SANMINA CORP
For the period ended Mar 28, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2026 · Filed Apr 27, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-27; filed 2026-01-26.
0000897723-26-000015
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-04-27.
0000897723-26-000025
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 85 current paragraphs.
53 unchanged; 25 reworded; 6 added; 3 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
During the first quarter of 2026, we completed the ZT Acquisition, and the results of this acquisition are included within the IMS segment.
Current report
Gross margin decreased to 8.8% from 8.9% for the three months ended March 28, 2026 and March 29, 2025. Gross margin decreased to 8.3% from 8.6% for the six months ended March 28, 2026 and March 29, 2025. IMS gross margin increased to 8.5% from 7.7% for three months ended March 28, 2026 and March 29, 2025. IMS gross margin increased to 8.6% from 7.8% for the six months ended March 28, 2026 and March 29, 2025. The increase in gross margin is driven by the ZT acquisition. CPS gross margin decreased to 11.6% from 13.9% for the three months ended March 28, 2026 and March 29, 2025. CPS gross margin decreased to 12.2% from 13.2% for the six months ended March 28, 2026 and March 29, 2025. The change in gross margin is due to customer mix.
Current report
Selling, general and administrative expenses for the six months ended March 28, 2026 and March 29, 2025 were $228 million and $147 million, respectively. As a percentage of net sales, selling, general and administrative expenses were 3.2% and 3.7% for the six months ended March 28, 2026 and March 29, 2025, respectively. The increase in absolute dollars was primarily due to the ZT acquisition and stock-based compensation expense from new equity grants and variable compensation.
Current report
Acquisition, Integration and Others
Current report
Acquisition, integration and others were $73 million and $116 million for the three and six months ended March 28, 2026 respectively, and were related to the ZT Acquisition. Acquisition, integration and others for the three months ended March 28, 2026 primarily consist of a fair value adjustment of $59 million for contingent consideration and acquisition, integration and others for the six months ended March 28, 2026 primarily consists of a fair value adjustment of $59 million for contingent consideration and professional service fees of $45 million.
Current report
During the six months ended March 28, 2026, we generated $437 million of cash from earnings, excluding non-cash items, and $141 million of cash due primarily due to decreases in accounts receivables, inventories, and accrued liabilities and other. The decrease in accounts receivable, inventories, and accrued liabilities was due to timing of customer payments and settlements, and inventory sell-through.
Removed paragraphs (3)
Previous report
Gross margin decreased to 7.6% for the three months ended December 27, 2025 from 8.4% for the three months ended December 28, 2024. IMS gross margin increased to 8.7% for the three months ended December 27, 2025 compared to 7.9% for the three months ended December 28, 2024, primarily due to improved operating efficiencies and favorable customer mix. CPS gross margin remained relatively stable at 12.9% for the three months ended December 27, 2025 as compared to 12.5% for the three months ended December 28, 2024.
Previous report
Acquisition and Integration Charges
Previous report
During the three months ended December 27, 2025, we generated $158 million of cash from earnings, excluding non-cash items, and $21 million of cash due primarily due to decreases in inventories and accounts receivable, partially offset by decreases in accounts payable and deferred revenue and customer advances. The decrease in inventories, account payables and accounts receivables were primarily due to linearity of our shipments to customers and purchases from suppliers, and favorable mix of customer payment terms. The change in deferred revenue and customer advances is driven by decreased customer deposits against raw material inventory purchases.
Reworded paragraphs (25)
Previous wording
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including any statements regarding trends in future revenue or results of operations, gross margin, operating margin, expenses, earnings or losses from operations, or cash flow; any statements of the plans, strategies and objectives of management for future operations and the anticipated benefits of such plans, strategies and objectives; any statements regarding future economic conditions or performance; any statements regarding litigation or pending investigations, claims or disputes; future cash outlays for, and benefits of acquisitions and other strategic transactions, including our Indian joint venture and acquisition of ZT Group Int’l, Inc. (“ZT Systems”); any statements regarding expected restructuring costs and benefits; any statements concerning the adequacy of our current liquidity and the availability of additional sources of liquidity; any statements regarding the potential impact of any future pandemics on our business, results of operations and financial condition; any statements regarding the potential impact of supply chain shortages and inflation on our business; any statements regarding the future impact of tariffs, export controls and evolving trade policies on our business; any statements relating to future tax rates and tax policies and our expectations concerning developments in the audit by the IRS of certain tax returns filed by us, including the potential impact of the IRS revenue agent’s report received by us in November 2023; any statements relating to the expected impact of accounting pronouncements not yet adopted; any statements regarding future repurchases of our common stock; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Generally, the words “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue” and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks and uncertainties, including those contained in Part II, Item 1A of this report. As a result, actual results could vary materially from those suggested by the forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission (the “SEC”). Investors and others should note that Sanmina announces material financial information to our investors usi…
Excerpt shortened here; the source contains the full paragraph.
