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Item 9A. Controls and Procedures

2024-11-27 compared with 2023-11-16 · 58 added, 47 removed, 201 unchanged (34% of the section changed)

1 unchanged sentence

(a) 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 Securities Exchange Act of 1934, as amended (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 errors and all fraud.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our management does not expect that our disclosure controls and procedures will prevent all errors 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.

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In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has concluded that the material weaknesses described herein, which were previously identified and reported in Part II Item 9A Controls and Procedures included in Amendment No.

1 on Form 10K/A to the Company’s Annual Report for the fiscal year ended October 1, 2022 filed with the SEC on May 22, 2023, continue to exist as of September 30, 2023.

Based on this evaluation, management has concluded that the material weaknesses described herein existed as of September 28, 2024.

As a result, management has concluded that the Company’s internal control over financial reporting was not effective as of September 28, 2024 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Material Weakness:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely basis.

We identified material weaknesses in the control environment at one of our divisions, due to this division maintaining an inappropriate tone at the top.

We identified the following material weaknesses as of September 28, 2024:

As previously reported, we identified material weaknesses in the control environment at one of our divisions due to this division maintaining an inappropriate tone at the top.

Specifically, division management did not sufficiently promote, monitor or enforce appropriate accounting policies and procedures, thereby resulting in inappropriate and unsupported adjustments to the quarterly contract cost estimate process.

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These material weaknesses resulted in the restatement of our consolidated financial statements for the fiscal years ended October 3, 2020, October 2, 2021 and October 1, 2022 and for the quarterly fiscal periods included in such fiscal years and for the first fiscal quarter ended December 31, 2022.

These material weaknesses also resulted in immaterial misstatements of our consolidated financial statements for the quarterly fiscal periods as of and for the periods ended April 1, 2023, July 1, 2023 and September 30, 2023.

Additionally, these material weaknesses could result in misstatements of the accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Additionally, each of these material weaknesses could result in misstatements of the accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

In connection with our financial reporting process for the fiscal year ending September 28, 2024, we identified an additional material weakness as the Company did not design and maintain effective controls to properly support and account for the transfer of control to its customers of certain raw materials inventory.

This material weakness resulted in adjustments and immaterial misstatements to inventory, accounts payable and accrued liabilities as of September 28, 2024 and September 30,

2023, respectively.

Additionally, this material weakness could result in misstatements of the aforementioned accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of our internal control over financial reporting as of September 28, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

The remediation efforts summarized below, which have been or are in the process of being implemented, are intended to address the identified material weaknesses.

• Making the following organizational enhancements, among others:

◦ Appointing new leadership in the division.

During the year, we appointed a new interim President of the division and are actively seeking to hire a permanent replacement.

◦ Augmenting the finance team of the affected division with skilled professionals with the appropriate levels of accounting and controls knowledge, experience and training in the area of accounting for long-term contracts.

During the year, we hired a Vice President of Finance who has significant experience in accounting for long-term contracts and appointed a new Senior Division Controller for the division.

Additionally, we are continuing to add resources as appropriate to improve our financial reporting controls related to the affected division.

◦ Realigning reporting lines whereby program financial analysts report directly to the finance organization rather than program management.

• Providing training to relevant personnel to ensure they have sufficient expertise and knowledge and are well equipped to identify, escalate and drive closure of matters that could affect accounting for long-term contracts.

In addition, all key employees have received and will continue to receive regular training on ethical business practices and the importance of such.

• Expanding controls and designing appropriate procedures to support the completeness and accuracy of financial processes as well as instituting a multi-level review process to support the estimate at completion (“EAC”) process.

◦ On a quarterly basis, we require sub-certifications regarding the gathering, estimating and recording of contract costs from key individuals confirming that such information is complete and accurate and there are no known improprieties in the accounting or control functions.

• Enhancing policy and procedures documentation to include more robust and more specific guidance with respect to accounting for long-term contracts, including revenue recognition and the EAC process.

We believe these measures, and others that may be implemented, will remediate the material weaknesses in internal control over financial reporting described above.

The material weaknesses will not be considered formally remediated until the controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Remediation of Previously Reported Material Weaknesses

Management plans to remediate the material weaknesses described above primarily by ensuring that relevant program management and finance personnel possess sufficient knowledge and experience and are sufficiently engaged to identify, escalate and drive closure of matters that could impact estimated long-term customer program costs and/or require the recording of additional expenses in the Company’s financial statements.

