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The risks that we face in connection with these collaborations include the following: • disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators; • disagreements with collaborators could delay or terminate the research, development or commercialization of products, or result in litigation or arbitration; • we may have difficulty enforcing the contracts if one of our collaborators fails to perform; • our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or adversely affect the perception of us in the business or financial communities; • collaborators have considerable discretion in electing whether to pursue the development of any additional drugs and may pursue technologies or products either on their own or in collaboration with our competitors that are similar to or competitive with our technologies or products that are the subject of the collaboration with us; and • our collaborators may change the focus of their development and commercialization efforts. |
Product Description Therapeutic Use Development Status IMO IMOxine - 2nd generation IMO (HYB2055) Cancer phase 1 Amplivax1 - 2nd generation IMO (HYB2055) being used as an adjuvant in combination with REMUNE®, an immune-based HIV therapeutic vaccine, in the development of a vaccine candidate HIV preclinical lead candidate Antisense GEM231 - 2nd generation antisense drug candidate targeted to PKA Cancer phase 1/2 GEM92 - 2nd generation antisense drug candidate targeted to a specific region of HIV-1 HIV phase 1 MBI 11212 - 2nd generation antisense drug candidate targeted to human papillomavirus, an infectious disease Human Papillomavirus phase 1 GEM640 (AEG35156)3 - 2nd generation antisense drug candidate targeted to the XIAP gene, a gene which has been implicated in the resistance of cancer cells to chemotherapy Cancer preclinical lead candidate GEM220 - 2nd generation antisense drug candidate targeted to VEGF, a growth factor that contributes to the growth of new blood vessels Cancer preclinical lead candidate GEM240 - 2nd generation antisense compound targeted to Mdm2, a protein found in increased levels in many human cancers Cancer preclinical lead candidate 1. |
The risks that we face in connection with these collaborations include the following: • disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators; • disagreements with collaborators could delay or terminate the research, development or commercialization of products, or result in litigation or arbitration; • we may have difficulty enforcing the contracts if one of our collaborators fails to perform; • our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or adversely affect the perception of us in the business or financial communities; • collaborators have considerable discretion in electing whether to pursue the development of any additional drugs and may pursue technologies or products either on their own or in collaboration with our competitors that are similar to or competitive with our technologies or products that are the subject of the collaboration with us; and • our collaborators may change the focus of their development and commercialization efforts. |
Other license agreements under which we are the licensee include: • an exclusive license agreement with McGill University covering patent applications relating to synthetic DNA and DNA Methyltransferase, • an exclusive license agreement with Massachusetts General Hospital covering patents and patent applications jointly owned by us and Massachusetts General Hospital directed to compositions and use of antisense applied to Alzheimer’s disease, • an exclusive license agreement with Louisiana State University covering patents and patent applications jointly owned by us and Louisiana State University relating to MDM2, • a non-exclusive license agreement with Genzyme Corporation covering patents and patent applications relating to MDM2, • a non-exclusive license agreement with Integrated DNA Technologies, Inc., covering patents and patent applications that broadly claim chemical modifications to synthetic DNA, and • an exclusive license agreement with Dr. Yoon S. Cho-Chung covering patents and patent applications relating to Protein Kinase A. |
Reliance on collaborative relationships poses a number of risks, including the following: • we cannot effectively control whether our collaborators will devote sufficient resources to our programs or products; • disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators; • disagreements with collaborators could delay or terminate the research, development or commercialization of products, or result in litigation or arbitration; • we may have difficulty enforcing the contracts if one of these collaborators fails to perform; • our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or adversely affect the perception of us in the business or financial communities; • collaborators have considerable discretion in electing whether to pursue the development of any additional drugs and may pursue technologies or products either on their own or in collaboration with our competitors; and • collaborators with marketing rights may choose to devote fewer resources to the marketing of our products than they do to products that they develop. |
Other license agreements under which we are the licensee include: • an exclusive license agreement with McGill University covering patent applications relating to synthetic DNA and DNA Methyltransferase, • an exclusive license agreement with Massachusetts General Hospital covering patents and patent applications jointly owned by us and Massachusetts General Hospital directed to compositions and use of antisense applied to Alzheimer’s disease, • an exclusive license agreement with Louisiana State University covering patents and patent applications jointly owned by us and Louisiana State University relating to MDM2, • a non-exclusive license agreement with Genzyme Corporation covering patents and patent applications relating to MDM2, • a non-exclusive license agreement with Integrated DNA Technologies, Inc., covering patents and patent applications that broadly claim chemical modifications to synthetic DNA, and • an exclusive license agreement with Dr. Yoon S. Cho-Chung covering patents and patent applications relating to protein kinase A. |
Reliance on collaborative relationships poses a number of risks, including the following: • we cannot effectively control whether our collaborators will devote sufficient resources to our programs or products; • disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators; • disagreements with collaborators could delay or terminate the research, development or commercialization of products, or result in litigation or arbitration; • contracts with our collaborators may fail to provide sufficient protection; • we may have difficulty enforcing the contracts if one of these collaborators fails to perform; • our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or adversely affect the perception of us in the business or financial communities; • collaborators have considerable discretion in electing whether to pursue the development of any additional drugs and may pursue technologies or products either on their own or in collaboration with our competitors; and • collaborators with marketing rights may choose to devote fewer resources to the marketing of our products than they do to products that they develop. |
Cash and cash equivalents at December 31, 1998 and 1999 consist of the following (at amortized cost, which approximates fair market value): 1998 1999 Cash and cash equivalents- Cash and money market funds $ 3,865,365 $ 505,794 Corporate bond 1,742,517 2,045,877 ----------- ----------- Total cash and cash equivalents $ 5,607,882 $ 2,551,671 =========== =========== (d) Depreciation and Amortization Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the related assets as follows: Estimated Useful Asset Classification Life Leasehold improvements Life of lease Laboratory equipment and other 3-5 years HYBRIDON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (CONTINUED) (e) Accrued Expenses At December 31, 1998 and 1999, accrued expenses consist of the following: 1998 1999 Restructuring (Note 3) $ 469,485 $ - Interest 29,385 25,496 Payroll and related costs 1,151,742 753,834 Outside research and clinical costs 797,593 452,633 Professional fees 149,957 165,000 Contingent stock (Notes 5(a) and 10(b)) 1,000,000 - Other 470,517 1,109,025 ----------- ----------- $ 4,068,679 $ 2,505,988 =========== =========== (f) Reclassifications Certain amounts in the prior periods consolidated financial statements have been reclassified to conform with the current periods presentation. |
HYBRIDON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (CONTINUED) The federal net operating loss carryforwards and tax credit carryforwards expire approximately as follows: Net Operating Loss Tax Credit Expiration Date Carryforwards Carryforwards December 31, 2005 $ 666,000 $ 15,000 2006 3,040,000 88,000 2007 7,897,000 278,000 2008 18,300,000 627,000 2009 25,670,000 689,000 2010 36,134,000 496,000 2011 44,947,000 493,000 2012 60,087,000 750,000 2018 21,366,000 500,000 2019 10,637,000 250,000 ---------------- --------------- $ 228,744,000 $ 4,186,000 ================ =============== As of December 31, 1998 and 1999, the components of the deferred tax assets are approximately as follows: 1998 1999 Operating loss carryforwards $ 87,243,000 $ 91,498,000 Temporary differences 3,461,000 3,378,000 Tax credit carryforwards 3,936,000 4,186,000 ------------ ------------ 94,640,000 99,062,000 Valuation allowance (94,640,000) (99,062,000) ------------ ------------ $ - $ - ============ ============ A valuation allowance has been provided, as it is more likely than not the Company will not realize the deferred tax asset. |
For Against Abstain Broker Non-Votes --- ------- ------- ---------------- 14,652,634 77,698 13,563 0 EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE COMPANY The executive officers and significant employees of the Company and their ages as of March 13, 1998 are as follows: NAME AGE POSITION ---- --- -------- Executive Officers E. Andrews Grinstead, III...... 52 Chairman of Board of Directors, President and Chief Executive Officer Sudhir Agrawal, D. Phil........ 44 Senior Vice President of Discovery, Chief Scientific Officer and Director Significant Employees Robert G. Andersen............. 47 Vice President of Operations and Planning and Treasurer Jose E. Gonzalez, Ph.D......... 51 Vice President of Manufacturing and General Manager, Hybridon Specialty Products Division Philippe Guinot, M.D., Ph.D.... 48 Vice President of Drug Development and General Manager, Hybridon Europe NAME AGE POSITION ---- --- -------- R. Russell Martin, M.D......... 62 Vice President of Drug Development Jin-Yan Tang, Ph.D............. 52 Vice President of Production Mark C. Wiggins................ 42 Vice President of Business Development and Marketing Mr. Grinstead joined the Company in June 1991 and was appointed Chairman of the Board and Chief Executive Officer in August 1991 and President in January 1993. |