Current wording
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including any statements regarding trends in future revenue or results of operations, gross margin, operating margin, expenses, earnings or losses from operations, or cash flow; plans, strategies and objectives of management for future operations and the anticipated benefits of such plans, strategies and objectives; future economic conditions or performance; any statements regarding litigation or pending investigations, claims or disputes; future cash outlays for, and benefits of acquisitions and other strategic transactions, including our Indian joint venture and acquisition of ZT Systems; expected restructuring costs and benefits; the adequacy of our current liquidity and the availability of additional sources of liquidity; the potential impact of any future pandemics on our business, results of operations and financial condition; the potential impact of supply chain shortages and inflation on our business; the future impact of tariffs, export controls and evolving trade policies on our business; future tax rates and tax policies and our expectations concerning developments in the audit by the IRS of certain tax returns filed by us, including the potential impact of the IRS revenue agent’s report received by us in November 2023; the expected impact of accounting pronouncements not yet adopted; future repurchases of our common stock; our expectations or beliefs; and assumptions underlying any of the foregoing. Generally, the words “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue” and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks and uncertainties, including those contained in Part II, Item 1A of this report. As a result, actual results could vary materially from those suggested by the forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission (the “SEC”). Investors and others should note that Sanmina announces material financial information to our investors using our investor relations website (http://ir.sanmina.com/investor-relations/overview/default.aspx), SEC filings, press releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about Sanmina, its products and services and other issues. It is poss…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Our only reportable segment for financial reporting purposes is IMS, which represented approximately 90% of our total revenue for the three months ended December 27, 2025. Our CPS business consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments. Therefore, financial information for these operating segments is combined and presented in a single category entitled “CPS”.
Current wording
Our only reportable segment for financial reporting purposes is IMS, which represented approximately 90% of our total revenue for the six months ended March 28, 2026. Our CPS business consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments. Therefore, financial information for these operating segments is combined and presented in a single category entitled “CPS”.
Previous wording
Sales to our ten largest customers represent approximately 65% of net sales. Net sales from these customers are derived from multiple segments. One customer represented 10% or more of our net sales for the three months ended December 27, 2025. No customer represented 10% or more of our net sales for the three months ended December 28, 2024.
Current wording
Sales to our ten largest customers represent approximately 70% of net sales. Net sales from these customers are derived from multiple segments. Two customers represented 10% or more of our net sales for the three and six months ended March 28, 2026. One customer represented 10% or more of our net sales for the three months ended March 29, 2025 and none for the six months ended March 29, 2025.
Previous wording
On October 27, 2025 (the “Closing Date”), we completed the acquisition of ZT Systems (“ZT Acquisition”) for a purchase consideration of $1.62 billion, consisting of cash of $1.356 billion, net of $295 million cash acquired, and 1,151,052 shares of our common stock valued at $155 million, which we released out of treasury stock. The Seller is also entitled up to $450 million in contingent cash consideration upon the achievement of certain gross profit and revenue metrics during the three-year period following the Closing Date. Additionally, we recognized a $111 million contingent cash consideration liability arising from the ZT Acquisition. See Note 13, “Business Combination” of the notes to the Condensed Consolidated Financial Statements contained in this report for more information.
