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raw/filings/0000719733/2003/0001193125-03-051450/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000719733,KTCC,KEY TRONIC CORP,10-K,2003-09-19,2003-06-28,2003-09-18T21:43:34.000Z,0001193125-03-051450,d10k.htm,"FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 28, 2003",802544,0,0,https://www.sec.gov/Archives/edgar/data/719733/000119312503051450/d10k.htm,https://www.sec.gov/Archives/edgar/data/719733/000119312503051450/,2003,2003,1

raw/filings/0000719733/2003/0001193125-03-051450/item1.txt

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+Item 1. 
+BUSINESS 
+Key Tronic Corporation (dba KeyTronicEMS), a Washington corporation organized in 1969, and its subsidiaries (hereinafter collectively called the “Company” or “Key Tronic” unless the context
+otherwise requires) are principally engaged in electronic manufacturing services (EMS) for original equipment manufacturers (OEMs). The Company also manufactures keyboards for personal computers, terminals, and workstations primarily in standard
+layouts that can be sold directly from inventory on hand. 
+BACKGROUND
+Historically, Key Tronic was a manufacturer of only electronic keyboards,
+but about five years ago, after assessing its strengths and capabilities, the Company’s focus was shifted to electronic manufacturing services (EMS). Presently, Key Tronic is known as an independent provider of a mix of EMS services for OEMs.
+The Company’s manufacturing capabilities include tool making, precision molding, prototype design, liquid plastic injection molding, printed circuit board assembly (both through-hole and surface-mount), and full box build. 
+Operations are currently conducted in facilities in the United States, China, Ireland and
+Mexico. This global production capability provides customers with benefits of improved supply-chain management, reduced inventory, lower transportation costs and reduced product fulfillment time. 
+The EMS industry is comprised of companies that provide a range of manufacturing services for
+OEMs. The EMS industry has experienced rapid growth over the past several years as more OEMs shift to external manufacturing, and it is expected to continue in this growth pattern for several years. 
+CUSTOMERS AND MARKETING 
+OEM MARKETS 
+The Company provides manufacturing services for outsourced OEM products. Key Tronic is capable of providing a mix of EMS services including product design, tool making,
+precision molding, prototype design, liquid plastic injection molding, printed circuit board assembly, full box builds, and printing screened silver flexible circuit membranes. The percentage of revenues from EMS services for the fiscal years ended
+June 28, 2003, June 29, 2002, and June 30, 2001 were 88.6%, 89.4%, and 76.2%, respectively. Sales of such products are generally not seasonal in nature. 
+Clorox accounted for 31% of consolidated revenue in fiscal year 2003 compared to 39% in fiscal year 2002. Hewlett Packard accounted for approximately 8%, 10%, and 39% of
+the Company’s consolidated revenues in fiscal years 2003, 2002, and 2001, respectively. Lexmark accounted for 8%, 13%, and 27% of consolidated revenues in fiscal years 2003, 2002, and 2001, respectively. No other customers accounted for 10% or
+more of consolidated revenues in the three fiscal years presented. In the fiscal years ended June 28, 2003, June 29, 2002, and June 30, 2001, the five largest customers, including Clorox, Hewlett Packard, and Lexmark, accounted for 63%, 76%, and 81%
+of total sales, respectively. 
+3 
+Table of Contents 
+Although keyboard manufacturing is still included in the Company’s product offerings, annual sales continue to
+decline. During the fiscal years ended June 28, 2003, June 29, 2002, and June 30, 2001, the Company realized revenues of approximately $14.6 million, $18.3 million, and $38.6 million, respectively, from the sale of keyboards representing
+approximately 11.1%, 10.4%, and 23.3% of consolidated revenues. The keyboard market has continued to trend toward standard keyboard layouts. In order to accommodate the demand for standard products, the Company maintains a purchase-from-stock
+program. The most popular standard layouts are built and stocked for immediate availability. These products serve as enhancements to or replacements for the original system-supplied keyboards. Keyboard sales can increase somewhat during the last
+half of each calendar year in conjunction with the holiday season, but generally sales of these products are not seasonal in nature. 
+The Company markets its products and services primarily through its direct sales organization aided by strategically located field sales people and distributors. Although
+the Company established relationships with several independent sales organizations to assist in marketing the Company’s EMS product lines in the U.S., commissions earned and paid during fiscal year 2003 were insignificant. 
+MANUFACTURING 
+Since inception, the Company has made substantial investments in developing and expanding its now extensive capital equipment base to
+achieve selective vertical integration in its manufacturing processes. The Company designs and develops tooling for injection molding machines and manufactures the majority of plastic parts used in the products it manufactures. Additionally, the
+Company has invested in equipment to produce printed screened silver flexible circuit membranes. 
+The Company’s automated manufacturing processes enable it to work closely with its customers during design and prototype stages of production for new custom products and to jointly increase productivity and
+reduce response time to the marketplace. Key Tronic uses computer-aided design techniques and unique software to assist in preparation of the tool design layout and tool fabrications, to reduce tooling costs, improve component and product quality
+and enhance turnaround time during product development. 
+Key Tronic uses a
+variety of manual and highly automated assembly processes in its facilities, depending upon product complexity and degree of customization. Automated processes include component insertion, surface-mount technology, flexible robotic assembly,
+computerized vision system quality inspection, automated switch and keytop installation, and automated functional testing. 
+The Company purchases materials and components for its products from many different suppliers both domestic and international. Key Tronic develops close working
+relationships with its suppliers, many of whom have been supplying products to the Company for several years. 
+FOREIGN MARKETS 
+Information concerning
+geographic areas for the years ended June 28, 2003, June 29, 2002, and June 30, 2001 is summarized in the following table. 
+(in thousands) 
+Domestic 
+Exports 
+U.S. 
+Operations 
+Mexico 
+Operations 
+Europe 
+Operations 
+Far East 
+Operations 
+Eliminations 
+Consolidated 
+2003 
+Net sales: 
+Unaffiliated customers 
+$ 
+11,940 
+$ 
+114,674 
+$ 
+— 
+$ 
+4,280 
+$ 
+— 
+$ 
+— 
+$ 
+130,894 
+Affiliates 
+$ 
+2,248 
+$ 
+— 
+$ 
+27,864 
+$ 
+18 
+$ 
+17,232 
+$ 
+(47,362 
+) 
+$ 
+— 
+Total 
+$ 
+14,188 
+$ 
+114,674 
+$ 
+27,864 
+$ 
+4,298 
+$ 
+17,232 
+$ 
+(47,362 
+) 
+$ 
+130,894 
+Income (loss) before income taxes 
+$ 
+— 
+$ 
+11,110 
+$ 
+2,304 
+$ 
+(21 
+) 
+$ 
+716 
+$ 
+(100 
+) 
+$ 
+14,009 
+Total assets 
+$ 
+— 
+$ 
+46,439 
+$ 
+8,533 
+$ 
+3,134 
+$ 
+6,806 
+$ 
+(5,787 
+) 
+$ 
+59,125 
+4 
+Table of Contents 
+(in thousands) 
+Domestic 
+Exports 
+U.S. 
+Operations 
+Mexico 
+Operations 
+Europe 
+Operations 
+Far East 
+Operations 
+Eliminations 
+Consolidated 
+2002 
+Net sales: 
+Unaffiliated customers 
+$ 
+26,888 
+$ 
+143,324 
+$ 
+— 
+$ 
+5,291 
+$ 
+88 
+$ 
+— 
+$ 
+175,591 
+Affiliates 
+$ 
+— 
+$ 
+3,187 
+$ 
+40,438 
+$ 
+(60 
+) 
+$ 
+19,037 
+$ 
+(62,602 
+) 
+$ 
+— 
+Total 
+$ 
+26,888 
+$ 
+146,511 
+$ 
+40,438 
+$ 
+5,231 
+$ 
+19,125 
+$ 
+(62,602 
+) 
+$ 
+175,591 
+Income (loss) before income taxes 
+$ 
+— 
+$ 
+(22,242 
+) 
+$ 
+2,023 
+$ 
+(885 
+) 
+$ 
+948 
+$ 
+210 
+$ 
+(19,946 
+) 
+Total assets 
+$ 
+— 
+$ 
+38,940 
+$ 
+14,658 
+$ 
+3,161 
+$ 
+9,511 
+$ 
+(8,831 
+) 
+$ 
+57,439 
+2001 
+Net sales: 
+Unaffiliated customers 
+$ 
+77,842 
+$ 
+76,950 
+$ 
+— 
+$ 
+9,617 
+$ 
+1,456 
+$ 
+— 
+$ 
+165,865 
+Affiliates 
+$ 
+— 
+$ 
+6,355 
+$ 
+41,829 
+$ 
+12 
+$ 
+22,312 
+$ 
+(70,508 
+) 
+$ 
+— 
+Total 
+$ 
+77,842 
+$ 
+83,305 
+$ 
+41,829 
+$ 
+9,629 
+$ 
+23,768 
+$ 
+(70,508 
+) 
+$ 
+165,865 
+Income (loss) before income taxes 
+$ 
+— 
+$ 
+(14,714 
+) 
+$ 
+2,955 
+$ 
+(978 
+) 
+$ 
+1,865 
+$ 
+142 
+$ 
+(10,730 
+) 
+Total assets 
+$ 
+— 
+$ 
+68,394 
+$ 
+20,703 
+$ 
+5,879 
+$ 
+8,056 
+$ 
+(28,661 
+) 
+$ 
+74,371 
+Foreign sales from worldwide
+operations, including domestic exports, were $16.2 million in fiscal year 2003 compared to $32.3 million and $88.9 million in fiscal years 2002 and 2001, respectively. Foreign sales were 12.4% of net sales in fiscal 2003 compared to 18.4% and 53.6%
+in fiscal years 2002 and 2001, respectively. The decrease in foreign sales for fiscal year 2003 is primarily the result of declining sales to the foreign subsidiaries of one EMS customer. Sales from Key Tronic Europe, Ltd. represented approximately
+3.3% of consolidated sales to external customers in fiscal year 2003 compared to 3.0% and 5.8% in fiscal years 2002 and 2001, respectively. Although the Company hopes to expand its EMS business to include the European market, sales within Europe at
+the present time are primarily for electronic keyboards. Key Tronic Computer Peripheral Co., Ltd., the Company’s subsidiary in Shanghai, China, did not have any local sales in fiscal year 2003. In fiscal years 2002 and 2001, local sales from
+this subsidiary were $88,000 and $1.5 million, respectively. The decrease in sales to local Chinese customers is also the result of lower purchases from the same EMS customer as previously discussed. 
+For additional financial information about foreign operations, see Note 9 to the Consolidated
+Financial Statements. 
+BACKLOG 
+At August 2, 2003, the Company had an order backlog of approximately $34.9 million. This
+compares with a backlog of approximately $24.6 million at August 3, 2002. Order backlog is not necessarily indicative of future sales. Order backlog consists of purchase orders received for products expected to be shipped approximately within the
+next fiscal year, although shipment dates are subject to change due to design modifications or other customer requirements. 
+RESEARCH, DEVELOPMENT, AND ENGINEERING 
+The Company’s research, development, and engineering expenses (RD&E) were $2.9 million, $2.6 million, and $2.7 million in fiscal years 2003, 2002, and 2001,
+respectively. Research, development and engineering expenses as a percentage of sales were 2.2%, 1.5%, and 1.6% in fiscal years 2003, 2002, and 2001, respectively. The slight increase in RD&E expenses in fiscal year 2003 was due primarily to
+reinstated employee wages and merit increases that were under a 10% pay reduction in fiscal year 2002, and a reduction in rebillable engineering services. 
+COMPETITION 
+The Company believes that its principal competitors in the EMS market are divided into three tiers, the first tier includes such companies as Solectron, Celestica and Flextronics. The second tier has several companies
+with smaller market capitalization such as Plexus, Pemstar and Suntron. The Company believes they are positioned in the third tier, which includes SMTC, Nortech, and IEC Electronics. The principal methods of competition are price, quality, and the
+range of services offered. 
+5 
+Table of Contents 
+TRADEMARKS AND PATENTS 
+The Company owns several keyboard patents; however, since the Company’s focus is now electronic manufacturing services, management believes that these patents
+will not have a significant impact on future revenues. The Key Tronic name and logo are federally registered trademarks, and the Company believes they are valuable assets in its business. In fiscal year 2001, Key Tronic began operating under the
+trade name “KeyTronicEMS” to better represent its primary business concentration. 
+EMPLOYEES 
+As of June 28, 2003, the
+Company had approximately 2,687 employees compared to 1,995 on June 29, 2002. The increase in employees is due primarily to additional production workers hired in the Company’s Juarez facility to ramp-up for more labor intensive customer
+programs. The Company’s employees in Ireland and Reynosa are represented by local unions. The Company has never experienced any material interruption of production due to labor disputes. 
+The Company’s employee benefit program includes bonus programs involving periodic
+payments to all employees based on quarterly or fiscal year before-tax income. The Company maintains a 401(k) plan for U.S. employees, which provides a matching company contribution on a portion of the employee’s contribution, and also provides
+group health, life, and disability insurance plans. The Company also maintains stock option plans for certain employees and outside directors.