To date, management undertook the following remedial actions in conjunction with the above plan:

• Removed internal control over financial reporting responsibilities and representation from designated individuals and added new individuals for these responsibilities and representations.

• Conducted training sessions for all employees involved in the estimate at completion (“EAC”) process on ethics, reporting and fraud, as well as the importance of EACs to financial reporting.

• Implemented a certification process whereby a select group of employees with key roles in the EAC and financial reporting processes are required to make certain representations about the completeness and accuracy of EACs, as well as a representation that they are not aware of any improprieties in the accounting or control functions.

• Realigned reporting lines whereby program financial analysts report directly to the finance organization.

• Hired a President to lead the division and added several new employees to the finance department of the division.

• Engaged third-party consultants with extensive Aerospace and Defense experience and expertise to perform a comprehensive review of the division’s accounting and reporting functions, including performing an evaluation of the division’s policies and procedures.

These actions represent significant progress in addressing the material weaknesses.

We plan to fully implement and operate the redesigned processes and procedures in the upcoming fiscal year and to begin testing the enhanced controls starting in the first quarter of fiscal 2025.

The material weaknesses will not be considered formally remediated until these controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Remediation Plan for the Material Weakness Identified in Fiscal 2024

Management, with the oversight of the Audit Committee, intends to remediate the material weakness described above primarily by (i) updating the relevant accounting policy and procedures to be more prescriptive, (ii) enhancing the review processes applicable to evaluating whether the transfer of control of inventories has occurred or whether payments received from customers should be reported as a liability, (iii) establishing controls over the preparation and review of customer level inventory reconciliations, and (iv) training of sales, operations and finance personnel responsible for administering and accounting for customer-purchased inventory arrangements.

(d) Changes in Internal Control Over Financial Reporting

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Other Information

During our last fiscal quarter, an executive officer adopted a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:

On August 30, 2023 , Kurt Adzema , Executive Vice President and Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement (the “Plan”) with respect to the sale of up to 53,899 shares, including shares that may vest pursuant to restricted stock units and performance stock units previously granted to Mr.

Adzema under the 2019 Equity Incentive Plan during the term of the Plan.

All sales under the Plan are subject to certain specific minimum market prices being met.

terminates on August 7, 2024 and is intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) under the Exchange Act.

No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement ,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

During the fiscal quarter ended September 28, 2024, the following director adopted a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:

On August 30, 2024 , Susan Johnson , a member of the Board of Directors of the Company, adopted a Rule 10b5-1 trading arrangement (the “Plan”) with respect to the sale of up to 2,500 shares of common stock during the term of the Plan.

The Plan terminates on December 31, 2025 or at such time all shares under the Plan are sold and is intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) under the Exchange Act.

No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the fiscal quarter ended September 28, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Financial Statements:

Consolidated Balance Sheets, As of September 30, 2023 and October 1, 2022 49

Consolidated Statements of Income, Years Ended September 30, 2023, October 1, 2022 and October 2, 2021 50

Consolidated Statements of Comprehensive Income, Years Ended September 30, 2023, October 1, 2022 and October 2, 2021 51

Consolidated Statements of Stockholders' Equity, Years Ended September 30, 2023, October 1, 2022 and October 2, 2021 52

Consolidated Statements of Cash Flows, Years Ended September 30, 2023, October 1, 2022 and October 2, 2021 53

Consolidated Balance Sheets, As of September 28, 2024 and September 30, 2023 47

Consolidated Statements of Income, Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 48

Consolidated Statements of Comprehensive Income, Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 49

Consolidated Statements of Stockholders' Equity, Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 50

Consolidated Statements of Cash Flows, Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 51

Notes to Consolidated Financial Statements 52

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The following financial statement schedule of Sanmina Corporation is filed as part of this report on Form 10-K immediately after the signature pages hereto and should be read in conjunction with our Financial Statements included in this Item 15:

Schedule II-Valuation and Qualifying Accounts, Years Ended September 30, 2023, October 1, 2022 and October 2, 2021

Schedule II-Valuation and Qualifying Accounts, Years Ended September 28, 2024, September 30, 2023 and October 1, 2022

All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto.

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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 dated December 1, 2008.

3.5(5) Amended and Restated Bylaws of the Registrant dated October 23, 2024.

3.6(6) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.

3.7(7) Certificate of Ownership and Merger as filed with the Secretary of State of Delaware effective November 15, 2012.

3.8(8) Certificate of Amendment of Amended and Restated Bylaws dated December 7, 2015.

