##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
  Delaware
    
    36-2419677(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 1703 North Randall Road
Elgin, Illinois 60123
 (847) 289-1800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Market)
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents Incorporated by Reference:




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TABLE OF CONTENTS  PART IItem 1   BusinessItem 1B  Unresolved Staff CommentsItem 2  PropertiesItem 3  Legal ProceedingsItem 4  (Removed and Reserved)PART IIItem 5  Market for Registrants Common Equity and Related Stockholder MattersItem 6  Selected Financial DataItem 7  Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A   Quantitative and Qualitative Disclosures About Market RiskItem 8   Financial Statements and Supplementary DataPART IIIPART IVEX-10.14EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I
 
 Item 1   Business
 a. General Development of Business
 (i) Background
  Fisher,
Orchard Valley Harvest Sunshine Country
 http://www.jbssinc.com. http://www.sec.gov
  (ii) Orchard Valley Harvest Acquisition
   b. Segment Reporting
  2




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c. Narrative Description of Business
 (i) General
   (ii) Principal Products
  
  (iii) Customers
 Fisher Orchard Valley Harvest Sunshine Country
 3




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Fisher
 Orchard Valley Harvest
 (iv) Sales and Distribution
    (v) Marketing
     (vi) Competition
  4




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(vii) Raw Materials and Supplies
       (viii) Trademarks and Patents
 Fisher,
Orchard Valley Harvest, Sunshine Country and ARMA
 (ix) Employees
  5




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##### Table of Contents



(x) Seasonality
  (xi) Backlog
  (xii) Operating Hazards and Uninsured Risks
  Item 1A   Risk Factors
  We Cannot Control the Availability or Cost of Raw Materials and this May Have a Material Adverse
Effect on Our Results of Operations, Cash Flows and Financial Condition
  6




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Significant Private Label Competitive Activity Could Materially and Adversely Affect Our Financial
Condition and Results of Operations
  Our Inability to Successfully Manage the Price Gap Between our Private Label Products and Those of
our Branded Competitors May Materially and Adversely Affect our Results of Operations
   Increased Demand for Branded Products Could Materially and Adversely Affect our Results of
Operations
 Fisher Fisher Orchard Valley Harvest
 7




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##### Table of Contents



We Sometimes Enter Into Fixed Price Commitments Without First Knowing Our Acquisition Costs, Which
Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations
  Our Generally Vertically Integrated Model Could Have a Material Adverse Effect on our Results of
Operations
  We Operate in a Competitive Environment Which Could Materially and Adversely Affect our Financial
Condition and Results of Operations
 Fisher
 We are Dependent Upon Certain Significant Customers Which Could Materially and Adversely Affect Our
Financial Condition, Cash Flows and Results of Operations
 Orchard
Valley Harvest
 8




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We are Subject to Customer Pricing Pressures Which Could Materially and Adversely Affect Our
Financial Condition and Results of Operations
  Food Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Our
Financial Condition and Results of Operations
  Product Liability and Product Recalls May Have a Material Adverse Effect on Our Results of
Operations and Cash Flows
  We are Dependent on Certain Key Personnel and the Loss of Any of Their Services Could Have a
Material Adverse Effect on Our Results of Operations
  9




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##### Table of Contents



We are Subject to Government Regulation Which Could Materially and Adversely Affect our Results of
Operations
  Economic, Political and Social Risks of Doing Business in Emerging Markets and Other Foreign
Countries May Have a Material Adverse Effect on Our Results of Operations
  
    
    increased governmental ownership and regulation of the economy;
    
    greater likelihood of inflation and adverse economic conditions;
    
    governmental attempts to reduce inflation, such as imposition of higher interest rates
and wage and price controls;
    
    supply reduction in the United States from increased demand in the emerging markets;
    
    international competition;
    
    foreign exchange rates;
    
    potential for contractual defaults or forced renegotiations on purchase contracts with
limited legal recourse;
    
    tariffs, duties, trade laws and other barriers to trade that may reduce our
profitability or sales; and
    
    civil unrest and significant political instability.
  10




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The Way in Which We Measure Inventory May Have a Material Adverse Effect on Our Results of
Operations
  We are Subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002
and Compliance Therewith Could Have a Material Adverse Effect on Our Financial Condition and
Results of Operations
  Our Largest Stockholders Possess a Majority of Aggregate Voting Power, Which May Make a Takeover or
Change in Control More or Less Difficult; and The Sanfilippo Group Has Pledged a Substantial Amount
of their Class A Common Stock, Either of Which Could Materially and Adversely Affect Our Financial
Condition, Results of Operations and Cash Flows
  11




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We May Incur Material Losses as a Licensed Nut Warehouse Operator under the United States Warehouse
Act Which Could Materially and Adversely Affect Our Results of Operations
  Essentially all of Our Real Property is Encumbered, Which Could Materially and Adversely Affect Our
Ability to Obtain Additional Capital if Required Which Would Materially and Adversely Affect Our
Financial Condition, Results of Operations and Cash Flows
  General Economic Conditions Could Materially and Adversely Affect Our Results of Operations and
Financial Condition
  12




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##### Table of Contents



The OVH Acquisition May Not Produce Expected Results Which Could Materially and Adversely Affect
our Results of Operations and Financial Condition
  Litigation Could Materially and Adversely Affect Our Financial Condition and Results of Operations
  
 Item 1B  Unresolved Staff Comments
  
 Item 2  Properties
    13




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a. Principal Facilities
 (1)
 Date CompanyConstructed,Acquired or FirstLocation
    
    Square Footage
    
    Type of Interest
    
    Description of Principal Use
    
    OccupiedBainbridge, Georgia(2)
    
    
    245,000
    
    
    Owned
    
    Peanut shelling,
purchasing, processing,
packaging, warehousing and
distribution
    
    
    1987Garysburg, North Carolina
    
    
    160,000
    
    
    Owned
    
    Peanut shelling,
purchasing, processing,
packaging, warehousing and
distribution
    
    
    1994Selma, Texas(3)
    
    
    300,000
    
    
    Leased
    
    Pecan shelling, processing,
packaging, warehousing and
distribution
    
    
    1992Gustine, California
    
    
    215,000
    
    
    Owned
    
    Walnut shelling,
processing, packaging,
warehousing and
distribution
    
    
    1993Elgin, Illinois(4)
(Elgin Office Building)
    
    
    400,000
    
    
    Owned
    
    Rental Property
    
    
    2005Elgin, Illinois(5)
(Elgin Warehouse Building)
    
    
    1,001,000
    
    
    Owned
    
    Processing, packaging,
warehousing, distribution
and corporate offices
    
    
    2005
 
 (1)
    
    In addition to the properties listed in the table, we own land in Elgin, Illinois, which we
originally anticipated using in connection with our facility consolidation project (the Old
Elgin Site). For a description of the Old Elgin Site, see Part II, Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Real Estate
Matters.(2)
    
    The Bainbridge facility is subject to a mortgage and deed of trust securing $3.8 million
(excluding accrued and unpaid interest) in industrial development bonds. See Part II, Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operations 
Liquidity and Capital Resources.(3)
    
    The sale of the Selma, Texas properties to related party partnerships was consummated during
the first quarter of fiscal 2007. See Note 1 to the Consolidated Financial Statements -
Property, Plant and Equipment.(4)
    
    The Elgin Office Building (part of the Elgin Site) was acquired in April 2005. Approximately
25% of the Elgin Office Building is currently being leased to other third parties. The
remaining portion of the office building may be leased to third parties; however, there can be
no assurance that we will be able to lease the unoccupied space. Further capital expenditures
will be necessary to lease the remaining space.(5)
    
