
+Added: Loss (Gain) on sale of intellectual property
7,000 ( 15,000 ) —
11 unchanged sentences
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
−Removed: Purchases of property, plant and equipment, net of proceeds from asset sales ( 73,296 ) ( 65,982 ) ( 134,674 )
+Added: Purchases of property, plant and equipment ( 138,639 ) ( 73,296 ) ( 65,982 )
Proceeds from sales of property, plant and equipment 8,425 1,084 1,573
9 unchanged sentences
Repayments of long-term debt ( 332,814 ) ( 18,752 ) ( 39,048 )
−Removed: Proceeds from long-term debt — — 375,000
+Added: Proceeds from issuance of long-term debt 350,000 — —
Debt issuance costs ( 3,263 ) — —
4 unchanged sentences
Effect of exchange rate changes ( 4,510 ) ( 199 ) ( 81 )
−Removed: Increase in cash and cash equivalents 169,500 25,785 35,213
+Added: Increase (decrease) in cash and cash equivalents ( 120,169 ) 169,500 25,785
Cash and cash equivalents at beginning of year 650,026 480,526 454,741
10 unchanged sentences
The Company is a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services.
−Removed: The Company provides these comprehensive solutions primarily to original equipment manufacturers (OEMs) that serve the industrial, medical, defense and aerospace, automotive, communications networks and cloud solutions industries.
+Added: The Company provides these comprehensive solutions primarily to original equipment manufacturers (OEMs) that serve the industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure industries.
The Company's operations are managed as two businesses:
2 unchanged sentences
2) Components, Products and Services (CPS).
−Removed: Components include interconnect systems (printed circuit board fabrication, backplanes, cable assemblies and plastic injection molding) and mechanical systems (enclosures and precision machining).
+Added: Components include printed circuit boards, backplanes and backplane assemblies, cable assemblies, fabricated metal parts, precision machined parts, and plastic injected molded parts.
Products include memory solutions from our Viking Technology division;
high-performance storage platforms for hyperscale and enterprise solutions from our Viking Enterprise Solutions (VES) division;
−Removed: optical, radio frequency (RF) and microelectronic (microE) design and manufacturing services from Advanced Micro Systems Technologies;
+Added: optical, radio frequency (RF) and microelectronic (microE) design and manufacturing services from Advanced Microsystems Technologies;
defense and aerospace products from SCI Technology;
2 unchanged sentences
The Company's only reportable segment is IMS, which represented approximately 80 % of total revenue in 2022.
−Removed: The CPS business consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments.
−Removed: Therefore, financial information for these operating segments is aggregated and presented in a single category entitled “Components, Products and Services”.
+Added: CPS consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments.
+Added: Therefore, financial information for these operating segments is combined and presented in a single category entitled “Components, Products and Services”.
Basis of Presentation
21 unchanged sentences
October 2, 2021 due to the nature or short maturity of these instruments, or because, in some cases, the instruments are recorded at fair value on the consolidated balance sheets.
+Added: Cash and Cash Equivalents.
+Added: Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities of three months or less.
Accounts Receivable and Other Related Allowances.
3 unchanged sentences
Accounts Receivable Sales.
−Removed: The Company entered into a Receivables Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.
+Added: The Company is a party to a Receivables Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.
Trade receivables sold pursuant to the RPA are serviced by the Company.
28 unchanged sentences
Therefore, the Company is exposed to movements in foreign currency exchange rates and interest rates.
−Removed: The Company uses derivatives, such as foreign currency
−Removed: forward contracts and interest rate swaps, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates.
+Added: The Company uses derivatives, such as foreign currency forward contracts and interest rate swaps, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates.
The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging, which requires each derivative instrument to be recorded on the consolidated balance sheets at its fair value as either an asset or a liability.
16 unchanged sentences
The Company's incremental borrowing rate is based on the term of the lease, the economic environment of the lease and the effect of collateralization, if any.
−Removed: The Company adopted ASC 842 on September 29, 2019, the first day of fiscal 2020.
−Removed: Upon adoption of the new standard, the Company recognized approximately $ 65 million of ROU assets and lease liabilities.
−Removed: Adoption of the new standard did not have a material impact on the Company’s consolidated statements of income or consolidated statements of cash flows.
Revenue Recognition.
19 unchanged sentences
Application of the cost-to-cost method for government contracts in the Company’s Defense and Aerospace division requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs.
−Removed: This division is an operating segment whose results are aggregated with ten other operating segments and reported under Components, Products and Services ("CPS") for segment reporting purposes.
−Removed: In 2021, CPS revenue and gross profit was $ 1.3 billion and $ 177 million, respectively.
+Added: This division is an operating segment whose results are combined with eleven other operating segments and reported under Components, Products and Services (“CPS”) for segment reporting purposes.
+Added: In 2022, CPS revenue and gross profit were $ 1.5 billion and $ 194 million, respectively.
The Company updates its estimates of materials, labor and subcontractor costs on a quarterly basis.
4 unchanged sentences
Refer to Note 4 for further discussion.
−Removed: The Company adopted ASC 606 as of the beginning of its first quarter of 2019 using the modified retrospective approach, whereby the cumulative effect of initially applying the guidance was recognized as an adjustment to beginning retained earnings at the date of adoption.
−Removed: This adjustment resulted in an increase to beginning retained earnings of $ 28 million.
Income taxes.
The Company estimates its income tax provision or benefit in each of the jurisdictions in which it operates, including estimating exposures and making judgments regarding the realizability of deferred tax assets.
+Added: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The carrying value of the Company's net deferred tax assets is based on the Company's belief that it is more likely than not that the Company will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets.
4 unchanged sentences
Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.
−Removed: Recent Accounting Pronouncements Adopted in Fiscal Year 2021
−Removed: In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):
−Removed: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance aligns the requirements for capitalizing implementation costs incurred in a cloud-based hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).
−Removed: This ASU was effective for the Company at the beginning of fiscal 2021.
−Removed: There was no impact upon adoption of this ASU.
