This quarterly report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements relate to our expectations for
future events and time periods. All statements other than statements of
historical fact are statements that could be deemed to be forward-looking
statements, including any statements regarding trends in future revenue or
results of operations, gross margin, operating margin, expenses, earnings or
losses from operations, or cash flow; any statements of the plans, strategies
and objectives of management for future operations and the anticipated benefits
of such plans, strategies and objectives; any statements regarding future
economic conditions or performance; any statements regarding litigation or
pending investigations, claims or disputes; any statements regarding the timing
of closing of, future cash outlays for, and benefits of acquisitions and other
strategic transactions, including the joint venture with Reliance Strategic
Business Ventures Limited, any statements regarding expected restructuring costs
and benefits; any statements concerning the adequacy of our current liquidity
and the availability of additional sources of liquidity; any statements
regarding the potential or expected impact of the COVID-19 pandemic on our
business, results of operations and financial condition; any statements
regarding the potential impact of supply chain shortages and inflation on our
business; any statements regarding the future impact of tariffs on our business;
any statements relating to the expected impact of accounting pronouncements not
yet adopted; any statements regarding future repurchases of our common stock;
any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Generally, the words "anticipate," "believe,"
"plan," "expect," "future," "intend," "may," "will," "should," "estimate,"
"predict," "potential," "continue" and similar expressions identify
forward-looking statements. Our forward-looking statements are based on current
expectations, forecasts and assumptions and are subject to risks and
uncertainties, including those contained in Part II, Item 1A of this report. As
a result, actual results could vary materially from those suggested by the
forward-looking statements. We undertake no obligation to publicly disclose any
revisions to these forward-looking statements to reflect events or circumstances
occurring subsequent to filing this report with the Securities and Exchange
Commission. Investors and others should note that Sanmina announces material
financial information to our investors using our investor relations website
(http://ir.sanmina.com/investor-relations/overview/default.aspx), SEC filings,
press releases, public conference calls and webcasts. We use these channels to
communicate with our investors and the public about Sanmina, its products and
services and other issues. It is possible that the information we post on our
investor relations website could be deemed to be material information.
Therefore, we encourage investors, the media, and others interested in Sanmina
to review the information we post on our investor relations website. The
contents of our investor relations website are not incorporated by reference
into this quarterly report on Form 10-Q or in any other report or document we
file with the SEC.

Sanmina Corporation and its subsidiaries (the "Company", "we" or "us") operate
on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2022
and 2021 are each 52-week years. All references to years relate to fiscal years
unless otherwise noted.

Overview

We are a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services. Our revenue is generated from sales of our products and services primarily to original equipment manufacturers (OEMs) that serve the industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure solutions industries.

Our operations are managed as two businesses:

1.Integrated Manufacturing Solutions (IMS). Our IMS segment consists of printed circuit board assembly and test, high-level assembly and test and direct-order-fulfillment.



2.Components, Products and Services (CPS). Components include interconnect
systems (printed circuit board fabrication, backplane, cable assemblies and
plastic injection molding) and mechanical systems (enclosures and precision
machining). Products include memory solutions from our Viking Technology
division; high-performance storage platforms for hyperscale and enterprise
solutions from our Viking Enterprise Solutions (VES) division; optical, radio
frequency RF, optical and microelectronic (microE) design and manufacturing
services from our Advanced Micro Systems Technologies division; defense and
aerospace products from SCI Technology; and cloud-based manufacturing execution
software from our 42Q division. Services include design, engineering and
logistics and repair.

Our only reportable segment for financial reporting purposes is IMS, which
represented approximately 80% of our total revenue in the first half of 2022.
Our CPS business consists of multiple operating segments which do not
individually meet the quantitative thresholds for being presented as reportable
segments under the accounting rules for segment reporting.
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Therefore, financial information for these operating segments is aggregated and presented in a single category entitled "Components, Products and Services".



