SCI SYSTEMS INC
10-Q, 2000-02-09
ELECTRONIC COMPONENTS & ACCESSORIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 -----------------------------------------------

                                    FORM 10-Q

                                   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 26, 1999
                                       or
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to ______________

                          Commission file Number 0-2251

                                SCI SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



         Delaware                                      63-0583436
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)
 SCI Systems, Inc.
 2101 West Clinton Avenue
 Huntsville, Alabama                                      35805
(Address of principal executive offices)                (Zip Code)

                 ----------------------------------------------

                                 (256) 882-4800
              (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. [X] Yes [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.
                   Common Stock, $.10 par value - 144,744,274
                         Outstanding at January 17, 2000


<PAGE>





                          PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
                                SCI Systems, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<S>                                            <C>                  <C>
                                               December 26,          June 30,
                                                   1999                1999
(In thousands of dollars)                      (Unaudited)              (*)
- --------------------------------------------------------------------------------

Assets

Current Assets
Cash and cash equivalents                      $  162,095           $  216,085
Accounts receivable                               655,093              821,925
Inventories                                     1,126,372              719,008
Refundable and deferred federal and
 foreign income taxes                              12,382               12,522
Other current assets                               75,105               62,159
                                          --------------------------------------
                      Total Current Assets      2,031,047            1,831,699





Property, Plant, and Equipment
(Less accumulated depreciation and
 amortization of $532,458 at
 December 26, 1999, and $492,098
 at June 30, 1999)                                535,102              447,985
Goodwill
(Less accumulated amortization of
 $12,567 at  December 26, 1999,
 and $5,444 at June 30, 1999)                     317,770               21,033



Other Noncurrent Assets                            43,282               21,943
                                          --------------------------------------






                              Total Assets     $2,927,201           $2,322,660
                                          ======================================
</TABLE>

* Derived  from  audited  financial  statements,  but does not  include  all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

See notes to condensed consolidated financial statements.


<PAGE>





                                SCI Systems, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<S>                                            <C>                  <C>
                                               December 26,          June 30,
                                                   1999                1999
(In thousands of dollars except share data)    (Unaudited)              (*)
- --------------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current Liabilities
Accounts payable and accrued expenses          $1,127,101           $  874,709
Accrued payroll and related expenses               49,588               44,142
Federal, foreign and state income taxes            23,500               36,117
Current maturities of long-term debt                1,866                  341
                                          --------------------------------------
                 Total Current Liabilities      1,202,055              955,309


Deferred Income Taxes                              38,612               34,587

Noncurrent Employee Benefits                       38,632               27,094


Long-term Debt - Note E
Industrial revenue bonds                           19,854               21,119
Long-term notes                                   367,986              119,734
                                          --------------------------------------
                      Total Long-term Debt        387,840              140,853


Shareholders' Equity
Preferred stock, 500,000 shares authorized
 but unissued                                         -0-                  -0-
Common stock, $.10 par value: authorized
 200,000,000; issued 29,746,395
 144,714,274 shares at December 26, 1999,
 and 144,276,474 shares at June 30, 1999           14,471               14,428
Capital in excess of par value                    469,772              462,179
Retained earnings                                 793,802              703,796
Currency translation adjustment                   (13,350)             (11,288)
Shares held in Rabbi trusts, at cost,
 264,148 shares at December 26, 1999,
 and 272,592 at June 30, 1999                      (4,292)              (3,957)
Treasury stock of 118,732 shares, at cost            (341)                (341)
                                          --------------------------------------
                Total Shareholders' Equity      1,260,062            1,164,817
                                          --------------------------------------

Total Liabilities and Shareholders' Equity     $2,927,201           $2,322,660
                                          ======================================
</TABLE>

* Derived  from  audited  financial  statements,  but does not  include  all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

See notes to condensed consolidated financial statements.