The Series B Convertible Preferred Stock, if issued, and warrants are convertible into, and exercisable for, Common Stock at a conversion or exercise price equal to the lowest of (i) 80% of the average closing bid price of the Company's Common Stock for the 30 consecutive trading days immediately preceding any closing in the 1998 Unit Financing or (ii) 80% of the average closing bid price of the Company's Common Stock for the five consecutive trading dates immediately preceding any closing in the 1998 Unit Financing; provided, however, that if on the termination date of the 1998 Unit Financing the Company has not received least $20,000,000 in net proceeds from the 1998 Unit Financing or the holders of less than $40,000,000 in principal amount of the 1997 9% Notes accept the Exchange Offer, holders of Units will be entitled to receive additional warrants to purchase, at an exercise price of $0.001 per share, a number of shares of Common Stock equal to 100% of the Common Stock then issuable upon conversion of the Series B Convertible Preferred Stock then issuable upon conversion of the 1998 Unit Notes purchased by such investors, in which case the 1998 Unit Notes will not be convertible into equity securities. |
On March 30, 1998, the Company amended its Exchange Offer to provide that the terms of the Series A Convertible Preferred Stock and warrants issuable in the Exchange Offer would be revised as described below if the following conditions (the "Equity Conditions") had been met no later than the date the Company accepts for exchange in the Exchange Offer at least $40 million principal amount of 1997 9% Notes: (i) the Company consummates an offering, the size of which is acceptable to the Designated Director, of units consisting of Common Stock priced (the "Common Stock Offering Price") at the greater of $2.00 and 85% of the Market Price (as defined below) of the Common Stock and warrants to purchase a number of shares of Common Stock equal to 25% of such Common Stock sold at an exercise price equal to 120% of the Common Stock Offering Price (the "120% Exercise Price"); (ii) the Company consummates an offering, with gross proceeds of at least $10 million, of Units consisting of shares of preferred stock having the same terms as the preferred stock issuable in the amended Exchange Offer, and warrants with the same 25% coverage as the warrants issuable in the amended Exchange Offer, as described in the following paragraph, but at the 120% Exercise Price (which shares are expected to be sold at a 30% discount from stated value); and (iii) all 1998 Note Units previously sold and accrued interest thereon are exchanged for Common Stock and warrants to purchase a number of shares of Common Stock equal to 30% of the Common Stock issued in such 1998 Note Unit exchange, such Common Stock and Warrants to be valued, and to have the terms, described in clause (i) above. |
Signature Title Date --------- ----- ---- /s/ E. Andrews Grinstead, III Chairman of the Board, March 30, 1998 - ----------------------------- President and Chief Executive E. Andrews Grinstead, III Officer and Director (Principal Executive Officer) /s/ Robert G. Andersen Treasurer (Principal Financial March 30, 1998 - ----------------------------- and Accounting Officer) Robert G. Andersen /s/ Sudhir Agrawal Director March 30, 1998 - ----------------------------- Sudhir Agrawal /s/ Mohamed El-Khereiji Director March 30, 1998 - ----------------------------- Mohamed El-Khereiji /s/ Youssef El-Zein Director March 30, 1998 - ----------------------------- Youssef El-Zein /s/ Nasser Menhall Director March 30, 1998 - ----------------------------- Nasser Menhall /s/ James B. Wyngaarden Director March 28, 1998 - ----------------------------- James B. Wyngaarden /s/ Paul C. Zamecnik Director March 30, 1998 - ----------------------------- Paul C. Zamecnik Appendix A INDEX PAGE Report of Independent Public Accountants Consolidated Balance Sheets as of December 31, 1996 and 1997 Consolidated Statements of Operations for each of the three years in the period ended December 31, 1997, and for the period from inception (May 25, 1989) to December 31, 1997 Consolidated Statements of Stockholders' Equity (Deficit) for the period from inception (May 25, 1989) to December 31, 1997 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1997, and for the period from inception (May 25, 1989) to December 31, 1997 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Hybridon, Inc.: We have audited the accompanying consolidated balance sheets of Hybridon, Inc. (a Delaware corporation in the development stage) and subsidiaries as of December 31, 1996 and 1997, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 1997 and for the period from inception (May 25, 1989) to December 31, 1997. |
The Series B Convertible Preferred Stock, if issued, and warrants are convertible into, and exercisable for, common stock at a conversion or exercise price equal to the lowest of (i) 80% of the average closing bid price of the Company's common stock for the 30 consecutive trading days immediately preceding any closing in the 1998 Unit Financing or (ii) 80% of the average closing bid price of the Company's common stock for the five consecutive trading dates immediately preceding any closing in the 1998 Unit Financing; provided, however, that if on the termination date of the 1998 Unit Financing the Company has not received at least $20,000,000 in net proceeds from the 1998 Unit Financing or the holders of less than $40,000,000 in principal amount of the 9% Notes accept the Exchange Offer, holders of Units will be entitled to receive additional warrants to purchase, at an exercise price of $0.001 per share, a number of shares of common stock equal to 100% of the common stock then issuable upon conversion of the Series B Convertible Preferred Stock then issuable upon conversion of the 1998 Unit Notes purchased by such investors, in which case the 1998 Unit Notes will not be convertible into equity securities. |
On March 30, 1998, the Company amended its Exchange Offer to provide that the terms of the Series A Convertible Preferred Stock and warrants issuable in the Exchange Offer would be revised as described below if the following conditions (the Equity Conditions) had been met no later than the date the Company accepts for exchange in the Exchange Offer at least $40 million principal amount of the 9% Notes: (i) the Company consummates an offering, the size of which is acceptable to the Designated Director, of units consisting of common stock priced (the Common Stock Offering Price) at the greater of $2.00 and 85% of the Market Price (as defined below) of the common stock and warrants to purchase a number of shares of common stock equal to 25% of such Common Stock sold at an exercise price equal to 120% of the Common Stock Offering Price (the 120% Exercise Price); (ii) the Company consummates an offering, with gross proceeds of at least $10 million, of Units consisting of shares of preferred stock having the same terms as the preferred stock issuable in the amended Exchange Offer, and warrants with the same 25% coverage as the warrants issuable in the amended Exchange Offer, as described in the following paragraph, but at the 120% Exercise Price (which shares are expected to be sold at a 30% discount from stated value); and (iii) all 1998 Note Units previously sold and accrued interest thereon are exchanged for common stock and warrants to purchase a number of shares of common stock equal to 30% of the common stock issued in such 1998 Note Unit exchange, such common stock and warrants to be valued, and to have the terms, described in clause (i) above. |
Cash and cash equivalents, short-term investments and restricted cash at December 31, 1996 and 1997 consisted of the following (at amortized cost, which approximates fair market value): DECEMBER 31, 1996 1997 Cash and Cash Equivalents- Cash and money market funds $10,144,367 $1,702,272 Corporate bond -- 499,930 U.S. government securities 2,489,375 -- ----------- ---------- Total cash and cash equivalents $12,633,742 $2,202,202 =========== ========== Short-Term Investments- U.S. government securities $ 3,785,146 $ -- =========== ========== Restricted Cash (Note 5)- Certificates of deposit $ 437,714 $2,016,364 Savings Account -- 1,034,618 ----------- ---------- $ 437,714 $3,050,982 =========== ========== HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (e) Depreciation and Amortization Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the related assets as follows: ESTIMATED ASSET CLASSIFICATION USEFUL LIFE Leasehold improvements Life of lease Laboratory equipment 5 years Equipment under capital lease 5 years Office equipment 3-5 years Furniture and fixtures 5 years (f) Accrued Expenses Accrued expenses on the accompanying consolidated balance sheets consist of the following: DECEMBER 31, 1996 1997 Restructuring $ -- $ 8,316,148 Interest -- 1,125,000 Payroll and related costs 1,593,451 742,452 Outside research and clinical costs 1,381,124 1,231,818 Professional fees 390,440 150,000 Other 825,751 351,880 ----------- ----------- $ 4,190,766 $11,917,298 =========== =========== (g) Revenue Recognition The Company has recorded research and development revenue under the consulting and research agreements discussed in Notes 7 and 8. |
HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The federal net operating loss carryforwards and tax credit carryforwards expire approximately as follows: NET OPERATING LOSS TAX CREDIT EXPIRATION DATE CARRYFORWARDS CARRYFORWARDS December 31, 2005 $ 666,000 $ 15,000 2006 3,040,000 88,000 2007 7,897,000 278,000 2008 18,300,000 627,000 2009 25,670,000 689,000 2010 36,134,000 496,000 2011 44,947,000 493,000 2012 69,343,000 750,000 ------------- ----------- $ 205,997,000 $ 3,436,000 ============= =========== The components of the deferred tax amounts, carryforwards and the valuation allowance are approximately as follows: DECEMBER 31, 1996 1997 Operating loss carryforwards $ 54,661,000 $ 82,399,000 Temporary differences 1,325,000 5,243,000 Tax credit carryforwards 2,686,000 3,436,000 ------------ ------------ 58,672,000 91,078,000 Valuation allowance (58,672,000) (91,078,000) ------------ ------------ $ -- $ -- ============ ============ A valuation allowance has been provided, as it is uncertain if the Company will realize the deferred tax asset. |