Our strategy is to leverage our comprehensive product and service offerings,
advanced technologies and global capabilities to further penetrate diverse end
markets that we believe offer significant growth opportunities and have complex
products that require higher value-added services. We believe this strategy
differentiates us from our competitors and will help drive more sustainable
revenue growth and provide opportunities for us to ultimately achieve operating
margins that exceed industry standards.

There are many challenges to successfully executing our strategy. For example,
we compete with a number of companies in each of our key end markets. This
includes 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 seek to differentiate ourselves from our competitors,
competition remains intense and profitably growing our revenues has been
challenging. Additionally, the COVID-19 pandemic created a unique and
challenging environment in which our results of operations in 2021 and 2020 were
significantly and negatively impacted. These impacts arose from rapidly changing
market and economic conditions caused by the pandemic, as well as by numerous
measures imposed by government authorities to try to limit the spread of the
virus. These conditions and measures disrupted our operations and those of our
customers, interrupted the supply of components, reduced the capacity of our
logistics providers to deliver components and products and resulted in temporary
closures of manufacturing sites and reduced staffing of our plants. We are
unable to accurately predict the full impact that the COVID-19 pandemic will
have on us due to a number of uncertainties, including the duration of ongoing
supply chain constraints directly and indirectly caused by the pandemic, the
extent of the impact of the pandemic on our customers' businesses, the number of
employees who may become infected or exposed to infected persons, the need for
temporary plant closures caused by large scale employee infections, the duration
of the outbreak, the continued efficacy and availability of COVID-19 vaccines,
the geographic locations of any future outbreaks, including outbreaks caused by
variants of COVID-19, such as the Omicron variant and the BA.2 subvariant, and
actions that government authorities may take in response. For example, although
acute pandemic conditions have abated in many regions in which we operate,
recent increases in infections in China, and the measures being taken by the
government in response, have disrupted the operations of certain of our plants.
We believe it is likely that the pandemic and related supply chain disruptions
will continue to have a negative impact on our business, results of operations
and financial condition for the foreseeable future.

A small number of customers have historically generated a significant portion of
our net sales. Sales to our ten largest customers have typically represented
approximately 50% of our net sales. Two customers represented 10% or more of our
net sales for the three and six months ended April 2, 2022. One customer
represented 10% or more of our net sales for the three and six months ended
April 3, 2021.

We typically generate about 80% of our net sales from products manufactured in
our non-U.S. operations. The concentration of foreign operations has resulted
primarily from a desire on the part of many of our customers to manufacture in
lower cost regions such as Asia, Latin America and Eastern Europe.

Historically, we have had substantial recurring sales to existing customers. We
typically enter into supply agreements with our major OEM customers. These
agreements generally have terms ranging from three to five years and can cover
the manufacture of a range of products. Under these agreements, a customer
typically purchases its requirements for specific products in particular
geographic areas from us. However, these agreements generally do not obligate
the customer to purchase minimum quantities of products, which can have the
effect of reducing revenue and profitability. In addition, some customer
contracts contain cost reduction objectives, which can also have the effect of
reducing revenue from such customers.

On March 2, 2022, we entered into a Share Subscription and Purchase Agreement
(the "SSPA") and a Joint Venture and Shareholders' Agreement (the "Shareholders'
Agreement") with Reliance Strategic Business Ventures Limited ("RSVL"), a
wholly-owned subsidiary of Reliance Industries Limited. Pursuant to the SSPA and
the Shareholders' Agreement, the parties will establish Sanmina SCI India
Private Limited ("SIPL"), our existing Indian manufacturing entity, as a joint
venture to engage in manufacturing in India of telecommunications equipment,
data center and internet equipment, medical equipment, clean technology
equipment and other high-tech equipment.

Pursuant to the terms of the SSPA, RSVL will acquire shares of SIPL such that
immediately after the closing of this transaction, RSVL will hold 50.1% of the
outstanding shares of SIPL and we will hold 49.9% of the outstanding shares of
SIPL. We expect the transaction to close during the fourth quarter of 2022.