<PAGE>


                                SCI Systems, Inc.
                   Condensed Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<S>                                            <C>                  <C>

                                                        Quarter Ended:
                                               December 26,         December 27,
(In thousands of dollars except share data)        1999                 1998
- --------------------------------------------------------------------------------
Net sales                                      $2,155,367           $1,735,930
Costs and expenses                              2,069,844            1,678,438
Goodwill and contract intangibles
 amortization expense                               5,808                  552
                                          --------------------------------------
                          Operating Income         79,715               56,940

Other income (expense):
 Interest expense (net of interest
  income of $1,278 in fiscal year 2000
  and $1,655 fiscal year 1999)                     (6,337)              (4,884)
 Other, net                                           242                 (220)
                                          --------------------------------------
                Income Before Income Taxes         73,620               51,836

Income taxes - Note C                              24,295               19,179
                                          --------------------------------------

                                Net Income       $ 49,325             $ 32,657
                                          ======================================

Earnings per share - Note F:
  Basic                                              $.34                 $.27
  Diluted                                            $.34                 $.24

Weighted average number of shares used in computation:
  Basic                                       144,031,126          120,047,554
  Diluted                                     146,444,864          145,257,622

</TABLE>

See notes to condensed consolidated financial statements.








<PAGE>



                                SCI Systems, Inc.
                   Condensed Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<S>                                            <C>                  <C>
                                                       Six Months Ended:
                                               December 26,         December 27,
(In thousands of dollars except share data)        1999                 1998
- --------------------------------------------------------------------------------

Net sales                                      $3,819,373           $3,305,507
Costs and expenses                              3,668,157            3,194,952
Goodwill and contract intangibles
 amortization expense                               8,786                  915
                                          --------------------------------------
                          Operating Income        142,430              109,640


Other income (expense):
 Interest expense (net of interest
  income of $3,190 in fiscal year 2000
  and $3,542 in fiscal year 1999)                  (8,331)             (10,027)
 Other, net                                           238                 (206)
                                          --------------------------------------
                Income Before Income Taxes        134,337               99,407

Income taxes - Note C                              44,331               36,781
                                          --------------------------------------

                                Net Income       $ 90,006             $ 62,626
                                          ======================================

Earnings per share - Note F:
  Basic                                              $.63                 $.52
  Diluted                                            $.62                 $.46

Weighted average number of shares used in computation:
  Basic                                       143,986,726          119,946,964
  Diluted                                     146,196,601          145,086,690

</TABLE>

See notes to condensed consolidated financial statements.






<PAGE>



                                SCI Systems, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                        <C>                  <C>
                                                                  Six Months Ended:
                                                           December 26,         December 27,
(In thousands of dollars)                                      1999                 1998
- --------------------------------------------------------------------------------------------

Operating Activities
Net income                                                   $ 90,006             $ 62,626
Adjustments to reconcile net income to net cash
   provided by operations:
   Depreciation and amortization                               66,380               56,128
   Changes in current assets and liabilities:
     Accounts receivable                                      166,199             (108,594)
     Inventories                                             (409,457)             (69,227)
     Other current assets                                     (12,945)             (23,460)
     Accounts payable and accrued expenses                    259,907              175,957
     Income taxes                                              (7,583)             (10,542)
   Other non cash items - net                                   5,039                 (522)
                                                    ----------------------------------------
           Net Cash Provided by Operating Activities          157,546               82,366
                                                    ----------------------------------------

Investing Activities
 Purchase of property, plant, and equipment                  (153,639)             (56,576)
 Acquisition costs in excess of underlying
  asset values                                               (303,860)                 -0-
 Other                                                         (4,810)              (3,604)
                                                    ----------------------------------------
              Net Cash Used for Investing Activities         (462,309)             (60,180)
                                                    ----------------------------------------

Financing Activities
 Net increase in commercial paper and
  other short-term notes                                      148,289                  -0-
 Payments on long-term debt                                  (300,164)             (20,620)
 Proceeds from long-term debt                                 400,689                2,344
 Issuance of common stock                                       2,743                2,796
                                                    ----------------------------------------
Net Cash Provided by (Used for) Financing Activities          251,557              (15,480)
                                                    ----------------------------------------
Effect of exchange rate changes on cash                          (784)                 569
                                                    ----------------------------------------
Net increase (decrease) in cash and cash equivalents          (53,990)               7,275
Cash and cash equivalents at beginning of period              216,085              184,346
                                                    ----------------------------------------

          Cash and Cash Equivalents at End of Period        $ 162,095            $ 191,621
                                                    ========================================

</TABLE>

Cash equivalents consist of short-term deposits and liquid marketable securities
which are stated at cost that approximates market value.

