8-K
SANMINA CORP (SANM)
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
(August 1, 2022)
Date of Report (Date of earliest event reported)
SANMINA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-21272 | 77-0228183 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification |
| No.) |
2700 North First Street
San Jose, California 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨
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 |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 1, 2022, Sanmina Corporation (the “Company”) issued the press release attached as Exhibit 99.1 announcing unaudited financial results for its fiscal quarter ended July 2, 2022.
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 |
| --- | --- |
| Exhibit 99.1 | Press Release issued by Sanmina Corporation on August 1, 2022 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SANMINA CORPORATION | ||
|---|---|---|
| By: | /s/ Kurt Adzema; | |
| Kurt Adzema | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: August 1, 2022 |
3
Exhibit 99.1
FINANCIAL NEWS
Sanmina’s Third Quarter Fiscal 2022 Financial Results
San Jose, CA – August 1, 2022. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the fiscal third quarter ended July 2, 2022 and outlook for its fiscal fourth quarter ending October 1, 2022.
Third Quarter Fiscal 2022 Financial Highlights
| § | Revenue:<br>$2.02 billion |
|---|---|
| § | GAAP<br>operating margin: 4.7% |
| --- | --- |
| § | GAAP<br>diluted EPS: $1.29 |
| --- | --- |
| § | Non-GAAP^(1)^operating<br>margin: 5.5% |
| --- | --- |
| § | Non-GAAP<br>diluted EPS: $1.30 |
| --- | --- |
Additional Third Quarter Highlights
| § | Cash<br>flow from operations: $102 million |
|---|---|
| § | Free<br>cash flow: $65 million |
| --- | --- |
| § | Share<br>repurchases: 3.1 million for approximately $124 million |
| --- | --- |
| § | Ending<br>cash and cash equivalents: $493 million |
| --- | --- |
| § | Non-GAAP<br>pre-tax ROIC: 31.6% |
| --- | --- |
| ^(1)^ | Non-GAAP financial measures exclude charges or gains relating to: stock-based<br>compensation expenses; restructuring costs (including employee severance costs, environmental investigation, remediation and related costs<br>and other charges related to excess facilities and assets); acquisition and integration costs (consisting of costs associated with the<br>acquisition and integration of acquired businesses into our operations); impairment charges for goodwill and other assets; amortization<br>expense; and other unusual or infrequent items (e.g. charges or benefits associated with distressed customers, expenses, charges and recoveries<br>relating to certain legal matters, gains and losses on sales of assets, deferred tax adjustments and discrete tax items). See Schedule<br>1 below for more information regarding our use of non-GAAP financial measures, including the economic substance behind each exclusion,<br>the manner in which management uses non-GAAP measures to conduct and evaluate the business, the material limitations associated with using<br>such measures and the manner in which management compensates for such limitations. A reconciliation of the non-GAAP financial information<br>contained in this release to their most directly comparable GAAP measures is included in the financial statements furnished with this<br>release. |
| --- | --- |
“I am pleased with our strong results for the third fiscal quarter. Revenue was up 5.6 percent sequentially and non-GAAP earnings per share increased 14.4 percent. Revenue exceeded our outlook driven by strong demand from all our end-markets coupled with the excellent job our team did to secure supply. Solid execution, favorable mix and operating leverage contributed to our strong non-GAAP operating margin of 5.5 percent for the quarter,” stated Jure Sola, Chairman and Chief Executive Officer. “I am pleased with our continued operational and financial execution which further strengthens our value proposition to our customers and shareholders.”
“As we look to our fourth quarter we continue to see strong demand from our customers. Based on our fourth quarter outlook, we expect fiscal year 2022 revenue growth of approximately 14 percent,” concluded Sola.
Fourth Quarter Fiscal 2022 Outlook
The following outlook is for the fiscal fourth quarter ending October 1, 2022. These statements are forward-looking and actual results may differ materially.
| § | Revenue<br> between $1.95 billion to $2.05 billion |
|---|---|
| § | GAAP<br> diluted earnings per share between $1.09 to $1.19 |
| --- | --- |
| § | Non-GAAP<br> diluted earnings per share between $1.27 to $1.37 |
| --- | --- |
The statements above concerning our financial outlook for the fourth quarter and expectations for fiscal year 2022 revenue growth 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, most notably ongoing supply chain constraints, including those resulting from the continuing impacts of the COVID-19 pandemic, and geopolitical uncertainty, including from the conflict in Ukraine. Other factors that could cause our results to differ from our outlook include adverse changes to the key markets we target; significant uncertainties that can cause our future sales and net income to be variable; reliance on a small number of customers for a substantial portion of our sales; risks arising from our international operations; and the other factors set forth in the Company's annual and quarterly reports filed with the Securities Exchange Commission (“SEC”).