SIGNATURE TITLE DATE --------- ----- ---- /s/ E. Andrews Grinstead, II Chairman of the Board, President March 24, 1997 - -------------------------- and Chief Executive Officer and E. Andrews Grinstead, III Director (Principal Executive Officer) /s/ Anthony J. Payne Senior Vice President of Finance March 24, 1997 - -------------------------- and Administration, International Anthony J. Payne Operations, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Sudhir Agrawal Director March 24, 1997 - -------------------------- Sudhir Agrawal Director March __, 1997 - -------------------------- J. Robert Buchanan /s/ Mohamed El-Khereiji Director March 24, 1997 - -------------------------- Mohamed El-Khereiji /s/ Youssef El-Zein Director March 24, 1997 - -------------------------- Youssef El-Zein /s/ Nasser Menhall Director March 24, 1997 - -------------------------- Nasser Menhall /s/ Jerry A. Weisbach Director March 24, 1997 - --------------------------- Jerry A. Weisbach /s/ James B. Wyngaarden Director March 24, 1997 - --------------------------- James B. Wyngaarden /s/ Paul C. Zamecnik Director March 24, 1997 - --------------------------- Paul C. Zamecnik APPENDIX A ---------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Hybridon, Inc.: We have audited the accompanying consolidated balance sheets of Hybridon, Inc. (a Delaware corporation in the development stage) and subsidiaries as of December 31, 1995 and 1996, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 1996 and for the period from May 25, 1989 (inception) to December 31, 1996. |
HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (14) COMMITMENTS (Continued) (b) Consulting Agreements with Affiliates of Stockholders and Directors (Continued) On September 9, 1994, the Company entered into modifications to its arrangements with Pillar S.A. and its affiliates, including: (i) a reduction in the exercise price of certain warrants previously issued to $10.00 per share; (ii) an amendment to the terms of each of the warrants issued to Pillar S.A. and its affiliates described above to provide for cashless exercise in connection with a sale or change in control of the Company; (iii) a grant of additional five-year warrants (the "Additional Pillar Warrants") to purchase 114,000 shares of Common Stock at an exercise price of $10.00 per share; and (iv) an amendment to the 1994 Pillar Consulting Agreement to provide for (a) a fixed term of three years and (b) a right of first negotiation for Pillar S.A. to provide seed financing for any spin-offs by the Company which do not involve or relate to antisense therapeutic compounds. |
Additionally, our business, financial condition and results of operations have been and may be further impacted in several ways, including, but not limited to, the following: • further disruptions to our operations, including due to additional facility closures, restrictions on our operations and sales, marketing and distribution efforts and/or interruptions to our engineering and design processes and other important business activities; • reduced demand for our products and services, particularly due to disruptions to the businesses and operations of our customers; • interruptions, availability or delays in global shipping to transport our products; • further slowdown or stoppage in the supply chain for our products, in addition to higher costs; • limitations on employee resources and availability, including due to sickness, government restrictions, the desire of employees to avoid contact with large groups of people or mass transit disruptions, or a shortage of available vaccinations; • greater difficulty in collecting customer receivables; • a fluctuation in foreign currency exchange rates or interest rates could result from market uncertainties; • an increase in the cost or the difficulty to obtain debt or equity financing could affect our financial condition or our ability to fund operations or future investment opportunities; • any breach of financial covenants contained in the Credit Agreement; • current or near future trends may cause certain inventory to be slow-moving and trigger the need to review for excess and obsolete inventory or the valuation of inventory; • changes to the carrying value of our goodwill and intangible assets; and • an increase in regulatory restrictions or continued market volatility could hinder our ability to execute strategic business activities, as well as negatively impact our stock price. |
These international operations are subject to a number of risks, including: • public health crises, such as the COVID-19 pandemic, which can result in varying impacts to our business, employees, customers, suppliers, vendors and partners internationally as discussed elsewhere in this “Risk Factors” section; • difficulties in staffing and managing foreign operations; • coordinating communications and logistics across geographic distances and multiple time zones; • less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; • political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; • changes in foreign or domestic government policies, regulatory requirements and laws, which could impact our business; • longer customer payment cycles and difficulty collecting accounts receivable; • export duties, import controls, tariffs, and trade barriers (including quotas and border taxes); • governmental restrictions on the transfer of funds; • risk of governmental expropriation of our property; • burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; • fluctuations in currency exchange rates, which could affect foreign taxes due, component costs, local payroll, utility and other expenses; and • inability to utilize net operating losses incurred by our foreign operations which would increase our overall effective tax rate. |
(b) Exhibits 2.1 Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560)) 3.1 Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016) (Commission file number 1-10560) 3.2 Amended and Restated Bylaws of the Company dated December 2, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 7, 2020 (Commission file number 1-10560)) 4.1 Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (Commission file number 1-10560) 4.2 Description of Company’s securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission file number 1-10560)) 10.1 Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2017 (Commission file number 1-10560)) 10.2 (1) Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186)) 10.3 (1) Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560)) 10.4 (1) Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560)) 10.5 (1) Amendment No. |
1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560)) 10.6 (1) Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.7 (1) First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560)) 10.8 (1) Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.9 (1) Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.10 (1) Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.11 (1) Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.12 (1) Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560)) 10.13 (1) Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.14 (1) Benchmark Electronics, Inc. |
Deferred Compensation Plan dated as of December 16, 2008 (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 (Registration Number 333-156202)) 10.15 (1) Form of Executive Severance Agreement (incorporated by referent to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission file number 1-10560)) 10.16 Code of Conduct (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission file number 1-10560)) 10.17 Credit Agreement, dated July 20, 2018, by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 23, 2018 (Commission file number 1-10560)) 10.18 Cooperation Agreement, dated as of December 19, 2016, by and among the Company and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2016 (Commission file number 1-10560)) 10.19 (1) Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.20 (1) Employment Agreement, dated February 26, 2019, between the Company and Jeffrey W. Benck (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 28, 2019 (Commission file number 1-10560)) 10.21 (1) Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 5, 2019) (Commission file number 1-10560) 10.22 Amendment No. |
1 to the Credit Agreement, dated May 17, 2019, by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019) (Commission file number 1-10560) 10.23 (1) (2) Form of restricted stock unit award agreement for use under the 2019 Plan 10.24 (1) (2) Form of performance-based restricted stock unit award agreement for use under the 2019 Plan 21 (2) Subsidiaries of Benchmark Electronics, Inc. 23 (2) Consent of Independent Registered Public Accounting Firm 31.1 (2) Section 302 Certification of Chief Executive Officer 31.2 (2) Section 302 Certification of Chief Financial Officer 32.1 (2) Section 1350 Certification of Chief Executive Officer 32.2 (2) Section 1350 Certification of Chief Financial Officer 101.INS (2) 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 (2) Inline XBRL Taxonomy Extension Schema Document 101.CAL (2) 101.DEF (2) Inline XBRL Taxonomy Extension Calculation Linkbase Document Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB (2) Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE (2) Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 (2) Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 (1) Indicates management contract or compensatory plan or arrangement. |
These international operations are subject to a number of risks, including: ·difficulties in staffing and managing foreign operations; ·coordinating communications and logistics across geographic distances and multiple time zones; ·less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; ·political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; ·changes in foreign or domestic government policies, regulatory requirements and laws, which could impact our business; ·longer customer payment cycles and difficulty collecting accounts receivable; ·export duties, import controls and trade barriers (including quotas and border taxes); ·governmental restrictions on the transfer of funds; ·risk of governmental expropriation of our property; ·burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; ·fluctuations in currency exchange rates, which could affect foreign taxes due, component costs, local payroll, utility and other expenses; and ·inability to utilize net operating losses incurred by our foreign operations which would increase our overall effective tax rate. |
(2) Financial statement schedule filed as part of this Report: (b) Exhibits Exhibit Number Description of Exhibit 2.1Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560)) 3.1Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016) (the 8-K) (Commission file number 1-10560) 3.2Amended and Restated Bylaws of the Company dated May 11, 2016 (incorporated by reference to Exhibit 3.2 to the 8-K) 4.1Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (the 10-Q) (Commission file number 1-10560) 4.2(2)Description of Company’s securities 10.1Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the 10-Q) 10.2 (1)Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186)) 10.3 (1)Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560)) 10.4 (1)Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560)) 10.5 (1)Amendment No. |