                                       22
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Critical Accounting Policies and Estimates



Management's discussion and analysis of our financial condition and results of
operations are based upon our unaudited condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States ("GAAP"). We review the accounting
policies used in reporting our financial results on a regular basis. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, net sales and
expenses and related disclosure of contingent liabilities. On an ongoing basis,
we evaluate the process used to develop estimates related to accounts
receivable, inventories, income taxes, environmental matters, litigation and
other contingencies. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Due to the COVID-19 pandemic, the global economy and
financial markets have been disrupted and there is a significant amount of
uncertainty about the length and severity of the consequences caused by the
pandemic. We have considered information available to us as of the date of
issuance of these financial statements and are not aware of any specific events
or circumstances that would require an update to our estimates or judgments, or
a revision to the carrying value of our assets or liabilities. Our estimates may
change as new events occur and additional information becomes available. Our
actual results may differ materially from these estimates.

A complete description of our critical accounting policies and estimates is contained in our Annual Report on Form 10-K for the fiscal year ended October 2, 2021 filed with the Securities and Exchange Commission.



Results of Operations

Key Operating Results

                         Three Months Ended                 Six Months Ended
                     April 2,         April 3,         April 2,         April 3,
                       2022             2021             2022             2021
                                            (In thousands)
Net sales          $ 1,911,530      $ 1,699,677      $ 3,668,855      $ 3,454,926
Gross profit       $   152,447      $   143,098      $   296,936      $   284,333
Operating income   $    82,226      $    64,723      $   163,659      $   140,282
Net income         $    53,220      $    47,037      $   111,854      $    95,058



Net Sales

Sales by end market were as follows (dollars in thousands):



                                                            Three Months Ended                                                                 Six Months Ended
                                   April 2,             April 3,                                                     April 2,             April 3,
                                     2022                 2021                   Increase/(Decrease)                   2022                 2021       

Increase/(Decrease)


Industrial, Medical, Defense
and Automotive                  $ 1,154,720          $   980,794          $ 

173,926 17.7 % $ 2,209,691 $ 2,013,312

     $          196,379        9.8  %
Communications Networks and
Cloud Infrastructure                756,810              718,883                      37,927         5.3  %         1,459,164            1,441,614                      17,550        1.2  %
Total                           $ 1,911,530          $ 1,699,677          $          211,853        12.5  %       $ 3,668,855          $ 3,454,926          $          213,929        6.2  %



Net sales increased 12.5% in the second quarter of 2022 compared to the second
quarter of 2021. Net sales increased 6.2% in the six months ended April 2, 2022
compared to the six months ended April 3, 2021. These increases were primarily
due to stronger demand overall and new programs in our industrial and data
communications segments.

Gross Margin



Gross margin decreased to 8.0% for the second quarter of 2022 from 8.4% for the
second quarter of 2021. IMS gross margin increased to 7.0% for the second
quarter of 2022, from 6.9% for the second quarter of 2021. CPS gross margin
decreased to 12.1% for the second quarter of 2022, from 14.2% for the second
quarter of 2021, primarily due to less favorable mix.

Gross margin decreased to 8.1% for the six months ended April 2, 2022 from 8.2%
for the six months ended April 3, 2021. IMS gross margin increased to 7.2% for
the six months ended April 3, 2021, from 7.1% for the six months ended April 3,
                                       23
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2021. CPS gross margin decreased to 11.9% for the six months ended April 3,
2021, from 13.4% for the six months ended April 3, 2021, primarily due to a less
favorable mix of revenue between the various operating segments within CPS and
unfavorable product mix within the Printed Circuit Boards operating segment of
CPS.

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 also be caused by a
number of other factors, including:

•the ongoing impacts of the COVID-19 pandemic on our operations, the operations
of our suppliers and on our customers' businesses;
•capacity utilization which, if lower, results in lower margins due to fixed
costs being absorbed by lower volumes;
•changes in the mix of high and low margin products demanded by our customers;
•competition in the EMS industry and pricing pressures from OEMs due to greater
focus on cost reduction;
•the amount of our provisions for excess and obsolete inventory, including those
associated with distressed customers;
•levels of operational efficiency and production yields; and
•our ability to transition the location of and ramp manufacturing and assembly
operations when requested by a customer in a timely and cost-effective manner.