See notes to condensed consolidated financial statements.


<PAGE>

Notes to Condensed Consolidated Financial Statements
December 26, 1999
(Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited condensed  consolidated financial statements include
the accounts of the Company and its wholly-owned  subsidiaries after elimination
of significant intercompany accounts and transactions.  The financial statements
have been  prepared  in  accordance  with  instructions  to Form 10-Q and do not
include  all the  information  and  footnotes  required  by  generally  accepted
accounting  principles for complete financial  statements.  Independent auditors
have not examined the statements (and all other information in this report), but
in the opinion of the Company all adjustments, which consist of normal recurring
accruals  necessary for a fair presentation of the results for the period,  have
been made. The results of operations for the period ended December 26, 1999, are
not necessarily indicative of the results of operations for the year ending June
30,  2000.  For  further  information,   refer  to  the  consolidated  financial
statements  and footnotes  included in the Company's  Annual Report on Form 10-K
for the year ended June 30, 1999.

Note B - Stock Split in the Form of a Stock Dividend

Subsequent  to December 26, 1999,  the Company's  Board of Directors  declared a
two-for-one  stock  split in the form of a stock  dividend  to  shareholders  of
record on February 4, 2000,  payable  February  18,  2000.  The number of shares
outstanding,  and that held in treasury and in rabbi  trusts,  together with all
earnings per share data presented in the accompanying  financial statements have
been restated for all periods presented to give effect to this stock split.

Note C - Income Taxes

U.S.  income  taxes in excess of estimated  foreign  income tax credits have not
been  provided  on  certain  undistributed   earnings  of  foreign  subsidiaries
aggregating  $83  million at  December  26,  1999,  which are  considered  to be
permanently  invested.  Otherwise,   approximately  $20  million  of  cumulative
deferred  income  taxes (net of related  estimated  foreign  income tax credits)
would have been  provided.  The  estimated  income tax provision for fiscal 2000
differs from the U.S. statutory income tax rate due to state income taxes offset
by lower taxed foreign earnings considered permanently invested.

Note D - Acquisitions

In August 1999,  the Company  acquired  Nortel  Network's  Brockville,  Ontario,
Canada,  plant and  certain  other  manufacturing  assets,  and  entered  into a
multiyear   manufacturing   agreement.   This  Plant  supplies  optical  network
subassemblies   to  Nortel.   In  December  1999,  the  Company   purchased  the
manufacturing  assets of TAG Manufacturing,  Inc. of San Jose,  California.  TAG
makes  fabricated  sheet metal  products  and  assemblies  (which are  generally
referred to as  enclosures)  for  Original  Equipment  Manufacturers  (OEMs) and
Electronic  Manufacturing  Services  (EMS)  providers  supporting the computing,
networking,  communications and medical electronic equipment  industries.  These
acquisitions are accounted for under the purchase method of accounting and their
current and past  operations  are not  considered  significant  to the Company's
operations;  accordingly,  no pro forma information is presented.  The excess of
the purchase price over the acquired  underlying  tangible  assets for these two
acquisitions  is being amortized  primarily over 15 years,  since they represent
substantial  market  and  product  expansions.  Considerable  future  growth  is
expected  from these two  acquisitions.  The  Company  intends  to expand  TAG's
enclosure operation into other geographic areas.

Subsequent to December 26, 1999,  the Company  purchased  ECI  Telecom's  Shemer
Manufacturing  Plant located in Petah Tikva, Israel and entered into a multiyear
supply  agreement.  This plant provides  printed circuit board assemblies to ECI
for use in their telecommunications products.

Note E - Changes in Amount Outstanding of Securities or Indebtedness

Total unused  credit  facilities  available to the Company at December 26, 1999,
approximated  $185  million.  At December  26,  1999,  the Company had sold $250
million  of  accounts  receivable  under  its  asset  securitization  agreement.
Additionally,  $148 million of commercial  paper was outstanding at December 26,
1999, and $100 million under the revolving credit line.

