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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 28, 2008

or

For the transition period from                   to                 .

Commission File Number 0-21272

Sanmina-SCI Corporation

(Exact name of registrant as specified in its charter)

(408) 964-3500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o

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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o            No x

As of July 30, 2008, there were 530,971,114 shares outstanding of the issuer’s common stock, $0.01 par value per share.

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SANMINA-SCI CORPORATION

INDEX

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SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes.

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SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes.

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SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes.

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SANMINA-SCI CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.  Basis of Presentation

The accompanying condensed consolidated financial statements of Sanmina-SCI Corporation (“Sanmina-SCI”, “we”, “our”, “us”, “the Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to those rules or regulations. The interim financial statements are unaudited, but reflect all normal recurring adjustments and non-recurring adjustments that are, in the opinion of management, necessary for a fair presentation.

The Company sold its personal computing and associated logistics business (“PC Business”) in two separate transactions, which were completed on June 2, 2008 and July 7, 2008 (subsequent to the end of the third quarter of fiscal year 2008). In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144), the Company’s PC Business has been presented as a discontinued operation in the condensed consolidated financial statements for all periods presented. See Note 12 for a discussion of Discontinued Operations and Assets Held for Sale. Unless noted otherwise, the following discussions in the notes to the consolidated financial statements pertain to continuing operations.

During the third quarter of fiscal year 2008, the Company completed an analysis of the useful life assumptions for certain machinery and equipment. As a result, the estimated useful lives of certain machinery and equipment were changed from five years to seven years to better align depreciation expense related to these assets with their expected future economic benefit.  This change was effective as of the beginning of the third quarter of fiscal year 2008, at which time the machinery and equipment had a net book value of $61.4 million and an average remaining useful life of 34 months (prior to change in estimate). The impact of this change was immaterial to the Company’s results of operations for the third quarter of fiscal year 2008.

Results of operations for the nine months ended June 28, 2008 are not necessarily indicative of results that may be expected for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended September 29, 2007, included in our 2007 Annual Report on Form 10-K.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

The condensed consolidated balance sheet as of September 29, 2007 reflects a reclassification of $36.8 million from prepaid expenses and other current assets to assets held for sale, relating to real estate that is actively being marketed for sale as a result of the Company’s restructuring activities. This reclassification was made to conform to the current period’s condensed consolidated balance sheet presentation.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under SFAS No. 133 and its related interpretations, fair value disclosures and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 will be effective at the beginning of fiscal year 2009.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the

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acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. In addition, SFAS No. 141(R) requires capitalization of acquisition-related and restructure-related costs, remeasurement of earnout provisions at fair value, measurement of equity securities issued for purchase at the date of close of the transaction and capitalization of in-process research and development related intangibles. SFAS No. 141(R) is effective for the Company’s business combinations for which the acquisition date is on or after the beginning of fiscal year 2010.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115”. SFAS No. 159 is expected to expand the use of fair value accounting, but does not affect existing standards that require certain assets or liabilities to be carried at fair value. The objective of SFAS No. 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Under SFAS No. 159, a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective at the beginning of fiscal year 2009. The Company is currently assessing the possible impact of SFAS No. 159 on its results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Certain provisions of SFAS No. 157 are effective at the beginning of fiscal year 2009 and other provisions are effective in fiscal year 2010. The Company is currently assessing the possible impact of SFAS No. 157 on its results of operations and financial position.

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Note 2.  Stock-Based Compensation

Stock compensation expense was as follows:

At June 28, 2008, an aggregate of 64.2 million shares were authorized for future issuance under our stock plans, which includes stock options, employee stock purchase plan and restricted stock units and awards. A total of 4.6 million shares of common stock were available for grant under our stock plans as of June 28, 2008. Awards that expire or are cancelled without delivery of shares generally become available for issuance under the plans.

Stock Options

The Company’s stock option plans provide employees and directors the right to purchase common stock.  The Company’s policy is that the grant price be equal to the fair market value of such shares on the grant date. The Company recognizes compensation expense for such awards over the vesting period. The contractual term of all options is ten years. For option grants made prior to fiscal year 2005, the Company recognizes compensation expense using the multiple option approach.

For option grants made subsequent to the adoption of SFAS No. 123R, the Company recognizes compensation expense ratably (straight-line) over the vesting period.  The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the assumptions noted in the table below. The expected life of an option is estimated based primarily on observed historical exercise patterns. Expected volatility is estimated using an equally-weighted blend of historical volatility over the expected life of the options and implied volatilities from traded options on our stock having a life of more than six months. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The dividend yield reflects the Company’s history and intention of not paying dividends.

Assumptions used to estimate the fair value of stock options granted were as follows:

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Stock option activity for the nine months ended June 28, 2008 was as follows:

The weighted-average grant date fair value of stock options granted during the three and nine months ended June 28, 2008 was $0.89 and $0.90, respectively. The weighted-average grant date fair value of stock options granted during the three and nine months ended June 30, 2007 was $0.70 and $1.06, respectively. No stock options were exercised during any of these periods. The aggregate 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 option holders had all option holders exercised their options as of that date based on the Company’s closing stock price of $1.25. The Company’s closing stock price as of September 29, 2007 was $2.12.