−Removed: In June 2016, the FASB issued ASU 2016-13 "Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments", which replaces the existing incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: This ASU was effective for the Company at the beginning of fiscal 2021.The impact of adoption of this ASU was not material.
−Removed: Recent Accounting Pronouncements Not Yet Adopted
+Added: Recent Accounting Pronouncement Adopted
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S.
1 unchanged sentence
The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The Company has not yet applied any of the expedients and exceptions and is currently evaluating the impact of the provisions of this ASU.
+Added: The Company adopted this ASU during the fourth quarter of 2022.
+Added: The impact of adoption was not material.
Balance Sheet and Income Statement Details
13 unchanged sentences
Other Income (Expense), net
−Removed: Other income (expense), net was primarily composed of the following in 2021:
−Removed: The Company sold certain intellectual property assets for $ 15 million, of which $ 8 million was received in cash and $ 7 million is due in two remaining installments, the last of which is due August 31, 2022 .
−Removed: A foreign entity of the Company was substantially liquidated and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net in the consolidated statements of income.
−Removed: There were no other significant reclassifications from accumulated other comprehensive income to the consolidated statements of income for any period presented.
−Removed: The Company received $ 16 million in connection with settlements of certain anti-trust class action matters.
+Added: The Company terminated its frozen U.S.
+Added: defined benefit plan (the “Plan”) effective July 3, 2022 and recorded a pension settlement charge of $ 2 million during the fourth quarter of 2022 which includes the reclassification of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income.
+Added: Refer to Note 17 for discussion.
+Added: The Company recorded a loss on extinguishment of debt of $ 1 million during the fourth quarter of 2022, consisting of a write-off of unamortized debt issuance costs arising from the amendment and restatement of the Fourth Amended and Restated Loan Agreement, dated as of November 30, 2018.
+Added: Refer to Note 7 for discussion.
+Added: In 2021, the Company sold intellectual property for $ 15 million, of which $ 8 million has been received in cash.
+Added: The sale of intellectual property was included in other income (expense), net on the consolidated statements of income.
+Added: During the fourth quarter of 2022, the Company concluded it expected to incur credit losses with the counterparty for the remaining $ 7 million due under the arrangement.
+Added: Accordingly, the Company recorded a charge of $ 7 million in other income (expense), net on the consolidated statements of income to establish an allowance for the expected credit loss.
+Added: A foreign entity of the Company was substantially liquidated in 2021 and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income in 2021.
+Added: The Company received $ 16 million of cash in 2021 in connection with settlements of certain anti-trust class action matters.
Revenue Recognition
9 unchanged sentences
A contract is defined as an agreement between two parties that creates enforceable rights and obligations.
−Removed: The Company generally enters into a master supply agreement (“MSA”) with its customers that provides the framework under which business will be conducted, and pursuant to which a customer will issue purchase orders or other binding documents to specify the quantity, price and delivery requirements for products or services the customer wishes to purchase.
−Removed: generally considers its contract with a customer to be a firm commitment, consisting of the combination of an MSA and a purchase order or any other similar binding document.
+Added: The Company generally enters into a master supply agreement (“MSA”) with its customers that provides the framework under which business will be conducted, and pursuant to which a customer will issue purchase orders or other binding documents to
+Added: specify the quantity, price and delivery requirements for products or services the customer wishes to purchase.
+Added: The Company generally considers its contract with a customer to be a firm commitment, consisting of the combination of an MSA and a purchase order or any other similar binding document.
Step 2 - Identify the performance obligations in the contract
22 unchanged sentences
Application of the cost-to-cost method for government contracts in the Company’s Defense and Aerospace division requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs.
−Removed: This division is an operating segment whose results are aggregated with ten other operating segments and reported under Components, Products and Services ("CPS") for segment reporting purposes.
−Removed: In 2021, CPS revenue and gross profit was $ 1.3 billion and $ 177 million, respectively.
+Added: This division is an operating segment whose results are combined with eleven other operating segments and reported under Components, Products and Services (“CPS”) for segment reporting purposes.
+Added: In 2022, CPS revenue and gross profit were $ 1.5 billion and $ 194 million, respectively.
The Company updates its estimates of materials, labor and subcontractor costs on a quarterly basis.
14 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
3 unchanged sentences
Communications Networks and Cloud Infrastructure $ 3,175,534 $ 2,866,602 $ 2,832,650
−Removed: Industrial, Medical, Defense and Automotive 3,890,041 4,127,720 4,572,006
+Added: Industrial, Defense, Medical and Automotive 4,714,941 3,890,041 4,127,720
Total $ 7,890,475 $ 6,756,643 $ 6,960,370
Americas (1) $ 3,719,496 $ 3,182,849 $ 3,450,527
−Removed: EMEA 1,055,831 995,838 1,051,192
APAC 3,007,904 2,517,963 2,514,005
+Added: EMEA 1,163,075 1,055,831 995,838
Total $ 7,890,475 $ 6,756,643 $ 6,960,370
12 unchanged sentences
Foreign exchange contracts were not material as of October 1, 2022 or October 2, 2021 .
−Removed: Interest rate swaps had a negative value of $ 19 million and $ 29 million, as of October 2, 2021 and October 3, 2020, respectively.
+Added: Interest rate swaps had a positive value of $ 6 million and a negative value of $ 19 million, as of October 1, 2022 and October 2, 2021, respectively.
Offsetting Derivative Assets and Liabilities
8 unchanged sentences
The fair value of the reporting unit was estimated based on the present value of future discounted cash flows.
−Removed: The Company also recorded an impairment charge of $ 2 million in 2020 for certain long-lived assets, which is included in "Restructuring and other" on the consolidated statements of income.
+Added: The Company also recorded an impairment charge of $ 2 million in 2022 and 2020 for certain long-lived assets.
Derivative Instruments
26 unchanged sentences
Interest Rate Risk
−Removed: The Company enters into forward interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in the benchmark interest rate (LIBOR) associated with anticipated variable rate borrowings.