<PAGE>

Note F - Earnings per Share

Basic  earnings per share are  computed by dividing  reported net income for the
period by the  weighted  average  number of shares of common  stock  outstanding
during the  period.  A  reconciliation  of the net income and  weighted  average
number of shares used for the diluted  earnings  per share  computations,  after
adjustment for the announced stock split, follows:

<TABLE>
<S>                                                   <C>                <C>              <C>            <C>
                                                              Quarter Ended:                    Six Months Ended:
                                                      -------------------------------------------------------------------
(In thousands of dollars,                             December 26,       December 27,     December 26,     December 27,
   except share data )
                                                          1999               1998             1999             1998
                                                      -------------------------------------------------------------------

Net income                                                  $49,325           $32,657           $90,006          $62,626
Add back after-tax interest expense for
 convertible subordinated notes                                 -0-             2,371               -0-            4,741
                                                            -------           -------           -------          -------
                               Adjusted net income          $49,325           $35,028           $90,006          $67,367
                                                            =======           =======           =======          =======
Weighted average number of shares
 outstanding during period                              144,031,126       120,047,554       143,986,726      119,946,964
Applicable number of shares for
 stock options outstanding for period                     2,413,738         1,620,324         2,209,875        1,549,982
Number of shares if outstanding convertible
subordinated notes were converted                               -0-        23,589,744               -0-       23,589,744
                                                      -------------      ------------     -------------    -------------
                 Weighted average number of shares      146,444,864       145,257,622       146,196,601      145,086,690
                                                      =============      ============     =============    =============

Diluted earnings per share                                     $.34              $.24              $.62             $.46
                                                               ====              ====              ====             ====

</TABLE>

Note G - Comprehensive Income Comprehensive income consists of the following:
<TABLE>
<S>                                                   <C>                <C>              <C>              <C>
                                                              Quarter Ended:                    Six Months Ended:
                                                      -------------------------------------------------------------------
                                                      December 26,       December 28,     December 26,     December 28,
     (In thousands of dollars)                            1999               1998             1999             1998
     --------------------------------------------------------------------------------------------------------------------

     Net income                                             $49,325           $32,657           $90,006          $62,626

     Currency translation adjustment loss                      (815)             (506)           (2,062)            (507)
                                                      -------------------------------------------------------------------

                              Comprehensive income          $48,510           $32,151           $87,944          $62,119
                                                      ===================================================================

</TABLE>
<PAGE>
Item 2. Management's  Discussion  and  Analysis  of  Results  of  Operations and
Financial Condition

From time to time the Company may publish or express forward-looking statements,
including  those  herein,  relating  to such  matters as  anticipated  financial
performance, business prospects and outlook, plant expansions, foreign sales and
currency  risks,  technological  developments,   price  competition,   operating
margins,  liquidity,  and similar matters. Such statements generally contain the
words "may",  "believes",  "anticipates",  "estimates",  "expects", and words of
similar import. The Private Securities  Litigation Reform Act of 1995 provides a
safe harbor for forward-looking  statements. In compliance with such safe harbor
terms,  the Company  notes that a variety of factors  could cause the  Company's
actual results and experience to differ materially from past performance or from
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and uncertainties  that may cause actual
results  to  differ  materially  include  component  availability  and  pricing,
management of growth, customer concentration,  customer order flow, competition,
technological  change,  trends in selling  prices for the  Company's  customers'
products,   foreign  currency  fluctuations,   projected  capital  expenditures,
qualitative  market risk  disclosures,  and other similar  statements  and risks
described in the Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.

Results of Operations

Sales for the second quarter were $2.155 billion compared with $1.736 billion in
the same  period a year  earlier.  Net income was $49.3  million in the  quarter
compared  with $32.7 million in the same quarter of fiscal 1999, a 51% increase.
After giving effect to the announced stock split, basic and diluted earnings per
share for the  quarter  were $.34 each,  compared  with $.27 and $.24 per share,
respectively,  for the  year  earlier  period,  an  increase  of 42% on  diluted
earnings per share. Diluted earnings per share excluding the after-tax effect of
Goodwill  amortization,  referred to as "Cash EPS", were $.36 per share compared
with $.24 a year earlier.  Favorable new business development results, strategic
global  capacity  expansions,  and  successful  integration of the recent Nortel
acquisition contributed to the record quarterly results.

