8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

April 25, 2006

Date of Report (Date of earliest event reported)

SANMINA-SCI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-21272	77-0228183
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2700 North First Street
San Jose, California 95134

(Address of principal executive offices)

(408) 964-3500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 25, 2006, Sanmina-SCI Corporation (the “Company”) issued a press release announcing financial results for its second fiscal quarter. The press release is furnished as Exhibit 99 to this Form 8-K.

Non-GAAP Financial Information

In the press release furnished as Exhibit 99, we present the following Non-GAAP financial measures: gross profit, gross margin, operating income, operating margin, net income (loss) and earnings (loss) per share. In computing each of these Non-GAAP financial measures, including those presented in the attached financial statements, we exclude charges or gains relating to: stock-based compensation expense, restructuring (including employee severance and benefits costs and charges related to excess facilities and assets), integration costs (consisting of costs associated with the integration of acquired businesses into our operations), amortization of intangible assets, loss on extinguishment of debt, non-cash interest and other infrequent or unusual items, to the extent material, which we consider to be of a non-operational nature in the applicable period.

We have furnished these Non-GAAP financial measures because we believe they provide useful supplemental information to investors in that they eliminate certain financial items that are of a non-recurring, unusual or infrequent nature or are not related to the company’s regular, ongoing business. Our management also uses this information internally for forecasting, budgeting and other analytical purposes. Therefore, the Non-GAAP financial measures enable investors to analyze the core financial and operating performance of the Company and to facilitate period-to-period comparisons and analysis of operating trends.

We provide earnings guidance only on a Non-GAAP basis due to the inherent uncertainties associated with forecasting the timing and amount of restructuring, impairment and other unusual and infrequent items.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release issued by Sanmina-SCI Corporation on April 25, 2006 (furnished herewith)
Exhibit 99.2	GAAP condensed consolidated quarterly financial statements for the Company’s fiscal quarter ended April 1, 2006 (filed herewith).

The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  In addition, the information in this report shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SANMINA-SCI CORPORATION
	By:
		/s/ David L. White
		David L. White
		Executive Vice President and
		Chief Financial Officer
Date:April 25, 2006

2

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

SANMINA-SCI ANNOUNCES SECOND QUARTER RESULTS

SAN JOSE, CA Sanmina-SCI Corporation (NASDAQ NM: SANM, “the Company”), a leading global electronics manufacturing services (EMS) Company, today reported financial results for its second fiscal quarter ended April 1, 2006. For the second quarter ended April 1, 2006, Sanmina-SCI reported revenue of $2.67 billion compared to $2.89 billion in the second quarter of fiscal 2005, ended April 2, 2005.

Non-GAAP Financial Results for the Quarter(1):

Net income for the second fiscal quarter of 2006 was $30.5 million, or $0.06 Non-GAAP diluted earnings per share, compared to net income of $29.3 million, and Non-GAAP diluted earnings per share of $0.06 in the same period a year ago. Operating income was $66.3 million or 2.5 percent of revenue, up from $55.8 million or 1.9 percent of revenue, a year ago. Gross profit was 6.2 percent of revenue, up from 5.2 percent of revenue in the second quarter of fiscal 2005 and represents the highest gross margin in 19 quarters.

GAAP Financial Results for the Quarter:

GAAP results for the second fiscal quarter of 2006 included, among other items, a $112.2 million one-time charge associated with the early retirement of the Company’s $750 million 103/8% high-yield notes due 2010. As a result, the Company reported a net loss of $103.4 million or GAAP diluted loss per share of $0.20, compared to a loss of $1,035.5 million or GAAP diluted loss per share of $1.99 in the second quarter a year ago. This early debt repayment was financed with a combination of existing cash reserves and the proceeds of the issuance of $600 million 81/8% high-yield notes due 2016. The refinancing will result in interest expense savings of approximately $36 million per year; will be cash flow positive by approximately $26 million per year, net of forgone interest income on cash used; and will be positive on a net present value basis over the long-term. The refinancing will also be accretive to future earnings by approximately $0.05 per share per annum.

FINANCIAL RESULTS (In thousands, except per share data)	Q2:2006			Q1:2006			Q2:2005			6 MONTHS 2006			6 MONTHS 2005
GAAP:
Revenue	$	2,668,418		$	2,861,797		$	2,885,402		$	5,530,215		$	6,138,108
Net Income (loss)	$	(103,420	)	$	24,632		$	(1,035,508	)	$	(78,788	)	$	(1,011,142	)
Earnings (loss) per share	$	(0.20	)	$	0.05		$	(1.99	)	$	(0.15	)	$	(1.95	)
Non-GAAP:(1)
Gross Profit	$	164,833		$	171,073		$	150,167		$	335,906		$	327,134
Gross Margin	6.2		%	6.0		%	5.2		%	6.1		%	5.3		%
Operating Income	$	66,281		$	76,130		$	55,805		$	142,411		$	137,973
Operating Margin	2.5		%	2.7		%	1.9		%	2.6		%	2.2		%
Net Income	$	30,460		$	39,581		$	29,301		$	70,041		$	74,993
Earnings per share	$	0.06		$	0.08		$	0.06		$	0.13		$	0.14