+Added: The Company enters into forward interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in Secured Overnight Financing Rate benchmark interest rate (“SOFR”) associated with anticipated variable rate borrowings.
These interest rate swaps have a maturity date of December 1, 2023 , and effectively convert the Company's variable interest rate obligations to fixed interest rate obligations.
2 unchanged sentences
The aggregate effective interest rate of these swaps as of October 1, 2022 was approximately 4.1 %.
−Removed: Due to a decline in interest rates since the time the swaps were put in place, these interest rate swaps had a negative value of $ 19 million as of October 2, 2021, of which $ 9 million is included in accrued liabilities and the remaining amount is included in other long-term liabilities on the consolidated balance sheets.
+Added: Given the recent rise in interest rates and the likelihood of additional rate increases, these interest rate swaps had a positive value of $ 6 million as of October 1, 2022, of which the majority is included in prepaid expenses and other current assets and the remaining amount is included in other assets on the consolidated balance sheets.
Financial Instruments and Concentration of Credit Risk
8 unchanged sentences
Foreign currency forward contracts and interest rate swaps are maintained with high quality counterparties to reduce the Company's credit risk and are recorded on the Company's balance sheets at fair value.
−Removed: Nokia represented more than 10 % of the Company's net sales in 2021, 2020 and 2019 and 10 % or more of the Company's gross accounts receivable as of October 2, 2021 and October 3, 2020.
+Added: Nokia and Motorola each represented more than 10 % of the Company's net sales in 2022.
+Added: Nokia represented more than 10 % of the Company's net sales in 2021 and 2020.
+Added: Motorola represented 10 % or more of the Company's gross accounts receivable as of October 1, 2022 and Nokia represented 10 % or more of the Company's gross accounts receivable as of October 2, 2021.
Long-term debt consisted of the following:
1 unchanged sentence
(In thousands)
−Removed: Term loan due 2023 ("Term Loan"), net of issuance costs $ 330,322 $ 347,999
+Added: Term loan due 2023, net of issuance costs $ — $ 330,322
+Added: Term loan due 2027, net of issuance costs 346,737 —
Current portion of long-term debt 17,500 18,750
Long-term debt $ 329,237 $ 311,572
−Removed: Secured Notes.
−Removed: In 2014, the Company issued $ 375 million of senior secured notes due 2019 ("Secured Notes").
−Removed: The Secured Notes were repaid upon maturity on June 1, 2019 .
−Removed: There was no gain or loss associated with the extinguishment of the Secured Notes.
−Removed: Non-interest Bearing Promissory Notes.
−Removed: On February 1, 2016 , the Company completed an acquisition and financed $ 15 million of the purchase price with the acquiree using a four-year non-interest bearing promissory note .
−Removed: The Company repaid these notes during 2020.
Revolving Credit Facility.
−Removed: During the first quarter of 2019, the Company entered into a Fourth Amended and Restated Credit Agreement that provides for a committed $ 375 million term loan ("Term Loan"), which was further amended on April 5, 2019 to provide for a total of $ 700 million in revolving commitments, together with an accordion feature by which we can obtain, subject to the satisfaction of specified conditions and commitment of the lenders, additional revolving commitments in an aggregate amount of up to $ 200 million (the "Amended Cash Flow Revolver").
−Removed: Loans under the Amended Cash Flow Revolver bear interest, at the Company's option, at either the LIBOR or a base rate, in each case plus a spread determined based on the Company's credit rating.
−Removed: Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period in the case of LIBOR loans.
−Removed: The outstanding principal amount of all loans under the Amended Cash Flow Revolver, including, the Term Loan, together with accrued and unpaid interest, is due on November 30, 2023 .
−Removed: The Company is required to repay a portion of the principal amount of the Term Loan equal to 1.25 % in quarterly installments.
−Removed: Maturities of the Term Loan as of October 2, 2021 by fiscal year are as follows:
+Added: On September 27, 2022 (the “Closing Date”), the Company entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) that amended and restated the Company’s existing Fourth Amended and Restated Loan Agreement, dated as of November 30, 2018 (the “Existing Credit Agreement”) by, among other things:
+Added: (i) increasing the revolving commitments amount, (ii) providing for a term loan facility and (iii) replacing LIBOR with SOFR for purposes of determining the interest rate payable for borrowings under the Credit Agreement.
+Added: The Credit Agreement provides for an $ 800 million revolving credit facility and a $ 350 million secured term loan (“Term Loan Due 2027”).
+Added: Subject to the satisfaction of certain conditions, including obtaining additional commitments from existing and/or new lenders, the Company may increase the revolving commitment up to an additional $ 200 million.
+Added: Costs incurred in connection with the amendment of the Existing Credit Agreement of $ 3 million are classified as long-term debt and are being amortized to interest expense over the life of the Term Loan Due 2027 using the effective interest method.
+Added: The Term Loan Due 2027 was fully drawn on the Closing Date and the proceeds were used to repay the term loan outstanding under the Existing Credit Agreement.
+Added: Upon repayment, the Company recorded a loss on extinguishment of debt of $ 1 million consisting of a write-off of unamortized debt issuance costs of the Existing Credit Agreement.
+Added: Loans under the Credit Agreement bear interest, at the Company's option, at either the SOFR or a base rate, in each case plus a spread determined based on the Company's credit rating.
+Added: Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period (and at three month intervals if the interest period exceeds three months) in the case of SOFR loans.
+Added: The outstanding principal amount of all loans under the Credit Agreement, including, the Term Loan Due 2027, together with accrued and unpaid interest, is due on September 27, 2027 .
+Added: The Company is required to repay a portion of the principal amount of the Term Loan Due 2027 equal to 1.25 % of the principal in quarterly installments.
+Added: Maturities of the Term Loan Due 2027 as of October 1, 2022 by fiscal year are as follows:
(In Thousands)
2023 $ 17,500
−Removed: Certain of the Company’s domestic subsidiaries are required to be guarantors in respect of the Amended Cash Flow Revolver.