As of June 28, 2008, there was $28.2 million of total unrecognized compensation expense related to stock options. This amount is expected to be recognized over a weighted average period of 4.11 years.

Restricted Stock Awards

The Company grants awards of restricted stock to executive officers, directors and certain management employees. These awards vest over periods ranging from one to four years. Compensation expense associated with these awards is measured using the Company’s closing stock price on the date of grant and is recognized ratably over the vesting period.

There were no restricted stock awards granted during the three and nine months ended June 28, 2008 or June 30, 2007. At June 28, 2008, the amount of unrecognized compensation expense related to restricted stock awards was not material.

Activity related to the Company’s non-vested restricted stock for the nine months ended June 28, 2008 was as follows:

Restricted Stock Units

The Company issues restricted stock units to executive officers, directors and certain management employees. These awards vest over periods ranging from one to four years. The units are automatically exchanged for shares at each vesting date. Compensation expense associated with these awards is measured using the Company’s closing stock price on the date of grant and is recognized ratably over the vesting period.

There were 80,139 and 524,724 restricted stock units granted during the three and nine months ended June 28, 2008 with a weighted-average grant date fair value of $1.63 for both periods.  There were 294,000 and 4,921,074 restricted stock units granted during the three and nine months ended June 30, 2007 with a weighted-average grant date fair value of $3.52 and $3.55, respectively. At June 28, 2008, unrecognized compensation expense related to restricted stock units was

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approximately $9.45 million. This amount is expected to be recognized over a weighted average period of 1.39 years. The number of shares granted, but unreleased, was approximately 5 million as of June 28, 2008.

Activity with respect to the Company’s non-vested restricted stock units for the nine months ended June 28, 2008 was as follows:

Performance Restricted Stock Plan

In fiscal year 2006, the Company’s Compensation Committee approved the issuance of approximately 2.5 million performance restricted stock units at a weighted-average grant date fair value of $4.02 per unit to selected executives and other key employees. The units are automatically exchanged for vested shares when certain performance targets are met.

The Company did not recognize compensation expense for performance restricted stock units for the three and nine months ended June 28, 2008 and June 30, 2007 since the Company did not meet the prescribed performance levels. As of June 28, 2008, unrecognized compensation expense to be recognized over the remaining one-year vesting term, assuming performance targets are achieved, was approximately $1.1 million.

Note 3.  Income Taxes

The provision for income taxes has been determined in accordance with FAS 109, “Accounting for Income Taxes” (FAS 109), Accounting Principles Board 28, “Interim Financial Reporting” (APB 28) and FASB Interpretation 18 “Accounting for Income Taxes in Interim Periods” (FIN 18). FAS 109 requires that the amount of income tax expense or benefit be allocated among continuing operations, discontinued operations, other comprehensive income, and items charged or credited directly to stockholders’ equity. The amount allocated to continuing operations is the tax effect of the pretax income or loss from continuing operations that occurred during the year, plus or minus income tax effects of changes in circumstances that cause a change in judgment about the realization of deferred tax assets in future years and changes in tax laws or rates. The provision for income tax expense was $7.3 million and $19.0 million for the three and nine months ended June 28, 2008, respectively, compared to $2.1 million and $15.4 million for the three and nine months ended June 30, 2007, respectively. Income tax expense was primarily attributable to the Company’s profitable operations since such taxable income cannot be offset by losses incurred in other tax jurisdictions and losses incurred in the United States and certain other foreign jurisdictions required a full valuation allowance on future tax benefits.

The Company adopted FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (FIN 48), on the first day of fiscal year 2008. The Company applies FIN 48 to each income tax position accounted for under SFAS No. 109, “Accounting for Income Taxes”, at each financial statement reporting date. This process involves the assessment of whether each income tax position is “more likely than not” of being sustained on audit, including resolution of related appeals or litigation process, if any. For each income tax position that meets the “more likely than not” recognition threshold, the Company then assesses the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with the tax authority.

There was no cumulative effect of adopting FIN 48. Upon adoption of FIN 48, the Company decreased income taxes payable by $18.8 million and increased long-term income tax liabilities by the same amount based on the Company’s expectation that no cash payments will be made within 12 months. Of this amount, $18.2 million would, if recognized, affect the Company’s effective tax rate.

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As of June 28, 2008, the Company had $22.1 million of gross unrecognized tax benefits, of which $21.3 million would, if recognized, affect the Company’s effective tax rate.

Consistent with years prior to the adoption of FIN 48, the Company’s accounting policy is to classify interest and penalties on unrecognized tax benefits as income tax expense. As of the date of adoption of FIN 48, the Company had $2.7 million accrued for the payment of interest and penalties relating to unrecognized tax benefits. The Company accrued $0.4 million and $1.2 million of interest expense related to income tax liabilities during the three and nine months ended June 28, 2008, respectively.