(1) Non-GAAP financial results exclude integration and restructuring costs, impairment charges, other infrequent or unusual items and non-cash interest, loss on extinguishment of debt  and amortization expense. In addition to the above items, the first and second quarters of fiscal 2006 Non-GAAP results do not include stock-based compensation expenses. Please refer to “Non-GAAP Financial Information” below for a discussion of how the above Non-GAAP financial measures are calculated and why we believe this information is useful to investors. A reconciliation from GAAP to Non-GAAP results is contained in the attached financial summary and is available on the Investor Relations section of our website at www.sanmina-sci.com.

At April 1, 2006, the Company reported $625 million in cash and cash equivalents and short-term investments. At quarter-end, the Company reported a current ratio of 1.4, working capital of $1.0 billion, and stockholders’ equity of $2.3 billion.

“Our results this quarter reflect an improving economy as well as increasing demand in our core EMS printed circuit board fabrication and backplane businesses,” noted Jure Sola, Chairman and Chief Executive Officer of Sanmina-SCI. The second quarter is seasonally our  slowest, so I am especially satisfied with our gross margin improvement. The continuing rise in our margins is due to increased operating efficiencies as well as shift in product mix to our higher margin core business offsetting the PC sector. We except these positive markets trends to strengthen throughout the year.”

Company Outlook

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Please refer to the Risk Factors reported in the Company’s annual and quarterly reports on file with the Securities and Exchange Commission for a description of some of the factors that could influence the Company’s ability to achieve the projected results.

The Company provides the following guidance with respect to its third fiscal quarter ending July 1, 2006.

•  Revenue is expected to be in the range of $2.7 billion to $2.8 billion;

•  Non-GAAP diluted earnings per share to be between $0.08 and $0.10, excluding stock-based compensation expenses, integration and restructuring costs, impairment charges, other infrequent or unusual items and non-cash interest and amortization expense.

Non-GAAP Financial Information

In the summary table set forth above, we present the following Non-GAAP financial measures:  gross profit, gross margin, operating income, operating margin, net income and earnings per share. In computing each of these Non-GAAP financial measures, we exclude charges or gains relating to: stock-based compensation expenses, restructuring costs (including employee severance and benefits costs and charges related to excess facilities and assets), integration costs (consisting of costs associated with the integration of acquired businesses into our operations), impairment charges for goodwill and intangible assets, non-cash interest expense, loss on extinguishment of debt and amortization expense and other infrequent or unusual items, to the extent material, which we consider to be of a non-operational nature in the applicable period.

We have furnished these Non-GAAP financial measures because we believe they provide useful supplemental information to investors in that they eliminate certain financial items that are of a non-recurring, unusual or infrequent nature or are not related to the Company’s regular, ongoing business. Our management also uses this information internally for forecasting, budgeting and other analytical purposes. Therefore, the Non-GAAP financial measures enable investors to analyze the core financial and operating performance of our Company and to facilitate period-to-period comparisons and analysis of operating trends. A reconciliation from GAAP to Non-GAAP results is contained in the attached financial summary and is available on the Investor Relations section of our website at www.sanmina-sci.com.

Sanmina-SCI provides earnings guidance only on a Non-GAAP basis due to the inherent uncertainties associated with forecasting the timing and amount of restructuring, impairment and other unusual and infrequent items.

The Non-GAAP financial information presented in this release may vary from Non-GAAP financial measures used by other companies. In addition, Non-GAAP financial information should not be viewed as a substitute for financial data prepared in accordance with GAAP.

Company Conference Call Information

Sanmina-SCI will be holding a conference call regarding this announcement on Tuesday, April 25, 2006 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 877-273-6760 and international: 706-634-6605. The conference will be broadcast live over the Internet. Log on to the live webcast at www.sanmina-sci.com. Additional information in the form of a slide presentation is available by logging onto Sanmina-SCI’s website at www.sanmina-sci.com. A replay of today’s conference call will be available for 48-hours. The access numbers are: domestic 800-642-1687 and international: 706-645-9291, access code: 7276552.

About Sanmina-SCI

Sanmina-SCI Corporation (NASDAQ: SANM) is a leading electronics contract manufacturer serving the fastest-growing segments of the global electronics manufacturing services (EMS) market. Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering superior quality and support to large OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, computer technology and multimedia and consumer sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. Information about Sanmina-SCI is available at www.sanmina-sci.com.

