##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 1, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-11098
  SOLECTRON CORPORATION
 (Exact name of registrant as
    specified in its charter)
   Delaware(State or Other
    Jurisdiction of
    Incorporation or Organization)

94-2447045(I.R.S. Employer
    Identification Number)    847
    Gibraltar Drive
    Milpitas, California 95035 (Address
    of principal executive offices including zip
    code)
   (408) 957-8500
 (Registrants telephone
    number, including area code)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    one-to-one




---



##### 



SOLECTRON
    CORPORATION
  INDEX TO
    FORM 10-Q
   
 PART I.
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements (unaudited)


4Condensed
    Consolidated Balance Sheets at June 1, 2007 and at
    August 25, 2006


4Condensed
    Consolidated Statements of Operations for the three and nine
    months ended June 1, 2007 and May 26, 2006


5Condensed
    Consolidated Statements of Comprehensive Income for the three
    and nine months ended June 1, 2007 and May 26,
    2006


6Condensed
    Consolidated Statements of Cash Flows for the nine months ended
    June 1, 2007 and May 26, 2006


7Notes to Condensed
    Consolidated Financial Statements (unaudited)


8Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


30Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


45Item 4.


Controls and
    Procedures


45PART II.
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


45Item 1a.


Risk
    Factors


46Item 6.


Exhibits


55Signatures


56EXHIBIT 10.1EXHIBIT 10.2EXHIBIT 10.4EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



Cautionary
    Statement Regarding Forward-Looking Statements
  With the exception of historical facts, the statements
    contained in this quarterly report are forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933, as amended (the Securities
    Act), and Section 21E of the Securities Exchange Act
    of 1934, as amended (the Exchange Act), and are
    subject to the safe harbor provisions set forth in the Exchange
    Act. The forward-looking statements are generally accompanied by
    words such as may, will,
    could, should, intend,
    anticipate, believe,
    estimate, expect, continue
    and other similar words and statements. These forward-looking
    statements relate to matters including, but not limited to:
  
    anticipated sales and future operating results;
    our anticipation of the timing and amounts of our future
    obligations and commitments and our ability to meet those
    commitments;
    the calculations of taxes due and the adequacy of our reserves
    for potential tax liabilities and credits for open periods;
    our ability to successfully defend against proposed IRS
    adjustments to prior year income tax returns;
    the amount of available future cash and our belief that our cash
    and cash equivalents, short-term investments, lines of credit
    and cash to be generated from continuing operations will be
    sufficient for us to meet our obligations for the next twelve
    months;
    the adequacy of our restructuring provisions and adequacy and
    timing of our restructuring activities and their impact on our
    business or results of operations;
    the anticipated financial impact of recent and future
    acquisitions and divestitures and the adequacy of our provisions
    for indemnification obligations pursuant to such transactions;
    our ability to comply with the requirements of Section 404
    of the Sarbanes-Oxley Act of 2002;
    our exposure to foreign currency exchange rate fluctuations;
    our belief that our current or future environmental liability
    exposure related to our facilities will not be material to our
    business, financial condition or results of operations;
    the impact of any litigation;
    the impact of customer defaults or bankruptcies;
    our ability to implement our enterprise resource planning system
    and the impact of deficiencies in our IT systems;
    our characterization of the markets in which we do business,
    including our ability to earn increased margins in certain
    growth markets; and
    various other forward-looking statements contained in
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations.  Our forward-looking statements are based on current
    expectations, forecasts and assumptions and are subject to
    risks, uncertainties and changes in condition, significance,
    value and effect, including those discussed under the heading
    Risk Factors in this report and in our other reports
    filed with the Securities and Exchange Commission. Such risks,
    uncertainties and changes in condition, significance, value and
    effect could cause our actual results to differ materially from
    our anticipated outcomes. Although we believe that the
    assumptions underlying the
    forward-looking
    statements are reasonable, any of the assumptions could prove
    inaccurate. Therefore, we can give no assurance that the results
    implied by these forward-looking statements will be realized.
    The inclusion of forward-looking information should not be
    regarded as a representation by our company or any other person
    that the future events, plans or expectations contemplated by
    Solectron will be achieved. Furthermore, past performance in
    operations and share price is not necessarily indicative of
    future performance. We disclaim any intention or obligation to
    update or revise any forward-looking statements contained
    herein, whether as a result of new information, future events or
    otherwise.
 3




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  SOLECTRON
    CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  June 1,


August 25,2007


2006(In millions)(Unaudited)ASSETSCurrent assets:Cash, cash equivalents and
    short-term investments*

$
1,195.1


$
1,180.5Accounts receivable, net


1,493.6



1,429.3Inventories


1,830.8



1,516.1Prepaid expenses and other current
    assets


366.3



225.8Total current assets


4,885.8



4,351.7Property and equipment, net


737.4



673.4Goodwill


159.1



155.2Other assets


120.8



193.3Total assets

$
5,903.1


$
5,373.6LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt

$
64.0


$
89.5Accounts payable


2,070.2



1,616.7Accrued employee compensation


156.8



170.4Accrued expenses and other current
    liabilities


483.0



427.6Total current liabilities


2,774.0



2,304.2Long-term debt


609.8



619.4Other long-term liabilities


36.2



36.3Total liabilities


3,420.0



2,959.9Commitments and contingenciesStockholders equity:Common stock


0.9



1.0Additional paid-in capital


7,599.7



7,585.2Accumulated deficit


(5,039.9
)


(5,073.3
)Accumulated other comprehensive
    loss


(77.6
)