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+Item 13: 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Information appearing under the caption “Certain Relationships and Transaction” and “Compensation Committee Interlocks and Insider Participation” in
+the Company’s 2003 Proxy Statement is incorporated herein by this reference. 
+37 
+Table of Contents

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+Item 9A: 
+CONTROLS AND PROCEDURES 
+a) 
+An evaluation was performed under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the
+design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Company’s
+disclosure controls and procedures were effective. 
+b) 
+There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the
+Company carried out the evaluation. 
+34 
+Table of Contents 
+PART III

raw/filings/0000719733/2003/0001193125-03-051450/rpt_disclosure.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+See Compensation Committee Interlocks and Insider Participation in Compensation Decisions, page 10. 
+In October 2002, the Board of Directors approved retention bonus plans for Messrs. Oehlke, Gates and Klawitter. Under the retention bonus plan, Mr. Oehlke became eligible
+to receive retention bonus payments in August of 2003, 2004 and 2005, if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts under Mr. Oehlke’s retention bonus plan are
+$211,250 for 2003, $243,750 for 2004 and $276,250 for 2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Oehlke pursuant to any Company incentive plans during the fiscal year immediately
+preceding the retention bonus payment date. 
+Under the retention bonus plan,
+Mr. Gates became eligible to receive on the payment date retention bonus payments in August of 2003, 2004 and 2005 if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts
+under Mr. Gates retention bonus plan are $119,000 for 2003, $142,800 for 2004 and $166,600 for 2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Gates pursuant to any Company incentive
+plans during the fiscal year immediately preceding the retention bonus payment date. 
+13 
+Under the retention bonus plan, Mr. Klawitter became eligible to receive retention bonus payments in August of 2003, 2004
+and 2005 if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts under Mr. Klawitter’s retention bonus plan are $119,000 for 2003, $142,800 for 2004 and $166,600 for
+2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Klawitter pursuant to any Company incentive plans during the fiscal year immediately preceding the retention bonus payment date.

raw/filings/0000719733/2004/0001193125-04-157946/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000719733,KTCC,KEY TRONIC CORP,10-K,2004-09-17,2004-07-03,2004-09-17T15:04:06.000Z,0001193125-04-157946,d10k.htm,"FOR THE FISCAL YEAR ENDED JULY 3, 2004",828965,0,0,https://www.sec.gov/Archives/edgar/data/719733/000119312504157946/d10k.htm,https://www.sec.gov/Archives/edgar/data/719733/000119312504157946/,2004,2004,1

raw/filings/0000719733/2004/0001193125-04-157946/item1.txt

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+Item 1. BUSINESS 
+Overview 
+Key Tronic Corporation (dba KeyTronicEMS Co.), a Washington corporation organized in 1969,
+and its subsidiaries (hereinafter collectively called the “Company”, “Key Tronic”, or “we” unless the context otherwise requires) are principally engaged in electronic manufacturing services (EMS) and consumer related
+products manufacturing for original equipment manufacturers (OEMs). The Company also manufactures keyboards and other input devices for personal computers, terminals, and workstations primarily in standard layouts that can be sold directly from
+inventory on hand. 
+Presently, Key Tronic is known as an independent provider
+of product realization services for OEMs in a variety of industries. Historically, Key Tronic was principally a manufacturer of electronic keyboards, but after assessing its strengths and capabilities, the Company shifted its focus to electronic
+manufacturing services (EMS). 
+Operations are currently conducted in facilities
+in the United States, China, Mexico, and Ireland. The Company’s global production capability provides customers with benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs and reduced
+product fulfillment time. 
+The EMS industry is comprised of companies that
+provide a range of manufacturing services for OEMs. The EMS industry has experienced rapid growth over the past several years as more OEMs shift to outsourcing manufacturing, and this trend is expected to continue in the future. 
+Marketing 
+The Company provides manufacturing services for outsourced OEM products. Key Tronic provides a mix of EMS services including: product
+design, surface mount technologies (SMT) for printed circuit assembly, tool making, precision molding, liquid plastic injection molding, prototype design, full box builds, and printing screened silver flexible circuit membranes. 
+The percentage of revenues from EMS services for the fiscal years ended July 3, 2004, June
+28, 2003, and June 29, 2002 were 91.1%, 88.6%, and 89.4%, respectively. Sales of such products have historically not been seasonal in nature, but may be seasonal in the future, due to changes in the types of products manufactured. 
+The following customers accounted for 10% or more of consolidated revenues in the three
+fiscal years presented below: 
+Fiscal Year 
+2004 
+2003 
+2002 
+The Clorox Company 
+16 
+% 
+31 
+% 
+39 
+% 
+Lexmark International, Inc. 
+14 
+% 
+8 
+% 
+18 
+% 
+Zebra Technologies Corporation 
+12 
+% 
+8 
+% 
+0 
+% 
+Transaction Printer Group, Inc. 
+10 
+% 
+9 
+% 
+10 
+% 
+Hewlett-Packard Company 
+1 
+% 
+8 
+% 
+13 
+% 
+For the fiscal years ended July 3,
+2004, June 28, 2003, and June 29, 2002, the five largest customers in each year accounted for 58%, 64%, and 85% of total sales, respectively. 
+3 
+Table of Contents 
+Although keyboard manufacturing is still included in the Company’s product offerings, annual keyboard sales continue
+to decline. During the fiscal years ended July 3, 2004, June 28, 2003, and June 29, 2002, the Company realized revenues of approximately $12.9 million, $14.6 million, and $18.3 million, respectively, from the sale of keyboards representing
+approximately 8.7%, 11.1%, and 10.4% of consolidated revenues. The keyboard market has continued to trend toward standard keyboard layouts. In order to accommodate the demand for standard products, the Company maintains a purchase-from-stock
+program. The most popular standard layouts are built and stocked for immediate availability. These products serve as enhancements to or replacements for the original system-supplied keyboards. 
+The Company markets its products and services primarily through its direct sales department
+aided by strategically located field sales people and distributors. Although the Company established relationships with several independent sales organizations to assist in marketing the Company’s EMS product lines in the U.S., commissions
+earned and paid are insignificant. 
+Manufacturing 
+Since inception, the Company has made substantial investments in developing and expanding an
+extensive capital equipment base to achieve selective vertical integration in its manufacturing processes. The Company has invested significant capital into surface mount technologies (SMT) for high volume manufacturing of complex printed circuit
+board assemblies. The Company designs and develops tooling for injection molding machines and manufactures the majority of plastic parts used in the products it manufactures. Additionally, the Company has invested in equipment to produce printed
+flexible circuit membranes. 
+Key Tronic uses a variety of manual and highly
+automated assembly processes in its facilities, depending upon product complexity and degree of customization. Automated processes include component insertion, SMT, flexible robotic assembly, computerized vision system quality inspection, automated
+switch and keytop installation, and automated functional testing. 
+The
+Company’s automated manufacturing processes enable it to work closely with its customers during the design and prototype stages of production and to jointly increase productivity and reduce response time to the marketplace. Key Tronic uses
+computer-aided design techniques and unique software to assist in preparation of the tool design layout and tool fabrications, to reduce tooling costs, improve component and product quality, and enhance turnaround time during product development.
+The Company purchases materials and components for its products from many
+different suppliers both domestic and international. Key Tronic develops close working relationships with its suppliers, many of whom have been supplying products to the Company for several years. 
+Foreign Markets 
+Information concerning net sales and long-lived assets (property, plant, and equipment) by geographic areas as of and for the years ended
+July 3, 2004, June 28, 2003, and June 29, 2002 is summarized in the following table. Net sales provided below are based on the shipping destination. 
+Domestic (U.S.) 
+Foreign 
+Total 
+(in thousands) 
+2004 
+Net sales 
+$ 
+134,413 
+$ 
+14,488 
+$ 
+148,901 
+Long-lived assets 
+$ 
+10,153 
+$ 
+978 
+$ 
+11,131 
+2003 
+Net sales 
+$ 
+114,674 
+$ 
+16,220 
+$ 
+130,894 
+Long-lived assets 
+$ 
+10,974 
+$ 
+1,008 
+$ 
+11,982 
+2002 
+Net sales 
+$ 
+143,324 
+$ 
+32,267 
+$ 
+175,591 
+Long-lived assets 
+$ 
+11,429 
+$ 
+803 
+$ 
+12,232 
+For the year ended July 3, 2004, 44.5%
+of the Company’s foreign net sales were to customers in Mexico, 29.7% were to customers in Europe, 20.1% were to customers in Canada, and the remaining 5.7% were spread among customers in Asia and South America. 
+For the year ended June 28, 2003, 71.7% of the Company’s foreign net sales were to
+customers in the Far East, 14.6% were to customers in Mexico, 10.0% were to customers in Europe, and the remaining 3.7% were spread among customers in Canada and South America. 
+4 
+Table of Contents 
+For the year ended June 29, 2002, 45.4% of the Company’s foreign net sales were sold to customers in Mexico, 44.3%
+were to customers in the Far East, 6.6% were to customers in Europe, and the remaining 3.7% were spread among customers in Canada and South America. 
+Backlog 
+At August 1, 2004, the Company had an order backlog of approximately $68.1 million. This compares with a backlog of approximately $34.9 million at August 2, 2003. Order backlog is not necessarily indicative of future
+sales but can be indicative of trends in expected future sales revenue. Order backlog consists of purchase orders received for products expected to be shipped approximately within the next fiscal year, although shipment dates are subject to change
+due to design modifications, customer forecast changes, or other customer requirements. 
+Research, Development, and Engineering 
+Research and
+development and engineering (RD&E) expenses consist principally of employee related costs, third party development costs, program materials, depreciation and allocated information technology and facilities costs. The Company’s RD&E
+expenses were $2.6 million, $2.9 million, and $2.6 million in fiscal years 2004, 2003, and 2002, respectively. In fiscal years 2004, 2003, and 2002, the Company focused most of its RD&E efforts on current customer EMS programs. The higher cost
+in fiscal year 2003 compared to fiscal years 2004 and 2002 is due primarily to a 10% pay reduction during most of fiscal years 2004 and 2002. Part of the increase in 2003 was due to a decrease in the amounts charged to the Company’s customers.
+Competition 
+The market for the products and services the Company provides is highly competitive. There
+are numerous competitors in the EMS industry, many of which have substantially more resources and are more geographically diverse. Key Tronic competes primarily on the basis of responsiveness, creativity, vertical production capability, quality, and
+price. 
+Trademarks and Patents 
+The Company owns several keyboard patents; however, since the Company’s current focus
+is electronic manufacturing services, management believes that these patents will not have a significant impact on future revenues. The Key Tronic name and logo are federally registered trademarks, and the Company believes they are valuable assets
+of its business. During 2001, Key Tronic began operating under the trade name “KeyTronicEMS Co.” to better identify its primary business concentration. 
+Employees 
+As of July 3, 2004, the Company had approximately 2,847 employees compared to 2,687 on June 28, 2003 and 1,995 on June 29, 2002. The increase in employees is due
+primarily to additional production workers hired in the Company’s Juarez facility to ramp-up for more labor intensive customer programs. The Company can have significant fluctuations in product demand. The Company seeks to maintain flexibility
+in its workforce by utilizing skilled temporary and short-term contract labor in its manufacturing facilities in addition to full-time employees. The Company’s employees in Reynosa, Mexico, are represented by local unions. The Company has no
+history of any material interruption of production due to labor disputes. 
+The
+Company considers its employees its primary strength and makes considerable efforts to maintain a well-qualified staff. The Company’s employee benefits include bonus programs involving periodic payments to all employees based on meeting
+quarterly or fiscal year before-tax income targets. The Company maintains a 401(k) plan for U.S. employees, which provides a matching company contribution of up to 4% on a portion of the employee’s contribution, and also provides group health,
+life, and disability insurance plans. The Company also maintains stock option plans for certain employees and outside directors. 
+5 
+Table of Contents