−Removed: The Company and the subsidiary guarantors’ obligations under the Amended Cash Flow Revolver are secured by property of the Company and such guarantors, including, but not limited to cash, accounts receivables, inventory and the shares of the Company's subsidiaries, subject to limited exceptions.
−Removed: The Amended Cash Flow Revolver requires the Company to comply with a minimum consolidated interest coverage ratio, measured at the end of each fiscal quarter, and at all times a maximum consolidated leverage ratio.
−Removed: The Amended Cash Flow Revolver contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations.
−Removed: As of October 2, 2021, no borrowings and $ 8 million of letters of credit were outstanding under the Amended Cash Flow Revolver, under which $ 692 million was available to borrow.
−Removed: There were no borrowings outstanding under the Amended Cash Flow Revolver as of October 3, 2020.
+Added: Certain of the Company’s domestic subsidiaries are guarantors in respect of the Credit Agreement.
+Added: The Company and the subsidiary guarantors’ obligations under the Credit Agreement are secured by a lien on substantially all of their respective assets (excluding real property), including cash, accounts receivable and the shares of certain Company subsidiaries, subject to certain exceptions.
+Added: As of October 1, 2022, no borrowings and $ 9 million of letters of credit were outstanding under the Credit Agreement, under which $ 791 million was available to borrow.
+Added: There were no borrowings outstanding under the Credit Agreement as of October 2, 2021.
Foreign Short-term Borrowing Facilities .
As of October 1, 2022, certain foreign subsidiaries of the Company had a total of $ 70 million of short-term borrowing facilities available, under which no borrowings were outstanding.
−Removed: These facilities expire at various dates through the first quarter of 2023 .
+Added: These facilities expire at various dates through the second quarter of 2024 .
Debt Covenants
−Removed: The Company's Amended Cash Flow Revolver requires the Company to comply with certain financial covenants, namely a maximum leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12 month look-back period.
+Added: The Company's Credit Agreement requires the Company to comply with certain financial covenants, namely a maximum consolidated leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12 month look-back period.
In addition, the Company's debt agreements contain a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restricted payments, selling assets and paying dividends, subject to certain exceptions.
The Company was in compliance with these covenants as of October 1, 2022.
−Removed: ROU assets and lease liabilities recorded in the consolidated balance sheet as of October 2, 2021 are as follows:
+Added: ROU assets and lease liabilities recorded in the consolidated balance sheet are as follows:
October 1, 2022 October 2,
7 unchanged sentences
Weighted average discount rate 2.4 % 2.72 %
−Removed: (1) Net of accumulated amortization of $ 29 million and $ 16 million as of October 2, 2021 and October 3, 2020, respectively.
−Removed: Cash paid for operating lease liabilities was $ 20 million and $ 19 million for the years ended October 2, 2021 and October 3, 2020, respectively.
−Removed: Operating lease expense, which includes immaterial amounts of short-term leases, variable lease costs and sublease income, was $ 21 million, $ 21 million and $ 26 million for the years ended October 2, 2021, October 3, 2020 and September 28, 2019, respectively.
+Added: Lease expense and supplemental cash flow information related to operating leases are as follows:
+Added: 2022 October 2,
+Added: 2021 October 3,
+Added: Operating lease expense (1) $ 23,978 $ 21,455 $ 20,670
+Added: 2022 October 2,
+Added: (In thousands)
+Added: Cash paid for operating lease liabilities $ 19,249 $ 19,531
+Added: (1) Includes immaterial amounts of short term leases, variable lease costs and sublease income.
Future lease payments under non-cancelable operating leases as of October 1, 2022, by fiscal year, are as follows:
6 unchanged sentences
Accounts Receivable Sale Program
−Removed: The Company has entered into a Receivable Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.
+Added: The Company is a party to a Receivable Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.
Trade receivables sold pursuant to the RPA are serviced by the Company.
15 unchanged sentences
The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with ASC Topic 450, Contingencies, or other applicable accounting standards.
−Removed: As of October 2, 2021 and October 3, 2020, the Company had reserves of $ 37 million for environmental matters, warranty, litigation and other contingencies (excluding reserves for uncertain tax positions), which the Company believes are adequate.
+Added: As of October 1, 2022 and October 2, 2021, the Company had reserves of $ 38 million and $ 37 million, respectively for environmental matters, warranty, litigation and other contingencies (excluding reserves for uncertain tax positions), which the Company believes are adequate.
However, there can be no assurance that the Company's reserves will be sufficient to settle these contingencies.
2 unchanged sentences
Environmental Matters
−Removed: The Company is subject to various federal, state, local and foreign laws and regulations and administrative orders concerning environmental protection, including those addressing the discharge of pollutants into the environment, the
−Removed: management and disposal of hazardous substances, the cleanup of contaminated sites, the materials used in products, and the recycling, treatment and disposal of hazardous waste.
+Added: The Company is subject to various federal, state, local and foreign laws and regulations and administrative orders concerning environmental protection, including those addressing the discharge of pollutants into the environment, the management and disposal of hazardous substances, the cleanup of contaminated sites, the materials used in products, and the recycling, treatment and disposal of hazardous waste.
As of October 1, 2022, the Company had been named in a lawsuit and several administrative orders alleging certain of its current and former sites contributed to groundwater contamination.
2 unchanged sentences
However, there can be no assurance that the Company's reserve will ultimately be sufficient.
−Removed: In June 2008, the Company was named by the Orange County Water District in a suit alleging that its actions contributed to polluted groundwater managed by the plaintiff.
−Removed: The complaint seeks recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater within the plaintiff’s control.
+Added: In June 2008, the Company was named by the Orange County Water District in a suit alleging that a predecessor company’s actions at a plant the Company sold in 1998 contributed to polluted groundwater managed by the plaintiff.
+Added: The complaint seeks recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater.
In April 2013, all claims against the Company were dismissed.
−Removed: The plaintiff appealed this dismissal and the appellate court reversed the judgment in August 2017.