Current wording
On October 27, 2025 (the “Closing Date”), we completed the acquisition of ZT Systems (“ZT Acquisition”) for a purchase consideration of $1.62 billion, consisting of cash of $1.356 billion, net of $295 million cash acquired, and 1,151,052 shares of our common stock valued at $155 million, which we released out of treasury stock. The Seller is also entitled up to $450 million in contingent cash consideration upon the achievement of certain gross profit and revenue metrics during the three-year period following the Closing Date. Additionally, we recognized $170 million fair value of contingent cash consideration liability as of March 28, 2026. As part of the ZT Acquisition, AMD has entered into a strategic relationship with us as a U.S.-based new product introduction (“NPI”) manufacturing partner of choice to accelerate quality and time-to-deployment of AMD AI rack and cluster-scale systems for cloud customers.
Previous wording
We believe our end-to-end manufacturing solutions combined with our global supply chain management expertise differentiate us from our competitors and enable us to better serve the needs of OEM customers. However, our business faces many challenges. For example, we compete with a number of companies in each of our key end markets. This includes companies that are much larger than we are and smaller companies that focus on a particular niche product, service or end market. Although we believe we are well-positioned in each of our key end markets and offer many advantages compared to our competitors, profitably growing revenues are often constrained by intense competition. Additionally, we are impacted by macroeconomic challenges such as tariffs, inflation, supply chain constraints, foreign currency fluctuations, high interest rates, market volatility and recession concerns that have been and could be in the future exacerbated by geopolitical environment such as the tensions between the U.S. and other nations, conflict in the Middle East and the war in Ukraine.
Current wording
We believe our end-to-end manufacturing solutions combined with our global supply chain management expertise differentiate us from our competitors and enable us to better serve the needs of OEM customers. However, our business faces many challenges. For example, we compete with a number of companies in each of our key end markets. This includes companies that are much larger than we are and smaller companies that focus on a particular niche product, service or end market. Although we believe we are well-positioned in each of our key end markets and offer many advantages compared to our competitors, profitably growing revenues are often constrained by intense competition. Additionally, we are impacted by macroeconomic challenges such as tariffs, inflation, supply chain constraints, foreign currency fluctuations, high interest rates, market volatility and recession concerns that have been and could be in the future exacerbated by geopolitical environment such as the conflict in the Middle East and related supply disruptions, tensions between the U.S. and other nations and the war in Ukraine.
Previous wording
Business Combinations. Accounting for a business combination requires us to estimate the fair value at the acquisition date, of consideration paid, contractual obligations, contingent consideration and the individual assets acquired and liabilities assumed, which involves a number of judgments, assumptions and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Contingent consideration is recorded at fair value as of the acquisition date with subsequent adjustments recorded to earnings. Significant judgment along with estimates and assumptions are involved in deriving the fair value of the contingent consideration. We may engage third parties to determine fair value for certain assets such as property, plant and equipment and intangible assets, including assistance with estimating future cash flows, discount rates and comparable market values. Any excess of purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill and if less than the fair value of assets acquired and liabilities assumed, a gain on bargain purchase is recognized. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets possess varying useful lives, and some may be deemed to have an indefinite useful life. We expense acquisition and integration charges as they are incurred, with these costs primarily consisting of advisory, legal, accounting, and other professional and consulting fees.
Current wording
Business Combinations. Accounting for a business combination requires us to estimate the fair value at the acquisition date, of consideration paid, contractual obligations, contingent consideration and the individual assets acquired and liabilities assumed, which involves a number of judgments, assumptions and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Contingent consideration is recorded at fair value as of the acquisition date with subsequent adjustments recorded to earnings. Significant judgment along with estimates and assumptions are involved in deriving the fair value of the contingent consideration. We may engage third parties to determine fair value for certain assets such as property, plant and equipment and intangible assets, including assistance with estimating future cash flows, discount rates and comparable market values. Any excess of purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill and if less than the fair value of assets acquired and liabilities assumed, a gain on bargain purchase is recognized. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets possess varying useful lives, and some may be deemed to have an indefinite useful life. We expense acquisition, integration and others charges as they are incurred, with these costs primarily consisting of advisory, legal, accounting, and other professional and consulting fees, as well as fair value adjustments to contingent consideration.
Previous wording
Net sales increased 59.0% in the three months ended December 27, 2025 compared to the three months ended December 28, 2024, primarily in the cloud infrastructure end market, driven by the ZT Acquisition, new program wins and program ramp-ups in our communications networks and medical end market.