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+Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Information appearing under the caption “Certain Relationships and Transaction” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2004 Proxy Statement is incorporated herein by this
+reference.

raw/filings/0000719733/2004/0001193125-04-157946/item9a.txt

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+Item 9A: CONTROLS AND PROCEDURES 
+a) 
+As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s chief executive
+officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the chief executive officer and chief
+financial officer concluded that the Company’s disclosure controls and procedures are effective. 
+b) 
+There have been no changes in the Company’s internal controls over financial reporting during the quarter ended July 3, 2004 that have materially affected, or are reasonable
+likely to materially affect, the Company’s internal control over financial reporting.

raw/filings/0000719733/2004/0001193125-04-157946/rpt_disclosure.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+See Compensation Committee Interlocks and Insider Participation in Compensation Decisions, page 10. 
+In October 2002, the Board of Directors approved retention bonus plans for Messrs. Oehlke, Gates and Klawitter. Under the retention bonus plan, Mr. Oehlke became eligible
+to receive retention bonus payments in August of 2003, 2004 and 2005, if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts under Mr. Oehlke’s retention bonus plan are
+$211,250 for 2003, $243,750 for 2004 and $276,250 for 2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Oehlke pursuant to any Company incentive plans during the fiscal year immediately
+preceding the retention bonus payment date. 
+Under the retention bonus plan,
+Mr. Gates became eligible to receive on the payment date retention bonus payments in August of 2003, 2004 and 2005 if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts
+under Mr. Gates retention bonus plan are $119,000 for 2003, $142,800 for 2004 and $166,600 for 2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Gates pursuant to any Company incentive
+plans during the fiscal year immediately preceding the retention bonus payment date. 
+13 
+Under the retention bonus plan, Mr. Klawitter became eligible to receive retention bonus payments in August of 2003, 2004
+and 2005 if he is employed by the Company on the payment date or has been terminated by the Company without cause. Maximum payment amounts under Mr. Klawitter’s retention bonus plan are $119,000 for 2003, $142,800 for 2004 and $166,600 for
+2005. The maximum retention bonus payment in each year is reduced by the amount of any payments earned by Mr. Klawitter pursuant to any Company incentive plans during the fiscal year immediately preceding the retention bonus payment date.

raw/filings/0000719733/2005/0001193125-05-188169/filing_metadata.csv

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raw/filings/0000719733/2005/0001193125-05-188169/item1.txt

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+Item 1. BUSINESS 
+Overview 
+Key Tronic Corporation (dba KeyTronicEMS Co.), a Washington corporation organized in 1969,
+and its subsidiaries (hereinafter collectively called the “Company”, “Key Tronic”, or “we” unless the context otherwise requires) are principally engaged in electronic manufacturing services (EMS) and consumer related
+products manufacturing for original equipment manufacturers (OEMs). The Company also manufactures keyboards and other input devices for personal computers, terminals, and workstations primarily in standard layouts that can be sold directly from
+inventory on hand. 
+Key Tronic is now known as an independent provider of
+product realization services for OEMs in a variety of industries. Historically, Key Tronic was principally a manufacturer of electronic keyboards, but after assessing market conditions and the Company’s strengths and capabilities, the Company
+shifted its focus to EMS. The EMS industry is comprised of companies that provide a range of manufacturing services for OEMs. The EMS industry has experienced rapid growth over the past several years as more OEMs shift to outsourcing manufacturing,
+and this trend is expected to continue in the future. 
+Operations are currently
+conducted in facilities in the United States, Mexico and China. The Company’s global production capability provides customers with benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs
+and reduced product fulfillment time. 
+Marketing 
+The Company provides manufacturing services for outsourced OEM products. Key Tronic provides
+a mix of EMS services including: product design, surface mount technologies (SMT) for printed circuit board assembly, tool making, precision plastic molding, liquid injection molding, prototype design, full product builds, and printing screened
+silver flexible circuit membranes. 
+The percentage of revenues from EMS
+services for the fiscal years ended July 2, 2005, July 3, 2004, and June 28, 2003 were 95.0%, 91.0% and 87.0%, respectively. Sales of such products have historically not been seasonal in nature, but may be seasonal in the future, if there are
+changes in the types of products manufactured. 
+Although keyboard manufacturing
+is still included in the Company’s product offerings, annual keyboard sales continue to decline. During the fiscal years ended July 2, 2005, July 3, 2004, and June 28, 2003, the Company realized revenues of approximately $10.1 million, $13.4
+million and $17.0 million, respectively, from the sale of keyboards representing approximately 5.0%, 9.0% and 13.0% of consolidated revenues. The keyboard market has continued to trend toward standard keyboard layouts. In order to accommodate the
+demand for standard products, the Company maintains a purchase-from-stock program. The most popular standard layouts are built and stocked for immediate availability. These products serve as enhancements to or replacements for the original
+system-supplied keyboards. 
+The Company markets its products and services
+primarily through its direct sales department aided by strategically located field sales people and distributors. Although the Company establishes relationships with several independent sales organizations to assist in marketing the Company’s
+EMS product lines in the U.S., commissions earned and paid are insignificant. 
+3 
+Table of Contents 
+The following customers accounted for 10% or more of consolidated revenues in the three fiscal years presented below:
+Fiscal Year 
+2005 
+2004 
+2003 
+Lexmark International, Inc. 
+19 
+% 
+14 
+% 
+8 
+% 
+Zebra Technologies Corporation 
+19 
+% 
+12 
+% 
+8 
+% 
+International Game Technology, Inc. 
+14 
+% 
+4 
+% 
+0 
+% 
+Transaction Printer Group, Inc. 
+9 
+% 
+10 
+% 
+9 
+% 
+The Clorox Company 
+8 
+% 
+16 
+% 
+31 
+% 
+For the fiscal years ended July 2,
+2005, July 3, 2004, and June 28, 2003, the five largest customers in each year accounted for 68%, 58% and 64% of total sales, respectively. 
+Manufacturing 
+Since inception, the Company has made substantial investments in developing and expanding a capital equipment base to achieve selective vertical integration and efficiencies in its manufacturing processes. The Company
+has invested significant capital into surface mount technologies (SMT) for high volume manufacturing of complex printed circuit board assemblies. The Company designs and develops tooling for injection molding and manufactures the majority of plastic
+parts used in the products it manufactures. Additionally, the Company has equipment to produce printed flexible circuit membranes. 
+Key Tronic uses a variety of manual and highly automated assembly processes in its facilities, depending upon product complexity and degree of customization. Automated
+processes include component insertion, SMT, flexible robotic assembly, computerized vision system quality inspection, automated switch and keytop installation, and automated functional testing. 
+The Company’s automated manufacturing processes enable it to work closely with its
+customers during the design and prototype stages of production and to jointly increase productivity and reduce response time to the marketplace. Key Tronic uses computer-aided design techniques and unique software to assist in preparation of the
+tool design layout and tool fabrications, to reduce tooling costs, improve component and product quality, and enhance turnaround time during product development. 
+The Company purchases materials and components for its products from many different suppliers both domestic and international. Key Tronic
+develops close working relationships with its suppliers, many of whom have been supplying products to the Company for several years. 
+Backlog 
+At July 30, 2005, the Company had an order backlog of approximately $63.4 million. This compares with a backlog of approximately $68.1 million at August 1, 2004. Order backlog is not necessarily indicative of future
+sales but can be indicative of trends in expected future sales revenue. Order backlog consists of purchase orders received for products expected to be shipped approximately within the next twelve months, although shipment dates are subject to change
+due to design modifications, customer forecast changes, or other customer requirements. 
+Research, Development, and Engineering 
+Research, development,
+and engineering (RD&E) expenses consist principally of employee related costs, third party development costs, program materials costs, depreciation and allocated information technology and facilities costs. The Company’s RD&E expenses
+were $2.9 million, $2.6 million and $2.9 million in fiscal years 2005, 2004, and 2003, respectively. In each of these years, the Company focused most of its RD&E efforts on current customer EMS programs. The lower cost in fiscal year 2004
+compared to fiscal years 2005 and 2003 is due primarily to a 10% pay reduction during part of fiscal year 2004. 
+Competition 
+The market for the products and services the Company provides is highly competitive. There are numerous competitors in the EMS industry, many of which have substantially more resources and are more geographically
+diverse. Key Tronic competes primarily on the basis of responsiveness, creativity, vertical production capability, quality, and price. 
+Trademarks and Patents 
+The Key Tronic name and logo are federally registered trademarks, and the Company believes they are valuable assets of its business. During 2001, Key Tronic began operating under the trade name “KeyTronicEMS
+Co.” to better identify its primary business concentration. The Company also owns several keyboard patents; however, since the Company’s focus is EMS, management believes that these patents will not have a significant impact on future
+revenues. 
+4 
+Table of Contents 
+Employees 
+As of July 2, 2005, the Company had 2,849 employees compared to 2,847 on July 3, 2004 and 2,687 on June 28, 2003. Since the Company can have significant fluctuations in
+product demand, it seeks to maintain flexibility in its workforce by utilizing skilled temporary and short-term contract labor in its manufacturing facilities in addition to full-time employees. The Company’s employees in Reynosa, Mexico, are
+represented by a local union. The Company has no history of any material interruption of production due to labor disputes. 
+The Company considers its employees its primary strength and makes considerable efforts to maintain a well-qualified staff. The Company’s employee benefits include
+bonus programs involving periodic payments to all employees based on meeting quarterly or fiscal year before-tax income targets. The Company maintains a 401(k) plan for U.S. employees, which provides a matching company contribution of up to 4% of an
+employee’s salary, and also provides group health, life, and disability insurance plans. The Company also maintains stock option plans and other long term incentive plans for certain employees and outside directors. 
+Foreign Markets 
+Information concerning net sales and long-lived assets (property, plant, and equipment) by geographic areas is set forth in footnote 9 of
+the consolidated financial statements of this Annual Report on Form 10-K, under the caption “Enterprise-Wide Disclosures”, and that information is incorporated herein by reference. 
+5 
+Table of Contents

raw/filings/0000719733/2005/0001193125-05-188169/item13.txt

@@ -0,0 +1,3 @@
+Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Information appearing under the caption “Certain Relationships and Transaction” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2005 Proxy Statement is incorporated herein by this
+reference.

raw/filings/0000719733/2005/0001193125-05-188169/item9a.txt

@@ -0,0 +1,8 @@
+Item 9A: CONTROLS AND PROCEDURES 
+a) 
+As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s chief executive
+officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the chief executive officer and chief
+financial officer concluded that the Company’s disclosure controls and procedures are effective. 
+b) 
+There have been no changes in the Company’s internal controls over financial reporting during the quarter ended July 2, 2005 that have materially affected, or are reasonable
+likely to materially affect, the Company’s internal control over financial reporting.

raw/filings/0000719733/2005/0001193125-05-188169/rpt_disclosure.txt

@@ -0,0 +1,13 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+See Compensation Committee Interlocks and Insider Participation in Compensation Decisions,
+page 10. 
+In October 2002, the Board of Directors approved retention bonus
+plans for Messrs. Oehlke, Gates and Klawitter. Under the retention bonus plan, Mr. Oehlke became eligible to receive retention bonus payments in August of 2003, 2004 and 2005, if he was employed by the Company on the payment date or had been
+terminated by the Company without cause. Maximum payment amounts under Mr. Oehlke’s retention bonus plan were $211,250 for 2003, $243,750 for 2004 and $276,250 for 2005. The maximum retention bonus payment in each year was reduced by the amount
+of any payments earned by Mr. Oehlke pursuant to any Company incentive plans during the fiscal year immediately preceding the retention bonus payment date. 
+Under the retention bonus plan, Mr. Gates became eligible to receive retention bonus payments in August of 2003, 2004 and 2005 if he was employed by the Company on the
+payment date or had been terminated by the Company without cause. Maximum payment amounts under Mr. Gates retention bonus plan were $119,000 for 2003, $142,800 for 2004 and $166,600 for 2005. The maximum retention bonus payment in each year was
+reduced by the amount of any payments earned by Mr. Gates pursuant to any Company incentive plans during the fiscal year immediately preceding the retention bonus payment date. 
+Under the retention bonus plan, Mr. Klawitter became eligible to receive retention bonus payments in August of 2003, 2004 and 2005 if he was
+employed by the Company on the payment date or had been terminated by the Company without cause. Maximum payment amounts under Mr. Klawitter’s retention bonus plan were $119,000 for 2003, $142,800 for 2004 and $166,600 for 2005. The maximum
+retention bonus payment in each year was reduced by the amount of any payments earned by Mr. Klawitter pursuant to any Company incentive plans during the fiscal year immediately preceding the retention bonus payment date.

raw/filings/0000719733/2007/0001193125-07-201905/filing_metadata.csv

@@ -0,0 +1,2 @@
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+0000719733,KTCC,KEY TRONIC CORP,10-K,2007-09-17,2007-06-30,2007-09-17T15:05:50.000Z,0001193125-07-201905,d10k.htm,FORM 10-K,735485,0,0,https://www.sec.gov/Archives/edgar/data/719733/000119312507201905/d10k.htm,https://www.sec.gov/Archives/edgar/data/719733/000119312507201905/,2007,2007,1