1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560)) 10.6 (1)Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.7 (1)First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560)) 10.8 (1)Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.9 (1)Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.10 (1)Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) Exhibit Number Description of Exhibit 10.11 (1)Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.12 (1)Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560)) 10.13 (1)Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.14 (1)Benchmark Electronics, Inc. |
King dated as of May 15, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed for the quarter ended June 30, 2017 (Commission file number 1-10560)) 10.18 (1)Form of Executive Severance Agreement (incorporated by referent to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission file number 1-10560)) 10.19Code of Conduct (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission file number 1-10560)) 10.20 (1)Amendment to Employment Agreement, dated as of February 22, 2018, between the Company and Paul J. Tufano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2018 (Commission file number 1-10560)) 10.21Credit Agreement, dated July 20, 2018, by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 23, 2018 (Commission file number 1-10560)) 10.22 (1)Separation Agreement dated September 15, 2016 between the Company and Gayla J. Delly (incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K dated September 15, 2016 (Commission file number 1-10560)) 10.23Cooperation Agreement, dated as of December 19, 2016, by and among the Company and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2016 (Commission file number 1-10560)) 10.24 (1)Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) Exhibit Number Description of Exhibit 10.25 (1)Transition Agreement and Release of All Claims by and between Scott Peterson and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.26 (1)Transition Agreement and Release of All Claims by and between Donald F. Adam and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 20, 2017 (Commission file number 1-10560)) 10.27 (1) Employment Agreement, dated February 26, 2019, between the Company and Jeffrey W. Benck (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 28, 2019 (Commission file number 1-10560)) 10.28 (1)Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 5, 2019) (Commission file number 1-10560) 10.29Amendment No. |
333-231524) 31.1 (2)Section 302 Certification of Chief Executive Officer 31.2 (2)Section 302 Certification of Chief Financial Officer 32.1 (2)Section 1350 Certification of Chief Executive Officer 32.2 (2)Section 1350 Certification of Chief Financial Officer 101.INS (2)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 (2)Inline XBRL Taxonomy Extension Schema Document 101.CAL (2)Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB (2)Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE (2)Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF (2)Inline XBRL Taxonomy Extension Definition Linkbase Document 104 (2)Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1) Indicates management contract or compensatory plan or arrangement. |
These international operations are subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in foreign or domestic government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas and border taxes); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; · fluctuations in currency exchange rates, which could affect foreign taxes due, component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
2.1 Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560)) 3.1 Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016) (the 8-K) (Commission file number 1-10560) 3.2 Amended and Restated Bylaws of the Company dated May 11, 2016 (incorporated by reference to Exhibit 3.2 to the 8-K) 4.1 Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (the 10-Q) (Commission file number 1-10560) 10.1 Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the 10-Q) 10.2 (1) Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186)) 10.3 (1) Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560)) 10.4 (1) Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560)) 10.5 (1) Amendment No. |
1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560)) 10.6 (1) Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.7 (1) First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560)) 10.8 (1) Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.9 (1) Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.10 (1) Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.11 (1) Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.12 (1) Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560)) 10.13 (1) Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.14 (1) Benchmark Electronics, Inc. |
King dated as of May 15, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed for the quarter ended June 30, 2017 (Commission file number 1-10560)) 10.18 (1) Form of Executive Severance Agreement (incorporated by referent to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission file number 1-10560)) 10.19 Code of Conduct (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission file number 1-10560)) 10.20 (1) Amendment to Employment Agreement, dated as of February 22, 2018, between the Company and Paul J. Tufano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2018 (Commission file number 1-10560)) 10.21 Credit Agreement, dated July 20, 2018, by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 23, 2018 (Commission file number 1-10560)) 10.22 (1) Separation Agreement dated September 15, 2016 between the Company and Gayla J. Delly (incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K dated September 15, 2016 (Commission file number 1-10560)) 10.23 Cooperation Agreement, dated as of December 19, 2016, by and among the Company and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2016 (Commission file number 1-10560)) 10.24 (1) Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.25 (1) Transition Agreement and Release of All Claims by and between Scott Peterson and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.26 (1) Transition Agreement and Release of All Claims by and between Donald F. Adam and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 20, 2017 (Commission file number 1-10560)) 16 Letter of Hein & Associates LLP dated November 21, 2017 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated November 21, 2017 (Commission file number 1-10560)) 21 (2) Subsidiaries of Benchmark Electronics, Inc. 23 (2) Consent of Independent Registered Public Accounting Firm concerning incorporation by reference in the Company’s Registration Statements on Form S-8 (Registration No. |
These international operations are subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in foreign or domestic government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas and border taxes); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; · fluctuations in currency exchange rates, which could affect foreign taxes due, component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
2.1 Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560)) 3.1 Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016) (the 8-K) (Commission file number 1-10560) 3.2 Amended and Restated Bylaws of the Company dated May 11, 2016 (incorporated by reference to Exhibit 3.2 to the 8-K) 4.1 Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (the 10-Q) (Commission file number 1-10560) 10.1 Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the 10-Q) 10.2 (1) Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186)) 10.3 (1) Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560)) 10.4 (1) Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560)) 10.5 (1) Amendment No. |
1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560)) 10.6 (1) Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.7 (1) First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560)) 10.8 (1) Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.9 (1) Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.10 (1) Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427)) 10.11 (1) Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.12 (1) Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560)) 10.13 (1) Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.14 (1) Benchmark Electronics, Inc. |
1 to the Credit Agreement dated November 12, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560)) 10.22 (1) Separation Agreement dated September 15, 2016 between the Company and Gayla J. Delly (incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K dated September 15, 2016 (Commission file number 1-10560)) 10.23 Cooperation Agreement, dated as of December 19, 2016, by and among the Company and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2016 (Commission file number 1-10560)) 10.24 (1) Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.25 (1) Transition Agreement and Release of All Claims by and between Scott Peterson and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560)) 10.26 (1) Transition Agreement and Release of All Claims by and between Donald F. Adam and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 20, 2017 (Commission file number 1-10560)) 11 Statement regarding Computation of Per-Share Earnings (incorporated by reference to “Notes to Consolidated Financial Statements, Note 1(i) - Earnings Per Share” in Item 8 of this Report) 16 Letter of Hein & Associates LLP dated November 21, 2017 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated November 21, 2017 (Commission file number 1-10560)) 21 (2) Subsidiaries of Benchmark Electronics, Inc. 23 (2) Consent of Independent Registered Public Accounting Firm concerning incorporation by reference in the Company’s Registration Statements on Form S-8 (Registration No. |
These international operations are subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in foreign or domestic government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas and border taxes); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
These international operations are subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
These international operations are subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships, which complicate meeting demand fluctuations and can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including various and changing minimum wage regulations; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
(signed) KPMG LLP Houston, Texas February 27, 2015 (3) Exhibits Exhibit Number Description of Exhibit 3.1 Restated Certificate of Formation dated November 4, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed with the SEC on November 7, 2014) (the 10-Q) (Commission file number 1-10560) 3.2 Amended and Restated Bylaws of the Company dated November 4, 2014 (incorporated by reference to Exhibit 3.2 to the 10-Q) 4.1 Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the 10-Q) 10.1 Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the 10-Q) 10.2* Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186)) 10.3* Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560)) 10.4* Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560)) 10.5* Amendment No. |