Selling, General and Administrative



Selling, General and Administrative expenses increased $0.7 million, from $61.1
million, or 3.6% of net sales, in the second quarter of 2021 to $61.8 million,
or 3.2% of net sales, in the second quarter of 2022.

Selling, General and Administrative expenses increased $3.2 million, from $120.1
million, or 3.5% of net sales, in the six months ended April 3, 2021 to $123.3
million, or 3.4% of net sales, in the six months ended April 2, 2022. The
increase was primarily due to higher incentive compensation and certain other
expenses, partially offset by reduced headcount expenses.

Restructuring

The following table provides a summary of restructuring costs:



                                                         Restructuring Expense
                                             Three Months Ended            Six Months Ended
                                           April 2,       April 3,      April 2,      April 3,
                                             2022           2021          2022          2021
                                                      (In thousands)
       Severance costs                   $       80      $ 10,656      $   (163)     $ 11,492
       Other exit costs                         228             9           639             9
       Total - Q1 FY20 Plan                     308        10,665           476        11,501
       Costs incurred for other plans         2,623         1,215         3,870         2,283
       Total - all plans                 $    2,931      $ 11,880      $  4,346      $ 13,784


Q1 FY20 Plan

On October 28, 2019, we adopted a Company-wide restructuring plan ("Q1 FY20
Plan"), under which we had incurred costs of approximately $30 million as of
April 2, 2022. These costs consist primarily of severance, the majority of which
had been paid as of the end of the second quarter of 2022. Remaining cash
payments are expected to occur through the end of 2023. Actions under this plan
are substantially complete.

Other Restructuring Plans

Other plans include a number of plans for which costs are not expected to be material individually or in the aggregate.


                                       24
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All Plans



Our IMS segment incurred costs of $9 million for the six months ended April 3,
2021 and none for the six months ended April 2, 2022. Our CPS segment incurred
costs of $4 million for each of the six months ended April 2, 2022 and April 3,
2021. We had accrued liabilities of $4 million and $6 million as of April 2,
2022 and October 2, 2021 for restructuring costs (exclusive of long-term
environmental remediation liabilities).

We expect to incur restructuring costs in future periods primarily for vacant facilities and former sites for which we are or may be responsible for environmental remediation.

Gain on Sale of Long-lived Assets

During the first quarter of 2022, we recognized $5 million of gain primarily from the sale of a certain real property.

Other Income (Expense), Net



Other income (expense), net for the three months ended April 2, 2022 and
April 3, 2021, was a net expense of $1 million and a net income of $6 million,
respectively. Other income (expense), net for the six months ended April 2, 2022
and April 3, 2021, was a net income of $1 million and $8 million, respectively.
We received settlement payments in connection with certain anti-trust class
action matters during the second quarter of 2021 of approximately $5 million. In
addition, there was a $3 million decline in the market value of participant
investment accounts in our deferred compensation plan in the second quarter of
2022 compared to the second quarter of 2021.

Provision for Income Taxes



Our provision for income taxes for the second quarter of 2022 and 2021 was $23
million (30% of income before taxes) and $19 million (29% of income before
taxes), respectively. Our provision for income taxes for the six months ended
April 2, 2022 and April 3, 2021 was $43 million (28% of income before taxes) and
$44 million (32% of income before taxes), respectively. The tax rate was lower
for the six months ended April 2, 2022 compared to the six months ended April 3,
2021 due to a $3 million decrease in unfavorable discrete items.

It is reasonably possible that our liability for uncertain tax positions could decrease materially during the quarter ending July 2, 2022 based upon the resolution of audits and expiration of statutes of limitations.