raw/filings/0000719733/2007/0001193125-07-201905/item1.txt

@@ -0,0 +1,100 @@
+Item 1. 
+BUSINESS 
+Overview 
+Key Tronic Corporation (dba KeyTronicEMS Co.), a Washington corporation organized in 1969, and its subsidiaries (hereinafter collectively called the “Company”,
+“Key Tronic”, or “we” unless the context otherwise requires) are principally engaged in electronic manufacturing services (EMS) and consumer related products manufacturing for original equipment manufacturers (OEMs). The Company
+also manufactures keyboards and other input devices for personal computers primarily in standard layouts that can be sold directly from inventory on hand. 
+Key Tronic is known as an independent provider of product realization services for OEMs in a variety of industries. Historically, Key Tronic was principally a manufacturer of electronic keyboards, but after assessing market conditions and
+the Company’s strengths and capabilities, approximately eight years ago the Company shifted its strategy to focus on EMS. The EMS industry is comprised of companies that provide a range of manufacturing services for OEMs. The EMS industry has
+experienced growth over the past several years as more OEMs look to outsource manufacturing, and this trend is expected to continue in the future. 
+Operations are currently conducted in facilities in the United States, Mexico and China. The Company’s global production capability provides customers with benefits of improved supply-chain management, reduced inventory, lower labor
+costs, lower transportation costs and reduced product fulfillment time. 
+Marketing 
+The Company provides a mix of manufacturing services for outsourced OEM products. Key Tronic provides the following EMS services: product design, surface mount technologies (SMT) for printed circuit board assembly,
+tool making, precision plastic molding, liquid injection molding, automated tape winding, prototype design, full product builds, and printing screened silver flexible circuit membranes. 
+Revenues from EMS services for the fiscal years ended June 30, 2007, July 1, 2006, and July 2, 2005 were 97.2%, 96.4% and 95.0%, respectively. Sales of the majority of the Company’s products
+have historically not been seasonal in nature, but may be seasonal in the future, if there are changes in the types of products manufactured. Sales can however, fluctuate significantly between quarters from changes in customers’ demand due to
+the Company’s concentration in specific customers. 
+The following customers accounted for 10% or more of consolidated revenues in the three fiscal
+years presented below: 
+Fiscal Year 
+2007 
+2006 
+2005 
+Zebra Technologies Corporation 
+22 
+% 
+20 
+% 
+19 
+% 
+Lexmark International, Inc. 
+18 
+% 
+17 
+% 
+19 
+% 
+International Game Technology, Inc. 
+17 
+% 
+18 
+% 
+14 
+% 
+For the fiscal years ended June 30, 2007, July 1, 2006, and July 2, 2005, the five largest
+customers in each year accounted for 73%, 71% and 68% of total sales, respectively. The Company’s new customer program wins may dilute its concentration of revenue to its current top five customers in the future. 
+Although keyboard manufacturing is still included in the Company’s product offerings, annual keyboard sales continue to decline. During the fiscal years ended
+June 30, 2007, July 1, 2006, and July 2, 2005, the Company realized revenues of approximately $5.6 
+3 
+Table of Contents 
+million, $7.3 million and $10.1 million, respectively, from the sale of keyboards. In order to accommodate the demand for standard keyboard layouts, the
+Company maintains a purchase-from-stock program. The more popular standard layouts are built and stocked for immediate availability. 
+The Company markets
+its products and services primarily through its direct sales department aided by strategically located field sales people and distributors. Although the Company maintains relationships with several independent sales organizations to assist in
+marketing the Company’s EMS product lines, commissions earned and paid are not material to the consolidated financial statements. 
+Manufacturing
+Since inception, the Company has made substantial investments in developing and expanding a capital equipment base to achieve selective vertical
+integration and efficiencies in its manufacturing processes. The Company has invested significant capital into SMT for volume manufacturing of complex printed circuit board assemblies. The Company also designs and develops tooling for injection
+molding and manufactures the majority of plastic parts used in the products it manufactures. Additionally, the Company has equipment to produce printed flexible circuit membranes. 
+Key Tronic uses a variety of manual and highly automated assembly processes in its facilities, depending upon product complexity and degree of customization. Automated processes include component insertion, SMT,
+flexible robotic assembly, automated storage tape winding, computerized vision system quality inspection, automated switch and key top installation, and automated functional testing. 
+The Company’s automated manufacturing processes enable it to work closely with its customers during the design and prototype stages of production and to jointly increase productivity and reduce response time to
+the marketplace. Key Tronic uses computer-aided design techniques and unique software to assist in preparation of the tool design layout and tool fabrications, to reduce tooling costs, improve component and product quality, and enhance turnaround
+time during product development. 
+The Company purchases materials and components for its products from many different suppliers, including both domestic
+and international sources. Key Tronic develops close working relationships with its suppliers, many of whom have been supplying products to the Company for several years. 
+Research, Development, and Engineering 
+Research, development, and engineering (RD&E) expenses consist
+principally of employee related costs, third party development costs, program materials costs, depreciation and allocated information technology and facilities costs. The Company’s RD&E expenses were $3.2 million, $2.8 million and $2.9
+million in fiscal years 2007, 2006, and 2005, respectively. In each of these years, the Company focused most of its RD&E efforts on current customer EMS programs. The recent increase in RD&E during fiscal 2007 is related to the Company
+hiring additional program managers and engineers to transition and manage new customer program wins. 
+Competition 
+The market for the products and services the Company provides is highly competitive. There are numerous competitors in the EMS industry, many of which have substantially
+more resources and are more geographically diverse than Key Tronic. Key Tronic competes primarily on the basis of responsiveness, creativity, vertical production capability, quality, and price. 
+Trademarks and Patents 
+The Key Tronic name and logo are federally
+registered trademarks, and the Company believes they are valuable assets of its business. During 2001, Key Tronic began operating under the trade name “KeyTronicEMS Co.” to better identify its primary business concentration. The Company
+also owns several keyboard patents; however, since the Company’s focus is EMS, management believes that these patents will not have a significant impact on future revenues. 
+Employees 
+As of June 30, 2007, the Company had 2,227 employees compared to 2,840 on July 1, 2006 and 2,849
+on July 2, 2005. Since the Company can have significant fluctuations in product demand, it seeks to maintain flexibility in its workforce by utilizing skilled temporary and short-term contract labor in its manufacturing facilities in addition
+to full-time employees. The reduction in the number of employees at the end of fiscal 2007 was a result of a change in product mix that now requires less hand assembly and a reduction in forecasted sales revenue in the first quarter of 2008. The
+Company’s employees in Reynosa, Mexico, which represent 
+4 
+Table of Contents 
+approximately 10% of the Company’s employees, are represented by a local union. The Company has no history of any material interruption of production
+due to labor disputes. 
+The Company considers its employees its primary strength and makes considerable efforts to maintain a well-qualified staff. The
+Company’s employee benefits include bonus programs involving periodic payments to all employees based on meeting quarterly or fiscal year performance targets. The Company regularly provides transportation, medical services and meals to all of
+its employees in foreign locations. The Company maintains a 401(k) plan for U.S. employees, which provides a matching company contribution of up to 4% of an employee’s salary, and also provides group health, life, and disability insurance
+plans. The Company also maintains stock option plans and other long term incentive plans for certain employees and outside directors. 
+Backlog
+On July 28, 2007, the Company had an order backlog of approximately $34.1 million. This compares with a backlog of approximately $66.2 million on
+July 29, 2006. Order backlog is not necessarily indicative of future sales but can be indicative of trends in expected future sales revenue. The change in backlog at July 28, 2007, when compared to July 29, 2006, was in part due to
+the Company’s customers changing methods of issuing purchase orders to accommodate just-in-time inventory strategies. Order backlog consists of purchase orders received for products expected to be shipped approximately within the next twelve
+months, although shipment dates are subject to change due to design modifications, customer forecast changes, or other customer requirements. 
+Foreign
+Markets 
+Information concerning net sales and long-lived assets (property, plant, and equipment) by geographic areas is set forth in footnote 9 of the
+consolidated financial statements of this Annual Report on Form 10-K, under the caption “Enterprise-Wide Disclosures”, and that information is incorporated herein by reference.

raw/filings/0000719733/2007/0001193125-07-201905/item13.txt

@@ -0,0 +1,4 @@
+Item 13: 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+Information appearing under the caption “Related Person Transactions”, “Compensation Committee Interlocks and Insider Participation” and “Directors’ Independence” in the Company’s 2007 Proxy Statement
+is incorporated herein by this reference.

raw/filings/0000719733/2007/0001193125-07-201905/item9a.txt

@@ -0,0 +1,9 @@
+Item 9A: 
+CONTROLS AND PROCEDURES 
+a) 
+As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s chief executive
+officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the chief executive officer and chief
+financial officer concluded that the Company’s disclosure controls and procedures are effective. 
+b) 
+There have been no significant changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2007 that have materially affected, or
+are reasonable likely to materially affect, the Company’s internal control over financial reporting.

raw/filings/0000719733/2007/0001193125-07-201905/rpt_disclosure.txt

@@ -0,0 +1,19 @@
+Related Person Transactions 
+In April 2007, the Board of Directors
+adopted a written policy and procedures for the approval or ratification of Interested Transactions with Related Parties. The policy and procedures supplement the Company’s Code of Conduct. The policy defines an “Interested
+Transaction” as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may
+be expected to exceed $120,000 in any calendar year, (2) the Company is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent
+beneficial owner of another entity). 
+The policy defines a “Related Party” as any (a) person who is or was (since the beginning of the last
+fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (b) greater than 5 percent 
+4 
+beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing.
+Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home
+(other than a tenant or employee). 
+The Audit Committee is responsible for review, approval, ratification or disapproval of Interested Transactions. In
+determining whether to approve or ratify an Interested Transaction, the Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an
+unaffiliated third party under the same or similar circumstances and the extent of the Related Party’s interest in the Transaction. The Company had no related Party Transactions during fiscal year 2007. 
+Compensation Committee Interlocks and Insider Participation in Compensation Decisions 
+The Board of Directors has a Compensation Committee presently consisting of Messrs. Shamash and Pilz. No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during
+fiscal year 2007. None of the executive officers of the Company has served on the Board of Directors or on the Compensation Committee of any other entity, any of whose officers served either on the Board of Directors or on the Compensation Committee
+of the Company.

raw/filings/0000719733/2012/0001193125-12-386435/filing_metadata.csv

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raw/filings/0000719733/2012/0001193125-12-386435/item1.txt