1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Form 8-K dated May 18, 2006 filed on May 19, 2006 (Commission file number 1-10560)) 10.6* Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168426)) 10.7* First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560)) 10.8* Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168426)) 10.9* Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168426)) 10.10* Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168426)) 10.11* Benchmark Electronics, Inc. |
These international operations may be subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships which can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · changes in government policies, regulatory requirements and laws, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices, including minimum wage regulations; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
These international operations may be subject to a number of risks, including: ·difficulties in staffing and managing foreign operations; ·coordinating communications and logistics across geographic distances and multiple time zones; ·less flexible employee relationships which can be difficult and expensive to terminate; ·political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; ·changes in government policies, regulatory requirements and laws, which could impact our business; ·longer customer payment cycles and difficulty collecting accounts receivable; ·export duties, import controls and trade barriers (including quotas); ·governmental restrictions on the transfer of funds; ·risk of governmental expropriation of our property; ·burdens of complying with a wide variety of foreign laws and labor practices, including minimum wage regulations; ·fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and ·inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
The following table summarizes the activities relating to the Company’s restricted shares: The following table summarizes the activities relating to the Company’s time based restricted stock units and phantom stock awards: The following table summarizes the activities related to the Company’s performance based restricted stock unit awards: (1) Represents target number of shares that can vest based on the achievement of certain performance criteria Note 8-Income Taxes Income tax expense (benefit) based on income before income taxes consists of: Worldwide income before income taxes consisted of the following: Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income before income taxes as a result of the following: The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: The net change in the total valuation allowance for the years ended December 31, 2012, 2011 and 2010 was a decrease of $0.7 million, $19.3 million and $11.1 million, respectively. |
These international operations may be subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships which can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · unexpected changes in regulatory requirements and laws; · changes in government policies, which could impact our business; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
These international operations may be subject to a number of risks, including: · difficulties in staffing and managing foreign operations; · coordinating communications and logistics across geographic distances and multiple time zones; · less flexible employee relationships which can be difficult and expensive to terminate; · political and economic instability (including acts of terrorism and outbreaks of war), which could impact our ability to ship and/or receive product; · unexpected changes in regulatory requirements and laws; · longer customer payment cycles and difficulty collecting accounts receivable; · export duties, import controls and trade barriers (including quotas); · governmental restrictions on the transfer of funds; · risk of governmental expropriation of our property; · burdens of complying with a wide variety of foreign laws and labor practices; · fluctuations in currency exchange rates, which could affect component costs, local payroll, utility and other expenses; and · inability to utilize net operating losses incurred by our foreign operations to reduce our U.S. income taxes. |
Name Position Date /s/ DONALD E. NIGBOR Donald E. Nigbor Chairman of the Board and Chief Executive Officer (principal executive officer) March 21, 2003 /s/ GAYLA J. DELLY Gayla J. Delly Chief Financial Officer (principal financial and accounting officer) March 21, 2003 /s/ STEVEN A. BARTON Steven A. Barton Director and Executive Vice President March 21, 2003 /s/ CARY T. FU Cary T. Fu Director and President (principal operating officer) March 21, 2003 /s/ DAVID H. ARNOLD David H. Arnold Director March 21, 2003 /s/ JOHN C. CUSTER John C. Custer Director March 21, 2003 /s/ PETER G. DORFLINGER Peter G. Dorflinger Director March 21, 2003 CERTIFICATIONS I, Donald E. Nigbor, Chairman and Chief Executive Officer of Benchmark Electronics, Inc. (the "Registrant") certify that: 1.I have reviewed this annual report on Form 10-K of Benchmark Electronics, Inc.; 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b.evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c.presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a.all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6.The Registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
I, Gayla J. Delly, Chief Financial Officer of Benchmark Electronics, Inc. (the "Registrant") certify that: 1.I have reviewed this annual report on Form 10-K of Benchmark Electronics, Inc.; 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b.evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c.presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a.all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6.The Registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
NAME POSITION DATE -------- -------------- --------- Chairman of the /s/ John C. Custer Board of Directors March 31, 1999 - ---------------------- ------------------- John C. Custer Director and President /s/ Donald E. Nigbor (principal executive officer) March 31, 1999 - ---------------------- ------------------- Donald E. Nigbor Director and Executive - ---------------------- Vice President ------------------- Stephen A. Barton Director and Executive Vice President (principal /s/ Cary T. Fu financial and accounting officer) March 31, 1999 - ---------------------- ------------------- Cary T. Fu Director - ---------------------- ------------------- Peter G. Dorflinger /s/ Gerald W. Bodzy Director March 31, 1999 - ---------------------- ------------------- Gerald W. Bodzy Director - ---------------------- ------------------- David H. Arnold EXHIBIT INDEX Each exhibit marked with an asterisk is filed with this Annual Report on Form 10-K. EXHIBIT NUMBER DESCRIPTION 2.1 -- Purchase Agreement dated as of January 22, 1998 by and between the Company and Lockheed Martin Corporation (incorporated herein by reference to Exhibit 2 to the Company's Current Report on Form 8-K dated February 23, 1998). |
NAME POSITION DATE _______________________ Chairman of the _____________________ John C. Custer Board of Directors /S/ DONALD E. NIGBOR Director and President MARCH 26, 1997 Donald E. Nigbor (principal executive officer) _______________________ Director and Executive _____________________ Steven A. Barton Vice President /S/ CARY T. FU Director and Executive MARCH 26, 1997 Cary T. Fu Vice President (principal financial and accounting officer) /S/ PETER G. DORFLINGER Director MARCH 26, 1997 Peter G. Dorflinger /S/ GERALD W. BODZY Director MARCH 26, 1997 Gerald W. Bodzy _______________________ Director ____________________ David H. Arnold EXHIBIT INDEX Each exhibit marked with an asterisk is filed with this Annual Report on Form 10-K. EXHIBIT NUMBER DESCRIPTION 2.1 -- Agreement and Plan of Merger dated as of March 27, 1996 by and among the Company, Electronics Acquisition, Inc., EMD Technologies, Inc., David H. Arnold and Daniel M. Rukavina (incorporated herein by reference to Exhibit 2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). |
Merchandising The following tables show some of the types of products we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Starters & Alternators Thermostats Tire Repair Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Cabin, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Towing Wash & Wax We believe that customer satisfaction is often impacted by our ability to promptly provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales ●Total cost of merchandise sold, including: oFreight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; oVendor allowances that are not reimbursements for specific, incremental and identifiable costs ●Costs associated with operating the Company’s supply chain, including payroll and benefits, warehouse occupancy, transportation and depreciation; and ●Inventory shrinkage Operating, Selling, General and Administrative Expenses ●Payroll and benefits for store, field leadership and store support employees; ●Occupancy of store and store support facilities; ●Depreciation and amortization related to store and store support assets; ●Transportation associated with field leadership, commercial sales force and deliveries from stores; ●Advertising; ●Self-insurance; and ●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