(99.2
)Total stockholders equity


2,483.1



2,413.7Total liabilities and
    stockholders equity

$
5,903.1


$
5,373.6     *
    
    Includes $16.8 million and $31.6 million of restricted
    cash balances as of June 1, 2007 and August 25, 2006,
    respectively, and $0 million and $22.9 million of
    short-term investments as of June 1, 2007 and
    August 25, 2006, respectively.   4




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006(In millions,except per share data)(Unaudited)


(In millions,except per share data)(Unaudited)Net sales

$
2,985.3


$
2,702.6


$
8,886.3


$
7,658.6Cost of sales


2,833.9



2,560.4



8,432.7



7,261.8Gross profit


151.4



142.2



453.6



396.8Operating expenses:Selling, general and administrative


112.1



112.2



338.6



323.9Restructuring and impairment costs


29.6



2.6



80.7



9.1Operating income


9.7



27.4



34.3



63.8Interest income


7.5



12.3



25.1



36.7Interest expense


(5.5
)


(7.2
)


(17.9
)


(20.8
)Other income (expense) 
    net


8.7



(0.8
)


5.9



(0.8
)Operating income from continuing
    operations before income taxes


20.4



31.7



47.4



78.9Income tax expense (benefit)


8.2



(10.7
)


13.0



(0.8
)Income from continuing operations


12.2



42.4



34.4



79.7Discontinued operations:(Loss) income from discontinued
    operations before income taxes of $0


(0.1
)


(0.4
)


(1.0
)


16.7(Loss) income from discontinued
    operations


(0.1
)


(0.4
)


(1.0
)


16.7Net income

$
12.1


$
42.0


$
33.4


$
96.4Basic net income per share:Continuing operations

$
0.01


$
0.05


$
0.04


$
0.09Discontinued operations














0.02Basic net income per share

$
0.01


$
0.05


$
0.04


$
0.11Diluted net income per share:Continuing operations

$
0.01


$
0.05


$
0.04


$
0.09Discontinued operations














0.02Diluted net income per share

$
0.01


$
0.05


$
0.04


$
0.11Shares used to compute basic net
    income per share


898.6



908.1



895.6



916.2Shares used to compute diluted net
    income per share


904.7



909.6



899.4



917.2    5




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006(In millions)(Unaudited)Net income

$
12.1


$
42.0


$
33.4


$
96.4Other comprehensive income:Net gain on derivative instruments


0.3







0.4



Foreign currency translation
    adjustments, net


16.2



22.7



21.1



31.7Comprehensive income

$
28.6


$
64.7


$
54.9


$
128.1      6




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine Months EndedJune 1,


May 26,2007


2006(In millions)(Unaudited)Cash flows from operating
    activities:Net income

$
33.4


$
96.4Adjustments to reconcile net
    income to net cash provided by (used in) operating activities:Loss (income) from discontinued
    operations


1.0



(16.7
)Depreciation and amortization


124.5



130.4Impairment of property, equipment,
    goodwill and other long-term assets


3.5



10.3Stock-based compensation


20.1



16.9Changes in operating assets and
    liabilities:Accounts receivable, net of
    allowance


(64.3
)


(168.2
)Inventories


(314.7
)


(371.7
)Prepaid expenses and other assets


(133.6
)


(65.6
)Accounts payable


453.6



246.6Accrued expenses and other current
    liabilities


60.8



16.7Net cash provided by (used) in
    operating activities of continuing operations


184.3



(104.9
)Net cash used in operating
    activities of discontinued operations


(2.5
)


(8.2
)Net cash provided by (used in)
    operating activities


181.8



(113.1
)Cash flows from investing
    activities:Change in restricted cash and cash
    equivalents


14.8



(18.2
)Sale of available for
    sale securities


22.9



1.6Purchase of facilities previously
    held under synthetic lease


(13.2
)


Acqisitions, net of cash received


(18.1
)


(5.7
)Capital expenditures


(125.8
)


(155.6
)Proceeds from sale of property and
    equipment


24.7



8.4Receipts from discontinued
    operations






8.9Net cash used in investing
    activities of continuing operations


(94.7
)


(160.6
)Net cash provided by investing
    activities of discontinued operations






17.1Net cash used in investing
    activities


(94.7
)


(143.5
)Cash flows from financing
    activities of continuing operations:Proceeds (borrowings) on bank
    lines of credit and other debt arrangements


29.1



(1.4
)Proceeds from issuance of debt






147.4Payments made to redeem
    ACES/Senior Notes


(64.3
)


(150.0
)Common stock repurchase


(10.1
)


(205.7
)Proceeds from stock issued under
    option and employee purchase plans


4.5



5.4Net cash used in financing
    activities of continuing operations


(40.8
)


(204.3
)Net cash provided by (used in)
    financing activities of discontinued operations


2.5



(8.9
)Net cash used in financing
    activities


(38.3
)


(213.2
)Effect of exchange rate changes on
    cash and cash equivalents


3.5



Net increase (decrease) in cash
    and cash equivalents


52.3



(469.8
)Total cash and cash equivalents at
    beginning of period


1,126.0



1,682.8Total cash and cash equivalents at
    end of period

$
1,178.3


$
1,213.0SUPPLEMENTAL SCHEDULE
    OFNon-cash investing activities:Purchase price of facilities
    previously under synthetic lease

$
81.1


$
Cancellation of receivable as
    payment for facilities

$
(74.5
)

$
    7




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes
    to Condensed Consolidated Financial Statements
 (Unaudited)
  NOTE 1 
    Basis of
    Presentation and Recent Accounting Pronouncements  Basis
    of Presentation
  Form 10-K
    53-week
    Research
    and Development Expenses
    Recent
    Accounting Pronouncements
  held-to-maturity
 8