−Removed: In November 2017, the California Supreme Court denied the Company’s petition to review this decision and, in December 2017, the Court of Appeal remanded the case back to the Superior Court for further proceedings.
−Removed: The first phase of a multi-phase trial against the Company and several other defendants commenced on April 12, 2021 and is expected to last for several more months.
−Removed: Subsequent trial phases, if necessary, likely would occur in the 2022/2023 timeframe.
−Removed: The Company is contesting the plaintiff’s claims vigorously.
+Added: The plaintiff appealed this dismissal and the Court of Appeal reversed the judgment in August 2017, remanding the case back to the Superior Court of California for trial.
+Added: The first phase of a multi-phase trial against the Company and several other defendants commenced in April 2021 and the submission of evidence concluded in May 2022.
+Added: On June 28, 2022, the Court issued a tentative ruling finding Sanmina and the other defendants liable for certain past investigation costs incurred by the plaintiff.
+Added: A final statement of decision in this phase of the trial is expected on or about the middle of calendar year 2023.
+Added: Based upon the Court’s tentative ruling, the Company believes a loss in this matter is probable and has recorded an estimated loss.
+Added: Subsequent trial phases to assess the Company’s and certain other defendants’ liability for the plaintiff’s future remediation and other costs, and the allocation of damages among the liable defendants, are anticipated to occur in 2024 and beyond.
+Added: It is probable that the Company will record additional losses in connection with this matter, and it is reasonably possible that the amount of such additional losses will be material.
+Added: However, at the current time, the Company is unable to estimate the amount of such additional losses or a range of losses.
+Added: The Company intends to continue defending the case vigorously and to seek appellate review of any adverse liability rulings or judgment at the appropriate time.
Other Matters
−Removed: In October 2018, a contractor who had been retained by the Company through a third party temporary staffing agency filed a lawsuit in the Santa Clara County Superior Court on behalf of himself and all other similarly situated Company contractors and employees in California, alleging violations of California Labor Code provisions governing overtime, meal and rest periods, wages, wage statements and reimbursement of business expenses.
+Added: In October 2018, a contractor who had been retained by the Company through a third party temporary staffing agency filed a lawsuit against the Company in the Santa Clara County Superior Court on behalf of himself and all other similarly situated Company contractors and employees in California, alleging violations of California Labor Code provisions governing overtime, meal and rest periods, wages, wage statements and reimbursement of business expenses.
The complaint sought certification of a class of all non-exempt employees.
−Removed: Although the Company continued to deny any wrongdoing, on November 19, 2020, the Company reached an agreement to resolve all claims (the “Settlement”), which is also expected to result in the dismissal of a suit alleging substantially similar claims filed in the Santa Clara County Superior Court in June 2021.
−Removed: The final amount of the judicially approved Settlement was approximately $ 3.8 million, which will be paid during the first quarter of fiscal 2022.
+Added: Although the Company continued to deny any wrongdoing, on November 19, 2020, the Company reached an agreement to resolve all claims, including claims under California’s Private Attorneys General Act of 2004 (the “Settlement”), which also resulted in the dismissal of a suit alleging substantially similar claims filed in the Santa Clara County Superior Court in June 2021.
+Added: The final amount of the judicially approved Settlement was approximately $ 4 million, and was paid during the first quarter of fiscal 2022.
In December 2019, the Company sued a former customer, Dialight plc (“Dialight”), in the United States District Court for the Southern District of New York to collect approximately $ 10 million in unpaid accounts receivable and net obsolete inventory obligations.
1 unchanged sentence
Dialight’s complaint, which asserts claims for fraudulent inducement, breach of contract, and gross negligence/willful misconduct, alleges that the Company fraudulently misrepresented its capabilities to induce Dialight to enter into a Manufacturing Services Agreement (the “Dialight MSA”), and then breached its obligations contained in the Dialight MSA relating to quality, on-time delivery and supply chain management.
−Removed: Dialight seeks an unspecified amount of compensatory and punitive damages.
−Removed: The Company continues to vigorously prosecute its claim against Dialight.
−Removed: Further, the Company strongly disagrees with Dialight’s allegations and intends to defend against them vigorously.
−Removed: For each of the matters noted above, with the exception of the Settlement above, the Company is unable to reasonably estimate a range of possible loss at this time.
+Added: Dialight seeks compensatory and punitive damages that it contends exceed $ 200 million, but which the Company believes are vastly overstated and are subject to a contractual limitation of liability that limits any Dialight recovery to less than $ 2 million.
+Added: The Company continues to vigorously prosecute its claims against Dialight.
+Added: Further, the Company strongly disagrees with Dialight’s allegations and is defending against them vigorously.
+Added: No trial date has been set in this matter.
+Added: For each of the pending matters noted above, the Company is unable to reasonably estimate a range of possible loss at this time.
Restructuring
1 unchanged sentence
The following table is a summary of restructuring costs:
−Removed: October 2, 2021 October 3, 2020 September 28, 2019
+Added: October 1, 2022 October 2, 2021 October 3, 2020
(In thousands)
6 unchanged sentences
On October 28, 2019, the Company adopted a Company-wide restructuring plan (“Q1 FY20 Plan”) under which the Company has incurred restructuring costs of approximately $ 31 million as of October 1, 2022.
−Removed: These costs consist primarily of severance, the majority of which had been paid as of the end of fiscal 2021.
−Removed: Remaining cash payments are expected to occur through the end of fiscal 2022.
−Removed: Actions under this plan are substantially complete.
+Added: These charges consist primarily of severance.
+Added: Substantially all cash payments have occurred and actions under this plan are complete.
Other plans include a number of plans for which costs are not expected to be material individually or in the aggregate.
1 unchanged sentence
The Company’s CPS segment incurred costs of $ 10 million and $ 5 million for the years ended October 1, 2022 and October 2, 2021, respectively.
−Removed: In addition, the Company incurred costs of $ 1 million and $ 5 million for the years ended October 2, 2021 and October 3, 2020, respectively, for Corporate headcount reductions that were not allocated to the Company's IMS and CPS segments.
