Sanmina
Annual Report 2012

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One)[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 29, 2012or[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to .Commission File Number 0-21272Sanmina Corporation(Exact name of registrant as specified in its charter)Delaware 77-0228183(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2700 N. First St., San Jose, CA 95134(Address of principal executive offices) (Zip Code)Registrant's telephone number, including area code: (408) 964-3500Securities registered pursuant to Section 12(b) of the Act:Common Stock, $0.01 Par ValueSecurities registered pursuant to Section 12(g) of the Act:None(Title of Class)Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ x ]Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [ ] No [ x ] Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes [ x ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not becontained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer [ ] Accelerated filer [ x ]Non-accelerated filer [ ] Smaller reporting company [ ](Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ] The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $581,683,037 as of March 30,2012, based upon the last reported sale price of the common stock on the NASDAQ Global Select Market on March 30, 2012.As of November 9, 2012, the number of shares outstanding of the registrant's common stock was 81,765,109. DOCUMENTS INCORPORATED BY REFERENCE Certain information is incorporated into Part III of this report by reference to the Proxy Statement for the registrant's annual meeting of stockholders to be held onMarch 11, 2013 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by thisForm 10-K.Table of ContentsSANMINA CORPORATION INDEX PART IItem 1.Business3Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments29Item 2.Properties30Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures32PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities33Item 6.Selected Financial Data34Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk51Item 8.Financial Statements and Supplementary Data51Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure88Item 9A.Controls and Procedures88Item 9B.Other Information89PART IIIItem 10.Directors and Executive Officers of the Registrant90Item 11.Executive Compensation90Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90Item 13.Certain Relationships and Related Transactions90Item 14.Principal Accountant Fees and Services90PART IVItem 15.Exhibits and Financial Statement Schedules91Signatures982Table of Contents Item 1. Business Overview Sanmina Corporation (“we” or “Sanmina”) is a leading global provider of integrated manufacturing solutions, components, products and repair,logistics and after-market services. We provide these comprehensive offerings primarily to original equipment manufacturers, or OEMs, in thecommunications networks, computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical, cleantechnology (or "CleanTech") and automotive industries. The combination of our advanced technologies, extensive manufacturing expertise and economies ofscale enables us to meet the specialized needs of our customers in these markets in a cost-effective manner. We were originally incorporated in Delaware in May1989. On November 15, 2012, we changed our name from Sanmina-SCI Corporation to Sanmina Corporation. Our end-to-end solutions, combined with our global expertise in supply chain management, enable us to manage our customers' products throughouttheir life cycles. These services include: •product design and engineering, including initial development, detailed design, prototyping, validation, preproduction services andmanufacturing design release; •manufacturing of components, subassemblies and complete systems; •final system assembly and test; •direct order fulfillment and logistics services; and •after-market product service and support. We participate in the Electronics Manufacturing Services (EMS) industry and manage our operations as two businesses:1) Integrated Manufacturing Solutions (IMS), which is a reportable segment consisting of printed circuit board assembly and test, optical and RF(Radio Frequency) modules, final system assembly and test, and direct order fulfillment. This segment generated 81% of our total revenue in2012.2) Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabricationand backplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products,which includes memory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospaceindustry; and storage products from Newisys; and Services, which includes design, engineering, logistics and repair services.We have facilities in 25 countries on six continents. We seek to locate our facilities near our customers and our customers' end markets in majorcenters for the electronics industry or in lower cost locations. Many of our plants located near our customers and their end markets are focused primarily onfinal system assembly and test, while our plants located in lower cost areas engage primarily in higher volume, less complex component and subsystemmanufacturing and assembly. We have become one of the largest global manufacturing solutions providers by capitalizing on our competitive strengths including our: • end-to-end services; • product design and engineering resources; • vertically integrated manufacturing solutions; • advanced technologies;•robust IT systems;3Table of Contents • global capabilities; • customer-focused organization; and • expertise in serving diverse end markets.Industry Overview EMS companies are the principal beneficiaries of the increased use of outsourced manufacturing services by the electronics and other industries.Outsourced manufacturing refers to an OEM's use of EMS companies, rather than internal manufacturing capabilities, to manufacture their products.Historically, EMS companies generally manufactured only components or partial assemblies. As the EMS industry has evolved, OEMs have increased theirreliance on EMS companies for additional, more complex manufacturing services including design services. Today, EMS companies manufacture and testcomplete systems and manage the entire supply chains of their customers. Industry leading EMS companies offer end-to-end services including product designand engineering, manufacturing, final system assembly and test, direct order fulfillment and logistics, after-market product service and support, and globalsupply chain management. We believe increased outsourced manufacturing by OEMs will continue because it allows OEMs to: •reduce operating costs and capital investment; •focus on core competencies; •access leading design and engineering capabilities; •improve supply chain management and purchasing power;•access global manufacturing services; and •accelerate time to market. Our Business Strategy Our objective is to maintain and enhance our leadership position in the technology industry. Key elements of our strategy include:Capitalizing on Our Comprehensive Solutions. We intend to capitalize on our end-to-end solutions which we believe will allow us to both selladditional solutions to our existing customers and attract new customers. Our end-to-end solutions include product design and engineering, manufacturing,final system assembly and test, direct order fulfillment and logistics services, after-market product service and support and supply chain management. Ourvertically integrated manufacturing solutions enable us to manufacture additional system components and subassemblies for our customers. When we providea customer with a number of services, such as component manufacturing or higher value-added solutions, we are often able to improve our margins andprofitability. Consequently, our goal is to increase the number of manufacturing programs for which we provide multiple solutions. To achieve this goal, oursales and marketing organization seeks to cross-sell our solutions to customers. Extending Our Technology Capabilities. We rely on advanced processes and technologies to provide our products, components and verticallyintegrated manufacturing solutions. We continually strive to improve our manufacturing processes and have adopted a number of quality improvement andmeasurement techniques to monitor our performance. We work with our customers to anticipate their future product and manufacturing requirements and alignour technology investment activities with their needs. We use our design expertise to develop product technology platforms that we can customize byincorporating other components and subassemblies to meet the needs of particular OEMs. These technologies enhance our ability to manufacture complex,high-value added products, allowing us to continue to win business from existing and new customers.Attract and Retain Long-Term Customer Partnerships. A core component of our strategy is to attract, build and retain long-term partnershipswith companies in growth industries that will benefit from our global footprint and unique value proposition in advanced electronics manufacturing. As aresult of this customer-centric approach, we have experienced business4Table of Contentsgrowth from both existing and new customers and will continue to cultivate these partnerships with additional products and value-added solutions.Joint Design Manufacturing Solutions. As a result of customer feedback, and our customers' desire to manage research and developmentexpenses, we have expanded our product design services to develop systems and components jointly with our customers. In a JDM model, our customers bringmarket knowledge and product requirements. We offer complete design engineering and new product introduction (NPI) services. Our offerings in designengineering include product architecture, development, integration, regulatory and qualification services; while NPI services include quick-turn prototyping,supply chain readiness, functional test development and release to volume production. Continuing to Penetrate Diverse End Markets. We focus our marketing and sales efforts on major end markets within the technology industry.We have targeted markets that we believe offer significant growth opportunities and for which OEMs sell complex products that are subject to rapidtechnological change because the manufacturing of these products requires higher value-added services. Our approach to our target markets is two-fold: weintend to strengthen our significant presence in the communications, computing and multimedia markets, and also focus on under-penetrated target markets,including the medical, industrial and semiconductor capital equipment, CleanTechnology, automotive, and defense and aerospace industries, many of whichhave not extensively relied upon outsource manufacturing companies in the past. We intend to continue our diversification across market segments andcustomers to reduce our dependence on any particular market. Pursuing Strategic Transactions. We seek to undertake strategic transactions that give us the opportunity to access new customers' products,manufacturing solutions, repair service capabilities, technologies and geographic markets. In addition, we plan to continue to pursue OEM divestituretransactions that will augment existing strategic customer relationships with favorable supply agreement terms or build new relationships with customers inattractive end markets. Potential future transactions may include a variety of different business arrangements, including acquisitions, spin-offs, strategicpartnerships, restructurings and divestitures. We intend to continue to evaluate and pursue strategic opportunities on a highly selective basis. Continuing to Seek Cost Savings and Efficiency Improvements. We seek to optimize our facilities to provide cost-efficient services for ourcustomers. We maintain extensive operations in lower cost locations, including Latin America, Eastern Europe, China, Southeast Asia and India, and we planto expand our presence in these lower cost locations as appropriate to meet the needs of our customers. We believe we are well positioned to take advantage offuture opportunities on a global basis as a result of our existing footprint in 25 countries.Our Competitive StrengthsWe believe our competitive strengths differentiate us from our competitors and enable us to better serve the needs of OEMs. Our competitive strengthsinclude: End-to-End Solutions. We provide solutions throughout the world to support our customers' products during their entire life cycle, from productdesign and engineering, through manufacturing, to direct order fulfillment, logistics and after-market product service and support. We believe our end-to-endsolutions are more comprehensive than the services offered by our competitors because of our focus on adding value before and after the actual manufacturingof our customers' products. Our end-to-end solutions enable us to provide our customers with a single source of supply for their manufacturing needs, reducethe time required to bring products to market, lower product costs and allow our customers to focus on those activities in which they expect to add the highestvalue. We believe that our end-to-end solutions allow us to develop closer relationships with our customers and more effectively compete for their futurebusiness. Product Design and Engineering Resources. We provide product design and engineering services for new product designs, cost reductions anddesign for manufacturability (DFx) reviews. Our engineers work with our customers during the complete product life cycle. Our design and NPI centersprovide turnkey system design services including: electrical, mechanical, thermal, software, layout, simulation, test development, design verification,validation, regulatory compliance and testing services. We design high speed digital, analog, radio frequency, mixed-signal, wired, wireless, optical andelectro-mechanical products. Our engineering engagement models include Joint Design Manufacturing (JDM), Contract Design Manufacturing (CDM) and consulting engineeringfor DFx, Value Engineering (cost reduction re-design), and design for environmental compliance with the European Union's Restrictions of HazardousSubstances, or RoHS, and Waste Electrical and Electronic Equipment or WEEE. We focus on industry segments that include Communications Networks,Computing and Storage, Medical, Multimedia, Defense & Aerospace, Industrial & Semiconductor Capital Equipment, CleanTech and Automotive.5Table of ContentsSystem solutions for these industry segments are supported by our vertically integrated component technologies, namely, printed circuit boards, backplanes,enclosures, cable assemblies, precision machining, plastics and die castings, memory modules, and optical, RF and microelectronics modules. In these engagement models, our customers bring market knowledge and product requirements. We provide complete design engineering and newproduct introductions (NPI) services. For JDM products, typically the intellectual property is jointly owned by us and the customer and we realizemanufacturing revenue associated with building and shipping the product. For CDM projects, customers pay for all services and own the intellectual property. Vertically Integrated Manufacturing Solutions. We provide a range of vertically integrated manufacturing solutions. Key system components thatwe manufacture include complete printed circuit boards and printed circuit board assemblies, backplanes and backplane assemblies, enclosures, cableassemblies, precision machine components, optical modules and memory modules. By manufacturing these system components and subassembliesourselves, we enhance continuity of supply and reduce costs for our customers. In addition, we are able to have greater control over the production of ourcustomers' products and retain incremental profit opportunities for us. Examples of products that we manufacture using our full range of services includewireless base stations, network switches, routers and gateways, optical switches, enterprise-class servers and storage appliances, set-top boxes, magneticresonance imaging (MRI) and computer tomography (CT) scanners, and equipment used in the semiconductor chip manufacturing process, includingequipment for photolithography, chemical mechanical polishing, physical vapor deposition, automated handling tools and robotics for wafer transfer. Advanced Technologies. We provide services utilizing advanced technologies which we believe allow us to differentiate ourselves from ourcompetitors. These advanced technologies include the fabrication of complex printed circuit boards and backplanes having up to 60 layers and processcapabilities for a range of low signal loss, high performance materials, buried capacitors and resistors and high density interconnects using micro via holesthat are formed using laser drills. We have added capabilities to manufacture high density flex and rigid-flex printed circuit boards (PCB) with up to 30 layersand 8 transition layers in support of Defense and Aerospace markets along with high end medical electronics. Our printed circuit board assembly technologies include micro ball grid arrays, fine pitch discretes and small form factor radio frequency andoptical components, as well as advanced packaging technologies used in high pin count application specific integrated circuits and network processors. Weuse innovative design solutions and advanced metal forming techniques to develop and fabricate high-performance indoor and outdoor chassis, enclosures andframes. Our assembly services use advanced technologies including precision optical alignment, multi-axis precision stages and machine vision technologies.We use sophisticated procurement and production management tools to effectively manage inventories for our customers and ourselves. We have also developedbuild-to-order (BTO) and configure-to-order (CTO) systems that enable us to manufacture and ship finished systems within 48 to 72 hours after receipt of anorder. We have established a centralized EMS technology council to coordinate the development and introduction of new technologies to meet our customers'needs in various locations and to increase collaboration among our facilities. Global Manufacturing Capabilities. Most of our customers compete and sell their products on a global basis. As such, they require globalsolutions that include regional manufacturing for selected end markets, especially when time to market, local manufacturing or content and low cost solutionsare critical objectives. Our global network of facilities in 25 countries provides our customers a combination of sites to maximize both the benefits of regionaland low cost manufacturing solutions and repair services. To manage and coordinate our global operations, we employ an enterprise-wide ERP system atsubstantially all of our manufacturing locations that operates on a single IT platform and provides us with company-wide information regarding componentinventories and orders. This system enables us to standardize planning and purchasing at the facility level and to optimize inventory management andutilization. Our systems also enable our customers to receive key information regarding the status of their programs. Global Supplier Base. We purchase large quantities of electronic components and other materials from a wide range of suppliers. Our primary taskinvolves consolidating our global spend to create the synergy and leverage to drive our supply base for better cost competitiveness and more favorable termsand leading edge supply chain solutions. As a result, we often receive more favorable terms and supply chain solutions from suppliers which can enable us toprovide our customers with greater total cost reductions than they can obtain themselves. Our strong supplier relationships also often enable us to obtainelectronic components and other materials that are in short supply as well as provide us the necessary support to optimize the utilization of our inventories. Supply chain management also involves the planning, purchasing and warehousing of product components. The other objective of our supply chainmanagement services is to reduce excess component inventory in the supply chain by scheduling deliveries of components at a competitive price and on a just-in-time basis. We use sophisticated production management6Table of Contentssystems to manage our procurement and manufacturing processes in an efficient and cost effective manner. We collaborate with our customers to enable us torespond to their changing component requirements for their products and to reflect any changes in these requirements in our production management systems.These systems often enable us to forecast future supply and demand imbalances and develop strategies to help our customers manage their componentrequirements. Our enterprise-wide ERP systems provide us with company-wide information regarding component inventories and orders to optimizeinventories, planning and purchasing at the plant level.Customer-Focused Organization. We believe customer relationships are critical to our success and our organization is focused on providing ourcustomers with a high level of customer service. Our key customer accounts are managed by dedicated account teams including a global business managerdirectly responsible for account management. Global business managers coordinate activities across divisions to effectively satisfy our customers'requirements and have direct access to our senior management to quickly address customer opportunities/concerns. Local customer account teams furthersupport the global teams and are linked by a comprehensive communications and information management infrastructure. Expertise in Serving Diverse End Markets. We have experience in serving our customers in the communications, computing and storage,multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical, CleanTech and automotive markets. Our diversification acrossend markets reduces our dependence upon any one customer or segment. In order to cater to the specialized needs of customers in particular market segments,we have dedicated personnel, and in some cases facilities, with industry-specific capabilities and expertise. We also maintain compliance with industrystandards and regulatory requirements applicable to certain markets including, among others, the medical and defense and aerospace sectors. Our Products and Solutions We offer our OEM customers a diverse set of products and solutions with a focus on wireless, wireline and optical communications and networkinfrastructure equipment like switches, routers and base stations, enterprise computing servers and storage systems, defense and commercial avionics andcommunications, medical imaging, diagnostic and patient monitoring systems, digital satellite set-top boxes, point of sale, and gaming systems,semiconductor tools for metrology, lithography, dry and wet processing, industrial products like large format printers and cash transactions, and cleantechnology products such as solar and wind products, fuel cells, LED lighting, smart meters and battery systems. These products may require us to use someor all of our end-to-end solutions including design, component technologies and logistics and repair services.Integrated Manufacturing Solutions includes: Printed Circuit Board Assembly and Test. Printed circuit board assembly involves attaching electronic components, such as integrated circuits,capacitors, microprocessors, resistors and memory modules to printed circuit boards. The most common technologies used to attach components toprinted circuit boards employ surface mount technology (SMT) and pin-through-hole assembly (PTH). SMT involves the use of an automated assemblysystem to place and solder components to the printed circuit board. In PTH, components are placed on the printed circuit board by insertion into holespunched in the circuit board. Components also may be attached using press-fit technology in which components are pressed into connectors affixed tothe printed circuit board. We use SMT, PTH, press-fit as well as new attachment technologies that are focused on miniaturization and increasing thedensity of component placement on printed circuit boards. These technologies, which support the needs of our OEM customers to provide greaterfunctionality in smaller products, include chip-scale packaging, ball grid array, direct chip attach and high density interconnect. We perform in-circuitand functional testing of printed circuit board assemblies. In-circuit testing verifies that all components have been properly inserted and attached and thatthe electrical circuits are complete. We perform functional tests to confirm that the board or assembly operates in accordance with its final design andmanufacturing specifications. We either design and procure test fixtures and develop our own test software, or we use our customers' test fixtures and testsoftware. In addition, we provide environmental stress tests of the board or assembly that are designed to confirm that the board or assembly will meetthe environmental stresses, such as heat, to which it will be subject.Optical and RF and Components and Modules. Optical and Radio frequency (RF) components are the key building blocks of many systems andwe produce both passive and active components as well as modules. RF and Optical modules are integrated subsystems that use a combination ofindustry standard and/or custom components, typically interconnected using microelectronic technologies, to achieve unique function. Based on ourmicroelectronic design and manufacturing technologies, we provide RF and optical components, modules and systems for customers in thetelecommunications, networking, medical, industrial, military and aerospace markets. Our experience in RF and optical communications andnetworking products spans long haul/ultra long haul and metro regions for transport/transmission, as well as access and7Table of Contentsswitching applications, including last mile solutions. In the Medical market, we have developed and manufacture optically based products such asblood analyzers and food contamination analyses. We are currently supplying product to the 10G, 40G and 100G optical marketplace based on ouroptical and RF technologies. Our service offerings for optical customers are designed to deliver end-to-end solutions with special focus on product designand industrialization, optical and RF component, module and blade manufacturing, as well as system integration and test.Final System Assembly and Test. We provide final system assembly and test in which assemblies and modules are combined to form complete,finished products. We often integrate printed circuit board assemblies manufactured by us with enclosures, cables and memory modules that we alsoproduce. Our final assembly activities also may involve integrating components and modules that others manufacture. The complex, finished productsthat we produce typically require extensive test protocols. Our test services include both functional and environmental tests. We also test products forconformity to applicable industry, product integrity and regulatory standards. Our test engineering expertise enables us to design functional test processesthat assess critical performance elements including hardware, software and reliability. By incorporating rigorous test processes into the manufacturingprocess, we can help assure our customers that their products will function as designed. Products for which we currently provide final system assemblyand test include wireless base stations, wireline communications switches, optical networking products, high-end servers, industrial and automotive,LED lighting fixtures, multimedia devices, diagnostic medical equipment, internet-protocol communication systems, video on demand and computingservers.Direct Order Fulfillment. We provide direct order fulfillment for our OEM customers. Direct order fulfillment involves receiving customer orders,configuring products to quickly fill the orders and delivering the products either to the OEM, a distribution channel, such as a retail outlet, or directly tothe end customer. We manage our direct order fulfillment processes using a core set of common systems and processes that receive order informationfrom the customer and provide comprehensive supply chain management including procurement and production planning. These systems and processesenable us to process orders for multiple system configurations and varying production quantities including single units. Our direct order fulfillmentservices include BTO and CTO capabilities. BTO involves building a system having the particular configuration ordered by the OEM customer. CTOinvolves configuring systems to an end customer's order. The end customer typically places this order by choosing from a variety of possible systemconfigurations and options. We are capable of meeting a 48 to 72 hour turn-around-time for BTO and CTO by using advanced manufacturing processesand a real-time warehouse management and data control system on the manufacturing floor. We support our direct order fulfillment services withlogistics that include delivery of parts and assemblies to the final assembly site, distribution and shipment of finished systems and processing ofcustomer returns. Our systems are sufficiently flexible to support direct order fulfillment for a variety of different products, such as servers,workstations, set-top boxes and medical devices.Components, Products and Services includes: Product Design and Engineering. Our design and engineering groups provide customers with design and engineering services from initial productdesign and detailed product development to production launch and end of life support for a wide range of products covering all our market segments.These groups complement our vertically integrated manufacturing capabilities by providing manufacturing design services for printed circuit boards,backplanes and a variety of electro-mechanical systems. Our offerings in design engineering include product architecture, development, integration andregulatory and qualification services, while our NPI services include quick-turn prototype, functional test development and release to volume production.We specialize in creating custom high performance, manufacturable, cost-optimized products. We can also complement our customer's design team withour unique skills and services. Both solutions will accelerate our customer's market penetration - all while respecting the customer's intellectual property(IP).Printed Circuit Boards. We have the ability to produce multilayer printed circuit boards on a global basis with high layer counts and fine linecircuitry. Our ability to support NPI and quick turn fabrication followed by manufacturing in both North America and Asia allows our customers toaccelerate their time to market as well as their time to volume. Standardized processes and procedures make transitioning of products easier for ourcustomers. Our technology roadmaps provide leading-edge capabilities and higher yielding processes. Engineering teams are available on a world-widebasis to support designers in DFM analysis and assemblers with field application support. Printed circuit boards are made of fiberglass/resin laminated material layers and contain copper circuits which interconnect and transmit electricalsignals among the components that make up electronic devices. Increasing the density of the circuitry in each layer is accomplished by reducing thewidth of the circuit tracks and placing them closer together in the printed circuit board along with adding layers and via hole structures. We are currentlycapable of efficiently producing printed circuit boards with up to 60 layers and circuit track widths as narrow as two mils (50 micron) in8Table of Contentsproduction volumes. Specialized production equipment along with an in-depth understanding of high performance laminate materials allow forfabrication of some of the largest form factor and highest speed (in excess of 20 gigabits per second, or Gbps) backplanes available in the industry. Wehave also developed several proprietary technologies and processes which improve electrical performance, connection densities and reliability of printedcircuit boards. Some of these technologies, such as Buried Capacitance™, have become industry standards and are licensed to other board fabricators. Backplanes and Backplane Assemblies. Backplanes are very large printed circuit boards that serve as the backbones of sophisticated electronicsproducts and provide interconnections for printed circuit boards, integrated circuits and other electronic components. We fabricate backplanes in ourprinted circuit board plants. Backplane fabrication is significantly more complex than printed circuit board fabrication due to the large size andthickness of the backplanes. We manufacture backplane assemblies by press fitting high density connectors into plated through holes in the barebackplane. In addition, many of the newer higher technology backplanes require SMT attachment of passive discrete components as well as high pincount ball grid array packages. These advanced assembly processes require specialized equipment and a strong focus on quality and process control.We also perform in-circuit and functional tests on backplane assemblies. We have developed proprietary technology and “know-how” which enablesbackplanes to run at data rates in excess of 10 Gbps. We currently have capabilities to manufacture backplanes with up to 60 layers in sizes of 26x40 or22x52 inches and up to 0.500 inches in thickness, utilizing a wide variety of high performance laminate materials. These are among the largest and mostcomplex commercially manufactured backplanes and we are one of a limited number of manufacturers with these capabilities. Cable Assemblies. Cable assemblies are used to connect modules, assemblies and subassemblies in electronic devices. We provide a broad range ofcable assembly products and services. We design and manufacture a broad range of high-speed data, radio frequency and fiber optic cabling products.Cable assemblies that we manufacture are often used in large rack systems to interconnect subsystems and modules. Mechanical Systems. Mechanical systems are used across all major markets to house and protect complex and fragile electronic components,modules and sub-systems, so that the system's functional performance is not compromised due to mechanical, environmental or any other usageconditions. Our mechanical systems manufacturing services are capable of fabricating mechanical components, such as cabinets, chassis (soft tool,hard progressive tools), frames, racks, and data centers integrated with various electronic components and sub-systems for power management, thermalmanagement, sensing functions, and control systems.We manufacture a broad range of enclosures from basic enclosures for low end accessories, setup boxes, storages & servers, to large and highlycomplex mechanical systems, such as those used in indoor and outdoor wireless base station products, and high precision chambers for semiconductorindustry.We serve a variety of market segments, such as telecommunications, computing, semiconductor, industrial, alternative energy, and medical, whilepartnering with customers from initial concept development, prototyping, builds verification and validation, through integration and system assembly,final test and service.Our mechanical systems expertise is readily accessible at any of our state-of-the-art facilities worldwide that provide metal fabrication by soft tools,high-volume metal stamping & forging by hard tools with stage & progressive tools, plastic injection molding, aluminum die-casting, robotic weldingcapabilities, powder painting, wet painting, plating, cleaning processes, and leading precision machining capabilities. As part of our mission to provide complete manufacturing solutions to customers, we offer a suite of world-class precision machining services in theU.S. and China. We utilize advanced numerically controlled machines enabling the manufacture of components to very tight tolerances and the assemblyof these components in clean environments. Capabilities include expertise in complex medium- and large-format mill and lathe machining of aluminum,stainless steel, plastics, ferrous and nonferrous alloys, and exotic alloys. We also have helium and hydrostatic leak-test capabilities. By leveraging ourestablished supply chain, we do lapping, plating, anodizing, electrical discharge machining (EDM), heat-treating, cleaning, laser inspection, paintingand packaging. We have dedicated facilities supporting machining and complex integration with access to a suite of state-of-the-art, computer-controlledmachining equipment that can satisfy the most rigorous demands for production and quality. This equipment includes fully automated “lights-out”machinery that continues production in the absence of human operators. With some of the largest horizontal milling machines in the United States, weare a supplier of vacuum chamber systems for the semiconductor, flat panel display, and LED equipment markets; and for Industrial and Aerospace(AS0100 certified) markets.9Table of ContentsViking Technology. Viking Technology is a leading designer in Non-Volatile memory, DRAM and SSD technologies and takes a different approachto the integration of SSDs and memory into data centers. With a breadth of solutions that bridge both SSD and DRAM, Viking Technology has theability to deliver any storage solution from high-performance computing SSDs down to embedded kiosk flash devices. Viking Technology has over twodecades of focused DRAM and storage development, delivering high technology solutions that optimize the value and performance of customers'applications in the Enterprise, Network Infrastructure, Embedded, and Defense & Aerospace markets.In recent years, Viking Technology has pioneered several disruptive technologies that are paving the way for faster and more effective enterprise serverand storage system solutions. Such innovations include a new storage-class memory module, ArxCis-NV™. The ArxCis-NV™, an NV-DIMM, enablessignificant performance improvements to a host of end applications, while delivering increased endurance to any SSD. With ArxCis-NV's latest DDR3generation, enterprise systems are able to save and restore critical data that resides in main memory during a disastrous power-fail. This ability is criticalfor the evolving Cloud and Virtualization market to ensure reliability and disaster recovery. Another disruptive technology is the innovativeSATADIMM™, an SSD in the form of a DIMM. Utilizing Viking Technology's state-of-the-art design and packaging technology, the SATADIMM™ isable to deliver all the performance, capacity, and features of an Enterprise SSD within 75% the footprint of a traditional 2.5-inch SSD. With itsinnovative form factor, the SATADIMM™ is capable of enabling a single server to deliver the performance of a full Rack within a single Rack Unit(1U).SCI Technology - Defense & Aerospace (DAS). SCI Technology has been providing engineering services, products and manufacturing solutionsto the global defense and aerospace industry for more than five decades. SCI Technology provides mission-critical products for aircraft systems, tacticalcommunications, and radiation detection and monitoring, as well as fiber optics capabilities for use in a variety of military applications.Our customers include U.S. government agencies, U.S. allies and major defense and aerospace prime contractors, and we have the infrastructure tosupport the stringent certifications, regulations, processes and procedures required by these customers.Newisys. Our Newisys group designs and manufactures both standard and custom storage and server products including mass storage for highperformance Cloud and Streaming Video applications, as well as Bulk and Backup Storage products. Newisys designs and produces storage and serverproducts, including complete rack scale solutions.Logistics and Repair Services. Our logistics and repair services provide significant value to our customers while helping protect their brand nameand improving their customer experience through the deployment of enhanced tools and the provision of real-time access to critical businessinformation. Our solutions are designed to reduce the total cost of ownership and enable our customers to shift their services operations to a variable costmodel that frees up cash to allow them to focus on their core business initiatives.Focusing on highly complex and mission-critical products and processes, we support the logistics and repair needs of customers in the Medical,Communications, Enterprise Computing, Aerospace & Defense and Multimedia markets worldwide. Through our operational infrastructure of morethan 20 sites, we provide a wide range of services including direct order fulfillment, configure to order, supplier, inventory and warranty management,reverse logistics, repair, asset recovery, sustaining engineering, test development and end of life management to embrace the most unique needs of ourcustomers today.Drawing on a robust set of information systems, we offer configurable environments tailored to meet specific customer needs including customizedweb portals, order and serial number tracking, special routings and promotions. Local, regional and global solutions are supported by a robust set ofbusiness processes that focus on inventory reduction and risk mitigation that can improve cycle times by leveraging infrastructure, people andtechnology to enable reliable shipments of product to end users worldwide generally within 4 to 72 hours, depending on the services offered.Logistics and repair services complement our end-to-end manufacturing strategy by integrating engineering, supply chain, manufacturing, logisticsand repairs into a seamless solution for mission-critical customers around the world. Our End Markets We have targeted markets that we believe offer significant growth opportunities and for which OEMs sell complex products that are subject to rapidtechnological change. We believe that markets involving complex, rapidly changing products offer us opportunities to produce products with higher marginsbecause these products require higher value-added10Table of Contentsmanufacturing services and may also include our advanced vertically integrated components. Our approach to our target markets is two-fold; we intend tostrengthen our significant presence in the communications networks and computing and storage markets, while also focusing on other under-penetrated targetmarkets, including the medical, automotive, industrial and semiconductor capital equipment, defense and aerospace, and CleanTech industries, many ofwhich have not extensively relied upon EMS companies in the past. Our diversification across market segments and customers helps mitigate our dependenceon any particular market. Communications Networks: Wireless and Wireline Access, Optical and Wireline Routing, Switching, and Transmission and EnterpriseNetworking. In the communications sector, we focus on infrastructure equipment. This includes wireless and wireline access, filters, switching, routing andtransmission systems, optical networking and transmission and enterprise networking systems. Our product design and engineering staff has extensiveexperience designing and industrializing advanced communications products and components for these markets. Products we manufacture include point-to-point microwave systems, wireless base stations, remote radio heads, satellite receivers and various radio frequency appliances, optical switches andtransmission hardware and wireline access equipment as well as switches and routers among others. We also design and manufacture optical, RF andmicroelectronic components which are enabling devices in many of these products. Computing and Storage. We provide CTO and BTO services to the computing and storage market. We tightly couple our vertically integratedsupply chain with manufacturing and logistics allowing for assembly and distribution of products to be completed more quickly with high quality standardsand at low cost. Our vertical integration capabilities include racks, enclosures, cables, complex multi-layer printed circuit boards, printed circuit assembliesand backplanes. In addition, we have designed and developed some of the most compact and powerful storage modules available on the market today whichwe have coupled with our global, vertically integrated supply chain and manufacturing capabilities to deliver true end-to-end, no touch, cost-effective EMSsolutions to the data storage industry. Multimedia. We manufacture digital set-top boxes, point of sale equipment, digital home gateways, professional audio-video equipment and internetprotocol entertainment devices. For our multimedia OEM customers, we manage the production process for multimedia products including product design andengineering, test development, supply chain management, manufacturing of printed circuit boards and assemblies, final system assembly and test, directorder fulfillment including our BTO and CTO capabilities, and repair services.Industrial and Semiconductor Systems. Our expertise in manufacturing highly complex systems includes production of industrial andsemiconductor capital equipment, front-end environmental chambers, computer controllers and test, inspection, and public safety equipment. We also havesignificant experience in manufacturing highly complex systems such as process chambers, photolithography tools, etch tools, wafer handling interfaces, flatpanel display test and repair equipment, chem-mech planarization tools, optical inspection and x-ray equipment, explosive detection equipment, and largeformat printing plate machines as well as full design and manufacturing capabilities on precision frames for all capital equipments. Defense and Aerospace. We offer our end-to-end services to the defense and aerospace industry. Although the overall defense market may declineover the next few years, we believe this industry currently represents a growth opportunity for us due in part to the growing desire of defense and aerospaceOEMs to outsource certain manufacturing activities in order to reduce costs. We believe our experience in serving the defense and aerospace industry, as well asour product design and engineering capabilities, represent key competitive strengths for us. Defense and aerospace products that we design and manufactureinclude avionics systems and processors, cockpit and wireless communications systems, tactical and secure network communications systems, radarsubsystems, radiation detection systems for homeland defense and fiber-optic systems.Medical. We provide comprehensive manufacturing and related services to the medical industry including design, logistics and regulatory approvalsupport. The manufacturing of products for the medical industry often requires compliance with domestic and foreign regulations including the Food andDrug Administration's (FDA's) quality system regulations and the European Union's medical device directive. In addition to complying with these standards,our medical manufacturing facilities comply with ISO 13485-2003 (formerly EN 46002) and ISO 9001:2000. We manufacture a broad range of medicalsystems including blood glucose meters, computed tomography scanner assemblies, respiration systems, blood analyzers, cosmetic surgery systems,ultrasound imaging systems and a variety of patient monitoring equipment.Clean Technology. We are committed to serving companies leading the clean technology, or CleanTech, revolution in the solar, wind, fuel cell,battery systems, LED lighting and smart infrastructure industries. We leverage traditional electronics manufacturing services (EMS) for clean technologycustomers in areas related to power electronics, control and distribution, smart meters and full-system integration. Beyond traditional EMS, our extensiverange of electro-mechanical design and11Table of Contentscomplex system manufacturing capabilities are an excellent fit across all CleanTech segments. Our manufacturing operations are strategically located in closeproximity to CleanTech “hot spots”. Automotive. In the automotive industry, we manufacture different types of sensors, body controllers, engine control units, radios, heatingventilation and air-conditioning (HVAC) control heads and blower modules as well as cables for entertainment solutions. We also provide design support,product and process qualification, manufacturing, supply chain management, supplier quality assurance and end-of-life services. All our automotivededicated factories are TS 16949 certified and provide printed circuit boards, printed circuit board assemblies and cables as well as final systems. Customers A relatively small number of customers have historically generated a significant portion of our net sales. Sales to our ten largest customersrepresented approximately 50% of our net sales for 2012, 2011 and 2010, respectively. For 2012, one customer, Alcatel-Lucent, represented 10% or more ofour net sales. For 2011 and 2010, a single customer represented more than 10% of our net sales in each year. We seek to establish and maintain long-term relationships with our customers and have served many of our principal customers for several years.Historically, we have had substantial recurring sales from existing customers. We have also expanded our customer base through our marketing and salesefforts as well as acquisitions. We have been successful in broadening relationships with customers by providing vertically integrated products and servicesas well as multiple products and services in multiple locations. We typically enter into supply agreements with our major OEM customers with terms ranging from three to five years. Our supply agreements withour OEM customers generally do not obligate the customer to purchase minimum quantities of products. However, the customer typically remains liable forthe cost of the materials and components that we have ordered to meet the customer's production forecast but which are not used, provided that the materialwas ordered in accordance with an agreed-upon procurement plan. In some cases, the procurement plan contains provisions regarding the types of materials forwhich our customers will assume responsibility. Our supply agreements typically contain provisions permitting cancellation and rescheduling of orders uponnotice and subject, in some cases, to cancellation and rescheduling charges. Order cancellation charges typically vary by product type and depend upon howfar in advance of shipment a customer notifies us of the cancellation of an order. In some circumstances, our supply agreements with customers provide forcost reduction objectives during the term of the agreement. We generally do not obtain firm, long-term commitments from our customers under supply agreements. As a result, customers can cancel theirorders, change production quantities or delay orders. Uncertain economic conditions and our general lack of long-term purchase contracts with our customersmake it difficult for us to accurately predict revenue over the long-term. Even in those cases in which customers are contractually obligated to purchaseproducts from us or repurchase unused inventory from us that we have ordered for them, we may elect not to immediately enforce our contractual rightsbecause of the long-term nature of our customer relationships or for other business reasons and may instead negotiate accommodations with customersregarding particular situations.SeasonalitySeasonality in our business has historically been driven by customer and product mix, particularly the end markets which our customers serve.Although we have in the past experienced higher levels of sales during our first fiscal quarter, this pattern has not repeated itself every year. The extent to whichour business will become more seasonal in the future depends upon our future customer base and the end markets that they serve, which we are unable topredict.Backlog We generally do not obtain firm, long-term commitments from our customers. Instead, our procurement of inventory and our manufacturingactivities are based primarily on forecasts provided by our customers. This enables us to minimize the time lapse between receipt of a customer's order anddelivery of product to the customer. Customers typically do not make firm orders for the delivery of products more than thirty to ninety days in advance.Additionally, customers may cancel or postpone scheduled deliveries, generally without significant penalty. Therefore, we do not believe that the backlog ofexpected product sales covered by firm orders is a meaningful measure of future sales. Marketing and Sales 12Table of ContentsOur sales efforts are organized and managed on a regional basis with regional sales managers in geographic regions in the United States andinternationally. We develop relationships with our customers and market our vertically integrated manufacturing solutions through our direct sales force, customersupport specialists and representative firms. Our sales resources are directed at multiple management and staff levels within target accounts. Our direct salespersonnel and representative firms work closely with the customers' engineering and technical personnel to better understand their requirements. Our marketingand sales staff supports our business strategy of providing end-to-end solutions by encouraging cross-selling of vertically integrated manufacturing solutionsand component manufacturing across a broad range of major OEM products. To achieve this objective, our marketing and sales staff works closely with ourvarious manufacturing and design and engineering groups and engages in marketing and sales activities targeted towards key customer opportunities. Each of our key customer accounts is managed by a dedicated account team including a global business manager directly responsible for accountmanagement. Global business managers coordinate activities across divisions to effectively satisfy customer requirements and have direct access to our seniormanagement to quickly address customer concerns. Local customer account teams further support the global teams and are linked by a comprehensivecommunications and information management infrastructure.Business Segment Data and our Foreign OperationsWe have one reportable segment in 2012 - Integrated Manufacturing Solutions (IMS). Financial information for segments can be found in note 16 toour consolidated financial statements. Information concerning revenues, results of operations and revenues by geographic area is set forth in Item 7,“Management's Discussion and Analysis of Financial Condition and Results of Operations” and in Note 16, “Business Segment, Geographic and CustomerInformation”, to our consolidated financial statements. Risks attendant to our foreign operations can be found in Item 1A. “Risk Factors.”.Competition For our integrated manufacturing solutions business, we face competition from other major global EMS companies such as Benchmark Electronics,Inc., Celestica, Inc., Flextronics International Ltd., Jabil Circuits, Inc. and Plexus Corp. Our components, products and services business faces competitionfrom EMS and non-EMS companies that often have a regional product, service or industry specific focus. In addition, our potential customers may alsocompare the benefits of outsourcing their manufacturing to us with the merits of manufacturing products themselves. We compete with different companies depending on the type of solution or geographic area. We believe the primary competitive factors in our industryinclude manufacturing technology, quality, delivery, responsiveness, provision of value-added solutions and price. We believe our primary competitivestrengths include our ability to provide global end-to-end solutions, our product design and engineering resources, our advanced technologies, our verticallyintegrated manufacturing solutions, our high quality manufacturing assembly and test solutions, our customer focus and responsiveness, our expertise inserving diverse end markets, our robust IT solution and our experienced management team.Intellectual Property We hold various United States and foreign patents primarily related to printed circuit board technologies, methods of manufacturing printed circuitboards, enclosures, memory modules and enterprise computing (servers and storage). For other proprietary processes, we rely primarily on trade secretprotection. We also have registered trademarks in the United States and certain other countries. A number of our patents covering certain aspects of ourmanufacturing processes or products have expired or will expire in the near future. Such expirations reduce our ability to assert claims against competitors orothers who use similar technology.Environmental Matters We are subject to a variety of local, state and federal environmental laws and regulations in the United States, as well as foreign laws and regulationsrelating to the treatment, storage, use, discharge, emission and disposal of chemicals, solid waste and other hazardous materials used during ourmanufacturing processes. We are also subject to occupational safety and health laws, product labeling and product content requirements, either directly or asrequired by our customers. Proper waste disposal is a major consideration in particular for printed circuit board manufacturers because of the metals andchemicals used in the manufacturing process. Water used in the printed circuit board manufacturing process must be treated to remove metal particles andother contaminants before it can be discharged into municipal sanitary sewer systems. We operate on-site13Table of Contentswastewater treatment systems at our printed circuit board manufacturing plants in order to treat wastewater generated in the fabrication process. In addition, although the electronics assembly process generates significantly less wastewater than printed circuit board fabrication, maintenance ofenvironmental controls is also important in the electronics assembly process because such operations can generate lead dust. Upon vacating a facility, we areresponsible for remediating the lead dust from the interior of the manufacturing facility. Although there are no applicable standards for lead dust remediation inmanufacturing facilities, we endeavor to make efforts to remove the residues. To date, lead dust remediation costs have not been material to our operations. Wealso monitor for airborne concentrations of lead in our buildings and are not aware of any significant lead concentrations in excess of the applicable OSHA orother local standards.We have a range of corporate programs in place with regard to environmental compliance and reduction of the use of hazardous materials inmanufacturing. In the environmental compliance area, we have developed corporate-wide standardized environmental management systems, auditing programsand policies to enable us to better manage environmental compliance activities. Our facilities are also certified under ISO 14001, a set of standards andprocedures relating to environmental compliance management. In addition, the electronics industry is subject to the European Union's Restrictions ofHazardous Substances, or RoHS, and Waste Electrical and Electronic Equipment, or WEEE, directives which took effect beginning in July 2006. Parallelinitiatives have been adopted in other jurisdictions, including several states in the United States and the Peoples' Republic of China. RoHS limits the use oflead, mercury and certain other specified substances in electronics products and WEEE requires producers to assume responsibility for the collection,recycling and management of waste electronic products and components. We have implemented procedures intended to make our manufacturing processcompliant with RoHS and the European Union's Registration, Evaluation and Authorization of Chemicals (REACH) legislation, when required. In the case ofWEEE, the compliance responsibility rests primarily with OEMs rather than with EMS companies.Asbestos containing materials, or ACM, are present at several of our manufacturing facilities. Although the ACM is being managed and controlshave been put in place pursuant to ACM operations and maintenance plans, the presence of ACM could give rise to remediation obligations and otherliabilities. Our plants generally operate under environmental permits issued by governmental authorities. For the most part, these permits must be renewedperiodically and are subject to revocation in the event of violations of environmental laws. Any such revocation could require us to cease or limit production atone or more of our facilities, thereby having an adverse impact on our results of operations.Primarily as a result of certain of our acquisitions, we have incurred liabilities associated with environmental contamination. These liabilities includeongoing investigation and remediation activities at a number of current and former sites, including Irvine, California; Owego, New York; Derry, NewHampshire; Fort Lauderdale, Florida; and Brockville, Ontario. In addition, we have been named in a lawsuit alleging operations at our current and formerfacilities in Orange County, California contributed to groundwater contamination. There are some sites, including our acquired facility in Gunzenhausen,Germany, that are known to have groundwater contamination caused by a third-party, and that third-party has provided indemnity to us for the liability.Third party indemnities may not be effective to reduce our liability for environmental contamination. For example, Nortel Networks, which had provided usan indemnity with respect to environmental investigation activities being undertaken at our former Brockville site, is party to bankruptcy proceedings thatmay cause it not to fully honor its indemnification obligations to us. The time required to perform environmental remediation can be lengthy and there can beno assurance that the scope of these activities will not increase as a result of the discovery of new contamination or contamination on adjoining landowner'sproperties or the adoption of more stringent regulatory standards covering sites at which we are currently performing remediation activities. As a result therecan be no assurance that these or any other similar third-party or governmental claims that may be filed in the future will not result in material liability to us.We have also been named as a potentially responsible party at a contaminated disposal site operated by another party at the Casmalia Resourcesdisposal site in Southern California as a result of the past disposal of hazardous waste by companies we have acquired or by our corporate predecessors. Inaddition, we have been named as a potentially responsible party by the California Department of Toxic Substance Control at a waste treatment site operated byanother party in San Jose, California, allegedly as a result of waste we sent to be treated at that facility being discharged into the environment. Althoughliabilities for such historic disposal activities have not materially affected our financial condition to date, we cannot assure you that past disposal activitieswill not result in liability that will materially affect us in the future, nor can we provide assurance that we do not have environmental exposures of which weare unaware and which could adversely affect our operating results.We use environmental consultants primarily for risk assessments and remediation, including remedial investigation and feasibility studies, remedialaction planning and design, and site remediation. These consultants provide information to us14Table of Contentsregarding the nature and extent of site contamination, acceptable remediation alternatives, and estimated costs associated with each remediation alternative.This information is considered by us, together with other information, when determining the appropriate amount to accrue for environmental liabilities. Employees As of September 29, 2012, we had 44,879 employees, including 8,733 temporary employees. None of our U.S. employees are represented by a laborunion. In some international locations, our employees are represented by labor unions on either a national or plant level or are subject to collective bargainingagreements. Some foreign countries also have mandatory legal provisions regarding terms of employment, severance compensation and other conditions ofemployment that are more restrictive than U.S. laws. We believe our relationship with our employees is good. Available Information Our Internet address is http://www.sanmina-sci.com. We make available through our website, free of charge, our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of theSecurities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securitiesand Exchange Commission, or SEC. All reports we file with the SEC are also available free of charge via EDGAR through the SEC's website athttp://www.sec.gov .15Table of ContentsEXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth the name, position and age of our current executive officers and their ages as of September 29, 2012. NameAgePositionJure Sola61Chairman of the Board and Chief Executive OfficerRobert Eulau50Executive Vice President and Chief Financial OfficerMichael Tyler56Executive Vice President, General Counsel and Corporate SecretaryDennis Young61Executive Vice President of Worldwide Sales and Marketing Jure Sola has served as our Chief Executive Officer since April 1991, as Chairman of our Board of Directors from April 1991 to December 2001and from December 2002 to present, and as Co-Chairman of our Board of Directors from December 2001 to December 2002. In 1980, Mr. Sola co-foundedSanmina and initially held the position of Vice President of Sales. In October 1987, he became our Vice President and General Manager, responsible formanufacturing operations and sales and marketing and was President from October 1989 to March 1996. Robert Eulau has served as our Executive Vice President and Chief Financial Officer since September 2009. Prior to joining us, he served asExecutive Vice President, Chief Operating Officer and Chief Financial Officer of privately-owned Alien Technology Corporation, a developer of radiofrequency identification products, from March 2006 through June 2008. Previously, he was Senior Vice President and Chief Financial Officer of publicly-traded Rambus Inc., a technology licensing company, from May 2001 through March 2006. Prior to Rambus, Mr. Eulau served over 15 years with HewlettPackard Company in various leadership roles, including Vice President and Chief Financial Officer of HP's Business Customer Organization, and VicePresident and Chief Financial Officer of HP's Computing Products business. Michael Tyler has served as our Executive Vice President and General Counsel since April 2007. Mr. Tyler became our Corporate Secretary in June2007. Prior to joining us, he was Senior Vice President, Chief Legal and Administrative Officer of Gateway, Inc., a major personal computer manufacturer,where he was employed from 2000 to 2007. Prior to that, he served as Senior Corporate Counsel International at Northrop Grumman Corporation from 1995to 2000, as an associate at the law firm Heller, Ehrman, White & McAuliffe from 1991 to 1995, and as a law clerk for the United States Court of Appealsfor the Ninth Circuit from 1987 to 1988. Dennis Young has served as Executive Vice President of Worldwide Sales and Marketing since March 2003. Prior to joining us, Mr. Young wasSenior Vice President of Sales from May 2002 to March 2003 and Vice President of Sales from March 1998 to May 2002 of Pioneer-Standard Electronics, aprovider of industrial and consumer electronic products. 