3.9 Certificate of Merger as filed with the Secretary of State of Delaware on October 3, 2016 (filed herewith).

3.8 Intentionally omitted.

3.9 (35) Certificate of Merger as filed with the Secretary of State of Delaware on October 3, 2016.

4.1(8) Indenture, dated as of June 4, 2014, among Sanmina Corporation, certain subsidiaries of Sanmina Corporation as guarantors and U.S.

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and Bank of the West.

10.43± Receivables Purchase Agreement dated as of August 31, 2023 by and among Sanmina Corporation, as Seller, Servicer and Guarantor, the other Sellers and Servicers described therein, the buyers described therein and Truist Bank as Administrative Agent (filed herewith).

10.43(35)± Receivables Purchase Agreement dated as of August 31, 2023 by and among Sanmina Corporation, as Seller, Servicer and Guarantor, the other Sellers and Servicers described therein, the buyers described therein and Truist Bank as Administrative Agent.

10.44(36) Separation and Release Agreement dated December 13, 2023 between Sanmina Corporation and Kurt Adzema.

10.45(38) Amendment No.

1, dated May 17, 2024, to the Receivables Purchase Agreement dated August 31, 2023, by and among Sanmina Corporation, as Seller, Servicer and Guarantor, the other Sellers and Servicers described therein, the buyers described therein and Truist Bank as Administrative Agent.

14.1(39) Code of Business Conduct and Ethics of the Registrant.

19.1 Insider Trading Policy (filed herewith)

21.1 Subsidiaries of the Registrant (filed herewith).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97.1* Sanmina Corporation Policy for Reimbursement of Incentive Payments (filed herewith).

97.1(35)* Sanmina Corporation Policy for Reimbursement of Incentive Payments.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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(4) Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001.

(5) Incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on December 5, 2008.

(5) Incorporated by reference to Exhibit 3.5 to the Registrant's Current Report on Form 8-K, filed with the SEC on October 29, 2024.

(6) Incorporated by reference to Exhibit 3.6 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 19, 2009.

(7) Incorporated by reference to Exhibit 3.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, filed with the SEC on November 21, 2012

(8) Incorporated by reference to Exhibit 3.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2015.

(8) Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 5, 2014.

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(34) Incorporated by reference to the same numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2022, filed with the SEC on November 10, 2022.

(35) Incorporated by reference to the same numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on November 16, 2023.

(36) Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2023 filed with the SEC on January 31, 2024.

(37) Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed with the SEC on May 1, 2024.

(38) Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024 filed with the SEC on July 31, 2024.

(39) Incorporated by reference to the same numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 2, 2021, filed with the SEC on November 12, 2021.

(37) Incorporated by reference to same numbered exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023, filed with the SEC on May 22, 2023.

(40) This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jure Sola and Kurt Adzema and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Jure Sola and Jonathan Faust and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date

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(Principal Executive Officer) November 27, 2024

/s/ KURT ADZEMA Executive Vice President and Chief Financial Officer (Principal Financial Officer) November 16, 2023

/s/ JONATHAN FAUST Executive Vice President and Chief Financial Officer (Principal Financial Officer) November 27, 2024

Jonathan Faust

/s/ BRENT BILLINGER Senior Vice President and Corporate Controller (Principal Accounting Officer) November 27, 2024

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DELANEY Director November 27, 2024

GOLDSBERRY Director November 16, 2023

HEDLEY III Director November 27, 2024

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SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

Balance at Beginning of Period Charged to Operations Charges Utilized Balance at End of Period

Balance at Beginning of Period Additions Balance at End of Period

Charged to Costs and Expenses Charged to Other Accounts Deductions

(In thousands)

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Fiscal year ended October 1, 2022 $ 6,935 $ 7,978 $ — $ — $ 14,913

Fiscal year ended September 30, 2023 $ 14,913 $ 356 $ — $ — $ 15,269

Fiscal year ended September 28, 2024 $ 15,269 $ ( 814 ) $ — $ — $ 14,455

Valuation Allowance on Deferred Tax Assets

Fiscal year ended October 1, 2022 $ 115,258 $ 6,503 $ — $ ( 3,551 ) $ 118,210

Fiscal year ended September 30, 2023 $ 118,210 $ 361 $ — $ ( 2,496 ) $ 116,075

Fiscal year ended September 28, 2024 $ 116,075 $ 6,462 $ — $ ( 1,502 ) $ 121,035

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.

What changed 10-K

Item 9A. Controls and Procedures