Sanmina-SCI Safe Harbor Statement

The foregoing, including the discussion regarding the Company’s future prospects, contains certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with economic conditions in the electronics industry, particularly in the principal industry sectors served by the Company, changes in customer requirements and in the volume of sales to principal customers, the ability of Sanmina-SCI to effectively assimilate acquired businesses and achieve the anticipated benefits of its acquisitions, and competition and technological change. The Company’s actual results of operations may differ significantly from those contemplated by such forward-looking statements as a result of these and other factors, including factors set forth in the Company’s fiscal year 2005 Annual Report on Form 10-K filed on December 29, 2005 and the other reports, including quarterly reports on Form 10-Q and current reports on Form 8-K, that the Company files with the Securities Exchange Commission.

CONTACT:

Paige Bombino

Investor Relations

+ 408.964.3610

EX-99.2

EXHIBIT 99.2

Press Release Financials	SANMINA-SCI
	2700 North First Street
	San Jose, CA 95134
	Tel: 408-964-3610

Sanmina-SCI Corporation

Condensed Consolidated Statements of Operations

(In thousands)

(GAAP)

	Three Months Ended						Six Months Ended
	April 1, 2006			April 2, 2005			April 1, 2006			April 2, 2005
Net sales	$	2,668,418		$	2,885,402		$	5,530,215		$	6,138,108
Cost of sales	2,503,810			2,735,235			5,195,927			5,810,974
Gross profit	164,608			150,167			334,288			327,134
Operating expenses:
Selling, general and administrative	86,799			87,084			175,334			174,393
Research and development	10,434			7,278			19,351			14,768
Amortization of intangible assets	2,071			2,071			4,304			4,101
Integration costs	91			169			266			283
Restructuring costs	20,593			57,636			56,221			78,061
Goodwill impairment	—			600,000			—			600,000
Total operating expenses	119,988			754,238			255,476			871,606
Operating income	44,620			(604,071		)	78,812			(544,472		)
Interest Income	5,091			5,778			11,016			9,285
Interest expense	(32,989		)	(41,535		)	(67,237		)	(71,591		)
Loss on extinguishment of debt (3)	(112,166		)	—			(112,166		)	—
Other expense, net	(1,417		)	(5,254		)	(363		)	(4,984		)
Interest and other expense, net	(141,481		)	(41,011		)	(168,750		)	(67,290		)
Loss before income taxes and cumulative effect of accounting change	(96,861		)	(645,082		)	(89,938		)	(611,762		)
Provision for (benefit from) income taxes(1)	6,559			390,426			(6,398		)	399,380
Loss before cumulative effect of accounting change	(103,420		)	(1,035,508		)	(83,540		)	(1,011,142		)
Cumulative effect of accounting change, net of tax (2)	—			—			(4,752		)	—
Net loss	$	(103,420	)	$	(1,035,508	)	$	(78,788	)	$	(1,011,142	)
Net Loss per share before cumulative effect of accounting change:
Basic	$	(0.20	)	$	(1.99	)	$	(0.16	)	$	(1.95	)
Diluted	$	(0.20	)	$	(1.99	)	$	(0.16	)	$	(1.95	)
Net Loss per share:
Basic	$	(0.20	)	$	(1.99	)	$	(0.15	)	$	(1.95	)
Diluted	$	(0.20	)	$	(1.99	)	$	(0.15	)	$	(1.95	)
Weighted-Average Shares used in computing per share amounts:
Basic	525,256			519,700			524,784			519,453
Diluted	525,256			519,700			524,784			519,453

(1) Included a one-time favorable income tax adjustment of $64 million relating to previously accrued income taxes that were reversed as a result of a settlement reached with the U.S. Internal Revenue Service. The settlement was in relation to certain U.S. tax audits. Of the $64 million adjustment, $27.9 million was recorded as an income tax benefit to earnings. The remaining $36.1 million was recorded as an adjustment to goodwill for pre-merger tax items with SCI Systems.

(2) Impact of adoption of SFAS 123R “Share-Based Payments”.

(3) The Company recorded a loss of approximately $112.2 million from the early extinguishment of the $750 million 10.375% Notes.

Sanmina - SCI Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(GAAP)