@@ -0,0 +1,206 @@
+Item 1. 
+BUSINESS 
+Background 
+Key Tronic Corporation (dba:
+KeyTronicEMS Co.), was organized in 1969 as a Washington corporation that locally manufactured computer keyboards. The ability to design, build and deliver a quality product led us to become a leading independent manufacturer of keyboards for
+computers in the United States. Our fully integrated design, tooling, and automated manufacturing capabilities enabled us to rapidly respond to customers’ needs for keyboards in production quantities worldwide. We supported our sales growth
+through the development and purchase of international manufacturing facilities. As the computer keyboard market matured with increasing competition from other international providers, we determined that our business could no longer solely rely on
+keyboard sales. 
+After assessing market conditions and our strengths and capabilities, we shifted focus from keyboard manufacturing to
+contract manufacturing for a wide range of products. Our unique strategic attributes are based on our core strengths of innovative design and engineering expertise in electronics, mechanical engineering, and precision plastics combined with
+high-quality, low cost production, and assembly on an international basis while providing exceptional customer service. These strengths have made our company a strong competitor in the electronic manufacturing services (EMS) market. 
+Our Industry and Strategy 
+The expansion
+of the EMS industry has allowed us to continue to expand our customer base and the industries that we serve. The challenging global macroeconomic environment has had a negative impact on previously held customer programs. However, we are
+successfully confronting the challenging global macroeconomic environment by controlling our costs and winning new customer programs, which allowed us to increase our profitability and maintain a strong balance sheet during the global economic
+downturn. The increase in new programs represents a growing portion of our revenue and a promising foundation for our future. In keeping with our long-term strategic objectives, we have been successfully building a more diversified customer
+portfolio, spanning a wider range of industries. We currently offer our customers the following services: integrated electronic and mechanical engineering, precision plastic molding, assembly, component selection, sourcing and procurement, worldwide
+logistics, and new product testing and production all at competitive pricing due to our global footprint. 
+We believe that we are well
+positioned in the EMS industry to continue the expansion of our customer base and achieve long term growth. Our unique blend of multinational facilities, centralized management, and core strengths continue to support our growth and our
+customers’ needs. We continue to focus on controlling operating expenses and leveraging the synergistic capabilities of our world-class facilities in the United States, Mexico, and China. This international production capability provides our
+customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time. Given our competitive advantages and the growing pressure for new potential
+customers to move forward with their outsourcing strategies, we are strongly positioned to win new business in coming periods and grow our revenue and profits. 
+The EMS industry is intensely competitive. Although our customer base is growing we still have less than 1% of the potential global market and our revenue can fluctuate significantly due to reliance on a
+concentrated base of customers. We are planning for new customer growth in the coming quarters by securing new programs, increasing our worldwide manufacturing capacity, and continuing to improve our manufacturing and procurement processes. Ongoing
+challenges that we face include the following: Continuing to win programs from new and existing customers, balancing production capacity and key personnel in support of new customer programs, improving operating efficiencies, controlling costs while
+developing competitive pricing strategies, and successfully transitioning new program wins to full production during a time of macroeconomic uncertainty. 
+3 
+Table of Contents 
+Customers and Marketing 
+We provide a mix of manufacturing services for outsourced Original Equipment Manufacturing (OEM) products. We provide the following EMS services: Product design, surface mount technologies (SMT) and pin
+through hole capability for printed circuit board assembly, tool making, precision plastic molding, liquid injection molding, complex assembly, automated tape winding, prototype design and full product assembly. 
+Sales of the majority of our products have historically not been seasonal in nature, but may be seasonal in the future if there are changes in the types
+of products manufactured. Sales can, however, fluctuate significantly between quarters from changes in customers and customer demand due to the concentration of sales generated by our largest customers. 
+For the fiscal years ended June 30, 2012, July 2, 2011, and July 3, 2010, the five largest customers in each year accounted for 73%, 62%,
+and 57% of combined total net sales, respectively. At the end of fiscal year 2012, we were generating revenue from 165 separate programs and 48 distinct customers as compared to 119 programs and 33 customers at the end of fiscal year 2011. As these
+new customers’ sales ramp and new programs are won our concentration of revenue should decrease in the future. 
+The following table
+represents all customers that represented 10% or more of total net sales during the last three fiscal years: 
+Percentage of Net Sales 
+by Fiscal Year 
+2012 
+2011 
+2010 
+Customer A 
+29 
+% 
+15 
+% 
+* 
+% 
+Customer B 
+17 
+% 
+16 
+% 
+12 
+% 
+Customer C 
+16 
+% 
+16 
+% 
+18 
+Customer D 
+* 
+* 
+10 
+% 
+* 
+Amount was less than 10% of total. 
+Although
+keyboard manufacturing is still included in our product offerings, we do not expect annual keyboard sales to be a material component of our business. We realized revenues of approximately $2.8 million, $3.9 million, and $4.5 million in fiscal years
+2012, 2011, and 2010, respectively, from the sale of keyboards. In order to accommodate the demand for standard keyboard layouts, we maintain a purchase-from-stock program. The more popular standard layouts are built and stocked for immediate
+availability. 
+We market our products and services primarily through our direct sales department aided by strategically located field sales
+people and distributors. Although we maintain relationships with several independent sales organizations to assist in marketing our EMS product lines, commissions earned and paid are not material to the consolidated financial statements. 
+Manufacturing 
+We have continually made
+investments in developing and expanding a capital equipment base to achieve vertical integration and efficiencies in our manufacturing processes. We have invested significant capital into SMT for volume manufacturing of complex printed circuit board
+assemblies. We also design and develop tooling for injection molding and manufacture the majority of plastic parts used in the products we manufacture. Additionally, we have equipment to maintain a controlled clean environment for manufacturing
+processes that require a high level of precise control. 
+We use a variety of manual and automated assembly processes in our facilities,
+depending upon product complexity and degree of customization. Some examples of automated processes include component insertion, SMT, flexible robotic assembly, automated storage tape winding, computerized vision system quality inspection, automated
+switch and key top installation, and automated functional testing. 
+Our engineering expertise and automated manufacturing processes enable us
+to work closely with our customers during the design and prototype stages of production and to jointly increase productivity and reduce response time to the marketplace. We use computer-aided design techniques and software to assist in preparation
+of the tool design layout and component placement, to reduce tooling and production costs, improve component and product quality, and enhance turnaround time during product development. 
+4 
+Table of Contents 
+We purchase materials and components for our products from many different suppliers, including both domestic
+and international sources. We develop close working relationships with our suppliers, many of whom have been supplying products to us for several years. 
+Research, Development, and Engineering 
+As part of our long-term strategy, we are committed
+to supporting our customers by providing research, development, and engineering services. These services allow us to facilitate in optimizing new product designs, and the production processes of our customers programs. 
+Research, development, and engineering (RD&E) expenses consist principally of employee related costs, third party development costs, program
+materials costs, depreciation, and allocated information technology and facilities costs. 
+Competition 
+The market for the products and services we provide is highly competitive. There are numerous competitors in the EMS industry, many of which have
+substantially more resources and are more geographically diverse than we are. Some of our competitors have similar international production capabilities, large financial resources and some have substantially greater manufacturing, research and
+development, and marketing resources. There is also competition from the manufacturing operations of our current and potential customers, who are continually evaluating the merits of manufacturing their products internally versus the advantages of
+outsourcing. We believe that we can currently compete favorably in these areas primarily on the basis of our international footprint, responsiveness, creativity, vertical production capability, quality, and cost. 
+Trademarks and Patents 
+Our name and
+logo are federally registered trademarks, and we believe they are valuable assets of our business. During 2001, we began operating under the trade name “KeyTronicEMS” to better identify our primary business concentration. We also own
+several keyboard patents; however, since our focus is EMS, management believes that these patents will not have a significant impact on future revenues. 
+Employees 
+We consider our employees to be our primary strength and we make considerable
+efforts to maintain a well-qualified workforce. Our employee benefits include bonus programs involving periodic payments to all employees based on meeting quarterly or fiscal year performance targets. We regularly provide transportation, medical
+services, and meals to all of our employees in foreign locations. We maintain a 401(k) plan for U.S. employees, which provides a discretionary matching company contribution of up to 4% of an employee’s salary. We provide group health, life, and
+disability insurance plans. We also maintain stock option plans and other long term incentive plans for certain employees and outside directors. 
+As of June 30, 2012 we had 2,700 employees compared to 1,997 on July 2, 2011, and 2,036 on July 3, 2010. Since we can have significant fluctuations in product demand, we seek to maintain
+flexibility in our workforce by utilizing skilled temporary and short-term contract labor in our manufacturing facilities in addition to full-time employees. 
+Backlog 
+On July 28, 2012 our order backlog was valued at approximately $83.1 million,
+compared to approximately $54.9 million on July 30, 2011. Even though our order backlog is comprised of firm purchase orders, the amount of backlog is not necessarily indicative of future sales but can be indicative of trends in expected future
+sales revenue. Due to the relationships with our customers, we will occasionally allow orders to be canceled or rescheduled and as a result it is not a meaningful indicator of future financial results. If there are canceled or rescheduled orders, we
+will attempt to negotiate fees to cover the costs we have incurred. Order backlog consists of purchase orders received for products expected to be shipped approximately within the next twelve months, although shipment dates are subject to change due
+to design modifications, customer forecast changes, or other customer requirements. 
+5 
+Table of Contents 
+Foreign Markets 
+Information concerning net sales and long-lived assets (property, plant, and equipment) by geographic areas is set forth in Note 11, “Enterprise-Wide Disclosures” of the consolidated financial
+statements of this Annual Report on Form 10-K and that information is incorporated herein. 
+Executive Officers of the Registrant
+The table below sets forth the name, current age and current position of our executive officers and other significant employees:
+Name 
+Age 
+Positions Held 
+Executive Officers 
+Craig D. Gates 
+53 
+President and Chief Executive Officer 
+Ronald F. Klawitter 
+60 
+Executive Vice President of Administration, Chief Financial Officer and Treasurer 
+Douglas G. Burkhardt 
+54 
+Executive Vice President of Worldwide Operations 
+Philip S. Hochberg 
+50 
+Executive Vice President of Business Development 
+Lawrence J. Bostwick 
+60 
+Vice President of Engineering and Quality 
+Brett R. Larsen 
+39 
+Vice President of Finance and Controller 
+Frank Crispigna III 
+51 
+Vice President of Materials 
+Duane D. Mackleit 
+44 
+Vice President of Program Management 
+Executive Officers 
+CRAIG D. GATES – President and Chief Executive Officer 
+Mr. Gates, age
+53, has been President and Chief Executive officer of the Company since April 2009. Previously he was Executive Vice President and General Manager from August 2002 to April 2009. He served as Executive Vice President of Marketing, Engineering and
+Sales from July 1997 to August 2002 and served as Vice President and General Manager of New Business Development from October 1995 to July 1997. He joined the Company as Vice President of Engineering in October of 1994. From 1982 to 1991 he held
+various engineering and management positions within the Microswitch Division of Honeywell, Inc., in Freeport, Illinois, and from 1991 to October 1994 he served as Director of Operations, Electronics for Microswitch. Mr. Gates has a Bachelor of
+Science Degree in Mechanical Engineering and a Masters in Business Administration from the University of Illinois, Urbana. 
+RONALD F.
+KLAWITTER – Executive Vice President of Administration, Chief Financial Officer, and Treasurer 
+Mr. Klawitter, age 60, has been
+Executive Vice President of Administration, CFO, and Treasurer since July 1997. Previously he was Vice President of Finance, Secretary, and Treasurer of the Company from October 1995 to July 1997. He was Acting Secretary from November 1994 to
+October 1995 and Vice President of Finance and Treasurer from 1992 to October 1995. From 1987 to 1992, Mr. Klawitter was Vice President of Finance at Baker Hughes Tubular Service, a subsidiary of Baker Hughes, Inc. Mr. Klawitter has a BA
+degree from Wittenberg University and is a Certified Public Accountant. 
+6 
+Table of Contents 
+DOUGLAS G. BURKHARDT – Executive Vice President of Worldwide Operations 
+Mr. Burkhardt, age 54, has been Executive Vice President of Worldwide Operations of the Company since July 22, 2010. Previously
+Mr. Burkhardt was Vice President of Worldwide Operations from July 2008 to July 2010 and Director of China Operations and Program Management from January 2006 to July 2008. Mr. Burkhardt also served as Director of Northwest and China
+Operations from November of 1998 to January of 2006. Mr. Burkhardt also served as Director of Customer Satisfaction from March 1997 to November 1998 and Director of Molding from September of 1995 to March of 1997. Prior to this,
+Mr. Burkhardt served in other various senior management positions within the Company. Mr. Burkhardt has been with the Company since May of 1989. Prior to joining Key Tronic, Mr. Burkhardt worked for House of Aluminum and Glass for 12
+years where he was the plant manager. 
+PHILIP S. HOCHBERG – Executive Vice President of Business Development 
+Mr. Hochberg, age 50, has been Executive Vice President of Business Development since July 2012. Prior this, Mr. Hochberg served as Vice
+President of Business Development from October 2009 through June 2012. He was Director of Business Development and Program Management from July 2008 to October 2009. Mr. Hochberg served as Director of Business Development from October 2004 to
+July 2008 and as Director of EMS Sales and Marketing from July 2000 to October 2004. Prior to joining Key Tronic, Mr. Hochberg worked for Quinton Instrument Company as their Director of Marketing and Product Management from 1992 to 2000. From
+1988 to 1992, he was employed by SpaceLabs Medical as their Business Development Marketing Manager. Mr. Hochberg has an MBA from the University of British Columbia, a BA Psychology, with a minor in Business from Washington University in St.
+Louis. 
+LAWRENCE J. BOSTWICK – Vice President of Engineering and Quality 
+Mr. Bostwick, age 60, has been Vice President of Engineering and Quality since July 2008. Previously he was Director of Engineering and Quality from February 2007 to July 2008 and served as Corporate
+Director of Quality from February 2006 to February 2007. From 2003 to 2006 he was Director of Supply Chain Management and Quality for the Lancer Corporation and from 1998 to 2003 he was Vice President of Operations for Thermacore International. He
+is a graduate of the Westinghouse and General Electric – Engineering and Manufacturing Professional Development Programs. He is certified in both Quality and Industrial Engineering and is a Lean – Six Sigma Master Black Belt.
+Mr. Bostwick has a combined B.S. degree in Production and Operation and Industrial Engineering from Bowling Green State University and a Masters degree in Industrial Engineering and Business Administration from Syracuse University. 
+BRETT R. LARSEN – Vice President of Finance, and Controller 
+Mr. Larsen, age 39, has served as Vice President of Finance and Controller since February 2010. He was Chief Financial Officer of FLSmidth Spokane, Inc. from December 2008 to February 2010. From
+October 2005 through November 2008, Mr. Larsen served as Controller of Key Tronic Corporation. From May 2004 to October 2005, Mr. Larsen served as Manager of Financial Reporting of Key Tronic Corporation. From 2002 to May 2004,
+Mr. Larsen was an audit manager for the public accounting firm BDO Seidman, LLP. He also held various auditing and supervisory positions with Grant Thornton LLP from 1997 to 2002. Mr. Larsen has a Bachelor of Science degree in Accounting
+and a Masters degree in Accounting from Brigham Young University and is a Certified Public Accountant. 
+FRANK CRISPIGNA III – Vice
+President of Materials 
+Mr. Crispigna, age 51, has been Vice President of Materials of the company since October 2011. Prior to this,
+Mr. Crispigna held a variety of Materials and Supply Chain positions at Plexus Corporation since 1997, most recently serving as the Director – Supply Chain Solutions from 2005 - 2011. He has a Masters degree in Business Administration, and
+a Bachelor of Business Administration Degree in Marketing from the University of Wisconsin – Oshkosh. Mr. Crispigna also is a C.P.M., and received his certification in Supply Chain Leadership from the University of Wisconsin. 
+DUANE D. MACKLEIT – Vice President of Program Management 
+Mr. Mackleit, age 44, has been Vice President of Program Management of the company since July 2012. He served as Director of Program Management from July 2008 through June 2012. From May 2006 to July
+2008 he served as Principal Program Manager. Prior to that, he served as Program Manager from March 2002 to May 2006 and Associate Program Manager from August 2000 to March 2002. Mr. Mackleit has also held several other positions with Key
+Tronic Corporation. Mr. Mackleit has an AA in Business from Spokane Falls Community College and a BA in Business/Marketing from Eastern Washington University. He also holds a MBA from Gonzaga University. 
+7 
+Table of Contents 
+Available Information 
+Our principal executive offices are located at N. 4424 Sullivan Road, Spokane Valley, Washington 99216, and our telephone number is (509) 928-8000. Our website is located at
+http://www.keytronicems.com where filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or current reports on Form 8-K are available after they have been filed with the Securities and Exchange Commission. The information
+presented on our website currently and in the future is not considered to be part of this document or any document incorporated by reference in this document.