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 fiscal third quarter and outlook for the fiscal fourth quarter on Monday, August 1, 2022 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 866-652-5200 and international 412-317-6060, access code is 10169686. The conference will also be webcast live over the Internet. You can log on to the live webcast at Q3'22 Webcast Link. 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 877-344-7529 and international 412-317-0088, access code is 6828630*.*
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 communications networks, cloud solutions, industrial, defense, medical and automotive 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)
| July 2, | October 2, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| (Unaudited) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 493,305 | $ | 650,026 | ||||||||
| Accounts receivable, net | 1,228,435 | 1,192,434 | ||||||||||
| Contract assets | 459,306 | 348,741 | ||||||||||
| Inventories | 1,591,111 | 1,036,511 | ||||||||||
| Prepaid expenses and other current assets | 63,827 | 53,952 | ||||||||||
| Total current assets | 3,835,984 | 3,281,664 | ||||||||||
| Property, plant and equipment, net | 545,673 | 532,985 | ||||||||||
| Deferred tax assets | 212,407 | 235,117 | ||||||||||
| Other | 149,608 | 156,953 | ||||||||||
| Total assets | $ | 4,743,672 | $ | 4,206,719 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 1,976,533 | $ | 1,464,693 | ||||||||
| Accrued liabilities | 303,076 | 161,896 | ||||||||||
| Accrued payroll and related benefits | 133,319 | 117,648 | ||||||||||
| Short-term debt, including current portion of long-term debt | 18,750 | 18,750 | ||||||||||
| Total current liabilities | 2,431,678 | 1,762,987 | ||||||||||
| Long-term liabilities: | ||||||||||||
| Long-term debt | 298,345 | 311,572 | ||||||||||
| Other | 209,716 | 253,532 | ||||||||||
| Total long-term liabilities | 508,061 | 565,104 | ||||||||||
| Stockholders' equity | 1,803,933 | 1,878,628 | ||||||||||
| Total liabilities and stockholders' equity | $ | 4,743,672 | $ | 4,206,719 | ||||||||
| Sanmina Corporation | ||||||||||||
| --- | ||||||||||||
| Condensed Consolidated Statements of Income | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||
| (GAAP) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| July 2, | July 3, | July 2, | July 3, | |||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net sales | $ | 2,019,059 | $ | 1,657,741 | $ | 5,687,914 | $ | 5,112,667 | ||||
| Cost of sales | 1,853,870 | 1,521,151 | 5,225,789 | 4,691,744 | ||||||||
| Gross profit | 165,189 | 136,590 | 462,125 | 420,923 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 61,506 | 57,438 | 184,798 | 177,547 | ||||||||
| Research and development | 5,071 | 5,269 | 15,320 | 15,427 | ||||||||
| Gain on sale of assets | - | - | (4,610 | ) | - | |||||||
| Restructuring and other costs | 3,994 | (382 | ) | 8,340 | 13,402 | |||||||
| Total operating expenses | 70,571 | 62,325 | 203,848 | 206,376 | ||||||||
| Operating income | 94,618 | 74,265 | 258,277 | 214,547 | ||||||||
| Interest income | 540 | 217 | 1,198 | 691 | ||||||||
| Interest expense | (5,615 | ) | (4,823 | ) | (15,362 | ) | (14,657 | ) | ||||
| Other income (expense), net | (7,774 | ) | 29,258 | (7,110 | ) | 37,268 | ||||||
| Interest and other, net | (12,849 | ) | 24,652 | (21,274 | ) | 23,302 | ||||||
| Income before income taxes | 81,769 | 98,917 | 237,003 | 237,849 | ||||||||
| Provision for (benefit from) income taxes | 2,226 | (18,458 | ) | 45,606 | 25,416 | |||||||
| Net income | $ | 79,543 | $ | 117,375 | $ | 191,397 | $ | 212,433 | ||||
| Basic income per share | $ | 1.33 | $ | 1.79 | $ | 3.07 | $ | 3.25 | ||||
| Diluted income per share | $ | 1.29 | $ | 1.74 | $ | 2.98 | $ | 3.17 | ||||