16Table of ContentsItem 1A. Risk FactorsAdverse market conditions in the electronics industry could reduce our future sales and earnings per share. We cannot accurately predict future levels of demand for our customers' electronics products. Consequently, our past operating results, earnings andcash flows may not be indicative of our future operating results, earnings and cash flows. Beginning in the fourth quarter of calendar 2011 and continuingthrough 2012, adverse worldwide economic conditions led to challenging conditions in the electronics industry. A number of factors, including priceinstability, the availability and cost of credit, high global unemployment and concerns about the stability and solvency of financial institutions, financialmarkets, businesses, and sovereign nations have slowed global economic growth in many countries. These conditions resulted in our customers delayingpurchases or placing purchase orders for lower volumes of products than previously experienced or anticipated. Such conditions could also cause a reductionin orders from our customers or potential customers due to a reduced availability of credit and the insolvency of one or more customers or suppliers. Any ofthese factors could reduce our revenues, increase our costs and decrease our liquidity.We may experience component shortages or price increases, which could cause us to delay shipments to customers and reduce our sales and netincome. We are dependent on certain suppliers, including limited and sole source suppliers, to provide key components we incorporate into our products. Wehave experienced, and may experience in the future, delays in delivery and shortages of components, which in turn could cause delays in product shipments tocustomers, result in reduced revenue from and have an adverse effect on our relationship with affected customers, and our reputation generally as a reliableservice provider. Component shortages can result in increased component prices which would result in decreased gross profit. Component delays andshortages can also result from natural disasters occurring in the regions in which our suppliers operate, such as the March 2011 earthquake in Japan and thewidespread flooding in Thailand during late 2011. We may purchase components in advance of our requirements for such components as a result of athreatened or anticipated shortage. In this event, we may incur additional inventory carrying costs and have a heightened risk of exposure to inventoryobsolescence, the cost of either of which may not be recoverable from our customers. Such costs would reduce our margins and net income. Finally, if keycomponents become scarce, we may be required to look to second tier vendors or to procure components through brokers. Such components may be of lesserquality than those otherwise available and could cause us to incur costs to qualify such components or to replace them if they prove to be defective. Our customers could experience credit problems, which would reduce our future revenues and net income.Many of the industries for which we provide products have previously experienced significant financial difficulty, with some of the participants filingfor bankruptcy. Such financial difficulty, if experienced by one or more of our customers, may negatively affect our business due to the decreased demandfrom these financially distressed customers, the lengthening of customer payment terms, the potential inability of these companies to make full payment onamounts owed to us or to purchase inventory we acquired to support their businesses, or any of these factors. Customer bankruptcies also entail the risk ofpotential recovery by the bankruptcy estate of amounts previously paid to us that are deemed a preference under bankruptcy laws. We do not carry insuranceagainst the risk of customer default on their payment obligations to us.We seek to mitigate the impact of collection problems with our customers on our financial results by evaluating their creditworthiness on an ongoingbasis and by maintaining an allowance for doubtful accounts that is assessed for adequacy quarterly. However, should customer defaults increasesubstantially or exceed the level of our allowance, our revenue, net income and cash position would be reduced, perhaps significantly. Our cash generated from operations is variable, which can adversely affect our ability to plan and invest in the business.Our ability to make capital expenditures and pay down debt and the extent to which we need to utilize our borrowing facilities depends in large part onour ability to generate cash from operations. Cash generated from operations is highly variable. For example, during 2010, we used $78 million of cash inoperating activities, in 2011 we generated $235 million in cash from operating activities and in 2012, we generated $215 million of cash from operatingactivities. Our cash generated by or used in operations is impacted by a number of variables, including our growth and profitability, customer and supplierpayment terms, timeliness of customer payments to us and the extent to which we need to increase inventories in response to customer forecasts. To the extentour cash from operations fluctuates significantly in the future, our ability to make investments in our business and reduce our debt could be adverselyimpacted.17Table of ContentsOur strategy to pursue higher margin business depends in part on the success of our Components, Products and Services (CPS) business,which, if not successful, could cause our future gross margins and operating results to be lower. A key part of our strategy is to grow our CPS business, which includes printed circuit boards; backplane and cable assemblies; mechanical systems;memory, defense and aerospace and enterprise computing products; and design, engineering, logistics and repair services. A decrease in orders for theseproducts and services can have a disproportionate adverse impact on our profitability since these products and services generally carry higher than averagecontribution margins. In order to grow this portion of our business profitability, we must continue to make substantial investments in the development of ourproduct development capabilities, research and development activities, test and tooling equipment and skilled personnel. The success of our CPS businessalso depends on both our ability to increase sales of our propriety products, cause our customers to agree to purchase our components for use in themanufacture of their products and expand the number of our customers who contract for our design, engineering, logistics and repair services. We may facechallenges in achieving commercially viable yields and difficulties in manufacturing components in the quantities and to the specifications and qualitystandards demanded by our customers, as well as in qualifying our components for use in our customers' designs. Our proprietary products and design,engineering, logistics and repair services must compete with products and services offered by established vendors which focus solely on development ofsimilar technologies or the provision of similar services. Any of these factors could cause our CPS revenue and margins to be less than expected, which wouldhave an overall adverse and potentially disproportionate effect on our revenues and profitability.Adverse changes in the key end markets we target could harm our business by reducing our sales.We provide products and services to companies that serve the communications, industrial, defense, medical, enterprise computing and storage,multimedia, clean technology and automotive industries. Adverse changes in any of these markets could reduce demand for our customers' products or makethese customers more sensitive to the cost of our products and services, either of which could reduce our sales, gross margins and net income. A number offactors could affect any of these industries in general, or our customers in particular, and lead to reductions in net sales, thus harming our business. Thesefactors include: •short product life cycles of our customers' products leading to continuing new requirements and specifications and product obsolescence, either ofwhich could cause us to lose business;•failure of our customers' products to gain widespread commercial acceptance which could decrease the volume of orders customers place with us;and•recessionary periods in our customers' markets which decrease orders from affected customers.We realize a substantial portion of our revenues from communications equipment customers. This market is highly competitive, particularly in the areaof price. Should any of our larger customers in this market fail to effectively compete with their competitors, they could reduce their orders to us or experienceliquidity difficulties, either of which would have the effect of reducing our revenue and net income, perhaps substantially. In addition, in the case of ourdefense business, future U.S. government budget conditions and the scheduled withdrawal of armed forces from Afghanistan could result in a decrease indefense spending, which in turn could cause a reduction in orders placed by the government or defense contractors for products manufactured by our defenseand aerospace (DAS) division. Since such products carry higher margins than many of our other products and services, such a decrease would contributedisproportionately to a reduction in our gross margin and profitability. For example, an unexpected decline in DAS orders during the second quarter of 2011contributed to our financial results not meeting analyst expectations in that quarter. There can be no assurance that we will not experience declines in demandfor such products in the future. We may be unable to generate sufficient liquidity to reduce our debt levels or maintain or expand our operations, which may cause our stock priceto fall and reduce the business our customers and vendors do with us. Our liquidity is dependent on profitability and business volume which affects working capital, including inventory requirements, the extension of tradecredit by our suppliers, the degree of alignment of payment terms from our suppliers to payment terms granted to our customers, investments in facilities andequipment, acquisitions, repayments of obligations under outstanding indebtedness and repurchases of our outstanding debt. In order to improve ourliquidity, during the second quarter of 2012, we renewed and increased our asset-backed credit facility increasing the facility to $300 million, under which wecould borrow $232 million based on the levels of eligible receivables and inventories as of September 29, 2012, and in the fourth quarter of 2012, weborrowed $40 million secured by our corporate headquarters. We also have $128 million in short-term financing facilities of which $68 million remainedavailable to be borrowed as of September 29, 2012. Our asset-backed credit facility expires as early as the second quarter of 2014 should the Senior FloatingRate Notes due 2014 not be repaid, redeemed, defeased, refinanced or reserved under the borrowing base, and as late as March 2017. Our next long-term debt18Table of Contentsmaturity is in 2014. Additionally, $70 million of our foreign short-term credit facilities expires in the third quarter of 2013 and $58 million expires in thefourth quarter of 2013. On July 23, 2012, we redeemed $150 million of notes due in 2016 using cash, borrowings under our credit facilities and the netproceeds from our $40 million loan..In the event we need additional capital, whether for working capital, debt repayment or otherwise, there can be no assurance that such additional debt orequity capital will be available on acceptable terms or at all. New financing could result in us issuing additional equity securities, which could cause dilutionto existing stockholders. If additional or continued financing, including the continued extension of trade credit by our suppliers, is not available whenrequired, our liquidity would be reduced. The risks of reduced liquidity include an inability to maintain or increase our rates of production, to makenecessary capital expenditures in order to maintain and expand our manufacturing capacity as needed, and to repay, reduce or refinance our debt. Any of theseissues could cause our stock price to fall and reduce our customers' and vendors' willingness to do business with us. Our credit arrangements contain covenants which may adversely impact our business and the failure to comply with such covenants could causeour outstanding debt to become immediately payable. Other than our $40 million loan which used certain of our real property as collateral, our debt agreements do not contain financial covenants currentlyapplicable to us, but do include a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restrictedpayments, selling assets, paying dividends and redeeming or repurchasing capital stock and debt, subject to certain exceptions. Our $40 million loan requiresus to maintain a minimum fixed charge coverage ratio during its term. These covenants could constrain our ability to grow our business through acquisition orengage in other transactions which the covenants would otherwise restrict, including refinancing our existing debt. In addition, such agreements includecovenants requiring, among other things, that we file quarterly and annual financial statements with the SEC, comply with all laws, pay all taxes andmaintain casualty insurance. If we are not able to comply with all of these covenants, for any reason, some or all of our outstanding debt as well as allamounts payable under our interest rate swaps on such debt, if any, could become immediately due and payable and the incurrence of additional debt underour asset-backed credit facility would not be allowed, any of which could have a material adverse effect on our liquidity and ability to conduct our business. Early redemptions and repurchases of debt reduce our working capital and liquidity; debt refinancing can entail higher interest expense, whichwould lower our net income; interest payments on variable rate debt can increase, which would lower our net income. During 2010, 2011 and 2012, we redeemed $195.7 million, net $80 million and net $360 million of our long-term debt, respectively. Althoughredemptions and repurchases of debt improve our operating results by reducing our interest expense, these actions also reduce our liquidity. If we shouldrepurchase or redeem additional debt or equity, our working capital and liquidity would be further reduced. In addition, should we undertake to refinance anyof our outstanding long-term debt, the next maturity of which is 2014, there can be no assurance that the terms of such refinancing, particularly the interestrate, would be favorable to us. Should we be forced to replace lower interest rate debt with higher interest rate debt, our net income would be reduced. As ofSeptember 29, 2012, an aggregate of $540 million of our long-term debt and all of our short-term borrowings bear interest at a variable rate based uponLIBOR. Interest rates, including LIBOR, can change due to a variety of factors, including governmental debt levels, ratings downgrade of U.S. or othersovereign debt, the pace of economic growth and central bank actions. In addition, volatility of LIBOR could increase following recent governmentalinvestigations concerning the manner in which LIBOR rates are determined. Should LIBOR increase substantially in the future for any reason, interestpayments on our variable interest rate debt would also increase, lowering our net income. We are subject to intense competition in the EMS industry which could cause us to lose sales and therefore hurt our financial performance. The EMS industry is highly competitive and the industry has been experiencing a surplus of manufacturing capacity, particularly in light of theslowdowns in the U.S. and certain international economies. Our competitors include major global electronics manufacturing services (EMS) providers such asBenchmark Electronics, Inc., Celestica, Inc., Flextronics International Ltd., Jabil Circuit, Inc. and Plexus Corp., as well as other EMS companies that have aregional, product, service or industry specific focus. Some of those companies have greater manufacturing and financial resources than we do. We also facecompetition from current and potential OEM customers who may elect to manufacture their own products internally rather than outsourcing to EMS providers.We may not be able to offer prices as low as some of our competitors because those competitors may have lower operating costs as a result of theirgeographic location, greater economies of scale or the services they provide or because these19Table of Contentscompetitors are willing to provide EMS services at prices we are unable or unwilling to offer. There can be no assurance that we will not lose business in thefuture in response to such competitive pricing or other inducements which may be offered by our competitors, which would decrease our sales and net income.If demand for our higher-end, higher margin manufacturing services does not increase, our future gross margins and operating results may belower than expected. We typically earn lower gross margins when we provide less complex IMS services. We experience continued pressure from OEMs to reduce prices, andcompetition remains intense. Pricing pressure is typically more intense for less complex, lower margin IMS services. This price competition has affected, andcould continue to adversely affect, our gross margins. If demand for our higher-end, higher margin manufacturing services and products does not increase inthe future, our gross margins and operating results in future periods may be lower than expected. Our operating results are subject to significant uncertainties, which make predictability of our future sales and net income difficult. Our operating results are subject to significant uncertainties, including: •conditions in the economy as a whole and in the electronics industry;•fluctuations in components prices and component shortages caused by high demand, natural disaster or otherwise;•timing of new product development by our customers which creates demand for our services;•levels of demand in the end markets served by our customers;•our ability to replace declining sales from end-of-life programs with new business wins;•timing of orders from customers and the accuracy of their forecasts;•inventory levels of customers, which if high relative to their normal sales volume, could cause them to reduce their orders to us;•timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;•increased labor costs in the regions in which we operate;•mix of products ordered by and shipped to major customers, as high volume and low complexity manufacturing services typically have lowergross margins than more complex and lower volume services;•degree to which we are able to utilize our available manufacturing capacity;•our ability to maintain desired plant operating efficiencies, including achieving acceptable yields, effectively planning production and managingour inventory and fixed assets to avoid high carrying costs and excess working capital;•customer insolvencies resulting in bad debt or inventory exposures that are in excess of our reserves;•our ability to efficiently move manufacturing activities to lower cost regions without adversely affecting customer relationships while controllingcosts related to the closure of facilities and employee severance;•pricing and other competitive pressures;•fluctuations in the values of our assets, including real property and assets held for sale, which could result in charges to income;•volatility of foreign currency exchange rates;•changes in our tax provision due to changes in our estimates of pre-tax income in the jurisdictions in which we operate, including our ability toutilize our deferred tax assets; and•political and economic developments in countries in which we have operations which could restrict our operations or increase our costs. If any of these uncertainties should be realized, our financial results could be adversely impacted.A portion of our operating expenses is relatively fixed in nature and planned expenditures are based in part on anticipated orders, which are difficult topredict. If we do not receive anticipated orders as expected, our profitability will decline. Moreover, our ability to reduce our costs as a result of current orfuture restructuring efforts may be limited because consolidation of operations can be a costly and lengthy process to complete.We generally do not obtain long-term volume purchase commitments from customers and, therefore, cancellations, reductions in productionquantities, delays in production by our customers and changes in customer requirements could reduce our sales and net income.20Table of ContentsWe generally do not obtain firm, long-term purchase commitments from our customers and our bookings may generally be canceled prior to thescheduled shipment date. Customers may cancel their orders, reduce production quantities or delay production for a number of reasons, including significantdecreases in demand for their products and services. Although the customer is generally liable for finished goods and work-in-process at the time ofcancellation, we may be unable or, for other business reasons, choose not to enforce our contractual rights. Cancellations, reductions or delays of orders bycustomers would: •reduce our sales and net income by decreasing the volumes of products that we manufacture for our customers;•delay or eliminate recovery of our expenditures for inventory purchased in preparation for customer orders; and•lower our asset utilization, which would result in lower gross margins and lower net income. In addition, customers sometimes require that we transfer the manufacturing of their products from one facility to another to achieve cost reductionsand other objectives. These transfers have resulted in increased costs to us due to facility downtime or less than optimal utilization of our manufacturingcapacity. These transfers also have required us to close or reduce operations at certain facilities, particularly those in high cost locations such as the UnitedStates, Canada and Western Europe, and as a result we have incurred significant costs for the closure of facilities, employee severance and related matters. Wealso have encountered occasional delays and complications related to the transition of manufacturing programs to new locations. We may be required to relocateour manufacturing operations in the future and, accordingly, we may incur additional costs that decrease our net income. Commodity price fluctuations may negatively impact our results of operations.Our components are manufactured using a number of commodities, including petroleum, gold, copper and other metals that are subject to frequent andunpredictable changes in price due to worldwide demand, investor interest and economic conditions. We do not hedge against the risk of these fluctuations, butrather attempt to adjust our product pricing to reflect such changes. Portions of the Dodd-Frank Act, which will require due diligence and disclosure bypublicly-traded OEM's and manufacturers of information concerning the source of certain minerals contained in their products, may reduce the acceptablesources of supply of such minerals, which could have the effect of increasing prices for such minerals and the components containing them. Shouldsignificant increases in commodities prices occur and should we not be able to increase our product prices enough to offset these increased costs, our grossmargins and profitability would decrease, perhaps significantly.Energy price increases may negatively impact our results of operations.We, along with our suppliers and customers, rely on various energy sources (including oil) in our manufacturing and transportation activities. Therehas been significant volatility in the prices of energy during the recent past and such volatility is likely to continue in the future. A sustained increase in energyprices could cause an increase to our raw material, components and transportation costs. We may not be able to increase our product prices enough to offsetthese increased costs. In addition, any increase in our product prices may reduce our future customer orders and profitability. We rely on a relatively small number of customers for a substantial portion of our sales, and declines in sales to these customers would reduce ournet sales and net income. One customer represented 10% or more of our net sales and sales to our ten largest customers represented 49.7% of our net sales during 2012. We expectto continue to depend upon a relatively small number of customers for a significant percentage of our sales. A significant reduction in sales to any of our largecustomers or significant pricing and margin pressures exerted by our large customers would adversely affect our operating results. In the past, some of ourlarge customers have significantly reduced or delayed the volume of manufacturing services ordered from us as a result of changes in demand for theirproduct, consolidations or divestitures or for other reasons. In particular, certain of our customers have from time to time entered into manufacturingdivestiture transactions with other EMS companies, and such transactions could reduce our revenues with these customers. We cannot assure you that presentor future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturingservices ordered from us, any of which would reduce our net sales and net income. We are subject to risks arising from our international operations. We conduct our international operations primarily in Asia, Latin America, Canada and Europe, and we continue to consider additional opportunities tomake foreign acquisitions and construct new foreign facilities. We generated 81.8% of our net sales from non-U.S. operations in 2012 and a significant portionof our manufacturing material was provided by21Table of Contentsinternational suppliers during this period. As a result of our international operations, we are affected by economic, political and other conditions in foreigncountries, including: •the imposition of government controls;•compliance with U.S. and foreign laws concerning trade and employment practices;•difficulties in obtaining or complying with export license requirements; •trade restrictions;•changes in tariffs;•labor unrest, including strikes, and difficulties in staffing;•security concerns;•inflexible employee contracts in the event of business downturns;•coordinating communications among and managing international operations;•fluctuations in currency exchange rates;•currency controls;•increases in duty and/or income tax rates;•adverse rulings in regards to tax audits;•excess costs associated with reducing employment or shutting down facilities;•misappropriation of intellectual property; and•constraints on our ability to maintain or increase prices. Our operations in certain foreign locations receive favorable income tax treatment in the form of tax holidays or other incentives. In the event that suchtax holidays or other incentives are not extended, are repealed, or we no longer qualify for such programs, our taxes may increase, which would reduce our netincome. Additionally, a significant portion of our worldwide cash reserves are generated by, and therefore held in, foreign jurisdictions. Some jurisdictionsrestrict the amount of cash that can be transferred to the U.S. or impose taxes and penalties on such transfers of cash. To the extent we have excess cash inforeign locations that could be used in, or is needed by, our U.S. operations, we may incur significant taxes to repatriate these funds. We operate in countries that have experienced labor unrest and political instability, including China, India, Malaysia, Thailand and other countries inSoutheast Asia and we have experienced work stoppages and similar disruptions in certain foreign jurisdictions, including India. To the extent suchdevelopments prevent us from adequately staffing our plants and manufacturing and shipping products in those jurisdictions, our margins and net incomecould be reduced and our reputation as a reliable supplier could be negatively impacted.Failure to comply with domestic or international employment and related laws could result in the payment of significant damages, which wouldreduce our net income. We are subject to a variety of domestic and foreign employment laws, including those related to safety, wages and overtime, discrimination, whistle-blowing, classification of employees and severance payments. Enforcement activity relating to these laws, particularly outside of the United States, canincrease as a result of increased media attention due to violations by other companies, changes in law, political and other factors. Although we believe that ouremployment practices comport with local customs, there can be no assurance that, due to a more aggressive enforcement posture by governmental authorities,we won't be found to have violated elements of such laws, which can be complex, in the future. Any such violations could lead to the assessment of finesagainst us by federal, state or foreign regulatory authorities or damages payable to employees, which could be substantial and would reduce our net income.Unanticipated changes in our tax rates or exposure to additional income tax liabilities could increase our taxes and decrease our net income.We are subject to income, sales, value-added and other taxes in the United States and various foreign jurisdictions. Significant judgment is required indetermining our worldwide provision for taxes and, in the ordinary course of business, there are many transactions and calculations for which the ultimate taxdetermination is uncertain. Our effective tax rates could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates,changes in the valuation of deferred tax assets and liabilities, changes in tax laws and other factors. Our tax determinations are regularly subject to audit by taxauthorities and developments in those audits could adversely affect our tax provisions, including through assessment of back taxes, interest and penalties. Forexample, we are currently undergoing audits of our tax returns for certain recent tax years in a number of jurisdictions, including the U.S. and Mexico.Although we believe that our tax estimates are reasonable and our22Table of Contentsexisting tax reserves are adequate, the final determination of tax audits or tax disputes may be different from what is reflected in our historical tax provisionswhich could lead to an increase in our taxes payable and a decrease in our net income.We have taken substantial restructuring charges in the past and we may need to take material restructuring charges in the future. We have incurred significant expenses related to restructuring of our operations in the past and may continue to do so in the future. For example, wehave moved, and may continue to move, our operations from higher-cost to lower-cost locations to meet customer requirements. We have incurred costs relatedto workforce reductions, facilities closure and subsequent environmental remediations, work stoppages and labor unrest resulting from the closure of ourfacilities in higher cost locations. In addition, we have incurred unanticipated costs related to the transfer of operations to lower-cost locations, including costsrelated to integrating new facilities, managing operations in dispersed locations and realigning our business processes. We also have incurred costs torestructure operations that have been acquired in order to integrate them into our Company. We expect to be required to record additional charges related torestructuring activities in the future, but cannot predict the timing or amount of such charges. Any such charges would reduce our net income. Our results can be adversely affected by rising labor costs. There is substantial uncertainty about future labor costs, in particular within the lower-cost regions in which we operate. In the past, labor disputes andstrikes based partly on wages have slowed or stopped production at certain manufacturers in China and India. In some cases, employers have responded bysignificantly increasing the wages of workers at such plants. In addition, the cost structure in certain countries that are now considered to be favorable mayincrease as economies develop, causing local wages to rise. In addition, demographic and other changes may cause a sustained and permanent increase inwages in the lower-cost geographies in which we operate, particularly in China. If we are required to make any substantial increase in wages that we are unableto recover from our customers, our profitability would be reduced. As a result of our components ordering policies and customer-requested ship dates, we may incur, and not be able to recover from our customers,the purchase price or carrying costs of components, work-in-process or finished goods kept in our inventory, which would decrease our marginsand net income. In order to satisfy customer orders, we are frequently required to order components and other parts in advance of customer payment, particularly forlong lead-time items. Furthermore, we may be required to keep additional components, work-in-process and finished goods in inventory in order to meetcustomer delivery dates. While our supply agreements with our customers generally allocate most of the liability for payment for such items to the customers,we may nonetheless incur additional carrying costs or not ultimately be compensated for these items should the customer default upon its obligations. To theextent we incur any such costs, our gross margins and net income would be reduced. If we manufacture or design defective products, or if our manufacturing processes do not comply with applicable statutory and regulatoryrequirements, we could be subject to claims, damages and fines and lose customers. We manufacture products to our customers' specifications, and in some cases our manufacturing processes and facilities may need to comply withvarious statutory and regulatory requirements. For example, many of the medical devices that we manufacture, as well as the facilities and manufacturingprocesses that we use to produce them must comply with standards established by the United States Food and Drug Administration. In addition, ourcustomers' products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we design ormanufacture may at times contain design or manufacturing defects, and our manufacturing processes may be subject to errors or may not be in compliancewith applicable statutory and regulatory requirements. Defects in the products we design or manufacture may result in product recalls, warranty claims bycustomers, including liability for repair costs, delayed shipments to customers or reduced or canceled customer orders. If these defects or deficiencies aresignificant, our results of operations and business reputation could be harmed. The failure of the products that we design or manufacture or of ourmanufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in somecases, require us to shut down or incur considerable expense to correct a manufacturing program or facility. In addition, these defects may result in productliability claims against us. The magnitude of such claims may increase as we expand our medical, automotive, and aerospace and defense manufacturingservices because defects could result in death or significant injury to end users of these products. Even if our customers are contractually responsible fordefects in the design of a product, we could nonetheless be named in a product liability suit over such defects and could be required to expend significantresources defending ourselves. 23Table of ContentsWe design products on a contract basis or jointly with our customers. The design services that we provide can expose us to different or greater potentialliabilities than those we face when providing our regular manufacturing services. For example, we have increased exposure to potential product liability claimsresulting from injuries caused by defects in products we design, as well as potential claims that products we design infringe third-party intellectual propertyrights. Such claims could subject us to significant liability for damages and, regardless of their merits, could be time-consuming and expensive to resolve.Any such costs and damages could be significant and would reduce our net income.Our business could be adversely affected by any delays, or increased costs, resulting from the use of common carriers to transport our materialsand, products.We rely on a variety of common carriers to transport our raw materials and components from our suppliers to us, and to transport our products to ourcustomers. The use of common carriers is subject to a number of risks, including increased costs due to rising energy prices and labor, vehicle and insurancecosts, criminal activity, such as hijackings, resulting in losses of shipments, delivery delays resulting from labor disturbances and strikes and other factorsbeyond our control. While we attempt to mitigate our liability for any losses resulting from these risks through contracts with our customers, suppliers andinsurance carriers, any costs or losses that cannot be mitigated could reduce our profitability, require us to manufacture replacement product or damage ourrelationships with our customers. Our key personnel are critical to the continued growth of our business and we cannot assure you that they will remain with us. Our success depends upon the continued service of our key personnel. Generally, these employees are not bound by employment or non-competitionagreements. We cannot assure you that we will retain our key employees, particularly our highly skilled operations managers and engineers involved in themanufacture of existing products and development of new products and processes. The competition for these employees is intense. In addition, if one or moreof our key employees were to join a competitor or otherwise compete directly or indirectly with us or otherwise become unavailable to us, we could losecustomers and our sales and gross margins could decrease.If we are unable to maintain our technological and manufacturing process expertise, our business could be adversely affected.Improvements to and refinements of our manufacturing processes are necessary to manufacture next generation products for our customers in a cost-efficient manner. As a result, we are continually evaluating the cost-effectiveness and feasibility of new manufacturing processes. In some cases, we will berequired to make capital expenditures and incur engineering expense in order to qualify and validate any such new process. Such expenses would reduce ournet income. In addition, any delay in the deployment of such new process, or problems commencing volume production using a new process could also reduceour margins and net income and harm our reputation with our customers.Our international sales are subject to laws relating to trade, export controls and foreign corrupt practices, the violation of which could adverselyaffect our operations. We are required to comply with all applicable domestic and foreign export control laws, including the International Traffic in Arms Regulations(“ITAR”) and the Export Administration Regulations (“EAR”). Some items manufactured by us are controlled for export by the United States Department ofCommerce's Bureau of Industry and Security under the EAR. In addition, we are subject to the Foreign Corrupt Practices Act and international counterpartsrelating to bribery of foreign governments and officials. Violation of any of these laws or regulations could result in significant sanctions, including largemonetary penalties and suspension or debarment from participation in future business opportunities, which could reduce our future revenue and net incomeand damage our reputation as a reputable supplier. We are subject to a number of U.S. governmental procurement rules and regulations, the failure to comply with which could result in damages orreduction of future revenue. We are subject to a number of laws and regulations relating to the award, administration and performance of U.S. government contracts andsubcontracts. Such laws and regulations govern, among other things, price negotiations, cost accounting standards and other aspects of performance undergovernment contracts. These rules are complex and our performance under them is subject to audit by the Defense Contract Audit Agency and othergovernment regulators. If an audit or investigation reveals a failure to comply with regulations or other improper activities, we may be subject to civil orcriminal penalties and administrative sanctions by either the government or the prime customer, including termination of the contract,24Table of Contentspayment of fines and suspension or debarment from doing further business with the U.S. government. Any of these actions would increase our expenses,reduce our revenue and damage our reputation as a reliable government supplier. We can experience losses due to foreign exchange rate fluctuations, which would reduce our net income. Because we manufacture and sell a substantial portion of our products abroad, our operating costs are subject to fluctuations in foreign currencyexchange rates. If the U.S. dollar weakens against the foreign currencies in which we denominate certain of our trade accounts payable, fixed purchaseobligations and other expenses, the U.S. dollar equivalent of such expenses would increase. We use financial instruments, primarily short-term foreigncurrency forward contracts, to hedge certain forecasted foreign currency commitments arising from trade accounts receivable, trade accounts payable and fixedpurchase obligations. Our foreign currency hedging activities depend largely upon the accuracy of our forecasts of future sales, expenses, capital expendituresand monetary assets and liabilities. As such, our foreign currency forward contracts may exceed or not cover our full exposure to exchange rate fluctuations. Ifthese hedging activities are not successful, we may experience significant unexpected expenses from fluctuations in exchange rates. Although we believe ourforeign exchange hedging policies are reasonable and prudent under the circumstances, we can provide no assurances that we will not experience losses arisingfrom currency fluctuations in the future, which could be significant. Any failure to comply with applicable environmental laws could adversely affect our business by causing us to pay significant amounts forcleanup of hazardous materials or for damages or fines. We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge anddisposal of hazardous substances and wastes in the ordinary course of our manufacturing operations. We also are subject to laws and regulations governingthe recyclability of products, the materials that may be included in products, and the obligations of a manufacturer to dispose of these products after end usershave finished using them. If we violate environmental laws or if we occupy or occupied in the past a site at which a predecessor company causedcontamination, we may be held liable for damages and the costs of remedial actions. We cannot assure you that we will not violate environmental laws andregulations in the future as a result of human error, equipment failure or other causes. Although we estimate and regularly reassess our potential liability withrespect to violations or alleged violations and accrue for such liability, we cannot assure you that our accruals will be sufficient to cover the actual costs weincur as a result of these violations or alleged violations or that no violations will not occur for which a reserve has not been established. Any increase inexisting reserves or establishment of new reserves for environmental liability would reduce our net income. Our failure to comply with applicableenvironmental laws and regulations could also limit our ability to expand facilities or could require us to acquire costly equipment or to incur other significantexpenses to comply with these laws and regulations. Asbestos containing materials, or ACM, are present at several of our manufacturing facilities. Although the ACM is being managed and controls havebeen put in place pursuant to ACM operations and maintenance plans, the presence of ACM could give rise to remediation obligations and other liabilities. Our plants generally operate under environmental permits issued by governmental authorities. For the most part, these permits must be renewedperiodically and are subject to revocation in the event of violations of environmental laws. Any such revocation could require us to cease or limit production atone or more of our facilities, thereby having an adverse impact on our results of operations. Primarily as a result of certain of our acquisitions, we have incurred liabilities associated with environmental contamination. These liabilities includeongoing investigation and remediation activities at a number of current and former sites, including ones located in Irvine, California; Owego, New York;Derry, New Hampshire; Fort Lauderdale, Florida; and Brockville, Ontario. In addition, we have been named in a lawsuit alleging operations at our currentand former facilities in Orange County, California contributed to groundwater contamination. There are some sites, including our acquired facility inGunzenhausen, Germany, that are known to have groundwater contamination caused by a third-party, and that third-party has provided indemnity to us forthe liability. Third party indemnities may not be effective to reduce our liability for environmental contamination. For example, Nortel Networks, which hadprovided us an indemnity with respect to environmental investigation activities being undertaken at our former Brockville site, is party to bankruptcyproceedings that may cause it not to fully honor its indemnification obligations to us. The time required to perform environmental remediations can be lengthyand there can be no assurance that the scope of these activities will not increase as a result of the discovery of new contamination or contamination on adjoininglandowner's properties or the adoption of more stringent regulatory standards covering sites at which we are currently performing remediation activities. As aresult, there can be no assurance that these or any other similar third-party or governmental claims that may be filed in the future will not result in materialliability to us. 25Table of ContentsWe have also been named as a potentially responsible party at a contaminated disposal site operated by another party at the Casmalia Resources site inSouthern California, as a result of the past disposal of hazardous waste by companies we have acquired or by our corporate predecessors. In addition, wehave been named as a potentially responsible party by the California Department of Toxic Substance Control at a waste treatment site operated by anotherparty in San Jose, California, allegedly as a result of waste we sent to be treated at that facility being discharged into the environment. Although liabilities forsuch historical treatment and disposal activities have not materially affected our financial condition to date, we cannot assure you that past disposal activitieswill not result in liability that will materially affect us in the future, nor can we provide assurance that we do not have environmental exposures of which weare unaware and which could adversely affect our operating results. Over the years, environmental laws have become, and in the future may continue to become, more stringent, imposing greater compliance costs andincreasing risks and penalties associated with violations. We operate in several environmentally sensitive locations and are subject to potentially conflictingand changing regulatory agendas of political, business and environmental groups. Changes in or restrictions on discharge limits, emissions levels, permittingrequirements and material storage or handling could require a higher than anticipated level of remediation activities, operating expenses and capital investmentor, depending on the severity of the impact of the foregoing factors, costly plant relocation. In addition, the electronics industry became subject to the European Union's RoHS (Restriction of Hazardous Substances) and WEEE (Waste fromElectrical and Electronic Equipment) directives which took effect beginning in 2005. Parallel initiatives have been adopted in other jurisdictions, includingseveral states in the United States and the People's Republic of China. RoHS prohibits the use of lead, mercury and certain other specified substances inelectronics products and WEEE requires industry OEMs to assume responsibility for the collection, recycling and management of waste electronic productsand components. Although we believe we have implemented procedures to make our manufacturing process RoHS compliant, a successful assertion by agovernmental entity of non-compliance could result in significant costs and/or penalties. In the case of WEEE, the compliance responsibility rests primarilywith OEMs rather than with EMS companies. However, OEMs may turn to EMS companies for assistance in meeting their WEEE obligations, which couldincrease our costs.Consolidation in the electronics industry may adversely affect our business by increasing customer buying power and increasing prices we pay forcomponents. Consolidation in the electronics industry among our customers, our suppliers and/or our competitors may increase as companies combine to achievefurther economies of scale and other synergies. Consolidation in the electronics industry could result in an increasing number of very large electronicscompanies offering products in multiple sectors of the electronics industry. The significant purchasing and market power of these large companies coulddecrease the prices paid to us by these customers. In addition, if one of our customers is acquired by another company that does not rely on us to provideEMS services either because it has its own production facilities or relies on another provider of similar services, we may lose that customer's business.Similarly, consolidation among our suppliers could result in a sole or limited source for certain components used in our customers' products. Any suchconsolidation could cause us to be required to pay increased prices for such components, which would reduce our gross margin and profitability. Employee theft or fraud could result in loss.Certain of our employees have access to, or signature authority with respect to, bank accounts or other company assets, which exposes us to the risk offraud or theft. In addition, certain employees have access to key IT infrastructure and to customer and other information that is commercially valuable.Should any employee, for any reason, compromise our IT systems, or misappropriate customer or other information, we could incur losses, including lossesrelating to claims by our customers against us, the willingness of customers to do business with us may be damaged and, in the case of our defense business,we could be debarred from future participation in government programs. Any losses due to employee fraud or malfeasance may not be fully covered byinsurance.We may not be successful in implementing and integrating strategic transactions or in divesting non-strategic assets, which could cause ourfinancial results to fail to meet our forecasts. From time to time, we may undertake strategic transactions that give us the opportunity to access new customers and new end-customer markets, toobtain new manufacturing and service capabilities and technologies, to enter new geographic manufacturing locations, to lower our manufacturing costs andimprove our profits, and to further develop existing customer relationships. Strategic transactions involve a number of risks, uncertainties and costs,including the following: •integrating acquired operations and businesses including in regions or countries in which we have not previously operated;26Table of Contents•incurring severance and other restructuring costs to rationalize any purchased operation, which would reduce our net income;•obtaining regulatory approvals or other conditions to closing, which could delay the closing of strategic transactions;•diverting management attention from day-to-day duties in order to implement and integrate strategic transactions;•scaling up production and coordinating management of operations at new sites;•incurring transaction expenses, including fees of investment bankers, attorneys and accountants, which could be significant;•separating operations or support infrastructure for entities divested;•managing and integrating operations in geographically dispersed locations;•maintaining customer, supplier or other favorable business relationships of acquired operations and terminating unfavorable relationships;•integrating the acquired company's systems into our management information systems;•satisfying unforeseen liabilities of acquired businesses, including liability for past violations of law and environmental liabilities, which couldrequire the expenditure of material amounts of cash or subject us to ongoing regulatory scrutiny or requirements;•operating in the geographic market or industry sector of the business acquired in which we may have little or no experience;•complying with laws of new jurisdictions in which we have not previously operated;•improving and expanding our management information systems to accommodate expanded operations; and•losing key employees of acquired operations. Any of these factors could prevent us from realizing the anticipated benefits of a strategic transaction, and our failure to realize these benefits couldreduce our sales below and increase our costs above our forecasts and could cause write-downs of the value of the business acquired which would decrease ournet income. Acquisitions may also be dilutive to our earnings per share, particularly if our projections and assumptions about the acquired business' futureoperating results prove to be inaccurate. As a result, although the goal of our acquisitions is to improve our business and increase stockholder value, anytransactions that we complete may ultimately fail to increase our sales and net income and stock price. If we are unable to protect our intellectual property or infringe, or are alleged to infringe, upon intellectual property of others, we could lose salesor be required to pay significant amounts in costs or damages. We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights.We cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property. For example, we rely in part upon patents to protectour intellectual property position. However, a number of our patents covering certain aspects of our manufacturing processes or products have expired or willexpire in the near future. Such expirations reduce our ability to assert claims against competitors or others who use or sell similar technology. Any failure toprotect our intellectual property rights would diminish or eliminate the competitive advantages that we derive from our proprietary technology. We are also subject to the risk that former employees violate the terms of their proprietary information agreements with us which require them to keepconfidential and not to use for their benefit information obtained in the course of their employment with us. Should a key former employee use or disclose suchinformation, including information concerning our customers, pricing, capabilities or strategy, our ability to obtain new customers and to compete could beadversely impacted.Finally, we may occasionally become involved in administrative proceedings, lawsuits or other proceedings if others allege that we infringe on theirintellectual property rights. Some of these claims could subject us to significant liability for damages and invalidate our property rights. If successful, suchclaims could impair our ability to collect royalties or license fees or could force us or our customers to: •stop producing products that use the challenged intellectual property;•obtain from the owner of the infringed intellectual property, at our expense, a license to sell the relevant technology at an additional cost, whichlicense may not be available on reasonable terms, or at all; or•redesign those products or services that use the infringed technology.We sometimes design products on a contract basis or jointly with our customers. In these situations, we may indemnify our customer against liabilitycaused by claims that the design infringes the intellectual property rights of a third party. Such indemnification claims could require us to assume the defenseof such a claim, the cost of which could be significant. 27Table of ContentsAny of these results could reduce our revenue, increase our costs and reduce our net income and could damage our reputation with our customers. Inaddition, any type of intellectual property lawsuit, whether initiated by us or a third party, would likely be time consuming and expensive to resolve andwould divert management's time and attention.We may not have sufficient insurance coverage for potential claims and losses, which could leave us responsible for certain costs and damages. We carry various forms of business and liability insurance in types and amounts we believe are reasonable and customary for similarly situatedcompanies in our industry. However, we do not have insurance coverage for all of the risks and liabilities we assume in connection with the products andservices we provide to our customers, including failure to comply with typical customer warranties for workmanship, product liability, intellectual propertyinfringement and product recall claims and losses due to hacking or intrusion into our IT infrastructure. In addition, our policies generally have deductiblesthat would reduce the amount of our potential recoveries from insurance. As a result, not all of our potential business losses are covered under our insurancepolicies. Should we sustain a significant uncovered loss, our net income would be reduced.Provisions of the Dodd-Frank Act relating to “Conflict Minerals” may increase our costs and lead to reputational challenges.The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning thesupply of certain minerals originating from the Democratic Republic of Congo (DRC) and adjoining countries that are believed to be benefitting armed groups.As a result, the SEC has recently adopted new due diligence, disclosure and reporting requirements for companies which manufacture products that includecomponents containing such minerals, regardless of whether the minerals are mined in the DRC or adjoining countries. Since we manufacture such productsfor our customers, we will be required to comply with the new SEC rules, with our first required report due in May 2014. Such regulations could decrease theavailability and increase the prices of components used in our customers' products, particularly if we choose (or are required by our customers) to source suchcomponents from different suppliers than we use now. In addition, as our supply chain is complex and the method of complying with the new SEC rules isunclear, we expect that the compliance process will be both time-consuming and costly. We may face reputational challenges with our customers and otherstakeholders if we are unable to sufficiently verify the origins of minerals contained in the components included in our customers' products through the duediligence procedures that we implement. Changes in financial accounting standards or policies have affected, and in the future may affect, our reported financial condition or results ofoperations; additionally, changes in securities laws and regulations have increased, and are likely to continue to increase, our operating costs. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. Ourpreparation of financial statements in accordance with U.S. GAAP requires that we make estimates and assumptions that affect the recorded amounts ofassets and liabilities, disclosure of those assets and liabilities as of the date of the financial statements and the recorded amounts of expenses during thereporting period. A change in the facts and circumstances surrounding those estimates could result in a change to our estimates and could impact our futureoperating results. In addition, these principles are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed tointerpret and create accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting oftransactions which are completed before a change is announced. Accounting policies affecting many other aspects of our business, including rules relating torevenue recognition, off-balance sheet transactions, stock-based compensation, restructuring, acquisition accounting, asset disposals and asset retirementobligations, leases, intangible assets, derivative and other financial instruments and in-process research and development charges, have recently been revisedor are under review. Changes to those rules or the questioning of how we interpret or implement those rules may have a material adverse effect on our reportedfinancial results or on the way we conduct business. In addition, the anticipated convergence of U.S. GAAP and international financial accounting standardscreates uncertainty as to the financial accounting policies and practices we will need to adopt in the future.Finally, corporate governance, public disclosure and compliance practices continue to evolve based upon continuing legislative action, SEC rulemakingand stockholder advisory group policies. As a result, the number of rules and regulations applicable to us may increase, which would also increase our legaland financial compliance costs and the amount of time management must devote to compliance activities. For example, the SEC has adopted rules requiringdisclosure of the extent to which we use certain minerals in the production of our products and California has enacted regulations requiring disclosure of ourbusiness practices intended to reduce the risk of human trafficking and slavery in our supply chain. Increasing regulatory28Table of Contentsburdens could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee,and qualified executive officers in light of an increase in actual or perceived workload and liability for serving in such positions. Outages, computer viruses, break-ins, malware and similar events could disrupt our operations. We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and storeelectronic information. In particular, we depend on our information technology infrastructure for a variety of functions, including worldwide financialreporting, inventory management, procurement, invoicing and email communications. Any of these systems may be susceptible to outages due to fire, floods,power loss, telecommunications failures, terrorist attacks and similar events. Despite the implementation of network security measures, our systems and thoseof third parties on which we rely may also be vulnerable to computer viruses, break-ins, malware and similar disruptions. Malware, if surreptitiouslyinstalled on our systems and not timely detected and removed, could collect and disclose sensitive information relating to our customers, employees or others,exposing us to legal liability and causing us to suffer reputational damage. If we or our vendors are unable to prevent such outages and breaches, ouroperations could be disrupted.The market price of our common stock is volatile.The stock market in recent years has experienced significant price and volume fluctuations that have affected the market prices of companies,including companies in the EMS business. These fluctuations have often been unrelated to the operating performance of these companies. The market for ourcommon stock has been and may in the future be subject to similar volatility. Factors such as fluctuations in our operating results, announcements by ourcompetitors or other events affecting companies in the electronics industry, currency fluctuations, general market fluctuations and macro economic conditionsmay cause the market price of our common stock to decline.We are subject to risks associated with natural disasters and global events. We conduct a significant portion of our activities including manufacturing, administration and information technology management in areas that haveexperienced natural disasters, such as major earthquakes, hurricanes, floods and tsunamis. For example, in March 2011, Japan experienced a majorearthquake and tsunami and in October 2011, flooding occurred in large parts of Thailand. Our insurance coverage with respect to damages to our facilities orour customers' products caused by natural disasters is limited and is subject to deductibles and coverage limits and, as a result, may not be sufficient to coverall of our losses. For example, our policies do not cover damage due to earthquake. In addition, coverage may not continue to be available at commerciallyreasonable rates and terms. In the event of a major earthquake or other disaster affecting one or more of our facilities, our operations and managementinformation systems, which control our worldwide procurement, inventory management, shipping and billing activities, could be significantlydisrupted. Such events could delay or prevent product manufacturing and shipment for the time required to transfer production or repair, rebuild or replace theaffected manufacturing facilities. While we have disaster recovery plans in place, there can be no assurance that such plans will be sufficient to allow ouroperations to continue in the event of every natural or man-made disaster, pandemic or other extraordinary event. Any extended inability to continue ouroperations at unaffected facilities following such an event would reduce our revenue and potentially damage our reputation as a reliable supplier. Our profitability could be adversely impacted by climate change initiatives. Concern over climate change has led to state, federal and international legislative and regulatory initiatives aimed at reducing carbon dioxide and othergreenhouse gas emissions. While we don't expect existing or currently proposed initiatives to directly impact our business operations in the near future, thesemeasures could over the long term lead to an increase in the cost of energy used in the manufacture of our products as a result of restrictions placed uponpower generators and distributors. We can't currently estimate the impact of any such indirect costs. However, should our operating costs in fact rise as aresult of any current, proposed or future greenhouse gas initiatives, and we are not able to pass such costs to our customers, our profitability would bereduced.Item 1B. Unresolved Staff Comments None.29Table of ContentsItem 2. Properties Facilities. Our customers market numerous products throughout the world and therefore need to access manufacturing services on a global basis. Toenhance our integrated manufacturing solutions offerings, we seek to locate our facilities either near our customers and our customers' end markets in majorcenters for the electronics industry or, when appropriate, in lower cost locations. Many of our plants located near customers and their end markets are focusedprimarily on final system assembly and test, while plants located in lower cost areas are engaged primarily in higher volume, less complex component andsubsystem manufacturing and assembly. We continue to evaluate our global manufacturing operations and restructure our facilities and operations to bring our manufacturing capacity in linewith demand and our manufacturing strategy and to provide cost efficient services for our customers. Through this process, we have closed certain facilitiesnot required to satisfy current demand levels. We provide extensive operations in lower cost locations including Latin America, Eastern Europe, China andSoutheast Asia and we plan to expand our presence in these lower cost locations as appropriate to meet the needs of our customers. As of September 29, 2012, the approximate square footage of our manufacturing facilities by country was as follows: ApproximateSquare FootageArgentina1,335Australia7,105Brazil265,933Canada183,698China2,813,996Columbia1,390Czech Republic70,870Finland223,060Germany363,778Hong Kong31,457Hungary592,388India240,700Indonesia99,210Ireland110,000Israel295,893Malaysia516,556Mexico2,021,984Singapore463,019South Africa3,670Sweden77,425Thailand326,293United Kingdom38,203United States2,918,982Total11,666,945 As of September 29, 2012, our active manufacturing facilities consist of 8,309,194 square feet in facilities that we own, with the remaining3,357,751 square feet in leased facilities under lease terms expiring between 2013 and 2042.In addition to the above, we have 176,067 square feet of logistics and other non-manufacturing space that we are currently using and 1,593,808square feet of space in inactive facilities, of which 580,893 square feet is in domestic locations and 1,012,915 square feet is in international locations.Additionally, 205,370 square feet of space in our inactive facilities is leased to third parties. We are currently undertaking an aggressive program to sublease orterminate leases for unused facilities and to sell owned properties that are no longer expected to serve our future needs. We regularly evaluate our expected future facilities requirements. Although we believe our existing facilities are30Table of Contentsadequate to meet our current requirements, we anticipate expanding two of our international facilities within the next 12 months in order to support projectedbusiness volumes in these locations. Certifications and Registrations. Certifications and registrations under industry standards are important to our business because many customersrely on them to confirm our adherence to manufacturing process and quality standards. Certain markets, such as telecommunications, medical, aviation,defense, aerospace and automotive, require adherence to industry-specific standards. Substantially all of our manufacturing facilities are registered underISO 9001:2008, a standard published by the International Organization for Standardization. As part of the ISO 9001:2008 certification process, we have ahighly developed quality management system and continually improve its effectiveness in accordance with its requirements. We use this registration todemonstrate our ability to consistently provide product that meets customer and applicable regulatory requirements and enhance customer satisfaction throughits effective application. ISO 9001:2008 registration is of particular importance to our customers throughout the world. In addition to ISO 9001:2008, most of our facilities are TL 9000 registered. The TL 9000 quality system requirements and quality system metricsare designed specifically for the telecommunications industry to promote consistency and efficiency, reduce redundancy and improve customer satisfaction.Included in the TL 9000 system are performance-based metrics that quantify reliability and quality performance of the product. The majority of our facilitiesare also compliant with the standards set by Underwriters Laboratories (UL). These standards define requirements for quality, manufacturing process controland manufacturing documentation and are required by many OEMs in the communications sector of the electronics industry. Our medical systems division has identified certain manufacturing facilities to be centers of excellence for medical products manufacturing. Thesefacilities are FDA and ISO 13485:2003 certified and, where appropriate, FDA registered. All facilities are fully compliant to the FDA's quality systemsregulations. Our defense and aerospace operations are headquartered in Huntsville, Alabama and are housed in a facility dedicated to meeting the specializedneeds of our defense and aerospace customers. This defense and aerospace operation is AS9100 registered and is also certified under various U.S. militaryspecifications as well as under ANSI and other standards appropriate for defense and aerospace suppliers. Other selected operations around the world are alsoAS9100 registered. Our automotive facilities are strategically located worldwide. Substantially all of our automotive facilities are certified to ISO/TS 16949:2009, theautomotive industry standard.Item 3. Legal Proceedings Non-US Proceedings In November 2006 and December 2007, a non-US governmental entity made certain claims for penalties against us asserting that we did not complywith bookkeeping rules in accordance with applicable tax regulations. We have provided documents that we believe demonstrate our compliance with these taxregulations. We have appealed the penalties in administrative court, and have not paid the penalties pending review by the court. The administrative court hasnot indicated when it will issue a decision. We believe we have a meritorious position in this matter and are contesting these claims vigorously, although therecan be no assurance that these claims will not have a material adverse effect on our results of operations in the future.See also Note 8 of Notes to Consolidated Financial Statements. Other Proceedings We are subject to various federal, state, local and foreign laws and regulations concerning environmental protection, including those addressing thedischarge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, thematerials used in products, and the recycling, treatment and disposal of materials. We have been named in a lawsuit alleging operations at our current andformer sites in Orange County, California contributed to groundwater contamination and our Canadian subsidiary is party to an order of the Ontario, CanadaMinistry of Environment with respect to our former Brockville site requiring us to perform investigative and remediation activities. There can be no assurancethat these or any other similar third party or governmental claims will not result in material liability to us in the future.From time to time, we may be involved in other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in thenormal course of our business. The ultimate outcome of any litigation is uncertain and unfavorable31Table of Contentsoutcomes could have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on usas a result of incurrence of defense costs, diversion of management resources and other factors. We record liabilities for legal proceedings when a loss becomesprobable and the amount of loss can be reasonably estimated.Item 4. Mine Safety Disclosures.Not applicable.32Table of ContentsPART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol SANM. The following table lists the high and low intra-dayprices for our common stock as reported on NASDAQ.2012 High LowFirst quarter $9.64 $6.01Second quarter $12.55 $9.28Third quarter $11.70 $6.62Fourth quarter $9.59 $7.022011 High LowFirst quarter $13.42 $10.41Second quarter $17.32 $9.95Third quarter $12.50 $9.19Fourth quarter $11.79 $6.53 As of November 9, 2012, we had approximately 1,601 holders of record of our common stock. On November 9, 2012, the last reported sales priceof our common stock on the Nasdaq Global Select Market was $8.94 per share.The following graph compares the cumulative 5-year total return provided shareholders on our common stock relative to the cumulative total returnsof the S&P 500 index and the NASDAQ Electronic Components index. An investment of $100 (with reinvestment of all dividends) is assumed to have beenmade in our common stock and in each of the indexes on September 30, 2007 and its relative performance is tracked through September 29, 2012. 33Table of Contents 9/30/2007 9/27/2008 10/3/2009 10/2/2010 10/1/2011 9/29/2012Sanmina Corporation 100.00 77.36 64.31 94.42 52.52 66.90S&P 500 100.00 78.02 72.63 80.01 80.93 105.37NASDAQ Electronic Components 100.00 67.79 73.93 79.00 75.80 80.88The stock price performance included in this graph is not necessarily indicative of future stock price performance. Dividends We have never declared or paid cash dividends on our common stock. We currently expect to retain future earnings for use in the operation andexpansion of our business and do not anticipate paying cash dividends in the foreseeable future. Additionally, our ability to pay dividends is limited pursuantto covenants contained in our various debt agreements. See also “Item 7-Management's Discussion and Analysis of Financial Condition and Results ofOperations-Liquidity and Capital Resources.” 34Table of ContentsItem 6. Selected Financial DataThe following selected financial data should be read in conjunction with “Item 7-Management's Discussion and Analysis of Financial Condition andResults of Operations” and “Item 8-Financial Statements and Supplementary Data,” included elsewhere in this Form 10-K. FIVE YEAR SELECTED FINANCIAL HIGHLIGHTS Consolidated Statements of Operations Data: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 October 3, 2009 September 27,2008 (In thousands, except per share data)Net sales$6,093,334 $6,602,411 $6,318,691 $5,177,481 $7,202,403Operating income (loss)$137,490 $211,997 $204,799 $(4,656) $(384,160)Income (loss) from continuing operations before incometaxes$49,943 $99,538 $139,242 $(112,570) $(490,331)Provision for (benefit from) income taxes(130,291) 30,621 16,807 25,252 22,605Income (loss) from continuing operations$180,234 $68,917 $122,435 $(137,822) $(512,936)Income from discontinued operations, net of tax— — — — 24,987Net income (loss)$180,234 $68,917 $122,435 $(137,822) $(487,949)Basic earnings (loss) per share: Continuing operations$2.22 $0.86 $1.55 $(1.67) $(5.80)Discontinued operations$— $— $— $— $0.28Net income (loss)$2.22 $0.86 $1.55 $(1.67) $(5.52)Diluted earnings (loss) per share Continuing operations$2.16 $0.83 $1.48 $(1.67) $(5.80)Discontinued operations$— $— $— $— $0.28Net income (loss)$2.16 $0.83 $1.48 $(1.67) $(5.52)Shares used in computing per share amounts Basic81,284 80,345 79,195 82,528 88,454Diluted83,495 83,158 82,477 82,528 88,454 Consolidated Balance Sheet Data: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 October 3, 2009 September 27, 2008 (In thousands)Cash and cash equivalents$409,618 $640,288 $592,812 $899,151 $869,801Net working capital$1,106,752 $1,363,361 $1,338,666 $1,280,136 $1,574,339Total assets$3,167,786 $3,353,973 $3,301,796 $3,123,897 $3,530,727Long-term debt (excluding current portion)$837,364 $1,182,308 $1,240,666 $1,262,014 $1,481,985Stockholders' equity$963,781 $770,517 $661,601 $519,070 $673,48835Table of ContentsItem 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements ofhistorical fact are statements that could be deemed to be forward-looking statements, including any statements regarding the expected amounts offuture restructuring charges, future expansion plans, plans to sell or expand certain of our facilities, trends in future sales or results of operations,gross margin or operating margin, expenses, earnings or losses from operations, cash flow, inventory turns, synergies or other financial items; anystatements of the plans, strategies and objectives of management for future operations; any statements concerning developments, performance orindustry ranking; any statements regarding future economic conditions or performance; any statements regarding pending investigations, claims ordisputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Generally, the words“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” "plan," “potential,” “predict,” “should,” “will,”and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts andassumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described herein,and in the documents incorporated herein by reference, including, in particular, those factors described under “Item1A. Risk Factors” we undertakeno obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filingthis report with the Securities and Exchange Commission. Overview We are a leading independent global provider of integrated manufacturing solutions, components, products and repair, logistics and after-marketservices. Our revenue is generated from sales of our services primarily to original equipment manufacturers (OEMs) in the communications networks;computing and storage; multimedia; industrial and semiconductor capital equipment; defense and aerospace; medical; clean technology and automotiveindustries.Prior to the fourth quarter of 2012, our operations were managed as a single business - Electronic Manufacturing Services. Effective in the fourthquarter of 2012, we decided to change the way we managed the business in order to place more emphasis on components, products and services requiringadvanced technologies and / or addressing mission-critical applications. As a result, our operations are managed as two businesses:1) Integrated Manufacturing Solutions (IMS), which is a reportable segment consisting of printed circuit board assembly and test, optical and RF(Radio Frequency) modules, final system assembly and test, and direct order fulfillment.2) Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabricationand backplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products,which includes memory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospaceindustry and storage products from Newisys; and Services, which includes design, engineering, logistics and repair services.In accordance with the accounting rules for segment reporting, our only reportable segment is IMS, which represented 81% of our total revenue in2012. Our CPS business consists of multiple operating segments which do not meet the quantitative thresholds for being presented as reportable segments.Therefore, financial information for these operating segments will be presented in a single category entitled “Components, Products and Services”.All references in this section to years refer to our fiscal years ending on the last Saturday of each year closest to September 30th. Fiscal 2012, 2011and 2010 are each 52 weeks.Our strategy is to leverage our comprehensive service offering, advanced technologies, and global capabilities to further penetrate diverse end marketsthat we believe offer significant growth opportunities and have complex products that require higher value-added services. We believe this strategy differentiatesus from our competitors and will drive more sustainable revenue growth and provide opportunities for us to ultimately achieve operating margins that exceedindustry standards.There are many challenges to successfully executing our strategy. For example, we compete with a number of companies in each of our key endmarkets. These include companies that are much larger than we are and smaller companies that focus on a particular niche. Although we believe we are well-positioned in each of our key end markets and are continuing to differentiate ourselves from our competitors, competition remains intense. Additionally,growing and leveraging our36Table of Contentscomponents to drive vertical integration and improve our operating margins continues to be challenging. Revenue from our components decreased in 2012,which creates pressure on our operating margins since these products typically have a higher contribution margin than that generated by our IMS business. Wecontinue to address these challenges on both a short-term and long-term basis. For example, we recently announced the closure of a foreign components plantand made changes to the components operations management team. In late 2008, the business environment became challenging due to adverse global economic conditions. These conditions slowed global economicgrowth and resulted in recessions in many locations, including the U.S., Europe and certain countries in Asia. These conditions materially and adverselyimpacted our financial condition and results of operations for 2009. Global economic conditions improved throughout 2010, contributing to a substantialincrease in our business volume. As a result of this increase in business volume and the realization of benefits from our previous restructuring actions, our netsales and gross profit increased significantly during 2010 and we had our first profitable year since 2001. We were also profitable in 2011 and 2012. Theeconomic environment, however, became more challenging in 2012 due to high levels of unemployment, concerns about debt levels and possible recessions incertain countries, and other factors. These conditions have resulted in reduced demand for many of our customers' products, causing these customers toreduce or reschedule their orders with us. We have experienced fluctuations in our results of operations in the past and may continue to experience suchfluctuations in the future. During 2012, we reduced our net long-term debt obligations by $360.0 million, which is expected to result in significant interest expense savings infuture periods primarily due to our redemption of $400.0 million of notes due in 2016 which carried a fixed interest rate of 8.125%.A relatively small number of customers have historically generated a significant portion of our net sales. Sales to our ten largest customersrepresented approximately 50% of our net sales for 2012, 2011 and 2010. For 2012, 2011 and 2010, one customer represented more than 10% of our net salesin each period.We typically generate a significant portion of our net sales from international operations. Net sales generated from non-U.S. operations wereapproximately 80% of our total net sales for 2012, 2011 and 2010. The concentration of international operations has resulted primarily from a desire on thepart of many of our customers to move production to lower cost locations in regions such as Asia, Latin America and Eastern Europe. We expect this trend tocontinue. Historically, we have had substantial recurring sales from existing customers. We typically enter into supply agreements with our major OEMcustomers. These agreements generally have terms ranging from three to five years and cover the manufacture of a range of products. Under these agreements,a customer typically agrees to purchase its requirements for specific products in particular geographic areas from us. These agreements generally do notobligate the customer to purchase minimum quantities of products. In some circumstances, our supply agreements with customers provide for cost reductionobjectives during the term of the agreement. 37Table of ContentsCritical Accounting Policies and Estimates Management's discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statementswhich have been prepared in accordance with accounting principles generally accepted in the United States. We review the accounting policies used in reportingour financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reportedamounts of assets, liabilities, net sales and expenses and related disclosure of contingent liabilities. On an ongoing basis, we evaluate the process used todevelop estimates for certain reserves and contingent liabilities, including those related to product returns, accounts receivable, inventories, income taxes,warranty obligations, environmental matters, restructuring, and contingencies and litigation. We base our estimates on historical experience and on variousother assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent fromother sources. Our actual results may differ materially from these estimates. We believe the following critical accounting policies reflect the more significant judgments and estimates used by us in preparing our consolidatedfinancial statements:Accounts Receivable and Other Related Allowances— We estimate uncollectible accounts, product returns and other adjustments related to currentperiod net sales to establish related allowances. In making these estimates, we analyze the creditworthiness of our customers, past experience, changes incustomer demand, and the overall economic climate in the industries we serve. If actual uncollectible accounts, product returns or other adjustments differsignificantly from our estimates, the amount of sales or operating expenses we report would be affected. One of our most significant credit risks is the ultimaterealization of our accounts receivable. This risk is mitigated by (i) a significant portion of sales to financially sound companies, (ii) ongoing credit evaluationof our customers, (iii) frequent contact with our customers, especially our most significant customers, which enables us to monitor changes in their businessoperations and to respond accordingly and (iv) obtaining, in certain cases, a guaranty from the customer's parent entity. To establish our allowance fordoubtful accounts, we evaluate credit risk related to specific customers based on their financial condition and the current economic environment; however, weare not able to predict the inability of our customers to meet their financial obligations to us. We believe the allowances we have established are adequate underthe circumstances; however, a change in the economic environment or a customer's financial condition could cause our estimates of allowances, andconsequently the provision for doubtful accounts, to change, which could have a significant adverse impact on our financial position and/or results ofoperations. To establish the allowance for product returns and other adjustments, we primarily utilize historical data. Inventories— We state inventories at the lower of cost (first-in, first-out method) or market value. Cost includes raw materials, labor andmanufacturing overhead. We regularly evaluate the carrying value of our inventories and make provisions to reduce excess and obsolete inventories to theirestimated net realizable values. The ultimate realization of inventory carrying amounts is affected by changes in customer demand for inventory that customersare not contractually obligated to purchase and inventory held for specific customers who are experiencing financial difficulties. Inventory write-downs arerecorded based on forecasted demand, past experience with specific customers, the ability to redistribute inventory to other programs or back to our suppliers,and whether customers are contractually obligated and have the ability to pay for the related inventory. Certain payments received from customers forinventories that have not been shipped to customers or otherwise disposed of are netted against inventory. We procure inventory based on specific customer orders and forecasts. Customers have limited rights of modification (for example, cancellations)with respect to these orders. Customer modifications of orders affecting inventory previously procured by us and our purchases of inventory beyond customerneeds may result in excess and obsolete inventory. Although we may be able to use some excess inventory for other products we manufacture, a portion of thecost of this excess inventory may not be returned to the vendors or recovered from customers. Write-offs or write-downs of inventory could relate to:•declines in the market value of inventory;•inventory held for specific customers who are experiencing financial difficulties; and•changes in customer demand for inventory, such as cancellation of orders, and our purchases of inventory beyond customer needs that result inexcess quantities on hand that we are not able to return to the vendor, use to fulfill orders from other customers or charge back to the customer.Our practice is to dispose of excess and obsolete inventory as soon as practicable after such inventory has been identified as having no value to us. Property, Plant and Equipment—We review property, plant and equipment for impairment whenever events or changes in circumstances indicatethat the carrying amount of an asset or asset group may not be recoverable. An asset or asset38Table of Contentsgroup is considered impaired if its carrying amount exceeds the undiscounted future net cash flows the asset or asset group is expected to generate. If an assetor asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset groupexceeds its fair value. An asset group is the unit of accounting for a long-lived asset or assets to be held and used, which represents the lowest level for whichidentifiable cash flows are largely independent of the cash flows of other groups of assets. For vertically integrated plants, each individual plant, together withthe other plants with which it is vertically integrated, is an asset group. For all other plants, each individual plant is an asset group. For asset groups for whicha building is the primary asset, we estimate fair value primarily based on data provided by commercial real estate brokers. For other assets, we estimate fairvalue based on projected discounted future net cash flows. Management applies significant judgment in estimating future cash flows. Income Taxes— We estimate our income tax provision or benefit in each of the jurisdictions in which we operate, including estimating exposuresrelated to examinations by taxing authorities. We believe our accruals for tax liabilities are adequate for all open years, based on our assessment of manyfactors including past experience and interpretations of tax law applied to the facts of each matter. Although we believe our accruals for tax liabilities areadequate, tax regulations are subject to interpretation and the tax controversy process is inherently lengthy and uncertain; therefore, our assessments caninvolve a series of complex judgments about future events and rely heavily on estimates and assumptions. To the extent the probable tax outcome of thesematters changes, such changes in estimates will impact our income tax provision in the period in which such determination is made. We must also make judgments regarding the realizability of deferred tax assets. The carrying value of our net deferred tax assets is based on ourbelief that it is more likely than not that we will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. We evaluatepositive and negative evidence each reporting period when assessing the need for a valuation allowance. A valuation allowance is established for deferred taxassets when we believe realization of such assets is not more likely than not. Our judgments regarding future taxable income may change due to changes inmarket conditions, new or modified tax laws, tax planning strategies or other factors. If our assumptions, and consequently our estimates, change in thefuture, the valuation allowances we have established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. As aresult of our analysis of the positive and negative evidence available at the end of 2012, we released $158.7 million of our valuation allowance against ourU.S. deferred tax assets. We will continue to evaluate all evidence in future periods to determine if further release of the valuation allowance is warranted.Our effective tax rate is highly dependent upon the amount and geographic distribution of our worldwide income or losses, the tax regulations and taxholidays in each geographic region, the utilization of net operating losses, the availability of tax credits and carryforwards, and the effectiveness of our taxplanning strategies. We only recognize or continue to recognize tax positions that meet a “more likely than not” threshold of being upheld. Interest and penalties related tounrecognized tax benefits are recognized as a component of income tax expense.39Table of ContentsResults of OperationsYears Ended September 29, 2012, October 1, 2011 and October 2, 2010. The following table presents our key operating results. Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Net sales$6,093,334 $6,602,411 $6,318,691Gross profit$435,782 $510,351 $482,990Operating income$137,490 $211,997 $204,799Net income$180,234 $68,917 $122,435 The following table presents certain statements of operations data expressed as a percentage of net sales. Year Ended September 29, 2012 October 1, 2011 October 2, 2010Net sales100.0 100.0 100.0Cost of sales92.8 92.3 92.4Gross margin7.2 7.7 7.6 Operating expenses: Selling, general and administrative4.0 3.7 4.0Research and development0.4 0.3 0.2Other0.5 0.5 0.2Total operating expenses4.9 4.5 4.4Net Sales Net sales decreased from $6.6 billion for 2011 to $6.1 billion for 2012, a decrease of 7.7%. Net sales increased from $6.3 billion for 2010 to $6.6billion for 2011, an increase of 4.5%. Sales by end market were as follows: Year Ended 2012 vs. 2011 2011 vs. 2010 September 29,2012 October 1,2011 October 2,2010 Increase/(Decrease) Increase/(Decrease) (Dollars in thousands)Communications$2,858,827 $3,134,550 $2,483,935 $(275,723) (8.8)% $650,615 26.2 %Industrial, Defense and Medical1,547,127 1,609,370 1,614,233 (62,243) (3.9)% (4,863) (0.3)%Enterprise Computing and Storage966,851 913,062 1,072,376 53,789 5.9 % (159,314) (14.9)%Multimedia720,529 945,429 1,148,147 (224,900) (23.8)% (202,718) (17.7)%Total$6,093,334 $6,602,411 $6,318,691 $(509,077) (7.7)% $283,720 4.5 %Sales to customers in our communications end market decreased from 2011 to 2012 primarily as a result of reduced demand from existingcustomers, particularly for wireless communications products. Sales in the multimedia market decreased from 2011 to 2012 primarily as a result of reduceddemand for set-top boxes. Sales in our industrial, defense and medical end market decreased from 2011 to 2012 primarily due to weaker demand forsemiconductor capital equipment. The increase from 2011 to 2012 in our enterprise computing and storage end market was primarily attributable to increaseddemand from existing customers, both for established programs and new program wins for new technologies introduced by our customers.40Table of ContentsThe increase from 2010 to 2011 in our communications end market is primarily attributable to increased demand from existing customers, both forestablished programs and new program wins for new technologies introduced by our customers. Despite a significant decrease in demand from defensecustomers resulting primarily from reduced U.S. defense budget spending, sales in our industrial defense and medical end market were relatively flat from2010 to 2011 due to stronger demand from industrial and medical customers. Sales to customers in our enterprise computing and storage end market decreasedfrom 2010 to 2011 as a result of certain customer programs going end-of-life, the effect of which was not completely offset by new programs. Sales tocustomers in our multimedia market decreased from 2010 to 2011 primarily as a result of reduced demand from one program.Gross Margin Gross margin was 7.2%, 7.7% and 7.6% in 2012, 2011 and 2010, respectively. The decrease from 2011 to 2012 was primarily attributable todecreased sales, especially for our components which typically have higher contribution margins than our integrated manufacturing solutions. The increasefrom 2010 to 2011 was primarily a result of the profit contribution from increased business volume and improved operational performance in our componentsoperations. We have experienced fluctuations in gross margin in the past and may continue to do so in the future. Fluctuations in our gross margins may becaused by a number of factors, including:•Changes in customer demand and sales volumes for our vertically integrated system components and subassemblies;•Changes in the overall volume of our business;•Changes in the mix of high and low margin products demanded by our customers;•Parts shortages and operational disruption caused by natural disasters;•Greater competition in the EMS industry and pricing pressures from OEMs due to greater focus on cost reduction;•Provisions for excess and obsolete inventory;•Level of operational efficiency;•Pricing pressure in the electronics industry resulting from economic conditions , with EMS companies competing more aggressively on cost toobtain new or maintain existing business;•Wage inflation and rising materials costs; and•Our ability to transition manufacturing and assembly operations to lower cost regions in an efficient manner.Selling, General and Administrative Selling, general and administrative expenses were $240.9 million, $247.1 million and $252.5 million in 2012, 2011 and 2010, respectively. As apercentage of net sales, selling, general and administrative expenses were 4.0% for 2012, 3.7% for 2011 and 4.0% for 2010. The decrease in absolute dollarsfrom 2011 to 2012 was primarily attributable to lower personnel-related costs. The decrease in absolute dollars from 2010 to 2011 was primarily attributable to reduced incentive compensation and bad debt expense, offsetpartially by higher personnel costs resulting from increased headcount.Research and Development Research and development expenses were $21.9 million, $20.8 million and $13.0 million in 2012, 2011 and 2010, respectively. As a percentage ofnet sales, research and development expenses were 0.4% for 2012, 0.3% for 2011 and 0.2% for 2010. The increase from 2011 to 2012 was primarilyattributable to new projects in our enterprise computing and storage end market. The increase in absolute dollars from 2010 to 2011 was primarily attributableto investments in new projects in multiple business units.Restructuring Restructuring Plans - 2012In 2012, we initiated restructuring plans related to plant closures and business reorganizations. Costs associated with41Table of Contentsthese plans are expected to be $23.4 million and to include employee severance, costs related to leased facilities, asset impairment charges and other exit costs.In connection with actions taken to date under these plans, we recorded employee termination benefits of $11.6 million for approximately 2,150 employees,$0.5 million of costs related to leased facilities and $3.5 million of asset impairment charges. These plans are expected to be completed within the next year. Asof September 29, 2012, $10.3 million of severance remains payable and is expected to be paid in 2013.Below is a summary of restructuring costs associated with facility closures and other consolidation efforts that were implemented in 2012: Employee Termination/ Severance andRelated Benefits Leases and FacilityShutdown andConsolidation Costs Total (In thousands)Balance at October 1, 2011$— $— $—Charges to operations11,618 4,027 15,645Charges utilized(1,317) (4,027) (5,344)Balance at September 29, 2012$10,301 $— $10,301Restructuring Plans - prior to 2012Due to completion of all actions under restructuring plans initiated prior to 2012 and immateriality of the remaining accrual balance related to suchplans, these plans have been combined for disclosure purposes. We expect to pay the majority of accrued restructuring costs by the end of 2013. In connectionwith these plans, we expect to incur restructuring costs in future periods associated primarily with vacant facilities until such time as those facilities have beensold or leased to third parties.Below is a summary of restructuring costs associated with facility closures and other consolidation efforts that were implemented prior to 2012: Employee Termination/ Severance andRelated Benefits Leases and FacilityShutdown andConsolidation Costs Total (In thousands)Balance at October 3, 2009$10,755 $3,645 $14,400Charges to operations7,873 16,320 24,193Charges utilized(11,104) (18,586) (29,690)Reversal of accrual(2,094) (277) (2,371)Balance at October 2, 20105,430 1,102 6,532Charges to operations9,041 19,683 28,724Charges utilized(8,144) (19,369) (27,513)Balance at October 1, 20116,327 1,416 7,743Charges to operations827 14,465 15,292Charges utilized(5,776) (12,568) (18,344)Balance at September 29, 2012$1,378 $3,313 $4,691Costs incurred with respect to facilities consist primarily of 1) costs to maintain vacant facilities that are owned until such facilities can be sold and2) the portion of our lease payments that have not been recovered due to the absence of sublease income for vacant leased properties.During 2012, in connection with restructuring plans initiated in 2011 or earlier, we recorded restructuring charges for severance and related benefitsfor 2 terminated employees. In 2011, we recorded restructuring charges for severance and related benefits for approximately 230 terminated employees andinitiated the closure or consolidation of 2 facilities. In 2010, we recorded restructuring charges for severance and related benefits for approximately 950terminated employees and initiated the closure or consolidation of 6 facilities.42Table of ContentsThe recognition of restructuring charges requires us to make judgments and estimates regarding the nature, timing and amount of costs associatedwith planned exit activities, including estimates of sublease income. Our estimates of future liabilities may change, requiring us to record additionalrestructuring charges or reduce the amount of liabilities already recorded.Amortization of Intangible Assets During 2012, 2011 and 2010, we recorded amortization of intangible assets of $3.1 million, $3.8 million and $3.6 million, respectively. Intangibleassets consist primarily of intellectual property and customer relationships obtained through acquisitions. The decrease in amortization expense of $0.7 millionfrom 2011 to 2012 was due to certain intangible assets from previous acquisitions becoming fully amortized.Asset Impairments During 2012, 2011 and 2010, we recorded asset impairment charges of $2.4 million, $0.5 million and 1.1 million, respectively, related to a declinein the fair value of certain properties below the carrying amount of such properties.Gain on Sales of Long-lived AssetsDuring 2012, 2011 and 2010, we recognized $1.3 million, $3.5 million and $13.8 million, respectively, of gains from sales of long-lived assets,consisting primarily of buildings.Interest Income and Expense Interest income was $1.4 million, $1.9 million and $2.2 million in 2012, 2011 and 2010, respectively. The decrease from 2011 to 2012 was due tolower interest rates and average cash and cash equivalents balances in 2012. The decrease from 2010 to 2011 was due primarily to lower average cash andcash equivalents balances in 2011. Interest expense was $71.7 million, $99.1 million and $108.1 million in 2012, 2011 and 2010, respectively. The decrease from 2011 to 2012 wasprimarily due to the redemption of $400 million of long-term debt in 2012. The decrease from 2010 to 2011 was due to repurchases of $580 million of fixedrate long-term debt in 2011, partially offset by the issuance of $500 million of variable-rate long-term debt in 2011. Other Income (Expense), net Other income (expense), net was $(0.3) million, $0.9 million and $41.5 million in 2012, 2011 and 2010, respectively. The following tablesummarizes the major components of other income (expense), net (in thousands): Year ended September 29,2012 October 1, 2011 October 2, 2010Foreign exchange gains (losses)$(4,144) $435 $(2,490)Gain from investments— — 3,680Litigation settlement— — 35,556Other, net3,853 457 4,792Total$(291) $892 $41,538We reduce our exposure to currency fluctuations through the use of foreign currency hedging instruments; however, hedges are established based onforecasts of foreign currency transactions. To the extent actual amounts differ from forecasted amounts, we will have exposure to currency fluctuations,resulting in foreign exchange gains or losses. Gain (Loss) on Extinguishments of Debt During 2012, we fully redeemed $400 million of long-term debt due in 2016 and recognized a loss on extinguishment of $16.9 million, consisting ofredemption premiums of $10.9 million and a write-off of unamortized debt costs of $6.0 million.43Table of ContentsDuring 2011, we repurchased or fully redeemed $580 million of our debt prior to maturity and recognized a loss on extinguishment of $16.1million, consisting of redemption premiums of $9.4 million, third party costs of $1.3 million and a write-off of unamortized debt costs of $5.4 million.During 2010, we repurchased or fully redeemed $195.7 million of debt prior to maturity and recognized a loss of $1.2 million, consisting primarilyof unamortized debt issuance costs. Provision for (benefit from) Income Taxes We recorded an income tax benefit of $130.3 million in 2012 and an income tax provision of $30.6 million and $16.8 million in 2011 and 2010,respectively. Our effective tax rates were (260.9)%, 30.8% and 12.1% for 2012, 2011 and 2010, respectively. A significant component of the tax benefit for2012 was a $158.7 million partial release of our deferred tax asset valuation allowance, as discussed further below.Despite a 29% decrease in pre-tax income in 2011, income tax expense increased $13.8 million from 2010 due primarily to the favorable resolution ofuncertain foreign tax positions in 2010 and the recognition of potential tax exposures in foreign jurisdictions in 2011.Prior to 2012, based on historical evidence (primarily cumulative losses), we recorded a valuation allowance against our deferred tax assets in theU.S. and certain foreign jurisdictions. A valuation allowance is required to be established or maintained when, based on currently available information andother factors, it is more likely than not that all or a portion of the deferred tax assets will not be realized. We assess our valuation allowance against deferred taxassets on a regular basis. We consider all available positive and negative evidence, including future reversals of temporary differences, projected future taxableincome, tax planning strategies and recent financial results. During the fourth quarter of 2012, we concluded that it was more likely than not that we would beable to realize the benefit of a portion of our deferred tax assets in the future. We based this conclusion on recent historical book and taxable income, recentglobal restructuring and projections of future operating income. As a result, we released $158.7 million of the valuation allowance attributable to certain U.S.deferred tax assets. We will continue to evaluate all evidence in future periods to determine if a further release of the valuation allowance is warranted. Liquidity and Capital Resources Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands) Net cash provided by (used in): Operating activities$215,413 $234,908 $(78,334)Investing activities(78,027) (98,105) (64,295)Financing activities(366,813) (88,954) (162,613)Effect of exchange rate changes(1,243) (373) (1,097)Increase (decrease) in cash and cash equivalents$(230,670) $47,476 $(306,339)Key working capital management measures As of September 29, 2012 October 1, 2011Days sales outstanding (1)58 55Inventory turns (2)7.1 7.0Accounts payable days (3)57 57Cash cycle days (4)52 50(1)Days sales outstanding (a measure of how quickly we collect our accounts receivable), or "DSO", is calculated as the ratioof average accounts receivable, net, to average daily net sales for the quarter.(2)Inventory turns (annualized) are calculated as the ratio of four times our cost of sales for the quarter to averageinventory.44Table of Contents(3)Accounts payable days (a measure of how quickly we pay our suppliers), or "DPO", is calculated as the ratio of 365 days to accounts payable turns, inwhich accounts payable turns is calculated as the ratio of four times our cost of sales for the quarter to average accounts payable.(4)Cash cycle days is calculated as the ratio of 365 days to inventory turns, plus days sales outstanding minus accountspayable days.Cash and cash equivalents were $409.6 million at September 29, 2012 and $640.3 million at October 1, 2011. Our cash levels vary during anygiven period depending on the timing of collections from customers and payments to suppliers, the extent and timing of borrowing activities and other factors.Working capital was $1.1 billion at September 29, 2012 and $1.4 billion at October 1, 2011.Net cash provided by (used in) operating activities was $215.4 million, $234.9 million and $(78.3) million for 2012, 2011 and 2010, respectively.Cash flows from operating activities consists of: 1) net income (loss) adjusted to exclude non-cash items such as depreciation and amortization, stock-basedcompensation expense, etc., and 2) changes in net operating assets, which are comprised of accounts receivable, inventories, prepaid expenses and otherassets, accounts payable, accrued liabilities and other long-term liabilities.During 2012, we generated $163.3 million of cash from net income, excluding non-cash items, and $52.1 million of cash from the reduction of ournet operating assets, resulting primarily from a decrease in inventories and accounts receivable of $63.4 million and $12.9 million, respectively, partiallyoffset by a decrease in accounts payable of $48.4 million. These decreases were caused primarily by decreased business volume in 2012. AP days (a measureof how quickly we pay our suppliers) were 57 days for both periods and inventory turns were 7.1 and 7.0 for 2012 and 2011, respectively. Our DSO (ameasure of how quickly we collect our accounts receivable) increased from 55 days at October 1, 2011 to 58 days at September 29, 2012. The increaseresulted primarily from a change in the composition of accounts receivable from customers with shorter payment terms to customers with longer paymentterms, partially offset by a favorable shift in the linearity of shipments.In 2011, we generated $201.9 million of cash from net income, excluding non-cash items, and $33.0 million of cash from the reduction of our netoperating assets, resulting primarily from an increase in accounts payable of $71.2 million, partially offset by an increase in inventories of $46.8 million.Accounts payable increased primarily as a result of increased materials purchases and a change in the composition of accounts payable from suppliers withwhich we have shorter payment terms to suppliers with which we have longer payment terms. As a result of these factors, our DPO increased from 55 days atOctober 2, 2010 to 57 days at October 1, 2011. Inventories increased as a result of purchases to support customer forecast requirements that were re-scheduledafter the materials had been received. This resulted in inventory turns decreasing from 7.3 turns at October 2, 2010 to 7.0 turns at October 1, 2011. Our DSOincreased from 52 days at October 2, 2010 to 55 days at October 1, 2011. The increase resulted primarily from a change in the composition of accountsreceivable from customers with shorter payment terms to customers with longer payment terms, partially offset by better collection performance.Net cash used in investing activities was $78.0 million, $98.1 million and $64.3 million for 2012, 2011 and 2010, respectively. In 2012, we used$78.6 million of cash for capital expenditures, received proceeds of $4.8 million from asset sales, primarily a property that was held-for-sale, and madepayments of $5.0 million in connection with business combinations. In 2011, we used $107.6 million of cash for capital expenditures, received proceeds of$24.1 million from asset sales, primarily five properties that were held-for-sale, and made payments of $14.7 million in connection with previous businesscombinations. Net cash used in financing activities was $366.8 million, $89.0 million and $162.6 million for 2012, 2011 and 2010, respectively. In 2012, wefully redeemed $400 million of our 2016 Notes for $410.8 million and received net proceeds of $39.5 million in connection with the issuance of $40 million ofsecured debt. In 2011, we received net proceeds of $489.0 million in connection with the issuance of $500 million of long-term debt. Additionally, we paid$590.6 million in connection with the redemption of $580 million of long-term debt. As of September 29, 2012, we had $857.4 million of total debt outstanding under various debt instruments, a net reduction of $360.2 million fromOctober 1, 2011.Senior Notes Due 2019. During 2011, we issued $500.0 million aggregate principal amount of senior notes due 2019 (the "2019 Notes"). The 2019Notes mature on May 15, 2019 and bear interest at an annual rate of 7%, payable semi-annually in arrears in cash.45Table of ContentsThe 2019 Notes are senior unsecured obligations and are fully and unconditionally guaranteed on a senior, unsecured basis by substantially all ofour domestic subsidiaries. We may redeem all or any portion of the 2019 Notes at any time prior to May 15, 2014, at par plus accrued and unpaid interestand a make-whole premium. We may redeem all or any portion of the 2019 Notes beginning on or after May 15, 2014, at redemption prices ranging from100% to105.25% of principal amount of the 2019 Notes, plus accrued and unpaid interest. Following a change of control, as defined, each holder of the 2019Notes shall have the right to require us to repurchase all or any portion of such holder's 2019 Notes at a purchase price equal to 101% of the principal amount,plus accrued and unpaid interest.We entered into an interest rate swap to hedge our exposure to changes in the fair value of the 2019 Notes resulting from changes in interest rates. Theswap agreement, with a notional amount of $500 million and an expiration date of May 15, 2019, was entered into contemporaneously with the 2019 Notesand effectively converts these notes from fixed-rate debt to variable-rate debt. Pursuant to the interest rate swap, we pay the swap counterparty a variable rateequal to the three-month LIBOR plus a spread and receive a fixed rate of 7.0% from the swap counterparty. In accordance with Accounting StandardsCodification (ASC) Topic 815, Derivatives and Hedging, the interest rate swap is accounted for as a fair value hedge but is exempt from periodic assessmentof hedge effectiveness.Senior Floating Rate Notes. In 2007, we issued $300 million of Senior Floating Rate Notes due June 15, 2014 (the “2014 Notes”). The notes bearinterest at a rate per annum, reset in full quarterly, equal to the three-month LIBOR plus 2.75%. We have repurchased $42.6 million of the 2014 Notes sincetheir issuance in 2007.The 2014 Notes are senior unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured debt. Wemay redeem the 2014 Notes in whole or in part at par plus accrued and unpaid interest. The interest rate on the 2014 Notes has been converted to a fixed rate of 8.344% through the use of interest rate swaps which are being accounted foras cash flow hedgers. The swaps have a notional amount of $257 million and expire in June 2014.8.125% Senior Subordinated Notes. During 2006, we issued $600 million of 8.125% Senior Subordinated Notes due 2016 (the “2016 Notes”).During the third quarter of 2011, we redeemed $200 million of the notes and fully redeemed all remaining outstanding 2016 Notes during 2012 in two separatetransactions using primarily cash on hand.Secured Debt. During the fourth quarter of 2012, we borrowed $40.0 million using our corporate campus as collateral. The loan matures in 2015,bears interest at LIBOR plus a spread or the bank's prime rate plus a spread, and includes two one-year renewal options subject to lender's approval.Asset-backed Lending Facility. In 2009, we entered into a Loan, Guaranty and Security Agreement, among us, the financial institutions partythereto from time to time as lenders, and Bank of America, N.A., as agent for such lenders. During the second quarter of 2012, we entered into an Amendedand Restated Loan, Guaranty and Security Agreement (the “Loan Agreement”), among us, the financial institutions party thereto from time to time as lenders,and Bank of America, N.A., as agent for such lenders. The Loan Agreement amended and restated our existing Loan, Guaranty and Security Agreement. Weincurred $2.7 million of debt issuance costs in connection with this amendment. Such costs are included in other non-current assets on the consolidatedbalance sheet and are being amortized to interest expense over the life of the facility on a straight-line basis.The Loan Agreement provides for a $300 million secured asset-backed revolving credit facility with a $100 million letter of credit sublimit. Thefacility may be increased by an additional $200.0 million upon obtaining additional commitments from the lenders then party to the Loan Agreement or newlenders. The Loan Agreement expires on earlier of (i) the date that is 90 days prior to the maturity date of our 2014 Notes if such notes are not repaid,redeemed, defeased, refinanced or reserved for under the borrowing base under the Loan Agreement prior to such date, or (ii) March 16, 2017 (the “MaturityDate”).Loans may be advanced under the Loan Agreement based on a borrowing base derived from specified percentages of the value of eligible accountsreceivable and inventory. The borrowing base is subject to certain customary reserves and eligibility criteria. If, at any time, the aggregate principal amount ofthe loans outstanding plus the face amount of undrawn letters of credit under the Loan Agreement exceed the borrowing base then in effect, we must make apayment or post cash collateral (in the case of letters of credit) in an amount sufficient to eliminate such excess. As of September 29, 2012, there were noborrowings under this facility, $23.1 million in letters of credit were outstanding and we were eligible to borrow $232.0 million. Loans under the Loan Agreement bear interest, at our option, at a rate equal to LIBOR or a base rate equal to Bank of46Table of ContentsAmerica, N.A.'s announced prime rate, in each case plus a spread. A commitment fee accrues on any unused portion of the commitments under the LoanAgreement at a rate per annum based on usage. Interest on loans is payable quarterly in arrears with respect to base rate loans and at the end of an interestperiod in the case of LIBOR loans. Principal, together with accrued and unpaid interest, is due on the Maturity Date. Our obligations under the LoanAgreement are secured by certain accounts receivable and other assets.Short-term DebtAs of September 29, 2012, certain of our foreign subsidiaries had a total of $128.0 million of short-term borrowing facilities, under which $60.0million was outstanding. Borrowings under these facilities bear interest at a rate equal to LIBOR plus a spread. These facilities expire at various dates throughthe end of 2013.Other than our $40 million loan which used certain of our real property as collateral, our debt agreements do not contain financial covenantscurrently applicable to us, but do include a number of restrictive covenants, including restrictions on incurring additional debt, making investments and otherrestricted payments, selling assets, paying dividends and redeeming or repurchasing capital stock and debt, subject to certain exceptions. Our $40 millionloan requires us to maintain a minimum fixed charge coverage ratio during its term. These covenants could constrain our ability to grow our business throughacquisition or engage in other transactions which the covenants would otherwise restrict, including refinancing our existing debt. In addition, such agreementsinclude covenants requiring, among other things, that we file quarterly and annual financial statements with the SEC, comply with all laws, pay all taxes andmaintain casualty insurance. If we are not able to comply with all of these covenants, for any reason, some or all of our outstanding debt as well as allamounts payable under our interest rate swaps on such debt, if any, could become immediately due and payable and the incurrence of additional debt underour asset-backed credit facility would not be allowed, any of which could have a material adverse effect on our liquidity and ability to conduct our business.Other Liquidity MattersIn the ordinary course of business, we are or may become party to legal proceedings, claims and other contingencies, including environmental andemployee matters and examinations by government agencies. As of September 29, 2012, we had accrued liabilities of $18.5 million related to such matters.We cannot accurately predict the outcome of these matters or the amount or timing of cash flows that may be required to defend ourselves or to settle suchmatters or that these accruals will be sufficient to fully satisfy our contingent liabilities.As of September 29, 2012, we had a long-term liability of $79.4 million for uncertain tax positions. Our estimate of our liabilities for uncertain taxpositions is based on a number of subjective assessments, including the likelihood of a tax obligation being assessed, the amount of taxes (including interestand penalties) that would ultimately be payable, and our ability to settle any such obligations on favorable terms. Therefore, the amount of future cash flowsassociated with uncertain tax positions may be significantly higher or lower than our recorded liability. Additionally, we are unable to reliably estimate whencash settlement may occur. We have entered into, and continue to enter into, various transactions that periodically require collateral. These obligations have historically arisenfrom customs, import/export, VAT, utility services, debt financing, foreign exchange contracts and interest rate swaps. We have collateralized, and may fromtime to time collateralize, such obligations as a result of counterparty requirements or for economic reasons. As of September 29, 2012, we had collateral of$12.0 million in the form of cash against certain of our collateralized obligations. Cash used for collateral reduces our cash available for other purposes.The interest rate swap on our 2019 Notes can be terminated at the option of the swap counterparty beginning in 2014. In such a case, we would nolonger pay a variable rate of interest on such notes but would instead pay a fixed rate of 7%, which could be higher than the variable rate at the time oftermination. As of September 29, 2012, we were actively marketing a number of properties for sale. These properties are listed for sale at over $100 million.However, there can be no assurance as to when we will be able to sell these properties, the amount we will realize upon sale of the properties, or if we will beable to sell them at all.Our next long-term debt maturity is in 2014. We may, however, consider early redemptions of our debt, possibly using cash or proceeds fromadditional debt or equity financings. In addition to our existing covenant requirements, future debt financing may require us to comply with financial ratiosand covenants. Any equity financing may result in dilution to existing stockholders.47Table of ContentsOur liquidity needs are largely dependent on changes in our working capital, including the extension of trade credit by our suppliers, investments inmanufacturing inventory, facilities and equipment, repayments of obligations under outstanding indebtedness and repurchases of our outstanding debt. Ourprimary sources of liquidity as of September 29, 2012 included 1) cash of $409.6 million; 2) our $300 million asset-backed credit facility, of which we wereeligible to borrow $232 million; 3) short-term borrowing facilities of $128 million, of which $68 million was available; and 4) cash generated fromoperations. In addition, we are actively marketing a portfolio of surplus real estate with an aggregate list price of over $100 million. Proceeds from the sales ofproperties in this portfolio will provide additional liquidity. However, there can be no assurance as to the amount that may actually be raised. We believe our existing cash resources and other sources of liquidity, together with cash generated from operations, will be sufficient to meet ourworking capital requirements through at least the next 12 months. Should demand for our services decrease significantly over the next 12 months or should weexperience increases in delinquent or uncollectible accounts receivable, our cash provided by operations would be adversely impacted.As of September 29, 2012, approximately 45% of our cash balance was held outside of the U.S. by our foreign subsidiaries. Certain foreigncountries impose taxes and penalties on such transfers of cash. Should we choose or need to remit cash to the U.S., we could incur tax obligations whichwould reduce the amount of cash ultimately available to the U.S. We believe that cash held in the U.S., together with cash available under U.S. credit facilitiesand cash from foreign subsidiaries that could be remitted to the U.S. without tax consequences, will be sufficient to meet our U.S. liquidity needs for at leastthe next twelve months.Contractual Obligations The following is a summary of our long-term debt, including interest, and operating lease obligations as of September 29, 2012: Payments Due by Period Contractual ObligationsTotal Less than 1year 1- 3 years 3-5 years More than 5years (In thousands)Long-term debt, including interest$981,831 $44,412 $358,221 $43,696 $535,502Operating leases103,392 26,165 28,461 18,545 30,221Total contractual obligations$1,085,223 $70,577 $386,682 $62,241 $565,723Interest included above is based on our actual rate after considering both the underlying contractual rate and related interest rate swaps.We also have outstanding firm purchase orders with certain suppliers for the purchase of inventory. These purchase orders are generally short-termin nature. Orders for standard, or catalog, items can typically be canceled with little or no financial penalty. Our policy regarding non-standard or customizeditems dictates that such items are only ordered specifically for customers who have contractually assumed liability for the inventory. In addition, a substantialportion of catalog items covered by our purchase orders are procured for specific customers based on their purchase orders or a forecast under which thecustomer has contractually assumed liability for such material. Accordingly, the amount of liability from purchase obligations under these purchase orders isnot expected to be significant or meaningful. As of September 29, 2012, we had an insignificant amount of capital lease obligations.As of September 29, 2012, we were unable to reliably estimate when cash settlements with taxing authorities may occur with respect to ourunrecognized tax benefits of $79.4 million. Additionally, we have provided guarantees to various third parties in the form of letters of credit totaling $23.1million as of September 29, 2012. The letters of credit cover various guarantees including workers' compensation claims and customs duties. Lastly, we havedefined benefit pension plans with an underfunded amount of $19.5 million at September 29, 2012. We will be required to provide additional funding tothese plans in the future if our returns on plan assets are not sufficient to meet our funding obligations. None of the amounts described in this paragraph areincluded in the table above. Off-Balance Sheet Arrangements48Table of ContentsAs of September 29, 2012, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated bythe SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues, orexpenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.49Table of ContentsQuarterly Results (Unaudited) The following tables contain selected unaudited quarterly financial data for 2012 and 2011. In management's opinion, the unaudited data has beenprepared on the same basis as the audited information and includes all adjustments (consisting only of normal recurring adjustments) necessary for a fairpresentation of the data for the periods presented. Our results of operations have varied and may continue to fluctuate significantly from quarter to quarter. Theresults of operations in any period should not be considered indicative of the results to be expected from any future period. Year ended September 29, 2012 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) Net sales$1,502,366 $1,463,082 $1,549,302 $1,578,584 Gross profit$109,025 $106,348 $105,252 $115,157 Gross margin7.3% 7.3% 6.8% 7.3% Operating income$39,688 $30,208 $35,394 $32,200 Operating margin2.6% 2.1% 2.3% 2.0% Net income (loss)$8,575 $(1,439) $8,948 $164,150(1)Basic net income (loss) per share$0.11 $(0.02) 0.11 $2.01 Diluted net income (loss) per share$0.10 $(0.02) 0.11 $1.96 Year ended October 1, 2011 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data)Net sales$1,662,451 $1,569,058 $1,674,200 $1,696,702Gross profit$128,047 $116,831 $131,601 $133,872Gross margin7.7% 7.4% 7.9% 7.9%Operating income$60,955 $44,634 $52,907 $53,501Operating margin3.7% 2.8% 3.2% 3.2%Net income$28,359 $13,065 $9,405 $18,088Basic net income per share$0.36 $0.16 $0.12 $0.22Diluted net income per share$0.34 $0.16 $0.11 $0.22(1) During the fourth quarter of 2012, we concluded that it was more likely than not that we would be able to realize the benefit of a portion of our deferred taxassets in the future. As a result, we released $158.7 million of the valuation allowance attributable to certain U.S. deferred tax assets.50Table of ContentsItem 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk Our primary exposure to market risk for changes in interest rates relates to certain of our outstanding debt obligations. As of September 29, 2012, wehad $797.4 million of long-term debt, of which $40 million bears interest at a floating rate, $257.4 million of variable rate debt has been converted to fixedrate through the use of interest rate swaps and $500 million of fixed rate debt has been converted to variable rate debt through the use of an interest rate swap.Accordingly, our exposure to interest rates is limited to variable rate long-term debt of $540 million and $60 million of variable-rate short-term borrowingsoutstanding as of September 29, 2012.We are also exposed to market risk for changes in interest rates on our investment portfolio, which consists of highly liquid investments withmaturities of three months or less from our original date of purchase. Currently, we do not use derivative financial instruments in our investment portfolio. Weinvest in high quality credit issuers and, by policy, limit the amount of principal exposure with any one issuer. As stated in our policy, we seek to ensure thesafety and preservation of our invested principal funds by limiting default and market risk.We seek to mitigate default risk by investing in high quality credit securities and by positioning our investment portfolio to respond to a significantreduction in credit rating of any investment issuer, guarantor or depository. We seek to mitigate market risk by limiting the principal and investment term offunds held with any one issuer and by investing funds in marketable securities with active secondary or resale markets.The effect of an immediate 10% change in interest rates would not have a significant impact on our results of operations.Foreign Currency Exchange Risk We transact business in foreign countries. Our foreign exchange policy requires that we take certain steps to limit our foreign exchange exposuresresulting from certain assets and liabilities and forecasted cash flows. However, our policy does not require us to hedge all foreign exchange exposures.Furthermore, our foreign currency hedges are based on forecasted transactions and estimated balances, the amount of which may differ from that actuallyincurred. As a result, we can experience foreign exchange rate gains and losses in our results of operations. Our primary foreign currency cash flows are in certain Asian and European countries, Israel and Mexico. We enter into short-term foreign currencyforward contracts to hedge currency exposures associated with certain monetary assets and liabilities denominated in foreign currencies. These contractstypically have maturities of up to two months and are not designated as part of a hedging relationship in accordance with ASC Topic 815. All outstandingforeign currency forward contracts are marked-to-market at the end of the period with unrealized gains and losses included in other income (expense), net, inthe consolidated statements of income. As of September 29, 2012, we had outstanding foreign currency forward contracts to exchange various foreigncurrencies for U.S. dollars in the aggregate notional amount of $292.5 million.We also utilize foreign currency forward contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currencyexchange rates. Such exposures result from 1) forecasted sales denominated in currencies other than those used to pay for materials and labor and 2)anticipated capital expenditures denominated in a currency other than the functional currency of the entity making the expenditures. In addition, we also hedgecapital expenditures related to certain plant expansions in Asia. These contracts are up to twelve months in duration and are accounted for as cash flow hedgesunder ASC Topic 815. The effective portion of changes in the fair value of the contracts is recorded in stockholders' equity as a separate component ofaccumulated other comprehensive income and recognized in earnings when the hedged item affects earnings. We had forward contracts related to cash flowhedges in various foreign currencies in the aggregate notional amount of $123.1 million as of September 29, 2012.The net impact of an immediate 10% change in exchange rates would not be material to our consolidated financial statements, provided we accuratelyforecast and estimate our foreign currency exposure. If such forecasts are materially inaccurate, we could incur significant gains or losses.Item 8. Financial Statements and Supplementary Data The information required by this item is included below and incorporated by reference from the financial statement schedule included in “Part IV-Item 15(a)(2)” and the selected quarterly financial data referred to in “Part II-Item 7-51Table of ContentsManagement's Discussion and Analysis of Financial Condition and Results of Operations-Quarterly Results (Unaudited).”52Table of ContentsReport of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Sanmina Corporation: We have audited the accompanying consolidated balance sheets of Sanmina Corporation and subsidiaries (the Company) as of September 29, 2012 and October 1,2011, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period endedSeptember 29, 2012. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule of valuation and qualifyingaccounts as set forth under Item 15. We also have audited the Company's internal control over financial reporting as of September 29, 2012, based on criteria established inInternal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management isresponsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment ofthe effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting appearingunder Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company's internalcontrol over financial reporting based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financialreporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statementpresentation. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing suchother procedures, as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effecton the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectivenessto 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 proceduresmay deteriorate.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sanmina Corporation andsubsidiaries as of September 29, 2012 and October 1, 2011, and the results of their operations and their cash flows for each of the years in the three-year period endedSeptember 29, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relationto the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Sanmina Corporationmaintained, in all material respects, effective internal control over financial reporting as of September 29, 2012, based on criteria established in Internal Control - IntegratedFramework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. /s/ KPMG LLP Santa Clara, CaliforniaNovember 20, 201253Table of ContentsSANMINA CORPORATION CONSOLIDATED BALANCE SHEETS As of September 29, 2012 October 1, 2011 (In thousands, except par value)ASSETS Current assets: Cash and cash equivalents$409,618 $640,288Accounts receivable, net of allowances of $12,032 and $14,537, respectively1,001,543 1,014,121Inventories826,539 891,325Prepaid expenses and other current assets88,599 83,512Total current assets2,326,299 2,629,246Property, plant and equipment, net569,365 588,097Other272,122 136,630Total assets$3,167,786 $3,353,973LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable$937,737 $984,014Accrued liabilities104,741 109,478Accrued payroll and related benefits117,074 112,193Short-term debt59,995 60,200Total current liabilities1,219,547 1,265,885Long-term liabilities: Long-term debt837,364 1,182,308Other147,094 135,263Total long-term liabilities984,458 1,317,571Commitments and contingencies (Note 8) Stockholders' equity: Preferred stock, $.01 par value, authorized 5,000 shares, none issued and outstanding— —Common stock, $.01 par value, authorized 166,667 shares, 94,971 and 94,035 shares issued, respectively,and 81,635 and 80,734 shares outstanding, respectively817 807Treasury stock, 13,336 and 13,301 shares, respectively, at cost(214,133) (213,828)Additional paid-in capital6,074,524 6,053,940Accumulated other comprehensive income63,479 70,738Accumulated deficit(4,960,906) (5,141,140)Total stockholders' equity963,781 770,517Total liabilities and stockholders' equity$3,167,786 $3,353,973 See accompanying notes to the consolidated financial statements.54Table of ContentsSANMINA CORPORATION CONSOLIDATED STATEMENTS OF INCOME Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands, except per share amounts) Net sales$6,093,334 $6,602,411 $6,318,691Cost of sales5,657,552 6,092,060 5,835,701Gross profit435,782 510,351 482,990Operating expenses: Selling, general and administrative240,863 247,127 252,534Research and development21,899 20,802 13,004Restructuring and integration costs31,371 29,609 21,822Amortization of intangible assets3,067 3,831 3,555Asset impairments2,390 450 1,100Gain on sales of long-lived assets(1,298) (3,465) (13,824)Total operating expenses298,292 298,354 278,191 Operating income137,490 211,997 204,799 Interest income1,425 1,861 2,246Interest expense(71,744) (99,114) (108,144)Other income (expense), net(291) 892 41,538Loss on extinguishments of debt(16,937) (16,098) (1,197)Interest and other income (expense), net(87,547) (112,459) (65,557)Income before income taxes49,943 99,538 139,242Provision for (benefit from) income taxes(130,291) 30,621 16,807Net income$180,234 $68,917 $122,435 Net income per share: Basic$2.22 $0.86 $1.55Diluted$2.16 $0.83 $1.48 Weighted-average shares used in computing per share amounts: Basic81,284 80,345 79,195Diluted83,495 83,158 82,477 See accompanying notes to the consolidated financial statements.55Table of ContentsSANMINA CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands) Net income$180,234 $68,917 $122,435Other comprehensive income: Net unrealized gain (loss) on derivative financial instruments, net of tax6,474 6,978 (5,373)Foreign currency translation adjustments(2,543) 5,419 10,996Changes in unrecognized net actuarial loss and unrecognized transition costs, net of tax(11,190) 4,124 (3,756)Comprehensive income$172,975 $85,438 $124,302 See accompanying notes to the consolidated financial statements. 56Table of ContentsSANMINA CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock and Additional Paid-inCapital Treasury Stock Number ofShares Amount Number ofShares Amount AccumulatedOtherComprehensiveIncome AccumulatedDeficit Total (In thousands)BALANCE AT OCTOBER 3, 200991,914 $6,012,932 (13,348) $(213,720) $52,350 $(5,332,492) $519,070Issuances under stock plans1,160 3,821 — — — — 3,821Cumulative translation adjustment— — — — 10,996 — 10,996Unrealized loss on derivative financialinstruments, net of tax— — — — (5,373) — (5,373)Changes in unrecognized net actuarial loss andunrecognized transition costs, net of tax— — — — (3,756) — (3,756)Stock-based compensation— 15,167 — — — — 15,167Issuances (repurchases) of treasury stock— 51 (4) (810) — — (759)Net income— — — — — 122,435 122,435BALANCE AT OCTOBER 2, 201093,074 $6,031,971 (13,352) $(214,530) $54,217 $(5,210,057) $661,601Issuances under stock plans961 4,603 — — — — 4,603Cumulative translation adjustment— — — — 5,419 — 5,419Unrealized gain on derivative financialinstruments, net of tax— — — — 6,978 — 6,978Changes in unrecognized net actuarial loss andunrecognized transition costs, net of tax— — — — 4,124 — 4,124Stock-based compensation— 18,896 — — — — 18,896Issuances (repurchases) of treasury stock— (723) 51 702 — — (21)Net income— — — — — 68,917 68,917BALANCE AT OCTOBER 1, 201194,035 $6,054,747 (13,301) $(213,828) $70,738 $(5,141,140) $770,517Issuances under stock plans936 2,595 — — — — 2,595Cumulative translation adjustment— — — — (2,543) — (2,543)Unrealized gain on derivative financialinstruments, net of tax— — — — 6,474 — 6,474Changes in unrecognized net actuarial loss andunrecognized transition costs, net of tax— — — — (11,190) — (11,190)Stock-based compensation— 17,999 — — — — 17,999Issuances (repurchases) of treasury stock— — (35) (305) — — (305)Net income— — — — — 180,234 180,234BALANCE AT SEPTEMBER 29, 201294,971 $6,075,341 (13,336) $(214,133) $63,479 $(4,960,906) $963,781 See accompanying notes to the consolidated financial statements.57Table of ContentsSANMINA CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: Net income$180,234 $68,917 $122,435Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization99,477 104,571 89,573Stock-based compensation expense17,999 18,896 15,167Provision (benefit) for doubtful accounts, product returns and other net sales adjustments(826) (1,187) 3,571Deferred income taxes(155,791) (2,163) 3,492Gain on sales of assets(1,780) (3,330) (18,036)Impairment of assets7,134 450 1,100Loss on extinguishments of debt16,937 16,098 1,197Other, net(81) (357) 2,330Changes in operating assets and liabilities, net of acquisitions: Accounts receivable12,896 6,061 (332,179)Inventories63,365 (46,803) (60,129)Prepaid expenses and other current assets9,432 (10,075) 1,629Accounts payable(48,412) 71,248 93,801Accrued liabilities and other long-term liabilities14,829 12,582 (2,285)Cash provided by (used in) operating activities215,413 234,908(78,334)CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Net proceeds from sales of long-term investments799 59 1,182Purchases of property, plant and equipment(78,631) (107,574) (81,416)Proceeds from sales of property, plant and equipment4,828 24,066 30,847Cash paid in connection with business combinations(5,023) (14,656) (14,908)Cash used in investing activities(78,027) (98,105) (64,295)CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Change in restricted cash5,100 12,857 (10,808)Proceeds from short-term borrowings73,995 62,000 65,000Repayments of short-term borrowings(74,200) (66,800) —Proceeds from revolving credit facility borrowings484,000 — —Repayments of revolving credit facility borrowings(484,000) — —Repayments of long-term debt(410,843) (590,623) (219,867)Proceeds from issuance of long-term debt, net of issuance costs39,532 489,030 —Revolving credit facility issuance costs(2,687) — —Net proceeds from stock issuances2,595 4,603 3,821Repurchases of common stock(305) (21) (759)Cash used in financing activities(366,813) (88,954) (162,613)Effect of exchange rate changes(1,243) (373) (1,097)Increase (decrease) in cash and cash equivalents(230,670) 47,476 (306,339)Cash and cash equivalents at beginning of year640,288 592,812 899,151Cash and cash equivalents at end of year$409,618 $640,288 $592,812 Cash paid during the year: Interest, net of capitalized interest$67,994 $91,094$97,787Income taxes, net of refunds$12,723 $12,326 $29,738 See accompanying notes to the consolidated financial statements.58Table of ContentsSANMINA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization of Sanmina Sanmina Corporation (“Sanmina,” or the “Company”) was incorporated in Delaware in 1989. The Company is a leading global provider ofintegrated manufacturing solutions, components, products and repair, logistics and after-market services. The Company provides these comprehensivesolutions primarily to original equipment manufacturers (OEMs) in the communications networks; computing and storage; multimedia; industrial andsemiconductor capital equipment; defense and aerospace; medical; clean technology and automotive industries. The Company's operations are managed as twobusinesses:1)Integrated Manufacturing Solutions (IMS), which is a single operating segment consisting of printed circuit board assembly and test, optical and RF(Radio Frequency) modules, final system assembly and test, and direct order fulfillment.2)Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabrication andbackplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products, which includesmemory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospace industry and storage productsfrom Newisys; and Services, which includes design, engineering, logistics and repair services.In accordance with the accounting rules for segment reporting, the Company's only reportable segment is IMS, which represented 81% of its totalrevenue in 2012. The CPS business consists of multiple operating segments which do not meet the quantitative thresholds for being presented as reportablesegments. Therefore, financial information for these operating segments will be presented in a single category entitled “Components, Products and Services”. Basis of PresentationFiscal Year. The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2012, 2011 and 2010 were each52 weeks. All references to years relate to fiscal years unless otherwise noted.Principles of Consolidation. The consolidated financial statements include the Company's accounts and those of its wholly-owned subsidiaries. Allintercompany accounts and transactions have been eliminated.Note 2. Summary of Significant Accounting Policies Management Estimates and Uncertainties. The preparation of consolidated financial statements in conformity with generally accepted accountingprinciples in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during thereporting period. Significant estimates made in preparing the consolidated financial statements relate to allowances for accounts receivable; provisions forexcess and obsolete inventories, product returns, warranties, restructuring costs, environmental matters, and legal exposures; determining liabilities foruncertain tax positions; determining the realizability of deferred tax assets; determining fair values of tangible and intangible assets for purposes of impairmenttests; determining fair values of interest rate swaps and equity awards; and determining forfeiture rates, volatility and expected life assumptions for purposesof calculating stock compensation expense. Actual results could differ materially from these estimates. Financial Instruments and Concentration of Credit Risk. Financial instruments consist of cash and cash equivalents, foreign currency forwardcontracts, interest rate swap agreements, accounts receivable, accounts payable and debt obligations. With the exception of certain of the Company's debtobligations (refer to Note 4. Fair Value and Note 5. Derivative Financial Instruments), the fair value of these financial instruments approximates their carryingamount as of September 29, 2012 and October 1, 2011 due to the nature, or short maturity, of these instruments, or the fact that the instruments are recordedat fair value in the consolidated balance sheets. Cash and Cash Equivalents. The Company considers all highly-liquid investments with a maturity of three months or less at the time of purchaseto be cash equivalents. The Company invests certain daily surplus funds overnight in institutional money market funds. The money market59Table of Contentsfunds invest in highly-rated and highly-liquid fixed income securities with the primary objectives of capital preservation, liquidity and a level of currentincome consistent with their investment policies. Money market funds typically invest in government securities, certificates of deposit, corporate commercialpaper, or other highly-liquid and low-risk securities. Money market funds attempt to keep their net asset value at a constant $1.00 per share. Cash and cash equivalents consisted of the following: As of September 29, 2012 October 1, 2011 (In thousands)Cash balances$409,183 $639,853Money market funds435 435Total$409,618 $640,288 Accounts Receivable and Other Related Allowances. The Company estimates uncollectible balances, product returns and other adjustments andhad allowances of $12.0 million and $14.5 million as of September 29, 2012 and October 1, 2011, respectively, for these items. One of the Company's mostsignificant risks is the ultimate realization of its accounts receivable. This risk is mitigated by ongoing credit evaluations of customers and frequent contactwith customers, especially the most significant customers, which enable the Company to monitor changes in its customers' business operations and respondaccordingly. To establish the allowance for doubtful accounts, the Company estimates credit risk associated with accounts receivable by considering thecreditworthiness of its customers, past experience, changes in customer demand, and the overall economic climate in industries that it serves. To establish theallowance for product returns and other adjustments, the Company primarily utilizes historical data. Inventories. Inventories are stated at the lower of cost (first-in, first-out method) or market. Cost includes labor, materials and manufacturingoverhead. Provisions are made to reduce excess and obsolete inventories to their estimated net realizable values. The ultimate realization of inventory carryingamounts is primarily affected by changes in customer demand. Inventory provisions are established based on forecasted demand, past experience with specificcustomers, the age and nature of the inventory, the ability to redistribute inventory to other programs or back to suppliers, and whether customers arecontractually obligated and have the ability to pay for the related inventory. Certain payments received from customers for inventory held by the Company arerecorded as a reduction of inventory.Property, Plant and Equipment, net. Property, plant and equipment are stated at cost or, in the case of property and equipment acquired throughbusiness combinations, at fair value as of the acquisition date. Depreciation is provided on a straight-line basis over 20 to 40 years for buildings and 3 to15 years for machinery, equipment, furniture and fixtures. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term oruseful life of the asset. The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amountof an asset or asset group may not be recoverable. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future netcash flows the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measuredby the amount by which the carrying amount of the asset or asset group exceeds its fair value. An asset group is the unit of accounting for a long-lived asset orassets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups ofassets. For vertically integrated plants, the Company has determined that each individual plant, together with the other plants with which it is verticallyintegrated, is an asset group. For all other plants, each individual plant is an asset group. For asset groups for which the primary asset is a building, theCompany estimates fair value based on data provided by commercial real estate brokers. For other asset groups, the Company estimates fair value based onprojected discounted future net cash flows.Goodwill. Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a purchase businesscombination are recorded as goodwill. ASC Topic 350, Intangibles - Goodwill and Other, requires that companies not amortize goodwill, but instead test forimpairment at least annually. The guidance allows an entity to first assess qualitative factors to determine whether it is more likely than not that the fair valueof a reporting unit is less than its carrying amount. The results of this qualitative assessment will determine whether a two-step goodwill impairment test must60Table of Contentsbe performed. The Company performs qualitative assessment for goodwill impairment on an annual basis, at a minimum, and whenever events and changesin circumstances suggest that the carrying amount may not be recoverable. Goodwill was $21.8 million as of September 29, 2012 and was included in othernon-current assets on the consolidated balance sheets and is primarily related to the Company's IMS segment. Identifiable Intangible Assets. The Company has certain identifiable intangible assets that are subject to amortization. These assets consistprimarily of intellectual property and customer relationships obtained through acquisitions. These assets are carried at cost less accumulated amortization, andare amortized to expense on a straight-line basis over estimated useful lives ranging from 5 to 22 years. The Company reviews identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amountof an asset or asset group may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flows theasset is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which thecarrying amount of the asset exceeds its fair value. The Company estimates fair value based primarily on projected discounted future net cash flows.Foreign Currency Translation. For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated toU.S. dollars at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of thesetranslation adjustments are reported in stockholders' equity as a component of accumulated other comprehensive income. For all entities, remeasurementadjustments for non-functional currency monetary assets and liabilities are included in other income (expense), net in the accompanying consolidatedstatements of income. Additionally, remeasurement gains and losses arising from long-term intercompany loans denominated in a currency other than anentity's functional currency are recorded in accumulated other comprehensive income if repayment of the loan is not anticipated in the foreseeable future. Derivative Instruments and Hedging Activities. The Company conducts business on a global basis in numerous currencies, which exposes theCompany to movements in foreign currency exchange rates. The Company uses derivatives, such as foreign currency forward contracts and interest rateswaps, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging, whichrequires each derivative instrument to be recorded in the consolidated balance sheets at its fair value as either an asset or a liability. If the derivative isdesignated as a cash flow hedge, the effective portion of changes in the fair value of the derivative is recorded in stockholders' equity as a separate componentof accumulated other comprehensive income and is recognized in earnings when the hedged item affects earnings. Ineffective portions of changes in the fairvalue of cash flow hedges are immediately recognized in earnings. If the derivative is designated as a fair value hedge, changes in the fair value of the derivativeand of the item being hedged are recognized in earnings in the current period.Derivative instruments are entered into for periods of time consistent with the related underlying exposures and are not entered into for speculativepurposes. At the inception of a hedge, the Company documents all relationships between derivative instruments and related hedged items, as well as its risk-management objectives and strategies for the hedging transaction. The Company's foreign currency forward contracts and interest rate swaps potentially expose the Company to credit risk to the extent thecounterparties may be unable to meet the terms of the agreement. The Company minimizes such risk by seeking high quality counterparties. The Companyhas not incurred material losses as a result of default by counterparties.Revenue Recognition. The Company derives revenue principally from sales of manufacturing services, components and other products. Othersources of revenue include order fulfillment, logistic and repair services, and sales of certain inventory, including raw materials, to customers who reschedule,amend or cancel purchase orders after the Company has procured inventory to fulfill the customers' purchase orders. The Company recognizes revenue formanufacturing services, products and sales of certain inventory when a persuasive arrangement between the Company and the buyer exists, usually in theform of a purchase order received from the Company's customer, the price is fixed or determinable, delivery or performance has occurred and collectability isreasonably assured. Generally, there are no formal customer acceptance requirements or further obligations related to the product or the inventory subsequent totransfer of title.The Company's order fulfillment and logistics services involve warehousing and managing finished product on behalf of a customer. These servicesare usually provided in conjunction with manufacturing services at one of the Company's facilities. In these instances, revenue for manufacturing services isdeferred until the related goods are delivered to the customer, which is upon completion of order fulfillment and logistics services. In certain instances, theCompany's facility used61Table of Contentsto provide order fulfillment and logistics services is controlled by the customer pursuant to a separate arrangement. In these instances, revenue formanufacturing services is recognized upon receipt of the manufactured product at the customer-controlled location and revenue for order fulfillment andlogistics services is recognized separately as the services are provided.Provisions are made for estimated sales returns and other adjustments at the time revenue is recognized. Such provisions were not material to theconsolidated financial statements for any period presented herein. The Company presents sales net of sales taxes and value-added taxes in its consolidatedstatements of income. Amounts billed to customers for shipping and handling are recorded as revenue and shipping and handling costs incurred by theCompany are included in cost of sales. Warranty Reserve. The Company establishes a warranty reserve for shipped products based on individual manufacturing contract requirementsand past warranty experience. Restructuring Costs. The Company incurs restructuring costs in connection with closure or consolidation of excess manufacturing oradministrative facilities, as well as other exit activities, and records restructuring charges for employee termination costs, long-lived asset impairments, costsrelated to leased facilities to be abandoned or subleased, and other exit-related costs. These charges are incurred pursuant to formal plans developed andapproved by management. The recognition of restructuring charges requires the Company's management to make judgments and estimates regarding thenature, timing, and amount of costs associated with the planned exit activity, including estimates of sublease income. Estimates of future liabilities maychange, requiring the Company to record additional restructuring charges or to reduce the amount of liabilities already recorded. At the end of each reportingperiod, the Company evaluates the remaining accrual balances to ensure their adequacy, that no excess accruals are retained and that utilization of the accrualsis for the intended purpose in accordance with developed exit plans. In the event circumstances change and an accrual is no longer required, the accrual isreversed through restructuring expense. Stock-Based Compensation. The Company measures compensation expense based on the estimated fair value of stock awards. The Company primarily uses the Black-Scholes option pricing model to estimate the fair value of stock options. The Black-Scholes model requiresthe use of highly subjective and complex assumptions, including the option's expected term and the price volatility of the underlying stock. The expected termof options is based on observed historical exercise patterns and expected volatility is based on historical volatility over the expected life of the options. Forrestricted stock units, fair value is the fair market value of the Company's stock on the date of grant. With respect to awards with performance conditionsonly, compensation expense is recognized only if it is deemed probable that the performance conditions will be met. For awards with a market condition, themarket condition is considered in the grant-date fair value of the award using a lattice model which utilizes multiple input variables to determine the probabilityof the specified market condition being achieved. For these types of awards, expense is recognized over the requisite service period regardless of whether themarket condition is satisfied, provided that the requisite service period is completed. Compensation expense for all stock awards is reduced by forfeitures,which are estimated based on observed historical forfeiture patterns.Income taxes. The Company estimates its income tax provision or benefit in each of the jurisdictions in which it operates, including estimatingexposures and making judgments regarding the realizability of deferred tax assets. The carrying value of the Company's net deferred tax assets is based on theCompany's belief that it is more likely than not that the Company will generate sufficient future taxable income in certain jurisdictions to realize these deferredtax assets. A valuation allowance has been established for deferred tax assets which do not meet the “more likely than not” criteria discussed above.The Company's tax rate is highly dependent upon the geographic distribution of its worldwide income or losses, the tax regulations and tax holidaysin each geographic region, the availability of tax credits and carryforwards, including net operating losses, and the effectiveness of its tax planning strategies. The Company makes an assessment of whether each income tax position is “more likely than not” of being sustained on audit, including resolutionof related appeals or litigation, if any. For each income tax position that meets the “more likely than not” recognition threshold, the Company then assesses thelargest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with the tax authority. Interest and penalties related tounrecognized tax benefits are recognized as a component of income tax expense. Earnings Per Share. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stockoutstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stockand potential shares of common stock (representing the dilutive effect62Table of Contentsof stock options and restricted stock units) outstanding during the period. Recent Accounting Pronouncements. In September 2011, the FASB issued new accounting guidance intended to simplify how an entity testsgoodwill for impairment. The guidance allows an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of areporting unit is less than its carrying amount. The results of this qualitative assessment will determine whether a quantitative impairment test must beperformed. The Company adopted this guidance in 2012.Note 3. Balance Sheet Items Inventories Components of inventories were as follows: As of September 29, 2012 October 1, 2011 (In thousands)Raw materials$584,821 $641,918Work-in-process96,757 98,097Finished goods144,961 151,310Total$826,539 $891,325Property, Plant and Equipment, net Property, plant and equipment consisted of the following: As of September 29, 2012 October 1, 2011 (In thousands)Machinery and equipment$1,424,070 $1,443,942Land and buildings553,143 524,540Leasehold improvements58,197 57,480Furniture and fixtures19,068 21,253Construction in progress45,676 20,617 2,100,154 2,067,832Less: Accumulated depreciation and amortization(1,530,789) (1,479,735)Property, plant and equipment, net$569,365 $588,097 Depreciation expense was $96.3 million, $100.1 million, and $85.8 million for 2012, 2011 and 2010, respectively. Other Intangible Assets Gross and net carrying values of other intangible assets were as follows: Gross CarryingAmount Impairment ofIntangibles AccumulatedAmortization Net CarryingAmount (In thousands)As of September 29, 2012$82,310 $(7,928) $(67,139) $7,243 As of October 1, 2011$82,905 $(7,928) $(63,970) $11,007Intangible asset amortization expense was $3.2 million in 2012, $4.5 million in 2011 and $3.8 million in 201063Table of Contents(including $0.1 million, $0.6 million and $0.2 million in cost of sales in 2012, 2011 and 2010, respectively). In 2012, the Company wrote-off $0.6 millionof intangible assets due to closure of a plant. Other intangible assets are included in other non-current assets on the consolidated balance sheets.Estimated future annual amortization of other intangible assets is as follows: Year Ended: (In thousands)2013 $1,9052014 1,7972015 1,2562016 3642017 364Thereafter 1,557Total $7,243 Warranty Reserve. The following tables present warranty reserve activity:Balance as of Additions toAccrual AccrualUtilized Balance as ofOctober 1, 2011 September 29, 2012(In thousands)$15,672 $6,716 $(7,739) $14,649Balance as of Additions toAccrual AccrualUtilized Balance as ofOctober 2, 2010 October 1, 2011(In thousands)$17,752 $9,012 $(11,092) $15,672The warranty reserve is included in accrued liabilities on the consolidated balance sheet.Note 4. Fair ValueFair Value Option for Long-term DebtThe Company has elected not to record its long-term debt instruments at fair value, but has measured them at fair value for disclosure purposes. Asof September 29, 2012, the carrying amount and estimated fair value of the Company's long-term debt instruments were $797.4 million and $799.8 million,respectively. Fair value was estimated based on either a quoted price or other market sources (Level 2 inputs).Assets/Liabilities Measured at Fair Value on a Recurring BasisThe Company's primary financial assets and financial liabilities are as follows:•Money market funds•Time deposits•Foreign currency forward contracts•Interest rate swapsASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from selling an asset or paid totransfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets andliabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and alsoconsiders assumptions that market participants would use when pricing an asset or liability. Inputs to valuation techniques used to measure fair value are prioritized into three broad levels (fair value hierarchy),64Table of Contentsas follows: Level 1:Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2:Inputs that reflect quoted prices, other than quoted prices included in Level 1, that are observable for the assets or liabilities, such as quotedprices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in less active markets; or inputs thatare derived principally from or corroborated by observable market data by correlation.Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of assetsor liabilities.There were no transfers between levels in the fair value hierarchy during any period presented herein. The following table presents information as ofSeptember 29, 2012 with respect to assets and liabilities measured at fair value on a recurring basis: Money market funds Time deposits Derivatives designated ashedging instrumentsunder ASC 815: ForeignCurrency ForwardContracts and InterestRate Swaps Derivatives notdesignated as hedginginstruments under ASC815: Foreign CurrencyForward Contracts Total Level 1 Level 1 Level 2 Level 2 (In thousands)Balance Sheet Classification: Cash and cash equivalents $435 $3,384 $— $— $3,819Prepaid expenses and other current assets $— $— $77 $1,770 $1,847Other assets $— $— $39,954 $— $39,954Accrued liabilities (1) $— $— $(175) $(2,913) $(3,088)Other long-term liabilities (1) $— $— $(23,126) $— $(23,126)(1) Liabilities, or credit balances, are presented as negative amounts.The following table presents information as of October 1, 2011 with respect to assets and liabilities measured at fair value on a recurring basis: Money market funds Time deposits Derivatives designated ashedging instrumentsunder ASC 815: ForeignCurrency ForwardContracts and InterestRate Swaps Derivatives notdesignated as hedginginstruments under ASC815: Foreign CurrencyForward Contracts Total Level 1 Level 1 Level 2 Level 2 (In thousands)Balance Sheet Classification: Cash and cash equivalents $435 $52,120 $— $— $52,555Prepaid expenses and other current assets $— $— $59 $8,243 $8,302Other assets $— $— $24,898 $— $24,898Accrued liabilities (1) $— $— $(331) $(8,211) $(8,542)Other long-term liabilities (1) $— $— $(33,211) $— $(33,211)(1) Liabilities, or credit balances, are presented as negative amounts.The Company sponsors deferred compensation plans for eligible employees and non-employee members of its Board of Directors that allowparticipants to defer payment of part or all of their compensation. The Company's results of operations65Table of Contentsare not significantly affected by these plans since changes in the fair value of the assets substantially offset changes in the fair value of the liabilities. As such,assets and liabilities associated with these plans have not been included in the above tables. Assets and liabilities associated with these plans wereapproximately $10.0 million as of September 29, 2012 and October 1, 2011 and were recorded as other non-current assets and other long-term liabilities in theconsolidated balance sheet.The Company values derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convertfuture amounts to a single present value amount assuming that participants are motivated, but not compelled, to transact. The Company seeks high qualitycounterparties for all financing arrangements. For interest rate swaps, Level 2 inputs include short-term LIBOR rates, futures contracts on LIBOR between twoand four years, longer term swap rates at commonly quoted intervals, and credit default swap rates for the Company and relevant counterparties. For currencycontracts, Level 2 inputs include foreign currency spot and forward rates and interest rates at commonly quoted intervals. Mid-market pricing is used as apractical expedient for fair value measurements. ASC Topic 820 requires the fair value measurement of an asset or liability to reflect the nonperformance riskof the entity and the counterparty. Therefore, the counterparty's creditworthiness when in an asset position and the Company's creditworthiness when in aliability position have been considered in the fair value measurement of derivative instruments. The effect of nonperformance risk on the fair value ofderivative instruments was not material as of September 29, 2012 and October 1, 2011.Non-Financial Assets Measured at Fair Value on a Nonrecurring BasisThe Company's assets held-for-sale consist of land and buildings that are measured at fair value on a nonrecurring basis since these assets are subject tofair value adjustments only when the carrying amount of such assets exceeds the fair value of such assets or such assets have been previously impaired andthe fair value exceeds the carrying amount by less than the amount of the impairment that has been recognized. Level 2 inputs consist of independent thirdparty valuations based on market comparables. The carrying value of the Company's assets held-for-sale was $10.2 million as of September 29, 2012 and$13.9 million as of October 1, 2011, and was included in prepaid expenses and other current assets in the consolidated balance sheet. Impairment charges of$2.4 million and $0.5 million were recorded in 2012 and 2011, respectively, related to properties held-for-sale.66Table of ContentsNote 5. Derivative Financial InstrumentsThe Company is exposed to certain risks related to its ongoing business operations. The primary risks managed by using derivative instruments areinterest rate risk and foreign exchange rate risk.Interest Rate Risk Interest rate swaps are used to manage interest rate risk associated with borrowings under the Company's long-term debt arrangements.Cash Flow HedgesThe Company has $257.4 million of floating rate notes outstanding as of September 29, 2012 and has interest rate swap agreements with twoindependent counterparties to hedge its interest rate exposure. The swap agreements, with an aggregate notional amount of $257 million and expiration date ofJune 15, 2014, effectively convert the variable interest rate obligation to a fixed interest rate obligation and are accounted for as cash flow hedges under ASCTopic 815, Derivatives and Hedging. Under the terms of the swap agreements, the Company pays the independent swap counterparties a fixed rate and theswap counterparties pay the Company an interest rate equal to the three-month LIBOR. These swap agreements effectively fix the interest rate at 8.344%through maturity. As of September 29, 2012, the fair value of the interest rate swaps was $23.1 million and is included in other long-term liabilities on theconsolidated balance sheet.Fair Value HedgeThe Company has $500 million of fixed-rate senior notes outstanding as of September 29, 2012 and has an interest rate swap with a singlecounterparty to hedge its exposure to changes in the fair value of the notes resulting from fluctuations in interest rates. The swap agreement, with a notionalamount of $500 million and an expiration date of May 15, 2019, effectively converts these notes from fixed-rate debt to variable-rate debt. Pursuant to theinterest rate swap, the Company pays the swap counterparty a variable rate equal to the three-month LIBOR plus a spread and receives a fixed rate of 7.0%from the swap counterparty. The swap counterparty has the unilateral right to terminate the swap beginning in 2014, consistent with the Company's ability tocall the 2019's beginning in 2014. In accordance with ASC Topic 815, the interest rate swap is accounted for as a fair value hedge and is exempt from periodicassessment of hedge effectiveness. Therefore, the change in the fair value of the 2019 Notes resulting from changes in interest rates is assumed to be equal andopposite to the change in the fair value of the interest rate swap. As of September 29, 2012, the fair value of the interest rate swap was $40.0 million and isincluded in other non-current assets on the consolidated balance sheet.Foreign Exchange Rate RiskForward contracts on various foreign currencies are used to manage foreign currency risk associated with forecasted foreign currency transactionsand certain monetary assets and liabilities denominated in foreign currencies. The Company's primary foreign currency cash flows are in certain Asian andEuropean countries, Israel and Mexico.The Company had the following outstanding foreign currency forward contracts that were entered into to hedge foreign currency exposures: As of September 29, 2012 October 1, 2011Derivatives Designated as Accounting Hedges: Notional amount (in thousands)$123,050 $117,224 Number of contracts49 57Derivatives Not Designated as Accounting Hedges: Notional amount (in thousands)$292,469 $466,007 Number of contracts33 34The Company enters into short-term foreign currency forward contracts to hedge currency exposures associated with certain monetary assets andliabilities denominated in foreign currencies. These contracts have maturities of up to two months and are not designated as accounting hedges under ASCTopic 815. Accordingly, these contracts are marked-to-market at the end of each period with unrealized gains and losses recorded in other expense, net, in theconsolidated statements of income. For the year ended September 29, 2012 and October 1, 2011, the Company recognized gains of $7.4 million and $1.6million,67Table of Contentsrespectively, associated with these forward contracts. From an economic perspective, gains and losses on forward contracts substantially offset gains andlosses on the underlying hedged items for both periods presented herein.The Company also utilizes foreign currency forward contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreigncurrency exchange rates. Such exposures generally result from 1) forecasted sales denominated in currencies other than those used to pay for materials andlabor and 2) anticipated capital expenditures denominated in a currency other than the functional currency of the entity making the expenditures. Thesecontracts are up to twelve months in duration and are accounted for as cash flow hedges under ASC Topic 815.For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported asa component of accumulated other comprehensive income (AOCI), an equity account, and reclassified into earnings in the same period or periods duringwhich the hedged transaction affects earnings. Gains and losses on derivative instruments representing hedge ineffectiveness are recognized in current earningsand were not material for any period presented herein. As of September 29, 2012, AOCI related to foreign currency forward contracts was not material andAOCI related to interest rate swaps was a loss of $21.9 million, of which $12.9 million is expected to be amortized to interest expense over the next 12months.The following table presents the effect of cash flow hedging relationships on the Company's consolidated statement of income for the years endedSeptember 29, 2012 and October 1, 2011, respectively:Derivative Type and Income Statement Location Amount of Gain/(Loss) Recognized inOCI on Derivative(Effective Portion) Amount of Gain (Loss) Reclassifiedfrom Accumulated OCI into Income(Effective Portion) September 29, 2012 October 1, 2011 September 29,2012 October 1, 2011 (In thousands)Interest rate swaps - Interest expense $(3,109) $(6,421) $(12,955) $(13,611)Foreign currency forward contracts - Cost of sales 588 1,081 645 1,293Total $(2,521) $(5,340) $(12,310) $(12,318)Note 6. Financial Instruments and Concentration of Credit RiskFinancial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, trade accounts receivable, foreignexchange forward contracts, and interest rate swap agreements. The carrying value of assets such as cash, cash equivalents and accounts receivable isexpected to approximate fair value due to the assets short duration. Foreign exchange forward contracts and interest rate swap agreements are recorded on theCompany's balance sheets at fair value. The Company maintains the majority of its cash and cash equivalents with recognized financial institutions thatfollow the Company's investment policy, and has not experienced any significant losses on these investments to date. One of the Company's most significantcredit risks is the ultimate realization of accounts receivable. This risk is mitigated by ongoing credit evaluations of, and frequent contact with, theCompany's customers, especially its most significant customers, thus enabling it to monitor changes in business operations and respond accordingly. TheCompany generally does not require collateral for sales on credit. The Company considers these concentrations of credit risks when estimating its allowancefor doubtful accounts.A different customer represented 10% or more of the Company's net sales in each of 2012, 2011 and 2010. Two customers each represented 10% ormore of the Company's gross accounts receivable in 2012 and one customer represented 10% or more of the Company's gross accounts receivable in 2011.Note 7. DebtLong-term debt consisted of the following: 68Table of Contents As of September 29, 2012 October 1, 2011 (In thousands)Senior Floating Rate Notes due 2014$257,410 $257,410Secured Debt due 201540,000 —8.125% Senior Subordinated Notes due 2016— 400,000Senior Notes due 2019500,000 500,000Fair value adjustment (1)39,954 24,898Total long-term debt$837,364 $1,182,308 (1) Represents fair value hedge accounting balance related to interest rate swaps. See Note 5 for discussion of interest rate swap entered into duringthe third quarter of 2011.Senior Notes Due 2019. During 2011, the Company issued $500.0 million aggregate principal amount of senior notes due 2019 (the "2019Notes"). The 2019 Notes mature on May 15, 2019 and bear interest at an annual rate of 7%, payable semi-annually in arrears in cash. As of September 29,2012, unamortized debt issuance costs of $9.4 million are included in other non-current assets on the consolidated balance sheet and are being amortized tointerest expense over the term of the 2019 Notes using the effective interest method.The 2019 Notes are senior unsecured obligations and are fully and unconditionally guaranteed on a senior, unsecured basis by substantially all ofthe Company's domestic subsidiaries. The Company may redeem all or any portion of the 2019 Notes at any time prior to May 15, 2014, at par plus accruedand unpaid interest plus a make-whole premium. The Company may redeem all or any portion of the 2019 Notes beginning on or after May 15, 2014, atredemption prices ranging from 100% to 105.25% of the principal amount, plus accrued and unpaid interest. Following a change of control, as defined, eachholder of the 2019 Notes shall have the right to require the Company to repurchase all or any portion of such holder's 2019 Notes at a purchase price equal to101% of the principal amount, plus accrued and unpaid interest.As discussed in Note 5, the Company entered into an interest rate swap to hedge its exposure to changes in the fair value of the 2019 Notes resultingfrom changes in interest rates. As of September 29, 2012, the fair value hedge accounting adjustment related to the 2019 Notes was $40.0 million and hasbeen recorded as an increase to long-term debt.Senior Floating Rate Notes. In 2007, the Company issued $300.0 million of Senior Floating Rate Notes due June 15, 2014 (the “2014 Notes”),$42.6 million of which was repurchased in 2009. The 2014 Notes bear interest equal to three-month LIBOR plus 2.75% and are senior unsecured obligations and rank equal in right of payment withall of the Company's existing and future senior unsecured debt. The Company may redeem the 2014 Notes, in whole or in part at par plus accrued and unpaidinterest. As of September 29, 2012, unamortized debt issuance costs of $1.7 million are included in other non-current assets on the consolidated balance sheetand are being amortized to interest expense over the life of the 2014 Notes using the effective interest method. As discussed in Note 5, the Company has interest rate swap agreements with two independent counterparties to hedge its interest rate exposure on the2014 Notes.8.125% Senior Subordinated Notes. During 2006, the Company issued $600.0 million of 8.125% Senior Subordinated Notes due 2016 (the“2016 Notes”). During 2012, the Company fully redeemed all remaining outstanding 2016 Notes. In connection with these redemptions, the Companyrecorded a loss on extinguishment of $16.9 million, consisting of redemption premiums of $10.9 million and a write-off of unamortized debt issuance costsof $6.0 million.None of the Company's notes have financial covenants, but do have covenants that limit the Company's ability to, among other things: incuradditional debt, make investments and other restricted payments, pay dividends on capital stock, or redeem or repurchase capital stock or subordinatedobligations; create specified liens; sell assets; create or permit restrictions on the ability of its restricted subsidiaries to pay dividends or make otherdistributions to the Company; engage in transactions with affiliates; incur layered debt; and consolidate or merge with or into other companies or sell all orsubstantially all of its assets. The restricted covenants are subject to a number of important exceptions and qualifications. The indentures for the Company's notes provide for customary events of default, including payment defaults, breaches69Table of Contentsof covenants, certain payment defaults at final maturity or acceleration of certain other indebtedness, failure to pay certain judgments, certain events ofbankruptcy, insolvency and reorganization and certain instances in which a guarantee ceases to be in full force and effect. If any event of default occurs and iscontinuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare allthe notes to be due and payable immediately, together with any accrued and unpaid interest, if any. In the case of an event of default resulting from certainevents of bankruptcy, insolvency or reorganization, such amounts with respect to the notes will be due and payable immediately without any declaration orother act on the part of the trustee or the holders of the notes. Additionally, following a change of control, as defined in the indentures, the Company will berequired to make an offer to repurchase all or any portion remaining outstanding of such debt at a purchase price of 101% of the principal amount, plusaccrued and unpaid interest.Secured Debt. During the fourth quarter of 2012, the Company borrowed $40.0 million using its corporate campus as collateral. The loan maturesin 2015, bears interest at LIBOR plus a spread or the bank's prime rate plus a spread, includes two one-year renewal options subject to bank approval andrequires compliance with a fixed charge coverage ratio and customary covenants similar to those of the asset-backed lending facility discussed below.Asset-backed Lending Facility. In 2009, the Company entered into a Loan, Guaranty and Security Agreement, among the Company, the financialinstitutions party thereto from time to time as lenders, and Bank of America, N.A., as agent for such lenders. During the second quarter of 2012, the Company entered into an Amended and Restated Loan, Guaranty and Security Agreement (the “LoanAgreement”), among the Company, the financial institutions party thereto from time to time as lenders, and Bank of America, N.A., as agent for such lenders.The Loan Agreement amended and restated the Company's existing Loan, Guaranty and Security Agreement. The Company incurred $2.7 million of debtissuance costs in connection with this amendment. Such costs are included in other non-current assets on the consolidated balance sheet and are beingamortized to interest expense over the life of the facility on a straight-line basis.The Loan Agreement provides for a $300 million secured asset-backed revolving credit facility with a $100 million letter of credit sublimit. Thefacility may be increased by an additional $200.0 million upon obtaining additional commitments from the lenders then party to the Loan Agreement or newlenders. The Loan Agreement expires on earlier of (i) the date that is 90 days prior to the maturity date of the Company's 2014 Notes if such notes are notrepaid, redeemed, defeased, refinanced or reserved for under the borrowing base under the Loan Agreement prior to such date, or (ii) March 16, 2017 (the“Maturity Date”). As of September 29, 2012, there were no borrowings outstanding, $23.1 million in letters of credit were outstanding and the Company waseligible to borrow $232.0 million. Loans may be advanced under the Loan Agreement based on a borrowing base derived from specified percentages of the value of eligible accountsreceivable and inventory. If at any time the aggregate principal amount of the loans outstanding plus the face amount of undrawn letters of credit under theLoan Agreement exceed the borrowing base then in effect, the Company must make a payment or post cash collateral (in the case of letters of credit) in anamount sufficient to eliminate such excess. Loans under the Loan Agreement bear interest, at the Company's option, at a rate equal to LIBOR or a base rate equal to Bank of America, N.A.'sannounced prime rate, in each case plus a spread. A commitment fee accrues on any unused portion of the commitments under the Loan Agreement at a rateper annum based on usage. Interest on loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period in the case ofLIBOR loans. Principal, together with accrued and unpaid interest, is due on the Maturity Date. The Company's obligations under the Loan Agreement are secured by (1) all U.S. and Canadian accounts receivable and all supporting obligations,chattel paper, documents and instruments in respect thereof or relating thereto(; (2) all U.S. and Canadian deposit accounts (except accounts used forcollections for certain transactions); (3) all U.S. and Canadian inventory; (4) the equity interests of each of the borrowers (except the Company) and theguarantors and the other equity interests owned directly by the borrowers and the guarantors, subject to limited exceptions; (5) all U.S. and Canadianpromissory notes issued by the Designated Canadian Guarantors; (6) all U.S. and Canadian cash in any form; (7) all U.S. and Canadian accessions to,substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing; and (8) all U.S. and Canadian books and recordspertaining to the foregoing. The Loan Agreement contains a financial covenant that was not applicable to us as of September 29, 2012, and customary covenants, includingcovenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws andregulations. Further, the Loan Agreement contains customary negative covenants limiting the ability of the Company under certain circumstances, among otherthings, to use the facility to incur debt,70Table of Contentsmake investments, acquisitions and certain restricted payments, and to sell assets. Upon an event of default, the lenders may declare all outstanding principaland accrued but unpaid interest under the Loan Agreement immediately due and payable. Events of default under the Loan Agreement include paymentdefaults, cross defaults with certain other indebtedness, breaches of covenants or representations and warranties, change in control of the Company andbankruptcy events. Maturities of long-term debt as of September 29, 2012 were as follows: (In thousands)2013$—2014257,410201540,0002016—2017—Thereafter500,000Total$797,410Short-term DebtAs of September 29, 2012, certain foreign subsidiaries of the Company had a total of $128.0 million of short-term borrowing facilities, under which$60.0 million was outstanding. Borrowing under these facilities bear interest at a rate equal to LIBOR plus a spread. These facilities expire at various datesthrough the end of 2013.As of September 29, 2012, the Company was in compliance with all covenants related to its long-term debt instruments, asset backed lendingfacility and short-term debt facilities.Note 8. Commitments and ContingenciesOperating Leases. The Company leases certain of its facilities and equipment under non-cancellable operating leases expiring at various datesthrough 2042. The Company is responsible for utilities, maintenance, insurance and property taxes under these leases. Future minimum lease payments, netof sublease income, under operating leases are as follows: (In thousands)2013$26,165201416,809201511,65220169,55920178,986Thereafter30,221Total$103,392Rent expense, net of sublease income, under operating leases was $32.9 million, $29.8 million and $24.7 million for 2012, 2011 and 2010,respectively. Litigation and other contingencies. From time to time, the Company is a party to litigation, claims and other contingencies, includingenvironmental and employee matters and examinations and investigations by governmental agencies, which arise in the ordinary course of business. TheCompany cannot predict what effect these matters may have on its results of operations, financial condition or cash flows. Refer to “Item 3-Legal Proceedings”.The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable inaccordance with ASC Topic 450, Contingencies or other applicable accounting standards. As of September 29, 2012 and October 1, 2011, the Companyhad accrued liabilities of $18.5 million and $18.9 million, respectively, for environmental matters, litigation and other contingencies, not including reservesfor uncertain tax positions, which the Company believes is adequate. As of September 29, 2012, the Company is a party to a regulatory agency order withrespect to a former site and has recorded a liability for this matter, representing the Company's current estimate of the costs required to71Table of Contentsassess and remediate the site. The Company believes it is reasonably possible that it will incur additional costs related to this matter, but cannot reasonablyestimate such amount at this time. Such reserves are included in accrued liabilities and other long-term liabilities on the consolidated balance sheet.The Company is subject to various federal, state, local and foreign laws and regulations concerning environmental protection, including thoseaddressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminatedsites, the materials used in products, and the recycling, treatment and disposal of materials. As of September 29, 2012, the Company had been named in alawsuit alleging certain of its current and former sites contributed to groundwater contamination. Although it is reasonably possible that the Company mayincur a loss in connection with this matter, the amount of loss or range of loss cannot be reasonably estimated.As of September 29, 2012, the Company had approximately $10.0 million of exposure, consisting primarily of inventory, with a certain customer thatis experiencing financial difficulties. The Company and the customer are in the process of negotiating a payment plan and inventory consumption plan and thecustomer has been making payments. If the Company is unable to negotiate a sufficient plan or if the customer is unable to meet its obligations under a plan,the Company may incur a loss related primarily to uncollectible accounts receivable and inventory write-downs. The Company is monitoring this situationclosely and expects key developments to occur in the first half of 2013.Note 9. Income TaxesDomestic and foreign components of income (loss) before income taxes were as follows: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Domestic$(7,548) $42,136 $60,668Foreign57,491 57,402 78,574Total$49,943 $99,538 $139,242 The provision for (benefit from) income taxes consists of the following: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Federal: Current$(3,223) $— $—Deferred(154,292) — —State: Current(124) 1,009 1,656Deferred(4,408) — —Foreign: Current28,928 31,749 11,766Deferred2,828 (2,137) 3,385Total provision (benefit from) for income taxes$(130,291) $30,621 $16,80772Table of Contents The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: As of September 29,2012 October 1, 2011 (In thousands)Deferred tax assets: U.S. net operating loss carryforwards$472,086 $476,802Foreign net operating loss carryforwards152,462 131,174Acquisition related intangibles91,972 101,661Accruals not currently deductible45,102 41,027Property, plant and equipment26,906 30,704Tax credit carryforwards24,478 25,846Reserves not currently deductible24,209 26,256Stock compensation expense14,664 8,874Unrealized losses on derivative financial instruments14,089 14,238Other550 439Valuation allowance(671,891) (818,266)Total deferred tax assets194,627 38,755Deferred tax liabilities on foreign earnings(22,053) (22,053)Net deferred tax assets$172,574 $16,702Recorded as: Current deferred tax assets$19,721 $8,516Non-current deferred tax assets152,853 11,155Non-current deferred tax liabilities— (2,969)Net deferred tax assets$172,574 $16,702 The Company offsets current deferred tax assets and liabilities and non-current deferred tax assets and liabilities by tax-paying jurisdiction. Theresulting net amounts by tax jurisdiction are then aggregated without further offset.Prior to 2012, based on historical evidence (primarily cumulative losses), the Company has a valuation allowance against certain deferred tax assetsin the U.S. and foreign jurisdictions. A valuation allowance is required to be established or maintained when, based on currently available information andother factors, it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company assesses its valuation allowance againstdeferred tax assets on a regular and periodic basis. The Company considers all available positive and negative evidence, including future reversals oftemporary differences, projected future taxable income, tax planning strategies and recent financial results. During the fourth quarter of this year, theCompany concluded that it was more likely than not that it would be able to realize the benefit of a portion of its deferred tax assets in the future. TheCompany based this conclusion on recent historical book and taxable income, recent global restructuring and projections of future operating income. As aresult, the Company released $158.7 million of the valuation allowance attributable to certain US deferred tax assets.As of September 29, 2012, U.S. income taxes have not been provided for approximately $446.1 million of cumulative undistributed earnings ofseveral non-U.S. subsidiaries. The Company intends to reinvest these earnings indefinitely in operations outside of the U.S. Determination of the amount ofunrecognized deferred tax liabilities on these undistributed earnings is not practicable. As of September 29, 2012, the Company has cumulative net operating loss carryforwards for federal, state and foreign tax purposes of $1,252.0million, $999.2 million and $501.4 million, respectively. The federal and state net operating loss carryforwards begin expiring in 2023 and 2012,respectively, and expire at various dates through 2029. Substantially all of the foreign net operating loss carryforwards may be carried forward indefinitely.The Tax Reform Act of 1986 and similar state provisions impose restrictions on the utilization of net operating loss and tax credit carryforwards in the eventof an “ownership change” as defined in the Internal Revenue Code. As of September 29, 2012, the Company had $6.8 million of federal net operating lossessubject to an annual limitation and may utilize approximately $1.7 million of these net operating losses each73Table of Contentsyear. Additionally, the utilization of certain foreign net operating losses may be restricted due to changes in ownership and business operations. The Company has been granted tax holidays for certain of its subsidiaries in Singapore, Thailand, China and India. Tax benefits arising from thesetax holidays were $3.1 million for 2012 ($0.04 per diluted shares), $3.6 million for 2011 ($0.04 per diluted share) and $3.8 million for 2010 ($0.05 perdiluted share). The tax holiday in Singapore expired in 2012 and tax holidays in the other countries expire through 2019, excluding potential renewals, and aresubject to certain conditions with which the Company expects to comply. Following is a reconciliation of the statutory federal tax rate to the Company's effective tax rate: As of September 29, 2012 October 1, 2011 October 2, 2010Federal tax at statutory rate35.00 % 35.00 % 35.00 %Effect of foreign operations21.73 9.57 (8.87)Foreign income inclusion10.48 0.25 1.11Change in valuation allowance(6.74) (16.97) (17.16)Permanent items3.11 1.90 0.80Change to other comprehensive income(6.64) — —Release of valuation allowance(317.76) — —State income taxes, net of federal benefit(0.06) 1.01 1.19Provision for income taxes(260.88)% 30.76 % 12.07 %A reconciliation of the beginning and ending amount of total unrecognized tax benefits, excluding accrued penalties and interest, is as follows: Year Ended September 29, 2012 October 1, 2011 (In thousands)Balance, beginning of year$41,482 $34,997Increase related to prior year tax positions10,125 4,324Decrease related to prior year tax positions(320) (2,811)Increase related to current year tax positions3,133 5,337Settlement(196) —Decrease related to lapse of statute of limitations— (365)Balance, end of year$54,224 $41,482 The total balance of unrecognized tax benefits at September 29, 2012, if recognized, would affect the effective tax rate on income. As of September 29, 2012, the Company had reserves of $25.2 million for the payment of interest and penalties relating to unrecognized taxbenefits. The Company accrued interest and penalties related to unrecognized tax benefits of $5.6 million in 2012, $2.7 million in 2011, and $3.9 million in2010. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.The Company conducts business globally and, as a result, files income tax returns in the United States federal jurisdiction and various state andforeign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. During this currentyear, the Company was informed by the Internal Revenue Service that its returns for tax years 2008 through 2010 were being examined.In general, the Company is no longer subject to United States federal or state income tax examinations for years before 2003, and to foreignexaminations for years prior to 2002 in its major foreign jurisdictions. Although the timing of the resolution of audits is highly uncertain, it is reasonablypossible that the balance of gross unrecognized tax benefits could74Table of Contentssignificantly change in the next 12 months. However, given the number of years subject to audit and the number of matters being examined, the Company isunable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.Note 10. Restructuring CostsRestructuring Plans - 2012In 2012, the Company initiated restructuring plans related to plant closures and business reorganizations. Costs associated with these plans areexpected to be $23.4 million and to include employee severance, costs related to leased facilities, asset impairment charges and other exit costs. In connectionwith actions taken to date under these plans, the Company recorded employee termination benefits of $11.6 million for approximately 2,150 employees, $0.5million of costs related to leased facilities and $3.5 million of asset impairment charges. These plans are expected to be completed within the next year. As ofSeptember 29, 2012, $10.3 million of severance remains payable and is expected to be paid in 2013.Below is a summary of restructuring costs associated with facility closures and other consolidation efforts that were implemented in 2012: EmployeeTermination /Severance andRelated Benefits Leases and FacilityShutdown andConsolidation Costs Total (In thousands)Balance at October 1, 2011$— $— $—Charges to operations11,618 4,027 15,645Charges utilized(1,317) (4,027) (5,344)Balance at September 29, 2012$10,301 $— $10,301Restructuring Plans — Prior to 2012Due to completion of all actions under restructuring plans initiated prior to 2012 and immateriality of the remaining accrual balance related to suchplans, these plans have been combined for disclosure purposes. The Company expects to pay the majority of accrued restructuring costs by the end of 2013.In connection with these plans, the Company expects to incur restructuring costs in future periods associated primarily with vacant facilities until such timeas those facilities have been sold or leased to third parties. Below is a summary of restructuring costs associated with facility closures and other consolidation efforts that were implemented prior to 2012: EmployeeTermination /Severance andRelated Benefits Leases and FacilityShutdown andConsolidation Costs Total (In thousands)Balance at October 3, 2009$10,755 $3,645 $14,400Charges to operations7,873 16,320 24,193Charges utilized(11,104) (18,586) (29,690)Reversal of accrual(2,094) (277) (2,371)Balance at October 2, 20105,430 1,102 6,532Charges to operations9,041 19,683 28,724Charges utilized(8,144) (19,369) (27,513)Balance at October 1, 20116,327 1,416 7,743Charges to operations827 14,465 15,292Charges utilized(5,776) (12,568) (18,344)Balance at September 29, 2012$1,378 $3,313 $4,69175Table of ContentsCosts incurred with respect to facilities consist primarily of 1) costs to maintain vacant facilities that are owned until such facilities can be sold and2) the portion of the Company's lease payments that have not been recovered due to the absence of sublease income for vacant lease properties.During 2012, in connection with restructuring plans initiated in 2011 or earlier, the Company recorded restructuring charges for severance andrelated benefits for 2 terminated employees. During 2011, the Company recorded restructuring charges for severance and related benefits for approximately 230terminated employees and initiated the closure or consolidation of 2 facilities. During 2010, the Company recorded restructuring charges for severance andrelated benefits for approximately 950 terminated employees and initiated the closure or consolidation of 6 facilities.Restructuring costs for the Company's IMS segment were $19.7 million for 2012, $16.2 million for 2011 and $6.4 million for 2010.76Table of ContentsNote 11. Earnings Per ShareBasic and diluted earnings per share are calculated by dividing net income by the weighted average number of shares of common stock outstandingduring the period, as follows: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands, except per share amounts)Numerator: Net income$180,234 $68,917 $122,435 Denominator: Weighted average shares used in computing per share amount: Basic81,284 80,345 79,195Diluted83,495 83,158 82,477 Net income per share: Basic$2.22 $0.86 $1.55Diluted$2.16 $0.83 $1.48 The following table presents weighted-average dilutive securities that were excluded from the above calculation because their inclusion would havehad an anti-dilutive effect: As of September 29,2012 October 1, 2011 October 2, 2010Potentially dilutive securities:(In thousands)Employee stock options7,937 6,839 6,078Restricted stock units369 241 25Total8,306 7,080 6,103As of September 29, 2012, the Company's outstanding stock options and restricted stock units noted above were anti-dilutive under ASC Topic260, Earnings Per Share, because application of the treasury stock method resulted in an anti-dilutive effect. 77Table of ContentsNote 12. Stock-Based CompensationStock-based compensation expense was as follows: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Cost of sales$4,504 $4,730 $5,452Selling, general & administrative13,363 13,070 9,808Research & development132 182 (93)Restructuring— 914 —Total$17,999 $18,896 $15,167 Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Stock options$10,084 $13,293 $12,818Restricted stock units7,915 5,603 2,349Total$17,999 $18,896 $15,167Stock Options The Company's stock option plans provide employees the right to purchase common stock at the fair market value of such shares on the grant date.The Company recognizes compensation expense for such awards over the vesting period, which is generally four to five years. The contractual term of alloptions is ten years. The Company recognizes compensation expense ratably over the service period. Assumptions used to estimate the fair value of stock options granted were as follows: Year Ended September 29, 2012 October 1, 2011 October 2, 2010Volatility85.8% 84.8% 81.6%Risk-free interest rate0.85% 1.6% 2.2%Dividend yield— — —Expected life of options5.0 5.0 5.078Table of ContentsStock option activity was as follows: Number of Shares Weighted-AverageExercise Price($) Weighted-AverageRemainingContractual Term(Years) Aggregate IntrinsicValue of In-The-Money Options($) (In thousands) (In thousands)Outstanding, October 3, 200911,106 16.00 8.11 26,008Granted1,414 10.06 Exercised/Cancelled/Forfeited/Expired(1,442) 22.51 Outstanding, October 2, 201011,078 14.39 7.44 35,417Granted1,875 13.15 Exercised/Cancelled/Forfeited/Expired(2,031) 16.18 Outstanding, October 1, 201110,922 13.85 6.89 14,195Granted1,775 9.61 Exercised/Cancelled/Forfeited/Expired(1,422) 14.08 Outstanding, September 29, 201211,275 13.15 6.54 18,548Vested and expected to vest, September 29, 201210,837 13.27 6.44 18,236Exercisable, September 29, 20127,600 14.89 5.61 13,814 The weighted-average grant date fair value of stock options granted during 2012, 2011 and 2010 was $6.44, $8.66, and $6.61, respectively. Theaggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value of in-the-money options that would have been received by the optionholders had all option holders exercised their options at the Company's closing stock price on the date indicated. As of September 29, 2012, unrecognized expense related to stock options was $21.3 million, and is expected to be recognized over a weighted averageperiod of 2.4 years. Restricted Stock Units The Company issues restricted stock units to executive officers, directors and certain management employees. These units vest over periods rangingfrom one to four years and are automatically exchanged for shares of common stock at the vesting date. Compensation expense associated with these units isrecognized ratably over the vesting period. The weighted-average grant date fair value of restricted stock units granted was $6.16, $12.69 and $9.80 in 2012, 2011 and 2010, respectively. Asof September 29, 2012, unrecognized compensation expense related to restricted stock units was approximately $9.7 million, and is expected to be recognizedover a weighted-average period of 1.3 years. 79Table of ContentsActivity with respect to the Company's restricted stock units was as follows: Number of Shares Weighted Grant-Date Fair Value PerShare($) Weighted-AverageRemainingContractual Term(Years) Aggregate IntrinsicValue($) (In thousands) (In thousands)Outstanding, October 3, 2009737 16.17 0.41 6,494Granted996 9.80 Vested/Cancelled(795) 15.66 Outstanding, October 2, 2010938 9.78 2.12 10,200Granted1,317 12.69 Vested/Cancelled(417) 11.87 Outstanding, October 1, 20111,838 11.42 1.63 14,249Granted790 6.16 Vested/Cancelled(398) 11.69 Outstanding, September 29, 20122,230 9.51 1.08 21,272Expected to vest, September 29, 20121,955 9.40 0.98 18,651 Note 13. Stockholders' EquityIn 2009, the Company's stockholders approved the 2009 Incentive Plan (“2009 Plan”) and the reservation of 7.5 million shares of common stock forissuance thereunder, which was subsequently increased to 14.7 million shares. The 2009 Plan provides for the grant of incentive stock options, non-statutorystock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares. The per share exercise price forshares to be issued pursuant to exercise of an option must be no less than 100% of the fair market value per share on the date of grant.Upon approval of the 2009 Plan, all of the Company's other stock plans were terminated as to future grants. Although these plans have beenterminated, they will continue to govern all awards granted under them until the expiration of the awards.As of September 29, 2012, an aggregate of 16.4 million shares were authorized for future issuance under the Company's stock option and restrictedstock plans, of which 2.9 million shares of common stock were available for future grant under these plans. Awards other than stock options and stockappreciation rights reduce common stock available for grant by 1.36 shares for every share of common stock subject to such an award. Awards under the2009 plan that expire or are cancelled without delivery of shares generally become available for issuance under the plan.Stock option activity under the Company's option plans during 2012, 2011 and 2010 is disclosed in Note 12. Stock-Based Compensation. 80Table of ContentsThe following table summarizes information regarding stock options outstanding at September 29, 2012: Options Outstanding Options Vested and ExercisableRange of Weighted Exercise Prices NumberOutstanding Weighted AverageRemainingContractual Life (Years) Weighted AverageExercise Price($) Number Exercisable Weighted AverageExercise Price($) (In thousands) (In thousands) $1.50-$2.94 1,023 6.26 2.40 931 2.46$2.95-$4.45 1,786 6.77 4.45 1,233 4.45$4.46-$8.79 2,238 6.79 8.65 983 8.68$8.80-$11.23 1,734 8.63 10.61 518 10.44$11.24-$15.91 1,706 6.84 13.90 1,191 13.28$15.92-$21.12 1,616 4.82 20.81 1,572 20.91$21.13-$83.10 1,172 2.85 36.52 1,172 36.52$1.50-$83.10 11,275 6.54 13.15 7,600 14.89Accumulated Other Comprehensive Income. Accumulated other comprehensive income, net of tax as applicable, consisted of the following: As of September 29, 2012 October 1, 2011 (In thousands)Foreign currency translation adjustments$107,720 $110,263Unrealized holding losses on derivative financial instruments(25,510) (31,984)Unrecognized net actuarial loss and unrecognized transition cost(18,731) (7,541)Total$63,479 $70,738Note 14. Other Income (Expense), NetThe following table summarizes the major components of other income (expense), net (in thousands): Year ended September 29, 2012 October 1, 2011 October 2, 2010Foreign exchange gains (losses)$(4,144) $435 $(2,490)Gain from investments— — 3,680Litigation settlement— — 35,556Other, net3,853 457 4,792Total$(291) $892 $41,538The Company reduces its exposure to currency fluctuations through the use of foreign currency hedging instruments, however, hedges areestablished based on forecasts of foreign currency transactions. To the extent actual amounts differ from forecasted amounts, the Company will have exposureto currency fluctuations, resulting in foreign exchange gains or losses.Note 15. Employee Benefit PlansThe Company has various defined contribution retirement plans that cover the majority of its domestic employees. These retirement plans permitparticipants to elect to have contributions made to the retirement plans in the form of salary deferrals. The Company made no contributions to these plans in2012, 2011 or 2010. The Company sponsors deferred compensation plans for eligible employees and non-employee members of its board of directors. These plans alloweligible participants to defer payment of all or part of their compensation. Deferrals under these81Table of Contentsplans were $1.2 million and $1.9 million for 2012 and 2011, respectively. As of September 29, 2012 and October 1, 2011, approximately $10.0 million ofassets and liabilities associated with these plans were recorded in other non-current assets and other long-term liabilities in the consolidated balance sheets. Prior to its merger with Sanmina Corporation in December 2001, SCI Systems had defined benefit pension plans covering substantially allemployees in the United States and Brockville, Ontario, Canada. These plans generally provided pension benefits that are based on compensation levels andyears of service. Annual contributions to the plans were made according to the established laws and regulations of the applicable countries and were fundedannually at amounts that approximated the maximum deductible for income taxes. Upon the merger between Sanmina Corporation and SCI Systems, benefitswere calculated and frozen. Employees who had not yet vested will continue to be credited with service until vesting occurs, but no additional benefits willaccrue. The Company also provides defined benefit pension plans in certain other countries. The assumptions used for calculating the obligation for non-U.S. plans depend on the local economic environment and regulations. The measurement date for the Company's pension plans is September 29, 2012.Changes in benefit obligations for the plans described above were as follows (in thousands): As of September 29, 2012 As of October 1, 2011 As of October 2, 2010Change in Benefit Obligations U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.Beginning projected benefit obligation $26,885 $25,396 $27,302 $29,346 $28,089 $26,110Service cost — 666 — 599 — 396Interest cost 1,027 1,388 1,050 1,382 1,364 1,213Actuarial (gain) loss 4,121 9,729 656 (5,891) 2,128 6,598Benefits paid (2,432) (722) (2,123) (723) (4,279) (773)Settlement / Curtailment — — — — — (1,252)Other (1) — (1,286) — 683 — (2,946)Ending projected benefit obligation $29,601 $35,171 $26,885 $25,396 $27,302 $29,346 Ending accumulated benefit obligation $29,601 $31,917 $26,885 $23,374 $27,302 $27,871(1) Related to fluctuations in exchange rates between foreign currencies and the U.S. dollar. 82Table of ContentsWeighted-average actuarial assumptions used to determine benefit obligations were as follows: U.S. Pensions Non-U.S. Pensions As of As of September 29, 2012 October 1, 2011 September 29, 2012 October 1, 2011Discount rate2.75% 4.00% 4.39% 5.80%Rate of compensation increases—% —% 0.97% 0.82% The Company evaluates these assumptions on a regular basis taking into consideration current market conditions and historical market data. Thediscount rate is used to measure expected future cash flows at present value on the measurement date. This rate represents the market rate for high-quality fixedincome investments. A lower discount rate would increase the present value of the benefit obligation. Other assumptions include demographic factors such asretirement, mortality, and turnover. Changes in plan assets and funded status for the plans described above were as follows (in thousands): As of September 29, 2012 As of October 1, 2011 As of October 2, 2010Change in Plan Assets U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.Beginning fair value $18,809 $26,087 $19,216 $26,771 $20,164 $17,315Actual return 2,466 1,144 892 1,249 2,661 882Employer contributions 1,600 295 824 294 670 11,327Benefits paid (2,432) (722) (2,123) (723) (4,279) (773)Actuarial loss — (463) — (1,533) — (871)Other (1) — (1,488) — 29 — (1,109)Ending fair value $20,443 $24,853 $18,809 $26,087 $19,216 $26,771Over (under) Funded Status $(9,158) $(10,318) $(8,076) $691 $(8,086) $(2,575)____________________(1) Related to fluctuations in exchange rates between foreign currencies and the US dollar.Weighted-average asset allocations by asset category for the U.S. and non-U.S. plans were as follows: U.S. Non-U.S. Level 1 Level 1 As of As of Target September 29, 2012 October 1, 2011 Target September 29, 2012 October 1, 2011Equity securities51% 52.6% 48.9% 20% 25.2% 19.0%Debt securities49% 47.4% 51.1% 80% 73.4% 80.7%Cash—% —% —% —% 1.4% 0.3%Total100% 100% 100% 100% 100% 100% In 2010, the Company adopted ASC Topic 715, Compensation- Retirement Benefits, and is required to disclose information about investmentpolicies and strategies, categories of plan assets, fair value measurement of plan assets and significant concentrations of credit risk. The Company'sinvestment strategy is designed to ensure that sufficient pension assets are available to pay benefits as they become due. In order to meet this objective, theCompany has established targeted investment allocation percentages for equity and debt securities as noted in the preceding table. As of September 29, 2012,U.S plan assets are invested in the following SEC registered mutual funds: Core Fixed Income Fund, S&P 500 Index Fund, World Equity ex-US Fund, HighYield Bond Fund, and Emerging Market Debt Fund. These mutual funds are valued based on the net asset value (NAV) of the underlying securities in anactive market, which is considered a Level 1 input under ASC Topic 820, Fair Value Measurements and Disclosures (refer to Note 5). The beneficialinterest of each participant is represented in units which are issued and redeemed daily at the fund's closing NAV. Non-U.S plan assets are invested inpublicly-traded mutual funds consisting of medium-term Euro bonds and stocks of companies in the European region. The mutual funds are valued83Table of Contentsusing the NAV that is quoted in an active market and is considered a Level 1 input under ASC Topic 820. The plans are managed consistent with regulationsor market practice of the country in which the assets are invested. As of September 29, 2012 there were no significant concentrations of credit risk related topension plan assets.The funded status of the plans, reconciled to the amount reported on the consolidated balance sheets, is as follows (in thousands): As of September 29, 2012 As of October 1, 2011 As of October 2, 2010 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.Over (under) Funded Status at Year End $(9,158) $(10,318) $(8,076) $691 $(8,086) $(2,575)Unrecognized transition obligation — 55 — 76 — 106Unrecognized net actuarial (gain) loss 10,674 8,631 9,822 (1,706) 10,427 2,647Net amount recognized in Consolidated Balance Sheet $1,516 $(1,632) $1,746 $(939) $2,341 $178Components of Net Amount Recognized inConsolidated Balance Sheet: Non-current assets $— $— $4,412 $— $—Current liabilities — (395) — (286) — (263)Non-current liabilities (9,158) (9,923) (8,076) (3,435) (8,086) (2,312)Accumulated other comprehensive income 10,674 8,686 9,822 (1,630) 10,427 2,753Net asset (liability) recognized in Consolidated Balance Sheet $1,516 $(1,632) $1,746 $(939) $2,341 $178Estimated amortization from accumulated other comprehensive income into net periodic benefit cost in 2013 is as follows (in thousands): U.S. Non-U.S.Amortization of actuarial loss$1,071 $328Amortization of transition obligation— 23Total$1,071 $351 84Table of ContentsComponents of net periodic benefit costs were as follows (in thousands): As of September 29, 2012 As of October 1, 2011 As of October 2, 2010 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.Service cost $— $666 $— $599 $— $396Interest cost 1,027 1,388 1,050 1,382 1,364 1,213Return on plan assets (784) (1,145) (1,162) (1,249) (1,244) (882)Settlement charge 635 — 532 — 1,382 (1,041)Amortization of: Actuarial (gain) or loss 951 26 1,000 78 1,201 (190)Transition obligation — 23 — 23 — 24Net periodic benefit cost $1,829 $958 $1,420 $833 $2,703 $(480)Weighted-average assumptions used to determine benefit costs were as follows: U.S. Pensions Non-U.S. Pensions As of As of September 29, 2012 October 1, 2011 September 29, 2012 October 1, 2011Discount rate4.00% 4.00% 5.80% 4.64%Expected return on plan assets4.25% 6.25% 4.80% 4.70%Rate of compensation increases—% —% 0.82% 0.38%The expected long-term rate of return on assets for the U.S. and non-U.S pension plans used in these calculations is assumed to be 4.25% and4.80%, respectively. Several factors, including historical rates of returns, expectations of future returns for each major asset class in which the plan invests,the weight of each asset class in the target mix, the correlations between asset classes and their expected volatilities are considered in developing the asset returnassumptions. Estimated future benefit payments are as follows: Pension Benefits (In thousands)2013$6,9502014$4,0102015$3,8972016$3,7622017$3,646Years 2018 through 2021$18,97585Table of ContentsNote 16. Business Segment, Geographic and Customer InformationASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments, products and services, geographicareas of operations and major customers. Operating segments are defined as components of an enterprise for which separate financial information is availableand evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance.Prior to the fourth quarter of 2012, the Company was managed as a single business - Electronic Manufacturing Services. Effective in the fourthquarter of 2012, the Company decided to change the way it managed the business in order to place more emphasis on components, products and servicesrequiring advanced technologies and / or addressing mission-critical applications. As a result, the Company's operations are managed as two businesses:1)Integrated Manufacturing Solutions (IMS), which is a single operating segment consisting of printed circuit board assembly and test, optical and RF(Radio Frequency) modules, final system assembly and test, and direct order fulfillment.2)Components, Products and Services (CPS), consisting of Components, which includes interconnect systems (printed circuit board fabrication andbackplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products, which includesmemory and SSD products from Viking Technology; products from SCI Technology for use in the defense and aerospace industry and storage productsfrom Newisys; and Services, which includes design, engineering, logistics and repair services.The Company evaluated its operating segments to determine whether they can be aggregated into reportable segments. Factors considered in thisevaluation were similarity regarding economic characteristics, products, production processes, type or classes of customers, distribution methods andregulatory environments. Based on this evaluation, the Company determined that it has only one reportable segment - IMS, which generated 81% of theCompany's net sales in 2012. The Company's CPS business consists of multiple operating segments which do not meet the quantitative threshold for beingpresented as reportable segments. Therefore, financial information for these operating segments will be presented in a single category entitled “Components,Products and Services (CPS)”.The Company's chief operating decision maker is the Chief Executive Officer and Chief Financial Officer and they allocate resources and assessperformance of operating segments based on a non-GAAP measure of revenue and gross profit that excludes items not directly related to the Company'songoing business operations. These items are typically either non-recurring or non-cash in nature.The accounting policies for each segment are the same as those disclosed by the Company for its consolidated financial statements. Intersegmentsales consist primarily of sales of components to IMS.The following table presents information for the following fiscal years:86Table of Contents Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Gross sales: IMS$4,975,156 $5,349,225 $5,021,818CPS1,259,052 1,405,833 1,431,533Intersegment revenue(140,874) (152,647) (134,660) Net Sales$6,093,334 $6,602,411 $6,318,691 Gross Profit: IMS$327,094 $374,763 $377,099 CPS113,621 137,854 115,350 Total440,715 512,617 492,449 Unallocated items (1)(4,933) (2,266) (9,459) Total$435,782 $510,351 $482,990 Depreciation and amortization: IMS$54,815 $57,229 $48,309CPS35,537 34,220 31,684Total90,352 91,449 79,993Unallocated corporate items (2)9,125 13,122 9,580Total$99,477 $104,571 $89,573 Capital expenditures: IMS$39,962 $57,478 $68,449CPS40,150 36,844 29,578Total80,112 94,322 98,027Unallocated corporate items (2)1,787 3,751 6,214Total$81,899 $98,073 $104,241(1) Represents amounts associated with items that management excludes from its measure of gross profit. These items include stock-based compensationexpense, amortization of intangible assets, charges or credits resulting from distressed customers and similar items that either occur infrequently or are of anon-operational nature.(2) Primarily related to selling, general and administration functions.87Table of Contents As of September 29, 2012 October 1, 2011 (In thousands)Long-lived assets (including assets held for sale): IMS$330,585 $327,783CPS194,646 189,414Total525,231 517,197Unallocated corporate items (1)54,346 84,825Total$579,577 $602,022(1) Primarily related to selling, general and administration functions.Information by geographic segment, determined based on the country in which a product is manufactured or a service is provided, was as follows: Year Ended September 29, 2012 October 1, 2011 October 2, 2010 (In thousands)Net sales: Domestic$1,106,446 $1,199,077 $1,324,856Mexico1,296,690 1,273,583 1,259,230China1,667,095 1,792,933 1,805,395Other international2,023,103 2,336,818 1,929,210Total$6,093,334 $6,602,411 $6,318,691 Percentage of net sales represented by ten largest customers49.7% 49.9% 49.9%Number of customers representing 10 % or more of net sales1 1 1 As of September 29, 2012 October 1, 2011 (In thousands)Long-lived assets (including assets held for sale): Domestic$163,443 $170,264Mexico119,032 111,964China89,175 89,111Other international207,927 230,683Total$579,577 $602,022Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.Item 9A. Controls and Procedures(a) Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Our management, including our Chief Executive Officer and Chief FinancialOfficer, conducted an evaluation of the effectiveness of our internal88Table of Contentscontrol over financial reporting as of September 29, 2012. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework, issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has concludedthat, as of September 29, 2012, our internal control over financial reporting was effective based on the COSO criteria. The effectiveness of our internal controlover financial reporting as of September 29, 2012 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their reportwhich is included in Item 8 of this Annual Report on Form 10-K. (b) Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct) that occurred during the quarter ended September 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controlover financial reporting. (c) Evaluation of Disclosure Controls and ProceduresOur management is responsible for establishing and maintaining our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls andprocedures will prevent all error and all fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable,not absolute, assurance that their objectives are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resourceconstraints, and the benefits of disclosure controls and procedures must be considered relative to their costs. Because of the inherent limitations in all controlsystems, no evaluation of disclosure controls and procedures can provide absolute assurance that all disclosure control issues and instances of fraud, if any,within the Company have been detected. Nonetheless, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 29,2012, (1) our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and (2) our disclosure controlsand procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the ExchangeAct is recorded, processed, summarized and reported as and when required, and that such information is accumulated and communicated to ourmanagement, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure. Item 9B. Other Information Effective November 15, 2012, Sanmina-SCI Corporation amended Article I of its Restated Certificate of Incorporation and its bylaws solely tochange the corporate name from "Sanmina-SCI Corporation" to "Sanmina Corporation".89Table of ContentsPART III The information called for by Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference from our definitive Proxy Statement to be filed inconnection with our 2013 Annual Meeting of Stockholders pursuant to Regulation 14A, except that the information regarding our executive officers called forby Item 401(b) of Regulation S-K has been included in Part I of this report.90Table of ContentsPART IV Item 15. Exhibits and Financial Statement Schedules (a)(1)Financial Statements. The following financial statements are filed under Item 8 hereof as part of this report: PageReport of Independent Registered Public Accounting Firm 53Financial Statements: Consolidated Balance Sheets, As of September 29, 2012 and October 1, 2011 54Consolidated Statements of Income, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010 55Consolidated Statements of Comprehensive Income, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010 56Consolidated Statements of Stockholders' Equity, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010 57Consolidated Statements of Cash Flows, Years Ended September 29, 2012, October 1, 2011 and October 2, 2010 58Notes to Consolidated Financial Statements 59 (2)Financial Statement Schedules.The following financial statement schedule of Sanmina Corporation is filed aspart of this report on Form 10-K immediately after the signature pages hereto and should be read in conjunction withour Financial Statements included in this Item 15: Schedule II-Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable or the required information is shown in the FinancialStatements or the notes thereto. (3)Exhibits.Refer to Item 15(b) immediately below.91Table of Contents(b)Exhibits 92Table of ContentsExhibitNumber Description 3.1(1) Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.3.2(2) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.3.3(3) Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, datedMay 31, 2001.3.4(4) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.3.5(5) Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008.3.6(6) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.3.7 Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware and effective November 15, 2012(filed herewith).4.1 (removed and reserved)4.2(7) (removed and reserved)4.3(8) (removed and reserved)4.4(9) (removed and reserved)4.5 (removed and reserved)4.6(10) (removed and reserved)4.7(11) (removed and reserved)4.8(12) Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder andU.S. Bank National Association, as trustee.4.9(13) First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.4.10(14) Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Associationas trustee, relating to the Senior Floating Rate Notes due 2014.4.11(15) Indenture, dated as of May 10, 2011, among Sanmina-SCI Corporation, certain subsidiaries of Sanmina-SCI Corporation, asguarantors, and U.S. Bank National Association, as trustee.4.12(15) Form of Note for Sanmina-SCI Corporation's 7% Senior Notes due 2019.4.13(15) Third Supplemental Indenture, dated as of May 10, 2011, by and between Sanmina- SCI Corporation and U.S. Bank NationalAssociation, as trustee.10.1 (removed and reserved)10.2(16)(17) 1999 Stock Plan.10.3(18) Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), datedFebruary 21, 2001.10.4(19) 1995 Director Option Plan.10.5 (removed and reserved)10.6 (removed and reserved)10.7 (removed and reserved)10.8(20) SCI Systems, Inc. 2000 Stock Incentive Plan.10.9(21) SCI Systems, Inc. Board of Directors Deferred Compensation Plan.10.10(22) Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation.10.11(23)(17) Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.10.12(24) Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden).10.13(25) Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland).10.14(26)(17) Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.93Table of Contents10.15(27) 2003 Employee Stock Purchase Plan.10.16(28) Randy Furr separation agreement.10.17(29)(17) Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler.10.18(30) Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCITechnology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V.,Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and FoxteqHoldings, Inc.10.19(31) Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCITechnology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V.,Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and FoxteqHoldings, Inc., dated July 7, 2008.10.20(32) Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. deC.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRLde C.V.10.21(33)(17) Revised form of Officer and Director Indemnification Agreement.10.22(34) Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as DesignatedCanadian Guarantors, the financial institutions party thereto from time to time as its subsidiaries as borrowers, Sanmina-SCISystems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders.10.23(35)(17) 2009 Incentive Plan, as amended on March 12, 2012.10.24(36) Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein andDeutsche Bank AG, New York Branch, as administrative agent and collateral agent.10.25(37)(17) Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009.10.27 (removed and reserved)10.28(38)(17) Form of Stock Option Agreement for use under the 2009 Incentive Plan.10.29(39)(17) Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan.10.30(40)(17) Form of Restricted Stock Agreement for use under the 2009 Incentive Plan.10.31(41)(17) Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau.10.32(42)(17) Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007.10.33(43)(17) Form of Change of Control Severance Benefit Agreement.10.34(44) Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among theRegistrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., asDesignated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.10.35(45) Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement datedNovember 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lendersunder the Loan and Security Agreement.10.36(46)(17) Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010.10.37 (47)(17) Description of Calendar 2012 Non-Employee Director Compensation Arrangements (filed herewith).10.38(47) Amendment No. 2 dated as of December 20, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI BrockvilleCorp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for suchlenders.10.39(48) Agreement and Release between the Company and Hari Pillai dated May 5, 2011.10.40(49) Purchase Agreement among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc.,Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated dated April 26, 2011.10.41 (removed and reserved)10.42(50) Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of itssubsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors,the financial institutions party thereto and Bank of America, N.A., as agent for such lenders.94Table of Contents10.43 Amendment No. 1 dated as of July 12, 2012 to Amended and Restated Loan, Guaranty and Security Agreement dated as of March16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCIBrockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agentfor such lenders (filed herewith).10.44 Loan Agreement between the Registrant and Union Bank N.A. dated July 19, 2012 (filed herewith).14.1 Code of Business Conduct and Ethics of the Registrant (filed herewith).21.1 Subsidiaries of the Registrant (filed herewith).23.1 Consent of KPMG LLP, independent registered public accounting firm (filed herewith).31.1 Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2 Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1(51) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (furnished herewith).32.2(51) Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (furnished herewith).101.INS (52) XBRL Instance Document 101.SCH (52) XBRL Taxonomy Extension Schema Document 101.CAL (52) XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF (52) XBRL Taxonomy Extension Definition Linkbase Document 101.LAB (52) XBRL Taxonomy Extension Label Linkbase Document 101.PRE (52) XBRL Taxonomy Extension Presentation Linkbase Document95Table of Contents(1) Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC FileNo. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996.(2) Incorporated by reference to Exhibit 3.1(a) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed withthe SEC on May 11, 2001.(3) Incorporated by reference to Exhibit 3.1.2 to the Registrant's Registration Statement on Form S-4, filed with the SEC on August 10, 2001.(4) Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed withthe SEC on December 21, 2001.(5) Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, filed with the SEC on December 5, 2008.(6) Incorporated by reference to Exhibit 3.6 to Registrant's Current Report on Form 8-K, filed with the SEC on August 19, 2009.(7) (removed and reserved)(8) (removed and reserved)(9) (removed and reserved)(10) (removed and reserved)(11) (removed and reserved)(12) Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on February 17, 2006.(13) Incorporated by reference to Exhibit 4.14.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed withthe SEC on January 3, 2007.(14) Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on June 13, 2007.(15) Incorporated by reference from exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on May 10, 2011.(16) Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on May 25, 1999.(17) Compensatory plan in which an executive officer or director participates.(18) Incorporated by reference to Exhibit 10.29.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(19) Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC onMarch 19, 1997.(20) Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.(21) Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.(22) Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC onFebruary 19, 1993.(23) Incorporated by reference to Exhibit 10.75 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(24) Incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(25) Incorporated by reference to Exhibit 10.50.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(26) Incorporated by reference to Exhibit 10.74 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(27) Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the SEC on April 23, 2003.(28) Incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with theSEC on December 29, 2005.(29) Incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed withthe SEC on November 28, 2007.(30) Incorporated by reference to Exhibit 10.64 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed withthe SEC on May 6, 2008.96Table of Contents(31) Incorporated by reference to Exhibit 10.71 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(32) Incorporated by reference to Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed withthe SEC on May 6, 2008(33) Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(34) Incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with theSEC on May 1, 2012.(35) Incorporated by reference to Exhibit 10.37 of the Registrant's Registration Statement on Form S-8, filed with the SEC on February 9, 2011.(36) Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filedwith the SEC on February 2, 2009.(37) Incorporated by reference to Exhibit 10.40 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009.(38) Incorporated by reference to Exhibit 10.43 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(39) Incorporated by reference to Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(40) Incorporated by reference to Exhibit 10.45 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(41) Incorporated by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with theSEC on December 1, 2009.(42) Incorporated by reference to Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with theSEC on December 1, 2009.(43) Incorporated by reference to Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010, filed withthe SEC on February 5, 2010.(44) Incorporated by reference to Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with theSEC on April 30, 2010.(45) Incorporated by reference to Exhibit 10.50 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with theSEC on April 30, 2010.(46) Incorporated by reference to Exhibit 10.51 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010, filed with theSEC on August 5, 2010.(47) Incorporated by reference to the same number exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2011,filed with the SEC on February 8, 2011.(48) Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with theSEC on August 1, 2011.(49) Incorporated by reference to Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with theSEC on August 1, 2011.(50) Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed withthe SEC on May 1, 2012.(51) This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities ofthat Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,whether made before or after the date hereof and irrespective of any general incorporation language in any filings.(52) XBRL (Extensible Business Reporting Language) information is furnished and not filed or part of a registration statement or prospectus forpurposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of1934, and otherwise is not subject to liability under these Sections.(c) Financial Statement Schedules. See Item 15(a)(2) above.97Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. Sanmina Corporation(Registrant) By:/s/ JURE SOLA Jure Sola Chairman and Chief Executive OfficerDate: November 20, 2012 98Table of ContentsPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant andin the capacities and on the dates indicated.99Table of ContentsPOWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Jure Sola and Michael R .Tyler and each of them, his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and allcapacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents inconnection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power andauthority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could doin person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, maylawfully do or cause to be done by virtue hereof.SignatureTitleDate /s/ JURE SOLAChief Executive Officer and Director(Principal Executive Officer)November 20, 2012Jure Sola /s/ ROBERT K. EULAUChief Financial Officer(Principal Financial Officer)November 20, 2012Robert K. Eulau /s/ TODD SCHULLSenior Vice President and Corporate Controller(Principal Accounting Officer)November 20, 2012Todd Schull /s/ NEIL BONKEDirectorNovember 16, 2012Neil Bonke /s/ JOHN P. GOLDSBERRYDirectorNovember 16, 2012John P. Goldsberry /s/ JOSEPH LICATADirectorNovember 16, 2012Joseph Licata /s/ JEAN MANASDirectorNovember 16, 2012Jean Manas /s/ MARIO M. ROSATIDirectorNovember 20, 2012Mario M. Rosati /s/ A. EUGENE SAPP, JR.DirectorNovember 16, 2012A. Eugene Sapp, Jr. /s/ WAYNE SHORTRIDGEDirectorNovember 16, 2012Wayne Shortridge /s/ JACKIE M. WARDDirectorNovember 20, 2012Jackie M. Ward 100Table of ContentsFINANCIAL STATEMENT SCHEDULE The financial statement Schedule II-VALUATION AND QUALIFYING ACCOUNTS is filed as part of this Form 10-K. SANMINA CORPORATIONSCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS Balance atBeginning ofPeriod Charged(Credited) toOperations Charges Utilized Balance at Endof Period (In thousands)Allowances for Doubtful Accounts, Product Returns and Other Net Sales adjustments Fiscal year ended October 2, 2010$13,422 $3,571 $(241) $16,752Fiscal year ended October 1, 2011$16,752 $(1,187) $(1,028) $14,537Fiscal year ended September 29, 2012$14,537 $(826) $(1,679) $12,032101Table of ContentsEXHIBIT INDEXExhibitNumber Description 3.1(1) Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.3.2(2) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.3.3(3) Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, datedMay 31, 2001.3.4(4) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.3.5(5) Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008.3.6(6) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.3.7 Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware and effective November 15, 2012(filed herewith).4.1 (removed and reserved)4.2(7) (removed and reserved)4.3(8) (removed and reserved)4.4(9) (removed and reserved)4.5 (removed and reserved)4.6(10) (removed and reserved)4.7(11) (removed and reserved)4.8(12) Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder andU.S. Bank National Association, as trustee.4.9(13) First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee.4.10(14) Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Associationas trustee, relating to the Senior Floating Rate Notes due 2014.4.11(15) Indenture, dated as of May 10, 2011, among Sanmina-SCI Corporation, certain subsidiaries of Sanmina-SCI Corporation, asguarantors, and U.S. Bank National Association, as trustee.4.12(15) Form of Note for Sanmina-SCI Corporation's 7% Senior Notes due 2019.4.13(15) Third Supplemental Indenture, dated as of May 10, 2011, by and between Sanmina-SCI Corporation and U.S. Bank NationalAssociation, as trustee.10.1 (removed and reserved)10.2(16)(17) 1999 Stock Plan.10.3(18) Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), datedFebruary 21, 2001.10.4(19) 1995 Director Option Plan.10.5 (removed and reserved)10.6 (removed and reserved)10.7 (removed and reserved)10.8(20) SCI Systems, Inc. 2000 Stock Incentive Plan.10.9(21) SCI Systems, Inc. Board of Directors Deferred Compensation Plan.10.10(22) Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation.10.11(23)(17) Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.10.12(24) Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden).10.13(25) Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland).102Table of Contents10.14(26)(17) Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.10.15(27) 2003 Employee Stock Purchase Plan.10.16(28) Randy Furr separation agreement.10.17(29)(17) Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler.10.18(30) Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCITechnology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V.,Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and FoxteqHoldings, Inc.10.19(31) Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCITechnology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V.,Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and FoxteqHoldings, Inc., dated July 7, 2008.10.20(32) Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. deC.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRLde C.V.10.21(33)(17) Revised form of Officer and Director Indemnification Agreement.10.22(34) Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as DesignatedCanadian Guarantors, the financial institutions party thereto from time to time as its subsidiaries as borrowers, Sanmina-SCISystems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders.10.23(35)(17) 2009 Incentive Plan, as amended on March 12, 2012.10.24(36) Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein andDeutsche Bank AG, New York Branch, as administrative agent and collateral agent.10.25(37)(17) Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009.10.27 (removed and reserved)10.28(38)(17) Form of Stock Option Agreement for use under the 2009 Incentive Plan.10.29(39)(17) Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan.10.30(40)(17) Form of Restricted Stock Agreement for use under the 2009 Incentive Plan.10.31(41)(17) Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau.10.32(42)(17) Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007.10.33(43)(17) Form of Change of Control Severance Benefit Agreement.10.34(44) Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among theRegistrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., asDesignated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders.10.35(45) Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement datedNovember 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lendersunder the Loan and Security Agreement.10.36(46)(17) Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010.10.37 (47)(17) Description of Calendar 2012 Non-Employee Director Compensation Arrangements (filed herewith).10.38(47) Amendment No. 2 dated as of December 20, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI BrockvilleCorp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for suchlenders.10.39(48) Agreement and Release between the Company and Hari Pillai dated May 5, 2011.10.40(49) Purchase Agreement among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc.,Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated dated April 26, 2011.10.41 (removed and reserved)10.42(50) Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16, 2012 among the Registrant and certain of itssubsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors,the financial institutions party thereto and Bank of America, N.A., as agent for such lenders.103Table of Contents10.43 Amendment No. 1 dated as of July 12, 2012 to Amended and Restated Loan, Guaranty and Security Agreement dated as of March16, 2012 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCIBrockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A., as agentfor such lenders (filed herewith).10.44 Loan Agreement between the Registrant and Union Bank N.A. dated July 19, 2012 (filed herewith).14.1 Code of Business Conduct and Ethics of the Registrant (filed herewith).21.1 Subsidiaries of the Registrant (filed herewith).23.1 Consent of KPMG LLP, independent registered public accounting firm (filed herewith).31.1 Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2 Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1(51) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (furnished herewith).32.2(51) Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).101.INS (52) XBRL Instance Document 101.SCH (52) XBRL Taxonomy Extension Schema Document 101.CAL (52) XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF (52) XBRL Taxonomy Extension Definition Linkbase Document 101.LAB (52) XBRL Taxonomy Extension Label Linkbase Document 101.PRE (52) XBRL Taxonomy Extension Presentation Linkbase Document104Table of Contents(1) Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC FileNo. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996.(2) Incorporated by reference to Exhibit 3.1(a) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed withthe SEC on May 11, 2001.(3) Incorporated by reference to Exhibit 3.1.2 to the Registrant's Registration Statement on Form S-4, filed with the SEC on August 10, 2001.(4) Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed withthe SEC on December 21, 2001.(5) Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, filed with the SEC on December 5, 2008.(6) Incorporated by reference to Exhibit 3.6 to Registrant's Current Report on Form 8-K, filed with the SEC on August 19, 2009.(7) (removed and reserved)(8) (removed and reserved)(9) (removed and reserved)(10) (removed and reserved)(11) (removed and reserved)(12) Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on February 17, 2006.(13) Incorporated by reference to Exhibit 4.14.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed withthe SEC on January 3, 2007.(14) Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on June 13, 2007.(15) Incorporated by reference from exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on May 10, 2011.(16) Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on May 25, 1999.(17) Compensatory plan in which an executive officer or director participates.(18) Incorporated by reference to Exhibit 10.29.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(19) Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC onMarch 19, 1997.(20) Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.105Table of Contents(21) Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on December 20, 2001.(22) Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC onFebruary 19, 1993.(23) Incorporated by reference to Exhibit 10.75 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(24) Incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(25) Incorporated by reference to Exhibit 10.50.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed withthe SEC on December 4, 2002.(26) Incorporated by reference to Exhibit 10.74 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(27) Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the SEC on April 23, 2003.(28) Incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with theSEC on December 29, 2005.(29) Incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed withthe SEC on November 28, 2007.(30) Incorporated by reference to Exhibit 10.64 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed withthe SEC on May 6, 2008.(31) Incorporated by reference to Exhibit 10.71 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(32) Incorporated by reference to Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed withthe SEC on May 6, 2008(33) Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed withthe SEC on August 4, 2008.(34) Incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with theSEC on May 1, 2012.(35) Incorporated by reference to Exhibit 10.37 of the Registrant's Registration Statement on Form S-8, filed with the SEC on February 9, 2011.(36) Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filedwith the SEC on February 2, 2009.(37) Incorporated by reference to Exhibit 10.40 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009.(38) Incorporated by reference to Exhibit 10.43 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(39) Incorporated by reference to Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(40) Incorporated by reference to Exhibit 10.45 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed withthe SEC on May 5, 2009(41) Incorporated by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with theSEC on December 1, 2009.(42) Incorporated by reference to Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, filed with theSEC on December 1, 2009.(43) Incorporated by reference to Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010, filed withthe SEC on February 5, 2010.(44) Incorporated by reference to Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with theSEC on April 30, 2010.(45) Incorporated by reference to Exhibit 10.50 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010, filed with theSEC on April 30, 2010.(46) Incorporated by reference to Exhibit 10.51 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010, filed with theSEC on August 5, 2010.(47) Incorporated by reference to the same number exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2011,filed with the SEC on February 8, 2011.106Table of Contents(48) Incorporated by reference to Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with theSEC on August 1, 2011.(49) Incorporated by reference to Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2011, filed with theSEC on August 1, 2011.(50) Incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed withthe SEC on May 1, 2012.(51) This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities ofthat Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,whether made before or after the date hereof and irrespective of any general incorporation language in any filings.