    The Elgin Warehouse Building (part of the Elgin Site) was acquired in April 2005 and was
modified to our specifications. Our Chicago area distribution operation was transferred to the
Elgin Warehouse Building in July 2006 and our corporate headquarters were relocated to the
Elgin Warehouse Building in February 2007. All of our Chicago area processing activities were
transferred to the Elgin Warehouse Building by the first quarter of fiscal 2009. 14




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b. Manufacturing Capability, Utilization, Technology and Engineering
        
 Item 3  Legal Proceedings
   
 Item 4  (Removed and Reserved)
 15




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EXECUTIVE OFFICERS OF THE REGISTRANT
  Jeffrey T. Sanfilippo, Chief Executive Officer 
 Michael J. Valentine, Chief Financial Officer, Group President and Secretary 
 Jasper B. Sanfilippo, Jr., Chief Operating Officer, President and Assistant Secretary 
 James A. Valentine, Chief Information Officer 
 Michael G. Cannon, Senior Vice President, Corporate Operations 
 Thomas J. Fordonski, Senior Vice President, Human Resources 
 16




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Robert J. Sarlls, Senior Vice President, Consumer Sales, Strategy and Business Development 
 Everardo Soria, Senior Vice President, Pecan Operations and Procurement 
 Walter
(Bobby) Tankersley Jr., Senior Vice President, Procurement and Commodity Risk Management 
 Jose Cabanin, Vice President, International Sales 
 Brenda Cannon, Vice President, Food Safety/Quality 
 John H. Garoni, Vice President, Commercial Ingredient Sales 
 Frank S. Pellegrino, Vice President, Finance and Corporate Controller 
 17




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William R. Pokrajac, Vice President, Risk Management and Investor Relations and Treasurer 
 Howard Brandeisky, Vice President Marketing, Innovation & Customer Solutions 
 Christopher Gardier, Vice President, Consumer Sales 
 Herbert J. Marros, Director of Financial Reporting and Taxation 
 RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS
  18




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PART II
 
 Item 5  Market for Registrants Common Equity and Related Stockholder Matters
   Price Range ofCommon StockYear Ended June 30, 2011
    
    High
    
    
    Low4th Quarter
    
    $
    12.50
    
    
    $
    7.603rd Quarter
    
    $
    12.90
    
    
    $
    11.142nd Quarter
    
    $
    15.19
    
    
    $
    11.651st Quarter
    
    $
    16.20
    
    
    $
    12.00
 Price Range ofCommon StockYear Ended June 24, 2010
    
    High
    
    
    Low4th Quarter
    
    $
    16.00
    
    
    $
    12.123rd Quarter
    
    $
    17.50
    
    
    $
    14.292nd Quarter
    
    $
    17.68
    
    
    $
    10.881st Quarter
    
    $
    12.50
    
    
    $
    7.03
    19




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Securities Authorized under Equity Compensation Plans
   (c) Number ofsecurities remaining(a) Number of
    
    
    (b) Weighted
    
    
    available for futuresecurities to be
    
    
    average exercise
    
    
    issuance under equityissued upon
    
    
    price of
    
    
    compensation plansexercise of
    
    
    outstanding
    
    
    (excluding securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in ColumnPlan Category
    
    and rights
    
    
    and rights
    
    
    (a))Equity compensation
plans approved by
stockholders 
stock options
    
    
    287,875
    
    
    $
    11.99
    
    
    
    794,834
    (1)Equity compensation
plans approved by
stockholders 
restricted stock
units
    
    
    187,500
    
    
    
    
    
    
    
    309,834
    (1)Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Under our 2008 Equity Incentive Plan, as amended, a total of 794,834 equity based stock
awards are available for distribution, 312,500 of which may be used for grants of Common
Stock, restricted stock and restricted stock units. 
 Item 6  Selected Financial Data
  20




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Statement of Operations Data:
 Year EndedJune 30,
    
    
    June 24,
    
    
    June 25,
    
    
    June 26,
    
    
    June 28,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Net sales
    
    $
    674,212
    
    
    $
    561,633
    
    
    $
    553,846
    
    
    $
    541,771
    
    
    $
    540,858Cost of sales
    
    
    590,021
    
    
    
    466,847
    
    
    
    481,447
    
    
    
    475,538
    
    
    
    499,569Gross profit
    
    
    84,191
    
    
    
    94,786
    
    
    
    72,399
    
    
    
    66,233
    
    
    
    41,289Selling and administrative expenses
    
    
    68,273
    
    
    
    65,114
    
    
    
    57,150
    
    
    
    53,797
    
    
    
    55,457Restructuring expenses
    
    
    
    
    
    
    
    
    
    
    (332
    )
    
    
    1,765
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,047
    )Goodwill impairment loss
    
    
    5,662
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from operations
    
    
    10,256
    
    
    
    29,672
    
    
    
    15,581
    
    
    
    10,671
    
    
    
    (11,121
    )Interest expense
    
    
    (6,444
    )
    
    
    (5,653
    )
    
    
    (7,646
    )
    
    
    (10,502
    )
    
    
    (9,347
    )Debt extinguishment costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,737
    )
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (1,026
    )
    
    
    (1,147
    )
    
    
    (1,277
    )
    
    
    (286
    )
    
    
    (629
    )Income (loss) before income taxes
    
    
    2,786
    
    
    
    22,872
    
    
    
    6,658
    
    
    
    (6,854
    )
    
    
    (21,097
    )Income tax (benefit) expense
    
    
    (49
    )
    
    
    8,447
    
    
    
    (259
    )
    
    
    (897
    )
    
    
    (7,520
    )Net income (loss)
    
    $
    2,835
    
    
    $
    14,425
    
    
    $
    6,917
    
    
    $
    (5,957
    )
    
    $
    (13,577
    )Basic earnings (loss) per common share
    
    $
    0.27
    
    
    $
    1.36
    
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )Diluted earnings (loss) per common share
    
    $
    0.26
    
    
    $
    1.34
    
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )
 Balance Sheet Data:
 June 30,
    
    
    June 24,
    
    
    June 25,
    
    
    June 26,
    
    
    June 28,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Working capital
    
    $
    65,337
    
    
    $
    49,149
    
    
    $
    52,701
    
    
    $
    42,863
    
    
    $
    15,461Total assets
    
    
    351,788
    
    
    
    358,281
    
    
    
    322,699
    
    
    
    350,784
    
    
    
    367,271Long-term debt, less current maturities
    
    
    42,430
    
    
    
    42,680
    
    
    
    49,016
    
    
    
    52,356
    
    
    
    19,783Total debt
    
    
    101,224
    
    
    
    98,666
    
    
    
    93,938
    
    
    
    132,555
    
    
    
    148,034Stockholders equity
    
    
    183,707
    
    
    
    179,894
    
    
    
    165,499
    
    
    
    158,372
    
    
    
    162,991
 
 Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
  Fisher, Orchard Valley Harvest, Sunshine Country
  21




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Fisher
 Fisher
 Annual Highlights
    22




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Results of Operations
  Percentage of Net Sales
    
    
    Percentage Increase/(Decrease)Fiscal 2011
    
    
    Fiscal 2010Fiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2009
    
    
    vs. 2010
    
    
    vs. 2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    20.0
    %
    
    
    1.4
    %Gross profit
    
    
    12.5
    
    
    
    16.9
    
    
    
    13.1
    
    
    
    (11.2
    )
    
    
    30.9Selling expenses
    
    
    6.6
    
    
    
    7.2
    
    
    
    6.6
    
    
    
    9.5
    
    
    
    11.0Administrative expenses
    
    
    3.5
    
    
    
    4.4
    
    
    
    3.7
    
    
    
    (2.8
    )
    