AUTOZONE, INC. By: /s/ WILLIAM C. RHODES, III William C. Rhodes, III Chairman, President and Chief Executive Officer (Principal Executive Officer) Dated: October 26, 2020 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ WILLIAM C. RHODES, III Chairman, President and Chief Executive Officer October 26, 2020 William C. Rhodes, III (Principal Executive Officer) /s/ WILLIAM T. GILES Chief Financial Officer and Executive Vice October 26, 2020 William T. Giles President - Finance, Information Technology and Store Development (Principal Financial Officer) /s/ CHARLIE PLEAS, III Senior Vice President and Controller October 26, 2020 Charlie Pleas, III (Principal Accounting Officer) /s/ DOUGLAS H. BROOKS Director October 26, 2020 Douglas H. Brooks /s/ MICHAEL M. CALBERT Director October 26, 2020 Michael M. Calbert /s/ LINDA A. GOODSPEED Director October 26, 2020 Linda A. Goodspeed /s/ EARL G. GRAVES, JR. Director October 26, 2020 Earl, G. Graves, Jr. /s/ ENDERSON GUIMARAES Director October 26, 2020 Enderson Guimaraes /s/ D. BRYAN JORDAN Director October 26, 2020 D. Bryan Jordan /s/ GALE V. KING Director October 26, 2020 Gale V. King /s/ GEORGE R. MRKONIC, JR. Director October 26, 2020 George R. Mrkonic, Jr. /s/ JILL A. SOLTAU Director October 26, 2020 Jill A. Soltau |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Starters & Alternators Thermostats Tire Repair Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Towing Wash & Wax We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store, field leadership and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to store and store support assets; • Transportation costs associated with field leadership, commercial sales force and deliveries from stores; • Advertising; • Self-insurance costs; and • Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Starters & Alternators Thermostats Tire Repair Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Wash & Wax We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store, field leadership and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to store and store support assets; • Transportation costs associated with field leadership, commercial sales force and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, legal costs, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Tire Repair Thermostats Starters & Alternators Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Wash & Wax We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store, field leadership and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to store and store support assets; • Transportation costs associated with field leadership, commercial sales force and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, legal costs, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Tire Repair Thermostats Starters & Alternators Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior and Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Wash & Wax We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental, identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodging Warranty Costs: The Company or the vendors supplying its products provide the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Exhibits, Financial Statement Schedules The following information required under this item is filed as part of this report: (a) Financial Statements The following financial statements, related notes and reports of independent registered public accounting firm are filed with this Annual Report on Form 10-K in Part II, Item 8: Reports of Independent Registered Public Accounting Firm Consolidated Statements of Income for the fiscal years ended August 27, 2016, August 29, 2015, and August 30, 2014 Consolidated Statements of Comprehensive Income for the fiscal years ended August 27, 2016, August 29, 2015, and August 30, 2014 Consolidated Balance Sheets as of August 27, 2016, and August 29, 2015 Consolidated Statements of Cash Flows for the fiscal years ended August 27, 2016, August 29, 2015, and August 30, 2014 Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August 27, 2016, August 29, 2015, and August 30, 2014 Notes to Consolidated Financial Statements (b) Exhibits The Exhibit Index following this document’s signature pages is incorporated herein by reference in response to this item. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Antifreeze & Windshield Washer Fluid Air Fresheners Batteries & Accessories Brake Drums, Rotors, Shoes & Pads Cell Phone Accessories Belts & Hoses Chemicals, including Brake & Power Drinks & Snacks Carburetors Steering Fluid, Oil & Fuel Additives Floor Mats & Seat Covers Chassis Oil & Transmission Fluid Interior and Exterior Accessories Clutches Oil, Air, Fuel & Transmission Filters Mirrors CV Axles Oxygen Sensors Performance Products Engines Paint & Accessories Protectants & Cleaners Fuel Pumps Refrigerant & Accessories Sealants & Adhesives Fuses Shock Absorbers & Struts Steering Wheel Covers Ignition Spark Plugs & Wires Stereos & Radios Lighting Windshield Wipers Tools Mufflers Wash & Wax Radiators Thermostats Starters & Alternators Water Pumps We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, legal costs, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Antifreeze & Windshield Washer Fluid Air Fresheners Batteries & Accessories Brake Drums, Rotors, Shoes & Pads Cell Phone Accessories Belts & Hoses Chemicals, including Brake & Power Drinks & Snacks Carburetors Steering Fluid, Oil & Fuel Additives Floor Mats & Seat Covers Chassis Oil & Transmission Fluid Interior and Exterior Accessories Clutches Oil, Air, Fuel & Transmission Filters Mirrors CV Axles Oxygen Sensors Performance Products Engines Paint & Accessories Protectants & Cleaners Fuel Pumps Refrigerant & Accessories Sealants & Adhesives Fuses Shock Absorbers & Struts Steering Wheel Covers Ignition Spark Plugs & Wires Stereos & Radios Lighting Windshield Wipers Tools Mufflers Wash & Wax Radiators Thermostats Starters & Alternators Water Pumps We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Belts & Hoses Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Thermostats Starters & Alternators Water Pumps Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior and Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Wash & Wax We believe that the satisfaction of our customers is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers and to the retail stores; • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs; • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation; and • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Belts & Hoses Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Starters & Alternators Water Pumps Radiators Thermostats Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Mirrors Performance Products Protectants & Cleaners Seat Covers Sealants & Adhesives Steering Wheel Covers Stereos & Radios Tools Wash & Wax We believe that the satisfaction of DIY customers and professional technicians is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: o Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers and to the retail stores o Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation and amortization related to retail and store support assets; • Transportation costs associated with commercial and hub deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Merchandising The following tables show some of the types of products that we sell by major category of items: Failure Maintenance Discretionary A/C Compressors Antifreeze & Windshield Washer Fluid Air Fresheners Batteries & Accessories Brake Drums, Rotors, Shoes & Pads Cell Phone Accessories Belts & Hoses Chemicals, including Brake & Power Drinks & Snacks Carburetors Steering Fluid, Oil & Fuel Additives Floor Mats & Seat Covers Chassis Oil & Transmission Fluid Mirrors Clutches Oil, Air, Fuel & Transmission Filters Performance Products CV Axles Oxygen Sensors Protectants & Cleaners Engines Paint & Accessories Seat Covers Fuel Pumps Refrigerant & Accessories Sealants & Adhesives Fuses Shock Absorbers & Struts Steering Wheel Covers Ignition Spark Plugs & Wires Stereos & Radios Lighting Windshield Wipers Tools Mufflers Wash & Wax Starters & Alternators Water Pumps Radiators Thermostats We believe that the satisfaction of DIY customers and professional technicians is often impacted by our ability to provide specific automotive products as requested. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers and to the retail stores • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Costs associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of store and store support facilities; • Depreciation related to retail and store support assets; • Transportation costs associated with commercial deliveries; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides the Company’s customers limited warranties on certain products that range from 30 days to lifetime. |
Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: Cost of Sales • Total cost of merchandise sold, including: • Freight expenses associated with moving merchandise inventories from the Company’s vendors to the distribution centers and to the retail stores • Vendor allowances that are not reimbursements for specific, incremental and identifiable costs • Cost associated with operating the Company’s supply chain, including payroll and benefit costs, warehouse occupancy costs, transportation costs and depreciation • Inventory shrinkage Operating, Selling, General and Administrative Expenses • Payroll and benefit costs for store and store support employees; • Occupancy costs of retail and store support facilities; • Depreciation related to retail and store support assets; • Transportation costs associated with commercial deliveries; • Advertising; • Self insurance costs; and • Other administrative costs, such as credit card transaction fees, supplies, and travel and lodging Warranty Costs: The Company or the vendors supplying its products provides its customers limited warranties on certain products that range from 30 days to lifetime. |
Dated: October 22, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ William C. Rhodes, III Chairman, President and Chief Executive Officer October 22, 2007 William C. Rhodes, III (Principal Executive Officer) /s/ William T. Giles Chief Financial Officer and Executive Vice President, October 22, 2007 William T. Giles Finance, Information Technology and Store Development (Principal Financial Officer) /s/ Charlie Pleas, III Senior Vice President, Controller October 22, 2007 Charlie Pleas, III (Principal Accounting Officer) /s/ Charles M. Elson Director October 22, 2007 Charles M. Elson /s/ Sue E. Gove Director October 22, 2007 Sue E. Gove /s/ Earl G. Graves, Jr. Director October 22, 2007 Earl G. Graves, Jr. /s/ N. Gerry House Director October 22, 2007 N. Gerry House /s/ J.R. Hyde, III Director October 22, 2007 J.R. Hyde, III /s/ W. Andrew McKenna Director October 22, 2007 W. Andrew McKenna /s/ George R. Mrkonic, Jr. Director October 22, 2007 George R. Mrkonic, Jr. /s/ Theodore W. Ullyot Director October 22, 2007 Theodore W. Ullyot EXHIBIT INDEX 3.1 Restated Articles of Incorporation of AutoZone, Inc. |
