STOCK TITAN

Sanmina (NASDAQ: SANM) lifts 2026 guidance after strong Q3 2026 earnings

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sanmina Corporation reported strong third quarter fiscal 2026 results. Revenue was $3.46 billion, up from $2.04 billion a year earlier. GAAP operating margin was 6.4% and GAAP diluted EPS was $2.12. Non-GAAP operating margin reached 8.0% with non-GAAP diluted EPS of $3.31. Cash flow from operations was $124 million, free cash flow was about $24 million, and cash and cash equivalents totaled $1.84 billion. Net income attributable to common shareholders was $117.1 million.

For the fourth quarter of fiscal 2026, Sanmina projects revenue of $3.3–$3.6 billion, non-GAAP operating margin of 7.5%–8.0%, and non-GAAP diluted EPS of $3.05–$3.35. Full-year fiscal 2026 guidance was raised, with revenue now expected at $14.0–$14.3 billion, non-GAAP operating margin at 6.85%–7.25%, and non-GAAP diluted EPS at $11.90–$12.20. Management highlighted continued customer demand, contributions from the ZT Systems acquisition, and ongoing integration and vertical integration initiatives.

Positive

  • Net sales growth and margin expansion: Q3 fiscal 2026 revenue was $3.46 billion versus $2.04 billion a year earlier, with GAAP operating margin at 6.4% and non-GAAP operating margin at 8.0%.
  • Raised full-year 2026 guidance: Non-GAAP diluted EPS outlook increased to $11.90–$12.20 from $10.75–$11.35, and non-GAAP operating margin guidance rose to 6.85%–7.25% from 6.3%–6.6%.
  • Solid liquidity and cash generation: Ending cash and cash equivalents were $1.84 billion, with Q3 cash flow from operations of $124 million and free cash flow of about $24 million.

Negative

  • None.

Filing Explained

At June 27, 2026, Sanmina reported $1,844,942 thousand cash, $215,000 thousand short-term debt, and $1,957,310 thousand long-term debt.

Under Item 2.02, this Form 8-K reports Sanmina’s unaudited results for the fiscal quarter ended June 27, 2026; the event is quarter-end reporting, and that reporting period is complete.

For existing common holders, the structural consequence is an updated balance-sheet picture: at June 27, 2026, the company reported $1,844,942 thousand of cash and cash equivalents, $215,000 thousand of short-term debt, and $1,957,310 thousand of long-term debt.

The release presents GAAP and non-GAAP results; its stated non-GAAP approach excludes stock compensation, acquisition and integration expenses, amortization, restructuring, legal and other items.

The filing cautions that excluded charges remain required under GAAP, and some excluded expenses consume cash, so the GAAP results and the reconciliation remain necessary to assess the reported period fully.

For the nine months ended June 27, 2026, cash flow also shows $1,114,152 thousand paid for the acquisition and $2,200,000 thousand of long-term-debt proceeds; these are historical cash flows, not a newly announced funding commitment.