    
    19.0
 Fiscal 2011 Compared to Fiscal 2010
 Net Sales .
   Distribution Channel
    
    Fiscal 2011
    
    
    Fiscal 2010Consumer
    
    $
    414,486
    
    
    $
    331,509Industrial
    
    
    87,830
    
    
    
    78,255Food Service
    
    
    72,987
    
    
    
    63,186Contract Packaging
    
    
    64,025
    
    
    
    52,332Export
    
    
    34,884
    
    
    
    36,351Total
    
    $
    674,212
    
    
    $
    561,633
  Product Type
    
    Fiscal 2011
    
    
    Fiscal 2010Peanuts
    
    
    16.2
    %
    
    
    19.9
    %Pecans
    
    
    18.8
    
    
    
    19.0Cashews & Mixed Nuts
    
    
    21.0
    
    
    
    21.1Walnuts
    
    
    12.0
    
    
    
    12.4Almonds
    
    
    13.8
    
    
    
    11.5Other
    
    
    18.2
    
    
    
    16.1Total
    
    
    100.0
    %
    
    
    100.0
    %
  23




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Fisher Fisher Fisher
     Gross Profit.
  Operating Expenses.
  24




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Income from Operations .
  Interest Expense.
  Rental and Miscellaneous Expense, Net.
  Income Tax (Benefit) Expense.
  Net Income.
  Fiscal 2010 Compared to Fiscal 2009
 Net Sales .
  25




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Distribution Channel
    
    Fiscal 2010
    
    
    Fiscal 2009Consumer
    
    $
    331,509
    
    
    
    59.0
    %
    
    $
    317,097
    
    
    
    57.3
    %Industrial
    
    
    78,255
    
    
    
    13.9
    
    
    
    79,147
    
    
    
    14.3Food Service
    
    
    63,186
    
    
    
    11.3
    
    
    
    64,657
    
    
    
    11.7Contract Packaging
    
    
    52,332
    
    
    
    9.3
    
    
    
    55,753
    
    
    
    10.0Export
    
    
    36,351
    
    
    
    6.5
    
    
    
    37,192
    
    
    
    6.7Total
    
    $
    561,633
    
    
    
    100.0
    %
    
    $
    553,846
    
    
    
    100.0
    %
  Product Type
    
    Fiscal 2010
    
    
    Fiscal 2009Peanuts
    
    
    19.9
    %
    
    
    21.8
    %Pecans
    
    
    19.0
    
    
    
    19.2Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.5Walnuts
    
    
    12.4
    
    
    
    13.3Almonds
    
    
    11.5
    
    
    
    11.3Other
    
    
    16.1
    
    
    
    11.9Total
    
    
    100.0
    %
    
    
    100.0
    %
 Fisher Fisher
     26




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Gross Profit.
  Operating Expenses .
  Income from Operations .
  Interest Expense .
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Expense (Benefit) .
  Net Income.
  27




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Liquidity and Capital Resources
 General.
 Fisher Orchard Valley Harvest
        Real Estate Matters.
  28




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Financing Arrangements.
      29




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30




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Capital Expenditures.
  Off-Balance Sheet Arrangements
  Contractual Cash Obligations
  Less Than 1
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt obligations
    
    $
    79,384
    
    
    $
    13,875
    
    
    $
    14,570
    
    
    $
    10,302
    
    
    $
    40,637Capital lease obligations
    
    
    300
    
    
    
    183
    
    
    
    116
    
    
    
    1
    
    
    
    Minimum operating lease
commitments
    
    
    1,861
    
    
    
    928
    
    
    
    727
    
    
    
    206
    
    
    
    Revolving credit facility
borrowings
    
    
    47,985
    
    
    
    
    
    
    
    47,985
    
    
    
    
    
    
    
    Purchase obligations
    
    
    127,041
    
    
    
    127,041
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
reflected on our balance sheet
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    256,571
    
    
    $
    142,027
    
    
    $
    63,398
    
    
    $
    10,509
    
    
    $
    40,637
  31




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Critical Accounting Policies and Estimates
   Revenue Recognition.
  Inventories.
  Goodwill.
  32




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Impairment of Long-Lived Assets.
   Earn-out Liability.
  33




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##### Table of Contents



Earn-outPaymentEarn-out Measurement
    
    (in thousands)Calendar 2010 net retail sales greater than $25.5 million
    
    $
    79Calendar 2010 net sales greater than $41.5 million and calendar 2010 net
retail sales greater than $36.5 million
    
    
    5,000Calendar 2011 net retail sales greater than $43.0 million
    
    
    2,500Calendar 2010 and calendar 2011 net retail sales greater than $105.0 million
    
    
    2,500Total
    
    $
    10,079
   Related Party Transactions.
  Income Taxes.
   34




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Recent Accounting Pronouncements
   Forward-Looking Statements
  
 35




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Item 7A   Quantitative and Qualitative Disclosures About Market Risk
     36




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Item 8   Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
   /s/ PricewaterhouseCoopers LLPChicago, IllinoisSeptember 2, 2011 37




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 30,
    
    
    June 24,2011
    
    
    2010ASSETSCURRENT ASSETS:Cash
    
    $
    1,321
    
    
    $
    1,437Accounts receivable, less allowances of $2,873 and $2,071, respectively
    
    
    39,031
    
    
    
    39,894Inventories
    
    
    128,938
    
    
    
    114,360Income taxes receivable
    
    
    
    
    
    
    104Deferred income taxes
    
    
    4,882
    
    
    
    4,486Prepaid expenses and other current assets
    
    
    3,079
    
    
    
    4,499TOTAL CURRENT ASSETS
    
    
    177,251
    
    
    
    164,780PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    102,052
    
    
    
    101,421Machinery and equipment
    
    
    157,563
    
    
    
    155,796Furniture and leasehold improvements
    
    
    3,984
    
    
    
    3,969Vehicles
    
    
    505
    
    
    
    632Construction in progress
    
    
    1,188
    
    
    
    2,033274,755
    
    
    
    273,314Less: Accumulated depreciation
    
    
    151,405
    
    
    
    140,353123,350
    
    
    
    132,961Rental investment property, less accumulated depreciation of $5,358
and $4,458, respectively
    
    
    30,342
    
    
    
    31,242TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    153,692
    
    
    
    164,203Cash surrender value of officers life insurance and other assets
    
    
    6,928
    
    
    
    7,723Goodwill
    
    
    
    
    
    
    5,454Intangible assets
    
    
    13,917
    
    
    
    16,121TOTAL ASSETS
    
    $
    351,788
    
    
    $
    358,281
 The accompanying notes are an integral part of these consolidated financial statements.
 38




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 30,
    
    
    June 24,2011
    
    
    2010LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    47,985
    
    
    $
    40,437Current maturities of long-term debt, including
related party debt of $274 and $253, respectively
    
    
    10,809
    
    
    
    15,549Accounts payable, including related party payables of
$35 and $301, respectively
    
    
    28,260
    
    
    
    29,625Book overdraft
    
    
    1,639
    
    
    
    2,061Accrued payroll and related benefits
    
    
    5,308
    
    
    
    10,613Accrued workers compensation
    
    
    4,874
    
    
    
    5,254Other accrued expenses
    
    
    12,222
    
    
    
    12,092Income taxes payable
    
    
    817
    
    
    
    TOTAL CURRENT LIABILITIES
    
    
    111,914
    
    
    
    115,631LONG-TERM LIABILITIES:Long-term debt, less current maturities, including
related party debt of $12,882 and $13,156,
respectively
    
    
    42,430
    
    
    
    42,680Retirement plan
    
    
    10,567
    
    
    
    9,951Deferred income taxes
    
    
    2,050
    
    
    
    4,569Other
    
    
    1,120
    
    
    