Exhibits, Financial Statement Schedules, and Reports On Form 8-K (a) Financial Statements The following financial statements, related notes and reports of independent registered public accounting firm from AutoZone, Inc.’s 2006 Annual Report are incorporated herein by reference in response to this item: Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Consolidated Statements of Income for the fiscal years ended August 26, 2006, August 27, 2005, and August 28, 2004 Consolidated Balance Sheets as of August 26, 2006, and August 27, Consolidated Statements of Cash Flows for the fiscal years ended August 26, 2006, August 27, 2005, and August 28, 2004 Consolidated Statements of Stockholders’ Equity for the fiscal years ended August 26, 2006, August 27, 2005, and August 28, 2004 Notes to Consolidated Financial Statements (b) Exhibits The Exhibit Index following this document’s signature pages is incorporated herein by reference in response to this item. |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ J. R. Pitt Hyde, III Chairman of the Board, Director October 25, 2006 J. R. Pitt Hyde, III /s/ William C. Rhodes, III President, Chief Executive Officer, October 25, 2006 William C. Rhodes, III & Director (Principal Executive Officer) /s/ William T. Giles Executive Vice President, Chief Financial Officer, & Treasurer October 25, 2006 William T. Giles (Principal Financial Officer) /s/ Charlie Pleas, III Vice President, Controller October 25, 2006 Charlie Pleas, III (Principal Accounting Officer) /s/ Charles M. Elson Director October 25, 2006 Charles M. Elson /s/ Sue E. Gove Director October 25, 2006 Sue E. Gove /s/ Earl G. Graves, Jr. Director October 25, 2006 Earl G. Graves, Jr. /s/ N. Gerry House Director October 25, 2006 N. Gerry House /s/ Edward S. Lampert Director October 25, 2006 Edward S. Lampert /s/ W. Andrew McKenna Director October 25, 2006 W. Andrew McKenna /s/ George R. MrKonic, Jr. Director October 25, 2006 George R. MrKonic, Jr. EXHIBIT INDEX 3.1 Restated Articles of Incorporation of AutoZone, Inc. |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ J. R. Pitt Hyde, III Chairman of the Board, Director October 26, 2005 J. R. Pitt Hyde, III /s/ William C. Rhodes, III President, Chief Executive Officer, October 26, 2005 William C. Rhodes, III & Director (Principal Executive Officer) /s/ Charlie Pleas, III Vice President, Controller October 26, 2005 Charlie Pleas, III (Principal Accounting Officer) /s/ Charles M. Elson Director October 26, 2005 Charles M. Elson /s/ Sue E. Gove Director October 26, 2005 Sue E. Gove /s/ Earl G. Graves, Jr. Director October 26, 2005 Earl G. Graves, Jr. /s/ N. Gerry House Director October 26, 2005 N. Gerry House /s/ Edward S. Lampert Director October 26, 2005 Edward S. Lampert /s/ W. Andrew McKenna Director October 26, 2005 W. Andrew McKenna EXHIBIT INDEX 3.1 Restated Articles of Incorporation of AutoZone, Inc. |
There are risks inherent in doing business internationally, including: ●imposition of governmental controls and changes in laws, regulations or policies; ●political and economic instability, such as in the Middle East and South East Asia; ●civil unrest, acts of terrorism, force majeure, war, or other armed conflict; ●changes in U.S. and other national government trade policies affecting the markets for our services, such as retaliatory tariffs between the United States and China; ●political unrest in Hong Kong where we have a significant presence; ●impact of the coronavirus pandemic and its related economic impacts; ●changes in regulatory practices, tariffs and taxes, such as Brexit; ●potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; ●changes in labor conditions; ●logistical and communication challenges; and ●currency exchange rate fluctuations, devaluations and other conversion restrictions. |
Additional difficulties we may encounter as part of the integration process include the following: ●the consequences of a change in tax treatment and the possibility that the full benefits anticipated from the acquisition or disposition will not be realized; ●any delay in the integration or disposition of management teams, strategies, operations, products and services; ●differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; ●the ability to retain key employees; ●the ability to create and enforce uniform standards, controls, procedures, policies and information systems; ●the challenge of restructuring complex systems, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; ●potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; ●the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax credits; and ●the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Statements that are not historical facts, without limitation, including statements that use terms such as "anticipates," "believes," "expects," "estimates," "intends," "may," "plans," "potential," "projects," and "will" and that relate to future impacts caused by the Covid-19 coronavirus pandemic and the related economic instability and market volatility, including the reaction of governments to the coronavirus, including any prolonged period of travel, commercial or other similar restrictions, the delay in commencement, or temporary or permanent halting of construction, infrastructure or other projects, requirements that we remove our employees or personnel from the field for their protection, and delays or reductions in planned initiatives by our governmental or commercial clients or potential clients; future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation priorities, including common stock repurchases, future trade receivables, future debt pay downs; future post-retirement expenses; future tax benefits and expenses; future compliance with regulations; future legal claims and insurance coverage; future effectiveness of our disclosure and internal controls over financial reporting; future costs savings; and other future economic and industry conditions, are forward-looking statements. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, our business is cyclical and vulnerable to economic downturns and client spending reductions; government shutdowns; long-term government contracts and subject to uncertainties related to government contract appropriations; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; high leverage and potential inability to service our debt and guarantees; exposure to Brexit and tariffs; exposure to political and economic risks in different countries; currency exchange rate fluctuations; retaining and recruiting key technical and management personnel; legal claims; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the Management Services transaction, including the risk that the expected benefits of the Management Services transaction or any contingent purchase price will not be realized within the expected time frame, in full or at all; the risk that costs of restructuring transactions and other costs incurred in connection with the Management Services transaction will exceed our estimates or otherwise adversely affect our business or operations; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
On March 13, 2018, the Credit Agreement was amended to (i) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (ii) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (iii) increase the capacity of our revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (iv) reduce our interest rate borrowing costs as follows: (a) the term loan B facility, at our election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (USD) term loan A facility, at our election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at our election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of our fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); and (v) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio stepped down to 4.0. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Index to Consolidated Financial Statements September 30, 2020 Audited Annual Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2020 and 2019 Consolidated Statements of Operations for the Years Ended September 30, 2020, 2019 and 2018 Consolidated Statements of Comprehensive (loss) Income for the Years Ended September 30, 2020, 2019, and 2018 Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended September 30, 2020, 2019, and 2018 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AECOM (the "Company") as of September 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). |
On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the capacity of the Company’s revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (4) reduce the Company’s interest rate borrowing costs as follows: (a) the term loan B facility, at the Company’s election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (US) term loan A facility, at the Company’s election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at the Company’s election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of the Company’s fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio stepped down to 4.0. |
We provide a wide array of classified and unclassified services in our MS segment, both directly and through joint ventures or similar partner arrangements, including: ●Operation and maintenance of complex government installations, including military bases and test ranges; ●Network and communications engineering, software engineering, IT infrastructure design and implementation, cyber defense and cloud computing technologies; ●Deactivation, decommissioning and disposal of nuclear and high hazard waste; ●Management and operations and maintenance services for complex DOE and NDA programs and facilities; ●Testing and development of new components and platforms, as well as engineering and technical support for the modernization of aging weapon systems; ●Logistics support for government supply and distribution networks, including warehousing, packaging, delivery and traffic management; ●Acquisition support for new weapons platforms; ●Maintenance planning to extend the service life of weapons systems and other military equipment; ●Maintenance, modification and overhaul of military aircraft and ground vehicles; ●Safety analyses for high-hazard facilities and licensing for DOE sites; ●Threat assessments of public facilities and the development of force protection and security systems; ●Planning and conducting emergency preparedness exercises; ●First responder training for the military and other government agencies; ●Management and operations and maintenance of chemical agent and chemical weapon disposal facilities; ●Installation of monitoring technology to detect the movement of nuclear and radiological materials across national borders; ●Planning, design and construction of aircraft hangars, barracks, military hospitals and other government buildings; and ●Environmental remediation and restoration for the redevelopment of military bases and other government and commercial installations, including commercial reactor deactivation and demolition. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: ●we may have difficulty satisfying our obligations with respect to outstanding debt obligations; ●we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; ●we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; ●our debt level increases our vulnerability to general economic downturns and adverse industry conditions; ●our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; ●our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; ●we may have increased borrowing costs; ●our clients, surety providers or insurance carriers may react adversely to our significant debt level; ●we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under our debt instruments; and ●our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