(52) XBRL (Extensible Business Reporting Language) information is furnished and not filed or part of a registration statement or prospectus forpurposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of1934, and otherwise is not subject to liability under these Sections.107EXHIBIT 3.7CERTIFICATE OF OWNERSHIP AND MERGERMERGINGSANMINA SUB CORPORATION(a Delaware corporation)WITH AND INTOSANMINA-SCI CORPORATION(a Delaware corporation)(Pursuant to Section 253 of theDelaware General Corporation Law)Sanmina-SCI Corporation, a Delaware corporation (the “Corporation”), does hereby certify:FIRST: The Corporation owns all of the outstanding shares of capital stock of Sanmina Sub Corporation, a Delawarecorporation (“Merger Subsidiary”).SECOND: The Board of Directors of the Corporation, by the resolutions duly adopted on October 27, 2012 by theunanimous written consent of the Board of Directors, acting without a meeting pursuant to Section 141(f) of the Delaware GeneralCorporation Law, which resolutions are attached hereto as Exhibit A, determined to merge Merger Subsidiary with and into theCorporation pursuant to Section 253 of the Delaware General Corporation Law.THIRD: The Corporation shall be the surviving corporation in the merger and, from and after the time of the merger,the name of the surviving corporation shall be “Sanmina Corporation.”FOURTH: That this Certificate of Ownership and Merger (and the merger referenced herein) shall be effective at12:01 a.m. Eastern Time on November 15, 2012.[Signature page follows]IN WITNESS WHEREOF, Sanmina-SCI Corporation has caused this Certificate of Ownership and Merger to be executed by its dulyauthorized officer on the date set forth below.SANMINA-SCI CORPORATION By: __/s/ Jure Sola___________________Name: Jure Sola Title: Chief Executive Officer Dated: October 30, 2012______________EXHIBIT AWHEREAS, the Board of Directors (the “Board”) of Sanmina-SCI Corporation, a Delaware corporation (the“Corporation”) has determined that it is in the best interests of the Corporation and its shareholders to change its corporate name to“Sanmina Corporation”.WHEREAS, the Board has determined that the most desirable method of effecting such name change would be tomerge a wholly-owned subsidiary of the Corporation, with and into the Corporation pursuant to Section 253 of the Delaware GeneralCorporation Law (the “DGCL”) and to change its name in such merger pursuant to Section 253(b) of the DGCL.WHEREAS, the Corporation owns all of the outstanding capital stock of Sanmina Sub Corporation, a Delawarecorporation (“Merger Subsidiary”).NOW, THEREFORE, IT IS:RESOLVED, that the Corporation merge, and it does hereby merge into itself Merger Subsidiary (the “Merger”),whereupon the separate existence of Merger Subsidiary shall cease, and the Corporation assumes all of the obligations of MergerSubsidiary.RESOLVED, that the Corporation shall be the surviving corporation in the Merger (sometimes referred tohereinafter as the “Surviving Corporation”).RESOLVED, that the Merger is hereby approved and authorized pursuant to the provisions of Section 253 of theDGCL.RESOLVED, that the Merger shall become effective upon the filing of a Certificate of Ownership and Merger withthe Secretary of State of the State of Delaware or at such subsequent time as shall be specified and set forth in such Certificate ofOwnership and Merger (the time of such effectiveness being referred to as the “Effective Time”).RESOLVED, that the directors of the Corporation immediately prior to the Effective Time shall be the directors ofthe Surviving Corporation, and the officers of the Corporation immediately prior to the Effective Time shall be the officers of theSurviving Corporation.RESOLVED, that, the Restated Certificate of Incorporation of the Corporation as in effect immediately prior to theEffective Time shall be the certificate of incorporation of the Surviving Corporation, except that Article 1 of the Restated Certificate ofIncorporation shall be amended at the Effective Time in the Merger to read in its entirety as follows: “1. The name of this corporationis Sanmina Corporation (the “Corporation”).”RESOLVED, that except for the foregoing amendment to Article 1, the Restated Certificate of Incorporation of theCorporation shall remain unchanged by the Merger until further amended in accordance applicable law. RESOLVED, that the Amended and Restated Bylaws of the Corporation approved by the Board of Directors on December 1,2008 (the “Bylaws”) be amended, at and as of the Effective Time, to replace “Sanmina-SCI Corporation” with “Sanmina Corporation”in each place therein that the former appears, and the “Authorized Officers” (as defined below) are directed to cause such changes to bemade to the Bylaws promptly following the Effective Time.RESOLVED, that, except as provided in the immediately preceding resolution, the Bylaws as in effect immediatelyprior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law.RESOLVED, that by virtue of the Merger and without any action on the part of any holder thereof, as of theEffective Time each outstanding share of capital stock of the Corporation shall remain unchanged and continue to remain outstanding asone share of the corresponding capital stock of the Surviving Corporation, held by the same holder who held such share immediatelyprior to the Effective Time.RESOLVED, that at the Effective Time, a stock certificate that represented a share of capital stock of the Corporationimmediately prior to the Effective Time shall continue to represent such corresponding share of capital stock of the SurvivingCorporation as of the Effective Time.RESOLVED, that at the Effective Time, by virtue of the Merger and without any action on the part of the holderthereof, each then outstanding share of capital stock of Merger Subsidiary shall be cancelled and no consideration shall be issued inrespect thereof.RESOLVED, that each of the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President,any Senior Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary (each, an “Authorized Officer”)is hereby authorized on behalf of the Corporation, whether acting alone or together with any other such officer, to take any and allaction, to execute and deliver any and all documents, agreements and instruments, to take any and all steps, to make all filings(including, without limitation, as may be required by the rules or requirements of any securities exchange on which the securities of theCorporation are listed or admitted for trading), to incur and pay all related fees and expenses, in each case as deemed by any suchAuthorized Officer to be advisable to carry out the purpose and intent of each of the foregoing resolutions and the transactionscontemplated thereby (the advisability of which shall be conclusively evidenced by the taking of such action or the execution of suchdocument, agreement or instrument).RESOLVED, that each Authorized Officer, whether acting alone or together with any other such officer, is herebydirected and authorized to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to mergeMerger Subsidiary into the Corporation and to assume Merger Subsidiary's obligations and the date of adoption thereof, and to cause suchCertificate of Ownership and Merger to be filed with the Secretary of State of the State of Delaware.RESOLVED, that all actions heretofore taken by any officer, director, employee or agent of the Corporation inconnection with any matter referred to in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects asfully as if such actions had been presented to this Board of Directors for its approval prior to such actions being taken.Exhibit 10.37CALENDAR 2012 NON-EMPLOYEE DIRECTOR COMPENSATIONCompensation ElementAmountBoard Cash CompensationAnnual retainer - $80,000 1 Annual Equity CompensationAggregate of $150,000 in value of stock options and restricted stockunits determined as follows:- A number of stock options valued at $50,000 at the time ofgrant calculated using the Company's stock compensationvaluation2 practices for financial reporting- A number of restricted stock units calculated by dividing$100,000 by the closing stock price on the date of grant 2- Both grants vest as to 25% of the shares subject thereto on thefirst four quarterly anniversaries of the date of grantAnnual Lead Director Cash CompensationAdditional retainer: $30,0001Committee Member Cash CompensationAnnual retainer: 1Audit Committee: $15,000Compensation Committee: $10,000Nominating and Governance Committee: $10,000Annual Committee Chair Cash CompensationAdditional retainer: 1Audit Committee: $15,000Compensation Committee: $10,000Nominating and Governance Committee: $10,000 1Directors may elect to receive cash retainers in the form of restricted stock units with value equal to 133% of the forgone cash compensation and which vest infull on the day immediately prior to the annual meeting of stockholders held following the grant date.2Represents amount of equity granted to Board members elected at annual meetings of stockholders. For members appointed between annual meetings ofstockholders, grant amounts are pro rated based upon the time between the last annual meeting of stockholders and the date of appointment. Exhibit 10.43AMENDMENT NO. 1 TO AMENDED AND RESTATEDLOAN, GUARANTY AND SECURITY AGREEMENTThis Amendment No. 1 to the Amended and Restated Loan, Guaranty and Security Agreement (this “Amendment”),dated as of July 12, 2012, is made by SANMINA-SCI CORPORATION, a Delaware corporation (“Sanmina”), HADCOCORPORATION, a Massachusetts corporation (“Hadco”), HADCO SANTA CLARA, INC., a Delaware corporation (“HadcoSanta Clara”), SANMINA‑SCI SYSTEMS HOLDINGS, INC., a Delaware corporation (“SSCI Holdings”), SCITECHNOLOGY, INC., an Alabama corporation (“SCI Technology”, and together with Sanmina, Hadco, Hadco Santa Clara, andSSCI Holdings, collectively, “Borrowers”), SANMINA-SCI SYSTEMS (CANADA) INC., a Nova Scotia limited company, andSCI BROCKVILLE CORP., a Nova Scotia unlimited company, each as a Designated Canadian Guarantor (as defined in theAmended and Restated Loan Agreement referred to below), the financial institutions listed on the signature pages hereof as Lenders, andBANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).RECITALSReference is hereby made to the Amended and Restated Loan, Guaranty and Security Agreement dated as of March 16,2012 (the “Loan Agreement”) among the Borrowers, the Designated Canadian Guarantors, the Lenders from time to time party theretoand the Agent.The parties hereto agree to amend the Loan Agreement as set forth herein on the terms and conditions set forth herein.AGREEMENTNOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:1.Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein and definedin the Loan Agreement shall be used herein as so defined. Unless otherwise expressly stated herein, all Section referencesherein shall refer to Sections of the Loan Agreement.2.Amendment to Loan Agreement. Section 10.2.1(q) of the Loan Agreement is hereby replaced in itsentirety with the following:“Debt incurred by Sanmina or any Subsidiary pursuant to arrangements for extended financing of accounts payable tosuppliers in an aggregate amount not to exceed the Dollar Equivalent of $100,000,000 at any time.”3.Conditions Precedent. This Amendment shall become effective as of the date first above written (the“Amendment No. 1 Effective Date”) if on or before July 12, 2012, (a) the Agent shall have received counterparts of thisAmendment executed by the Obligors and the Required Lenders (or, as to any of such Lenders, advice satisfactory to the Agentthat such Lenderhas executed this Amendment); and (b) all fees and expenses due and payable under the Loan Agreement shall have been paid.4.Representations and Warranties. Each Obligor hereby represents and warrants to the Agent and theLenders that, as of the Amendment No. 1 Effective Date and after giving effect to this Amendment, (a) all representations andwarranties set forth in the Loan Documents are true and correct in all material respects as if made again on and as of theAmendment No. 1 Effective Date (except for those which by their terms specifically refer to an earlier date, in which casesuch representations and warranties shall be true and correct in all material respects as of such earlier date), (b) no Default orEvent of Default has occurred and is continuing and (c) the Loan Agreement (as amended by this Amendment) and all otherLoan Documents are and remain legal, valid, binding and enforceable obligations of the Obligors in accordance with the termsthereof except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limitingcreditors' rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).5.Reference to Agreement. Each of the Loan Documents, including the Loan Agreement and theGuaranty, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant tothe terms hereof or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any referencein such Loan Documents to the Loan Agreement, whether direct or indirect, shall mean a reference to the Loan Agreement asamended hereby. This Amendment shall constitute a Loan Document.6.Costs and Expenses. The Company shall pay on demand all reasonable costs and expenses of theAgent and the Lenders (including the reasonable fees, costs and expenses of counsel to the Agent and the Lenders) incurred inconnection with the preparation, execution and delivery of this Amendment.7.Governing Law. This Amendment shall be construed in accordance with and governed by the laws ofthe State of New York.8.Execution. This Amendment may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which takentogether shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to thisAmendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.[The remainder of this page is intentionally left blank.]IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by theirrespective officers thereunto duly authorized as of the date first written above.BORROWERS:Sanmina-SCI CorporationBy: /s/ Robert K. Eulau Name: Robert K. EulauTitle: Chief Financial Officer Hadco CorporationHadco Santa Clara, Inc.Sanmina-SCI Systems Holdings, Inc.SCI Technology, Inc.By: /s/ Christopher K. Sadeghian Name: Christopher K. SadeghianTitle: SecretaryAmendment No. 1 to Amended and Restated Loan, Guaranty and Security Agreement (Sanmina)GUARANTORS:SCI Brockville Corp. By: /s/ Christopher K. Sadeghian Name: Christopher K. SadeghianTitle: DirectorSanmina-SCI Systems (Canada) Inc. By: /s/ Christopher K. Sadeghian Name: Christopher K. SadeghianTitle: SecretaryAGENT AND LENDERS:BANK OF AMERICA, N.A.,as Agent and LenderBy: /s/ Stephen King Name: Stephen KingTitle: Senior Vice PresidentDEUTSCHE BANK TRUST COMPANY AMERICAS, as LenderBy: Name:Title:By: Name:Title:MORGAN STANLEY SENIOR FUNDING, INC.,as LenderBy: Name:Title:MORGAN STANLEY BANK, N.A., as LenderBy: /s/ Penny Tsekouras Name: Penny TseKourasTitle: Authorized SignatoryHSBC BANK USA, N.A., as LenderBy: /s/ Janet K. Lee Name: Janet K. LeeTitle: Vice PresidentGOLDMAN SACHS BANK USA, as LenderBy:/s/ Michelle Latzoni Name: Michelle Latzoni Title: Authorized SignatorySIEMENS FINANCIAL SERVICES, INC., as LenderBy: /s/ Jeffrey Jervese Name: Jeffrey JerveseTitle: Vice PresidentBy: /s/ John Finore Name: John FinoreTitle: Vice PresidentWELLS FARGO BANK, N.A.as LenderBy: /S/ Peter Aziz Name: Peter AzizTitle: Vice PresidentExhibit 10.44LOAN AGREEMENTThis LOAN AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) dated as ofJuly 19, 2012, made by SANMINA-SCI CORPORATION, a Delaware corporation, having an address at 2700 North First Street, San Jose,California (“Borrower”), and UNION BANK, N.A., a national banking association, having an office at Technology, Media andTelecommunications Group, National Banking, 350 California Street 17th floor, San Francisco, CA 94104 (“Bank”).W I T N E S S E T H :WHEREAS, Bank has agreed to make a loan (the “Loan”) to Borrower in the principal amount of $40,000,000.00 (the “Loan Amount”);andWHEREAS, as a condition to Bank extending the Loan to Borrower, Bank requires that the parties enter into an agreement governing theparties rights and obligations under the Loan on the terms, provisions, covenants and conditions hereinafter set forth.NOW THEREFORE, the parties hereto agree as follows:1. Definitions. All terms used herein but not otherwise defined shall have the following meanings:“ABL Credit Agreement” means that certain Amended and Restated Loan, Guaranty and Security Agreement, dated as of March 16, 2012, amongBorrower, Hadco Corporation, Hadco Santa Clara, Inc., Sanmina SCI Systems Holdings, Inc., and SCI Technology, Inc., as borrowers, Sanmina-SCI Systems (Canada) Inc. and SCI Brockville Corp. as guarantors, the lenders party thereto and Bank of America, N.A. as agent for the lendersparty thereto; provided, that references herein to the ABL Credit Agreement shall be deemed to refer to the ABL Credit Agreement as in effect as ofthe date hereof or as subsequently amended, modified, restated or supplemented (provided that any such amendment, modification, restatement orsupplement shall not affect the terms of this Agreement unless agreed by Bank in writing), and regardless of whether any obligations of Borrowerremain outstanding thereunder (it being understood that the foregoing shall not in any way limit the ability of Borrower to amend, restate, modify orsupplement the ABL Credit Agreement with the parties thereto).“ABL Debt” means all outstanding “Obligations” under, and as defined in, the ABL Credit Agreement.“Affiliate” means, with respect to a certain Person, any other Person that directly or indirectly controls, or is under common control with, or iscontrolled by, such Person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management orpolicies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlativemeanings.“Anti-Terrorism Laws” means any laws relating to terrorism or money laundering, including the Patriot Act.“Applicable Law” means all laws, rules, regulations and binding governmental guidelines applicable to the Person, conduct, transaction, agreement ormatter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes,rules, regulations, orders, rulings and decrees of Governmental Authorities having jurisdiction over such Person.“Applicable Margin” means, (a) with respect to Prime Rate Loans, one and one-half (1.5) percentage points (150 basis points) and (b) with respectto LIBOR Rate Loans, two and one-half (2.5) percentage points (250 basis points).“Appraisal” means an MAI-appraisal of the Mortgaged Property satisfactory to Bank as determined by an Appraiser. Borrower shall pay the cost andexpenses of any such Appraisal, including, without limitation, the fees of any such Appraiser.“Appraiser” means an independent MAI-appraiser selected by Bank with at least five (5) years experience in real estate appraisals (as well as priorexperience in appraising property similar to that of the Mortgaged Property) in the jurisdiction in which the Property is located.“Asset Disposition” means a sale, lease, license, consignment, transfer or other disposition of Property of Borrower and for purposes of thedefinition of Net Income, Borrower's Subsidiaries, including (a) a disposition of Property in connection with a sale-leaseback transaction or syntheticlease and (b) any involuntary loss resulting from a casualty event or condemnation.“Bank Parties” is defined in Section 10.“Bankruptcy Code” means Title 11 of the United States Code.“Board of Governors” means the Board of Governors of the Federal Reserve System.“Borrowed Money” means, with respect to any Person, without duplication, its (a) Debt that (i) arises from the lending of money by any Person tosuch Person, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type uponwhich interest charges are customarily paid (excluding accounts payables owing in the Ordinary Course of Business), or (iv) was issued or assumedas full or partial payment for Property (excluding accounts payables owing in the Ordinary Course of Business); (b) Capital Leases;(c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person;provided that in no event shall Borrowed Money include any obligations under or with respect to an operating lease (regardless of any change in thetreatment thereof under GAAP with respect to operating leases outstanding prior to the effectiveness of any such change in treatment).“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, orare in fact closed in, California, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted betweenbanks in the London interbank Eurodollar market.“Capital Lease” means any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by (i) the United States government or any agency orinstrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), or (ii) any member of theEuropean Economic Area or Switzerland, or any agency or instrumentality thereof (provided that such country, agency or instrumentality has a creditrating at least equal to that of the United States and the full faith and credit of such country is pledged in support thereof), in each case, with suchsecurities having maturities of not more than thirteen months from the date of acquisition; (b) marketable general obligations issued by any state of theUnited States of America or any political subdivision of any such state or any public instrumentality thereof maturing within thirteen months from thedate of acquisition thereof (provided that the full faith and credit of such state is pledged in support thereof) and, at the time of acquisition thereof,having credit ratings of at least AA- (or the equivalent) by S&P and at least Aa3 (or the equivalent) by Moody's; (c) certificates of deposit, timedeposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of not more than thirteen months from the dateof acquisition thereof issued by any commercial bank organized in the United States of America, Canada, Japan or Switzerland or any member of theEuropean Economic Area, in each case, of recognized standing and having combined capital and surplus in excess of $500,000,000 (or the foreigncurrency equivalent thereof); (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described inclauses (a), (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above; (e) commercial paper having a rating at thetime of acquisition thereof of at least A-1 from S&P or at least P-1 from Moody's or carrying an equivalent rating by a nationally recognized ratingagency, if both of the two namedrating agencies cease publishing ratings of investments, and in any case maturing within thirteen months after the date of acquisition thereof; (f)interests in any investment company or money market fund substantially all of the assets of which are of the type specified in clauses (a) through (e)above; (g) corporate obligations with long term ratings of A or better from S&P or Moody's, with such obligations having maturities of not more thanthirteen months from the date of acquisition; and (h) asset backed securities rated AAA or better by S&P or Moody's, with such securities havingmaturities of not more than thirteen months from the date of acquisition."Change in Law" means the occurrence after the date of this Agreement of (a) the adoption or phase-in of any law, rule, regulation or treaty, (b) anychange in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by Bank(or, for purposes of Section 2(j), by any lending office of Bank or by Bank's holding company, if any) with any request, guideline or directive(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however, thatnotwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines,requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor orsimilar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a"Change in Law" regardless of the date enacted, adopted, issued or implemented.“Change of Control” means at any time, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shallhave acquired beneficial ownership of 50.1% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests ofBorrower or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similargoverning body) of Borrower; (b) during any period of twelve (12) consecutive months, the majority of the seats (other than vacant seats) on theboard of directors (or similar governing body) of Borrower cease to be occupied by Persons who either (i) were members of the board of directors ofBorrower on the Closing Date or (ii) were nominated for election by the board of directors of Borrower, a majority of whom were directors on theClosing Date or whose election or nomination for election was previously approved by a majority of such directors or directors elected in accordancewith this clause (ii); or (c) any “change of control” or similar event under and as defined in any documentation relating to any Material Indebtedness.“Claims” means all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (includingremedial response costs, reasonable attorneys' fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations)incurred by or asserted against any Bank Party in any way relating to (a) the Loan, Loan Documents, or the use thereof or transactions relating thereto,(b) any action taken or omitted to be taken by any Bank Party in connection with any Loan Documents, (c) the existence or perfection of any Liens,or realization upon any of the Mortgaged Property, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e)failure by Borrower to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to anyinvestigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicableBank Party is a party thereto.“Closing Date” is defined in Section 3.“Code” means Internal Revenue Code of 1986.“Compliance Certificate” means a certificate, in the form of Exhibit B, by which Borrower certifies compliance with Section 7.“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such perioddetermined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similaritems reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries.“Contingent Obligation” means any obligation of a Person arising from a guaranty, suretyship, indemnity or other assurance of payment orperformance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whetherdirectly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement (other than for collection or deposit in the ordinarycourse of business), co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar paymentsregardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor,(ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth orsolvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform aprimary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of anyContingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for whichsuch Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonablyanticipated liability with respect thereto.“Convertible Indebtedness” means Debt convertible into Equity Interest of Borrower or any of its Subsidiaries at the option of the holder thereof.“Debt” means, as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance withGAAP, including Capital Leases, but excluding accounts payables incurred and being paid in the Ordinary Course of Business; (b) all ContingentObligations where the primary obligation associated therewith would constitute Debt under this definition; (c) all reimbursement obligations inconnection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shallinclude any recourse Debt of any partnership in which such Person is a general partner or joint venturer.“Default” means an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.“Default Rate” means, as of any date of determination, with respect to any Obligation, a rate per annum equal to the lesser of (a) the maximum rate ofinterest permitted by Applicable Law at such time; and (b) five percent (5.00%) plus the greater of (i) the Interest Rate otherwise applicable theretoand (ii) the Prime Rate then in effect.“Disclosure Letter” means the disclosure letter of Borrower to Bank with respect to this Agreement, dated the Closing Date.“Distribution” means any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind, including adividend payable solely in shares of stock or the distribution of non-cash rights in connection with any stockholder rights plan); or any purchase,redemption, or other acquisition or retirement for value of any Equity Interest.“Dollar(s) or $” means United States dollars.“EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP equalto the amount equal to the sum of the following: (a) Net Income; plus (b) to the extent deducted in the calculation of Net Income: (i) Taxes, whetherpaid or deferred, (ii) Net Interest Expense, (iii) amortization, (iv) depreciation, (v) other non-cash charges for such period including, withoutlimitation, goodwill, restructuring charges, non-cash charges arising from the accelerated recognition of pension expenses previously deferred underFAS 87/88, cumulative translation adjustments arising from the liquidation of Subsidiaries, financing costs and expenses, fixed asset and otherintangibles impairment; provided that any cash payments made in any future period in respect of such charges shall be subtracted from EBITDA inthe period when such payments are made and (vi) any non-cash charges associated with the recognition of fair value of stock options and otherequity-based compensation issued to employees which have been expensed in Borrower's statement of operations for such period;minus (c) pension related payments or contributions for such period in excess of the related charges or expenses reflected on the income statementfor such period.“Enforcement Action” means any action to enforce any Obligations or Loan Documents or to realize upon the Mortgaged Property (whether byjudicial action, self-help (to the extent permitted by law), exercise of setoff or recoupment, or otherwise)."Environment" means any surface or subsurface water, water vapor, surface or subsurface land, air, fish, wildlife and all other natural resources."Environmental Law" means any law, ordinance, rule, regulation or requirement issued by any Federal, state or local Governmental Authority, whethernow existing or hereafter enacted, and any judicial or administrative interpretations thereof, regulating the condition, disposal, distribution, generation,handling, manufacture, possession, presence, processing, production, sale, storage, transport, treatment or use of Hazardous Substances or relatingto the protection of the Environment."Environmental Permits" means all permits, licenses, approvals, authorizations, consents or registrations required by any applicable EnvironmentalLaw in connection with the ownership, use and/or operation of the Premises including, without limitation, those required for the disposal,distribution, encapsulation, generation, handling, manufacture, possession, processing, productions, remediation, removal, sale, storage, treatment,transport or use of Hazardous Substances.“Equity Interests” means the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability,unlimited liability or joint venture); (c) member in a limited liability or unlimited liability company; or (d) any other Person having any other form ofequity security or ownership, but excluding any debt security or debt instrument convertible into or exchangeable for any equity security or ownershipinterest.“ERISA” means the Employee Retirement Income Security Act of 1974.“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a PensionPlan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or acessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower orany ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent toterminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by thePBGC to terminate a Pension Plan or Multiemployer Plan; (e) Borrower or any ERISA Affiliate fails to meet any funding obligations with respect toany Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition ofany liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or anyERISA Affiliate.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.“Extraordinary Expenses” means all costs, expenses or advances that Bank may incur during a Default or Event of Default, or during the pendencyof an Insolvency Proceeding of Borrower, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance,manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon the Mortgaged Property; (b) any action,arbitration or other proceeding (whether instituted by or against Bank, Borrower, any representative of creditors of Borrower or any other Person) inany way relating to the Mortgaged Property (including the validity, perfection, priority or avoidability ofBank's Liens with respect to the Mortgaged Property), Loan Documents or Obligations, including any lender liability or other Claims; (c) theexercise, protection or enforcement of any rights or remedies of Bank in, or the monitoring of, any Insolvency Proceeding; (d) settlement orsatisfaction of any taxes, charges or Liens with respect to the Mortgaged Property; (e) any Enforcement Action; and (f) negotiation anddocumentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs,expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees,appraisal fees, brokers' fees and commissions, auctioneers' fees and commissions, accountants' fees, wages and salaries paid to employees ofBorrower or independent contractors in liquidating the Mortgaged Property, and travel expenses.“Fiscal Month” means a fiscal month of any Fiscal Quarter.“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.“Fiscal Year” means the fiscal year of Borrower for accounting and tax purposes, ending on the Saturday nearest September 30 of each year.“Fixed Charge Coverage Ratio” means the ratio, determined on a consolidated basis for Borrower and its Subsidiaries for the most recent four FiscalQuarters then ended, of (a) (i) EBITDA minus (ii) Consolidated Capital Expenditures (except those financed with Borrowed Money) less (but onlyto the extent not in excess of Consolidated Capital Expenditures for the applicable period) the aggregate net cash proceeds actually received byBorrower and its Subsidiaries from the sale of any fixed assets (including, without limitation, Real Estate) during the applicable period, to (b) FixedCharges, in each case as determined in accordance with GAAP.“Fixed Charges” means the sum of interest expense paid (other than payment-in-kind), scheduled principal payments made on Borrowed Money(other than maturing debt that is fully refinanced), Distributions made (excluding any Distributions made: (a) by Borrower to any Subsidiary or (b)by any Subsidiary to Borrower or to any other Subsidiary, but, for the avoidance of doubt, including that portion of any Distribution which is notpaid to any Subsidiary or Borrower) and cash Taxes paid, net of cash refunds received; provided, that for purposes of the calculation of the FixedCharge Coverage Ratio, (x) the sum of such Taxes paid net of cash refunds received shall not be less than zero and (y) Debt in an aggregate amountno greater than $35,000,000 under credit facility agreements entered into from time to time by any Subsidiary of Sanmina formed under the laws ofIndia, Malaysia, Singapore, Thailand, or any country other than the United States of America or China and all Debt under credit facility agreementsentered into from time to time by any Subsidiary of Sanmina formed under the laws of China shall be excluded from the calculation of the FixedCharge Coverage Ratio if in each case such facilities mature or are by their respective terms automatically renewable for one year or less following theapplicable date of determination.“FLSA” means Fair Labor Standards Act of 1938.“Foreign Plan” means any employee benefit plan or arrangement (a) maintained or contributed to by Borrower or any Subsidiary that is not subject tothe laws of the United States of America; or (b) mandated by a government other than the United States for employees of Borrower or any Subsidiary.“Full Payment” means with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and othercharges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) a release of any Claims of Borrower against Bankarising on or before the payment date; and (c) adequate provision (as determined by Bank in its reasonable judgment) having been made for any claimsagainst any Bank Party that have been asserted or threatened in writing or that can otherwise reasonably be identified by Bank based on the then-knownfacts and circumstances.“GAAP” means generally accepted accounting principles in effect in the United States of America consistently applied and maintained throughout theperiod indicated and consistent with prior financial practices of Borrower, except for changes mandated by the Financial Accounting StandardsBoard or any similar accounting authority of comparable standing.“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and requiredreports to, all Governmental Authorities.“Governmental Authority” means any federal, state, provincial, territorial, municipal, foreign or other governmental department, agency, commission,board, bureau, court, tribunal, instrumentality, central bank, political subdivision, or other entity or officer exercising executive, legislative, judicial,regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state,district or territory thereof, Canada, or a province or territory thereof, or any other foreign entity or government."Hazardous Substances" means any material, substance or waste which is defined, listed, identified, designated or classified as “hazardous”,“toxic”, “infectious”, a “pollutant” or a “contaminant” as such under applicable Environmental Law regardless of whether such material be found onor below the surface of the ground, in any surface or underground water, airborne in ambient air or in the air inside of any structure built or locatedupon or below the surface of the ground, or in any machinery, equipment or inventory located at or used in any such structure, including, withoutlimitation, asbestos and asbestos-containing materials and lead-based paint.“Hedging Agreement” means an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereofor similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.“Indentures” means the Senior Subordinated Indenture and the Senior Indentures.“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, provincial, territorial, federal or foreignlaw for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief ordebt adjustment law; (b) the appointment of a receiver, interim receiver, receiver-manager, monitor, trustee, liquidator, administrator, conservator orother custodian for such Person or any part of its Property under any bankruptcy or insolvency law (including, in each case, the Federal DepositInsurance Corporation or any other state or federal regulatory authority acting in such a capacity); or (c) an assignment or trust mortgage for thebenefit of creditors under any bankruptcy or insolvency law.“Intellectual Property” means all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, servicemarks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments orfixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; andall books and records relating to the foregoing.“Intellectual Property Claim” means any written claim or assertion (whether by suit or otherwise) that Borrower's ownership, use, marketing, sale ordistribution of any Property violates another Person's Intellectual Property.“Intercompany Debt” means Debt (whether or not evidenced by a writing) of Borrower or any of its Subsidiaries payable to, as applicable, Borroweror any of its Subsidiaries.“Interest Expense” means for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP andcapitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Debt of Borrower and its Subsidiaries,including all commissions, discounts and other fees, charges owed with respect to letters of credit and net costs under Interest Rate Agreements.“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan andending one, two or three months thereafter, as selected by Borrower in its Notice of Rate Election; provided, however, that (a) if any InterestPeriod would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clause (c) below) to the next succeedingBusiness Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to,but excluding, the day on which any Interest Period expires, and (c) with respect to an Interest Period that begins on the last Business Day of acalendar month (or on a day for which there is no numerically corresponding day in the calendar month atthe end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is one month after the date on whichthe Interest Period began, as applicable.“Interest Rate” is defined in Section 2(c).“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedgingagreement or other similar agreement or arrangement, each of which is for the purpose of managing the interest rate exposure or interest rate riskassociated with Borrower's and its Subsidiaries' operations and not for speculative purposes.“Investment” means any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any EquityInterests of a Person; or any advance or capital contribution to or other investment in a Person. For purposes of calculation, the amount of anyInvestment outstanding at any time shall be the aggregate amount of such Investment less all cash dividends and cash distributions received by suchPerson thereon (or in the case of noncash dividends and distributions received by such Person, the amount of cash received in respect thereof whenand if converted into cash).“IRS” means the United States Internal Revenue Service.“LIBOR” means the rate per annum (rounded upwards, if necessary, to five decimal places where the sixth digit is five or more), at which Dollardeposits for the applicable Interest Period displayed on the LIBOR 01 page of the Reuters Monitor Money Rates Service Screen (or such otherservice as may replace or supplement the Reuters Monitor Money Rates Service Screen for the purpose of providing quotations of interest ratesapplicable for deposits in U.S. dollars in the relevant interbank market) as of 11:00 a.m. London time, two (2) Business Days prior to commencementof such Interest Period. If the LIBOR becomes unavailable during the term of this Agreement, Bank may designate a substitute index after notifyingBorrower. If for any reason rates are not available as provided in the preceding sentence, the rate to be used to determine LIBOR shall be, at theBank's discretion (in each case, rounded upward if necessary to five decimal places where the sixth digit is five or more), the rate per annum at whichDollar deposits are offered to the Bank in the London interbank eurodollar currency market or the rate at which Dollar deposits are offered to or by theBank's London Branch to major banks in any offshore interbank eurodollar market selected by the Bank, in each case on the applicable day (providedthat if such day is not a Business Day for which Dollar deposits are offered to the Bank in the London interbank eurodollar currency market, the nextpreceding Business Day for which Dollar deposits are offered to the Bank in the London interbank eurodollar currency market) shortly after 11:00a.m. (London time) (for delivery on such date of determination) for a one month term.“LIBOR Rate Loan” means each portion of the Loan that bears interest based on LIBOR.“Lien” means any Person's interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on commonlaw, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments,easements, rights-of-way, covenants, conditions, conditional sales, restrictions, leases, leasings, and other title exceptions and encumbrancesaffecting Property.“Loan” is defined in the preamble to this Agreement.“Loan Amount” is defined in the preamble to this Agreement.“Loan Documents” means this Agreement, the Note, the Deed of Trust, the Environmental Indemnity, the Alternative Dispute Resolution Agreementand any other documents executed or furnished for purposes of or in connection with this Agreement, the Note, the Deed of Trust or theEnvironmental Indemnity.“Loan Year” means each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.“Margin Stock” shall have the meaning given to such term in Regulation U of the Board of Governors.“Material Adverse Effect” means the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a)causes or could be reasonably expected to cause a material adverse change in, or a material adverse effect on, the operations, business, assets,properties, liabilities (actual or contingent) or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole; (b) materiallyimpairs the rights and remedies of Bank under any Loan Document, or the ability of Borrower to perform its obligations under any Loan Document;(c) has a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any Loan Document; or (d) has amaterial adverse effect upon a material portion of the Mortgaged Property.“Material Contract” means any agreement or arrangement to which Borrower is party (other than the Loan Documents) (a) that is deemed to be amaterial contract under any securities law applicable to such Person, including the Securities Act of 1933; (b) for which breach, termination,nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt orBorrowed Money having an outstanding principal amount of $25,000,000 or more.“Material Indebtedness” means any Borrowed Money (other than the Loans), or obligations in respect of one or more Hedging Agreements, ofBorrower evidencing an outstanding principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principalamount” of the obligations of Borrower in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect toany netting agreements) that such Obligor would be required to pay if such Hedging Agreement were terminated at such time.“Maturity Date” is defined in Section 2(h)(1).“Moody's” means Moody's Investors Service, Inc., and its successors.“Mortgaged Property” is defined in Section 2(b).“Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISAAffiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.“Net Income” means, for any period, (a) the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as asingle accounting period determined in conformity with GAAP, excluding (b) (i) the income (or loss) of any Person (other than a Subsidiary ofBorrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount ofdividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period, (ii) the income (or loss) ofany Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiariesor that Person's assets are acquired by Borrower or any of its Subsidiaries, (iii) the income of any Subsidiary of Borrower to the extent that thedeclaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms ofits charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (iv) any after-tax gains or losses attributable to Asset Dispositions or returned surplus assets of any Pension Plan, and (v) (to the extent not included in clauses (i)through (iv) above) any net extraordinary gains or net extraordinary losses, to the extent included in determining net income (or loss) for such period.“Net Interest Expense” means, for any period, Interest Expense for such period minus interest income included in Net Income for such period.“Note” is defined in Section 2(b).“Notice of Rate Election” is defined in Section 2(c).“Obligations” means (a) principal of and premium, if any, on the Loan, (b) interest, expenses, fees and other sums payable by Borrower under LoanDocuments, (c) obligations of Borrower under any indemnity for Claims, (d) Extraordinary Expenses and (e) other Debts, obligations and liabilitiesof any kind owing by Borrower pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or otherwriting, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan,guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint orseveral.“Ordinary Course of Business” means the ordinary course of business of Borrower, in the exercise of its reasonable business judgment andundertaken in good faith.“OSHA” means the Occupational Safety and Hazard Act of 1970.“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising fromany payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).“PBGC” means the Pension Benefit Guaranty Corporation.“Pension Plan” means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, thatis subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or an ERISA Affiliatecontributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has madecontributions at any time during the preceding five plan years.“Permitted Acquisition” means any acquisition by Borrower, whether by purchase, merger, amalgamation, or otherwise, of all or substantially all ofthe assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person to the extent permitted under the ABL CreditAgreement.“Permitted Business” means any business that is related, ancillary or complementary to the businesses of Borrower and its Subsidiaries on the ClosingDate or any reasonable extension thereof.“Permitted Liens” is defined in Section 6(a).“Person” means any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, joint stock company,land trust, business trust, unincorporated organization, Governmental Authority or other entity.“Plan” means any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by Borrower or, with respect to any suchplan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate."Premises" means the Mortgaged Property and the land surface and the entire subsurface under such Mortgaged Property (including the soil, sand,gravel, stone and rock), all surface water and subsurface water on such Mortgaged Property (whether flowing or stagnant), the ambient air on suchMortgaged Property, all structures, fixtures and buildings located, situated or erected on the land.“Prime Rate” means the prime lending rate as announced by Bank (or any Affiliate of Bank if no such rate is announced by Bank) from time to timeas its prime lending rate which rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Anychange in the interest rate resulting from a change in the Prime Rate shall be effective on the effective date of each change in the prime lending rate.“Prime Rate Loan” means each portion of the Loan that bears interest based on the Prime Rate.“Properly Contested” means, with respect to any obligation of any Person, (a) the obligation is subject to a bona fide dispute regarding amount or thePerson's liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligentlypursued; (c) appropriate reserves have been established to the extent required in accordance with GAAP; (d) non-payment could not reasonably beexpected to have a Material Adverse Effect, nor result in forfeiture or sale of any material portion of the assets of the Person; (e) no Lien is imposedon any material portion of the assets of the Person, unless bonded and stayed to the extent reasonably requested by and to the satisfaction of Bank; and(f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.“Real Estate” means all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas orother improvements thereon."Release" means any release as such term is defined under the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C.Section 9601 (22) et seq.“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has beenwaived.“Restricted Investment” means any Investment by Borrower, other than (a) Investments in Subsidiaries; (b) Cash Equivalents to the extent permittedunder the ABL Credit Agreement; and (c) Investments permitted under Section 6(c).“Restricted Payment Conditions” means as of any date and in respect of any proposed transaction, the existence of the following conditions: (a)either (i) average unencumbered consolidated cash and Cash Equivalents of Borrower and its Subsidiaries on deposit in the United States in a U.S.-based depository institution after giving effect to such transaction on a pro forma basis during the preceding 30 day period is greater than or equal to$200,000,000, or (ii) the Borrower's average borrowing availability under a domestic credit facility with one or more institutional lenders after givingeffect to such transaction on a pro forma basis during the preceding 30 day period is greater than or equal to $75,000,000, and on the date of suchtransaction, Borrower's actual borrowing availability under such credit facility is greater than or equal to $75,000,000; and (b) no Default or Event ofDefault exists or would result from such transaction. For purposes of the foregoing, “institutional lenders” shall be lenders with headquarters in theUnited States and with a lending office for such facility in the United States, and a “domestic credit facility” shall provide for availability of fundingin the United States.“Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or restricts the right of Borrower to incur or repayBorrowed Money, to grant Liens on any assets, to declare or make Distributions, or to modify, extend or renew any agreement evidencing BorrowedMoney, or to repay any Intercompany Debt.“S&P” means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.“Senior Indentures” means those certain indentures, by and among Borrower, certain Subsidiaries thereof and the trustee party thereto and eachgoverning one of either series of the Senior Notes, as each such indenture may be amended, supplemented, or otherwise modified from time to time.“Senior Notes” means (a) the Senior Floating Rate Notes due 2014 issued by Borrower pursuant to an indenture, dated as of June 12, 2007, in theaggregate original principal amount of $300,000,000 (the “2014 Notes”), (b) the 7% Senior Notes due 2019 issued by Borrower pursuant to anindenture, dated as of May 10, 2011, in the aggregate original principal amount of $500,000,000, and (c) any registered notes issued by Borrower inexchange for, and as contemplated by, any of the Senior Notes with substantially identical terms as the Senior Notes.“Senior Officer” means the chairman of the board, president, chief executive officer, chief financial officer or treasurer of Borrower.“Senior Subordinated Indenture” means the certain indenture, by and among Borrower, certain Subsidiaries thereof and the trustee party thereto andgoverning the Senior Subordinated Notes, as such indenture may be amended, supplemented, or otherwise modified from time to time.“Senior Subordinated Notes” means (a) the 8.125% Senior Subordinated Notes due 2016 issued by Borrower pursuant to an indenture, dated as ofFebruary 15, 2006, and (b) any registered notes issued by Borrower in exchange for, and as contemplated by, any of the Senior Subordinated Noteswith substantially identical terms as the Senior Subordinated Notes.“Solvent” means, as to any Person as of the date of determination, such Person (a) owns Property whose fair salable value is greater than the amountrequired to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fairsalable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities)of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small forits business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not“insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) anyobligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent tohinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “Fair salable value” means the amount that could beobtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent sellerto an interested buyer who is willing (but under no compulsion) to purchase. For purposes of this definition, the amount of any contingent liability atany time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that canreasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual underStatement of Financial Accounting Standard No. 5).“Subordinated Debt” means liabilities the repayment of which is expressly subordinated to repayment of the Loan to Bank and approved by Bank asSubordinated Debt for purposes of this Agreement.“Subsidiary” means any corporation or other entity at least 50% of whose voting securities or Equity Interests is owned by Borrower (includingindirect ownership by Borrower through other entities in which Borrower directly or indirectly owns at least 50% of the voting securities or EquityInterests); provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in thenature of a “qualifying share” of the first Person shall be deemed to be outstanding.“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees orother charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.“Title Insurance” is defined in Section 3(l).“UCC” means the Uniform Commercial Code as in effect in the State of California or, when the laws of any other jurisdiction govern the perfectionor enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.“Unfunded Pension Liability” means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value ofthat Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code forthe applicable plan year.2. Loan.(a) General. Subject to the terms, provisions, covenants and conditions of this Agreement, Bank shall make the Loan toBorrower in the Loan Amount. The Loan shall be made in a single advance. Amounts repaid may not be reborrowed.(b) Note; Deed of Trust; Security Documents. The Loan shall be (1) evidenced by a single promissory note (the “Note”)executed by Borrower in the form of Exhibit A annexed hereto and made a part hereof, which Note shall be (x) dated as of the Closing Date, (y)payable to the order of Bank and (z) in a principal amount equal to the Loan Amount, and (2) secured by (x) a deed of trust, security agreement,fixture filing and assignment of leases and rents (the “Deed of Trust”) made by Borrower to Old Republic National Title Insurance Company astrustee, for the benefit of Bank, constituting a first lien on all of the right, title and interest of Borrower in and to the property known as and located at30 and 60 E. Plumeria Drive, 2700 North First Street and 2701 Zanker Road, San Jose, California, as more particularly described therein (the“Mortgaged Property”), and (y) an environmental compliance agreement (the “Environmental Indemnity”) made by Borrower to Bank, wherebyBorrower agrees to indemnify Bank to the extent set forth therein with respect to Environmental Law matters (the Deed of Trust, the EnvironmentalIndemnity and all of the other Loan Documents which serve as collateral securing the Loan are collectively referred to herein as the “SecurityDocuments”).(c) Interest Rate. Except as otherwise provided in this Agreement, the interest rate (the “Interest Rate”) during the term ofthe Loan shall be, at Borrower's option, a rate per annum equal to LIBOR or the Prime Rate, as the case may be, plus the Applicable Margin. Torequest the initial Interest Rate or Interest Rates or a conversion of an outstanding LIBOR Rate Loan to a Prime Rate Loan or from a Prime Rate Loanto a LIBOR Rate Loan, or to make an election of the next succeeding Interest Period for a LIBOR Rate Loan, Borrower shall give Bank, prior to11:00 a.m. (Pacific time), at least three Business Days prior to date of a requested conversion or the expiration of an Interest Period, as applicable,written notice of a rate election (a “Notice of Rate Election”), which shall be irrevocable and shall specify (1) whether the applicable portion of theLoan is to be converted into or continued as a Prime Rate Loan or a LIBOR Rate Loan and (2) if the applicable portion is to be converted into orcontinued as a LIBOR Rate Loan, the length of the next succeeding Interest Period. If no Notice of Rate Election is received with respect to aLIBOR Rate Loan on the 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall be continued withan Interest Period that corresponds to the Interest Period then ending; provided that the end of such Interest Period is not later than the Maturity Date.Notwithstanding any other provision contained in this Agreement, after giving effect to all advances and continuations or conversions, there shall notbe more than four (4) different Interest Periods in effect at any time.(d) Computation of Interest. The annual interest rate for this Loan is computed on a 365/360 basis; that is, by applying theratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days theprincipal balance is outstanding. Each determination by Bank of any interest, fees or interest rate hereunder shall be final, conclusive and binding forall purposes, absent manifest error.(e) Inability to Determine Rates. In the event that Bank shall have reasonably determined (which determination shall, absentmanifest error, be final, conclusive and binding on Borrower) that on any date for determining LIBOR, by reason of changes affecting the Londoninterbank market, or Bank's position therein, (1) deposits in U.S. dollars are not being offered to banks in the relevant interbank market for theapplicable Interest Period of any LIBOR Rate Loan or (2) adequate and fair means do not exist for ascertaining LIBOR, then in such event, Bankshall give telephonic or written notice to Borrower of such determination. Until Bank notifies Borrower that the circumstances giving rise to thesuspension described herein no longer exist, Bank shall not be required to make or maintain a LIBOR Rate Loan and the alternative rate of interestoffered under this Agreement shall apply or, if no such rate is offered, the rate of interest shall be determined by Bank in its sole discretion.(f) Interest Payments. Interest shall be payable, in arrears, on the last Business Day of each Interest Period, except thatduring any period when all or part of the Loan bears interest based on the Prime Rate, interest based on the Prime Rate shall be payable on the firstBusiness Day of each month and on the date of conversion of the Loan or that portion of the Loan to a LIBOR Rate Loan; provided that interest onLIBOR Rate Loans shall be payable no less frequently than on the last Business Day of each quarter.(g) Default Rate.(1) Default Interest Rate. If any Event of Default shall occur, including failure to pay upon final maturity, Bank,at its option, may increase the interest rate on the Obligations to the Default Rate for the duration of the Event of Default. TheDefault Rate will not exceed the maximum rate permitted by applicable law.(2) Late Charge. If a payment is more than 10 days late, Borrower will be charged five percent (5.00%) of theunpaid portion of the overdue payment.(h) Final Payment; Maturity Date; Prepayments; Other Payments.(1) Borrower shall make payment in full of the Loan, plus all accrued and unpaid interest thereon, on the earlier tooccur of (A) July 19, 2015, as such date may be extended at Borrower's option for a maximum of two (2) successive periods ofone (1) year each, each such option exercisable no earlier than one hundred twenty (120) days prior to the then-existing MaturityDate upon at least thirty (30) days prior written notice to Bank and in each case subject to Bank's prior written consent in its solediscretion (the “Maturity Date”) or (B) the date the Obligations may otherwise become due and payable hereunder.(2) Prior to the Maturity Date, Borrower may, from time to time on any Business Day, make a voluntaryprepayment, in whole or in part, of the outstanding Loan Amount; provided, however, that all such voluntary prepayments shall:(A) Require at least five (5) Business Days prior written notice to Bank before 12:00 p.m. Pacific time onthe date of any such prepayment (the “Prepayment Notice”); be in a minimum amount and in integral multiples of$1,000,000 (the “Prepayment Amount”); and(B) be received by Bank on a prepayment date that is not later than [11:00 a.m. Pacific time] on aBusiness Day for same day credit (the “Prepayment Date”).Any Prepayment Notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, inwhich case such notice may be revoked by Borrower (by notice to Bank on or prior to the specified Prepayment Date) if suchcondition is or will not be satisfied.(3) LIBOR Breakage. Concurrently with any voluntary prepayment made during the term of the Loan, if a LIBORRate is in effect at the time of prepayment and the prepayment occurs on a day other than the last day of the Interest Period, then, inaddition to the interest otherwise due and payable (including any interest accrued at the Default Rate) and any amounts due andpayable pursuant to Section 2(j), Borrower shall pay to Bank an amount equal to the positive difference, if any, between the amountof interest that would accrue at the Market Rate (as hereinafter defined) on the amount prepaid for the remainder of the applicableInterest Period and the amount of interest that would accrue for such Interest Period based the Interest Rate then in effect for suchInterest Period (“LIBOR Breakage”). For the purposes hereof, “Market Rate” means the rate of interest per annum at whichdeposits in United States Dollars are offered by Bank's principal office in London, England, to prime banks in the Londoninterbank market at 11:00 a.m. (London time) two (2) Business Days before the date of prepayment in an amount substantially equalto the amount prepaid and for a deposit period comparable to the remaining Interest Period, as determined by Bank, in Bank's soleand absolute discretion. No LIBOR Breakage shall be payable in connection with payment of principal due on the Maturity Date.(4) Payments. All payments by Borrower pursuant to this Agreement or any other Loan Document in respect ofprincipal or interest shall be made, without setoff, deduction, claim or counterclaim, on the date due. Notwithstanding theforegoing, all payments by Borrower pursuant to this Agreement or any other Loan Documents shall be subject to all applicablewithholding or other similar taxes, subject to Borrower's obligation to make payment under Section 2(j) of this Agreementwith respect to such withholding or taxes. All payments received by Bank from or on behalf of Borrower pursuant to thisAgreement or any other Loan Document shall, regardless of the application designated by Borrower, be applied, in Bank's sole andabsolute discretion, to any sum due or owing pursuant to the terms, provisions, covenants and conditions of this Agreement or anyother Loan Document. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, suchpayment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest,commissions and fees, if any, in connection with such payment.(i) Illegality. In the event that Bank shall have reasonably determined (which determination shall, absent manifest error, befinal, conclusive and binding on Borrower) at any time that compliance by Bank in good faith with any applicable law, rule, regulation or order, or anyrequest, guideline, or directive (whether or not having the force of law) of any governmental authority, prohibits or restrains the making orcontinuance of any LIBOR Rate Loan, then, in any such event, Bank shall give prompt telephonic notice to Borrower of such determination,whereupon: (1) Borrower's right to request a LIBOR Rate Loan or continue the Loan or applicable portion of the Loan as a LIBOR Rate Loan shallbe immediately suspended; and (2) that portion of the Loan bearing interest based on LIBOR shall automatically and immediately convert to a PrimeRate Loan, and shall be subject to Section 2(j). Until Bank notifies Borrower that the circumstances giving rise to the suspension described herein nolonger exist (which Bank agrees to provide at such time when such circumstances no longer exist), the Loan shall bear interest based on the PrimeRate as provided in Section 2(c).(j) Increased Costs. If, (A) by reason of any Change in Law, or the compliance with any guideline or request from anycentral bank or other governmental or quasi-governmental authority exercising supervisory authority over Bank or its holding company or theiractivities (whether or not having the force of law) after the Closing Date, (1) Bank shall be subject to any tax, duty or other charge with respect toany portion of the Loan, or the basis of taxation of payments to Bank of the principal of or interest on any portion of the Loan shall change (exceptfor changes in the rate of tax on the net income of Bank (including franchise taxes imposed on it in lieu of net income taxes), imposed by thejurisdiction in which Bank's principal office or its holding company's principal office or its lending office is located); (2) any reserve (including,without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, deposit insurance or similar requirementagainst assets of, deposits with or for the account of, or credit extended by, Bank shall be imposed or deemed applicable or any other conditionaffecting any portion of the Loan shall be imposed on Bank or the secondary eurodollar market; (3) Bank is required to increase the amount of capitalrequired to be maintained or the rate of return on capital to Bank, is reduced, (4) any payment is subject to withholding or similar taxes as provided inSubsection (h)(4) above (excluding withholding taxes resulting from an assignment or participation pursuant to Section 12); or (5) Borrower is notpermitted by law to pay any tax imposed on Bank and described in Section 3.06 of the Deed of Trust; and as a result of any of the foregoing thereshall be any increase in the cost to Bank of making, funding or maintaining any portion of the Loan, or there shall be a reduction in the amountreceived or receivable by Bank, or in the rate of return to Bank, then Borrower shall from time to time, upon written notice from and demand by Bankpay to Bank within five (5) Business Days after the date specified in such notice and demand, additional amounts sufficient to compensate Bankagainst such increased cost, reduced amount received or diminished return. A certificate as to the amount required to compensate Bank (which requestshall set forth in reasonable detail the basis for requesting such amount), submitted to Borrower by Bank, shall, except for manifest error, be final,conclusive and binding for all purposes. The provisions of this Section shall survive repayment of the Loan and cancellation of this Agreement.(k) Loss Compensation. Borrower shall compensate Bank, upon its written request (which request shall set forth inreasonable detail the basis for requesting such amount), for all losses, expenses and liabilities (including, without limitation, any interest paid by Bankon funds borrowed by it to make or carry any LIBOR Rate Loan to the extent not recovered by Bank in connection with the re-employment of suchfunds), which Bank may sustain: (1) if for any reason a conversion to, or a borrowing of, any LIBOR Rate Loan does not occur on the datespecified therefor in the relevant Notice of Borrowing or Notice of Rate Election or otherwise, as the case may be (unless such failure is directlycaused by Bank); or (2) if any repayment (or conversion to a Prime Rate Loan) of a LIBOR Rate Loan occurs on a date which is not the last day ofthe then current Interest Period whether, in the case of repayment, such repayment is voluntary or occurs for any other reason including maturity, orwhether, in the case of conversion, such conversion occurs for any reason specified in Section 2(i). In addition, in the event of any such repaymentor failureto borrow or convert, Borrower shall also compensate Bank for the loss of any profits Bank would have received had any such LIBOR Rate Loannot been repaid or if such borrowing or conversion had occurred, including LIBOR Breakage payable under Section 2(h)(3). Absent manifest error,Bank's request shall be final, conclusive and binding upon Borrower. The provisions of this Section shall survive repayment of the Loan and thetermination of this Agreement.(l) Mitigation. Upon the occurrence of any event giving rise to the operation of Sections 2(e), 2(i) or 2(j), Bank will, ifrequested by Borrower use reasonable efforts (subject to overall policy considerations of Bank) to designate another lending office for the Loan;provided that such designation is made on such terms that Bank and its lending office suffer no economic, legal or regulatory disadvantage, with theobject of avoiding the consequences of the event giving rise to the operation of such Section.3. Conditions Precedent to Funding of the Loan. The Loan shall be made hereunder on the date (the “Closing Date”) when thefollowing conditions have been satisfactorily fulfilled, in the sole and absolute discretion of Bank:(a) Borrower shall have executed and delivered this Agreement, the Note, the Deed of Trust and all other Loan Documentsto Bank;(b) Bank shall have received, except as otherwise provided in this Agreement, (1) acknowledgments of all filings orrecordations necessary to perfect its Liens in the Mortgaged Property, as well as UCC and Lien searches and other evidence satisfactory to Bank thatsuch Liens are the only Liens upon the Mortgaged Property, except Permitted Liens, and (2) evidence that all filing and recording fees and taxes havebeen duly paid;(c) no Material Adverse Effect shall have occurred since October 1, 2011;(d) there shall be no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened inwriting in any court or before any arbitrator or Governmental Authority that, either individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect;(e) Bank shall have received, in form and substance reasonably satisfactory to it, (1) financial projections of Borrowerand its Subsidiaries evidencing the ability of Borrower to comply with the financial covenant set forth in Section 7 and (2) interim financialstatements for Borrower dated no earlier than one hundred twenty (120) days prior to the Closing Date;(f) Borrower shall have paid (1) a non-refundable commitment fee equal to 0.40% of the Loan Amount (one-half of whichwas paid on July 3, 2012), (2) a non-refundable tax service fee to monitor tax payments in an amount equal to $315 and (3) all other fees, expensesand other amounts (including reasonable fees and expenses of counsel for Bank) to be paid to Bank on the Closing Date;(g) Bank shall have received an Appraisal of the Mortgaged Property, in form and substance and from an Appraisersatisfactory to Bank, in Bank's sole and absolute discretion, together with such other reports, audits or certifications as it may reasonably request;(h) Bank shall have received all documentation and other information required by regulatory authorities under applicableAnti-Terrorism Laws and “know your customer” rules and regulations;(i) all representations of Borrower in this Agreement and in the other Loan Documents shall be true and correct in allmaterial respects and no Default or Event of Default shall have occurred and be continuing;(j) Bank shall have received a certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer ofBorrower certifying that, after giving effect to the Loan and transactions hereunder, as of the Closing Date: (1) Borrower and its Subsidiaries, on aconsolidated basis, are Solvent; (2) no Default or Eventof Default exists; and (3) the representations and warranties set forth in Section 4 are true and correct in all material respects;(k) Bank shall have received a certificate of the secretary or assistant secretary of Borrower, certifying (1) that attachedcertified copies of Borrower's certificate of incorporation and bylaws and all amendments thereto as in effect on the Closing Date (collectively, the“Formation Documents”) are true and complete, and in full force and effect, without amendment except as shown; (2) that an attached copy ofresolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect,were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (3) tothe title, name and signature of each Person authorized to sign the Loan Documents; and (4) that attached copies of a good standing certificate fromthe Secretary of State of Delaware and a certificate of foreign qualification from the Secretary of State of California;(l) Bank shall have received, at Borrower's sole cost and expense, an ALTA policy of title insurance ("Title Insurance")for the Deed of Trust, issued by a nationally-recognized title insurance company acceptable to Bank, with such endorsements as Bank may require,showing fee title to the Mortgaged Property in Borrower, and insuring Bank that the Deed of Trust is a first and prior lien on such fee for the fullamount of the Deed of Trust, subject only to such exceptions as shall be approved by Bank in its sole and absolute discretion;(m) Bank shall have received a copy of a flood insurance policy no later than ten (10) days prior to the Closing Date,covering any portion of the Mortgaged Property that is determined to be in a flood hazard area (Zone A or V);(n) Bank shall have received (1) insurance certificates and endorsements evidencing that Borrower has obtained theInsurance in accordance with Sections 5(f) and 5(g) and (2) evidence that all premiums theretofore due and payable thereon have been paid for aperiod of not less than one year from the Closing Date;(o) Bank shall have completed its business, financial and legal due diligence of Borrower, its Subsidiaries and theMortgaged Property;(p) All unpaid and delinquent Taxes which are a lien on the Mortgaged Property as of the Closing Date shall have been paidin full and Bank shall have received copies of receipted bills therefore or other evidence of payment reasonably acceptable to Bank;(q) Bank shall have received a fully executed copy of an undertaking (the “Environmental Undertaking”) in form andsubstance satisfactory to Bank, pursuant to which Borrower agrees to perform lead based paint and asbestos surveys prior to the commencement ofany renovations at the Mortgaged Property to the extent required by Environmental Law and in accordance with Environmental Law;(r) Bank shall have received a fully executed copy of the Authorization Agreement authorizing Bank to make withdrawalsfrom the Debt Service Account pursuant to the terms of this Agreement; and(s) Borrower shall have paid all Broker Fees then due and payable.4. Representations and Warranties. In order to induce Bank to enter into this Agreement and to make the Loan, Borrower herebymakes the following representations and warranties, all of which shall survive the delivery of this Agreement and the making of the Loan:(a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.Borrower is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualifiedcould reasonably be expected to have a Material Adverse Effect;(b) Borrower is duly authorized to execute, deliver and perform the Loan Documents to which it is a party. The execution,delivery and performance of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Borrower, anddo not (1) require any consent or approval of any holders of Equity Interests of Borrower, other than those already obtained; (2) contravene theFormation Documents of Borrower; (3) violate or cause a default under any Applicable Law or Material Contract; or (4) result in or require theimposition of any Lien (other than Permitted Liens) on any Property of Borrower;(c) Borrower has, is in compliance with, and is in good standing with respect to, all material Governmental Approvalsnecessary to conduct its business and to own, lease and operate its Properties. No consent, approval, permit, exemption, action, order or authorizationof, or filing, registration or qualification (all of the foregoing are collectively referred to as “Consents”) with, or with respect to, any court,regulatory agency or other governmental body is required in connection with the execution, delivery and performance by Borrower of this Agreementor any other Loan Document (other than (x) those Consents already obtained, taken or made and which are, and shall continue to be, in full force andeffect; (y) proper recording of the Deed of Trust with the Santa Clara County Recorder's Office); and (z) those expressly contemplated by the LoanDocuments.(d) Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable in accordance with its terms,except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and byequitable principles (regardless of whether enforcement is sought in equity or at law);(e) The consolidated balance sheets, and related statements of income, cash flow and shareholder's equity, of Borrower thathave been and are hereafter delivered to Bank, together with the Borrower's Annual Report on Form 10-K for the fiscal year ended October 1, 2011and its Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2011 and March 31, 2012 filed with the Securities andExchange Commission, are prepared in accordance with GAAP (subject to changes from audit and year end adjustments and the absence offootnotes in the case of unaudited financial statements), and fairly present in all material respects the financial positions and results of operations ofBorrower and its Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time by Borrower to Bank have beenprepared in good faith, based on assumptions believed by management of Borrower to be reasonable in light of the circumstances at such time (itbeing understood that projections are not to be viewed as facts and that actual results during the period or periods covered by the projections maydiffer from the projections and that such differences may be material). Since October 1, 2011, there has been no change in the condition, financial orotherwise, of Borrower and its Subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect;(f) Except as shown on Schedule 4(f) to the Disclosure Letter, there are no proceedings or investigations pending or, toBorrower's knowledge, threatened in writing against Borrower or any Subsidiary, or any of their businesses, operations or Property, that (1) relate toany Loan Documents or transactions contemplated thereby; or (2) could reasonably be expected to have a Material Adverse Effect. Neither Borrowernor any Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority binding on it;(g) No event or circumstance has occurred or exists that constitutes a Default or Event of Default. Borrower is not inmaterial default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a materialdefault, under any Material Contract. To Borrower's knowledge, there is no basis upon which any party (other than Borrower) could terminate aMaterial Contract prior to its scheduled termination date;(h) All Liens of Bank in the Mortgaged Property are (or will be, upon the proper recording of the Deed of Trust with theSanta Clara County Recorder's Office) duly perfected (except to the extent that perfection with respect to such Property is not required under anyLoan Document), first priority Liens, subject only to Permitted Liens. The tax lots for the Mortgaged Property do not include any properties otherthan the Mortgaged Property;(i) The insurance coverage of Borrower as in effect on the Closing Date complies with the requirements of Section 5(f)and is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 4(i) to the Disclosure Letter;(j) (1) Neither Borrower nor, to Borrower's knowledge, any existing or prior owner, tenant or subtenant of the Premises,nor any other party, is the subject of any civil or criminal investigation or enforcement proceeding, whether administrative or judicial, respecting anyHazardous Substance on or affecting the Premises or any violation of any Environmental Law with respect to the Premises;(2) The Premises are not currently used in a manner which violates any Environmental Law in any material respect orwhich could give rise to material liability for Hazardous Substances, nor do conditions exist on or affect the Premises which would violate any suchlaw in any material respect or which could give rise to such material liability;(3) No private litigation involving the Premises is pending against Borrower, nor, to Borrower's knowledge, against anyprior or existing owners, tenants or subtenants of the Premises or any other persons, nor, to Borrower's knowledge, is any such litigation threatened,which seeks any remedy based upon a violation of any Environmental Law for any injury to any person, property, animal life or vegetation caused bya Hazardous Substance or for removal or remediation of any Hazardous Substance;(4) Neither Borrower nor, to Borrower's knowledge, any tenant or subtenant of the Premises or any other person, hasreceived any written notice from any governmental or quasi-governmental agency with respect to (x) the unauthorized Release of any HazardousSubstance on or affecting the Premises or (y) any material violation of Environmental Law with respect to or affecting the Premises, Borrower, anytenant or subtenant or any other party;(5) Since October 1, 2011, there has not been a material unauthorized Release on or affecting the Premises, nor, toBorrower's knowledge, is there presently the threat of such a Release, nor, to Borrower's knowledge, is there any asbestos or asbestos-containingmaterials on the Premises (with the exception of encapsulated asbestos pipe wrappings in the basement); and(6) Borrower and all existing tenants and subtenants of the Premises possess all required Environmental Permits withrespect to the Premises and are in compliance in all material respects with such permits;(k) Borrower has filed all material federal, state, provincial, territorial, municipal, local and foreign tax returns and otherreports that it is required by law to file, and has paid and remitted, or made provision for the payment and remittance of, all its material Taxes that aredue and payable, except to the extent being Properly Contested. The provision for Taxes on the books of Borrower and each Subsidiary has beenestablished in accordance with GAAP for all years not closed by applicable statutes, and for its current Fiscal Year;(l) Except as disclosed on Schedule 4(l) to the Disclosure Letter:(1) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, andother federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorabledetermination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and,to the knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower andeach ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for afunding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to anyPlan;(2) There are no pending or, to the knowledge of Borrower, threatened (in writing) claims, actions or lawsuits, oraction by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material AdverseEffect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that hasresulted in or could reasonably be expected to have a Material Adverse Effect;(3) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension Plan has anyUnfunded Pension Liability; (C) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, anyliability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007of ERISA); (D) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no eventhas occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or4243 of ERISA with respect to a Multiemployer Plan; and (E) neither Borrower nor any ERISA Affiliate has engaged in atransaction that could be subject to Section 4069 or 4212(c) of ERISA;(m) Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for thepurpose of purchasing or carrying any Margin Stock. No Loan proceeds will be used by Borrower to purchase or carry, or to reduce or refinance anyDebt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors; (n) Borrower is not (1) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of aninvestment company” within the meaning of the Investment Company Act of 1940; or (2) subject to regulation under the Federal Power Act, theInterstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Borrowed Money;(o) No Loan Document, nor any material factual information furnished by or on behalf of Borrower in writing to Bank inconnection with the transactions contemplated hereby, when taken as a whole together with the other Loan Documents and all other such materialfactual information and Borrower's filings with the Securities and Exchange Commission, contains any untrue statement of a material fact, nor failsto disclose any material fact necessary to make the statements contained therein not materially misleading. There is no fact or circumstance thatBorrower has failed to disclose to Bank in writing or that is not disclosed in Borrower's filings with the Securities and Exchange Commission thatcould reasonably be expected to have a Material Adverse Effect;(p) Borrower has duly complied, and the Mortgaged Property is in compliance, in all respects with all Applicable Law andall applicable insurance underwriting requirements, including all zoning, building, housing, subdivision, environmental, flood plain requirements,except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Borrower has not received any citations, notices,claims or orders of material noncompliance under any Applicable Law which, either individually or in the aggregate, could reasonably be expected toresult in a Material Adverse Effect;(q) Borrower owns or has the lawful right to use all material Intellectual Property necessary for the conduct of its business,without conflict in any material respect with any Intellectual Property rights of others. There is no pending or, to Borrower's knowledge, threatened (inwriting) Intellectual Property Claim with respect to Borrower or any of its Property (including any Intellectual Property) which could reasonably beexpected to have a Material Adverse Effect;(r) Borrower and its Subsidiaries, on a consolidated basis, are Solvent;(s) The Obligations (to the extent they fall within the definition of “Senior Debt” in the Senior Subordinated Indenture) arehereby designated as “Designated Senior Debt” for purposes of and as defined in the Senior Subordinated Indenture. Borrower has taken all actionsnecessary for the Obligations (to the extent they fall within the definition of “Senior Debt” in the Senior Subordinated Indenture) to constitute“Senior Debt” and “Designated Senior Debt” for the purposes of and as defined in the Senior Subordinated Indenture;(t) (1) (A) none of the funds or other assets of Borrower or of any Subsidiary of Borrower constitute property of, or arebeneficially owned, directly or indirectly, by, any person subject to trade restrictions under the laws of the United States, including those who arecovered by the International Emergency Economic Powers Act, 50 U.S.C. §§1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 etseq., and any executive orders or regulations promulgated thereunder (an “Embargoed Person”) with the result that Bank Exposure (as hereinafterdefined) will occur; (B) to Borrower's knowledge, no Embargoed Person has any interest of any nature whatsoever (whether directly or indirectly) inBorrower with the result that Bank Exposure will occur; and (C) none of the funds of Borrower have been derived from any unlawful activity withthe result that Bank Exposure will occur. For the purposes hereof, “Bank Exposure” shall mean any one or more of the following: (w) the Loan is inviolation of applicable law, or (x) the Mortgaged Property or any portion thereof (including, without limitation, the rents or other income to be derivedtherefrom) is subject to forfeiture or to being frozen, seized, sequestered or otherwise impaired by any governmental authority, or (y) the Loan or anypayments made or to be made in respect thereof (including, without limitation, principal and interest) is subject to forfeiture or to being frozen, seized,sequestered or otherwise impaired by a governmental authority or Bank or any of Bank's collateral for the Loan or the lien priority thereof or any ofBank's rights or remedies in respect of the Loan or the collateral therefor is otherwise impaired or adversely affected, or (z) Bank is subject tocriminal or civil liability or penalty;(2) Borrower is not in violation of the U.S. Federal Bank Secrecy Act, as amended, and its implementing regulations (31CFR part 103), the Patriot Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury's Office of ForeignAssets Control (“OFAC”), or any other anti-money laundering law with the result that Bank Exposure will occur;(3) Borrower is not a Person with whom people of the United States are restricted from doing business with under (a)regulations issued by OFAC (including those persons and entities named on OFAC's Specially Designated Nationals and Blocked persons list) orunder any law of the United States (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With PersonsWho Commit, Threaten to Commit, or Support Terrorism) or (b) any other law, if, with respect to either clause (a) or (b) of this Section 17(u)(3),Bank Exposure will occur. Without limiting the foregoing, Borrower is not presently funding its obligations hereunder with funds from any of thepersons referred to in this Section 17(u)(3) if Bank Exposure will occur; and(u) Borrower is not a party or subject to any contract, agreement or charter restriction that could reasonably be expected tohave a Material Adverse Effect. Borrower is not is party or subject to any Restrictive Agreement, except as permitted by Section 6(i). No suchRestrictive Agreement prohibits the execution, delivery or performance of any Loan Document by Borrower.5. Affirmative Covenants. So long as this Agreement shall be in effect or any obligations under this Agreement (other thancontingent amounts not yet due) or the Loan shall remain outstanding, Borrower shall to comply with each of the following covenants, unless Bankotherwise consents in writing:(a) Books and Records; Financial Reporting. Borrower shall keep adequate records and books of account with respect toits business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; and furnish toBank:(1) as soon as available, and in any event within 90 days after the end of each Fiscal Year, balance sheets as of theend of such Fiscal Year and the related statements of income, cash flow and stockholders' equity for such Fiscal Year, onconsolidated basis for Borrower and its Subsidiaries, which consolidated statements shall be audited and certified (withoutqualification as to going concern or scope of audit and shall state that such consolidated financial statements fairly present, in allmaterial respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of theiroperations and their cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants inconnection with such consolidated financial statements has been made in accordance with generally accepted auditing standards inthe United States) by a firm of independent certified public accountants of recognized standing selected by Borrower andreasonably acceptable to Bank (it being understood that KPMG LLP is acceptable to Bank), and shall set forth in comparative formcorresponding figures for the preceding Fiscal Year;(2) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters inany Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flowfor such Fiscal Quarter and for the portion of theFiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form correspondingfigures for the preceding Fiscal Year and certified by the chief financial officer of Borrower as prepared in accordance with GAAPand fairly presenting in all material respects the financial position and results of operations for Borrower and its Subsidiaries forsuch Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes;(3) concurrently with delivery of financial statements under clauses (1) and (2) above, or more frequently ifrequested by Bank while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer ortreasurer of Borrower;(4) concurrently with delivery of financial statements under clause (1) above, copies of all management letters andother material reports submitted to Borrower by its accountants in connection with such financial statements;(5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balancesheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter;(6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reportsthat Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registrationstatements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority,or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and(7) no later than thirty (30) days after Bank's request therefor, such other reports and information (financial orotherwise) as Bank may request from time to time in connection with the Mortgaged Property or Borrower's financial condition orbusiness, which reports and information shall be accurate as of a date no earlier than sixty (60) days prior to Bank's request;Documents required to be delivered pursuant to clauses (1), (2) or (6) (to the extent such documents are included in materialsotherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have beendelivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to whichBank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notifyBank (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents toBank upon request;(b) Notices. Borrower shall notify Bank in writing, promptly after Borrower's obtaining knowledge thereof, of any of thefollowing that affects Borrower: (1) the non-frivolous threat in writing or commencement of any proceeding or investigation, whether or not coveredby insurance, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (2) any pending or threatened labordispute, strike or walkout, or the expiration of any material labor contract, in each case involving employees of Borrower or any of its Subsidiaries;(3) any default under or termination (other than at the end of its term in accordance with such Material Contract) of a Material Contract; (4) theexistence of any Default or Event of Default; (5) any judgment in an amount exceeding $10,000,000; (6) the assertion of any Intellectual PropertyClaim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (7) any violation or asserted violation of anyApplicable Law (including ERISA, OSHA, FLSA, or any Environmental Law), if an adverse resolution could reasonably be expected to have aMaterial Adverse Effect; (8) the occurrence of any ERISA Event in an amount exceeding $10,000,000; (9) any information of which Borrower isaware or becomes aware regarding any Release of Hazardous Substance on or affecting the Premises that could reasonably be expected to result in aMaterial Adverse Effect; or (10) the discharge of or any withdrawal or resignation by Borrower's independent accountants or any material change inaccounting treatment or reporting practices other than, in the case of this clause (9), those disclosed in Borrower's Quarterly Reports on Form 10-Qor Annual Reports on Form 10-K filed with the Securities and Exchange Commission;(c) Payment of Obligations. Borrower shall pay and discharge as the same shall become due and payable, all its materialobligations and liabilities, including all lawful material claims which, if unpaid, would by law become a Lien upon its Property unless thesame are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves to the extent required inaccordance with GAAP are being maintained by Borrower;(d) Preservation of Existence. Except as otherwise permitted hereunder, Borrower shall at all times preserve and keep infull force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, Borrower shall not berequired to preserve any such existence, right or franchise, licenses and permits if the preservation thereof is no longer desirable in the conduct of itsbusiness and that the loss thereof is not disadvantageous in any material respect to Borrower or to Bank;(e) Maintenance of Property. Borrower shall: (1) maintain, preserve and protect its material Property necessary to theoperation of its business in good working order and condition, ordinary wear and tear excepted; and (2) make all necessary repairs thereto andrenewals and replacements thereof; in each of the foregoing clauses (1) and (2), except where the failure to do so could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect;(f) Mortgaged Property Insurance. Borrower shall procure and maintain original policies of the types of insurance requiredby the Deed of Trust ("Insurance").(g) General Insurance. In addition to the Insurance required in the foregoing clause (f) and the Deed of Trust with respectto the Mortgaged Property, Borrower shall maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by Bank,which approval shall not be unreasonably withheld, delayed or conditioned) reasonably satisfactory to Bank, with respect to the Properties andbusiness of Borrower of such type (including product liability, workers' compensation, larceny, embezzlement, or other criminal misappropriationinsurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated;(h) Compliance with Laws. Borrower shall comply with all Applicable Laws, including ERISA, Environmental Law,FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection, payment and remittance of Taxes, and maintain all Governmental Approvalsnecessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with applicable Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect;(i) Access; Inspection. Borrower shall permit Bank from time to time, subject (except when a Default or Event of Defaultexists) to reasonable notice, security requirements and normal business hours, to visit and inspect the Mortgaged Property for the purpose ofconducting an inspection of the Mortgaged Property, provided Bank shall conduct only one such inspection in any Loan Year (except when a Defaultor Event of Default exists). Borrower shall reimburse Bank for all reasonable charges, costs and expenses of Bank in connection with such annualinspection of the Mortgaged Property; provided, however, that if an examination is initiated during the existence of a Default or Event of Default,all reasonable charges, costs and expenses therefor shall be reimbursed by Borrower without regard to such limits. Subject to and without limiting theforegoing, Borrower specifically agrees to pay Bank's then standard charges for each day that an employee of Bank is engaged in any inspectionactivities. This Section shall not be construed to limit Bank's right to use third parties for such inspections;(j) Compliance with Material Contracts. Borrower shall perform and observe all of the terms and conditions of eachMaterial Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such MaterialContract in accordance with its terms, except where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have aMaterial Adverse Effect;(k) Taxes. Borrower shall pay, remit and discharge all material Taxes prior to the date on which they become delinquent orpenalties attach, unless such Taxes are being Properly Contested; provided that Taxes that are determined to have been due as a result of a subsequentaudit notwithstanding a good faith determination by Borrower that such Taxes were not payable at the time such Taxes are determined to have been dueshall not be deemedto be delinquent for purposes of this Section 5(k) so long as such Taxes are paid and discharged promptly following the taxing authority'sdetermination that the Taxes were due, unless such determination is being Properly Contested;(l) Debt Service Account. Borrower shall maintain at all times during the term of the Loan a deposit account (the “DebtService Account”) with Bank of America, N.A. or another acceptable bank which shall have a balance in immediately available funds on the dates onwhich installments of principal, interest and escrow amounts, if any, are due sufficient to pay the installments due hereunder. Borrower shall executean Authorization Agreement for Loan Payment Services in the form of Exhibit C hereto (the “Authorization Agreement”) authorizing Bank to debitthe Debt Service Account for payment of the installments of principal, interest and escrow amounts, if any, due and owing under the Loan.(m) ABL Credit Agreement. Borrower shall provide Bank with a copy of each amendment, modification, restatement orsupplement to the ABL Credit Agreement within three Business Days after the day on which such amendment, modification, restatement orsupplement is approved and give Bank an opportunity to provide its agreement or consent thereto for purposes of the definition of “ABL CreditAgreement.”6. Negative Covenants. So long as this Agreement shall be in effect or any obligations under this Agreement (other than contingentamounts not yet due) or the Loan shall remain outstanding, Borrower shall not, unless Bank otherwise consents in writing:(a) Liens. Create or suffer to exist any Lien upon the Mortgaged Property, except the following (collectively, “PermittedLiens”):(1) Liens in favor of Bank;(2) Liens for Taxes not yet delinquent or being Properly Contested;(3) statutory, common law or contractual Liens of landlords, creditor depository institutions or institutions holdingsecurities accounts (including rights of set-off or similar rights and remedies), carriers, warehousemen, mechanics, repairmen,workmen and materialmen, and other Liens imposed by law (other than Liens for Taxes or imposed under ERISA) arising in theOrdinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being ProperlyContested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the businessof Borrower;(4) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;(5) Liens arising by virtue of a judgment or judicial order against Borrower or any Property of Borrower notconstituting an Event of Default under Section 8(a)(7), provided that such Liens are (i) in existence for less than 20 days or beingProperly Contested, and (ii) at all times junior to Bank's Liens;(6) any interest or title of a lessor or sublessor under any lease of real estate not prohibited hereby;(7) any zoning or similar law or right reserved to or vested in any governmental office or agency to control orregulate the use of any real property;(8) Liens shown in the Title Insurance obtained pursuant to Section 3(l);(9) easements, rights-of-way, covenants, conditions, restrictions and other similar encumbrances on title to theMortgaged Property that, in each case, do not, individually or in the aggregate, materially interfere with the use of the MortgagedProperty by Borrower; and(10) other immaterial Liens incident to the ordinary course of business that are not incurred in connection with anyDebt and that do not individually or in the aggregate materially impair the use or value of the Mortgaged Property;(b) Indebtedness. Create, incur, guarantee or suffer to exist any Borrowed Money, except:(1) the Obligations;(2) Subordinated Debt;(3) the ABL Debt; and(4) Debt of Borrower that is not included in any of the preceding clauses of this Section, to the extent expresslypermitted pursuant to the ABL Credit Agreement;(c) Investments. Make any Restricted Investment, except to the extent expressly permitted by Section 10.2.4 of the ABLCredit Agreement; provided, in no event shall Borrower make any Investment which results in or facilitates in any manner any Distribution nototherwise permitted under the terms of Section 6(f) at a time when such section is in effect. For purposes of determining compliance with theprovisions of this Section 6(c), equity Investments made by Borrower (the “contributor”) in any Subsidiary that are effected pursuant to one or moreequity contributions made contemporaneously or in prompt succession by the contributor and/or any of its Subsidiaries shall be deemed oneInvestment by the contributor;(d) Fundamental Changes. Change its name or conduct business under any fictitious name; change its tax or otherorganizational identification number; change its form or jurisdiction of organization or merge, amalgamate, combine or consolidate with any Person,or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except (1) formergers, amalgamations or consolidations of a wholly-owned Subsidiary into Borrower, (2) in connection with a Permitted Acquisition (including a“squeeze out” merger); and (3) changes in its name, tax or other organizational identification number or form of jurisdiction of organization upon 30days prior written notice to Bank and provided that as a result of any such change no Lien granted to Bank hereunder ceases to be a valid, perfectedLien with the priority required hereunder;(e) Sales and Dispositions of Assets. Make any Asset Disposition, except:(1) the granting of Permitted Liens; and(2) Asset Dispositions permitted pursuant to Section 10.2.5 of the ABL Credit Agreement;(f) Distributions. Declare or make any Distributions, other than (1) Distributions permitted pursuant to Section 10.2.3 ofthe ABL Credit Agreement and (2) Distributions if, at the time, the Restricted Payment Conditions are satisfied;(g) Nature of Business. Engage in any business, other than its business as conducted on the Closing Date or any PermittedBusiness, and in each case any activities incidental thereto;(h) Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except (1) transactions contemplatedor permitted by the Loan Documents; (2) payment of reasonable compensation to officers and employees for services actually rendered, benefit plansfor officers and employees entered into or maintained and established in the Ordinary Course of Business, and loans and advances permitted bySection 6(c); (3) payment of customary directors' fees and indemnities; (4) transactions between Borrower and any of its Subsidiaries; (5)transactions with Affiliates that were consummated prior to the Closing Date; and (6) transactions with Affiliates upon fair and reasonable terms fullydisclosed to Bank and no less favorable than would be obtained in a comparable arm's-length transaction with a non-Affiliate;(i) Restrictive Agreements. Become a party to any Restrictive Agreement, other than restrictions (1) in agreementsevidencing Debt permitted by the ABL Credit Agreement; (2) by reason of customary provisions restricting assignments, subletting or other transferscontained in leases, licenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (3) that are or werecreated by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwiseprohibited under this Agreement; (4) in the ABL Credit Agreement, the Indentures, the Senior Notes or the Senior Subordinated Notes or in otherdocuments related to such Debt; (5) under or in connection with any joint venture agreements, partnership agreement, stock sale agreements and othersimilar agreements; provided that (A) any such agreements are entered into in the Ordinary Course of Business and in good faith, and (B) suchrestrictions are reasonably customary for such agreements; (6) under any agreement, instrument or contract affecting property or a Person at the timesuch property or Person was acquired by Borrower, so long as such restriction relates solely to the property or Person so acquired and was not createdin connection with or in anticipation of such acquisition; (7) existing by virtue of, or arising under, applicable law, regulation, order, approval,license, permit, grant or similar restriction, in each case issued or imposed by a Governmental Authority; and (8) permitted under Section 10.2.13 ofthe ABL Credit Agreement;(j) Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally orultimately, to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying margin stock or to refundindebtedness originally incurred for such purpose;(k) Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required byGAAP or Applicable Law; or change its Fiscal Year;(l) Certain Payments. If the Restricted Payment Conditions are not satisfied at the time thereof, make any payments(whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (1) Subordinated Debt,except repayment of the Senior Subordinated Notes from the proceeds of the Loan hereunder and regularly scheduled payments of principal, interestand fees and payments upon mandatory redemption or prepayment, but in each case only to the extent permitted under any subordination agreementrelating to such Debt (and a Senior Officer of Borrower shall certify to Bank, not less than five Business Days prior to the date of payment, that allconditions under such agreement have been satisfied); or (2) Borrowed Money (other than the Subordinated Debt, the Obligations and the obligationsunder the ABL Credit Agreement) prior to its due date (except scheduled payments of principal, interest and fees and payments upon mandatoryredemption or prepayment) under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent ofBank); provided that, Borrower may honor any conversion request by a holder of any Convertible Indebtedness of Borrower and make cashpayments in lieu of fractional shares in connection with the conversion of any Convertible Indebtedness; and(m) Amendments to Other Debt Documents. Amend, supplement or otherwise modify the ABL Credit Agreement, theIndentures, any other document, instrument or agreement relating to the Senior Notes or any Subordinated Debt, if such modification (1) increasesthe principal balance of such Debt, or increases any required payment of principal or interest; (2) accelerates the date on which any installment ofprincipal or any interest is due, or adds any additional redemption, put or prepayment provisions; (3) shortens the final maturity date or otherwiseaccelerates amortization; (4) increases the interest rate; (5) increases or adds any fees or charges (excluding any fees or charges for amendments,consents or waivers); (6) modifies any covenant in a manner or adds any representation, covenant or default that is, more onerous or restrictive in anymaterial respect for Borrower, or that is otherwise materially adverse to Borrower or Bank; or (7) results in the Obligations not constituting “SeniorDebt” under the Senior Subordinated Indentures or otherwise not being fully benefited by the subordination provisions thereof;provided, however, that the restrictions in Sections 6(b), 6(f), 6(l) and 6(m) shall not be operative, and Borrower shall not besubject thereto, so long as any provisions prohibiting such restrictions in the ABL Credit Agreement (as in effect from time to time, for the purposesof this proviso) remain in effect.7. Financial Covenant. So long as this Agreement shall be in effect or any obligations under this Agreement (other than contingentobligations not yet due) or the Loan shall remain outstanding, Borrower shall maintain a Fixed Charge Coverage Ratio of at least 1.25:1.00 at the endof each Fiscal Quarter.8. Events of Default. (a) Each of the following shall constitute an “Event of Default” under this Agreement and the other LoanDocuments:(1) Non-Payment of Obligations. Borrower fails to pay (A) the principal of, or premium on, any Loan when due(whether at stated maturity, on demand, upon acceleration or otherwise); or (B) any interest on any Loan or any fee or other amountdue hereunder within two (2) Business Days after the date due;(2) Non-Performance of Covenants. Borrower breaches or fails to perform any covenant contained inSection 5(a) (other than clauses (1) and (2) thereof), 5(f), 5(g), 5(i), 6 or 7; provided, that if Borrower breaches or fails toperform the covenant contained in Section 6(a) as a result of an involuntary Lien upon the Mortgaged Property, such breach orfailure shall not constitute an Event of Default under this clause (2) unless such breach or failure is not cured within 30 days afterBorrower receives written notice thereof from any source, provided further, that such 30 day period shall run concurrently with(and shall not be extended by) any cure period or period in which Borrower may Properly Contest a Lien in accordance withSection 6(a) of this Agreement, which defines Permitted Lien;(3) Non-Performance of Other Obligations. (A) Borrower breaches or fails to perform any covenant contained inSection 5(a)(1) or Section 5(a)(2) and such breach or failure is not cured within 15 days after a Senior Officer of Borrower hasknowledge thereof or receives notice thereof from Bank, whichever is sooner, or (B) Borrower breaches or fails to perform anyother covenant contained in any Loan Documents (not covered by clause (1), (2), or (3)(A) of this Section 8(a)), and such breachor failure is not cured within 30 days after a Senior Officer of Borrower has knowledge thereof or receives notice thereof fromBank, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure toperform is not capable of being cured within such period or is a willful breach by Borrower;(4) Breach of Representation or Warranty. Any representation, warranty or other written statement of Borrowermade in connection with any Loan Document or transactions contemplated thereby is incorrect or misleading in any material respectwhen given;(5) Cross-Default. Any breach or default of Borrower occurs under any document, instrument or agreement towhich it is a party or by which it or any of its Properties is bound, relating to any Borrowed Money (other than the Obligations),Debt in respect of Hedging Agreements or Debt arising from any obligation owed for all or any part of the deferred purchase priceof property or services, which purchase price is (x) due more than six months from the date of incurrence of the obligation inrespect thereof or (y) evidenced by a note or similar written instrument, in each case in excess of the Dollar Equivalent of$50,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach (itbeing understood that the amount of Debt in respect of any Hedging Agreement at any time shall be the maximum aggregate amount(giving effect to any netting agreements) that would be required to be paid if such Hedging Agreement were terminated at suchtime);(6) Bankruptcy, Insolvency, etc.(A) Borrower is enjoined, restrained or in any way prevented by any Governmental Authority fromconducting any material part of its business for any material period of time; Borrower suffers the loss, revocation ortermination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any materialpart of Borrower's business for a material period of time; the Mortgaged Property of Borrower is taken or impaired throughcondemnation; or Borrower is not Solvent; or(B) An Insolvency Proceeding is commenced by Borrower; Borrower makes an offer of settlement,extension, arrangement, proposal (or notice of intention to make a proposal) or composition to its unsecured creditorsgenerally; a trustee, receiver, interim receiver, receiver-manager, monitor or similar official or custodian is appointed totake possession of the Mortgaged Property or to operate any of the business of Borrower; or an Insolvency Proceeding iscommenced against Borrower and Borrower consents to institution of the proceeding, the petition commencing theproceeding is not timely contested by Borrower, the proceeding is not dismissed within 60 days after filing or institution, oran order for relief is entered in the proceeding (items (A) and (B) of this Section 8(a)(6) each being referred to herein as a“Bankruptcy Event”);(7) Judgments. Any (A) material non-monetary judgment or order is entered against Borrower or (B) judgment ororder for the payment of money is entered against Borrower in an amount that exceeds, individually or cumulatively with allunsatisfied judgments or orders against all Borrower, the Dollar Equivalent of $50,000,000 (net of any insurance coverage thereforacknowledged in writing by the insurer), unless, in each case, no later than 60 days after the entry thereof, a stay of enforcement ofsuch judgment or order is in effect, by reason of a pending appeal or otherwise, or such judgment is satisfied, discharged, vacatedor bonded;(8) ERISA. An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted orcould reasonably be expected to result in liability of Borrower to a Pension Plan, Multiemployer Plan or PBGC in excess of$40,000,000, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan orMultiemployer Plan; Borrower or an ERISA Affiliate fails to pay when due any installment payment in excess of $5,000,000 withrespect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;(9) Invalidity. Borrower denies or contests the validity or enforceability of any Loan Documents or Obligations,or the perfection or priority of any Lien granted to Bank; or any Loan Document ceases to be in full force or effect for any reasonor any Lien ceases to be a valid, perfected Lien with the priority required hereunder (in each case other than as expressly permittedhereby or pursuant to a waiver or release by Bank); or(10) Change of Control. A Change of Control occurs.(b) (i) Upon the occurrence and during the continuation of an Event of Default (other than a Bankruptcy Event) and at any timethereafter Bank may, in addition to any other rights or remedies available to Bank pursuant to this Agreement and the other Loan Documents or at lawor in equity, take such action, without notice or demand, that Bank deems advisable to protect and enforce Bank's rights against Borrower and in theProperty, including, without limitation, declaring the Obligations to be immediately due and payable, and Bank may enforce or avail itself of any or allrights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the UCC against Borrowerand the Mortgaged Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Bankruptcy Event, theObligations and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due andpayable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other LoanDocument to the contrary notwithstanding.(ii) Upon the occurrence and during the continuation of an Event of Default, all or any one or more of the rights, powers, privileges andother remedies available to Bank against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicableto, Borrower or at law or in equity may be exercised by Bank at any time and from time to time, whether or not all or any of the Obligations shall bedeclared due and payable, and whether or not Bank shall have commenced any foreclosure proceeding or other action for the enforcement of Bank'srights and remedies under any of the Loan Documents with respect to the Mortgaged Property. Any such actions taken by Bank shall be cumulativeand concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Bank maydetermine in Bank's solediscretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Bank permitted by law,equity or contract or as set forth herein or in the other Loan Documents.9. Costs and Expenses. Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Bank upon receipt ofwritten notice from Bank for all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurredby Bank in accordance with this Agreement in connection with (a) the preparation, negotiation, execution and delivery of this Agreement, the Deed ofTrust and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby; (b) Borrower's ongoingperformance of and compliance with Borrower's agreements and covenants contained in this Agreement, the Deed of Trust and the other LoanDocuments on its part to be performed or complied with after the date hereof, including, without limitation, confirming compliance withenvironmental and insurance requirements; (c) the negotiation, preparation, execution, delivery and administration of any amendments, waivers orother modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Bank; (d) securing Borrower'scompliance with any requests made pursuant to the provisions of this Agreement; (e) the filing and recording of the Deed of Trust and any otherdocuments required to be filed or recorded pursuant to this Agreement, (f) obtaining any Insurance or Title Insurance, (g) Bank's and Bank'scounsel's review of the condition of the Mortgaged Property and all documentation, appraisals and reports required by Bank in connection therewith,(h) the modification or amendment of this Agreement, the Deed of Trust and the other Loan Documents; (i) enforcing or preserving any rights, inresponse to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affectingBorrower this Agreement, the other Loan Documents or the Mortgaged Property, or any other security given as collateral for the Loan; and (j)enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to theProperty or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings.10. Indemnification. In consideration of the execution and delivery of this Agreement by Bank and the extension of the Loan,Borrower hereby agrees to indemnify, exonerate and hold Bank and Bank's parent, affiliates and subsidiaries (collectively, “Bank Entities”) andBank's and Bank Entities' officers, directors, employees, attorneys, agents and representatives (Bank, Bank Entities and each such person or partyare hereinafter each referred to individually as a “Bank Party” and collectively as the “Bank Parties”) harmless from and against any and all actions,causes of action, suits, losses, liabilities, damages, costs and expenses (irrespective of whether such Bank Party is a party to the action for whichindemnification hereunder is sought), including, without limitation, reasonable attorneys' fees and disbursements (the “Indemnified Liabilities”),incurred by Bank Parties or any of them as a result of, or arising out of, or relating to:(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Loan; or(b) Borrower's failure to perform its obligations under this Agreement or any of the other Loan Documents,except in each case for any such Indemnified Liabilities arising for the account of a particular Bank Party by reason of the relevant Bank Party's grossnegligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower herebyagrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicablelaw.11. Notices. (a) Except as otherwise provided for herein, all notices, demands and other communications (each, a “Notice”)provided to any party hereto under this Agreement of any of the other Loan Documents shall be in writing and addressed to such party at its addressset forth below or at such other address as may be designated by such party from time to time to the other parties in a Notice complying as to deliverywith the terms of this Section 11.If to BorrowerSanmina-SCI Corporation2700 North First StreetSan Jose, California 95134Attn: [Brian Casey, Treasurer]Fax: (408) 964-3644Email: brian.casey@sanmina-sci.com If to BankUnion Bank, N.A.Technology, Media and Telecommunications GroupNational Banking350 California Street, 17th Floor(MC: H 1740)San Francisco, CA 94104Attn: Annabella Guo and Michael KusPhone: (415) 705 -7506(415) 705-7430Email: Annabella.guo@unionbank.comMichael.kus@unionbank.com With a copy to:Union Bank, N.A.Attn: Asset ManagementP.O. Box 30115Los Angeles, CA 90030-0115Fax: (323) 720-7836Attn: Manager and a copy to:Bingham McCutchen LLPThree Embarcadero CenterSan Francisco, CA 94111Attn: Thomas G. ReddyPhone: (415) 398-2188Fax: (415) 262-9227Email: thomas.reddy@bingham.com All Notices hereunder and under any applicable law pertaining hereto shall be in writing and shall be deemed sufficiently given or served forall purposes when delivered (1) by personal service or courier service, and shall be deemed given on the date when signed for or, if refused, whenrefused by the person designated as an agent for receipt of service, (2) by overnight by a nationally recognized courier (e.g., Federal Express, UPS),and shall be deemed given one Business Day after being sent, (3) by United States certified mail, return receipt requested, postage prepaid, or (4)transmittal by facsimile or electronic mail, and shall be deemed given two Business Days after being sent, to any party hereto at the applicable addressset forth above.(b) Each party agrees that such party shall not refuse or reject delivery of any Notice given in accordance with this Section11, that such party shall acknowledge, in writing, the receipt of any Notice upon request by the other party, and that any Notice refused or rejected byany party shall be deemed for purposes of this Section 11 to have been received by the refusing or rejecting party on the date so refused or rejected,as conclusively established by the records of the U.S. Postal Service, the courier service or facsimile transmission instrument.12. Assignment/Participation by the Holder Hereof.(a) The Bank may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”) or syndicate the Loan (“Syndication”).(b) Subject to Section 13(m), the Bank may forward to each purchaser, transferee, assignee, or servicer of, and eachparticipant, or investor in, the Loan, or any Participations or any of their respective successors (collectively, the “Investor”) all documents andinformation which Bank now has or may hereafter acquire relating to the Obligations and to Borrower, any member, shareholder or partner thereof,and the Mortgaged Property, includingfinancial statements, whether furnished by Borrower or otherwise, as Bank determines necessary or desirable. The Bank shall cause any Investor tokeep any information disclosed to such Investor confidential.(c) Borrower agrees to cooperate with Bank in connection with any sale or transfer of the Loan, Syndication or anyParticipation created pursuant to this Section 12; provided that all costs and expenses arising from such sale, transfer, Participation or Syndicationshall be paid by Bank.13. Miscellaneous.(a) Amendments. This Agreement may not be waived, supplemented, amended, modified or discharged except by a writtenagreement executed by Borrower and Bank.(b) Severability. Any term, provision, covenant or condition of this Agreement or any other Loan Document which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining terms, provisions, covenants and conditions of this Agreement or such other Loan Document or affecting thevalidity or enforceability of such term, provision, covenant or condition in any other jurisdiction.(c) Headings. The various headings of this Agreement and any other Loan Document are inserted for convenience only andshall not affect the meaning or interpretation of this Agreement or such other Loan Document or any of the terms, provisions, covenants andconditions hereof or thereof.(d) Facsimile; Counterparts; Effectiveness, etc. The receipt by Bank of a facsimile of Borrower's signatures hereto shallbe deemed to be incontrovertible evidence that Borrower has executed and delivered this Agreement with the same force and effect as though theoriginal executed Agreement has been delivered. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemedto be an original and all of which shall constitute together but one and the same agreement. This Agreement shall become effective when counterpartshereof shall be executed and delivered on behalf of Borrower and Bank.(e) Governing Law; Entire Agreement. This Agreement will be governed by federal law applicable to Bank and, to theextent not preempted by federal law, the laws of the State of New York without reference to principles of conflicts of law, except to the extent thatmatters of title or creation, perfection or priority of Liens created hereby or procedural issues of foreclosure or enforcement of remedies are requiredto be governed by the laws of the jurisdiction where the Mortgaged Property is located. This Agreement and the other Loan Documents constitute theentire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, withrespect thereto.(f) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto andtheir respective heirs, successors and assigns; provided, however, that Borrower may not assign or transfer any or all of Borrower's rights orobligations hereunder without the prior written consent of Bank, which consent may be withheld by Bank in Bank's sole and absolute discretion.