    5,556TOTAL LONG-TERM LIABILITIES
    
    
    56,167
    
    
    
    62,756COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Class A Common Stock, convertible to Common Stock on a
per share basis, cumulative voting rights of ten votes
per share, $.01 par value; 10,000,000 shares
authorized, 2,597,426 shares issued and outstanding
    
    
    26
    
    
    
    26Common Stock, noncumulative voting rights of one vote
per share, $.01 par value; 17,000,000 shares
authorized, 8,182,580 and 8,166,849 shares issued,
respectively
    
    
    82
    
    
    
    82Capital in excess of par value
    
    
    102,608
    
    
    
    101,787Retained earnings
    
    
    85,437
    
    
    
    82,602Accumulated other comprehensive loss
    
    
    (3,242
    )
    
    
    (3,399
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    183,707
    
    
    
    179,894TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    351,788
    
    
    $
    358,281
 The accompanying notes are an integral part of these consolidated financial statements.
 39




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JOHN B. SANFILIPPO & SON, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 dollars in thousands, except for earnings per share
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 30, 2011
    
    
    June 24, 2010
    
    
    June 25, 2009Net sales
    
    $
    674,212
    
    
    $
    561,633
    
    
    $
    553,846Cost of sales
    
    
    590,021
    
    
    
    466,847
    
    
    
    481,447Gross profit
    
    
    84,191
    
    
    
    94,786
    
    
    
    72,399Operating expenses:Selling expenses
    
    
    44,346
    
    
    
    40,494
    
    
    
    36,465Administrative expenses
    
    
    23,927
    
    
    
    24,620
    
    
    
    20,685Goodwill impairment
    
    
    5,662
    
    
    
    
    
    
    
    Restructuring expenses
    
    
    
    
    
    
    
    
    
    
    (332
    )Total operating expenses
    
    
    73,935
    
    
    
    65,114
    
    
    
    56,818Income from operations
    
    
    10,256
    
    
    
    29,672
    
    
    
    15,581Other income (expense):Interest expense ($1,055, $1,075 and $1,092
to related parties, respectively)
    
    
    (6,444
    )
    
    
    (5,653
    )
    
    
    (7,646
    )Rental and miscellaneous (expense) income, net
    
    
    (1,026
    )
    
    
    (1,147
    )
    
    
    (1,277
    )Total other expense, net
    
    
    (7,470
    )
    
    
    (6,800
    )
    
    
    (8,923
    )Income before income taxes
    
    
    2,786
    
    
    
    22,872
    
    
    
    6,658Income tax (benefit) expense
    
    
    (49
    )
    
    
    8,447
    
    
    
    (259
    )Net income
    
    $
    2,835
    
    
    $
    14,425
    
    
    $
    6,917Income per common share  basic
    
    $
    0.27
    
    
    $
    1.36
    
    
    $
    0.65Income per common share  diluted
    
    $
    0.26
    
    
    $
    1.34
    
    
    $
    0.65Weighted average shares outstanding  basic
    
    
    10,671,780
    
    
    
    10,642,824
    
    
    
    10,618,240Weighted average shares outstanding  diluted
    
    
    10,770,359
    
    
    
    10,725,108
    
    
    
    10,635,277
 The accompanying notes are an integral part of these consolidated financial statements.
 40




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY   dollars in thousands
 Accumulated OtherClass A Common Stock
    
    
    Common Stock
    
    
    Capital in Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    TotalBalance, June 26, 2008
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,134,599
    
    
    $
    81
    
    
    $
    100,810
    
    
    $
    61,853
    
    
    $
    (3,194
    )
    
    $
    (1,204
    )
    
    $
    158,372Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,917
    
    
    
    
    
    
    
    
    
    
    
    6,917Pension liability
amortization, net of
income tax benefit of
$222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412
    
    
    
    
    
    
    
    412Pension liability
adjustment, net of
income tax benefit of
$45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    82Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,411Stock option exercises
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273Adoption of new
accounting rule for
life insurance
arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (593
    )
    
    
    
    
    
    
    
    
    
    
    (593
    )Balance, June 25, 2009
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,140,599
    
    
    $
    81
    
    
    $
    101,119
    
    
    $
    68,177
    
    
    $
    (2,700
    )
    
    $
    (1,204
    )
    
    $
    165,499Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,425
    
    
    
    
    
    
    
    
    
    
    
    14,425Pension liability
amortization, net of
income tax benefit of
$219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    406Pension liability
adjustment, net of
income tax expense of
$678
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,105
    )
    
    
    
    
    
    
    (1,105
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,726Stock option exercises
    
    
    
    
    
    
    
    
    
    
    26,250
    
    
    
    1
    
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491Balance, June 24, 2010
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,166,849
    
    
    $
    82
    
    
    $
    101,787
    
    
    $
    82,602
    
    
    $
    (3,399
    )
    
    $
    (1,204
    )
    
    $
    179,894Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,835
    
    
    
    
    
    
    
    
    
    
    
    2,835Pension liability
amortization, net of
income tax benefit of
$296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    445
    
    
    
    
    
    
    
    445Pension liability
adjustment, net of
income tax expense of
$190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288
    )
    
    
    
    
    
    
    (288
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,992Equity award exercises
    
    
    
    
    
    
    
    
    
    
    15,731
    
    
    
    
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    730
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    730Balance, June 30, 2011
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,182,580
    
    
    $
    82
    
    
    $
    102,608
    
    
    $
    85,437
    
    
    $
    (3,242
    )
    
    $
    (1,204
    )
    
    $
    183,707
 The accompanying notes are an integral part of these consolidated financial statements.
 41




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS   dollars in thousands
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 30, 2011
    
    
    June 24, 2010
    
    
    June 25, 2009Cash flows from operating activities:Net income
    
    $
    2,835
    
    
    $
    14,425
    
    
    $
    6,917Depreciation and amortization
    
    
    16,968
    
    
    
    15,825
    
    
    
    15,922Loss/(gain) on disposition of properties
    
    
    817
    
    
    
    (85
    )
    
    
    138Deferred income tax (benefit)/expense
    
    
    (3,021
    )
    
    
    557
    
    
    
    (474
    )Stock-based compensation expense
    
    
    730
    
    
    
    491
    
    
    
    273Goodwill impairment
    
    
    5,662
    
    
    
    
    
    
    
    Change in assets and liabilities, net of businesses acquired:Accounts receivable, net
    
    
    767
    
    
    
    (2,169
    )
    
    
    (336
    )Inventories
    
    
    (14,575
    )
    
    
    2,574
    
    
    
    20,743Prepaid expenses and other current assets
    
    
    1,420
    
    
    
    1,573
    
    
    
    (192
    )Accounts payable
    
    
    (1,365
    )
    
    
    3,988
    
    
    
    (1,876
    )Accrued expenses
    
    
    (1,420
    )
    
    
    1,774
    
    
    
    1,586Income taxes receivable/payable
    
    
    921
    
    
    
    (153
    )
    
    
    271Other long-term liabilities
    
    
    (4,436
    )
    
    
    2,778
    
    
    
    1,352Other, net
    
    
    1,933
    
    
    
    479
    
    
    
    (910
    )Net cash provided by operating activities
    
    
    7,236
    
    
    
    42,057
    
    
    
    43,414Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (5,195
    )
    
    
    (8,481
    )
    
    
    (5,912
    )Proceeds from disposition of assets
    
    
    255
    
    
    
    148
    
    
    
    97Purchase of assets of Orchard Valley Harvest, Inc.
    