−Removed: The Company had accrued liabilities of $ 6 million and $ 9 million as of October 2, 2021 and October 3, 2020, respectively, for restructuring costs (exclusive of long-term environmental remediation liabilities).
−Removed: The Company expects to incur restructuring costs in future periods primarily for vacant facilities and former sites for which the Company is or may be responsible for environmental remediation.
+Added: In addition, the Company incurred costs of $ 1 million for the year ended October 2, 2021 for Corporate headcount reductions that were not allocated to the Company's IMS and CPS segments.
+Added: The Company had accrued liabilities of $ 6 million as of October 1, 2022 and October 2, 2021, for restructuring costs (exclusive of long-term environmental remediation liabilities).
+Added: The Company expects to incur restructuring costs, which could be material, in future periods primarily relating to vacant facilities and former sites for which the Company is or may be responsible for environmental remediation.
Domestic and foreign components of income before income taxes were as follows:
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
4 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
7 unchanged sentences
The Company's provision for income taxes for 2022, 2021 and 2020 was $ 65 million ( 20 % of income before taxes), $ 38 million ( 12 % of income before taxes) and $ 61 million ( 30 % of income before taxes), respectively.
−Removed: The effective tax rate for 2021 is lower than the expected U.S.
−Removed: statutory rate of 21% primarily due to a $ 43 million tax benefit resulting from the release of foreign tax reserves in 2021.
+Added: The effective tax rates for 2022 and 2021 were lower than the expected U.S.
+Added: statutory rate of 21% primarily due to a $ 16 million and $ 43 million tax benefit, respectively, resulting from the release of a foreign tax reserves due to lapse of time and expiration of statutes of limitations.
The effective tax rate for 2020 is higher than the expected U.S.
1 unchanged sentence
statutory rate.
−Removed: During 2019, the Company recorded $ 22 million of deferred tax expense for a tax-related restructuring transaction.
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:
45 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
Federal tax at statutory tax rate 21.00 % 21.00 % 21.00 %
1 unchanged sentence
Permanent items 0.07 ( 1.86 ) ( 0.59 )
−Removed: Discrete charge for restructuring transaction — — 8.88
Federal credits ( 0.65 ) ( 0.50 ) ( 1.31 )
5 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
6 unchanged sentences
The Company had reserves of $ 11 million and $ 17 million as of October 1, 2022 and October 2, 2021, respectively, for the payment of interest and penalties relating to unrecognized tax benefits.
−Removed: During 2021, the Company recognized a net income tax benefit for interest and penalties of $ 23 million due to lapse of time and expiration of statutes of limitations compared to a net income tax expense of $ 1 million in 2020.
+Added: During 2022, the Company recognized an income tax benefit for interest and penalties of $ 3 million due to lapse of time and expiration of statutes of limitations compared to an income tax benefit of $ 23 million in 2021.
The Company recognizes interest and penalties related to liabilities for unrecognized tax benefits as a component of income tax expense.
−Removed: Should the Company be able to ultimately recognize all of these uncertain tax positions, it would result in a benefit to net income and a reduction of the effective tax rate of $ 58 million, $ 68 million and $ 62 million for years 2021, 2020 and 2019, respectively.
+Added: Should the Company be able to ultimately recognize all of these uncertain tax positions, it would result in a benefit to net income of $ 44 million in 2022.
The Company conducts business globally and, as a result, files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions.
6 unchanged sentences
In general, the Company is no longer subject to United States federal or state income tax examinations for years before 2003, and to foreign examinations for years prior to 2006 in its major foreign jurisdictions.
−Removed: It is reasonably possible that the balance of gross unrecognized tax benefits could decrease in the next 12 months by approximately $ 15 million related to the resolution of audits and expiration of statutes of limitations.
+Added: It is reasonably possible that the
+Added: balance of gross unrecognized tax benefits could decrease in the next 12 months by approximately $ 9 million related to payments, the resolution of audits and expiration of statutes of limitations.
In addition, there could be a corresponding decrease in accrued interest and penalties of approximately $ 4 million.
2 unchanged sentences
2022 October 2,
−Removed: 2020 September 28, 2019
+Added: 2021 October 3, 2020
(In thousands, except per share amounts)
12 unchanged sentences
As of October 1, 2022, an aggregate of 7 million shares were authorized for future issuance under the Company's stock plans, of which 4 million of such shares were issuable upon exercise of outstanding options and delivery of shares upon vesting of restricted stock units and 3 million shares of common stock were available for future grant.
−Removed: Awards other than stock options and stock appreciation rights reduce common stock available for grant by 1.36 shares for every share of common stock subject to such an award.
+Added: Awards other than stock options reduce common stock available for grant by 1.36 shares for every share of common stock subject to such an award.
Awards under the 2019 Plan and 2009 Plan that expire or are cancelled without delivery of shares generally become available for issuance under the 2019 Plan.
1 unchanged sentence
Stock Repurchase Program
−Removed: During the first quarter of 2020, the Board of Directors authorized the Company to purchase $ 200 million of its common stock.
−Removed: During 2021, 2020 and 2019, the Company repurchased 1.5 million shares, 6.4 million shares and 0.3 million shares of its common stock for $ 54 million, $ 166 million and $ 7 million (including commissions), respectively, under the plan and as of October 2, 2021, $ 81 million remains available under such plan, which has no expiration date.
−Removed: Although stock repurchases are intended to increase stockholder value by reducing the number of outstanding shares and to offset the dilution that results from the issuance of shares under the Company’s equity plans, repurchases of shares also reduce the Company's
−Removed: As a result, the timing of future repurchases depends upon the Company’s future capital needs, market conditions and other factors.
+Added: During 2022, 2021 and 2020, the Company repurchased 8.0 million shares, 1.5 million shares and 6.4 million shares of its common stock for $ 317 million, $ 54 million and $ 166 million (including commissions), respectively, under stock repurchase programs authorized by the Board of Directors.