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  instrument-by-instrument
        NOTE 2 
    Stock-Based
    Compensation   9




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  No. FAS 123R-3
    Stock
    Options
      Three Months Ended

Nine Months EndedJune 1,

May 26,

June 1,

May 26,Stock Optionstu

2007

2006

2007

2006Expected volatility

58%

59%

58%

52% - 59%Dividend yield

zero

zero

zero

zeroExpected life

5.1

4.4 years

4.4 years to 5.1 years

4.3 years to 4.9 yearsRisk-free rate

4.38%

4.90%

4.38% to 4.95%

4.43% to 4.95%   10




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Three Months Ended

Nine Months EndedJune 1,

May 26,

June 1,

May 26,Employee Stock Purchase Plan

2007

2006

2007

2006Weighted-average volatility

30% - 58%

30%

30% - 58%

30% - 44%Dividend yield

zero

zero

zero

zeroExpected life

6 - 12 months

6 - 12 months

6 - 12 months

6 - 12 monthsRisk-free rate

4.95%

4.43%

4.95% - 5.10%

3.94% - 4.43%     WeightedStock Option


AverageAwards Outstanding


Exercise PriceBalance, August 25, 2006


45,012,363


$
9.09Granted


718,233


$
3.21Exercised


13,700


$
2.09Forfeited


334,327


$
3.80Cancelled


1,902,567


$
28.73Balance, November 24, 2006


43,480,002


$
8.17Exercisable at November 24,
    2006


35,139,930


$
9.22Balance, November 24, 2006


43,480,002


$
8.17Granted


7,389,068


$
3.49Exercised


7,740


$
2.35Forfeited


429,754


$
3.97Cancelled


1,295,618


$
10.80Balance, March 2, 2007


49,135,958


$
7.44Exercisable at March 2, 2007


35,501,315


$
8.91Balance, March 2, 2007


49,135,958


$
7.44Granted


353,900


$
3.11Exercised


51,504


$
2.11Forfeited


796,676


$
3.94Cancelled


8,514,012


$
6.74Balance, June 1, 2007


40,127,666


$
7.62Exercisable at June 1, 2007


28,110,916


$
9.36      11




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Employee
    Stock Purchase Plan
    Restricted
    Stock Awards and Discounted Stock Options
      NOTE 3 
    Stock
    Repurchase   12




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   NOTE 4 
    Inventories    June 1,


August 25,2007


2006Raw materials

$
1,212.9


$
1,127.0Work-in-process


209.1



202.2Finished goods


408.8



186.9Total

$
1,830.8


$
1,516.1     NOTE 5 
    Accounts
    Receivable, Net    June 1,


August 25,2007


2006Accounts receivable

$
1,500.8


$
1,443.8Less: Allowance for doubtful
    accounts


7.2



14.5Accounts receivable, net

$
1,493.6


$
1,429.3   NOTE 6 
    Property
    and Equipment, Net    June 1,


August 25,2007


2006Land

$
61.0


$
43.5Buildings and improvements


429.6



367.1Leasehold improvements


90.1



100.8Furniture, fixtures, equipment and
    other


1,047.9



1,040.0Computer equipment and software


350.8



338.31,979.4



1,889.7Less: Accumulated depreciation and
    amortization


1,242.0



1,216.3Property and equipment, net

$
737.4


$
673.4  13




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  NOTE 7 
    Debt  8.00% Senior
    Subordinated Notes due 2016
    0.5% Convertible
    Senior Notes due 2034
       14




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Adjustable
    Conversion-Rate Equity Securities (ACES)
        Liquid
    Yield Option Notes
    (LYONstm)
  tm tm
  tm tm
  Credit
    Facility
   15




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    NOTE 8 
    Derivative
    Instruments            NOTE 9 
    Commitments
    and Contingencies  Future
    Minimum Lease Obligations
    Payments Due by PeriodShort-Total


Term


Q4 08


FY09


FY10


FY11


FY12


Thereafter(In millions)Operating leases

$
148.7


$
37.9


$
8.5


$
30.4


$
23.0


$
14.5


$
12.0


$
22.4   Legal
    Proceedings
   16




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Environmental
    Liability
      SOP 96-1
  clean-ups
  NOTE 10 
    Taxes     17




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
              18




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   NOTE 11 
    Segment
    Information and Geographic Information        Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Geographic net sales:United States

$
910.6


$
787.4


$
2,655.8


$
2,392.5Other North and Latin America


458.6



403.9



1,439.8



1,147.6Europe


376.2



306.6



1,128.2



909.3Malaysia


515.8



568.7



1,595.8



1,580.8China


404.7



398.2



1,131.8



936.8Other Asia Pacific


319.4



237.8



934.9



691.6$
2,985.3


$
2,702.6


$
8,886.3


$
7,658.6     June 1,


August 25,2007


2006Long-lived assets:United States

$
190.6


$
110.0Other North and Latin America


161.6



162.3Europe


119.3



118.2Asia Pacific


265.9



282.9$
737.4


$
673.4  19




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Computing & Storage


32.6
%


32.4
%


32.8
%


33.0
%Networking


25.6
%


23.6
%


24.2
%


25.4
%Communications


19.3
%


19.3
%


19.9
%


18.6
%Consumer


9.9
%


11.6
%


10.9
%


10.0
%Industrial


8.4
%


9.1
%


8.2
%


8.5
%Automotive


2.1
%


2.0
%


1.9
%


2.7
%Other


2.1
%


2.0
%


2.1
%


1.8
%Total


100.0
%


100.0
%


100.0
%


100.0
%     Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Cisco Systems


19.7
%


16.3
%


17.6
%


17.1
%Nortel Networks


*



*



*



10.3
%Hewlett-Packard


10.2
%


*



10.1
%


*     (*)
    