Sales for the first six months were $3.819 billion  compared with $3.306 billion
in last fiscal  year's first six months.  Net income was $90.0  million for this
period  compared  with $62.6  million in fiscal  1999's first six months,  a 44%
increase.  Basic and diluted earnings per share for the first six months,  after
giving  effect to the  announced  stock  split,  were  $.63 and $.62 per  share,
respectively,  compared  with  $.52 and $.46 per share a year  earlier.  Diluted
earnings per share excluding the after-tax effect of Goodwill  amortization,  or
"Cash EPS", were $.66 per share compared with $.47 a year earlier.

Substantial  growth is occurring in the Company's  foreign  operations which now
represent  approximately  49% of total  sales for the first six months of fiscal
2000 compared to  approximately  42% for all of fiscal 1999.  Foreign  operation
sales are expected to continue to grow faster than domestic sales, especially in
Mexico, Canada and Central Europe. Lower average selling prices were offset by a
substantial  volume  increase  and  sales  generated  by  the  Company's  recent
acquisitions.  Finished product sales continue to approximate 50% of the Company
sales.

Operating  margins  improved to 3.70% in fiscal 2000's second quarter from 3.28%
for the same period a year earlier. For the first six months,  operating margins
increased to 3.73% from 3.32% in fiscal 1999's first six months. These increases
resulted  largely from increased  sales volumes,  especially in operations  that
were in a startup phase in fiscal 1999,  which improved factory cost absorption.
Such  operations  are quickly  coming up to existing full  production  capacity.
Production  capacity is being increased at several locations coming out of their
startup phase, especially those in Mexico. Mexico represents the fastest growing
geographic  area  for the  Company.  Its low  production  costs  and  geographic
proximity  to U.S.  markets  makes  it  extremely  attractive  to the  Company's
customers.  Several major programs previously executed at the Company's domestic
facilities  have been  transferred  to the Mexican  plants.  Improved  operating
results in the Company's  Brazilian plant contributed to the improved  operating
margin.  Goodwill and contract intangible amortization increased to $5.8 million
in the second quarter or .3% of sales,  compared to $.6 million in fiscal 1999's
second quarter.  For fiscal 2000's first six months, such costs amounted to $8.8
million (.2% of sales)  compared  with $.9 million for the first six months last
fiscal year.  Quarterly  operating  margins declined  sequentially  because of a
higher proportion of PC box build sales to total sales, and because of increased
amortization expense associated with intangibles.  Depreciation and amortization
expense  amounted to $36 million (1.7% of sales) in the second quarter  compared
with $31 million  (1.8% of sales) in the first  quarter.  Fiscal  1999's  second
quarter  depreciation and amortization  expense was $28 million (1.6% of sales).
For the first six months,  depreciation and amortization expense was $66 million
in fiscal 2000 (1.7% of sales), and $56 million in fiscal 1999 (1.7% of sales).

Planned fiscal 2000 production  capacity  expansions should not adversely impact
operating margins as much as startup  operations did in fiscal 1999. Fiscal 2000
planned expansions  represent capacity increases to existing facilities that are
currently at or near full production levels.

Comparative  quarterly  growth rates have  accelerated,  supported by strong new
business bookings. Growth is occurring in a broad range of industry areas as the
Company continues its focus on broadening and balancing its product and industry
activities on a global basis.  Long lead times and shortages are currently being
experienced  on  certain  components.  While  the  Company  believes  sufficient
component  purchase  contracts  exist to enable it to meet its planned sales for
the next several  quarters,  any  potential  upswing  could be impacted by these
component market conditions.

Net interest expense for fiscal 2000's second quarter  represented .3% of sales,
the same ratio as in fiscal 1999's second quarter. The conversion of Convertible
Subordinated  Notes in May  1999  largely  generated  the net  interest  expense
decline  to 0.2% of sales for the first six  months of fiscal  2000 from 0.3% in
the same period for fiscal  1999.  Net  interest  expense  amount is expected to
increase  in coming  quarters  as  additional  funds  are  borrowed  to  finance
anticipated  growth. The Company expects to be able to maintain the same or near
the same net interest expense to sales ratio as it has in the past.