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+Item 13: 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+Information appearing under the caption “Related Person Transactions”, “Compensation Committee Interlocks and Insider Participation”,
+and “Directors’ Independence” in the Company’s 2012 Proxy Statement is incorporated herein by this reference.

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+Item 9A: 
+CONTROLS AND PROCEDURES 
+Evaluation of Disclosure Controls and Procedures 
+It is the responsibility of our
+management to establish, maintain, and monitor disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 are recorded,
+processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Additionally, these disclosure controls include controls and procedures that are designed to accumulate and communicate
+the information required to be disclosed to our Company’s Chief Executive Officer and Chief Financial Officer, allowing for timely decisions regarding required disclosures. As of the end of the period covered by this report, our management
+carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange
+Act Rule 13a-15(f). Based on our assessment, we believe that as of June 30, 2012, the Company’s disclosure controls and procedures are effective based on that criteria. 
+Management’s Report on Internal Control over Financial Reporting 
+Our
+management has the responsibility to establish and maintain adequate internal controls over our financial reporting, as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Our internal controls are designed to provide reasonable
+assurance regarding the reliability of our financial reporting and the preparation of our external financial statements in accordance with generally accepted accounting principles (GAAP). 
+Due to inherent limitations of any internal control system, management acknowledges that there are limitations as to the effectiveness of internal controls over financial reporting and therefore recognize
+that only reasonable assurance can be gained from any internal control system. Accordingly, our internal control system may not detect or prevent material misstatements in our financial statements and projections of any evaluation of effectiveness
+to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
+Under the supervision and participation of management, including the Chief Executive Officer and Chief Financial Officer, we have performed an assessment
+of the effectiveness of our internal controls over financial reporting as of June 30, 2012. This assessment was based on the criteria established in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of
+the Treadway Commission. Based on our assessment, we believe that as of June 30, 2012, the Company’s internal control over financial reporting is effective based on that criteria. 
+This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to
+attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report. 
+Changes in Internal Control over Financial Reporting 
+There have been no significant
+changes in our internal controls over financial reporting during our fourth fiscal quarter ended June 30, 2012 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial
+reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)).

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+Related Person Transactions 
+In April
+2007, the Board of Directors adopted a written policy and procedures for the approval or ratification of Interested Transactions with Related Parties. The policy and procedures supplement the Company’s Code of Conduct. The policy defines an
+“Interested Transaction” as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount
+involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a
+less than 10 percent beneficial owner of another entity). 
+The policy defines a “Related Party” as any (a) person who is or was
+(since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (b) greater
+than 5 percent beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings,
+mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee). 
+The Audit Committee is responsible for review, approval, ratification or disapproval of Interested Transactions. In determining whether to approve or ratify an Interested Transaction, the Committee will
+take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the
+Related Party’s interest in the Transaction. 
+6

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+0000889900,PTEN,PATTERSON UTI ENERGY INC,10-K405,2001-03-02,2000-12-31,2001-03-02T05:00:00.000Z,0000950134-01-001886,d84623e10-k405.txt,"FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2000",268610,0,0,https://www.sec.gov/Archives/edgar/data/889900/000095013401001886/d84623e10-k405.txt,https://www.sec.gov/Archives/edgar/data/889900/000095013401001886/,2000,2000,1

raw/filings/0000889900/2000/0000950134-01-001886/item13.txt

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+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
+The information required by this Item is incorporated herein by reference
+to the Proxy Statement.
+34
+35

raw/filings/0000889900/2000/0000950134-01-001886/rp_note.txt

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+17. RELATED PARTY TRANSACTIONS
+Use of Assets -- The Company leases a 1981 Beech King-Air 90 airplane owned
+by an affiliate of the Company's Chairman of the Board/Chief Executive Officer.
+Under the terms of the lease, the Company pays a monthly rental of $9,200 and
+its proportionate share of the costs of fuel, insurance, taxes and maintenance
+of the aircraft. The Company paid approximately $211,495, $222,583 and $193,769
+for the lease of the airplane during 1998, 1999 and 2000, respectively.
+Contract Drilling Services -- The Company provided contract drilling
+services to an affiliated company during 1999 with related revenues of
+approximately $275,642.
+Sales of Oil -- An affiliate acted as the first purchaser of oil produced
+from leases operated by the Company during 1998 and 1999. Sales of oil to that
+entity, both royalty and working interest (including the Company) were
+approximately $8.1 million and $8.4 million for 1998 and 1999, respectively.
+There were no sales of oil to that entity in 2000.
+Joint Operation of Oil and Natural Gas Properties -- The Company operates
+certain oil and natural gas properties in which the Chairman of the Board/Chief
+Executive Officer, the President/Chief Operating Officer and other persons or
+entities related to the Company purchased a joint interest ownership with the
+Company and other industry partners. The Company made oil and natural gas
+production payments (net of royalty) of $10.5 million, $6.1 million and $13.4
+million from these properties in 1998, 1999 and 2000, respectively, to the
+aforementioned persons or entities. These persons or entities reimbursed the
+Company for joint operating costs of $7.4 million, $5.9 million and $8.0 million
+in 1998, 1999 and 2000, respectively.

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+0000889900,PTEN,PATTERSON UTI ENERGY INC,10-K,2002-03-19,2001-12-31,2002-03-19T05:00:00.000Z,0000950134-02-002237,d94131e10-k.txt,"FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2001",436018,0,0,https://www.sec.gov/Archives/edgar/data/889900/000095013402002237/d94131e10-k.txt,https://www.sec.gov/Archives/edgar/data/889900/000095013402002237/,2001,2001,1

raw/filings/0000889900/2001/0000950134-02-002237/item13.txt

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+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
+The information required by this Item is incorporated herein by reference
+to the Proxy Statement.
+28