    Less than 10%    NOTE 12 
    Restructuring
    and Impairment  No. 94-3,
 20




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Overview
    of Restructuring Plans
  Fiscal
    Year 2007 Phase II Restructuring Plan
    
    Close or consolidate approximately 400,000 square feet of
    facilities in Western Europe and North America.
    Reduce approximately 1,300 to 1,500 employees at the
    facilities being closed or consolidated.
    Impair certain long-lived assets (primarily buildings and
    leasehold improvements) in connection with the facilities being
    vacated and equipment made excess or obsolete to the extent that
    we would be unable to recover their carrying value upon sales to
    third parties.        Fiscal
    Year 2007 Phase I Restructuring Plan
   21




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    
    Close or consolidate approximately 700,000 square feet of
    facilities in Western Europe and North America.
    Reduce approximately 1,200 to 1,400 employees at the
    facilities being closed or consolidated. Although there may be a
    potential decrease from the original plan estimate of
    1,400 employees, severance costs will still be in the range
    provided.
    Impair certain long-lived assets (primarily buildings and
    leasehold improvements) in connection with the facilities being
    vacated and equipment made excess or obsolete to the extent that
    we would be unable to recover their carrying value upon sales to
    third parties.        Fiscal
    Year 2005 Restructuring Plan
    
    Closing the Companys facilities in Hillsboro, Oregon;
    Winnipeg, Canada; Lincoln, California; Turnhout, Belgium; and
    Munich, Germany.
    Eliminating approximately 2,500 positions (1) at the
    facilities being closed; (2) at the Companys
    facilities in Bordeaux, France; Dunfermline, Scotland;
    Guadalajara, Mexico; Jaguariuna, Brazil; and other facilities;
    and (3) within the Companys material procurement and
    sales organizations in Europe and North America. These actions
    included the elimination of certain positions, the migration of
    certain functional activities to facilities in lower cost
    geographies and the outsourcing of certain activities.
    Impairing certain long-lived assets (primarily building and
    leasehold improvement) in connection with the facilities being
    vacated and equipment made obsolete to the extent that Solectron
    would be unable to recover their carrying value upon sales to
    third parties. 22




---



##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
     Fiscal
    Year 2004 Restructuring Plan
      Legacy
    Restructuring Plans
     23




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
     Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006


NatureLoss on disposal of and impairment
    of equipment and facilities, net

$
0.8


$
0.2


$
5.5


$
8.7


non-cashIntangible asset impairment
    charge, net














1.9


non-cashTotal impairment of equipment,
    facilities and intangibles


0.8



0.2



5.5



10.6Severance and benefit costs
    (reversal)


25.9



(0.2
)


63.4



(10.1
)

cashNet adjustment to facility lease
    loss accrual


0.9



1.8



8.8



6.3


cashNet adjustment to equipment lease
    loss accrual














0.1


cashOther exit costs


2.0



0.8



3.0



2.2


cashTotal cash restructuring


28.8



2.4



75.2



(1.5
)Total cash and non-cash
    restructuring

$
29.6


$
2.6


$
80.7


$
9.1   Restructuring
    Accrual
    Severance


Lease Facilitiesand Benefits


and Equipment


Other


TotalBalance of accrual at
    August 25, 2006

$
7.1


$
23.1


$
0.1


$
30.3Q1 FY07 Provision


29.8



2.9



0.4



33.1Q1 FY07 Provision adjustments


(0.2
)










(0.2
)Q1 FY07 Cash payments


(3.3
)


(9.7
)


(0.5
)


(13.5
)Balance of accrual at
    November 24, 2006


33.4



16.3







49.7Q2 FY07 Provision


8.4



4.2



0.6



13.2Q2 FY07 Provision adjustments


(0.5
)


0.4







(0.1
)Q2 FY07 Cash payments


(12.0
)


(4.1
)


(0.5
)


(16.6
)Balance of accrual at
    March 2, 2007


29.3



16.8



0.1



46.2Q3 FY07 Provision


26.5



1.0



2.0



29.5Q3 FY07 Provision adjustments


(0.5
)


(0.4
)






(0.9
)Q3 FY07 Cash payments


(22.1
)


(3.8
)


(2.1
)


(28.0
)Balance of accrual at June 1,
    2007

$
33.2


$
13.6


$



$
46.8    24




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   Restructuring
    Activity by Plan
    Fiscal 2007


Fiscal 2007Phase II


Phase I


Fiscal


Fiscal


LegacyPlan


Plan


2005 Plan


2004 Plan


Plans


TotalBalance of accrual at
    August 25, 2006

$



$



$
7.1


$
2.1


$
21.1


$
30.3Q1 FY 2007 Provision






29.6



0.7



0.7



2.1



33.1Q1 FY 2007 Provision adjustments










(0.1
)






(0.1
)


(0.2
)Q1 FY 2007 Cash payments






(3.1
)


(0.8
)


(0.2
)


(9.4
)


(13.5
)Balance of accrual at
    November 24, 2006

$



$
26.5


$
6.9


$
2.6


$
13.7


$
49.7Q1 2007 Non-cash items





















$
1.4Q2 FY 2007 Provision






11.8



0.9



0.3



0.2



13.2Q2 FY 2007 Provision adjustments






0.4



(0.1
)


(0.1
)


(0.3
)


(0.1
)Q2 FY 2007 Cash payments






(6.8
)