	April 1,			October 1
	2006			2005
	(Unaudited)			(Derived from audited financials)
ASSETS
Current assets:
Cash and cash equivalents	$	625,206		$	1,068,053
Short-term investments	—			57,281
Accounts receivable, net	1,434,055			1,477,401
Inventories	1,159,351			1,015,035
Deferred income taxes	33,920			42,767
Prepaid expenses and other current assets	100,692			86,620
Total current assets	3,353,224			3,747,157
Property, plant and equipment, net	630,157			662,101
Goodwill	1,668,082			1,689,198
Other intangible assets, net	33,450			35,907
Other non-current assets	82,844			81,874
Restricted cash	3,078			25,538
Total assets	$	5,770,835		$	6,241,775
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	523,683		$	1,439
Accounts payable	1,402,136			1,559,172
Accrued liabilities	273,952			366,920
Accrued payroll and related benefits	151,541			146,687
Total current liabilities	2,351,312			2,074,218
Long-term liabilities:
Long-term debt, net of current portion	978,768			1,644,666
Other	131,322			143,873
Total long-term liabilities	1,110,090			1,788,539
Stockholders’ equity:
Paid-in capital, net	5,572,851			5,562,063
Accumulated other comprehensive income	35,301			36,886
Accumulated deficit	(3,298,719		)	(3,219,931		)
Total stockholders’ equity	2,309,433			2,379,018
Total liabilities and stockholders’ equity	$	5,770,835		$	6,241,775

Sanmina - SCI Corporation

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share data)

(Unaudited)

	Three months ended						Six months ended
	April 1, 2006			April 2, 2005			April 1, 2006			April 2, 2005
GAAP Gross Profit	$	164,608		$	150,167		$	334,288		$	327,134
GAAP Gross Margin	6.2		%	5.2		%	6.0		%	5.3		%
Adjustment:
Stock compensation expense	225			—			1,618			—
Non-GAAP Gross Profit	164,833			150,167			335,906			327,134
Non-GAAP Gross Margin	6.2		%	5.2		%	6.1		%	5.3		%
GAAP operating income (loss)	$	44,620		$	(604,071	)	$	78,812		$	(544,472	)
GAAP operating margin	1.7		%	-20.9		%	1.4		%	-8.9		%
Adjustments:
Stock compensation expense(1)	(1,094		)	—			2,808			—
Amortization of intangible assets	2,071			2,071			4,304			4,101
Restructuring and integration costs	20,684			57,805			56,487			78,344
Goodwill impairment	—			600,000			—			600,000
Non-GAAP operating income	$	66,281		$	55,805		$	142,411		$	137,973
Non-GAAP operating margin	2.5		%	1.9		%	2.6		%	2.2		%
GAAP net loss	$	(103,420	)	$	(1,035,508	)	$	(78,788	)	$	(1,011,142	)
Adjustments:
Stock compensation expense(1)	(1,094		)	—			2,808			—
Amortization of intangible assets	2,071			2,071			4,304			4,101
Restructuring and integration costs	20,684			57,805			56,487			78,344
Goodwill impairment	—			600,000			—			600,000
Non-cash interest expense	3			6,426			8			13,071
Loss on redemption of Zero Coupon Debentures due 2020	—			8,418			—			8,418
Loss on redemption of High Yield Senior Secured Note due 2010 (2)	112,166			—			112,166			—
Tax effect - reversal of previously accrued income taxes (3)	—			—			(27,864		)	—
Cumulative effect of accounting change (4)	—			—			(4,752		)	—
Tax effect of above items	50			(77,567		)	5,672			(85,455		)
Valuation allowance - prior deferred tax assets	—			379,239			—			379,239
Valuation allowance - goodwill impairment deferred tax asset	—			88,417			—			88,417
Non-GAAP net income	$	30,460		$	29,301		$	70,041		$	74,993
GAAP Loss Per Share:
Basic	$	(0.20	)	$	(1.99	)	$	(0.15	)	$	(1.95	)
Diluted	$	(0.20	)	$	(1.99	)	$	(0.15	)	$	(1.95	)
Non-GAAP Earnings Per Share:
Basic	$	0.06		$	0.06		$	0.13		$	0.14
Diluted	$	0.06		$	0.06		$	0.13		$	0.14
Weighted-Average Shares used in computing GAAP earnings per share amounts:
Basic	525,256			519,700			524,784			519,453
Diluted	525,256			519,700			524,784			519,453
Weighted-Average Shares used in computing Non-GAAP earnings per share amounts:
Basic	525,256			519,700			524,784			519,453
Diluted	525,576			523,009			525,139			524,009

(1) Total stock compensation expense for the second quarter of fiscal 2006 was $225,000 of cost of sales, $1.374 million recovery of selling, general and administrative and $55,000 of research and development. Total stock compensation expense for the six month period ended April 1, 2006 was approximately $1.6 million of cost of sales, $1.0 million of selling, general and administrative and $174,000 of research and development.

(2) The Company recorded a loss of approximately $112.2 million from the early extinguishment of the $750 million 10.375% Notes. (3) Included a one-time favorable income tax adjustment of $64 million relating to previously accrued income taxes that were reversed as a result of a settlement reached with the U.S. Internal Revenue Service. The settlement was in relation to certain U.S. tax audits. Of the $64 million adjustment, $27.9 million was recorded as an income tax benefit to earnings. The remaining $36.1 million was recorded as an adjustment to goodwill for pre-merger tax items with SCI Systems.

(4) Impact of adoption of SFAS 123R “Share-Based Payments”.