The cash, short-term-debt and long-term-debt line items are the specific balance-sheet items to track in the next reported period; this filing does not forecast them.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q3 2026 Revenue $3.46 billion Third quarter fiscal 2026 net sales
Q3 2026 GAAP diluted EPS $2.12 Net income attributable to common shareholders per diluted share in Q3 2026
Q3 2026 non-GAAP diluted EPS $3.31 Non-GAAP diluted EPS for the third quarter fiscal 2026
Q3 2026 cash flow from operations $124 million Cash provided by operating activities in the quarter
Q3 2026 free cash flow $24 million Free cash flow defined as operating cash flow minus net purchases of property and equipment
Ending cash and cash equivalents $1.84 billion Cash and cash equivalents as of June 27, 2026
FY 2026 revenue outlook (updated) $14.0–$14.3 billion Updated full-year fiscal 2026 revenue guidance
FY 2026 non-GAAP EPS outlook (updated) $11.90–$12.20 Updated full-year fiscal 2026 non-GAAP diluted EPS guidance
non-GAAP operating margin financial
"Non-GAAP operating margin: 8.0% for the third quarter fiscal 2026"
Non-GAAP operating margin is a way companies show how much profit they make from their main business activities, excluding certain expenses or income they consider unusual or non-recurring. It helps investors see how well the company is performing in its normal operations, without the effects of one-time costs or gains that might distort the picture.
free cash flow financial
"Free cash flow is defined as net cash provided by operating activity adjusted"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
contingent consideration financial
"includes a $13M fair value adjustment to contingent consideration"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
deferred income taxes financial
"Deferred income taxes of 8,579 were recorded in the period"
Deferred income taxes are accounting entries that record taxes a company will owe or reclaim in the future because the company's financial accounting and its tax returns recognize income or expenses at different times. They matter to investors because deferred taxes affect future cash flow and can change a company’s real profit picture—think of them as a postponed tax bill or credit that shifts when and how much cash actually leaves or enters the business.
safe harbor provisions regulatory
"constitute forward-looking statements within the meaning of the safe harbor provisions"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
Revenue $3.46 billion $3.46 billion vs $2.04 billion in the prior-year quarter
GAAP diluted EPS $2.12 $2.12 vs $1.26 in the prior-year quarter
Non-GAAP diluted EPS $3.31 $3.31 vs $1.53 in the prior-year quarter
Q4 2026 non-GAAP EPS outlook $3.05–$3.35 Guidance provided for the fourth quarter fiscal 2026
FY 2026 non-GAAP EPS outlook (updated) $11.90–$12.20 Updated from prior guidance of $10.75–$11.35
Guidance

Company issued Q4 2026 and raised full-year 2026 non-GAAP revenue, margin and EPS guidance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What were Sanmina (SANM) revenue and earnings for Q3 fiscal 2026?

Sanmina reported Q3 fiscal 2026 revenue of $3.46 billion and GAAP diluted EPS of $2.12. Non-GAAP diluted EPS was $3.31, reflecting excluded items such as stock-based compensation and ZT Systems acquisition-related costs.

How did Sanmina (SANM) margins perform in Q3 fiscal 2026?

In Q3 fiscal 2026, Sanmina posted a GAAP operating margin of 6.4% and a non-GAAP operating margin of 8.0%. The non-GAAP figure excludes items like stock-based compensation, acquisition and integration expenses, legal costs, and restructuring charges.

What guidance did Sanmina (SANM) give for Q4 fiscal 2026?

For Q4 fiscal 2026, Sanmina expects revenue of $3.3–$3.6 billion, non-GAAP operating margin of 7.5%–8.0%, and non-GAAP diluted EPS of $3.05–$3.35, reflecting continued demand and ongoing integration of ZT Systems.

How has Sanmina (SANM) updated its full-year fiscal 2026 outlook?

Sanmina raised its fiscal 2026 outlook to revenue of $14.0–$14.3 billion, non-GAAP operating margin of 6.85%–7.25%, and non-GAAP diluted EPS of $11.90–$12.20, up from prior EPS guidance of $10.75–$11.35.

What were Sanmina (SANM) cash flow and cash balances in Q3 fiscal 2026?

Sanmina generated cash flow from operations of $124 million and about $24 million in free cash flow in Q3 fiscal 2026. Cash and cash equivalents were $1.84 billion at quarter-end, supporting liquidity and ongoing investment plans.

How is the ZT Systems acquisition affecting Sanmina (SANM) results?

Sanmina cited ZT Systems as contributing to Q3 performance, with acquisition, integration and other expenses of $21.1 million and fair value adjustments to contingent consideration. Management noted progress on synergies and vertical integration tied to this acquisition.

What non-GAAP adjustments does Sanmina (SANM) make to its results?

Sanmina’s non-GAAP results exclude stock-based compensation, restructuring, acquisition and integration expenses, amortization, certain legal items and other infrequent charges, plus related tax effects, to focus on what management views as ongoing core operations.
0000897723false00008977232026-07-272026-07-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934

( July 27, 2026)
Date of Report (date of earliest event reported)

SANMINA CORPORATION
(Exact name of registrant as specified in its charter)
DE
0-21272
77-0228183
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2700 North First Street
San Jose,
CA
95134
(Address of principal executive offices, including zip code)
(408)964-3500
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock
SANM
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 27, 2026, Sanmina Corporation (the “Company”) issued the press release attached as Exhibit 99.1 announcing unaudited financial results for its fiscal quarter ended June 27, 2026.
The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, the information in this Item 2.02 shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No
Description
99.1
Press Release issued by Sanmina Corporation on July 27, 2026
104
Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                              SANMINA CORPORATION
  
 By:/s/ JONATHAN FAUST
  Jonathan Faust
  Executive Vice President and Chief Financial Officer
Date:July 27, 2026 

Exhibit 99.1

image_0a.jpg







FINANCIAL NEWS
Sanmina Reports Third Quarter Fiscal 2026 Financial Results
San Jose, CA – July 27, 2026. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the third quarter ended June 27, 2026 and outlook for its fourth fiscal quarter ending October 3, 2026.

Third Quarter Fiscal 2026 Financial Highlights
Revenue: $3.46 billion
GAAP operating margin: 6.4%
GAAP diluted EPS: $2.12
Non-GAAP(1) operating margin: 8.0%
Non-GAAP(1) diluted EPS: $3.31
Additional Highlights
Cash flow from operations: $124 million
Free cash flow(2): $24 million
Ending cash and cash equivalents: $1.84 billion
(1)See Schedule 1 below for information regarding the items excluded from and our use of non-GAAP financial measures. A reconciliation of the non-GAAP financial information contained in this release to their most directly comparable GAAP measures is included in the financial statements furnished with this release.
(2)Free cash flow is defined as net cash provided by operating activity adjusted for net purchases of property and equipment. See Condensed Consolidated Cash Flow Statement included in the financial statements furnished with this release.
“We delivered another great quarter. Revenue was at the high end of our outlook, while non-GAAP operating margin and non-GAAP diluted EPS exceeded our outlook,” stated Jure Sola, Chairman and CEO of Sanmina Corporation.
“During the quarter, we secured more customer orders in both core Sanmina and ZT Systems, expanded our capabilities, increased capacity and made progress in achieving additional synergies through vertical integration. We have established a strong foundation and continue to make strategic investments to support future growth. As momentum builds across our business, we see strong demand for fiscal 2027, with growth ramping throughout the year and into fiscal 2028.”
Fourth Quarter Fiscal 2026 Outlook
Revenue:$3.3 billion - $3.6 billion
Non-GAAP operating margin(3):
7.5% - 8.0%
Non-GAAP diluted EPS(3):
$3.05 - $3.35
    
Fiscal 2026 Outlook
PriorUpdated
Revenue:$13.7 billion - $14.3 billion$14.0 billion - $14.3 billion
Non-GAAP operating margin(3):
6.3% - 6.6%6.85% - 7.25%
Non-GAAP diluted EPS(3):
$10.75 - $11.35$11.90 - $12.20
(3)This is a forward-looking non-GAAP financial measure that cannot be reconciled to its equivalent GAAP financial measure without unreasonable effort.





Safe Harbor Statement
The statements above relating to anticipated demand during fiscal 2027 and into fiscal 2028, and our financial outlook for the fourth quarter fiscal 2026 and fiscal year 2026, constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including the risk that the integration of and expected benefits from the ZT Systems acquisition may not be realized or may take longer to realize than anticipated; adverse changes in the key markets we target, in particular the cloud and AI infrastructure sectors; the impact of recent or future changes in tariffs and trade policy, which may adversely affect our costs, supply chain, and customer demand; our reliance on a limited number of customers for a substantial portion of our sales; risks arising from our international operations and expansion into new geographic markets; geopolitical uncertainty, including relating to the conflict in the Middle East, and the other risk factors set forth in the Company's annual and quarterly reports filed with the Securities Exchange Commission.
The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.
Company Conference Call Information
Sanmina will hold a conference call to review its financial results for the third quarter and outlook for the fourth quarter of fiscal 2026 on Monday, July 27, 2026 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 800-836-8184 and international 646-357-8785. The conference call will also be webcast live over the Internet. You can log on to the live webcast at Q3'26 Earnings. Additional information in the form of a slide presentation is available on Sanmina’s website at www.sanmina.com. A replay of the conference call will be available for 48-hours. The access numbers are: domestic 888-660-6345 and international 646-517-4150, access code is 70899#.
About Sanmina
Sanmina Corporation, a Fortune 500 company, is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the industrial and energy, medical, defense and aerospace, automotive and transportation, communications networks, and cloud and AI infrastructure markets. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.
Sanmina Contact
Paige Melching
SVP, Investor Communications
408-964-3610



Sanmina Corporation
Condensed Consolidated Balance Sheets
(in thousands)
(GAAP)
(Unaudited)
June 27,
2026
September 27,
2025
ASSETS
Current assets:
Cash and cash equivalents$1,844,942$926,267
Accounts receivable, net1,986,6821,400,129
Contract assets522,364425,944
Inventories3,152,2471,988,462
Prepaid expenses and other current assets322,179 124,656 
Total current assets7,828,414 4,865,458 
Property, plant and equipment, net1,051,414682,354
Deferred income tax assets320,224171,218
Goodwill121,88930,386
Other assets417,793 108,757 
Total assets$9,739,734 $5,858,173 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$2,452,745$1,578,895
Accrued liabilities366,525179,605
Deferred revenue and customer advances1,149,752878,474
Accrued payroll and related benefits212,858167,541
Short-term debt, including current portion of long-term debt215,000 17,500 
Total current liabilities4,396,880 2,822,015 
Long-term liabilities:
Long-term debt1,957,310282,974
Other liabilities625,919 214,021 
Total long-term liabilities2,583,229 496,995 
Stockholders' equity2,759,625 2,539,163 
Total liabilities and stockholders' equity$9,739,734 $5,858,173 



Sanmina Corporation
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(GAAP)
(Unaudited)
Three Months EndedNine Months Ended
June 27,
2026
June 28,
2025
June 27,
2026
June 28,
2025
Net sales$3,464,016 $2,041,562 $10,666,980 $6,031,990 
Cost of sales3,100,711 1,860,512 9,707,522 5,506,790 
Gross profit363,305 181,050 959,458 525,200 
Operating expenses:
Selling, general and administrative109,331 69,542 337,766 216,700 
Research and development8,267 8,078 24,916 22,418 
Acquisition, integration and others21,075 7,080 137,022 7,080 
Amortization of intangibles1,831 — 4,883 — 
Restructuring1,576 473 3,040 2,899 
Total operating expenses142,080 85,173 507,627 249,097 
Operating income221,225 95,877 451,831 276,103 
Interest income9,800 4,200 26,291 11,319 
Interest expense(32,464)(4,981)(89,324)(14,961)
Other income (expense), net(6,809)(3,686)(4,326)(6,370)
Interest and other, net(29,473)(4,467)(67,359)(10,012)
Income before income taxes191,752 91,410 384,472 266,091 
Provision for income taxes66,444 18,522 109,594 51,804 
Net income before noncontrolling interest125,308 72,888 274,878 214,287 
     Less: Net income attributable to noncontrolling interest8,179 4,272 14,817 16,460 
Net income attributable to common shareholders$117,129$68,616$260,061$197,827
Net income attributable to common shareholders per share:
Basic$2.17 $1.28 $4.81 $3.66 
Diluted$2.12 $1.26 $4.71 $3.58 
Weighted-average shares used in computing per share amounts:
Basic53,861 53,614 54,118 54,074 
Diluted55,133 54,493 55,254 55,285 



Sanmina Corporation
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended
June 27,
2026
March 28,
2026
June 28,
2025
GAAP Operating income$221,225 $157,008 $95,877 
GAAP Operating margin6.4 %3.9 %4.7 %
Adjustments:
Stock compensation expense (1)24,817 24,066 16,081 
Amortization of intangible assets (2)2,431 2,332 — 
Acquisition, integration and others (3)21,075 72,584 7,080 
Legal (4)4,650 — — 
Restructuring and other1,576 794 (3,335)
Non-GAAP Operating income$275,774 $256,784 $115,703 
Non-GAAP Operating margin8.0 %6.0 %5.7 %
GAAP Net income attributable to common shareholders$117,129 $93,646 $68,616 
Adjustments:
Operating income adjustments (see above)54,549 99,776 19,826 
Adjustments for taxes (5)11,025 (19,497)(4,849)
Non-GAAP Net income attributable to common shareholders$182,703 $173,925 $83,593 
GAAP Net income attributable to common shareholders per share:
Basic$2.17 $1.72 $1.28 
Diluted$2.12 $1.70 $1.26 
Non-GAAP Net income attributable to common shareholders per share:
Basic$3.39 $3.20 $1.56 
Diluted$3.31 $3.16 $1.53 
Weighted-average shares used in computing per share amounts:
Basic53,861 54,331 53,614 
Diluted55,133 55,108 54,493 
(1)Stock compensation expense
Cost of sales$6,542 $5,535 $4,956 
Selling, general and administrative17,922 18,127 10,811 
Research and development353 404 314 
Total$24,817 $24,066 $16,081 
(2)Relates to amortization of intangible assets acquired from the ZT acquisition.
(3)
Q3'26 and Q2'26 results include a $13M and $59M fair value adjustment to contingent consideration, respectively, alongside certain employee compensation and professional services related to the ZT acquisition.
(4)Represents expense recorded in connection with the settlement in principle of a legal matter.
(5)Adjustments for taxes include the tax effects of the various adjustments we exclude from our non-GAAP measures, and adjustments related to deferred tax and discrete tax items.



Sanmina Corporation
Condensed Consolidated Cash Flow
(in thousands)
(GAAP)
(Unaudited)

Three Months EndedNine Months Ended
June 27,
2026
June 28,
2025
June 27,
2026
June 28,
2025
Net income before noncontrolling interest
$125,308 $72,888 $274,878 $214,287 
Depreciation and intangibles amortization
48,201 29,760 134,817 89,813 
Amortization of inventory fair value adjustment— — 49,000 — 
Deferred income taxes8,579 2,456 54,976 6,990 
Change in fair value of contingent consideration13,000 — 72,000 — 
Other, net
26,606 11,380 72,638 41,921 
Net change in net working capital
(97,203)84,298 43,668 68,567 
Cash provided by operating activities
124,491 200,782 701,977 421,578 
Purchases of investments
— (60)— (14,700)
Proceeds from sales of investments— — 8,710 49,309 
Net purchases of property, plant and equipment
(100,806)(32,604)(244,196)(80,172)
Cash paid for business acquisition, net of cash acquired and working capital settlement received242,781 — (1,114,152)— 
Cash provided by (used in) investing activities
141,975 (32,664)(1,349,638)(45,563)
Proceeds from long-term debt
— — 2,200,000 — 
Repayment of borrowings
— (4,375)(301,875)(13,125)
Repurchases of common stock— (13,491)(239,244)(113,944)
Payments for tax withholding on stock-based compensation(3,527)(892)(59,602)(38,547)
Debt issuance costs(638)— (29,341)— 
Cash provided by (used in) financing activities
(4,165)(18,758)1,569,938 (165,616)
Effect of exchange rate changes
(866)1,640 (1,278)1,461 
Net change in cash, cash equivalents and restricted cash equivalents
$261,435 $151,000 $920,999 $211,860 
Free cash flow:
Cash provided by operating activities
$124,491 $200,782 $701,977 $421,578 
Net purchases of property, plant and equipment
(100,806)(32,604)(244,196)(80,172)
$23,685 $168,178 $457,781 $341,406 



Schedule 1

The statements above and financial information provided in this earnings release include non-GAAP measures of operating income, operating margin, net income and earnings per share. Management excludes from these measures stock-based compensation, restructuring, acquisition and integration expenses, impairment charges, amortization charges and other unusual or infrequent items, as adjusted for taxes, as more fully described below.

Management excludes these items principally because such charges or benefits are not directly related to the Company’s ongoing core business operations. We use such non-GAAP measures in order to (1) make more meaningful period-to-period comparisons of the Company’s operations, both internally and externally, (2) guide management in assessing the performance of the business, internally allocating resources and making decisions in furtherance of Company’s strategic plan, (3) provide investors with a better understanding of how management plans and measures the business and (4) provide investors with a better understanding of our ongoing, core business. The material limitations to management’s approach include the fact that the charges, benefits and expenses excluded are nonetheless charges, benefits and expenses required to be recognized under GAAP and, in some cases, consume cash which reduces the Company’s liquidity. Management compensates for these limitations primarily by reviewing GAAP results to obtain a complete picture of the Company’s performance and by including a reconciliation of non-GAAP results to GAAP results in its earnings releases.

Additional information regarding the economic substance of each exclusion, management’s use of the resultant non-GAAP measures, the material limitations of management’s approach and management’s methods for compensating for such limitations is provided below.

Stock-based Compensation Expense, which consists of non-cash charges for the estimated fair value of equity awards granted to employees and directors, is excluded in order to permit more meaningful period-to-period comparisons of the Company’s results since the Company grants different amounts and value of equity awards each quarter. In addition, given the fact that competitors grant different amounts and types of equity awards and may use different valuation assumptions, excluding stock-based compensation permits more accurate comparisons of the Company’s core results with those of its competitors.

Restructuring, Acquisition, Integration and Other Expenses, which consist of employee severance, lease termination costs, exit costs, environmental investigation, remediation and related employee costs and other charges primarily related to closing and consolidating manufacturing facilities, and those associated with the acquisition, integration and other expenses of acquired businesses including fair value adjustments related to contingent consideration liability, are excluded because such charges (1) can be driven by the timing of acquisitions and exit activities which are difficult to predict, (2) are not directly related to ongoing business results and (3) generally do not reflect expected future operating expenses. In addition, given the fact that the Company’s competitors complete acquisitions and adopt restructuring plans at different times and in different amounts than the Company, excluding these charges or benefits permits more accurate comparisons of the Company’s core results with those of its competitors. Items excluded by the Company may be different from those excluded by the Company’s competitors and restructuring and integration expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Therefore, management also reviews GAAP results including these amounts.

Impairment Charges for Goodwill and Other Assets, which consist of non-cash charges, are excluded because such charges are non-recurring and do not reduce the Company’s liquidity. In addition, given the fact that the Company’s competitors may record impairment charges at different times, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors.

Amortization Charges, which consist of non-cash charges impacted by the timing and magnitude of acquisitions of businesses or assets, are also excluded because such charges do not reduce the Company’s liquidity. In addition, such charges can be driven by the timing of acquisitions, which is difficult to predict. Excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors because the Company’s competitors complete acquisitions at different times and for different amounts than the Company.

Other Unusual or Infrequent Items, such as charges or benefits associated with distressed customers, expenses, charges and recoveries relating to certain legal matters, and gains and losses on sales of



assets, are excluded because such items are typically non-recurring, difficult to predict or not directly related to the Company’s ongoing or core operations and are therefore not considered by management in assessing the current operating performance of the Company and forecasting earnings trends. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these items include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Management compensates for these limitations by reviewing GAAP results including these amounts.

Adjustments for Taxes, which consist of the tax effects of the various adjustments that we exclude from our non-GAAP measures and adjustments related to deferred tax and discrete tax items. Including these adjustments permits more accurate comparisons of the Company's core results with those of its competitors. We determine the tax adjustments based upon the various applicable effective tax rates. In those jurisdictions in which we do not expect to realize a tax cost or benefit (due to a history of operating losses or other factors), a reduced tax rate is applied.

Filing Exhibits & Attachments

5 documents