+Added: These programs have no expiration dates and the timing of repurchases will depend upon capital needs to support the growth of the Company’s business, market conditions and other factors.
+Added: Although stock repurchases are intended to increase stockholder value, purchases of shares reduce the Company’s liquidity.
+Added: As of October 1, 2022, an aggregate of $ 164 million remains available under these programs.
In addition to the repurchases discussed above, the Company repurchased 369,000 , 286,000 and 398,000 shares of its common stock during 2022, 2021, and 2020, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock units.
5 unchanged sentences
Foreign currency translation adjustments $ 63,929 $ 76,120
−Removed: Unrealized holding losses on derivative financial instruments ( 14,305 ) ( 22,202 )
+Added: Unrealized holding gain (loss) on derivative financial instruments 4,112 ( 14,305 )
Unrecognized net actuarial loss and unrecognized transition cost for benefit plans ( 11,716 ) ( 21,125 )
Total $ 56,325 $ 40,690
−Removed: During the third quarter of 2021, a foreign entity of the Company was substantially liquidated and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net in the condensed consolidated statements of income.
−Removed: There were no other significant reclassifications from accumulated other comprehensive income to the condensed consolidated statements of income for any period presented.
+Added: During the third quarter of 2021, a foreign entity of the Company was substantially liquidated and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net in the consolidated statements of income.
+Added: During the fourth quarter of 2022, the Company reclassified $ 2 million of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net in the consolidated statements of income.
+Added: There were no other significant reclassifications from accumulated other comprehensive income to the consolidated statements of income for any period presented.
+Added: Unrealized holding gain (loss) on derivative financial instruments includes losses from interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in the benchmark interest rate (SOFR) associated with anticipated variable rate borrowings.
+Added: These swaps are accounted for as cash flow hedges under ASC Topic 815, Derivatives and Hedging.
+Added: Interest rate swaps with an aggregate notional amount of $ 350 million were outstanding as of October 1, 2022 and October 2, 2021.
+Added: The aggregate effective interest rate of these swaps as of October 1, 2022 was approximately 4.1 % and was approximately 4.3 % as of October 2, 2021.
+Added: These interest rate swaps had a negative value of $ 19 million as of October 2, 2021, of which $ 9 million is included in accrued liabilities and the remaining amount is included in other long-term liabilities on the consolidated balance sheets.
+Added: Given the recent rise in interest rates and the likelihood of additional rate increases, these interest rate swaps had a positive value of $ 6 million as of October 1, 2022, of which the majority is included in prepaid expenses and other current assets and the remaining amount is included in other assets on the consolidated balance sheets.
Business Segment, Geographic and Customer Information
5 unchanged sentences
2) Components, Products and Services (CPS).
−Removed: Components include interconnect systems (printed circuit board fabrication, backplanes, cable assemblies and plastic injection molding) and mechanical systems (enclosures and precision machining).
+Added: Components include printed circuit boards, backplanes and backplane assemblies, cable assemblies fabricated metal parts, precision machined parts, and plastic injected molded parts.
Products include memory solutions from our Viking Technology division;
high-performance storage platforms for hyperscale and enterprise solutions from our Viking Enterprise Solutions (VES) division;
−Removed: optical, radio frequency (RF) and microelectronics (microE) design and manufacturing services from Advanced Micro Systems Technologies;
+Added: optical, radio frequency (RF) and microelectronics (microE) design and manufacturing services from Advanced Microsystems Technologies;
defense and aerospace products from SCI Technology;
1 unchanged sentence
Services include design, engineering and logistics and repair.
−Removed: The Company evaluated its operating segments to determine whether they can be aggregated into reportable segments.
−Removed: Factors considered in this evaluation were similarity of economic characteristics, products, production processes, type or classes of customers, distribution methods and regulatory environments.
The Company determined that it has only one reportable segment - IMS, which generated approximately 80 % of the Company's total revenue in 2022.
−Removed: The Company's CPS business consists of multiple operating segments which, based on this evaluation, do not meet the quantitative threshold for being presented individually as reportable segments.
−Removed: Therefore, financial information for these operating segments is aggregated and presented in a single category entitled “Components, Products and Services".
+Added: CPS consists of multiple operating segments which do not meet the quantitative threshold for being presented individually as reportable segments.
+Added: Therefore, financial information for these operating segments is combined and presented in a single category entitled “Components, Products and Services”.
The accounting policies for each segment are the same as those disclosed by the Company for its consolidated financial statements.
Intersegment sales consist primarily of sales of components from CPS to IMS.
−Removed: The Company's chief operating decision making group is the Chief Executive Officer and Chief Financial Officer and they allocate resources and assess performance of operating segments based on a measure of revenue and gross profit that excludes items not directly related to the Company's ongoing business operations.
+Added: The Company's chief operating decision making group is the Chief Executive Officer who allocates resources and assesses performance of operating segments based on a measure of revenue and gross profit that excludes items not directly related to the Company's ongoing business operations.
These items are typically either non-recurring or non-cash in nature.
Segment information is as follows:
−Removed: October 2, 2021 October 3, 2020 September 28, 2019
+Added: October 1, 2022 October 2, 2021 October 3, 2020
(In thousands)
27 unchanged sentences
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
Americas (1) $ 3,719,496 $ 3,182,849 $ 3,450,527
−Removed: EMEA 1,055,831 995,838 1,051,192
APAC 3,007,904 2,517,963 2,514,005
+Added: EMEA 1,163,075 1,055,831 995,838
Total $ 7,890,475 $ 6,756,643 $ 6,960,370
7 unchanged sentences
Americas $ 367,172 $ 322,545
−Removed: EMEA 67,329 63,089
APAC 151,254 143,111
+Added: EMEA 56,744 67,329
Total $ 575,170 $ 532,985
Stock-Based Compensation
−Removed: Stock-based compensation expense was attributable to:
−Removed: 2021 October 3,
−Removed: 2020 September 28,
−Removed: (In thousands)
−Removed: Stock options $ — $ ( 1,145 ) $ 1,250
−Removed: Restricted stock units, including performance-based awards 34,976 27,380 29,594
−Removed: Total $ 34,976 $ 26,235 $ 30,844
Stock-based compensation expense was recognized as follows:
2022 October 2,
−Removed: 2020 September 28,
+Added: 2021 October 3,
(In thousands)
4 unchanged sentences
The Company grants restricted stock units and restricted stock units with performance conditions (“PSUs”) to executive officers, directors and certain other employees.