(6.3
)


(0.5
)


(3.0
)


(16.6
)Balance of accrual at
    March 2, 2007

$



$
31.9


$
1.4


$
2.3


$
10.6


$
46.2Q2 2007 Non-cash items





















$
3.3Q3 FY 2007 Provision

$
24.1


$
4.3


$
0.3


$
0.3


$
0.5



29.5Q3 FY 2007 Provision adjustments






(0.8
)










(0.1
)


(0.9
)Q3 FY 2007 Cash payments


(1.7
)


(22.3
)


(0.5
)


(0.2
)


(3.3
)


(28.0
)Balance of accrual at June 1,
    2007

$
22.4


$
13.1


$
1.2


$
2.4


$
7.7


$
46.8Q3 2007 Non-cash items





















$
0.8   NOTE 13 
    Goodwill
    and Intangible Assets    GoodwillBalance at August 25, 2006

$
155.2Acquisitions


3.4Goodwill adjustments


0.5Balance at June 1, 2007

$
159.1  25




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Intellectual


CustomerSupply


Property


RelationshipsAgreements


Agreements


and Other


TotalJune 1, 2007Gross amount

$
95.9


$
81.9


$
75.3


$
253.1Accumulated amortization


(85.6
)


(75.3
)


(65.5
)


(226.4
)Carrying value

$
10.3


$
6.6


$
9.8


$
26.7August 25, 2006Gross amount

$
85.5


$
80.3


$
72.6


$
238.4Accumulated amortization


(85.4
)


(73.3
)


(63.4
)


(222.1
)Carrying value

$
0.1


$
7.0


$
9.2


$
16.3         NOTE 14 
    Discontinued
    Operations     26




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Net sales

$



$



$



$
Cost of sales














Gross profit














Operating expense
    (income)  net


0.1



0.4



1.0



(7.8
)Operating (loss) income


(0.1
)


(0.4
)


(1.0
)


7.8Other income  net














8.9(Loss) income before income taxes,
    income taxes of $0


(0.1
)


(0.4
)


(1.0
)


16.7(Loss) income from discontinued
    operations, net of tax

$
(0.1
)

$
(0.4
)

$
(1.0
)

$
16.7           NOTE 15 
    Net
    Income Per Share Calculation     27




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Basic earnings per share:Income from continuing operations

$
12.2


$
42.4


$
34.4


$
79.7Shares used in computation:Weighted average ordinary shares
    outstanding


898.6



908.1



895.6



916.2Basic earnings per share

$
0.01


$
0.05


$
0.04


$
0.09Diluted earnings per share:Income from continuing operations

$
12.2


$
42.4


$
34.4


$
79.7Shares used in computation:Weighted average ordinary shares
    outstanding


898.6



908.1



895.6



916.2Employee stock options


0.1



0.2



0.1



0.2Restricted stock


6.0



0.8



3.7



0.7Shares issuable upon conversion of
    convertible securities






0.5







0.1Weighted average number of shares


904.7



909.6



899.4



917.2Diluted earnings per share

$
0.01


$
0.05


$
0.04


$
0.09     Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Anti-dilutive securities:Employee stock options


44.3



48.7



45.9



36.6Shares issuable upon conversion of
    LYONS


0.2







0.2



Shares issuable upon conversion of
    0.5% notes


0.3







0.3



Total anti-dilutive shares


44.8



48.7



46.4



36.6   NOTE 16 
    Related
    Party Transactions   28




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##### Table of Contents



SOLECTRON
    CORPORATION AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   NOTE 17 
    Subsequent
    and Other Events         29




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
        Summary
    of Results and Key Performance Indicators
    Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Net sales

$
2,985.3


$
2,702.6


$
8,886.3


$
7,658.6Gross profit


151.4



142.2



453.6



396.8Selling, general and administrative
    expense


112.1



112.2



338.6



323.9Income from continuing operations


12.2



42.4



34.4



79.7     Three Months EndedJune 1,


March 2,


November 24,


August 25,


May 26,2007


2007


2006


2006


2006Inventory turns


6.2 turns



6.5 turns



7.3 turns



7.3 turns



7.2 turnsDays sales outstanding (DSO)


44 days



45 days



44 days



43 days



42 daysDays payable outstanding (DPO)


63 days



59 days



52 days



53 days



54 daysCash-to-cash
    cycle (C2C)


38 days



42 days



41 days



39 days



38 daysCapital expenditures (in millions)

$
42.4


$
50.0


$
33.4


$
40.9


$
46.0  30




---



##### Table of Contents



14-week
  Critical
    Accounting Policies and Estimates
  Form 10-K
  Revenue
    Recognition
  out-of-warranty
  No. 01-09,
 31




---



##### Table of Contents



No. 99-19,
  No. 06-03, (EITF 06-03). EITF 06-03 EITF 06-03
  Inventory
    Valuation
    Allowance
    for Doubtful Accounts
   32




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##### Table of Contents



Goodwill
    Impairment
    of Long-Lived and Intangible Assets
    Restructuring
    and Related Impairment Costs
     33




---



##### Table of Contents



No. 94-3,
      Income
    Taxes
     34




---



##### Table of Contents



Loss
    Contingencies
    Stock-Based
    Compensation
            Results
    of Operations
   35




---



##### Table of Contents



Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Net sales


100.0
%


100.0
%


100.0
%


100.0
%Cost of sales


94.9



94.7



94.9



94.8Gross profit


5.1



5.3



5.1



5.2Operating expenses:Selling, general and administrative


3.8



4.2



3.8



4.2Restructuring and impairment costs


1.0



0.1



0.9



0.1Operating income


0.3



1.0



0.4



0.9Interest income


0.3



0.5



0.2



0.5Interest expense


(0.2
)


