TTM TECHNOLOGIES INC
For the period ended Jan 1, 2024. Filed Feb 27, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements
Financial Statements are listed in the Index to Consolidated Financial Statements on page 58 of this Report.
(b)Exhibits
| ExhibitNumber | Exhibits |
| 2.1 | Stock Purchase Agreement, dated as of April 18, 2022, by and among TTM Technologies, Inc., Griffon Corporation, and Exphonics, Inc. (1) |
| 3.1(a) | Registrant’s Certificate of Incorporation, as amended June 3, 2011 (2) |
| 3.1(b) | Registrant’s Certificate of Amendment of Certificate of Incorporation, dated May 12, 2016 (3) |
| 3.2 | Registrant’s Fifth Amended and Restated Bylaws, as amended August 3, 2021 (4) |
| 4.1 | Indenture, dated as of May 14, 2008, between the Registrant and American Stock Transfer & Trust Company (5) |
| 4.2 | Form of Registrant’s common stock certificate (6) |
| 4.3 | Indenture, dated as of December 20, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC (7) |
| 4.4 | Description of the Registrant’s Securities (8) |
| 4.5 | Indenture dated as of March 10, 2021, by and among the Company, the Guarantors named therein, and Wilmington Trust, National Association, as Trustee (9) |
| 4.6 | Form of 4.000% Senior Notes due 2029 (10) |
| 10.1 | Form of Director and Officer Indemnification Agreement (11) |
| 10.2‡ | Executive and Director Deferred Compensation Plan (12) |
| 10.3‡ | Form of Executive Change in Control Severance Agreement and schedule of agreements (13) |
| 10.4‡ | TTM Technologies, Inc. 2006 Incentive Compensation Plan (14) |
| 10.5‡ | TTM Technologies, Inc. 2014 Incentive Compensation Plan, as amended (15) |
| 10.6‡ | TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for U.S. taxpayers) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan (16) |
| 10.7‡ | TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for non-U.S. taxpayers) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan (17) |
| 10.8‡ | TTM Technologies, Inc. Form of Performance-Based RSU Grant Notice and Award Agreement pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan (18) |
| 10.9‡ | TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for non-employee directors) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan (19) |
| 10.10‡ | TTM Technologies, Inc. 2023 Incentive Compensation Plan (20) |
| 10.11‡ | TTM Technologies, Inc. 2023 Form of Restricted Stock Unit Award Grant Notice and Award Agreement (for U.S. taxpayers) pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan (21) |
| 10.12‡ | TTM Technologies, Inc. 2023 Form of Restricted Stock Unit Award Grant Notice and Award Agreement (for non-U.S. taxpayers) pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan (22) |
| 10.13‡ | TTM Technologies, Inc. 2023 Form of Performance-Based RSU Grant Notice and Award Agreement pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan (23) |
| 10.14‡ | Letter Agreement, dated as of July 28, 2023, by and between the Company and Daniel L. Boehle (24) |
| 10.15 | Amended & Restated Term Loan Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (25) |
| 10.16 | Amended & Restated ABL Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, Bank of America, N.A. and Truist Securities, Inc. as Syndication Agents, and HSBC Securities (USA) Inc., as Documentation Agent (26) |
| 10.17 | Amended & Restated Facility Agreement, dated as of June 14, 2023, by and among TTM Technologies China Limited and TTM Technologies Trading (Asia) Company Limited, as borrowers, TTM Technologies (Asia Pacific) Limited and other parties as guarantors, The Hong Kong and Shanghai Banking Corporation Limited and Barclays Bank PLC as original lenders, and The Hong Kong and Shanghai Banking Corporation Limited as arranger, facility agent, security trustee and issuing bank (27) |
| 21.1* | Subsidiaries of the Registrant |
| 23.1* | Consent of KPMG LLP, independent registered public accounting firm |
| 31.1* | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | TTM Technologies, Inc. Executive Compensation Recoupment Policy |
| 101.INS | Inline 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 | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Documents |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Documents |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Documents |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Documents |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
(1)
Incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K as filed with the Commission on June 27, 2022, SEC File Number 000-31285.
(2)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed with the Commission on June 6, 2011, SEC File Number 000-31285.
(3)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed with the Commission on May 18, 2016, SEC File Number 000-31285.
(4)
Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q as filed with the Commission on August 4, 2021, SEC File Number 000-31285.
(5)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K as filed with the Commission on May 15, 2008, SEC File Number 000-31285.
(6)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K as filed with the Commission on August 30, 2005, SEC File Number 000-31285.
(7)
Incorporated by reference to Exhibit 4.8 to the Registrant’s Form 8-K as filed with the Commission on December 20, 2013, SEC File Number 000-31285.
(8)
Incorporated by reference to Exhibit 4.10 to the Registrant’s Form 10-K filed with the Commission on February 22, 2021, SEC File Number 000-31285.
(9)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on March 10, 2021, SEC File Number 000-31285.
(10)
Included as Exhibit A to the Indenture filed as Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on March 10, 2021, SEC File Number 000-31285.
(11)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed with the Commission on December 15, 2014, SEC File Number 000-31285.
(12)
Incorporated by reference to Exhibit 10.25 to the Registrant’s Form 8-K as filed with the Commission on September 19, 2011, SEC File Number 000-31285.
(13)
Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q as filed with the Commission on May 5, 2015, SEC File Number 000-31285.
(14)
Incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-K as filed with the Commission on March 16, 2007, SEC File Number 000-31285.
(15)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed with the Commission on May 18, 2016, SEC File Number 000-31285.
(16)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q as filed with the Commission on August 4, 2016, SEC File Number 000-31285.
(17)
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q as filed with the Commission on May 5, 2015, SEC File Number 000-31285.
(18)
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q as filed with the Commission on August 4, 2016, SEC File Number 000-31285.
(19)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q as filed with the Commission on August 10, 2015, SEC File Number 000-31285.
(20)
Incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 as filed with the Commission on June 7, 2023, SEC File Number 333-272490.
(21)
Incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q as filed with the Commission on August 10, 2023, SEC File Number 000-31285.
(22)
Incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q as filed with the Commission on August 10, 2023, SEC File Number 000-31285.
(23)
Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q as filed with the Commission on August 10, 2023, SEC File Number 000-31285.
(24)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed with the Commission on August 2, 2023, SEC File Number 000-31285.
(25)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed with the Commission on May 30, 2023, SEC File Number 000-31285.
(26)
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K as filed with the Commission on May 30, 2023, SEC File Number 000-31285.
(27)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed with the Commission on June 20, 2023, SEC File Number 000-31285.
‡ Management contract or compensatory plan.
- Filed herewith
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Commission and are not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
(c)Financial Statement Schedules
None.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.