−Removed: These units vest over periods ranging from one year to four years and/or upon achievement of specified performance criteria and are automatically exchanged for shares of common stock at the vesting date.
−Removed: If performance metrics are not met within specified time limits, the award will be canceled.
−Removed: Compensation expense
−Removed: associated with restricted stock units and PSUs is recognized ratably over the vesting period, subject to probability of achievement for PSUs.
−Removed: During 2021 and 2020, the Company granted 373,000 and 304,500 PSUs shares, respectively, for which vesting is contingent on cumulative non-GAAP earnings per share measured over three fiscal years.
−Removed: If a minimum threshold is not achieved, no shares will vest.
−Removed: If the minimum threshold is achieved or exceeded, the number of shares of common stock that will be issued will range from 80 % to 120 % of the number of PSUs granted, depending on the extent of performance.
+Added: These units vest over periods ranging from one year to four years and/or upon achievement of specified performance criteria, with associated compensation expense recognized ratably over the vesting period.
+Added: The Company grants shares for which vesting is contingent on cumulative non-GAAP earnings per share measured over three fiscal years.
+Added: If a minimum threshold is not achieved during the measurement period, the shares will be cancelled.
+Added: If a minimum threshold is achieved or exceeded, the number of shares of common stock that will be issued will range from 80 % to 120 % of the number of PSUs granted, depending on the extent of performance.
Additionally, the number of shares that vest may be adjusted up or down by up to 15 % based on the Company's total shareholder return relative to that of its peer group over this same period.
−Removed: These PSUs will be cancelled if such performance conditions have not been met during the measurement period.
Activity with respect to the Company's restricted stock units and PSUs was as follows:
7 unchanged sentences
Vested/Forfeited/Cancelled ( 1,925 ) 28.62
−Removed: Outstanding as of September 28, 2019
+Added: Outstanding as of October 3, 2020
2,568 29.67 1.23 71,571
23 unchanged sentences
Employees who had not yet vested will continue to be credited with service until vesting occurs, but no additional benefits will accrue.
+Added: During the third quarter of 2022, the Board of Directors approved the termination of the Company's frozen U.S.
+Added: defined benefit plan (the “Plan”) effective July 3, 2022.
+Added: In connection with this termination, the Company purchased a group annuity contract for $ 6 million during the fourth quarter of 2022 that provides for the administration of future payments to eligible plan participants.
+Added: In addition, the Company recorded a pension settlement charge of $ 2 million during the fourth quarter of 2022, which includes the reclassification of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income.
The Company also provides defined benefit pension plans in certain other countries.
3 unchanged sentences
The funded status and plan assets for the defined benefit plans and amount reported on the consolidated balance sheets were as follows:
−Removed: October 2, 2021 October 3, 2020 September 28, 2019
+Added: October 1, 2022 October 2, 2021 October 3, 2020
(In thousands)
10 unchanged sentences
All other amounts and assumptions were not material for any period presented herein.
−Removed: On April 6, 2021 , the Company purchased all of the outstanding stock of a European subsidiary of a multinational company.
−Removed: This acquisition is expected to increase the Company's IMS capabilities in Europe.
+Added: Strategic Transactions
+Added: India Joint Venture
+Added: On October 3, 2022 , subsequent to the end of the fourth quarter of 2022, the Company completed a joint venture transaction in which the Company entered into a Share Subscription and Purchase Agreement (the “SSPA”) and a Joint Venture and Shareholders’ Agreement (the “Shareholders’ Agreement”) with Reliance Strategic Business Ventures Limited (“RSBVL”), a wholly owned subsidiary of Reliance Industries Limited.
+Added: Pursuant to the SSPA and the Shareholder’ Agreement, the parties established Sanmina SCI India Private Limited (“SIPL”), the Company’s existing Indian manufacturing entity, as a joint venture to engage in manufacturing in India of telecommunications equipment, data center and internet equipment, medical equipment, clean technology equipment and other high-tech equipment.
+Added: As a result of the transaction, RSBVL acquired shares of SIPL for approximately $ 215 million of cash such that immediately after the closing of the transaction, RSBVL holds 50.1 % of the outstanding shares of SIPL and Sanmina holds the remaining 49.9 % of the outstanding shares of SIPL.
+Added: The amount received from RSBVL was based on preliminary calculations and is subject to adjustment based on final calculations.
+Added: Given the terms of the agreements entered into by the parties concerning management of the joint venture, the Company expects to continue to consolidate SIPL in future periods.
+Added: On April 6, 2021 , the Company purchased all of the outstanding stock of a European subsidiary of a multinational company in the industrial end market.
+Added: This acquisition increased the Company's IMS capabilities in Europe.
The Company also entered into a master supply agreement with the seller in connection with this acquisition.
2 unchanged sentences
The pro-forma effect of the acquisition, as if it had occurred at the beginning of the year, was not material to the consolidated financial statements.
−Removed: The acquisition will be reported in the Company's IMS reportable segment.
+Added: The acquisition is reported in the Company's IMS reportable segment.
The Company's allocation of the purchase price was based on management's estimate of the acquisition-date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed.
6 unchanged sentences
Total net assets acquired $ 38,584
−Removed: Goodwill reflects the expectation that the acquisition will enable the Company to increase its IMS capabilities in Europe.
+Added: Goodwill reflects the expectation that the acquisition enables the Company to increase its IMS capabilities in Europe.
Goodwill and identifiable intangible assets are recorded in other non-current assets on the consolidated balance sheets.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.