(0.3
)


(0.2
)


(0.3
)Other income (expense) 
    net


0.3







0.1



Operating income from continuing
    operations before income taxes


0.7



1.2



0.5



1.1Income tax expense


0.3



(0.4
)


0.1



Income from continuing operations


0.4
%


1.6
%


0.4
%


1.1
%Discontinued operations:Income from discontinued
    operations, income taxes of $0














0.2Income from discontinued operations



%



%



%


0.2
%Net income


0.4
%


1.6
%


0.4
%


1.3
%   Net
    Sales  Continuing Operations
   36




---



##### Table of Contents



Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Computing & Storage


32.6
%


32.4
%


32.8
%


33.0
%Networking


25.6
%


23.6
%


24.2
%


25.4
%Communications


19.3
%


19.3
%


19.9
%


18.6
%Consumer


9.9
%


11.6
%


10.9
%


10.0
%Industrial


8.4
%


9.1
%


8.2
%


8.5
%Automotive


2.1
%


2.0
%


1.9
%


2.7
%Other


2.1
%


2.0
%


2.1
%


1.8
%Total


100.0
%


100.0
%


100.0
%


100.0
%   International
    Sales  Continuing Operations
    Major
    Customers  Continuing Operations
    Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Cisco Systems


19.7
%


16.3
%


17.6
%


17.1
%Nortel Networks


*



*



*



10.3
%Hewlett-Packard


10.2
%


*



10.1
%


*     (*)
    
    Less than 10%     37




---



##### Table of Contents



Gross
    Profit  Continuing Operations
        Selling,
    General and Administrative (SG&A) Expenses 
    Continuing Operations
    Restructuring
    and Impairment  Continuing Operations
        Fiscal
    Year 2007 Phase II Restructuring Plan
    
    Close or consolidate approximately 400,000 square feet of
    facilities in Western Europe and North America.
    Reduce approximately 1,300 to 1,500 employees at the
    facilities being closed or consolidated. 38




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##### Table of Contents




    Impair certain long-lived assets (primarily buildings and
    leasehold improvements) in connection with the facilities being
    vacated and equipment made excess or obsolete to the extent that
    we would be unable to recover their carrying value upon sales to
    third parties.          Fiscal
    Year 2007 Phase I Restructuring Plan
    
    Closing or consolidating approximately 700,000 square feet
    of facilities in Western Europe and North America.
    Reducing approximately 1,200 to 1,400 employees at the
    facilities being closed or consolidated. Although there may be a
    potential decrease from the original plan estimate of
    1,400 employees, severance costs will still be in the range
    provided.
    Impair certain long-lived assets (primarily buildings and
    leasehold improvements) in connection with the facilities being
    vacated and equipment made excess or obsolete to the extent that
    we would be unable to recover their carrying value upon sales to
    third parties.       39




---



##### Table of Contents



Interest
    Income  Continuing Operations
    Interest
    Expense  Continuing Operations
    Other
    Income (Expense)  net  Continuing
    Operations
    Income
    Taxes  Continuing Operations
     40




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Nine Months EndedJune 1,


May 26,2007


2006Net cash provided by (used) in
    operating activities of continuing operations

$
184.3


$
(104.9
)Net cash used in operating
    activities of discontinued operations


(2.5
)


(8.2
)Net cash provided by (used) in
    operating activities

$
181.8


$
(113.1
)Net cash used in investing
    activities of continuing operations

$
(94.7
)

$
(160.6
)Net cash provided by investing
    activities of discontinued operations






17.1Net cash used in investing
    activities

$
(94.7
)

$
(143.5
)Net cash used in financing
    activities of continuing operations

$
(40.8
)

$
(204.3
)Net cash provided by (used in)
    financing activities of discontinued operations


2.5



(8.9
)Net cash used in financing
    activities

$
(38.3
)

$
(213.2
)    41




---



##### Table of Contents



Debt
     42




---



##### Table of Contents



Restricted
    Cash
    Off-Balance
    Sheet Arrangements and Contractual Obligations
      Contractual
    Obligations and Commitments
      Payment Due by PeriodShort-Total


Term


Q4 08


FY09


FY10


FY11


FY12


Thereafter(In millions)Debt(1)

$
673.8


$
64.0


$
0.1


$
0.5


$
8.2


$
451.0


$



$
150.0Interest expense on long-term debt


118.1



14.7



1.3



14.5



14.5



13.1



12.0



48.0Operating lease


148.7



37.9



8.5



30.4



23.0



14.5



12.0



22.4Operating leases for restructured
    facilities and equipment


18.5



8.4



1.2



3.6



3.1



1.4



0.4



0.4Purchase obligations(2)


362.8



362.3











0.5











$
1,321.9


$
487.3


$
11.1


$
49.0


$
49.3


$
480.0


$
24.4


$
220.8     (1)
    
    Total debt includes capital lease commitments of
    $1.6 million.(2)
    
    We have various purchase commitments for materials, supplies and
    services incurred during the normal course of business. 43




---



##### Table of Contents



Discontinued
    Operations
      Three Months Ended


Nine Months EndedJune 1,


May 26,


June 1,


May 26,2007


2006


2007


2006Net sales

$



$



$



$
Cost of sales














Gross profit














Operating expense
    (income)  net


0.1



0.4



1.0



(7.8
)Operating (loss) income


(0.1
)


(0.4
)


(1.0
)


7.8Other income  net














8.9(Loss) income before income taxes,
    income taxes of $0


(0.1
)


(0.4
)