                                       25
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Liquidity and Capital Resources



                                                                    Six Months Ended
                                                                April 2,        April 3,
                                                                  2022            2021
                                                                     (In thousands)
Net cash provided by (used in):
Operating activities                                           $ 147,273       $ 142,900
Investing activities                                             (45,625)        (25,540)
Financing activities                                            (190,295)        (22,350)

Effect of exchange rate changes on cash and cash equivalents (1,486)

(360)


Increase (Decrease) in cash and cash equivalents               $ (90,133)

$ 94,650

Key Working Capital Management Measures



                                           As of
                               April 2,          October 2,
                                 2022               2021
Days sales outstanding (1)        60                 64
Contract asset days (2)           18                 19
Inventory turns (3)               5.3               6.3
Days inventory on hand (4)        70                 58
Accounts payable days (5)         91                 83
Cash cycle days (6)               57                 58


(1) Days sales outstanding (a measure of how quickly we collect our accounts receivable), or "DSO", is calculated as the ratio of average accounts receivable, net, to average daily net sales for the quarter.



(2)  Contract asset days (a measure of how quickly we transfer contract assets
to accounts receivable) are calculated as the ratio of average contract assets
to average daily net sales for the quarter.

(3)  Inventory turns (annualized) (a measure of how quickly we sell inventory)
are calculated as the ratio of four times our cost of sales for the quarter to
average inventory.

(4) Days inventory on hand (a measure of how quickly we turn inventory into sales) is calculated as the ratio of average inventory for the quarter to average daily cost of sales for the quarter.



(5)  Accounts payable days (a measure of how quickly we pay our suppliers), or
"DPO", is calculated as the ratio of 365 days divided by accounts payable turns,
in which accounts payable turns is calculated as the ratio of four times our
cost of sales for the quarter to average accounts payable.

(6) Cash cycle days (a measure of how quickly we convert investments in inventory to cash) is calculated as days inventory on hand plus days sales outstanding and contract assets days minus accounts payable days.



Cash and cash equivalents were $560 million at April 2, 2022 and $650 million at
October 2, 2021. Our cash levels vary during any given quarter depending on the
timing of collections from customers and payments to suppliers, borrowings under
our credit facilities, sales of accounts receivable under numerous programs we
utilize, repurchases of common stock and other factors. Our working capital was
$1.5 billion as of April 2, 2022 and October 2, 2021.

Net cash provided by operating activities was $147 million and $143 million for
the six months ended April 2, 2022 and April 3, 2021, respectively. Cash flows
from operating activities consist of: (1) net income adjusted to exclude
non-cash items such as depreciation and amortization, deferred income taxes and
stock-based compensation expense, and (2) changes in net operating assets, which
are comprised of accounts receivable, contract assets, inventories, prepaid
expenses and other assets, accounts payable, accrued liabilities and other
long-term liabilities. Our working capital metrics tend to fluctuate from
quarter-to-quarter based on factors such as the linearity of our shipments to
customers and purchases from suppliers, customer and supplier mix, the extent to
which we factor customer receivables and the negotiation of payment terms with
customers and suppliers. These fluctuations can significantly affect our cash
flows from operating activities.
                                       26
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During the six months ended April 2, 2022, we generated $194 million of cash
primarily from earnings, excluding non-cash items, and used $47 million of cash
due primarily to increases in accounts receivable and inventory, partially
offset by increases in accounts payable and accrued liabilities. Individual
components of operating assets and liabilities fluctuate for a number of
reasons, including linearity of purchases and sales, the mix of customer and
supplier payment terms within our accounts receivable and accounts payable, and
the amount and timing of sales of accounts receivable. The increase in accounts
receivable is primarily attributable to an increase in sales and billings to
customers for their inventory obligations. The increase in inventory is
primarily due to shortages of certain components that prevented us from shipping
all products for which we had both demand and the other components necessary to
build such products. The increase in accounts payable was primarily attributable
to an increase in material receipts, consistent with the increase in inventory.
The increase in accrued liabilities was primarily due to an increase in advance
payments from customers and an increase in amounts collected under our accounts
receivable purchasing program that had not been remitted as of the end of the
quarter to the financial institutions that purchased the receivables.

Net cash used in investing activities was $46 million and $26 million for the
six months ended April 2, 2022 and April 3, 2021, respectively. During the six
months ended April 2, 2022, we used $53 million of cash for capital
expenditures, purchased $1 million of long-term investments and received
proceeds of $8 million primarily from the sale of a certain property. During the
six months ended April 3, 2021, we used $26 million of cash for capital
expenditures.