Current wording
Net sales increased 102% in the three months ended March 28, 2026 compared to the three months ended March 29, 2025, and 80.5% in the six months ended March 28, 2026 compared to the six months ended March 29, 2025, primarily in the cloud infrastructure end market, driven by the ZT acquisition, new program wins and program ramp-ups in our communications networks and medical end market.
Previous wording
Selling, general and administrative expenses for the three months ended December 27, 2025 and December 28, 2024 were $115 million and $71 million, respectively. As a percentage of net sales, selling, general and administrative expenses were 3.6% and 3.5% for the three months ended December 27, 2025 and December 28, 2024, respectively. The increase in absolute dollars was primarily due to higher expenses driven by the ZT Acquisition.
Current wording
Selling, general and administrative expenses for the three months ended March 28, 2026 and March 29, 2025 were $114 million and $76 million, respectively. As a percentage of net sales, selling, general and administrative expenses were 2.8% and 3.8% for the three months ended March 28, 2026 and March 29, 2025, respectively. The increase in absolute dollars was primarily due to costs related to the ZT acquisition and stock compensation expense from new equity grants and variable compensation.
Previous wording
Research and development expenses were $9 million and $7 million for three months ended December 27, 2025 and December 28, 2024, respectively. As a percentage of net sales, research and development expenses were 0.3% and 0.4% for three months ended December 27, 2025 and December 28, 2024, respectively. Research and development expenses remain consistent as a percentage of revenues for both the reporting periods.
Current wording
Research and development expenses were $8 million and $7 million for three months ended March 28, 2026 and March 29, 2025, respectively. As a percentage of net sales, research and development expenses were 0.2% and 0.4% for three months ended March 28, 2026 and March 29, 2025, respectively. Research and development expenses were $17 million and $14 million for six months ended March 28, 2026 and March 29, 2025, respectively. As a percentage of net sales, research and development expenses were 0.2% and 0.4% for six months ended March 28, 2026 and March 29, 2025, respectively. Research and development expenses remain consistent as a percentage of revenues for both the reporting periods.
Previous wording
Acquisition and integration charges were $43 million for the three months ended December 27, 2025 and were related to the ZT Acquisition. There were no such charges for the three months ended December 28, 2024.
Current wording
There were no such charges for the three and six months ended March 29, 2025.
Previous wording
Interest expense was $25 million and $5 million for three months ended December 27, 2025 and December 28, 2024, respectively. The increase in interest expense is primarily due to interest incurred on the new term loans with higher aggregate borrowing amount of $2.2 billion compared to $0.3 billion for the three months ended December 28, 2024.
Current wording
Interest expense was $32 million and $5 million for the three months ended March 28, 2026 and March 29, 2025, respectively and $57 million and $10 million for the six months ended March 28, 2026 and March 29, 2025, respectively. The increase in interest expense for both periods is primarily due to interest incurred on the new term loans with higher aggregate borrowing amount of $2.2 billion compared to $0.3 billion for the three and six months ended March 29, 2025.
Previous wording
Provision for income taxes for the three months ended December 27, 2025 and December 28, 2024 was $10 million (16% of income before taxes) and $15 million (18% of income before taxes), respectively. The effective tax rate was lower for the three months ended December 27, 2025 primarily due to change in the jurisdictional mix of earnings and favorable discrete tax events, including a $4 million benefit from the release of certain foreign tax reserves and approximately $1.5 million benefit from other discrete tax items.
Current wording
Provision for income taxes for the three months ended March 28, 2026 and March 29, 2025 was $33 million (25% of income before taxes) and $18 million (20% of income before taxes), respectively. The effective tax rate was higher for the three months ended March 28, 2026 primarily due to change in the jurisdictional mix of earnings and non-deductible acquisition related charges.
Previous wording
Management regularly reviews financial and non-financial performance indicators to assess our operating results. Our working capital requirements are dependent on the effective management of our sales cycle, as well as timing of payments. We believe the metrics set forth below are useful to investors in measuring our liquidity, as future liquidity needs will depend on fluctuations in levels of inventory, contract assets, customer inventory advances, accounts receivable and accounts payable. Due to the acquisition of ZT Systems, certain metrics presented below may not fully reflect actual business performance as the condensed consolidated statement of income includes only two months of ZT System's financial results.