(1.0
)


16.7(Loss) income from discontinued
    operations, net of tax

$
(0.1
)

$
(0.4
)

$
(1.0
)

$
16.7        44




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk        Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Changes in internal control over financial
    reporting.
 PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings     45




---



##### Table of Contents



Item 1a.
    Risk
    factors    Risks
    Relating to our Business
  Most
    of our sales come from a small number of customers; if we lose
    any of these customers, our net sales could decline
    significantly.
    Our
    customers may cancel their orders, change production quantities
    or locations, or delay production.
    Our
    business has low operating margins and any increase in cost of
    sales or operating expenses could have a material adverse effect
    on our profitability.
    We may
    not be able to sell excess or obsolete inventory to customers or
    third parties, which could have a material adverse impact on our
    consolidated financial condition.
   46




---



##### Table of Contents



We are
    exposed to risks associated with operating
    internationally.
    
    adverse movement of foreign currencies against the
    U.S. dollar in which our results are reported;
    import and export duties, and value added taxes;
    import and export regulation changes that could erode our profit
    margins or restrict exports or imports;
    potential restrictions on the transfer of funds;
    government and license requirements governing the transfer of
    technology and products abroad;
    disruption of local labor supply or transportation services;
    inflexible employee contracts in the event of business downturns;
    potential disruption related to organized labor stoppages;
    the burden and cost of compliance with import and export
    regulations and foreign laws;
    economic and political risks in emerging or developing economies;
    risks of conflict and terrorism that could disrupt our or our
    customers and suppliers businesses; and
    increased risk of improper payments or inappropriate business
    activities.   47




---



##### Table of Contents



Possible
    fluctuation of operating results from quarter to quarter and
    factors out of our control could affect the market price of our
    securities.
    
    differences in the profitability of the types of manufacturing
    services we provide. For example, high velocity and low
    complexity printed circuit boards and systems assembly services
    have typically lower gross profit than low volume/complex
    printed circuit boards and systems assembly services;
    our ability to maximize the hours of use of our equipment and
    facilities is dependent on the duration of the production run
    time for each job and customer;
    the amount of automation that we can use in the manufacturing
    process for cost reduction varies, depending upon the complexity
    of the product being made;
    our customers demand for our products and their ability to
    take delivery of our products and to make timely payments for
    delivered products;
    our ability to optimize the ordering of inventory as to timing
    and amount to avoid holding inventory in excess of immediate
    production needs;
    our ability to offer technologically advanced, cost-effective,
    quick response manufacturing services;
    our ability to drive down manufacturing costs in accordance with
    customer and market requirements, which is dependent upon our
    ability to apply Lean Six Sigma operating principles;
    fluctuations in the availability and pricing of components;
    timing of expenditures in anticipation of increased sales;
    cyclicality in our target markets;
    fluctuations in our market share;
    fluctuations in currency exchange rates;
    expenses and disruptions associated with acquisitions and
    divestitures;
    announcements of operating results and business conditions by
    our customers;
    announcements by our competitors relating to new customers,
    technological innovation or new services;
    economic developments in the electronics industry as a whole;
    credit rating and stock analyst downgrades;
    our ability to successfully implement changes to our enterprise
    resource planning systems;
    political and economic developments in countries in which we
    have operations; and
    general market conditions.   48




---



##### Table of Contents



If we
    incur more restructuring-related charges than currently
    anticipated, our consolidated financial condition and results of
    operations may suffer.
    Failure
    to attract and retain key personnel and skilled associates could
    hurt our operations.
    We
    depend on limited or sole source suppliers for critical
    components. The inability to obtain sufficient components as
    required, and under favorable purchase terms, would harm our
    business.
    We
    potentially bear the risk of price increases associated with
    shortages in electronics components.
   49




---



##### Table of Contents



Our
    net sales could decline if our competitors provide comparable
    manufacturing services and improved products at a lower
    cost.
    We
    depend on the continuing trend of OEMs to
    outsource.
    Our
    strategic relationships with major customers create
    risks.
    
    we may pay a purchase price to the divesting OEMs that exceeds
    the value we are ultimately able to realize from the future
    business of the OEM;
    the integration into our business of the acquired assets and
    facilities may be time-consuming and costly;
    we, rather than the divesting OEM, would bear the risk of excess
    capacity;
    we may not achieve anticipated cost reductions and efficiencies;
    we may be unable to meet the expectations of the OEM as to
    volume, product quality, timeliness and cost reductions; and
    if demand for the OEMs products declines, the OEM may
    reduce its volume of purchases, and we may not be able to
    sufficiently reduce the expenses of operating the facility or
    use the facility to provide services to 50




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other OEMs, and we might find it appropriate to close, rather
    than continue to operate, the facility, and any such actions
    would require us to incur significant restructuring
    and/or
    impairment charges.    Business
    disruptions could seriously harm our future revenue and
    financial condition and increase our costs and
    expenses.
    If we
    are unable to manage future acquisitions, and cost-effectively
    run our operations, our profitability could be adversely
    affected.
    If we
    have a material weakness in our internal controls over financial
    reporting, investors could lose confidence in the reliability of
    our financial statements, which could result in a decrease in
    the value of our securities.
    If our
    products are subject to warranty or liability claims, we may
    incur significant costs.
     51




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We may
    not have sufficient insurance coverage for certain of the risks
    and liabilities we assume in connection with the products and
    services we provide to our customers.
    Our
    design and engineering services may result in additional
    exposure to product liability, intellectual property
    infringement and other claims.
    Notwithstanding
    our divestiture of certain businesses in recent years, we remain
    subject to certain indemnification obligations for a period of
    time after completion of the divestitures.
    We are
    exposed to fluctuations in foreign currency exchange rates and
    interest rate fluctuations.
    Failure
    to comply with environmental regulations could harm our
    business.
   52