    
    (115
    )
    
    
    (32,772
    )
    
    
    Cash surrender value of officers life insurance
    
    
    (122
    )
    
    
    (135
    )
    
    
    (205
    )Net cash used in investing activities
    
    
    (5,177
    )
    
    
    (41,240
    )
    
    
    (6,020
    )Cash flows from financing activities:Borrowings under revolving credit facilities
    
    
    274,130
    
    
    
    233,559
    
    
    
    162,548Repayments of revolving credit borrowings
    
    
    (266,582
    )
    
    
    (226,354
    )
    
    
    (197,264
    )Principal payments on long-term debt
    
    
    (5,257
    )
    
    
    (4,055
    )
    
    
    (3,901
    )(Decrease)/increase in book overdraft
    
    
    (422
    )
    
    
    (3,571
    )
    
    
    1,334Payment of contingent consideration
    
    
    (4,135
    )
    
    
    
    
    
    
    Issuance of Common Stock under equity award plans
    
    
    84
    
    
    
    157
    
    
    
    36Tax benefit of equity award exercises
    
    
    7
    
    
    
    21
    
    
    
    Net cash used in financing activities
    
    
    (2,175
    )
    
    
    (243
    )
    
    
    (37,247
    )Net (decrease)/ increase in cash
    
    
    (116
    )
    
    
    574
    
    
    
    147Cash:Beginning of period
    
    
    1,437
    
    
    
    863
    
    
    
    716End of period
    
    $
    1,321
    
    
    $
    1,437
    
    
    $
    863Supplemental disclosures of cash flow information:Interest paid, net of interest capitalized
    
    $
    5,876
    
    
    $
    4,968
    
    
    $
    7,208Income taxes paid, excluding refunds of $81, $29 and $141,
respectively
    
    
    2,163
    
    
    
    7,586
    
    
    
    347Capital lease obligations incurred
    
    
    267
    
    
    
    146
    
    
    
    
 The accompanying notes are an integral part of these consolidated financial statements.
 42




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation and Consolidation
  Management Estimates
  Accounts Receivable
  Inventories
   43




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Property, Plant and Equipment
   Goodwill
   44




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##### Table of Contents



Impairment of Long-Lived Assets
   Facility Consolidation Project/Real Estate Transactions
   June 28, 2012
    
    $
    1,414June 27, 2013
    
    
    1,419June 26, 2014
    
    
    1,432June 25, 2015
    
    
    1,157June 30, 2016
    
    
    1,168Thereafter
    
    
    1,091$
    7,681
  45




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##### Table of Contents



Introductory Funds
  Fair Value of Financial Instruments
    Revenue Recognition
  Significant Customers
  46




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##### Table of Contents



Promotion and Advertising Costs
  Shipping and Handling Costs
  Income Taxes
     Segment Reporting
  47




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##### Table of Contents



Earnings per Share
  Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 30, 2011
    
    
    June 24, 2010
    
    
    June 25, 2009Weighted average shares outstanding  basic
    
    
    10,671,780
    
    
    
    10,642,824
    
    
    
    10,618,240Effect of dilutive securities:Stock options and restricted stock units
    
    
    98,579
    
    
    
    82,284
    
    
    
    17,037Weighted average shares outstanding  diluted
    
    
    10,770,359
    
    
    
    10,725,108
    
    
    
    10,635,277
  Comprehensive Income
  Recent Accounting Pronouncements
    48




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##### Table of Contents



NOTE 2  INVENTORIES
  June 30, 2011
    
    
    June 24, 2010Raw material and supplies
    
    $
    57,980
    
    
    $
    54,990Work-in-process and finished goods
    
    
    70,958
    
    
    
    59,370Total
    
    $
    128,938
    
    
    $
    114,360
 NOTE 3  ACQUISITION OF ORCHARD VALLEY HARVEST, INC.
   Purchase Price Measurement
    
    AmountAccounts receivable
    
    $
    5,049Inventories
    
    
    10,648Other assets
    
    
    2,130Property, plant and equipment
    
    
    3,408Intangible assets, including customer relationships,
non-compete agreement and brand names (See Note 4 below)
    
    
    16,170Goodwill
    
    
    5,662Accounts payable and accrued liabilities
    
    
    (2,911
    )Debt
    
    
    (1,432
    )Earn-out liability
    
    
    (5,837
    )Total
    
    $
    32,887
   49




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##### Table of Contents



Earn-outEarn-out Measurement
    
    PaymentCalendar 2010 net retail sales greater than $25,500
    
    $
    79Calendar 2010 net sales greater than $41,500 and calendar 2010 net
retail sales greater than $36,500
    
    
    5,000Calendar 2011 net retail sales greater than $43,000
    
    
    2,500Calendar 2010 and calendar 2011 net retail sales greater than $105,000
    
    
    2,500Total
    
    $
    10,079
     Year Ended
    
    
    Year EndedJune 24, 2010
    
    
    June 25, 2009Net sales
    
    $
    614,336
    
    
    $
    605,549Net income
    
    $
    18,241
    
    
    $
    6,648Diluted earnings per share
    
    $
    1.70
    
    
    $
    0.63
  50




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##### Table of Contents



NOTE 4  GOODWILL AND INTANGIBLE ASSETS
   June 30, 2011
    
    
    June 24, 2010Customer relationships
    
    $
    10,600
    
    
    $
    10,600Non-compete agreement
    
    
    5,400
    
    
    
    5,400Brand names
    
    
    8,090
    
    
    
    8,090Total intangible assets, gross
    
    
    24,090
    
    
    
    24,090Less accumulated amortization:Customer relationships
    
    
    (1,660
    )
    
    
    (146
    )Non-compete agreement
    
    
    (556
    )
    
    
    (43
    )Brand names
    
    
    (7,957
    )
    
    
    (7,780
    )Total accumulated amortization
    
    
    (10,173
    )
    
    
    (7,969
    )Net intangible assets
    
    $
    13,917
    
    
    $
    16,121
 Fisher Fisher
 NOTE 5  REVOLVING CREDIT FACILITY
    51




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##### Table of Contents



NOTE 6  LONG-TERM DEBT
  June 30, 2011
    
    
    June 24, 2010Mortgage Facility (Tranche
A), collateralized by real
property, due in monthly
principal installments of
$200 plus interest at 7.63%
per annum through February
2023 with a final principal
payment of $600 in March
2023
    
    $
    28,400
    
    
    $
    31,000Mortgage Facility (Tranche
B), collateralized by real
property, due in monthly
principal installments of
$50 plus interest at the
greater of LIBOR plus 5.50%
per annum or 6.50% through
February 2023 with a final
principal payment of $150
in March 2023
    
    
    7,100
    
    
    
    7,750Industrial development
bonds, collateralized by
building, machinery and
equipment with a cost
aggregating $8,000
    
    
    3,805
    
    
    
    4,280Selma, Texas facility
financing obligation to
related parties, due in
monthly installments of
$109 through September 1,
2031
    
    
    13,156
    
    
    
    13,410Equipment loan,
collateralized by machinery
and equipment, monthly
installments of $30 through
December 2012
    
    
    502
    
    
    
    1,340Capitalized equipment leases
    
    
    276
    
    
    
    44953,239
    
    
    
    58,229Less: Current maturities
    
    
    (10,809
    )
    
    
    (15,549
    )Total long-term debt
    
    $
    42,430
    
    
    $
    42,680
  52




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53




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June 28, 2012
    
    $
    10,809June 27, 2013
    
    
    6,225June 26, 2014
    
    
    2,740June 25, 2015
    
    
    2,749June 30, 2016
    
    
    2,776Thereafter
    
    
    27,940Total
    
    $
    53,239
 NOTE 7  INCOME TAXES
  June 30, 2011
    
    
    June 24, 2010
    
    
    June 25, 2009Current
    
    $
    2,972
    
    
    $
    7,890
    
    
    $
    215Deferred
    
    
    (3,021
    )
    