| Weighted-average shares used in computing per share amounts: | ||||||||||||
| Basic | 59,970 | 65,427 | 62,404 | 65,306 | ||||||||
| Diluted | 61,702 | 67,352 | 64,292 | 67,055 | ||||||||
| Sanmina Corporation | ||||||||||||
| --- | ||||||||||||
| Reconciliation of GAAP to Non-GAAP Measures | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| July 2, | April 2, | July 3, | ||||||||||
| 2022 | 2022 | 2021 | ||||||||||
| GAAP Operating Income | $ | 94,618 | $ | 82,226 | $ | 74,265 | ||||||
| GAAP operating margin | 4.7 | % | 4.3 | % | 4.5 | % | ||||||
| Adjustments: | ||||||||||||
| Stock compensation expense (1) | 10,683 | 9,330 | 8,715 | |||||||||
| Amortization of intangible assets | 251 | 263 | 284 | |||||||||
| Distressed customer charges (2) | - | - | (428 | ) | ||||||||
| Legal and other (3) | 500 | - | - | |||||||||
| Restructuring costs | 3,994 | 2,932 | (382 | ) | ||||||||
| Transaction costs | 200 | 500 | - | |||||||||
| Non-GAAP Operating Income | $ | 110,246 | $ | 95,251 | $ | 82,454 | ||||||
| Non-GAAP operating margin | 5.5 | % | 5.0 | % | 5.0 | % | ||||||
| GAAP Net Income | $ | 79,543 | $ | 53,220 | $ | 117,375 | ||||||
| Adjustments: | ||||||||||||
| Operating income adjustments (see above) | 15,628 | 13,025 | 8,189 | |||||||||
| Gain on liquidation of foreign entity | - | - | (8,493 | ) | ||||||||
| Gain on sale of intellectual property | - | - | (15,000 | ) | ||||||||
| Legal and other (3) | - | (110 | ) | (3,440 | ) | |||||||
| Adjustments for taxes (4) | (14,818 | ) | 7,036 | (32,056 | ) | |||||||
| Non-GAAP Net Income | $ | 80,353 | $ | 73,171 | $ | 66,575 | ||||||
| GAAP Net Income Per Share: | ||||||||||||
| Basic | $ | 1.33 | $ | 0.85 | $ | 1.79 | ||||||
| Diluted | $ | 1.29 | $ | 0.83 | $ | 1.74 | ||||||
| Non-GAAP Net Income Per Share: | ||||||||||||
| Basic | $ | 1.34 | $ | 1.16 | $ | 1.02 | ||||||
| Diluted | $ | 1.30 | $ | 1.14 | $ | 0.99 | ||||||
| Weighted-average shares used in computing per share amounts: | ||||||||||||
| Basic | 59,970 | 62,845 | 65,427 | |||||||||
| Diluted | 61,702 | 64,271 | 67,352 | |||||||||
| (1) | Stock compensation expense was as follows: | |||||||||||
| Cost of sales | $ | 3,724 | $ | 2,948 | $ | 3,712 | ||||||
| Selling, general and administrative | 6,819 | 6,276 | 4,913 | |||||||||
| Research and development | 140 | 106 | 90 | |||||||||
| Total | $ | 10,683 | $ | 9,330 | $ | 8,715 | ||||||
| (2) | Relates to accounts receivable and inventory write-downs (recoveries) associated with distressed customers. | |||||||||||
| (3) | Represents expenses, charges and recoveries associated with certain legal matters. | |||||||||||
| (4) | GAAP provision for income taxes | $ | 2,226 | $ | 23,077 | $ | (18,458 | ) | ||||
| Adjustments: | ||||||||||||
| Tax impact of operating income adjustments | 534 | 346 | 452 | |||||||||
| Discrete tax items | 18,394 | (3,526 | ) | 37,583 | ||||||||
| Deferred tax adjustments | (4,110 | ) | (3,856 | ) | (5,979 | ) | ||||||
| Subtotal - adjustments for taxes | 14,818 | (7,036 | ) | 32,056 | ||||||||
| Non-GAAP provision for income taxes | $ | 17,044 | $ | 16,041 | $ | 13,598 | ||||||
| Q4 FY22 Earnings Per Share Outlook*: | Q4<br> FY22 EPS Range | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Low | High | |||||||||||
| GAAP diluted<br> earnings per share | $ | 1.09 | $ | 1.19 | ||||||||
| Stock<br> compensation expense | $ | 0.18 | $ | 0.18 | ||||||||
| Non-GAAP<br> diluted earnings per share | $ | 1.27 | $ | 1.37 |
* Due to uncertainty regarding the timing of recognition of restructuring charges, impairment charges and other unusual or infrequent items, if any, that could be incurred during the fourth quarter of FY22, an estimate of such items is not included in the outlook for Q4 FY22 GAAP EPS.