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Our
    ongoing implementation of new enterprise resource planning (ERP)
    software and systems may cause disruptions in our business
    operations.
    We may
    not be able to adequately protect or enforce our intellectual
    property rights and could become involved in intellectual
    property disputes.
     53




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Rating
    downgrades may make it more expensive for us to borrow
    money.
    Unanticipated
    changes in our tax rates or in our exposure to additional tax
    liabilities could affect our operating results and financial
    condition.
    We
    have received an examination report from the Internal Revenue
    Service proposing a tax deficiency in certain of our tax
    returns, and the outcome may have a material adverse effect on
    our results of operations and cash flows.
      Risks
    Relating to the Proposed Merger with Flextronics
  Failure
    to complete the merger could materially and adversely affect our
    results of operations and stock price.
      
    we will remain liable for significant transaction costs,
    including legal, accounting, financial advisory and other costs
    relating to the merger; 54




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
    under specified circumstances, we may have to pay a termination
    fee in the amount of $100 million to Flextronics;
    any operational investments that we may delay due to the pending
    transaction would need to be made, potentially on an accelerated
    timeframe, which could then prove costly and more difficult to
    implement; and
    the market price of our common stock may decline to the extent
    that the current market price reflects a belief by investors
    that the merger will be completed.    
    the attention of our management and employees may be diverted
    from day-to-day operations as the integration activities become
    more intense;
    our customers and suppliers may seek to modify or terminate
    existing agreements, or prospective customers may delay entering
    into new agreements or purchasing our products as a result of
    the announcement of the merger; and
    our ability to attract new employees and retain existing
    employees may be harmed by uncertainties associated with the
    prospective merger.    Item 6.
    Exhibits  INDEX TO
    EXHIBITS
  ExhibitNo

Exhibit Description3
.1*

Certificate of Incorporation of
    the Registrant, as amended3
.2**

Amended and Restated Bylaws of the
    Registrant10
.1

Employment Agreement dated
    April 17, 2007 by and between Registrant and Roop Kaylan
    Lakkaraju10
.2****

Manufacturing and Product Purchase
    Agreement dated as of March 9, 2007 by and among Cisco
    Systems International B.V., Solectron Corporation and certain
    signing affiliates10
.3***

Executive Retention Arrangement10
.4****

Inventory Purchase and Transfer
    Agreement dated as of March 11, 2007 by and between Cisco
    Systems International B.V. and Solectron Corporation31
.1

Certification of Chief Executive
    Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
    200231
.2

Certification of Chief Financial
    Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
    200232
.1

Certification of Chief Executive
    Officer Pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    *
    
    Incorporated by reference from Exhibit 3.1 filed with
    Registrants
    Form 10-Q
    for the quarter ended February 28, 2001, Exhibit 3.1
    filed with Registrants
    Form 10-Q
    for the quarter ended February 25, 2000, and
    Exhibit 3.1 filed with Registrants
    Form 10-Q
    for the quarter ended February 26, 1999.**
    
    Incorporated by reference from Exhibit 3.2 filed with
    Registrants
    Form 10-Q
    for the quarter ended November 28, 2003.***
    
    Incorporated by reference from Registrants Report on
    Form 8-K
    filed on March 2, 2007.****
    
    Pursuant to a request for confidential treatment, portions of
    this Exhibit have been redacted from the publicly filed document
    and have been furnished separately to the Securities and
    Exchange Commission as required by
    Rule 24b-2
    under the Securities Exchange Act of 1934. 55




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##### Table of Contents



SOLECTRON
    CORPORATION
 SIGNATURES     (Registrant)
  By:
    /s/  ROOP
    LAKKARAJU       By:
    /s/  WARREN
    J. LIGAN   
   56




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo

Exhibit Description3
.1*

Certificate of Incorporation of
    the Registrant, as amended3
.2**

Amended and Restated Bylaws of the
    Registrant10
.1

Employment Agreement dated
    April 17, 2007 by and between Registrant and Roop Kaylan
    Lakkaraju10
.2****

Manufacturing and Product Purchase
    Agreement dated as of March 9, 2007 by and among Cisco
    Systems International B.V., Solectron Corporation and certain
    signing affiliates10
.3***

Executive Retention Arrangement10
.4****

Inventory Purchase and Transfer
    Agreement dated as of March 11, 2007 by and between Cisco
    Systems International B.V. and Solectron Corporation31
.1

Certification of Chief Executive
    Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
    200231
.2

Certification of Chief Financial
    Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
    200232
.1

Certification of Chief Executive
    Officer Pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Incorporated by reference from Exhibit 3.1 filed with
    Registrants
    Form 10-Q
    for the quarter ended February 28, 2001, Exhibit 3.1
    filed with Registrants
    Form 10-Q
    for the quarter ended February 25, 2000, and
    Exhibit 3.1 filed with Registrants
    Form 10-Q
    for the quarter ended February 26, 1999.**
    
    Incorporated by reference from Exhibit 3.2 filed with
    Registrants
    Form 10-Q
    for the quarter ended November 28, 2003.***
    
    Incorporated by reference from Registrants Report on
    Form 8-K
    filed on March 2, 2007.****
    
    Pursuant to a request for confidential treatment, portions of
    this Exhibit have been redacted from the publicly filed document
    and have been furnished separately to the Securities and
    Exchange Commission as required by
    Rule 24b-2
    under the Securities Exchange Act of 1934. 57