Additional difficulties we may encounter as part of the integration process include the following: ●the consequences of a change in tax treatment and the possibility that the full benefits anticipated from the acquisition or disposition will not be realized; ●any delay in the integration or disposition of management teams, strategies, operations, products and services; ●differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; ●the ability to retain key employees; ●the ability to create and enforce uniform standards, controls, procedures, policies and information systems; ●the challenge of restructuring complex systems, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; ●potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; ●the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax credits; and ●the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Statements that are not historical facts, without limitation, including statements that use terms such as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “potential,” “projects,” and “will” and that relate to our future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation priorities including common stock repurchases, future trade receivables, future debt pay downs; future post-retirement expenses; future tax benefits and expenses; future compliance with regulations; future legal claims and insurance coverage; future effectiveness of our disclosure and internal controls over financial reporting; future costs savings; the sale of Management Services from AECOM and our business expectations after the sale is completed; and other future economic and industry conditions, are forward-looking statements. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, our business is cyclical and vulnerable to economic downturns and client spending reductions; government shutdowns; long-term government contracts and subject to uncertainties related to government contract appropriations; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; high leverage and potential inability to service our debt and guarantees; exposure to Brexit and tariffs; exposure to political and economic risks in different countries; currency exchange rate fluctuations; retaining and recruiting key technical and management personnel; legal claims; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT outages and data privacy; uncertainties as to the timing and completion of the proposed sale of the Company’s Management Services business (“the proposed sale”) or whether it will be completed; risks associated with the impact or terms of the proposed sale; risks associated with the benefits and costs of the proposed sale, including the risk that the expected benefits of the proposed sale or any contingent purchase price will not be realized within the expected time frame, in full or at all, and the risk that conditions to the proposed sale will not be satisfied and/or that the proposed sale will not be completed within the expected time frame, on the expected terms or at all; the risk that any consents or regulatory or other approvals required in connection with the proposed sale will not be received or obtained within the expected time frame, on the expected terms or at all; the risk that the financing intended to fund the proposed sale may not be obtained; the risk that costs of restructuring transactions and other costs incurred in connection with the proposed sale will exceed our estimates or otherwise adversely affect our business or operations; the impact of the proposed sale on our businesses and the risk that consummating the proposed sale may be more difficult, time-consuming or costly than expected; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
On March 13, 2018, the Credit Agreement was amended to (i) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (ii) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (iii) increase the capacity of our revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (iv) reduce our interest rate borrowing costs as follows: (a) the term loan B facility, at our election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (USD) term loan A facility, at our election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at our election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of our fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); and (v) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0. |
On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the capacity of the Company’s revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (4) reduce the Company’s interest rate borrowing costs as follows: (a) the term loan B facility, at the Company’s election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (US) term loan A facility, at the Company’s election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at the Company’s election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of the Company’s fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0. |
We provide a wide array of classified and unclassified services in our MS segment, both directly and through joint ventures or similar partner arrangements, including: • Operation and maintenance of complex government installations, including military bases and test ranges; • Network and communications engineering, software engineering, IT infrastructure design and implementation, cyber defense and cloud computing technologies; • Deactivation, decommissioning and disposal of nuclear and high hazard waste; • Management and operations and maintenance services for complex DOE and NDA programs and facilities; • Testing and development of new components and platforms, as well as engineering and technical support for the modernization of aging weapon systems; • Logistics support for government supply and distribution networks, including warehousing, packaging, delivery and traffic management; • Acquisition support for new weapons platforms; • Maintenance planning to extend the service life of weapons systems and other military equipment; • Maintenance, modification and overhaul of military aircraft and ground vehicles; • Safety analyses for high-hazard facilities and licensing for DOE sites; • Threat assessments of public facilities and the development of force protection and security systems; • Planning and conducting emergency preparedness exercises; • First responder training for the military and other government agencies; • Management and operations and maintenance of chemical agent and chemical weapon disposal facilities; • Installation of monitoring technology to detect the movement of nuclear and radiological materials across national borders; • Planning, design and construction of aircraft hangars, barracks, military hospitals and other government buildings; and • Environmental remediation and restoration for the redevelopment of military bases and other government and commercial installations, including commercial reactor deactivation and demolition. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: • we may have difficulty satisfying our obligations with respect to outstanding debt obligations; • we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; • we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; • our debt level increases our vulnerability to general economic downturns and adverse industry conditions; • our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; • our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; • we may have increased borrowing costs; • our clients, surety providers or insurance carriers may react adversely to our significant debt level; • we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under our debt instruments; and • our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
Difficulties we may encounter as part of the integration process include the following: • the consequences of a change in tax treatment, including the costs of integration and compliance and the possibility that the full benefits anticipated from the acquisition will not be realized; • any delay in the integration of management teams, strategies, operations, products and services; • diversion of the attention of each company's management as a result of the acquisition; • differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies and information systems; • the challenge of integrating complex systems, technology, networks and other assets into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; • the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax credits; and • the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, the fact that our business is cyclical and vulnerable to economic downturns and client spending reductions; we are dependent on long-term government contracts and subject to uncertainties related to government contract appropriations; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; we may experience losses under fixed-price contracts; we have not completed our accounting for the tax effects of the United States Tax Cuts and Jobs Act legislation; we have limited control over operations run through our joint venture entities; we may be liable for misconduct by our employees or consultants or our failure to comply with laws or regulations applicable to our business; we may not maintain adequate surety and financial capacity; we are highly leveraged and may not be able to service our debt and guarantees; we have exposure to political and economic risks in different countries where we operate as well as currency exchange rate fluctuations; we may not be able to retain and recruit key technical and management personnel; we may be subject to legal claims; we may have inadequate insurance coverage; we are subject to environmental law compliance and may not have adequate nuclear indemnification; there may be unexpected adjustments and cancellations related to our backlog; we are dependent on partners and third parties who may fail to satisfy their obligations; we may not be able to manage pension costs; AECOM Capital's real estate development and investment activities are inherently risky; we may face cybersecurity issues and data loss; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the capacity of our revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (4) reduce our interest rate borrowing costs as follows: (a) the term loan B facility, at our election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (US) term loan A facility, at our election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at our election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of our fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Index to Consolidated Financial Statements September 30, 2018 Audited Annual Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2018 and 2017 Consolidated Statements of Operations for the Years Ended September 30, 2018, 2017, and 2016 Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2018, 2017, and 2016 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2018, 2017, and 2016 Consolidated Statements of Cash Flows for the Years Ended September 30, 2018, 2017, and 2016 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AECOM (the "Company") as of September 30, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). |
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