The Company files U.S. federal, U.S. state, and foreign tax returns. The Company is generally no longer subject to tax examinations for years prior to 2003 for U.S. federal and state purposes, and for years prior to 2001 in foreign countries.

The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Note 4.  Inventories

Components of inventories were as follows:

Inventories as of September 29, 2007 included $104.5 million related to the Company’s PC business. As of June 28, 2008, all inventories related to the PC business had either been sold or were classified as assets held for sale in the condensed consolidated balance sheet.

Note 5.  Goodwill and Other Intangibles Assets

Goodwill was as follows:

The Company’s PC Business is being accounted for as a discontinued operation. See Note 12 for a discussion of Discontinued Operations.

Goodwill decreased from $510.7 million as of September 29, 2007 to $510.1 million as of June 28, 2008 due to a write-off of $1.5 million related to the sale of a portion of the Company’s PC Business, offset by $0.9 million in foreign currency translation adjustments. Goodwill related to discontinued operations will be reduced to zero upon completion of the sale of the PC Business in the fourth quarter of fiscal year 2008. The Company does not expect to recognize a significant gain or loss on the sale of its PC Business since the proceeds from sale are expected to approximate the sum of the net book value of assets being sold and the carrying amount of goodwill related to the PC Business.

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Other intangible assets are presented in “other” on the condensed consolidated balance sheets. Gross and net carrying values of other intangible assets were as follows:

The decrease in other intangible assets from September 29, 2007 to June 28, 2008 was due to amortization. Intangible asset amortization expense was approximately $5.7 million for both the nine months ended June 28, 2008 and June 30, 2007 (including $0.7 million reported in cost of sales for both periods).

Estimated future annual amortization of other intangible assets as of June 28, 2008 was as follows:

Note 6.  Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting of comprehensive income and its components. Comprehensive income includes certain items that are reflected in stockholders’ equity, but not included in results of operations.

Other comprehensive income, net of tax as applicable, for the three and nine months ended June 28, 2008 and June 30, 2007 was as follows:

Foreign currency translation adjustments were primarily attributable to a weakening of the U.S. Dollar against the Euro, Chinese Renminbi and other foreign currencies.

Net unrealized gains (losses) on derivative financial instruments were primarily related to interest rate swap agreements. These swap agreements are being accounted for as cash flow hedges; accordingly, changes in fair value are recorded in other comprehensive income and recognized in earnings when the hedged interest expense is recognized.

Accumulated other comprehensive income, net of tax as applicable, consisted of the following:

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Note 7.  Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock and dilutive potential common shares outstanding during the period.

Basic and diluted net income (loss) per share were calculated as follows:

The following table presents weighted average potentially dilutive securities that were excluded from the above calculation of diluted net income per share since their inclusion would have an anti-dilutive effect:

In addition, for the nine months ended June 30, 2007, after-tax interest expense of $5.0 million related to the 3% Convertible Subordinated Notes and the related share equivalents of 7,759,796 were not included in the computation of diluted income per share because to do so would have been anti-dilutive.

Note 8.  Debt

Long-term debt consisted of the following:

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On December 18, 2007, the Company redeemed $120.0 million in aggregate principal amount of its Senior Floating Rate Notes (“2010 Notes”) at par. Upon redemption, holders of the 2010 Notes received $120.0 million, plus $0.08 million of accrued and unpaid interest. Unamortized finance fees of approximately $2.2 million were expensed upon redemption of the 2010 Notes.

The Company is subject to certain financial and other covenants that, among other things, limit the Company’s ability to incur additional debt, make investments, pay dividends, and sell certain assets. The Company was in compliance with its debt covenants as of June 28, 2008.

Note 9.  Commitments and Contingencies

Litigation and other contingencies.  From time to time, the Company is a party to litigation, claims and other contingencies, including environmental matters and examinations and investigations by government agencies, which arise in the ordinary course of business. The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with SFAS No. 5, “Accounting for Contingencies” or other applicable accounting standards. As of June 28, 2008, the Company had reserves of approximately $41.5 million for these matters, which the Company believes is adequate. Such reserves are included in accrued liabilities on the condensed consolidated balance sheet.

As of June 28, 2008, the Company was in the process of remediating environmental contamination at one of its sites in the United States. The Company expects to incur costs of $10.5 million for assessment, testing, remediation and restoration of this site. Actual costs could differ from the amount estimated upon completion of this process. To date, $3.0 million of such costs have been incurred. The Company intends to sell this site upon completion of its remediation efforts for an amount that exceeds the net book value of the site and costs incurred in connection with the remediation activities described above. As such, these costs have been capitalized.

Warranty Reserve.  The following tables present information with respect to the warranty reserve, which is included in accrued liabilities in the condensed consolidated balance sheets: