SANMINA CORP
For the period ended Sep 28, 2024. Filed Nov 27, 2024.
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FY2024 · Filed Nov 27, 2024
SANM$155.43+3.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) | Financial Statements. The following financial statements are filed under Item 8 hereof as part of this report: |
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 45 |
| Financial Statements: | |
| 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 |
| (2) | Financial Statement Schedules. 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 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. | |
| (3) | Exhibits. Refer to Item 15(b) immediately below. |
(b) Exhibits
| ExhibitNumber | 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 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 | 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. Bank National Association as trustee. |
| 4.5(9) | Description of the Registrant's Securities |
| 10.1 | Intentionally omitted |
| 10.2(10)* | Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008. |
| 10.3(11)* | Revised form of Officer and Director Indemnification Agreement. |
| 10.4(12)* | 2009 Incentive Plan, as amended on March 5, 2018. |
| 10.5 | Intentionally omitted |
| 10.6(13)* | Form of Stock Option Agreement for use under the 2009 Incentive Plan. |
| 10.7(14)* | Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan. |
| 10.8(15)* | Form of Restricted Stock Agreement for use under the 2009 Incentive Plan. |
| 10.9(16)* | Form of Change of Control Severance Benefit Agreement. |
| 10.10(17)* | Amendment to employment offer letter between Sanmina Corporation and Alan Reid dated March 12, 2010. |
| 10.11(18)* | Form of Restricted Stock Unit Agreement under 2009 Incentive Plan for director grants. |
| 10.12(19) | Purchase Agreement, dated as of May 20, 2014, by and among Sanmina Corporation, certain subsidiaries of Sanmina Corporation, as guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers. |
| 10.13(20) | Second Amendment to the Sanmina Corporation Deferred Compensation Plan adopted as of May 12, 2015. |
| 10.14 | Intentionally omitted |
| 10.15(21)* | First Amendment to the Sanmina-SCI Corporation Deferred Compensation Plan. |
| 10.16(22)* | Amendment No. 3 to Sanmina-SCI Corporation Deferred Compensation Plan. |
| 10.17 | Intentionally omitted |
| 10.18 | Intentionally omitted |
| 10.19(23)* | Fourth Amendment to the Sanmina Corporation Deferred Compensation Plan. |
| 10.20(24)‡ | Receivables Purchase Agreement, dated March 26, 2018, among Sanmina Corporation, the sellers and buyers from time to time party thereto and the Bank of Tokyo-Mitsubishi UFG, Ltd., as administrative agent. |
| 10.21(25) ‡ | Joinder and Amendment No. 1 to the Receivables Purchase Agreement dated June 25, 2018 among Sanmina Corporation, MUFG Bank Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFG, Ltd.), Wells Fargo Bank N.A., Bank of the West and MUFG Bank Ltd., as administrative agent. |
| 10.22(12)* | Fifth Amendment to Sanmina Corporation Deferred Compensation Plan. |
| 10.23(12)* | Sixth Amendment to Sanmina Corporation Deferred Compensation Plan. |
| 10.24 | Intentionally omitted |
| 10.25 | Intentionally omitted |
| 10.26(12)± | Joinder Agreement and Amendment No. 2 to the Receivables Purchase Agreement, dated September 17, 2018, among Sanmina Corporation, Sanmina-SCI Systems Pte. Ltd., MUFG Bank Ltd., Wells Fargo Bank N.A., Bank of the West and MUFG Bank Ltd., as administrative agent. |
| 10.27(26)‡ | Amendment No. 3 to the Receivables Purchase Agreement, dated December 21, 2018, among Sanmina Corporation, Sanmina-SCI Systems Pte. Ltd., MUFG Bank Ltd., Wells Fargo Bank N.A., Bank of the West and MUFG Bank Ltd., as administrative agent. |
| 10.28 | Intentionally omitted |
| 10.29(37)* | 2019 Equity Incentive Plan, as amended |
| 10.30(28)* | Form of Restricted Stock Unit Award Agreement for use under 2019 Equity Incentive Plan |
| 10.31(28)* | Form of Stock Option Award Agreement for use under 2019 Equity Incentive Plan |
| 10.32 | Intentionally omitted |
| 10.33(29) ± | Amendment No. 4 to the Receivables Purchase Agreement, dated April 3, 2019, among Sanmina Corporation, Sanmina-SCI Systems Pte. Ltd., MUFG Bank Ltd., Wells Fargo Bank N.A., Bank of the West and MUFG Bank Ltd., as administrative agent. |
| 10.34 | Intentionally omitted |
| 10.35(30) | Separation and Release Agreement dated January 10, 2020 between Sanmina Corporation and Michael Clarke |
| 10.36(31) | Separation and Release Agreement dated August 14, 2020 between Sanmina Corporation and Hartmut Liebel |
| 10.37(32) ± | Amendment No. 5 to the Receivables Purchase Agreement, dated December 17, 2020, among Sanmina Corporation, Sanmina-SCI Systems Pte. Ltd., MUFG Bank Ltd., Wells Fargo Bank N.A., Bank of the West |
| 10.38(33) ± | Amendment No. 6 to the Receivables Purchase Agreement, dated November 24, 2021, among Sanmina Corporation, Sanmina-SCI Systems Pte. Ltd., MUFG Bank Ltd., Wells Fargo Bank N.A. and Bank of the West. |
| 10.39(27)± | Share Subscription and Purchase Agreement dated as of March 3, 2022 by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd, AET Holdings Limited and Sanmina-SCI India Private Limited. |
| 10.39.1(27)± | Joint Venture and Shareholders’ Agreement dated as of March 3, 2022 by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited. |
| 10.39.2(27)± | Form of Management Services Agreement by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited. |
| 10.39.3(27)± | Form of Business Transfer Agreement by and between Sanmina-SCI Technology India Private Limited and a wholly-owned subsidiary of Sanmina Corporation to be incorporated under the laws of India. |