    
    557
    
    
    
    (474
    )Total income tax (benefit) expense
    
    $
    (49
    )
    
    $
    8,447
    
    
    $
    (259
    )
  June 30,
    
    
    June 24,
    
    
    June 25,2011
    
    
    2010
    
    
    2009Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal benefit
    
    
    (18.9
    )
    
    
    4.2
    
    
    
    7.8R & D tax credit
    
    
    (5.7
    )
    
    
    
    
    
    
    Net change in valuation allowance for net
deferred tax assets
    
    
    
    
    
    
    
    
    
    
    (45.5
    )Domestic manufacturing deduction
    
    
    (10.7
    )
    
    
    (2.0
    )
    
    
    Other
    
    
    (1.5
    )
    
    
    (0.3
    )
    
    
    (1.2
    )Effective tax rate
    
    
    (1.8
    )%
    
    
    36.9
    %
    
    
    (3.9
    )%
  54




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June 30, 2011
    
    
    June 24, 2010Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityCurrentAccounts receivable
    
    $
    278
    
    
    $
    
    
    
    $
    217
    
    
    $
    Employee compensation
    
    
    1,264
    
    
    
    
    
    
    
    1,551
    
    
    
    Inventory
    
    
    430
    
    
    
    
    
    
    
    302
    
    
    
    Workers compensation
    
    
    1,579
    
    
    
    
    
    
    
    1,599
    
    
    
    Other
    
    
    1,331
    
    
    
    
    
    
    
    817
    
    
    
    Total current
    
    $
    4,882
    
    
    $
    
    
    
    $
    4,486
    
    
    $
    Long termDepreciation
    
    $
    
    
    
    $
    (11,864
    )
    
    $
    
    
    
    $
    (11,481
    )Amortization
    
    
    78
    
    
    
    
    
    
    
    57
    
    
    
    
    )Capitalized leases
    
    
    757
    
    
    
    
    
    
    
    595
    
    
    
    Goodwill
    
    
    3,587
    
    
    
    
    
    
    
    280
    
    
    
    Operating loss carryforwards
    
    
    668
    
    
    
    
    
    
    
    668
    
    
    
    Retirement plan
    
    
    4,227
    
    
    
    
    
    
    
    3,881
    
    
    
    Employee compensation
    
    
    
    
    
    
    
    
    
    
    1,131
    
    
    
    Valuation allowance
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    565
    
    
    
    
    
    
    
    300
    
    
    
    Total long-term
    
    $
    9,814
    
    
    $
    (11,864
    )
    
    $
    6,912
    
    
    $
    (11,481
    )Total
    
    $
    14,696
    
    
    $
    (11,864
    )
    
    $
    11,398
    
    
    $
    (11,481
    )
   Year EndingJune 28, 2012
    
    $
    264June 27, 2013
    
    
    41June 26, 2014
    
    
    10June 25, 2015
    
    
    41June 30, 2016
    
    
    27
    55




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##### Table of Contents



NOTE 8  COMMITMENTS AND CONTINGENCIES
 Operating Leases
  June 28, 2012
    
    $
    928June 27, 2013
    
    
    515June 26, 2014
    
    
    212June 25, 2015
    
    
    154June 30, 2016
    
    
    52Thereafter
    
    
    $
    1,861
 Earnout Liability
  Litigation
  Cardenas et. al. v John B. Sanfilippo & Son, Inc.
    56




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##### Table of Contents



NOTE 9  STOCKHOLDERS EQUITY
  NOTE 10  STOCK-BASED COMPENSATION PLANS
   57




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WeightedAverageExerciseShares
    
    
    PriceOutstanding at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Activity:Granted
    
    
    1,500
    
    
    
    5.88Exercised
    
    
    (6,000
    )
    
    
    5.98Forfeited
    
    
    (84,000
    )
    
    
    9.58Outstanding at June 25, 2009
    
    
    381,940
    
    
    $
    11.97Activity:Granted
    
    
    2,500
    
    
    
    15.19Exercised
    
    
    (26,250
    )
    
    
    6.22Forfeited
    
    
    (30,500
    )
    
    
    16.00Outstanding at June 24, 2010
    
    
    327,690
    
    
    $
    12.08Activity:Granted
    
    
    1,000
    
    
    
    14.73Exercised
    
    
    (13,065
    )
    
    
    6.42Forfeited
    
    
    (27,750
    )
    
    
    15.79Outstanding at June 30, 2011
    
    
    287,875
    
    
    $
    11.99Exercisable at June 30, 2011
    
    
    266,000
    
    
    $
    12.26Exercisable at June 24, 2010
    
    
    270,565
    
    
    $
    12.76Exercisable at June 25, 2009
    
    
    279,065
    
    
    $
    12.74
  June 30, 2011
    
    June 24, 2010
    
    June 25, 2009Average risk-free interest rate
    
    2.2%
    
    3.0%
    
    2.5%Expected dividend yield
    
    0.0%
    
    0.0%
    
    0.0%Expected volatility
    
    43.6%
    
    50.4%
    
    52.8%Expected life (years)
    
    6.3
    
    6.3
    
    6.3
   58




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WeightedAverage GrantDate FairOptions
    
    Shares
    
    
    ValueNon-vested at June 24, 2010
    
    
    57,125
    
    
    $
    4.83Activity:Granted
    
    
    1,000
    
    
    
    6.71Vested
    
    
    (35,125
    )
    
    
    4.91Forfeited
    
    
    (1,125
    )
    
    
    4.45Non-vested, at June 30, 2011
    
    
    21,875
    
    
    $
    4.81
  Option Price Per Share Range$5.88 - $11.30
    
    
    $14.73 - $32.30Number of options
    
    
    175,250
    
    
    
    112,625Weighted-average exercise price
    
    $
    8.41
    
    
    $
    17.56Weighted-average remaining life (years)
    
    
    4.2
    
    
    
    3.2Number of options exercisable
    
    
    156,000
    
    
    
    110,000Weighted average exercise price for exercisable options
    
    $
    8.47
    
    
    $
    17.62
  WeightedAverage GrantDate FairRestricted Stock Units
    
    Shares
    
    
    ValueOutstanding at June 24, 2010
    
    
    107,500
    
    
    $
    10.53Activity:Granted
    
    
    85,500
    
    
    
    12.30Exercised
    
    
    (2,666
    )
    
    
    9.13Forfeited
    
    
    (2,834
    )
    
    
    11.54Outstanding at June 30, 2011
    
    
    187,500
    
    
    $
    11.34
    59




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June 30,2011Weighted average expected stock-price volatility
    
    
    49.3
    %Average risk-free rate
    
    
    2.8
    %Average dividend yield
    
    
    0.0
    %Weighted average expected remaining life (in years)
    
    
    9.0Forfeiture percentage
    
    
    0.0
    %
 NOTE 11  EMPLOYEE BENEFIT PLANS
    NOTE 12  RETIREMENT PLAN
  60




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June 30,
    
    
    June 24,2011
    
    
    2010Change in projected benefit obligationBenefit obligation at beginning of year
    
    $
    10,604
    
    
    $
    8,749Service cost
    
    
    216
    
    
    
    145Interest cost
    
    
    577
    
    
    
    581Actuarial loss
    
    
    478
    
    
    
    1,783Benefits paid
    
    
    (654
    )
    
    
    (654
    )Projected benefit obligation at end of year
    
    $
    11,221
    
    
    $
    10,604
  June 30,
    
    
    June 24,
    
    
    June 25,2011
    
    
    2010
    
    
    2009Actuarial Loss (Gain)Change in bonus expectation
    
    $
    
    
    
    $
    
    
    