Net cash used in financing activities was $190 million and $22 million for the
six months ended April 2, 2022 and April 3, 2021, respectively. During the six
months ended April 2, 2022, we used $182 million of cash to repurchase common
stock (including $13 million related to employee tax withholding on vested
restricted stock units), repaid an aggregate of $9 million of long-term debt and
received $1 million of net proceeds from issuances of common stock pursuant to
stock option exercises. During the six months ended April 3, 2021, we used
$15 million of cash to repurchase common stock (including $6 million related to
employee tax withholdings on vested restricted stock units), repaid an aggregate
of $9 million of long-term debt and received $2 million of net proceeds from
issuances of common stock pursuant to stock option exercises.

Other Liquidity Matters



During the six months ended April 2, 2022 and April 3, 2021, we repurchased 4.4
million and 0.4 million shares of our common stock for $169 million and $9
million, respectively, under stock repurchase programs authorized by the Board
of Directors in October 2019 and during the first quarter of 2022. These
programs have no expiration dates and the timing of repurchases will depend upon
capital needs to support the growth of our business, market conditions and other
factors. Although stock repurchases are intended to increase stockholder value,
purchases of shares reduce our liquidity. As a result, the timing of future
repurchases depends upon our future capital needs, market conditions and other
factors. As of April 2, 2022, an aggregate of $111 million remains available
under these programs. Subsequent to the end of the second quarter of fiscal
2022, the Board of Directors approved a new $200 million stock repurchase
program containing the same terms as the previously approved plans.

We entered into a Receivable Purchase Agreement (the "RPA") with certain
third-party banking institutions for the sale of trade receivables generated
from sales to certain customers, subject to acceptance by, and a funding
commitment from, the banks that are party to the RPA. As of April 2, 2022, a
maximum of $543 million of sold receivables can be outstanding at any point in
time under this program, as amended, subject to limitations under our Amended
Cash Flow Revolver. Additionally, the amount available under the RPA is
uncommitted and, as such, is available at the discretion of our third-party
banking institutions. On January 16, 2019, we entered into an amendment to our
Amended Cash Flow Revolver which increased the percentage of our total accounts
receivable that can be sold and outstanding at any time from 30% to 40%. Trade
receivables sold pursuant to the RPA are serviced by us.

In addition to the RPA, we have the option to participate in trade receivables
sales programs that have been implemented by certain of our customers, as in
effect from time to time. We do not service trade receivables sold under these
other programs.

The sale of receivables under all of these programs is subject to the approval
of the banks or customers involved and there can be no assurance that we will be
able to sell the maximum amount of receivables permitted by these programs when
desired.

Under each of the programs noted above, we sell our entire interest in a trade
receivable for 100% of face value, less a discount. During each of the six
months ended April 2, 2022 and April 3, 2021, we sold approximately $371 million
of accounts receivable under these programs. Upon sale, these receivables are
removed from the condensed consolidated balance
                                       27
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sheets and cash received is presented as cash provided by operating activities
in the condensed consolidated statements of cash flows. Discounts on sold
receivables were not material for any period presented. As of April 2, 2022 and
October 2, 2021, $92 million and $7 million, respectively, of accounts
receivable sold under the RPA and subject to servicing by us remained
outstanding and had not yet been collected. Our sole risk with respect to
receivables we service is with respect to commercial disputes regarding such
receivables. Commercial disputes include billing errors, returns and similar
matters. To date, we have not been required to repurchase any receivable we have
sold due to a commercial dispute. Additionally, we are required to remit amounts
collected as servicer on a weekly basis to the financial institutions that
purchased the receivables. As of April 2, 2022 and October 2, 2021, $78 million
and $18 million, respectively, had been collected but not yet remitted. The
unremitted amount was classified in accrued liabilities on the condensed
consolidated balance sheets.