| 10.39.4(27)± | Form of Services Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited. |
| 10.39.5(27)± | Form of Services Agreement by and between Sanmina-SCI India Private Limited and Sanmina Corporation. |
| 10.39.6(27)± | Form of IP and Know-How License Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited. |
| 10.39.7(27)± | Form of Trademark License Agreement among Sanmina Corporation and Sanmina-SCI India Private Limited. |
| 10.40(34) | Fifth Amended and Restated Credit Agreement dated as of September 27, 2022 by and among Sanmina Corporation, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. |
| 10.41(34) | Second Amended and Restated Security Agreement dated as of September 27, 2022 by and among Sanmina Corporation, certain subsidiaries of Sanmina Corporation parties thereto and Bank of America, N.A., as Administrative Agent. |
| 10.42(34)± | Joinder Agreement and Amendment No. 7 to the Receivables Purchase Agreement, dated as of July 8, 2022, among Sanmina Corporation, Sanmina-SCI Systems Singapore Pte. Ltd., Sanmina-SCI Systems Malaysia Sdn. Bhd., MUFG Bank Ltd., Wells Fargo Bank, N.A. and Bank of the West. |
| 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). |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith). |
| 31.1 | Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.1(40) | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
| 32.2(40) | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
| 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 |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Compensatory plan in which an executive officer or director participates.
‡ Portions of this exhibit have been omitted pursuant to an order granting confidential treatment and this exhibit has been filed separately with the SEC.
± Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933.
| (1) | Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996. |
| (2) | Incorporated by reference to Exhibit 3.1(a) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001. |
| (3) | Incorporated by reference to Exhibit 3.1.2 to the Registrant's Registration Statement on Form S-4, filed with the SEC on August 10, 2001. |
| (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 3.5 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 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 5, 2014. |
| (9) | Incorporated by reference to same numbered exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2019, filed with the SEC on November 8, 2019. |
| (10) | Incorporated by reference to Exhibit 10.74 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
| (11) | Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
| (12) | Incorporated by reference to the same numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018 filed with the SEC on November 15, 2018. |
| (13) | Incorporated by reference to Exhibit 10.43 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009. |
| (14) | Incorporated by reference to Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009. |
| (15) | Incorporated by reference to Exhibit 10.45 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009. |
| (16) | Incorporated by reference to Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010, filed with the SEC on February 5, 2010. |
| (17) | Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2013, filed with the SEC on January 31, 2014. |
| (18) | Incorporated by reference to Exhibit 10.49 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed with the SEC on April 28, 2014. |
| (19) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2014. |
| (20) | Incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2015 filed with the SEC on July 24, 2015. |
| (21) | Incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2015, filed with the SEC on November 19, 2015. |
| (22) | Incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2015, filed with the SEC on November 19, 2015. |
| (23) | Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on November 13, 2017. |
| (24) | Incorporated by reference to Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed with the SEC on May 2, 2018. |
| (25) | Incorporated by reference to Exhibit 10.34 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 filed with the SEC on August 3, 2018. |
| (26) | Incorporated by reference to the same numbered exhibit to the Registrant’s Quarterly Report on Form 10-Q for the first fiscal quarter ended December 29, 2018 filed with the SEC on February 7, 2019. |
| (27) | Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022 filed with the SEC on May 4, 2022. |
| (28) | 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, 2019 filed with the SEC on May 2, 2019. |
| (29) | 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, 2019 filed with the SEC on August 1, 2019. |
| (30) | Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2019 filed with the SEC on January 30, 2020. |
| (31) | Incorporated by reference to the same numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed with the SEC on November 13, 2020. |
| (32) | Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2021 filed with the SEC on February 4, 2021. |
| (33) | Incorporated by reference to the same number exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2022 filed with the SEC on February 2, 2022. |
| (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. |
| (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. |
(c)Financial Statement Schedules. See Item 15(a)(2) above.
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