Current wording
Management regularly reviews financial and non-financial performance indicators to assess our operating results. Our working capital requirements are dependent on the effective management of our sales cycle, as well as timing of payments. We believe the metrics set forth below are useful to investors in measuring our liquidity, as future liquidity needs will depend on fluctuations in levels of inventory, contract assets, customer inventory advances, accounts receivable and accounts payable.
Previous wording
Cash and cash equivalents were $1.4 billion as of December 27, 2025 and $926 million as of September 27, 2025. Restricted cash and cash equivalents as of December 27, 2025 were $51 million. Our cash levels vary during any given quarter depending on the timing of collections from customers and payments to suppliers, borrowings under our credit facilities, sales of accounts receivable under numerous programs we utilize, repurchases of common stock and other factors. Our working capital was $3.2 billion and $2.0 billion as of December 27, 2025 and September 27, 2025, respectively.
Current wording
Cash and cash equivalents were $1.6 billion as of March 28, 2026 and $926 million as of September 27, 2025. Restricted cash and cash equivalents as of March 28, 2026 were $50 million. Our cash levels vary during any given quarter depending on the timing of collections from customers and payments to suppliers, borrowings under our credit facilities, sales of accounts receivable under numerous programs we utilize, repurchases of common stock and other factors. Our working capital was $3.2 billion and $2.0 billion as of March 28, 2026 and September 27, 2025, respectively.
Previous wording
Net cash provided by operating activities was $179 million for the three months ended December 27, 2025. Our working capital metrics tend to fluctuate from quarter to quarter based on factors such as the linearity of our shipments to customers and purchases from suppliers, customer and supplier mix, the extent to which we factor customer receivables and the negotiation of payment terms with customers and suppliers. These fluctuations can significantly affect our cash flows from operating activities.
Current wording
Net cash provided by operating activities was $577 million for the six months ended March 28, 2026. Our working capital metrics tend to fluctuate from quarter to quarter based on factors such as the linearity of our shipments to customers and purchases from suppliers, customer and supplier mix, the extent to which we factor customer receivables and the negotiation of payment terms with customers and suppliers. These fluctuations can significantly affect our cash flows from operating activities.
Previous wording
Net cash used in investing activities was $1.4 billion for the three months ended December 27, 2025. During the three months ended December 27, 2025, we used $1.4 billion for the ZT Acquisition, used $87 million of cash for capital expenditures and received $9 million from the sale of certain equity investments.
Current wording
Net cash used in investing activities was $1.5 billion for the six months ended March 28, 2026. During the six months ended March 28, 2026, we used $1.4 billion for the ZT Acquisition, used $144 million of cash for capital expenditures and received $9 million from the sale of certain equity investments.
Previous wording
Net cash provided by financing activities was $1.8 billion for the three months ended December 27, 2025. During the three months ended December 27, 2025, we borrowed $2.2 billion for the ZT Acquisition and incurred $29 million of debt issuance costs, used $80 million of cash to repurchase common stock, withheld $34 million payments to tax authorities for stock-based compensation activity and repaid $302 million of borrowings.
Current wording
Net cash provided by financing activities was $1.6 billion for the six months ended March 28, 2026. During the six months ended March 28, 2026, we borrowed $2.2 billion for the ZT Acquisition and incurred $29 million of debt issuance costs, used $239 million of cash to repurchase common stock, withheld $56 million payments to tax authorities for stock-based compensation activity and repaid $302 million of borrowings.
Previous wording
There were $2.2 billion loans outstanding under the New Credit Facility as of December 27, 2025. Additionally, as of December 27, 2025, $9 million of letters of credit was outstanding under the credit facility and $1.5 billion was available to borrow.
Current wording
As of March 28, 2026, there were $2.2 billion loans outstanding under the New Credit Facility. Additionally, $9 million of letters of credit were outstanding. Under the New Credit Facility, we have $600 million available to borrow under Term Loan A and $1.5 billion available to borrow under the revolving credit facility.