    $
    91Change in assumed pay increases
    
    
    79
    
    
    
    95
    
    
    
    Change in discount rate
    
    
    150
    
    
    
    1,611
    
    
    
    (399
    )Other
    
    
    249
    
    
    
    77
    
    
    
    180Actuarial loss (gain)
    
    $
    478
    
    
    $
    1,783
    
    
    $
    (128
    )
  June 30,
    
    
    June 24,
    
    
    June 25,2011
    
    
    2010
    
    
    2009Service cost
    
    $
    216
    
    
    $
    145
    
    
    $
    138Interest cost
    
    
    577
    
    
    
    581
    
    
    
    562Recognized gain amortization
    
    
    (216
    )
    
    
    (332
    )
    
    
    (324
    )Prior service cost amortization
    
    
    957
    
    
    
    957
    
    
    
    957Net periodic pension cost
    
    $
    1,534
    
    
    $
    1,351
    
    
    $
    1,333
   June 30,
    
    
    June 24,2011
    
    
    2010Discount rate
    
    
    5.51
    %
    
    
    5.61
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% - 70% of base,paid 3 of 5 years
    
    
    60% - 70% of base,paid 3 of 5 years
 61




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##### Table of Contents



June 30,
    
    
    June 24,
    
    
    June 25,2011
    
    
    2010
    
    
    2009Discount rate
    
    
    5.61
    %
    
    
    6.90
    %
    
    
    6.52
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% - 70% of base,paid 3 of 5 years
    
    
    60% - 70% of base,paid 3 of 5 years
    
    
    60% of base,paid 3 of 5 years
   Fiscal year2012
    
    $
    6542013
    
    
    6522014
    
    
    6482015
    
    
    6402016
    
    
    6302017  2021
    
    
    2,846
  June 30, 2011
    
    
    June 24, 2010Unrecognized net gain
    
    $
    4,042
    
    
    $
    4,737Unrecognized prior service cost
    
    
    (9,091
    )
    
    
    (10,049
    )Tax effect
    
    
    1,807
    
    
    
    1,913Net amount recognized
    
    $
    (3,242
    )
    
    $
    (3,399
    )
  NOTE 13  TRANSACTIONS WITH RELATED PARTIES
   62




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NOTE 14  DISTRIBUTION CHANNEL AND PRODUCT TYPE SALES MIX
   June 30,
    
    
    June 24,
    
    
    June 25,Distribution Channel
    
    2011
    
    
    2010
    
    
    2009Consumer
    
    $
    414,486
    
    
    $
    331,509
    
    
    $
    317,097Industrial
    
    
    87,830
    
    
    
    78,255
    
    
    
    79,147Food Service
    
    
    72,987
    
    
    
    63,186
    
    
    
    64,657Contract Packaging
    
    
    64,025
    
    
    
    52,332
    
    
    
    55,753Export
    
    
    34,884
    
    
    
    36,351
    
    
    
    37,192Total
    
    $
    674,212
    
    
    $
    561,633
    
    
    $
    553,846
  June 30,
    
    
    June 24,
    
    
    June 25,Product Type
    
    2011
    
    
    2010
    
    
    2009Peanuts
    
    
    16.2
    %
    
    
    19.9
    %
    
    
    21.8
    %Pecans
    
    
    18.8
    
    
    
    19.0
    
    
    
    19.2Cashews & Mixed Nuts
    
    
    21.0
    
    
    
    21.1
    
    
    
    22.5Walnuts
    
    
    12.0
    
    
    
    12.4
    
    
    
    13.3Almonds
    
    
    13.8
    
    
    
    11.5
    
    
    
    11.3Other
    
    
    18.2
    
    
    
    16.1
    
    
    
    11.9Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  NOTE 15  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    
    Additions
    
    
    Deductions
    
    
    End of PeriodJune 30, 2011Allowance for doubtful accounts
    
    $
    160
    
    
    $
    281
    
    
    $
    (217
    )
    
    $
    224Reserve for cash discounts
    
    
    398
    
    
    
    8,100
    
    
    
    (8,028
    )
    
    
    470Reserve for customer deductions
    
    
    1,513
    
    
    
    6,103
    
    
    
    (5,437
    )
    
    
    2,179Total
    
    $
    2,071
    
    
    $
    14,484
    
    
    $
    (13,682
    )
    
    $
    2,873June 24, 2010Allowance for doubtful accounts
    
    $
    138
    
    
    $
    22
    
    
    $
    
    
    
    $
    160Reserve for cash discounts
    
    
    416
    
    
    
    7,058
    
    
    
    (7,076
    )
    
    
    398Reserve for customer deductions
    
    
    2,211
    
    
    
    3,419
    
    
    
    (4,117
    )
    
    
    1,513Total
    
    $
    2,765
    
    
    $
    10,499
    
    
    $
    (11,193
    )
    
    $
    2,071June 25, 2009Income tax valuation allowance
    
    $
    3,038
    
    
    $
    
    
    
    $
    (3,038
    )
    
    $
    Allowance for doubtful accounts
    
    
    111
    
    
    
    33
    
    
    
    (6
    )
    
    
    138Reserve for cash discounts
    
    
    310
    
    
    
    6,780
    
    
    
    (6,674
    )
    
    
    416Reserve for customer deductions
    
    
    1,796
    
    
    
    6,233
    
    
    
    (5,818
    )
    
    
    2,211Total
    
    $
    5,255
    
    
    $
    13,046
    
    
    $
    (15,536
    )
    
    $
    2,765
 63




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##### Table of Contents



NOTE 16  PRODUCT RECALL
    NOTE 17  SUPPLEMENTARY QUARTERLY DATA (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterYear Ended June 30, 2011:Net sales
    
    $
    146,788
    
    
    $
    223,600
    
    
    $
    137,442
    
    
    $
    166,382Gross profit
    
    
    20,541
    
    
    
    27,236
    
    
    
    9,986
    
    
    
    26,428Income (loss) from operations
    
    
    3,484
    
    
    
    9,889
    
    
    
    (7,601
    )
    
    
    4,484Net income (loss)
    
    
    1,079
    
    
    
    5,172
    
    
    
    (5,625
    )
    
    
    2,209Basic earnings (loss) per
common share
    
    $
    0.10
    
    
    $
    0.48
    
    
    $
    (0.53
    )
    
    $
    0.21Diluted earnings (loss) per
common share
    
    $
    0.10
    
    
    $
    0.48
    
    
    $
    (0.53
    )
    
    $
    0.21Year Ended June 24, 2010:Net sales
    
    $
    126,812
    
    
    $
    180,070
    
    
    $
    113,194
    
    
    $
    141,557Gross profit
    
    
    23,874
    
    
    
    32,736
    
    
    
    13,553
    
    
    
    24,623Income (loss) from operations
    
    
    9,710
    
    
    
    15,382
    
    
    
    (1,400
    )
    
    
    5,980Net income (loss)
    
    
    4,766
    
    
    
    8,820
    
    
    
    (1,900
    )
    
    
    2,739Basic earnings (loss) per
common share
    
    $
    0.45
    
    
    $
    0.83
    
    
    $
    (0.18
    )
    
    $
    0.26Diluted earnings (loss) per
common share
    
    $
    0.45
    
    
    $
    0.82
    
    
    $
    (0.18
    )
    
    $
    0.25
  64




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##### Table of Contents



Consolidated Statement of Cash Flows for the Thirty-Nine Weeks Ended March 24, 2011
   Net Cash Used in
    
    
    Net Cash Provided by
    
    
    Change inOperating Activities
    
    
    Financing Activities
    
    
    CashPreviously
    
    
    
    
    
    
    PreviouslyReported
    
    
    Revised
    
    
    Reported
    
    
    RevisedThirty-nine weeks ended March 24, 2011
    
    $
    (31,409
    )
    