(g) Broker Fees. Borrower warrants and represents to Bank that it has not retained, nor is it obligated to, any person forbrokerage, finder's or similar services in connection with the transactions contemplated by this Agreement, and that no commission, finder's fee orother brokerage or agent's compensation can be properly claimed by any person or entity based upon the acts of such party with regard to thetransactions which are the subject matter of this Agreement, with the exception of Newmark Knight Frank Cornish & Carey Commercial, broker forBorrower (“Borrower's Broker”). Borrower shall be responsible for all brokerage fees (the “Broker Fees”) payable to Borrower's Broker inaccordance with a separate agreement between Borrower and Borrower's Broker, and Borrower shall indemnify and defend Bank against and holdBank harmless from all Claims arising from or relating to any claim for a commission, fee or other compensation made by any brokers or parties withwhich Borrower has dealt in connection with this Agreement or the transactions contemplated hereby, including Borrower's Broker.(h) Further Assurances. Borrower shall, at the cost and expense of Borrower, and without expense to Bank, do, execute,acknowledge and deliver all and every further acts, deeds, conveyances, assignments, security agreements, control agreements, notices ofassignments, transfers and assurances as Bank shall, from time to time, reasonably require, for the better assuring, conveying, assigning,transferring, and confirming unto Bank the security interests intended by the Loan Documents and rights hereby granted, bargained, sold, conveyed,confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter becomebound to convey or assign to Bank, or for carrying out the intention or facilitating the performance of the terms of this Agreement and the other LoanDocuments, or for complying with all legal requirements. Borrower, on demand, shall deliver, and in the event Borrower shall fail to so deliver, herebyauthorizes Bank to file, in the name of Borrower one or more financing statements and financing statement amendments to evidence more effectively,perfect and maintain the priority of the security interest of Bank, in the Mortgaged Property. Borrower grants to Bank an irrevocable power of attorneycoupled with an interest, exercisable only after the occurrence and during the continuance of an Event of Default, for the purpose of exercising andperfecting any and all rights and remedies available to Bank at law and in equity, including without limitation, such rights and remedies available toBank pursuant to this Section 12(h).(i) Construction. This Agreement shall be construed without regard to any presumption or other rule requiring constructionagainst the party causing this Agreement to be drafted. (j) Actions, Approvals and Determinations. Wherever in this Agreement it is provided that (a) as a condition precedent toBorrower undertaking certain action, Borrower shall be required to obtain Bank's consent or approval or (b) Bank shall have the right to make adetermination (including, without limitation, a determination as to whether a matter is satisfactory to Bank), or if Borrower shall request that Bank takeany action, then, unless expressly provided to the contrary in the applicable provision of this Agreement, the decision whether to grant such consentor approval or to take the requested action, or the determination in question, shall be in the sole and exclusive discretion of Bank and shall be final andconclusive. Wherever in this Agreement it is stated that any consent or approval shall not be unreasonably withheld or that a determination to be madeby Bank shall be subject to a specified standard, then, if a court of competent jurisdiction determines, without right to further appeal, that the consentor approval shall be deemed granted or the standard shall be deemed met, as the case may be, then Bank, at the request of Borrower, shall deliver toBorrower written confirmation thereof. In any instance in which Borrower, or any Loan Document provides, that Bank shall consider granting Bank'sconsent or approval or making a determination or taking some other action, Borrower, upon demand, pay all costs, expenses and attorneys' fees anddisbursements incurred by Bank in connection therewith.(k) Relationship of Parties. Borrower acknowledges and agrees that Bank is not, has never been, and shall not be deemed tobe a partner or a joint venturer of Borrower with respect to the Loan, the Mortgaged Property or otherwise and that the relationship of Bank toBorrower is, has always been, and shall continue to strictly be that of a lender to a borrower. Borrower hereby knowingly, voluntarily, intentionally,unconditionally and irrevocably waives and relinquishes all claims, demands, counterclaims and/or defenses alleging the existence of any partnership,joint venture or other fiduciary relationship between Bank and Borrower and Borrower shall hold Bank and Bank Parties, harmless from and againstany and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other fees, costs and expenses that Bankand/or Bank Parties may sustain as a result of any such allegation by any person or entity whatsoever.(l) Forbearance. Any forbearance by Bank in exercising any right or remedy under this Agreement or any other LoanDocument or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy. Theacceptance by Bank of any payment after the due date of such payment (including, without limitation, after the Maturity Date, whether byacceleration or otherwise), or in an amount which is less than the required payment, shall not be a waiver of Bank's right to require prompt paymentwhen due of all other payments or to exercise any right or remedy with respect to any failure to make prompt or full payment. Enforcement by Bankof any security for Borrower's obligations under this Agreement, the Note or any other Loan Document shall not constitute an election by Bank ofremedies so as to preclude the exercise of any other right or remedy available to Bank.(m) Confidentiality. Bank agrees to maintain the confidentiality of all Information (as defined below) with the same degreeof care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care), except that Information may bedisclosed (a) on a need to know basis to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisorsand representatives (provided such Persons are informed of the confidential nature of the Information and required to keep the Informationconfidential); (b) to the extent requested by any governmental or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority); (c) to the extent required by Applicable Law or by any subpoena or similar legal process; (d) to the extent necessary inconnection with the exercise of any remedies, the enforcement of any rights, or any action or proceeding relating to any Loan Documents; (e) subjectto an agreement containing provisions substantially the same as this Section, to any Investor; (f) with the consent of Borrower; or (g) to the extentsuch Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Bank on a nonconfidential basisfrom a source other than Borrower; provided that prior to any disclosure pursuant to clause (c), to the extent practicable the party disclosing suchInformation shall use reasonable efforts to notify (to the extent not prohibited by Applicable Law) Borrower. Notwithstanding the foregoing,Borrower may publish or disseminate general information describing this credit facility, including the names and addresses of Borrower and a generaldescription of Borrower's businesses, and, subject to the review and approval of Borrower may use Borrower's logos, trademarks or productphotographs in advertising materials. As used herein, “Information” means all information received from Borrower or any of its Subsidiaries relatingto it or its business that is identified as confidential when delivered. Any Person required to maintain the confidentiality of Information pursuant to thisSection shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information, but in no event lessthan a reasonable degree of care. Bank acknowledges that (i) Information may include material non-public information concerning Borrower or of itsSubsidiaries; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such materialnon-public information in accordance with Applicable Law, including federal, state, provincial, territorial and foreign securities laws.(n) Waivers. Presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand oraccelerate payment of maturity, presentment for payment, notice of nonpayment, grace, notice of acceleration of maturity, and diligence in collectingthe Obligations (or any portion thereof) are waived by Borrower, all makers, endorsers and guarantors of this Agreement and/or the Note and all otherthird-party obligors.(o) Waiver of Jury Trial, etc. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BANK ANDBORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVEANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUTOF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY COURSEOF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BANK ORBORROWER. BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THIS PROVISION IS A MATERIAL INDUCEMENTFOR THE BANK'S ENTERING INTO THIS AGREEMENT AND THE LOAN. To the extent permitted by applicable law, the parties heretoagree that any and all disputes or controversies of any nature between them arising at any time shall be resolved in the manner set forth in theAlternative Dispute Resolution Agreement between Borrower and Bank entered into on or about the date of this Agreement.[balance of page intentionally left blank]IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. BANK:UNION BANK, N.A.,a national banking associationBy:/s/ Annabella GuoName: Annabella GuoTitle: Vice President BORROWER:SANMINA-SCI CORPORATION, a Delaware corporationBy: /s/ Robert K. EulauName: Robert K. EulauTitle: Executive Vice President and Chief Financial Officer Exhibit 14.1SANMINA-SCI CORPORATIONCODE OF BUSINESS CONDUCT AND ETHICSI.INTRODUCTIONThis Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of businessconduct, and it applies to all worldwide employees (including executive officers) of Sanmina-SCI Corporation and its wholly-ownedsubsidiaries (collectively, the “Company”) and to members of its Board of Directors. All Company employees are expected to read andunderstand this Code of Business Conduct and Ethics, uphold these standards in day‑to‑day activities, comply with all applicable policiesand procedures, and ensure that all agents and contractors are aware of, understand and adhere to these standards.Because the principles described in this Code of Business Conduct and Ethics are general in nature, you should also review allapplicable Company policies and procedures for more specific instruction, and contact the Human Resources Department or LegalDepartment if you have any questions.Nothing in this Code of Business Conduct and Ethics, in any company policies and procedures, or in other relatedcommunications (verbal or written) creates or implies an employment contract or term of employment.We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of BusinessConduct and Ethics is subject to modification. This Code of Business Conduct and Ethics supersedes all other such codes, policies,procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and return the form to the HumanResources Manager at your facility indicating that you have received, read, understand and agree to comply with the Code of BusinessConduct and Ethics. The signed acknowledgment form will be located in your personnel file. Each year, as part of the annual reviewprocess, officers and other appropriate personnel will be asked to sign an acknowledgment indicating their continued understanding ofand compliance with the Code of Business Conduct and Ethics. In addition, periodically, you may be asked to participate in seminars,training meetings and similar activities related to reinforcing your understanding of this Code of Business Conduct and Ethics and itsapplicability to the Company's business.II.COMPLIANCE IS EVERYONE'S BUSINESSEthical business conduct is critical to our business. As an employee, your responsibility is to respect and adhere to thesepractices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significantliability for you, the Company, its directors, officers, and other employees.Part of your job and ethical responsibility is to help enforce this Code of Business Conduct and Ethics. You should be alert topossible violations and report possible violations to the Human Resources Department or the Legal Department. Violations can bereported as follows:Mike TylerExecutive Vice President, General Counsel & Corporate SecretarySanmina-SCI Corporation2700 N. First StreetSan Jose, CA 95134Phone: (408) 964-3156Fax: (408) 964-3888The Company maintains an anonymous Open Door Hotline. The Hotline provides a method for employees to confidentiallyreport suspected violations of this Code of Business Conduct and Ethics, either by toll-free phone access or web access. This Hotline isoperated by a third-party service provider to ensure anonymity. Employees can access the Hotline as follows:Telephone (from the United States/Canada): 1-866-879-0424Please go to www.opendoor.ethicspoint.com for the current list of international numbers.Internet: www.opendoor.ethicspoint.comIf you believe that, based on the nature of the suspected improprieties and the persons you believe to be involved, reportingviolations to the Human Resources Department or the Legal Department would be ineffective, you may report such violations to theChairperson of the Audit Committee or to the Chairperson of the Nominating and Governance Committee. Reports can be made to theChairperson of the Audit Committee or the Chairperson of the Nominating and Governance Committee as follows:Audit CommitteeJohn P. GoldsberrySanmina-SCI Corporation2700 N. First StreetSan Jose, CA 95134Phone: (408) 964-3850jpgiii@yahoo.comNominating and GovernanceWayne ShortridgeSanmina-SCI Corporation2700 N. First StreetSan Jose, CA 95134wayneshortridge@gmail.comThe Company will promptly and thoroughly investigate all credible allegations of breaches of this Code of Business Conductand Ethics as appropriate under the circumstances. You must cooperate in any internal or external investigations of possible violations.You should know that reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or asuspected violation of law, this Code of Business Conduct and Ethics or other Company policies, or against any person who is assisting inany investigation or process with respect to such a violation, is both a violation of Company policy and is prohibited by a variety of stateand federal civil and criminal laws including the Sarbanes-Oxley Act of 2002. Accordingly, the Company will not permit the making ofany reprisal, threats, retribution or retaliation or similar actions against any person making a good faith report of a suspected violation oflaw, this Code of Business Conduct and Ethics or other Company policies.Violations of law, this Code of Business Conduct and Ethics or other Company policies or procedures by Company employeescan lead to disciplinary action up to and including termination.In trying to determine whether any given action is appropriate, use the following test. Imagine that the words you are using orthe action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortablewith the idea of this information being made public, perhaps you should think again about your words or your course of action.In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting therequirements of these practices by contacting the Legal Department.III.YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERSA.General Standards of ConductThe Company expects all employees, agents and contractors to exercise good judgment to ensure the safety and welfare ofemployees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment andbusiness organization. These standards apply while working on our premises or remotely, at offsite locations where our business is beingconducted, at Company‑sponsored business and social events, or at any other place where you are a representative of the Company.Employees, agents or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action,up to and including termination. You should review our employment handbook for more detailed information.B.Applicable LawsAll Company employees, agents and contractors must comply with all applicable laws, regulations, rules and regulatory orders.Company employees located outside of the United States must comply with laws, regulations, rules and regulatory orders of the UnitedStates, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each employee,agent and contractor must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or herto recognize potential dangers and to know when to seek advice from the Legal Department on specific Company policies andprocedures. Violations of laws, regulations, rules and orders may subject the employee, agent or contractor to individual criminal or civilliability, as well as to discipline by the Company. Such individual violations may also subject the Company to civil or criminal liability orthe loss of business.C.Conflicts of InterestEach of us has a responsibility to the Company, our stockholders and each other. Although this duty does not prevent us fromengaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur orappear to occur. The Company is subject to scrutiny from many different individuals and organizations. We should always strive to avoideven the appearance of impropriety.What constitutes a conflict of interest? A conflict of interest exists where the interests or benefits of one person or entityconflict with the interests or benefits of the Company. Examples include:(i)Employment/Outside Employment. In consideration of your employment with theCompany, you are expected to devote your full attention to the business interests of the Company. You are prohibited from engaging inany activity that interferes with your performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to theCompany. Our policies prohibit any employee from accepting simultaneous full-time or part-time employment with another companywithout obtaining the consent of both your immediate supervisor and the General Counsel of the Company. Additionally, you mustdisclose to the Company any interest that you have that may conflict with the business of the Company. If you have any questions onthis requirement, you should contact your supervisor or the Legal Department.(ii)Outside Directorships. The Company views serving on the Board of Directors or in asimilar capacity with any entity as a potential conflict of interest. Therefore, prior to accepting any such appointment, you must obtainthe consent of both your immediate supervisor and the General Counsel of the Company. Such approval may be conditioned upon thecompletion of specified actions. Also, any compensation you receive for such service should be commensurate to your responsibilities.(iii)Business Interests. If you are considering investing in a Company customer, supplier,developer or competitor, you must first take great care to ensure that these investments do not compromise your responsibilities to theCompany. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment;your ability to influence the Company's decisions; your access to confidential information of the Company or of the other company; andthe nature of the relationship between the Company and the other company. Therefore, while owning a few hundred shares of apublicly traded “tier-one” competitor will not, by itself, violate Company policy, ownership of five or ten percent of the outstandingshares of a supplier to the Company might constitute a violation of Company policy.(iv)Related Parties. As a general rule, you should avoid conducting Company business with arelative or significant other, or with a business in which a relative or significant other is associated in any significant role. In cases inwhich a relative or significant other of an executive officer or director is an employee of the Company, the direct supervisor of suchrelative or significant other should annually confirm to senior management and to the Company's Board of Directors that such relative'sor significant other's employment, performance review or compensation was not influenced in any way by such relationship. Relativesinclude spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships,and in‑laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to theCompany's Chief Financial Officer. If determined to be material to the Company by the Chief Financial Officer, the Company's AuditCommittee must review and approve in writing in advance these related party transactions. The most significant related partytransactions, particularly those involving the Company's directors or executive officers, must be reviewed and approved in writing inadvance by the Company's Board of Directors. The Company must report all material related party transactions under applicableaccounting rules, Federal securities laws (including rules and regulations of the Securities and Exchange Commission (SEC)), and stockmarket rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.The Company discourages the employment of relatives and significant others in positions or assignments within the samedepartment and prohibits the employment of these individuals in positions that have a financial dependence or influence (e.g., an auditingor control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairmentand conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinaterelationship.(v)Other Situations. Because other conflicts of interest may arise, it would be impractical toattempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind, you should consultthe Legal Department.D.Corporate OpportunitiesEmployees, officers and directors may not exploit for their own personal gain opportunities that are discovered through the useof corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directorsand the Board of Directors declines to pursue such opportunity.E.Payments or GiftsUnder no circumstances may employees, agents, contractors, vendors or consultants: (i) accept any offer, payment, promise topay, or authorization to pay any money, gift, or anything of value from customers, or (ii) offer to pay, make payment, promise to pay, orissue authorization to pay any money, gift, or anything of value to customers in a manner that is intended, directly or indirectly, toinfluence any business decision or to cause any action or failure to act that would constitute the commitment of fraud. Inexpensive gifts,infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance ofimpropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed toHuman Resources or the Legal Department.F.Protecting the Company's Confidential InformationThe Company's confidential information is a valuable asset. The Company's confidential information includes, but is not limitedto, product architectures; source codes; product plans and road maps; names and lists of customers, dealers, and employees; and financialinformation. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secretlaws. All confidential information must be used for Company business purposes only. Every employee, agent and contractor mustsafeguard it. THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIALINFORMATION SUCH AS INFORMATION REGARDING THE COMPANY'S PRODUCTS OR BUSINESSOVER THE INTERNET UNLESS YOU HAVE CONFIRMED THAT A NONDISCLOSURE AGREEMENT IS INPLACE AND THAT THE ELECTRONIC COMMUNICATIONS ARE APPROPRIATELY SAFEGUARDED. Thisresponsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company'spolicy on Maintaining and Managing Records set forth in Section III (L) of this Code of Business Conduct and Ethics. This obligationextends to confidential information of third parties, which the Company has rightfully received under Non‑Disclosure Agreements. Seethe Company's policy dealing with Handling the Confidential Information of Others set forth in Section III (G) of this Code of BusinessConduct and Ethics.(i)Proprietary Information and Inventions Agreement. When you joined the Company, you signedan agreement to protect and hold confidential the Company's proprietary information. This agreement remains in effect for as long asyou work for the Company and after you leave the Company. Under this agreement, you may not disclose the Company's confidentialinformation to anyone or use it to benefit anyone other than the Company without the prior written consent of an authorized Companyofficer.(ii)Disclosure of Company Confidential Information. To further the Company's business, fromtime to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be donewithout carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriateCompany management that disclosure of confidential information is necessary, you must then contact the Legal Department to ensurethat an appropriate written nondisclosure agreement is signed prior to the disclosure. The Company has standard nondisclosureagreements suitable for most disclosures. You must not sign a third party's nondisclosure agreement or accept changes to the Company'sstandard nondisclosure agreements without review and approval by the Company's Legal Department; provided, however, that thisprohibition shall not apply to a document which you are required to sign in order to gain access to a particular location (e.g., the electronicdocument that certain companies require you to sign in order to get a badge). In addition, all Company materials that contain Companyconfidential information, including presentations, must be reviewed and approved by either an individual having the title of VicePresident or higher or the Company's Legal Department prior to publication or use. Furthermore, any employee publication or publiclymade statement that might be perceived or construed as attributable to the Company, made outside the scope of his or her employmentwith the Company, must be reviewed and approved in writing in advance by the Company's Legal Department and must include theCompany's standard disclaimer that the publication or statement represents the views of the specific author and not of the Company.(iii)Requests by Regulatory Authorities. The Company and its employees, agents and contractorsmust cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legalrights of the Company with respect to its confidential information. All government requests for information, documents or investigativeinterviews must be referred to the Company's Legal Department. No financial information may be disclosed without the prior writtenapproval of the Chief Financial Officer.(iv)Company Spokespeople. Specific policies have been established regarding who may communicateinformation to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should bereferred to the Chief Financial Officer or Investor Relations Department. The Company has designated its CEO, President/COO, CFOand Investor Relations Department as official Company spokespeople for financial matters. The Company has designated its InvestorRelations Department as official Company spokespeople for marketing, technical and other such information. These designees are theonly people who may communicate with the press on behalf of the Company.G.Handling the Confidential Information of OthersThe Company has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteerconfidential information about their products or business plans to induce the Company to enter into a business relationship. At othertimes, we may request that a third party provide confidential information to permit the Company to evaluate a potential businessrelationship with that party. Whatever the situation, we must take special care to handle the confidential information ofothers responsibly. We handle such confidential information in accordance with our agreements with such third parties. See also theCompany's policy on Maintaining and Managing Records in Section III (L) of this Code of Business Conduct and Ethics.(i)Appropriate Nondisclosure Agreements. Confidential information may take many forms. Anoral presentation about a company's product development plans may contain protected trade secrets. A customer list or employee listmay be a protected trade secret. A demo of an alpha version of a company's new software may contain information protected by tradesecret and copyright laws.You should never accept information offered by a third party that is represented as confidential, or which appears from thecontext or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering theinformation. THE LEGAL DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANYPARTICULAR SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCHAGREEMENTS ON BEHALF OF THE COMPANY. Even after a nondisclosure agreement is in place, you should accept onlythe information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If moredetailed or extensive confidential information is offered and it is not necessary, for your immediate purposes, it should be refused.(ii)Need‑to‑Know. Once a third party's confidential information has been disclosed to the Company, wehave an obligation to abide by the terms of the relevant nondisclosure agreement and limit its use to the specific purpose for which it wasdisclosed and to disseminate it only to other Company employees with a need to know the information. Every employee, agent andcontractor involved in a potential business relationship with a third party must understand and strictly observe the restrictions on the useand handling of confidential information. When in doubt, consult the Legal Department.(iii)Notes and Reports. When reviewing the confidential information of a third party under anondisclosure agreement, it is natural to take notes or prepare reports summarizing the results of the review and, based partly on thosenotes or reports, to draw conclusions about the suitability of a business relationship. Notes or reports, however, can include confidentialinformation disclosed by the other party and so should be retained only long enough to complete the evaluation of the potential businessrelationship. Subsequently, they should be either destroyed or turned over to the Legal Department for safekeeping or destruction. TheLegal Department will make a judgment as to whether such notes can be destroyed or whether they should be retained in accordancewith the Company's records retention policies. Such notes should be treated just as any other disclosure of confidential information istreated: marked as confidential and distributed only to those Company employees with a need to know.(iv)Competitive Information. You should never attempt to obtain a competitor's confidentialinformation by improper means, and you should especially never contact a competitor regarding their confidential information. Whilethe Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees notto use or disclose the confidential information of their former employers.H.Obligations Under Securities Laws ‑"Insider" TradingObligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees,agents, contractors and consultants of the Company may come into possession of significant, sensitive information. This information isthe property of the Company -- youhave been entrusted with it. You may not profit from it by buying or selling securities yourself, or passing on the information to others toenable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilitiesand to make clear to you that the misuse of sensitive information is contrary to Company policy and U.S. securities laws.Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for individuals. In addition, theSEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading.Insider traders must also disgorge any profits made, and are often subjected to an injunction against future violations.Finally, insider traders may be subjected to civil liability in private lawsuits.Employers and other controlling persons (including supervisory personnel) are also at risk under U.S. securities laws.Controlling persons may, among other things, face penalties of the greater of $5,000,000 or three times the profits made or lossesavoided by the trader if they recklessly fail to take preventive steps to control insider trading.Thus, it is important both to you and the Company that insider-trading violations not occur. You should be aware that stockmarket surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authoritieswill detect and prosecute even small‑level trading is significant. Insider trading rules are strictly enforced, even in instances when thefinancial transactions seem small. You should contact the Chief Financial Officer or the Legal Department if you are unsure as towhether or not you are free to trade.The Company has imposed a trading blackout period on members of the Board of Directors, executive officers and certaindesignated employees who, as a consequence of their position with the Company, are more likely to be exposed to material nonpublicinformation about the Company. These directors, executive officers and employees generally may not trade in Company securitiesduring the blackout period. In addition, in the event that a trading blackout in Company stock is imposed on participants in the Company's401(k) Plan or in a Company pension plan with respect to Company Common Stock in such plans, the Company's executive officers anddirectors will be prohibited from trading during such blackout periods.For more details, and to determine if you are restricted from trading during trading blackout periods, you should review theCompany's Insider Trading Compliance Program. You can request a copy of this policy from the Legal Department. You should take afew minutes to read the Insider Trading Compliance Program carefully, paying particular attention to the specific policies and thepotential criminal and civil liability and/or disciplinary action for insider trading violations. Employees, agents and contractors of theCompany who violate this Policy are also subject to disciplinary action by the Company, which may include termination of employmentor of business relationship. All questions regarding the Company's Insider Trading Compliance Program should be directed to theCompany's Chief Financial Officer.I.Prohibition Against Short Selling of Company StockNo Company director, officer or other employee, agent or contractor may engage in short sales of the Company's securities. Ashort sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Company's stock price. Whileemployees who are not executive officers or directors are not prohibited by law from engaging in short sales of Company's securities,the Company has adopted as policy that employees may not do so.J.Public Reporting Requirements(i) General. Accounting and other business records are relied upon in the preparation of reports the Company files with certaingovernment agencies, such as the SEC. These reports must contain full, timely and understandable information and accurately reflectthe Company's financial condition and results of operations.(ii) Employee Responsibilities. Employees who collect, provide or analyze information for or otherwise contribute inany way in preparing or verifying these reports must strive to ensure that the Company's financial disclosures are accurate andverifiable, thus to enable stockholders and potential investors to assess the soundness and risks of the Company's business and financesand the quality and integrity of the Company's accounting and disclosures. The integrity of the Company's public disclosures depends onthe accuracy and completeness of the Company's records. To that end:a.All business transactions must be supported by appropriate documentation and reflected accurately in the Company's booksand records; in particular, no “side letters” or understandings, oral or written, that deviate from express contractual termsmay be entered into;b.No entry be made that intentionally mischaracterizes the nature or proper accounting of a transaction;c.No employee may take or authorize any action that would cause the Company's financial records or disclosures to fail tocomply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rulesand regulations;d.All employees must cooperate fully with the Company's independent public accountants and counsel, respond to theirquestions with candor and provide them with complete and accurate information to help ensure that the Company's booksand records, as well as the Company's reports filed with the SEC, are accurate and complete; ande.No employee should knowingly make (or cause or encourage any other person to make) any false or misleading statementin any report filed with the SEC or other government agency, or knowingly omit (or cause or encourage any other person toomit) any information necessary to make the disclosure in any of the Company's reports accurate in all material respects.Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledgepromptly to his or her manager or through the Open Door Hotline.K.Use of Company's Assets(i)General. Protecting the Company's assets is a key fiduciary responsibility of every employee, agentand contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, withoutappropriate authorization. All Company employees, agents and contractors are responsible for the proper use of Company assets, andmust safeguard such assets against loss, damage, misuse or theft. Employees, agents or contractors who violate any aspect of this policyor who demonstrate poor judgment in the manner in which they use any Company asset may be subject to disciplinary action, up to andincluding termination of employment or business relationship at the Company's sole discretion. Company equipment and assets are to beused for Company business purposes only. With the exception of computers and cell phones (for which reasonable personal use isallowed, subject to the provisions in Subsection III (K) (iv) below), employees, agents and contractors may not use Company assets forpersonal use, nor may they allow any other person to use Company assets. Employees who have any questions regarding this policyshould bring them to the attention of the Company's Human Resources Department.(ii)Physical Access Control. The Company has and will continue to develop procedures coveringphysical access control to ensure privacy of communications, maintenance of the security of the Company communication equipment,and safeguard Company assets from theft, misuse and destruction. You are personally responsible for complying with the level of accesscontrol that has been implemented in the facility where you work on a permanent or temporary basis. You must not defeat or cause to bedefeated the purpose for which the access control was implemented.(iii)Company Funds. Every Company employee is personally responsible for all Company funds overwhich he or she exercises control. Company agents and contractors should not be allowed to exercise control over Company funds.Company funds must be used only for Company business purposes. Every Company employee, agent and contractor must takereasonable steps to ensure that the Company receives good value for Company funds spent, and must maintain accurate and timelyrecords of each and every expenditure. Expense reports must be accurate and submitted in a timely manner. Company employees,agents and contractors must not use Company funds for any personal purpose.(iv)Computers and Other Equipment. The Company strives to furnish employees with theequipment necessary to efficiently and effectively do their jobs. You must care for that equipment and to use it responsibly only forCompany business purposes. If you use Company equipment at your home or off site, take precautions to protect it from theft ordamage, just as if it were your own. If the Company no longer employs you, you must immediately return all Company equipment.While computers and other electronic devices (including cell phones) are made accessible to employees to assist them to perform theirjobs and to promote the Company's interests, all such computers and electronic devices, whether used entirely or partially on theCompany's premises or with the aid of the Company's equipment or resources, must remain fully accessible to the Company and, to themaximum extent permitted by law, will remain the sole and exclusive property of the Company. You should not install any software onyour Company computer which has not been provided to you by the Company.To the extent permitted by applicable law, employees, agents and contractors should not maintain any expectation of privacywith respect to information transmitted over, received by, or stored in any electronic communications device owned, leased, or operatedin whole or in part by or on behalf of the Company. To the extent permitted by applicable law, the Company retains the right to gainaccess to any information received by, transmitted by, or stored in any such electronic communications device, by and through itsemployees, agents, contractors, or representatives, at any time, either with or without an employee's or third party's knowledge,consent or approval.(v)Software. All software used by employees to conduct Company business must be appropriatelylicensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing somay constitute copyright infringement and may expose you and the Company to potential civil and criminal liability. In addition, use ofillegal or unauthorized copies of software may subject the employee to disciplinary action, up to and including termination. TheCompany's IT Department will inspect Company computers periodically to verify that only approved and licensed software has beeninstalled. Any non‑licensed/supported software will be removed.(vi)Electronic Usage. The purpose of this policy is to make certain that employees utilize electroniccommunication devices in a legal, ethical, and appropriate manner. This policy addresses the Company's responsibilities and concernsregarding the fair and proper use of all electronic communications devices within the organization, including computers, e‑mail,connections to the Internet, intranet and extranet and any other public or private networks, voice mail, videoconferencing, facsimiles, and telephones. Posting or discussing information concerning the Company's products or business on theInternet without the prior written consent of the Company's CFO is prohibited. Any other form of electronic communication used byemployees currently or in the future is also intended to be encompassed under this policy. It is not possible to identify every standard andrule applicable to the use of electronic communications devices. Employees are therefore encouraged to use sound judgment wheneverusing any feature of our communications systems. The complete set of policies with respect to electronic usage of the Company's assetsis located on the Sanmina-SCI intranet site. You are expected to review, understand and follow such policies and procedures.L.Maintaining and Managing RecordsThe purpose of this policy is to set forth and convey the Company's business and legal requirements in managing and processingrecords, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computerhard disks, email, floppy disks, microfiche, microfilm or all other media. Furthermore, records also include personal data, whethermanual or automated, as defined under the national implementing legislation of European Directive 95/46/EC of the EuropeanParliament and of the Council of 24 October 1995 (“EU Data Protection Legislation”). The Company is required by local, state, federal,foreign and other applicable laws and regulations such as (but not limited to) the EU Data Protection Legislation to retain certain recordsand to follow specific guidelines in the management, processing and disposal of its records. Civil and criminal penalties for failure tocomply with such guidelines can be severe for employees, agents, contractors and the Company, and failure to comply with suchguidelines may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment orbusiness relationship at the Company's sole discretion.M.Records on Legal Hold A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances,such as litigation or government investigations. The Company's Legal Department determines and identifies what types of Companyrecords or documents are required to be placed under a legal hold. Every Company employee, agent and contractor must comply withthis policy. Failure to comply with this policy may subject the employee, agent or contractor to disciplinary action, up to and includingtermination of employment or business relationship at the Company's sole discretion.The Company's Legal Department will notify you if a legal hold is placed on records for which you are responsible. You thenmust preserve and protect the necessary records in accordance with instructions from the Company's Legal Department. RECORDSOR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BEDESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains effective until it isofficially released in writing by the Company's Legal Department. If you are unsure whether a document has been placed under a legalhold, you should preserve and protect that document while you check with the Company's Legal Department.If you have any questions about this policy you should contact the Company's Legal Department.N.Political ContributionsThe Company reserves the right to communicate its position on important issues to elected representatives and othergovernment officials. It is the Company's policy to comply fully with all local,state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company's funds or assetsmust not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior writtenapproval of the Company's Legal Department and, if required, the Board of Directors.O.Foreign Corrupt Practices Act The Company requires full compliance with the Foreign Corrupt Practices Act (“FCPA”) by all of its employees, agents, andcontractors.The anti‑bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, orauthorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, forthe purpose of: influencing any act or failure to act, in the official capacity of that foreign official or party; or inducing the foreign officialor party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or directbusiness to anyone.All Company employees, agents and contractors whether located in the United States or abroad, are responsible for FCPAcompliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continuedcompliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the Company. FCPAcompliance includes the Company's policy on Maintaining and Managing Records in Section III (L) of this Code of Business Conduct andEthics.Laws in most countries outside of the United States also prohibit or restrict government officials or employees of governmentagencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreementmay be made with any business in which a government official or employee holds a significant interest, without the prior approval of theCompany's Legal Department.P.Export ControlsA number of countries maintain controls on the destinations to which products or software may be exported. Some of thestrictest export controls are maintained by the United States against countries that the U.S. government considers unfriendly or assupporting international terrorism. The U.S. regulations are complex and apply both to exports from the United States and to exports ofproducts from other countries, when those products contain U.S.‑origin components or technology. Software created in the UnitedStates is subject to these regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containingtechnical data made to foreign nationals in the United States may constitute a controlled export. The Legal Department can provide youwith guidance on which countries are prohibited destinations for Company products or whether a proposed technical presentation toforeign nationals may require a U.S. Government license. Accordingly, you should check with the Legal Department in advance ofeffecting any offshore transaction that may raise concerns regarding compliance with U.S. export control laws.Q.Building SecurityIf you suspect any illegal activity, security breach (whether in fences, cages, attempts by unauthorized personnel to gain entryor otherwise), or dangerous situation, it is critical that you report the violation to management, the security guard or to your humanresources representative as soon aspossible. In the event you come into contact with a person who doesn't have the appropriate badge or other credential, you should politelyinquire as to the individual's business on the premises and, if unsatisfied with the response, promptly report the individual to the securityguard and/or your human resources representative. In the event of an emergency, you should dial 911 (if you are in the United States)or the appropriate emergency number (if you are outside of the United States).IV.RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERSA.Customer RelationshipsIf your job puts you in contact with any Company customers or potential customers, it is critical for you to remember that yourepresent the Company to the people with whom you are dealing. Act in a manner that creates value for our customers and helps tobuild a relationship based upon trust. The Company and its employees have provided products and services for many years and have builtup significant goodwill over that time. This goodwill is one of our most important assets, and the Company's employees, agents andcontractors must act to preserve and enhance our reputation.B.Publications of OthersThe Company subscribes to many publications that help employees do their jobs better. These include newsletters, referenceworks, online reference services, magazines, books, and other digital and printed works. Copyright law generally protects these works,and their unauthorized copying and distribution constitute copyright infringement. You must first obtain the consent of the publisher of apublication before copying publications or significant parts of them. When in doubt about whether you may copy a publication, consultthe Legal Department.C.Selecting SuppliersThe Company's suppliers make significant contributions to our success. To create an environment where our suppliers have anincentive to work with the Company, they must be confident that they will be treated lawfully and in an ethical manner. TheCompany's policy is to purchase supplies based on need, quality, service, price and terms and conditions. The Company's policy is toselect significant suppliers or enter into significant supplier agreements though a competitive bid process where possible. Under nocircumstances should any Company employee, agent or contractor attempt to coerce suppliers in any way. The confidential informationof a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriatenondisclosure agreement has been signed. A supplier's performance should generally not be discussed with anyone outside theCompany. A supplier to the Company is generally free to sell its products or services to any other party, including competitors of theCompany. In some cases where the products or services have been designed, fabricated, or developed to our specifications, theagreement between the parties may contain restrictions on sales.D.Government RelationsIt is the Company's policy to comply fully with all applicable laws and regulations governing contact and dealings withgovernment employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct. This policyincludes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. If you have any questionsconcerning government relations, you should contact the Company's Legal Department.E.LobbyingEmployees, agents or contractors whose work requires lobbying communication with any member or employee of a legislativebody or with any government official or employee in the formulation of legislation must have prior written approval of such activityfrom the Company's Legal Department. Activity covered by this policy includes meetings with legislators or members of their staffs orwith senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbyingcommunication are also covered by this policy even if the communication ultimately is not made.F.Government ContractsIt is the Company's policy to comply fully with all applicable laws and regulations that apply to government contracting. It is alsonecessary to strictly adhere to all terms and conditions of any contract with local, state, federal, foreign or other applicable governments.The Company's Legal Department must review and approve all contracts with any government entity.G.Free and Fair CompetitionMost countries have well‑developed bodies of law designed to encourage and protect free and fair competition. The Company iscommitted to obeying both the letter and spirit of these laws. The consequences of not doing so can be severe for all of us.These laws often regulate the Company's relationships with its distributors, resellers, dealers, and customers. Competition lawsgenerally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms,promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competingproducts, termination, and many other practices.Competition laws also govern, usually quite strictly, relationships between the Company and its competitors. As a generalrule, contacts with competitors should be limited and should always avoid subjects such as prices or other terms andconditions of sale, customers, and suppliers. Employees, agents or contractors of the Company may not knowingly make false ormisleading statements regarding its competitors or the products of its competitors, customers or suppliers. Participating with competitorsin a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimatepurpose, and has limited its activities to that purpose. Membership in trade associations should be approved in advance by the LegalDepartment.No employee, agent or contractor shall at any time or under any circumstances enter into an agreement or understanding,written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profitmargins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers orsuppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. In some cases, legitimate joint ventureswith competitors may permit exceptions to these rules as may bona fide purchases from or sales to competitors on non‑competitiveproducts, but the Company's Legal Department must review all such proposed ventures in advance. These prohibitions are absolute andstrict observance is required. Collusion among competitors is illegal, and the consequences of a violation are severe.Although the spirit of these laws, known as "antitrust," "competition," or "consumer protection" or unfair competition laws, isstraightforward, their application to particular situations can be quite complex. To ensure that the Company complies fully with theselaws, each of us should have a basic knowledge ofthem and should involve our Legal Department early on if it appears that a questionable situation may arise.H.Industrial Espionage It is the Company's policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rightsof our competitors and abiding by all applicable laws in the course of competing. The purpose of this policy is to maintain the Company'sreputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. The Company expects its competitorsto respect our rights to compete lawfully in the marketplace, and we must respect their rights equally. Company employees, agents andcontractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidentialinformation of anyone including suppliers, customers, business partners or competitors.V.WAIVERSAny waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company's Board of Directors oran executive officer must be approved in writing prior to the proposed transaction by the Company's Board of Directors and promptlypublicly disclosed. Any waiver of any provision of this Code of Business Conduct and Ethics with respect to any other employee, agentor contractor must be approved in writing prior to the proposed transaction by the Company's Legal Department.VI.DISCIPLINARY ACTIONSThe matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, itsstockholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its statedvalues. We expect all of our employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for theCompany.The Company will take appropriate action against any employee, agent, contractor or consultant whose actions are found toviolate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment orbusiness relationship at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against theindividuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.You should review the Company's policies and procedures at the Sanmina-SCI intranet site for more detailed information.VII.ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICSI have received and read the Company's Code of Business Conduct and Ethics. I understand the standards and policies containedin the Company Code of Business Conduct and Ethics and understand that there may be additional policies or laws specific to my job. Ifurther agree to comply with the Company Code of Business Conduct and Ethics.If I have questions concerning the meaning or application of the Company Code of Business Conduct and Ethics, any Companypolicies, or the legal and regulatory requirements applicable to my job, I know I can consult my manager, the Human ResourcesDepartment or the Legal Department, knowing that my questions or reports to these sources will be maintained in confidence. Name Signature Date Location (Facility)Please sign and return this form to the Human Resources Manager at your facility.Exhibit 21.1LIST OF SUBSIDIARIESEntity NameJurisdictionAET Holdings Ltd. (18)MauritiusAV BreconRidge Limited (1)Hong KongBreconRidge Manufacturing Solutions (Asia) Limited (20)Hong KongContinental Circuits International, Inc. (3)BarbadosDavos Group Limited (5)British Virgin IslandsHadco Corporation (8)United StatesHadco Santa Clara, Inc. (3)United StatesPT Sanmina-SCI Batam (15)IndonesiaSanmina (B.V.I.) Ltd. (10)British Virgin IslandsSanmina Enclosure Systems Hungary Limited Liability Company (10)HungarySanmina Foreign Sales Corporation (8)BarbadosSanmina France SAS (6)FranceSanmina SAS (8)FranceSanmina-SCI (China) Limited (5)Hong KongSanmina-SCI (H.K.) Limited (5)Hong KongSanmina-SCI (Shenzhen) Limited (7)ChinaSanmina-SCI AB (8)SwedenSanmina-SCI Central Services (8)FranceSanmina-SCI Circuit (Wuxi) Co. Ltd. (7)ChinaSanmina-SCI CorporationUnited StatesSanmina-SCI Corporation (Malaysia) SDN BHD (4)MalaysiaSanmina-SCI Corporation Argentina SA (10)ArgentinaSanmina-SCI Corporation Africa (10)South AfricaSanmina-SCI Corporation Colombia S.A.S. (15)ColombiaSanmina-SCI Czech Republic s.r.o. (8)Czech RepublicSanmina-SCI de Mexico S.A. de C.V. (8)MexicoSanmina-SCI do Brasil Integration Ltd. (9)BrazilSanmina-SCI do Brasil Technology Ltda. (15)BrazilSanmina-SCI do Brazil Ldta. (8)BrazilSanmina-SCI Dutch Holdings, B.V. (15)NetherlandsSanmina-SCI Electronics Pte. Ltd. (14)SingaporeSanmina-SCI EMS Haukipudas OY (10)FinlandSanmina-SCI Enclosure Systems (Asia) Ltd. (2)Hong KongSanmina-SCI Enclosure Systems (Shenzhen) Ltd. (11)ChinaSanmina-SCI Enclosure Systems (Suzhou) Co. Ltd. (11)ChinaSanmina-SCI Enclosure Systems OY (8)FinlandSanmina-SCI Germany GmbH (13)GermanySanmina-SCI Holding (Thailand) Limited (10)ThailandSanmina-SCI Holding GmbH & Co. KG (8)GermanySanmina-SCI Holdings Australia Pty. Ltd. (15)AustraliaSanmina-SCI Hungary Electronics Manufacturing LLC (15)HungarySanmina-SCI Hungary Holdings Limited Liability Company (10)HungarySanmina-SCI India Private Limited (18)IndiaSanmina-SCI Ireland (16)IrelandSanmina-SCI Israel EMS Ltd. (15)IsraelSanmina-SCI Israel Medical Systems Ltd.(15)IsraelEntity NameJurisdictionSanmina-SCI Optical Technology (Shenzhen) Ltd. (19)ChinaSanmina-SCI Pte. Ltd. (18)SingaporeSanmina-SCI Real Estate Partnership (8)FranceSanmina-SCI RSP de Mexico S.A. de C.V. (8)MexicoSanmina-SCI Systems (Canada), Inc. (8)CanadaSanmina-SCI Systems (Kunshan) Co. Limited (7)ChinaSanmina-SCI Systems (Malaysia) SND BHD (10)MalaysiaSanmina-SCI Systems (Thailand) Limited (12)ThailandSanmina-SCI Systems de Mexico S.A. de C.V. (10)MexicoSanmina-SCI Systems Australia Pty Ltd (15)AustraliaSanmina-SCI Systems Holdings, Inc. (8)United StatesSanmina-SCI Systems Ireland Limited (10)IrelandSanmina-SCI Systems Israel Ltd. (15)IsraelSanmina-SCI Systems Japan, Ltd. (10)JapanSanmina-SCI Systems Singapore Pte. Ltd. (10)SingaporeSanmina-SCI Systems Tel Aviv Ltd. (17)IsraelSanmina-SCI Technology India Private Limited (18)IndiaSanmina-SCI Technology Limited (7)CaymanSanmina-SCI U.K. Limited (10)United KingdomSanmina-SCI/TAG de Mexico S.A. de C.V. (10)MexicoSCI Brockville Corp (15)CanadaSCI Technology, Inc. (8)United States Annotation(1)A subsidiary of BreconRidge Manufacturing Solutions (Asia) Limited(2)A subsidiary of Davos Group Limited(3)A subsidiary of Hadco Corporation(4)A subsidiary of Hadco Santa Clara, Inc.(5)A subsidiary of Sanmina (B.V.I.) Ltd.(6)A subsidiary of Sanmina SAS(7)A subsidiary of Sanmina-SCI (China) Limited(8)A subsidiary of Sanmina-SCI Corporation(9)A subsidiary of Sanmina-SCI do Brasil Technology Ltda.(10)A subsidiary of Sanmina-SCI Dutch Holdings, B.V.(11)A subsidiary of Sanmina-SCI Enclosure Systems (Asia) Ltd.(12)A subsidiary of Sanmina-SCI Holding (Thailand) Limited(13)A subsidiary of Sanmina-SCI Holding GmbH & Co. KG(14)A subsidiary of Sanmina-SCI Pte. Ltd.(15)A subsidiary of Sanmina-SCI Systems Holdings, Inc.(16)A subsidiary of Sanmina-SCI Systems Ireland Limited(17)A subsidiary of Sanmina-SCI Systems Israel Ltd.(18)A subsidiary of Sanmina-SCI Systems Singapore Pte. Ltd.(19)A subsidiary of Sanmina-SCI Technology Limited(20)A subsidiary of SCI Brockville Corp EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of DirectorsSanmina Corporation:We consent to the incorporation by reference in the registration statements on Form S‑3 (Nos. 333‑131360, 333‑61042, 333‑50282, 333‑39316,333‑95467, 333‑84221, 333‑84039, 333‑76279, and 333‑71313) and Form S‑8 (Nos. 333-182042, 333‑172128, 333‑165435,333‑157099, 333‑84704, 333‑112605, 333‑108942, 333‑104692, 333‑100236, 333‑87946, 333‑83110, 333‑75616, 333‑64294,333‑39930, 333‑79259, and 333‑23565) of Sanmina Corporation of our report dated November 20, 2012, with respect to the consolidatedbalance sheets of Sanmina Corporation as of September 29, 2012 and October 1, 2011, and the related statements of income, comprehensiveincome, stockholders' equity, and cash flows for each of the years in the three-year period ended September 29, 2012, and the related financialstatement schedule, and the effectiveness of internal control over financial reporting as of September 29, 2012, which report appears in theSeptember 29, 2012 annual report on Form 10‑K of Sanmina Corporation./s/ KPMG LLP______________________Santa Clara, CaliforniaNovember 20, 2012 EXHIBIT 31.1CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302(A) OFTHE SARBANES-OXLEY ACT OF 2002I, Jure Sola, certify that:1.I have reviewed this Annual Report on Form 10-K of Sanmina Corporation;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recentfiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant's internal control over financial reporting; and5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controlover financial reporting.Date: November 20, 2012 /s/ JURE SOLA Jure Sola Chief Executive Officer (Principal Executive Officer) EXHIBIT 31.2CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302(A) OFTHE SARBANES-OXLEY ACT OF 2002I, Robert K. Eulau, certify that:1.I have reviewed this Annual Report on Form 10-K of Sanmina Corporation;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recentfiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant's internal control over financial reporting; and5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controlover financial reporting.Date: November 20, 2012 /s/ ROBERT K. EULAU Robert K. Eulau Chief Financial Officer (Principal Financial Officer) EXHIBIT 32.1CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Pursuant to the requirement set forth in Section 1350 of Chapter 63 of Title 18 of the United States of America Code (18 U.S.C. §1350), Jure Sola,Chief Executive Officer of Sanmina Corporation (the “Company”), hereby certifies that, to the best of his knowledge:1.The Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, to which this Certification is attached asExhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations ofthe Company.IN WITNESS WHEREOF, the undersigned has set his hand hereto as of November 20, 2012. /s/ JURE SOLA Jure Sola Chief Executive Officer (Principal Executive Officer)This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to beincorporated by reference into any filing of Sanmina Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.EXHIBIT 32.2CERTIFICATION OF PRINCIPAL FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Pursuant to the requirement set forth in Section 1350 of Chapter 63 of Title 18 of the United States of America Code (18 U.S.C. §1350), Robert K.Eulau, Chief Financial Officer of Sanmina Corporation (the “Company”), hereby certifies that, to the best of his knowledge:1.The Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, to which this Certification is attached asExhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations ofthe Company.IN WITNESS WHEREOF, the undersigned has set his hand hereto as of November 20, 2012. //s/ ROBERT K. EULAU Robert K. Eulau Chief Financial Officer (Principal Financial Officer)This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to beincorporated by reference into any filing of Sanmina Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

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