Previous wording
The New Credit Agreement requires us to comply with certain financial covenants, namely (i) a minimum consolidated cash interest coverage ratio of not less than 3.00 to 1.00 and (ii) a maximum consolidated total net leverage ratio of not greater than 4.00 to 1.00, in each case, measured at the end of each fiscal quarter on the basis of a trailing 12-month look-back period. In addition, the New Credit Agreement requires us to comply with customary affirmative and negative covenants which limit our ability and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, prepay subordinated indebtedness and sell assets, subject to certain exceptions and baskets. The New Credit Agreement also includes covenants that require us to file quarterly and annual financial statements with the SEC on a timely basis. See Note 5, “Debt” of the notes to the Condensed Consolidated Financial Statements contained in this report for details.
Current wording
The New Credit Facility requires us to comply with certain financial covenants, namely (i) a minimum consolidated cash interest coverage ratio of not less than 3.00 to 1.00 and (ii) a maximum consolidated total net leverage ratio of not greater than 4.00 to 1.00, in each case, measured at the end of each fiscal quarter on the basis of a trailing 12-month look-back period. In addition, the New Credit Facility requires us to comply with customary affirmative and negative covenants which limit our ability and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, prepay subordinated indebtedness and sell assets, subject to certain exceptions and baskets. The New Credit Facility also includes covenants that require us to file quarterly and annual financial statements with the SEC on a timely basis. As of March 28, 2026, we were in compliance with all these covenants. See Note 5, “Debt” of the notes to the Condensed Consolidated Financial Statements contained in this report for details.
Previous wording
During the three months ended December 27, 2025, we repurchased 0.5 million shares of our common stock for $79 million under stock repurchase programs authorized by our Board of Directors. These programs have no expiration dates and the timing of repurchases will depend upon capital needs to support the growth of our business, market conditions and other factors. Although stock repurchases are intended to increase stockholder value, they also reduce our liquidity. As of December 27, 2025, an aggregate of $160 million remained available under these programs.
Current wording
During the six months ended March 28, 2026, we repurchased 1.6 million shares of our common stock for $239 million under stock repurchase programs authorized by our Board of Directors. Subsequent to the end of the second quarter of 2026, our Board of Directors authorized the repurchase of up to $600 million of our common stock in the open market or in negotiated private transactions. These programs have no expiration dates and the timing of repurchases will depend upon capital needs to support the growth of our business, market conditions and other factors. Although stock repurchases are intended to increase stockholder value, they also reduce our liquidity. As of March 28, 2026, the amount available under these programs is immaterial.
Previous wording
ZT Systems is also party to a receivables purchase agreement with a third-party banking institution for the sale of trade receivables generated from sales to certain customers of ZT Systems, subject to terms and conditions substantially similar to those contained in our RPA. The sale of receivables under all of these programs is subject to the approval of the banks or customers involved and there can be no assurance that we will be able to sell the maximum amount of receivables permitted by these programs when desired. See Note 7, “Accounts Receivable Sale Program” of the notes to the Condensed Consolidated Financial Statements contained in this report for details.
Current wording
In addition to the RPA, we participate in trade receivables sales programs that have been implemented by certain of our customers, as in effect from time to time. We do not service trade receivables sold under these other programs. The sale of receivables under all of these programs is subject to the approval of the banks or customers involved and there can be no assurance that we will be able to sell the maximum amount of receivables permitted by these programs when desired. See Note 7, “Accounts Receivable Sale Program” of the notes to the Condensed Consolidated Financial Statements contained in this report for details.
Previous wording
In the ordinary course of business, we are or may become party to legal proceedings, claims and other contingencies, including environmental, regulatory, warranty and employee matters and examinations by government agencies. As of December 27, 2025, we had accrued liabilities of $40 million related to such matters. Additionally, we recognized a $111 million contingent cash consideration liability arising from the ZT Systems acquisition which is classified as other long-term liabilities in the condensed consolidated balance sheets. The estimated range of undiscounted payment in respect of the contingent consideration from no payout to $450 million. We cannot accurately predict the outcome of these matters or the amount or timing of cash flows that may be required to defend ourselves or to settle such matters or that these reserves will be sufficient to fully satisfy our contingent liabilities.