    $
    (27,274
    )
    
    $
    34,689
    
    
    $
    30,554
    
    
    
    
 Item 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A   Controls and Procedures
 Disclosure Controls and Procedures
  65




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control-Integrated Framework
  Changes in Internal Control over Financial Reporting
  Limitations on the Effectiveness of Controls
  Item 9B  Other Information
  
 PART III
 Item 10  Directors and Executive Officers of the Registrant
  www.jbssinc.com
 66




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##### Table of Contents



Item 11  Executive Compensation
  Item 12  Security Ownership of Certain Beneficial Owners and Management
  Item 13  Certain Relationships and Related Transactions, and Director Independence
  Item 14  Principal Accountant Fees and Services
  67




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##### Table of Contents



PART IV
 Item 15  Exhibits and Financial Statement Schedules
 (a) (1) Financial Statements
 
       (2) Financial Statement Schedules
  (3) Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  68




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##### Table of Contents



SIGNATURES
  Date: September 2, 2011
    JOHN B. SANFILIPPO & SON, INC.By:
    /s/ Jeffrey T. SanfilippoJeffrey T. SanfilippoChief Executive Officer  Name
    
    Title
    
    Date/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    September 2, 2011/s/ Michael J. Valentine

Michael J. Valentine
    
    Chief Financial Officer and Group President and Director
(Principal Financial Officer)
    
    September 2, 2011/s/ Herbert J. Marros

Herbert J. Marros
    
    Director of Financial Reporting and Taxation
(Principal Accounting Officer)
    
    September 2, 2011/s/ Jasper B. Sanfilippo

Jasper B. Sanfilippo
    
    Director
    
    September 2, 2011/s/ Mathias A. Valentine

Mathias A. Valentine
    
    Director
    
    September 2, 2011/s/ Jim Edgar

Jim Edgar
    
    Director
    
    September 2, 2011/s/ Timothy R. Donovan

Timothy R. Donovan
    
    Director
    
    September 2, 2011/s/ Jasper B. Sanfilippo, Jr.

Jasper B. Sanfilippo, Jr.
    
    Director
    
    September 2, 2011/s/ Daniel M. Wright

Daniel M. Wright
    
    Director
    
    September 2, 2011/s/ Ellen C.Taaffe

Ellen Taaffe
    
    Director
    
    September 2, 2011
 69




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of John B. Sanfilippo & Son, Inc. (the Registrant or the
Company)(13)3.2
    
    Amended and Restated Bylaws of Registrant(12)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)5-9
    
    Not applicable10.1
    
    Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority
Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987, dated as of
June 1, 1987(1)10.2
    
    Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its
initial public offering(2)10.3
    
    Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)*10.4
    
    The Registrants 1998 Equity Incentive Plan(4)*10.5
    
    First Amendment to the Registrants 1998 Equity Incentive Plan(5)*10.6
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among
John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23,
1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003(6)*10.7
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among
Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine
and Registrant, dated December 31, 2003(6)*10.8
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo
Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant,
dated December 31, 2003(7)*10.9
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance
Trust, Mathias Valentine, Mary Valentine and Registrant, dated December 31, 2003(7)10.10
    
    Development Agreement, dated as of May 26, 2004, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300
East Touhy Avenue Limited Partnership, an Illinois limited partnership(8)10.11
    
    Agreement For Sale of Real Property, dated as of June 18, 2004, by and between the State of Illinois,
acting by and through its Department of Central Management Services, and the City of Elgin(8)*10.12
    
    The Registrants Restated Supplemental Retirement Plan(10)*10.13
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(9)*10.14
    
    Amended and Restated Sanfilippo Value Added Plan, dated August 31, 2011, filed herewith
 70




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ExhibitNumber
    
    Description10.15
    
    Credit Agreement, dated as of February 7, 2008, by and among the Company, the financial institutions
named therein as lenders, Wells Fargo Foothill, LLC (WFF), as the arranger and administrative agent for
the lenders, and Wachovia Capital Finance Corporation (Central), in its capacity as documentation
agent(11)10.16
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent
for the lenders(11)10.17
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life
Insurance Company (TFLIC)(11)10.18
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of February 7,
2008, made by the Company related to its Elgin, Illinois property for the benefit of TFLIC(11)10.19
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of February 7,
2008, made by JBSS Properties, LLC related to its Elgin, Illinois property for the benefit of
TFLIC(11)10.20
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of
February 7, 2008, made by the Company related to its Gustine, California property for the benefit of
TFLIC(11)10.21
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of
February 7, 2008, made by the Company related to its Garysburg, North Carolina property for the benefit
of TFLIC(11)10.22
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0 million executed by
the Company in favor of TFLIC(11)10.23
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0 million executed by
the Company in favor of TFLIC(11)*10.24
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(14)*10.25
    
    The Registrants 2008 Equity Incentive Plan, as amended(14)*10.26
    
    The Registrants Employee Restricted Stock Unit Award Agreement(15)*10.27
    
    The Registrants First Form of Non-Employee Director Restricted Stock Unit Award Agreement(15)*10.28
    
    The Registrants Second Form of Non-Employee Director Restricted Stock Unit Award Agreement(19)10.29
    
    Form of Indemnification Agreement(16)**10.30
    
    First Amendment to Credit Agreement, dated as of March 8, 2010, by and among the Company, Wells Fargo
Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and administrative agent and Burdale
Financial Limited, as a lender(17)10.31
    
    Purchase Agreement by and between the Company and Orchard Valley Harvest, Inc. dated May 5, 2010, and
signed by Stephen J. Kerr, John Potter and Matthew I. Freidrich, solely as the Trustee of the Payton
Potter 2007 Irrevocable Trust(18)10.32
    
    Form of Change-of-Control Employment Security Agreement and Non-Compete(20)10.33
    
    Second Amendment to Credit Agreement, dated as of July 15, 2011, by and among the Company, Wells Fargo
Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and administrative agent and
Southwest Georgia Farm Credit, ACA for itself and as agent/nominee for Southwest Georgia Farm Credit,
FLCA, as a lender(21)11-13
    
    Not applicable14
    
    The Registrants Code of Conduct, as amended(22)15-20
    
    Not applicable21
    
    Subsidiaries of the Registrant, filed herewith
 71




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##### Table of Contents



ExhibitNumber
    
    Description22
    
    Not applicable23
    
    Consent of PricewaterhouseCoopers LLP, filed herewith24-30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as
amended, filed herewith31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as
amended, filed herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, as amended, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, as amended, filed herewith33-101
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 28, 2000 (Commission File No. 0-19681).(6)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2003 (Commission File No. 0-19681).(7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 25, 2004 (Commission File No. 0-19681).(8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 24, 2004 (Commission File No. 0-19681).(9)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 30, 2005 (Commission File No. 0-19681).(10)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 28, 2007 (Commission File No. 0-19681).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
February 7, 2008 (Commission File No. 0-19681). 72




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##### Table of Contents



(12)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 27, 2007 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 24, 2005 (Commission File No. 0-19681).(14)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2008 (Commission File No. 0-19681).(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
November 10, 2009 (Commission File No. 0-19681).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
29, 2009 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
8, 2010 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 5, 2010
(Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 8,
2010 (Commission File No. 0-19681).(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated January 31,
2011 (Commission File No. 0-19681).(21)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July 18, 2011
(Commission File No. 0-19681).(22)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 4, 2011
(Commission File No. 0-19681). 
 *
    
    Indicates a management contract or compensatory plan or arrangement.**
    
    Confidential treatment has been requested for portions of this exhibit. These portions have
been omitted and submitted separately to the Securities and Exchange Commission. 73