We enter into forward interest rate swap agreements with independent
counterparties to partially hedge the variability in cash flows due to changes
in the benchmark interest rate (LIBOR) associated with anticipated variable rate
borrowings. These interest rate swaps have a maturity date of December 1, 2023,
and effectively convert our variable interest rate obligations to fixed interest
rate obligations. These swaps are accounted for as cash flow hedges under ASC
Topic 815, Derivatives and Hedging. Interest rate swaps with an aggregate
notional amount of $350 million were outstanding as of April 2, 2022 and
October 2, 2021. The aggregate effective interest rate under these swaps as of
April 2, 2022 was approximately 4.3%. As of April 2, 2022, due to a decline in
interest rates since the time the swaps were put in place, these interest rate
swaps had a negative value of $3 million as of April 2, 2022, of which the
majority is included in accrued liabilities and the remaining amount is included
in other long-term liabilities on the condensed consolidated balance sheets.

In the ordinary course of business, we are or may become party to legal
proceedings, claims and other contingencies, including environmental,
regulatory, warranty and employee matters and examinations by government
agencies. As of April 2, 2022, we had accrued liabilities of $31 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 such matters or that these reserves will be sufficient to fully
satisfy our contingent liabilities.

As of April 2, 2022, we had a liability of $89 million for uncertain tax
positions. Our estimate of liabilities for uncertain tax positions is based on a
number of subjective assessments, including the likelihood of a tax obligation
being assessed, the amount of taxes (including interest and penalties) that
would ultimately be payable, and our ability to settle any such obligations on
favorable terms. Therefore, the amount of future cash flows associated with
uncertain tax positions may be significantly higher or lower than our recorded
liability and we are unable to reliably estimate when cash settlement may occur.
It is reasonably possible that our liability for uncertain tax positions could
decrease materially during the quarter ending July 2,
2022 based upon the resolution of audits and expiration of statutes of
limitations.

Our liquidity needs are largely dependent on changes in our working capital,
including sales of accounts receivable under our receivables sales programs and
the extension of trade credit by our suppliers, investments in manufacturing
inventory, facilities and equipment, repayments of obligations under outstanding
indebtedness and repurchases of common stock. We generated $147 million of cash
from operations in the second quarter of 2022. Our primary sources of liquidity
as of April 2, 2022 consisted of (1) cash and cash equivalents of $560 million;
(2) our Amended Cash Flow Revolver, under which $692 million, net of outstanding
borrowings and letters of credit, was available; (3) our foreign short-term
borrowing facilities of $70 million, all of which was available; (4) proceeds
from the sale of accounts receivable under our receivables sales programs, if
accepted by the counterparties to such programs; and (5) cash generated from
operations. Subject to satisfaction of certain conditions, including obtaining
additional commitments from existing and/or new lenders, we may increase the
revolver commitments under the Amended Cash Flow Revolver by an additional $200
million.

We believe our existing cash resources and other sources of liquidity, together
with cash generated from operations, will be sufficient to meet our working
capital requirements through at least the next 12 months. However, should demand
for our services decrease significantly over the next 12 months or should we
experience significant increases in delinquent or uncollectible accounts
receivable for any reason, including in particular continued or worsening
economic conditions caused by the COVID-19 pandemic, our cash provided by
operations could decrease significantly and we could be required to seek
additional sources of liquidity to continue our operations at their current
level.

We distribute our cash among a number of financial institutions that we believe
to be of high quality. However, there can be no assurance that one or more of
such institutions will not become insolvent in the future, in which case all or
a portion of our uninsured funds on deposit with such institutions could be
lost.

As of April 2, 2022, 54% of our cash balance was held in the United States.
Should we choose or need to remit cash to the United States from our foreign
locations, we may incur tax obligations which would reduce the amount of cash
ultimately available to the United States. We believe that cash held in the
United States, together with liquidity available under our
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Amended Cash Flow Revolver and cash from foreign subsidiaries that could be remitted to the United States without tax consequences, will be sufficient to meet our United States liquidity needs for at least the next twelve months.

Off-Balance Sheet Arrangements



As of April 2, 2022, we did not have any off-balance sheet arrangements, as
defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues, or expenses,
results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.
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