Current wording
In the ordinary course of business, we are or may become party to legal proceedings, claims and other contingencies, including environmental, regulatory, warranty and employee matters and examinations by government agencies. As of March 28, 2026, we had accrued liabilities of $38 million related to such matters. Additionally, we recognized a $170 million contingent cash consideration liability arising from the ZT Systems acquisition which is classified as other long-term liabilities in the condensed consolidated balance sheets. The estimated range of undiscounted payment in respect of the contingent consideration from no payout to $450 million. We cannot accurately predict the outcome of these matters or the amount or timing of cash flows that may be required to defend ourselves or to settle such matters or that these reserves will be sufficient to fully satisfy our contingent liabilities.
Previous wording
As of December 27, 2025, we had a liability of $50 million for uncertain tax positions. Our estimate of liabilities for uncertain tax positions is based on a number of subjective assessments, including the likelihood of a tax obligation being assessed, the amount of taxes (including interest and penalties) that would ultimately be payable, and our ability to settle any such obligations on favorable terms. Therefore, the amount of future cash flows associated with uncertain tax positions may be significantly higher or lower than our recorded liability and we are unable to reliably estimate when cash settlement may occur.
Current wording
As of March 28, 2026, we had a liability of $52 million for uncertain tax positions. Our estimate of liabilities for uncertain tax positions is based on a number of subjective assessments, including the likelihood of a tax obligation being assessed, the amount of taxes (including interest and penalties) that would ultimately be payable, and our ability to settle any such obligations on favorable terms. Therefore, the amount of future cash flows associated with uncertain tax positions may be significantly higher or lower than our recorded liability and we are unable to reliably estimate when cash settlement may occur.
Previous wording
We generated $179 million of cash from operations for the three months ended December 27, 2025. Our primary sources of liquidity as of December 27, 2025 consisted of (1) cash and cash equivalents of $1.4 billion (an aggregate of $257 million of our cash is held by Sanmina SCI India Private Limited (“SIPL”) and Sanmina SCI Technology Private Limited, our existing Indian manufacturing entity, which is designated to fund its operations use); (2) our New Credit Facility, under which $1.5 billion, net of outstanding borrowings and letters of credit, was available; (3) our foreign short-term borrowing facilities of $71 million, all of which was available; (4) proceeds from the sale of accounts receivable under our receivables sales programs and (5) cash generated from operations.
Current wording
We generated $577 million of cash from operations for the six months ended March 28, 2026. Our primary sources of liquidity as of March 28, 2026 consisted of (1) cash and cash equivalents of $1.6 billion (an aggregate of $259 million of our cash is held by Sanmina SCI India Private Limited (“SIPL”) and Sanmina SCI Technology Private Limited, our existing Indian manufacturing entity, which is designated to fund its operations use); (2) our New Credit Facility, under which $1.5 billion, net of outstanding borrowings and letters of credit, and $600 million of the term loan A were available; (3) our foreign short-term borrowing facilities of $71 million, all of which was available; (4) proceeds from the sale of accounts receivable under our receivables sales programs and (5) cash generated from operations.
Previous wording
As of December 27, 2025, 54% of our cash balance was held in the United States. Should we choose or need to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. We believe that cash held in the United States, together with liquidity available under our Credit Agreement and cash from foreign subsidiaries that could be remitted to the United States without tax consequences, will be sufficient to meet our United States liquidity needs for at least the next twelve months.
Current wording
As of March 28, 2026, 58% of our cash balance was held in the United States. Should we choose or need to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. We believe that cash held in the United States, together with liquidity available under our Credit Agreement and cash from foreign subsidiaries that could be remitted to the United States without tax consequences, will be sufficient to meet our United States liquidity needs for at least the next twelve months.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Provision for income taxes for the six months ended March 28, 2026 and March 29, 2025 was $43 million (22% of income before taxes) and $33 million (19% of income before taxes), respectively. The effective tax rate was higher for the six months ended March 28, 2026 primarily due to a change in the jurisdictional mix of earnings and non-deductible acquisition related charges.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In addition to the RPA, we participate in trade receivables sales programs that have been implemented by certain of our customers, as in effect from time to time. We do not service trade receivables sold under these other programs.