raw/filings/0000889900/2001/0000950134-02-002237/rp_note.txt

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+17. RELATED PARTY TRANSACTIONS
+Use of Assets -- In 2001, 2000 and 1999, the Company leased a 1981 Beech
+King-Air 90 airplane owned by an affiliate of the Company's Chief Executive
+Officer and our President/Chief Operating Officer. Under the terms of the lease,
+the Company paid a monthly rental of $9,200 and its proportionate share of the
+costs of fuel, insurance, taxes and maintenance of the aircraft. The Company
+paid approximately $212,283, $193,769 and $222,583 for the lease of the airplane
+during 2001, 2000 and 1999, respectively.
+Sales of Oil -- An affiliate acted as the first purchaser of oil produced
+from certain leases operated by the Company during 1999. Sales of oil to that
+entity, both royalty and working interest were approximately $8.4 million. There
+were no sales of oil to that entity in 2001 or 2000.
+Joint Operation of Oil and Natural Gas Properties -- The Company operates
+certain oil and natural gas properties in which the Chief Executive Officer, the
+President/Chief Operating Officer, the Chief Financial Officer and other persons
+or entities related to the Company purchased a joint interest ownership with the
+Company and other industry partners. The Company made oil and natural gas
+production payments (net of royalty) of $8.3 million, $13.4 million and $6.1
+million from these properties in 2001, 2000 and 1999, respectively, to the
+aforementioned persons or entities. These persons or entities reimbursed the
+Company for joint operating costs of $5.9 million, $8.0 million and $5.9 million
+in 2001, 2000 and 1999, respectively.
+Other -- In 2001, the Company paid approximately $387,000 to an entity
+owned by a relative of the Company President/Chief Operating Officer for certain
+equipment and metal fabrication services. One of our directors is a director and
+an officer of a company from which we purchased drill pipe, materials and
+supplies totalling approximately $22.0 million in 2001. This same director was
+an officer of a customer through February 2001 from which we received
+approximately $500,000 in revenues in 2001.
+F-29
+PATTERSON-UTI ENERGY, INC.
+SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
+ADDITIONS(1)
+------------------------
+CHARGED TO ACQUIRED
+BEGINNING COSTS AND THROUGH ENDING
+DESCRIPTION BALANCE EXPENSES ACQUISITION DEDUCTIONS(2) BALANCE
+----------- --------- ---------- ----------- ------------- -------
+(IN THOUSANDS)
+YEAR ENDED DECEMBER 31, 2001
+Deducted from asset accounts:
+Allowance for doubtful accounts....... $3,462 $2,045 $ -- $1,486 $4,021
+YEAR ENDED DECEMBER 31, 2000
+Deducted from asset accounts:
+Allowance for doubtful accounts....... $3,508 $ 570 $800 $1,416 $3,462
+YEAR ENDED DECEMBER 31, 1999
+Deducted from asset accounts:
+Allowance for doubtful accounts....... $2,337 $ 282 $942 $ 53 $3,508
+---------------
+(1) Net of recoveries.
+(2) Uncollectible accounts written off.
+S-1
+SIGNATURES
+Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, Patterson-UTI Energy, Inc. has duly caused this report to
+be signed on its behalf by the undersigned, thereunto duly authorized.
+Date: March 18, 2002 PATTERSON-UTI ENERGY, INC.
+By: /s/ CLOYCE A. TALBOTT
+------------------------------------
+Cloyce A. Talbott
+Chief Executive Officer
+Pursuant to the requirements of the Securities Exchange Act of 1934, this
+report has been signed by the following persons on behalf of Patterson-UTI
+Energy, Inc. and in the capacities indicated as of March 18, 2002.
+SIGNATURE TITLE
+--------- -----
+/s/ MARK S. SIEGEL Chairman of the Board
+--------------------------------------------------------
+Mark S. Siegel
+/s/ CLOYCE A. TALBOTT Chief Executive Officer and Director
+--------------------------------------------------------
+Cloyce A. Talbott
+(Principal Executive Officer)
+/s/ A. GLENN PATTERSON President, Chief Operating Officer and
+-------------------------------------------------------- Director
+A. Glenn Patterson
+/s/ JONATHAN D. NELSON Vice President -- Finance, Chief
+-------------------------------------------------------- Financial Officer, Secretary and
+Jonathan D. Nelson Treasurer
+(Principal Accounting Officer)
+/s/ KENNETH N. BERNS Director
+--------------------------------------------------------
+Kenneth N. Berns
+/s/ VAUGHN E. DRUM Director
+--------------------------------------------------------
+Vaughn E. Drum
+Director
+--------------------------------------------------------
+Nadine C. Smith
+/s/ CURTIS W. HUFF Director
+--------------------------------------------------------
+Curtis W. Huff
+/s/ ROBERT C. GIST Director
+--------------------------------------------------------
+Robert C. Gist
+/s/ SPENCER D. ARMOUR, III Director
+--------------------------------------------------------
+Spencer D. Armour, III
+/s/ KENNETH R. PEAK Director
+--------------------------------------------------------
+Kenneth R. Peak
+/s/ STEPHEN J. DEGROAT Director
+--------------------------------------------------------
+Stephen J. DeGroat
+EXHIBIT INDEX
+EXHIBIT
+NUMBER DESCRIPTION
+------- -----------
+2.1 Plan and Agreement of Merger dated October 14, 1993, between
+Patterson Energy, Inc., a Texas corporation, and Patterson
+Energy, Inc., a Delaware corporation, together with related
+Certificates of Merger.(1)
+2.2 Agreement and Plan of Merger, dated April 22, 1996 among
+Patterson Energy, Inc., Patterson Drilling Company and
+Tucker Drilling Company, Inc.(2)
+2.2.1 Amendment to Agreement and Plan of Merger, dated May 16,
+1996 among Patterson Energy, Inc., Patterson Drilling
+Company and Tucker Drilling Company, Inc.(3)
+2.3 Agreement and Plan of Merger dated as of January 5, 2001
+among Patterson Energy, Inc., Patterson Drilling Company LP,
+LLLP and Jones Drilling Corporation.(4)
+2.4 Agreement and Plan of Merger, dated February 4, 2001, by and
+between UTI Energy Corp. and Patterson Energy, Inc.(5)
+2.5 Asset Purchase Agreement, dated as of December 21, 2001
+among Patterson-UTI Energy, Inc., Patterson-UTI Drilling
+Company LP, LLLP and Cleere Drilling Company.
+3.1 Restated Certificate of Incorporation.(6)
+3.1.1 Certificate of Correction of Restated Certificate of
+Incorporation.
+3.2 Amended and Restated Bylaws.
+3.3 Rights Agreement dated January 2, 1997, between Patterson
+Energy, Inc. and Continental Stock Transfer & Trust
+Company.(7)
+3.3.1 Amendment to Rights Agreement dated as of October 23,
+2001.(15)
+4.1 Excerpt from Restated Certificate of Incorporation of
+Patterson-UTI Energy, Inc. regarding authorized Common Stock
+and Preferred Stock.(14)
+4.2 Certificate of Designation.(16)
+4.2.1 Amendment to Certificate of Designation.
+4.3 Registration Rights Agreement with Bear, Stearns and Co.
+Inc., dated March 25, 1994, as assigned to REMY Capital
+Partners III, L.P.
+10.1 Loan and Security Agreement, dated November 22, 1999.(14)
+10.1.1 First Amendment to Loan and Security Agreement, dated May 2,
+2000.(14)
+10.1.2 Second Amendment to Loan and Security Agreement, dated May
+18, 2000.(14)
+10.1.3 Third Amendment to Loan and Security Agreement, dated
+October 18, 2000.(14)
+10.1.4 Fourth Amendment to Loan and Security Agreement, dated May
+8, 2001.(14)
+10.1.5 Fifth Amendment to Loan and Security Agreement, dated June
+29, 2001.(14)
+10.1.6 Revolving Loan Promissory Note, dated June 29, 2001.(14)
+10.1.7 Guaranty Agreement, dated June 29, 2001.(14)
+10.1.8 Pledge Agreement, dated June 29, 2001.(14)
+10.2 Aircraft Lease, dated December 20, 2000, (effective January
+1, 2001) between Talbott Aviation, Inc. and Patterson
+Energy, Inc.(8)
+10.3 Patterson-UTI Energy, Inc. 1993 Stock Incentive Plan, as
+amended.(9)
+10.4 Patterson-UTI Energy, Inc. Non-Employee Directors' Stock
+Option Plan, as amended.(10)
+10.5 Patterson-UTI Energy, Inc. Amended and Restated 1997
+Long-Term Incentive Plan.(11)
+EXHIBIT
+NUMBER DESCRIPTION
+------- -----------
+10.6 Amended and Restated Non-Employee Director Stock Option Plan
+of Patterson-UTI Energy, Inc.(12)
+10.7 Amended and Restated Patterson-UTI Energy, Inc. 1996
+Employee Stock Option Plan.(12)
+10.8 1997 Stock Option Plan of DSI Industries, Inc.(11)
+10.9 Stock Option Agreement dated July 20, 2001 between
+Patterson-UTI Energy, Inc. and Kenneth R. Peak (a
+non-employee director of Patterson-UTI Energy, Inc.).
+10.10 Stock Option Agreement dated July 20, 2001 between
+Patterson-UTI Energy, Inc. and Stephen J. DeGroat (a
+non-employee director of Patterson-UTI Energy, Inc.).
+10.11 Model Form Operating Agreement.(13)
+10.12 Form of Drilling Bid Proposal and Footage Drilling
+Contract.(13)
+10.13 Form of Turnkey Drilling Agreement.(13)
+21.1 Subsidiaries of the Registrant.
+23.1 Consent of Independent Accountants -- PricewaterhouseCoopers
+LLP.
+23.2 Consent of Independent Auditors -- Ernst & Young LLP.
+---------------
+(1) Incorporated herein by reference to Item 27, "Exhibits" to Amendment No. 2
+to Registration Statement on Form SB-2 (File No. 33-68058-FW) filed on
+October 28, 1993.
+(2) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
+Form 8-K dated April 22, 1996 and filed on April 30, 1996.
+(3) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
+Form 8-K dated May 16, 1996 and filed on May 22, 1996.
+(4) Incorporated by reference to Item 16, "Exhibits" to Registration Statement
+on Form S-3 filed on January 8, 2001.
+(5) Incorporated herein by reference to Joint Proxy Statement/Prospectus filed
+on March 14, 2001.
+(6) Incorporated herein by reference to Item 7, "Financial Statements and
+Exhibits" to Form 8-K dated and filed on May 8, 2001.
+(7) Incorporated by reference to Item 2, "Exhibits" to Registration Statement
+on For 8-A filed on January 14, 1997.
+(8) Incorporated herein by reference to Item 14, "Exhibits, Financial Statement
+Schedules and Reports on Form 8-K" to Form 10-K dated December 31, 2000.
+(9) Incorporated herein by reference to Item 8, "Exhibits" to Registration
+Statement on Form S-8 (File No. 333-47917) filed on March 13, 1998.
+(10) Incorporated herein by reference to Item 8, "Exhibits" to Registration
+Statement on Form S-8 (File No. 33-39471) filed on November 4, 1997.
+(11) Incorporated herein by reference to Item 8, "Exhibits" to Post-Effective
+Amendment No. 1 to Registration Statement on Form S-8 (file No. 333-60470)
+filed on July 25, 2001.
+(12) Incorporated herein by reference to Item 8, "Exhibits" to Post-Effective
+Amendment No. 1 to Registration Statement on Form S-8 (file No. 333-60466)
+filed on July 25, 2001.
+(13) Incorporated by reference to Item 27, "Exhibits" to Registration Statement
+on Form SB-2 (File No. 33-68058-FW) filed on August 30, 1993.
+(14) Incorporated herein by reference to Item 6, "Exhibits and Reports on Form
+8-K" to Form 10-Q for the quarterly period ended June 30, 2001, filed on
+August 1, 2001.
+(15) Incorporated herein by reference to Item 6, "Exhibits and Reports on Form
+8-K" to Form 10-Q for the quarterly period ended September 30, 2001, filed
+on October 31, 2001.
+(16) Incorporated herein by reference to Item 2, "Exhibits" to Registration
+Statement on Form 8-A (File No. 000-22664) filed on January 14, 1997.