The estimated  effective  income tax rate differs from the U.S.  statutory  rate
primarily  due to the effects of state  income  taxes,  offset by lower taxes on
foreign earnings considered permanently invested.  Increased lower taxed foreign
earnings account for the reduced  estimated  effective income tax rate in fiscal
2000.

Second  quarter net income  increased  to 2.3% of sales in fiscal 2000  compared
with 1.9% in  fiscal  1999,  and to 2.4% of sales  for the  first six  months of
fiscal 2000 compared with 1.9% in fiscal 1999, as a result of the aforementioned
items.

Capital Resources and Liquidity

Working capital  declined  marginally to $829 million at December 26, 1999, from
$876 million at June 30, 1999.  Current  ratio also  declined  marginally to 1.7
from 1.9 at June 30,  1999.  Inventories  and  property,  plant,  and  equipment
balances  increased  at December 26,  1999,  from June 30,  1999,  in support of
greater sales volume. Quarterly days of sales in inventory declined to 47.6 days
at December 26, 1999, from 50.7 days at September 26, 1999.  December 26, 1999's
quarterly  days of sales in  property,  plant,  and  equipment  remained  fairly
consistent  with June 30, 1999's (22.6 days at December 26, 1999,  compared with
23.4 days at June 30, 1999). The increase in Goodwill relates to the acquisition
of  Nortel  Networks'  Brockville,  Ontario,  Canada,  plant and  certain  other
manufacturing  assets in August 1999, and the  acquisition of the  manufacturing
operations of TAG  Manufacturing  in December 1999. The  substantial  growth the
Company experienced in the second quarter necessitated the $247 million increase
in long-term debt from June 30, 1999's balance.

Available  liquidity at December 26, 1999, was $347 million,  which consisted of
$185  million  in unused  credit  facilities  and $162  million in cash and cash
equivalents.  The Company has filed with the Securities and Exchange  Commission
(SEC) an $800  million  Shelf  Registration  Statement  which  became  effective
February 8, 2000.  The Company  intends to obtain funds under this  Registration
Statement in the near term for general  corporate  purposes,  including  capital
expenditures,  the repayment or refinancing of debt and to meet working  capital
needs.  In  addition,  a  portion  of any  proceeds  may be  used  to  fund  the
acquisition of businesses,  products and  technologies.  The Company believes it
can  adequately  fund its  expected  growth in the  intermediate  term.

Capital  expenditures  (including  acquisition  intangibles)  could  exceed $600
million in fiscal 2000 under existing  plans.  Changes in market  conditions and
acquisition opportunities can impact actual capital expenditures  substantially.
The current  acquisitions,  including  those made  subsequently  to December 26,
1999,  have been funded  using  existing  liquidity.  The Company has an ongoing
program of actively  investigating  business  opportunities  generated  by other
companies' divestitures.

Year 2000 Readiness

To date,  no  computer  systems  or  manufacturing  equipment  have  experienced
material difficulties from the transition to Year 2000.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Short-term  interest rate changes can impact the Company's  interest  expense on
its variable interest rate debt, as well as the discount  (reflected as interest
expense)  on  its  accounts  receivable  sold  under  an  asset   securitization
agreement.  Outstanding variable interest rate debt and accounts receivable sold
approximates $620 million at December 26, 1999. A one percentage point change in
short-term  interest  rates would have a current  impact of increasing  interest
expense  by  approximately  $6 million on an annual  basis.  Interest  rates are
expected to increase in the near future.  The Company expects changing  interest
rates to have a greater  impact in the  future as it  expects  to  increase  its
outstanding borrowings to finance anticipated growth.