Sanmina Corporation
Condensed Consolidated Cash Flow
(In thousands)
(Unaudited)
| Three Month Periods | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3'22 | Q2'22 | Q1'22 | Q4'21 | Q3'21 | |||||||||||
| GAAP Net Income | $ | 79,543 | $ | 53,220 | $ | 58,634 | $ | 56,565 | $ | 117,375 | |||||
| Depreciation and amortization | 27,065 | 27,567 | 27,465 | 27,452 | 27,373 | ||||||||||
| Other, net | 18,739 | 15,429 | 12,101 | 9,673 | 3,339 | ||||||||||
| Net change in net working capital | (23,664 | ) | (17,243 | ) | (29,900 | ) | (1,969 | ) | (44,366 | ) | |||||
| Cash provided by operating activities | 101,683 | 78,973 | 68,300 | 91,721 | 103,721 | ||||||||||
| Purchases of long-term investments | (700 | ) | (1,000 | ) | - | (1,000 | ) | (1,705 | ) | ||||||
| Net purchases of property & equipment | (37,434 | ) | (27,263 | ) | (17,362 | ) | (29,490 | ) | (17,182 | ) | |||||
| Proceeds from sale of intellectual property | - | - | - | - | 5,000 | ||||||||||
| Cash paid for businesses acquired | - | - | - | - | (21,408 | ) | |||||||||
| Cash used in investing activities | (38,134 | ) | (28,263 | ) | (17,362 | ) | (30,490 | ) | (35,295 | ) | |||||
| Net share repurchases | (124,365 | ) | (113,146 | ) | (67,773 | ) | (32,394 | ) | (15,698 | ) | |||||
| Net borrowing activities | (4,688 | ) | (4,688 | ) | (4,688 | ) | (4,688 | ) | (4,688 | ) | |||||
| Proceeds from other notes receivable | 500 | - | - | 2,500 | - | ||||||||||
| Cash used in financing activities | (128,553 | ) | (117,834 | ) | (72,461 | ) | (34,582 | ) | (20,386 | ) | |||||
| Effect of exchange rate changes | (1,584 | ) | (700 | ) | (786 | ) | (467 | ) | 628 | ||||||
| Net change in cash & cash equivalents | $ | (66,588 | ) | $ | (67,824 | ) | $ | (22,309 | ) | $ | 26,182 | $ | 48,668 | ||
| Free cash flow: | |||||||||||||||
| Cash provided by operating activities | $ | 101,683 | $ | 78,973 | $ | 68,300 | $ | 91,721 | $ | 103,721 | |||||
| Net purchases of property & equipment | (37,434 | ) | (27,263 | ) | (17,362 | ) | (29,490 | ) | (17,182 | ) | |||||
| Proceeds from sale of intellectual property | 500 | - | - | 2,500 | 5,000 | ||||||||||
| $ | 64,749 | $ | 51,710 | $ | 50,938 | $ | 64,731 | $ | 91,539 |
Sanmina Corporation
Pre-Tax Return on Invested Capital (ROIC)
(In thousands)
(Unaudited)
| Three Month Periods | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3 FY22 | Q2 FY22 | Q1 FY22 | Q4 FY21 | Q3 FY21 | ||||||||||||
| Pre-tax Return on Invested Capital (ROIC) | ||||||||||||||||
| GAAP operating income | $ | 94,618 | $ | 82,226 | $ | 81,433 | $ | 66,753 | $ | 74,265 | ||||||
| x | 4.0 | 4.0 | 4.0 | 4.0 | 4.0 | |||||||||||
| Annualized GAAP operating income | 378,472 | 328,904 | 325,732 | 267,012 | 297,060 | |||||||||||
| Average invested capital (1) | ÷ | 1,397,241 | 1,365,669 | 1,337,989 | 1,316,373 | 1,274,041 | ||||||||||
| GAAP pre-tax ROIC | 27.1 | % | 24.1 | % | 24.3 | % | 20.3 | % | 23.3 | % | ||||||
| Non-GAAP operating income | $ | 110,246 | $ | 95,251 | $ | 88,364 | $ | 78,341 | $ | 82,454 | ||||||
| x | 4.0 | 4.0 | 4.0 | 4.0 | 4.0 | |||||||||||
| Annualized non-GAAP operating income | 440,984 | 381,004 | 353,456 | 313,364 | 329,816 | |||||||||||
| Average invested capital (1) | ÷ | 1,397,241 | 1,365,669 | 1,337,989 | 1,316,373 | 1,274,041 | ||||||||||
| Non-GAAP pre-tax ROIC | 31.6 | % | 27.9 | % | 26.4 | % | 23.8 | % | 25.9 | % |
(1) Invested capital is defined as total assets (not including cash and cash equivalents and deferred tax assets) less total liabilities (excluding short-term and long-term debt).
Schedule 1
The statements above and financial information provided in this earnings release include non-GAAP measures of operating income, operating margin, net income, diluted earnings per share and pre-tax return on invested capital (ROIC). 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 and Integration Expenses, which consist of severance, lease termination costs, exit costs, environmental investigation, remediation and related costs and other charges primarily related to closing and consolidating manufacturing facilities and those associated with the acquisition and integration of acquired businesses, 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, 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 Unusualor Infrequent Items, such as charges or benefits associated with distressed customers, expenses, charges and recoveries relating to certain legal matters, gains and losses on sales of assets, deferred tax adjustments and discrete tax items, 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.