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

January 26, 2010

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:

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

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

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

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

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 26, 2010, Sanmina-SCI Corporation (the “Company”) issued a press release announcing financial results for its fiscal quarter ended January 2, 2010. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information set forth in this Item 2.02, 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, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.

Exhibit No	Description
Exhibit 99.1	Earnings Press Release issued by Sanmina-SCI Corporation on January 26, 2010 (furnished herewith)

2

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/ Michael R. Tyler
		Michael R. Tyler
		Executive Vice President, General
		Counsel and Corporate Secretary
Date:  January 26, 2010

3

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Earnings Press Release issued by Sanmina-SCI Corporation on January 26, 2010 (furnished herewith)

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SANMINA-SCI ANNOUNCES FIRST QUARTER FISCAL 2010 RESULTS

Company Delivers Solid Quarter - Exceeds Outlook

SAN JOSE, CA (January 26, 2010) - Sanmina-SCI Corporation (the “Company”/Nasdaq GS: SANM), a leading global Electronics Manufacturing Services (EMS) company, today reported financial results for the first fiscal quarter ended January 2, 2010.

First Quarter Fiscal 2010 Highlights

·Revenue of $1.48 billion, exceeded outlook of $1.35 - $1.45 billion

·GAAP gross margin of 7.4 percent, a 40 basis point sequential improvement

·GAAP operating margin of 2.7 percent, a 210 basis point sequential improvement

·Non-GAAP gross margin of 7.6 percent, a 50 basis point sequential improvement

·Non-GAAP operating margin of 3.3 percent, a 70 basis point sequential improvement

·Early redemption of $176 million of outstanding debt

Revenue for the first quarter was $1.48 billion, up 9 percent compared to $1.35 billion in the prior quarter ended October 3, 2009 and up 4 percent compared to $1.42 billion in the same period a year ago.

GAAP Financial Results(1)

GAAP net income in the first quarter was $59 million, a diluted earnings per share of $0.74, compared to a net loss of $33 million, a diluted loss per share of $0.42 in the prior quarter. GAAP net loss for the same period a year ago was $26 million, a diluted loss per share of $0.29.  GAAP net income in the first quarter 2010 included a one-time benefit of approximately $36 million in connection with certain legal proceedings.

Non-GAAP Financial Results(1)(2)

Non-GAAP gross profit in the first quarter was $112 million, or 7.6 percent of revenue, up 50 basis points, compared to gross profit of $96 million, or 7.1 percent of revenue in the prior quarter. Non-GAAP gross profit for the same period a year ago was $96 million, or 6.7 percent of revenue.

Non-GAAP operating income was $49 million, an increase of 41 percent, compared to $35 million in the prior quarter and up 57 percent compared to $31 million in the same period a year ago.   Operating margin for the first quarter was 3.3 percent, up 70 basis points, compared to 2.6 percent in the prior quarter and a 110 basis point improvement compared to 2.2 percent in the first quarter fiscal 2009.

Non-GAAP net income in the first quarter was $18 million, a diluted earnings per share of $0.23, compared to a net income of $94 thousand, a diluted earnings per share of $0.00 in the prior quarter. Non-GAAP net loss for the same period a year ago was $768 thousand, a diluted loss per share of $0.01.

	Three Month Periods
(In millions, except per share data)	Q1:2010			Q4:2009			Q1:2009
GAAP:
Revenue	$	1,478		$	1,354		$	1,419
Net income (loss)	$	59		$	(33	)	$	(26	)
Diluted earnings (loss) per share(1)	$	0.74		$	(0.42	)	$	(0.29	)
Non-GAAP(2):
Revenue	$	1,478		$	1,354		$	1,424
Gross profit	$	112		$	96		$	96
Gross margin	7.6		%	7.1		%	6.7		%
Operating income	$	49		$	35		$	31
Operating margin	3.3		%	2.6		%	2.2		%
Net income (loss)	$	18		$	0.1		$	(0.8	)
Diluted earnings (loss) per share(1)	$	0.23		$	0.00		$	(0.01	)

Balance Sheet Results

During the quarter the Company redeemed $176 million of debt that was scheduled to mature in June 2010.  As of January 2, 2010 cash and cash equivalents amounted to $727 million, compared to $899 million for the year ended October 3, 2009.  Cash flow from operations was $13 million for the first quarter.  Working capital metrics strengthened as cash cycle days improved to 41 days and inventory turns increased to 7.1x.

“We delivered a solid first quarter of revenue growth and margin expansion.  These results reflect our strong operational execution and an increase in demand which we expect to continue into the second quarter.  With visibility improving, new market opportunities and a healthy pipeline, we are optimistic that 2010 will be a year of growth for Sanmina-SCI,” stated Jure Sola, Chairman and Chief Executive Officer.

Second Quarter Fiscal 2010 Outlook

The following forecast is for the second fiscal quarter ending April 3, 2010.  These statements are forward-looking and actual results may differ materially.

·Revenue between $1.45 billion to $1.55 billion

·Non-GAAP diluted earnings per share between $0.22 to $0.27

(1)Earnings Per Share Calculation

The Company completed a reverse split of its common stock at a ratio of one for six, effective August 14, 2009. Earnings per share data contained in this release for periods prior to such date have been calculated on a post split basis.

(2)Non-GAAP Financial Information

In the commentary set forth above and/or in the financial statements included in this earnings release, we present the following non-GAAP financial measures:  revenue, 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, 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, amortization expense and other infrequent or unusual items (including charges for customer bankruptcy reorganizations, litigation settlements and discrete tax events), to the extent material or which we consider to be of a non-operational nature in the applicable period.  See Schedule 1 below for more information regarding our use of non-GAAP financial measures, including the economic substance behind each exclusion, the manner in which management uses non-GAAP measures to conduct and evaluate the business, the material limitations associated with using such measures and the manner in which management compensates for such limitations. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release and is also available on the Investor Relations section of our website at www.sanmina-sci.com.  Sanmina-SCI provides second quarter outlook information 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.

Company Conference Call Information

Sanmina-SCI will hold a conference call regarding this announcement on Tuesday, January 26, 2010 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 also be broadcast live over the Internet.  You can 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 is 47564654.

About Sanmina-SCI

Sanmina-SCI Corporation 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 OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, multimedia, enterprise computing and storage, renewable energy and automotive technology sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. More information regarding the company is available at http://www.sanmina-sci.com.

Sanmina-SCI Safe Harbor Statement

Certain statements contained in this press release, including the Company’s outlook for future revenue and earnings per share and statements concerning future customer demand and growth constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including continued deterioration of the market for the Company’s customers’ products and the global economy as a whole, which could negatively impact the Company’s revenue and the Company’s customers’ ability to pay for the Company’s products; customer bankruptcy filings; the sufficiency of the Company’s cash position and other sources of liquidity to operate and expand its business; impact of the restrictions contained in the Company’s credit agreements and indentures upon the Company’s ability to operate and expand its business; competition negatively impacting the Company’s revenues and margins; any failure of the Company to effectively assimilate acquired businesses and achieve the anticipated benefits of its acquisitions; the need to adopt future restructuring plans as a result of changes in the Company’s business; and the other factors set forth in the Company’s annual report for fiscal 2009 filed with the Securities Exchange Commission (“SEC”).

The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.

Sanmina-SCI Contact

Paige Bombino

Director, Investor Relations

408-964-3610

SANMF

Sanmina-SCI Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(GAAP)

	January 2,		October 3,
	2010		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	727,495	$	899,151
Accounts receivable, net	749,925		668,474
Inventories	778,326		761,391
Prepaid expenses and other current assets	84,823		78,128
Assets held for sale	60,116		68,902
Total current assets	2,400,685		2,476,046
Property, plant and equipment, net	550,020		543,497
Other non-current assets	93,977		104,354
Total assets	$	3,044,682	$	3,123,897
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	828,430	$	780,876
Accrued liabilities	148,945		140,926
Accrued payroll and related benefits	103,624		98,408
Current portion of long-term debt	—		175,700
Total current liabilities	1,080,999		1,195,910
Long-term liabilities:
Long-term debt	1,261,677		1,262,014
Other	116,884		146,903
Total long-term liabilities	1,378,561		1,408,917
Total stockholders’ equity	585,122		519,070
Total liabilities and stockholders’ equity	$	3,044,682	$	3,123,897

Sanmina-SCI Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(GAAP)

(Unaudited)

	Three Months Ended
	January 2, 2010			December 27, 2008
Net sales	$	1,478,302		$	1,419,264
Cost of sales	1,368,615			1,335,466
Gross profit	109,687			83,798
Operating expenses:
Selling, general and administrative	62,415			62,987
Research and development	3,098			4,192
Amortization of intangible assets	1,178			1,650
Restructuring and integration costs	3,338			9,235
Asset impairment	—			3,798
Total operating expenses	70,029			81,862
Operating income	39,658			1,936
Interest income	381			3,450
Interest expense	(26,777		)	(29,183		)
Other income, net	39,655			553
Interest and other income, net	13,259			(25,180		)
Income (loss) before income taxes	52,917			(23,244		)
Provision for (benefit from) income taxes	(6,465		)	2,429
Net income (loss)	$	59,382		$	(25,673	)
Basic income (loss) per share	$	0.76		$	(0.29	)
Diluted income (loss) per share	$	0.74		$	(0.29	)
Weighted-average shares used in computing per share amounts:
Basic	78,615			87,219
Diluted	80,575			87,219

Sanmina - - SCI Corporation

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	January 2, 2010			October 3, 2009			December 27, 2008
GAAP Revenue	$	1,478,302		$	1,353,960		$	1,419,264
Adjustments
Customer bankruptcy reorganization (1)	—			—			5,000
Non-GAAP Revenue	$	1,478,302		$	1,353,960		$	1,424,264
GAAP Gross Profit	$	109,687		$	94,330		$	83,798
GAAP gross margin	7.4		%	7.0		%	5.9		%
Adjustments
Stock compensation expense (2)	2,066			2,028			1,865
Amortization of intangible assets	—			24			233
Customer bankruptcy reorganization (1)	—			—			10,000
Non-GAAP Gross Profit	$	111,753		$	96,382		$	95,896
Non-GAAP gross margin	7.6		%	7.1		%	6.7		%
GAAP operating income	$	39,658		$	7,721		$	1,936
GAAP operating margin	2.7		%	0.6		%	0.1		%
Adjustments
Stock compensation expense (2)	4,652			4,470			4,162
Amortization of intangible assets	1,178			1,096			1,883
Stock option investigation	—			—			150
Customer bankruptcy reorganization (1)	—			—			10,000
Restructuring and integration costs	3,338			18,316			9,235
Asset impairment	—			2,944			3,798
Non-GAAP operating income	$	48,826		$	34,547		$	31,164
Non-GAAP operating margin	3.3		%	2.6		%	2.2		%
GAAP net income (loss)	$	59,382		$	(32,685	)	$	(25,673	)
Adjustments:
Operating income adjustments (see above)	9,168			26,826			29,228
Net gain on derivative financial instruments and other (3)	—			—			(4,993		)
Impairment of long-term investment	—			825			—
Gain on sale of business	(3,710		)	—			—
Loss on repurchase of debt (4)	828			4,945			—
Gain from litigation settlement (5)	(35,556		)	—			—
Nonrecurring tax items	(11,644		)	183			670
Non-GAAP net income (loss)	$	18,468		$	94		$	(768	)
Non-GAAP Basic Income (Loss) Per Share:	$	0.23		$	0.00		$	(0.01	)
Non-GAAP Diluted Income (Loss) Per Share:	$	0.23		$	0.00		$	(0.01	)
Weighted-average shares used in computing Non-GAAP per share amounts:
Basic	78,615			78,604			87,219
Diluted	80,575			79,209			87,219

(1) Relates to revenue reversal and inventory reserves associated with a customer’s bankruptcy reorganization announcement.

(2) Stock compensation expense was as follows:

	Three Months Ended
	January 2, 2010		October 3, 2009		December 27, 2008
Cost of sales	$	2,066	$	2,028	$	1,865
Selling, general and administrative	2,487		2,324		2,212
Research and development	99		118		85
Stock compensation expense - total company	$	4,652	$	4,470	$	4,162

(3) Relates primarily to a gain on interest rate swaps not accounted for as hedging instruments during a portion of Q1 FY09 due to termination of a swap.

(4) Includes write-off of unamortized debt issuance costs in both periods and write-off of OCI on dedesignated portion of interest rate swap for the three months ended October 3, 2009.

(5) Represents cash received in connection with a litigation settlement.

Schedule I

The tables contained above include non-GAAP measures of revenue, gross profit, gross margin, operating income, operating margin, net income and earnings per share.  Management excludes from these measures stock-based compensation, restructuring and integration expenses, impairment charges, amortization charges and other infrequent items, including customer bankruptcy impacts, to the extent material or which we consider to be of a non-operational nature in the applicable period.

Management excludes these items principally because such charges are not directly related to the Company’s ongoing core business operations. We use such non-GAAP measures in order to (1) make more meaningful period-to-period comparisons of Company’s operations, both internally and externally, (2) guide management in assessing performance of the business, internally allocating resources and making decisions in furtherance of Company’s strategic plan, (3) provide investors with a better understanding of how management plans and measures the business and (4) provide investors with a better understanding of the ongoing, core business. The material limitations to management’s approach include the fact that the charges and expenses excluded are nonetheless charges required to be recognized under GAAP. Management compensates for these limitations primarily by using GAAP results to obtain a complete picture of the Company’s performance and by including a reconciliation of non-GAAP results back to GAAP in its earnings releases.

Additional information regarding the economic substance of each exclusion, management’s use of the resultant non-GAAP measures, the material limitations of management’s approach and management’s methods for compensating for such limitations is provided below.

Stock-based Compensation Expense, which consists of non-cash charges for the estimated fair value of stock options and unvested restricted stock units granted to employees, is excluded in order to permit more meaningful period-to-period comparisons of the Company’s results since the Company grants different amounts and value of stock options in each quarter. In addition, given the fact that competitors grant different amounts and types of equity award and may use different option valuation assumptions, excluding stock-based compensation permits more accurate comparisons of the Company’s core results with those of its competitors.

Restructuring and Integration Costs, which consist of severance, lease termination, exit costs and other charges primarily related to closing and consolidating manufacturing facilities and those associated with the integration of acquired businesses into our operations, are excluded because such charges (1) can be driven by the timing of acquisitions which are difficult to predict, (2) are not directly related to ongoing business results and (3) do not reflect expected future operating expenses. In addition, given the fact that the Company’s competitors complete acquisitions and adopt restructuring plans at different times and in different amounts than the Company, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors. Items excluded by the Company may be different from those excluded by the Company’s competitors and restructuring and integration expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Therefore, management also reviews GAAP results including these amounts.

Impairment Charges, which consist of non-cash charges resulting primarily from the Company’s net book value exceeding its market capitalization due to weak macroeconomic conditions, are excluded because such charges are non-recurring and do not reduce the Company’s liquidity. In addition, given the fact that the Company’s competitors may record impairment charges at different times, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors.

Amortization Charges, which consist of non-cash charges impacted by the timing and magnitude of acquisitions of businesses or assets, are also excluded because such charges do not reduce the Company’s liquidity or availability under its credit facilities. In addition, such charges can be driven by the timing of acquisitions, which is difficult to predict. Excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors because the Company’s competitors complete acquisitions at different times and for different amounts than the Company.

Other Items, which consist of other infrequent or unusual items (including charges for customer bankruptcy reorganizations, litigation settlements and discrete tax events), to the extent material or non-operational in nature, are excluded because such items are typically non-recurring, difficult to predict and generally not directly related to the Company’s ongoing core operations. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Management compensates for these limitations by reviewing GAAP results including these amounts.