The Company  predominantly  conducts its foreign sales and purchase transactions
in U.S. dollars or under customer contract  provisions that protect against most
major currency risks.  The largest  currency risk at December 26, 1999, was that
associated with the Brazilian  operations.  Unlike most other foreign operations
of SCI, this plant is directly subjected to the effects of currency  devaluation
on certain  customers'  contracts until forward pricing is adjusted  accordingly
(normally  monthly).  During  fiscal 1999,  the Brazilian  currency  experienced
severe devaluations. This devaluation adversely impacted the fiscal 1999 results
of the Brazilian operation.  At December 26, 1999, the Company had approximately
$30 million of net current assets and a similar amount in long-term intercompany
advances  subject  to this  currency  exposure.  Approximately  $20  million  of
inventory is subject to repricing  arrangements for currency  fluctuations.  The
Company considers the Brazilian economic outlook, while improving, too uncertain
to predict.
<PAGE>


                           PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's  annual meeting of  shareholders  held on October 22, 1999, the
following individuals were elected as Class II Directors:
<TABLE>
<S>                            <C>                 <C>

                                                   Votes Against
                               Votes in Favor      and Withheld
                               --------------      -------------
A. Eugene Sapp, Jr.                66,642,853             94,201

G. Robert Tod                      66,640,447             96,607

</TABLE>


The only other matter voted on at the meeting was:
<TABLE>
<S>                            <C>                 <C>                 <C>                 <C>

                                                   Votes Against
                               Votes in Favor      and Withheld        Abstentions         Broker Nonvotes
                               --------------      -------------       -----------         ---------------
Selection of Ernst & Young
LLP as the Company's inde-
pendent auditors for the
fiscal year ending June 30, 2000   66,672,974             22,440            41,640          Not applicable

</TABLE>

The above listed votes have not been restated  for  February  2000's two-for-one
stock split in the form of a stock dividend.



Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
    (1) Exhibit 27 - Financial Data Schedule for December 26, 1999.

(b) Reports
      The Company filed no reports on Form 8-K during the period of
      September 27, 1999, to December 26, 1999.


<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                          SCI Systems, Inc.
                                          -----------------
                                          (Registrant)


                                          SCI SYSTEMS, INC.
Date: February 9, 2000                    By: /s/ James E. Moylan, Jr.
      -----------------                           ------------------------
                                                  James E. Moylan, Jr.
                                                  Senior Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)

Date:  February 9, 2000                   By: /s/ John M. Noll
       -----------------                          ----------------
                                                  John M. Noll
                                                  Assistant Vice President,
                                                  Corporate Controller
                                                  (Principal Accounting Officer)



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
DECEMBER 26, 1999'S BALANCE SHEET AND THE INCOME STATEMENT FOR THE 6 MONTHS THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER>                      1,000

<S>                               <C>
<PERIOD-TYPE>                     YEAR
<FISCAL-YEAR-END>                 JUN-30-2000
<PERIOD-START>                    JUL-01-1999
<PERIOD-END>                      DEC-26-1999
<CASH>                            162,095
<SECURITIES>                      0
<RECEIVABLES>                     665,379
<ALLOWANCES>                      10,286
<INVENTORY>                       1,126,372
<CURRENT-ASSETS>                  2,031,047
<PP&E>                            1,067,560
<DEPRECIATION>                    532,458
<TOTAL-ASSETS>                    2,927,201
<CURRENT-LIABILITIES>             1,202,055
<BONDS>                           387,840
             0
                       0
<COMMON>                          14,471<F1>
<OTHER-SE>                        1,245,591
<TOTAL-LIABILITY-AND-EQUITY>      2,927,201
<SALES>                           3,819,373
<TOTAL-REVENUES>                  3,819,373
<CGS>                             3,668,157
<TOTAL-COSTS>                     3,676,943
<OTHER-EXPENSES>                  (3,428)
<LOSS-PROVISION>                  0
<INTEREST-EXPENSE>                11,521
<INCOME-PRETAX>                   134,337
<INCOME-TAX>                      44,331
<INCOME-CONTINUING>               90,006
<DISCONTINUED>                    0
<EXTRAORDINARY>                   0
<CHANGES>                         0
<NET-INCOME>                      90,006
<EPS-BASIC>                       0.63<F1>
<EPS-DILUTED>                     0.62<F1>


<FN>
<F1> After retroactive treatment  of  February 2000's two-for-one stock split in
the form of a stock dividend
</FN>






</TABLE>


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