SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

SOLECTRON CORPORATION
(Name of Subject Company (Issuer) and Filing Person (as Offeror))

2 3/4% Liquid Yield Option Notes due 2020
(Zero Coupon-Senior)
(Title of Class of Securities)

834182-AK-3
(Cusip Numbers of Class of Securities)

Kiran Patel
Executive Vice President and Chief Financial Officer
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500

(Name, Address, and Telephone Number
of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))

Copies to:
Steven E. Bochner, Esq.
John A. Fore, Esq.
Daniel J. Weiser, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee
	N/A		N/A

* Set forth the amount on which the filing fee is calculated and state how it was determined.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable	Filing party:	Not applicable.
Form or Registration No.:	Not applicable	Date Filed:	Not applicable.

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1

issuer tender offer subject to Rule 13e-4

going private transaction subject to Rule 13e-3

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:

TABLE OF CONTENTS

EXHIBIT (A)(5)(A)

EXHIBIT (A)(5)(B)

ITEMS 1-11.

Not Applicable.

ITEM 12. EXHIBITS.

(a)(5)(A)	Press release regarding issuer tender offer issued by Solectron Corporation on June 20, 2002.
(a)(5)(B)	Press release regarding fiscal third quarter results and outlook for fiscal fourth quarter, issued June 20, 2002.

EXHIBIT INDEX

Exhibit
Number	Description
(a)(5)(A)	Press release regarding issuer tender offer issued by Solectron Corporation on June 20, 2002.
(a)(5)(B)	Press release regarding fiscal third quarter results and outlook for fiscal fourth quarter, issued June 20, 2002.

EX-99.(A)(5)(A) 3 f82484toexv99wxayx5yxay.txt EXHIBIT (A)(5)(A) EXHIBIT (A)(5)(A) SOLECTRON ANNOUNCES MODIFIED DUTCH AUCTION TENDER OFFER FOR PORTION OF ITS 2.75 PERCENT LYONS For Immediate Release: June 20, 2002 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), a leading provider of electronics manufacturing and supply-chain management services, today said its board of directors has authorized the company to purchase up to $1.5 billion principal amount at maturity of its 2.75 percent Liquid Yield Option(TM) Notes due 2020 issued in May 2000 (the 2.75 percent LYONs), under a Modified Dutch Auction tender offer. The tender offer will commence Friday, June 21, 2002, and will expire at midnight EDT on Friday, July 19, 2002, unless extended. Tendered 2.75 percent LYONs may be withdrawn at any time prior to the expiration date. Solectron is offering to purchase the 2.75 percent LYONs for cash at a price ranging from $580 to $600 per $1,000 principal amount at maturity, up to the offer amount of $1.5 billion principal amount at maturity, or approximately 64 percent of the outstanding principal amount at maturity of 2.75 percent LYONs. Solectron expects to fund the tender offer with about $900 million of its cash on hand. At May 31, 2002, Solectron had approximately $3.2 billion in cash, cash equivalents and short-term investments, including $425 million of restricted cash. The purpose of the tender offer is to reduce Solectron's debt and to effectively extend the average maturity of its debt. Under the Modified Dutch Auction procedure, the price at which the 2.75 percent LYONs are purchased and the number of 2.75 percent LYONs purchased will depend on the prices at which tendering holders specify they are willing to sell their 2.75 percent LYONs and the total number of 2.75 percent LYONs tendered. Solectron will determine a final purchase price that is the lowest price in the price range enabling it to purchase up to the offer amount from all validly tendered 2.75 percent LYONs. Solectron will pay the same final purchase price for all 2.75 percent LYONs purchased in the tender offer. If the amount of validly tendered 2.75 percent LYONs exceeds $1.5 billion principal amount at maturity, Solectron will accept for payment at the final purchase price all 2.75 percent LYONs validly tendered at or below the final purchase price on a prorated basis. 2.75 percent LYONs tendered at prices above the final purchase price or otherwise not purchased will be returned to tendering holders. The terms and conditions of the tender offer will appear in Solectron's Offer to Purchase, which will be dated June 21, 2002, and the related Letter of Transmittal. Copies of these and other related documents will be mailed to all holders of the 2.75 percent LYONs. Subject to applicable law, Solectron may, in its sole discretion, waive any condition applicable to the tender offer and may extend or otherwise amend the tender offer. The tender offer is not conditioned on a minimum amount of 2.75 percent LYONs being tendered. The consummation of the tender offer for the 2.75 percent LYONs is subject to certain conditions described in the Offer to Purchase. Morgan Stanley & Co. Incorporated is acting as dealer manager for the tender offer, Georgeson Shareholder Communications, Inc. is the information agent, and U.S. Bank N.A. is the depositary. Copies of the Offer to Purchase, Letter of Transmittal and related documents may be obtained at no charge from the information agent at (866) 431-8992 or from the SEC's Web site at www.sec.gov. Additional information concerning the terms of the tender offer, including all questions relating to the mechanics of the tender offer, may be obtained by contacting the information agent at (866) 431-8922 or Morgan Stanley at (212) 761-5722 (collect) or (800) 223-2440 ext. 1-5722 (domestic toll free). This news release is not an offer to purchase, or a solicitation of an offer to sell securities with respect to any 2.75 percent LYONs. The tender offer may only be made pursuant to the Offer to Purchase and the accompanying Letter of Transmittal. Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc. ABOUT SOLECTRON Solectron (www.solectron.com) provides a full range of global manufacturing and supply-chain management services to the world's premier high-tech electronics companies. Solectron's offerings include new-product design and introduction services, materials management, high-tech product manufacturing, and product warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige National Quality Award. SAFE HARBOR This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. In particular, Solectron's completion of the tender offer and the terms of the tender offer are subject to various risks, including prevailing conditions in the public capital markets. There can be no assurance that the tender offer will be successfully completed. Other potential risks that could cause actual events to differ materially are included in Solectron's filings with the Securities and Exchange Commission, including Forms 8-K, 10-K and 10-Q. Solectron disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ### Analysts Contact: Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.), thomasalsborg@ca.slr.com Media Contact: Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.), kevinwhalen@ca.slr.com EX-99.(A)(5)(B) 4 f82484toexv99wxayx5yxby.txt EXHIBIT (A)(5)(B) EXHIBIT (a)(5)(B) SOLECTRON REPORTS THIRD-QUARTER SALES, EARNINGS IN LINE WITH GUIDANCE For Immediate Release: June 20, 2002 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), a leading provider of electronics manufacturing and supply-chain management services, today reported third-quarter sales of $3 billion and a loss of 4 cents per diluted share, excluding a loss of 31 cents from restructuring and impairment charges and extraordinary gains. Results were within the range of the company's guidance of $2.7 billion to $3.1 billion in sales and, a 6- to 4-cent loss per diluted share, excluding restructuring and impairment charges and extraordinary gains. In the quarter ended May 31, Solectron reported a net loss of $284 million, or 35 cents per diluted share. In the same period last year, Solectron had sales of $4 billion and a net loss of $186 million, or 28 cents per diluted share. Third-quarter results included pre-tax restructuring and impairment charges of $313 million in fiscal 2002 and $285 million in fiscal 2001, and after-tax extraordinary gains of $2.6 million in fiscal 2002. "In the face of weak end-market conditions, we are taking the right actions for our business," said Koichi Nishimura, Solectron chairman, president and chief executive officer. "We continued to improve key performance metrics, including working capital and gross margins, and to strengthen our balance sheet. Once again, we ended the quarter with a strong cash position, and we continue to win business from current and new customers. "We are also making significant progress executing our long-term strategy. We are steadily implementing our restructuring program, which will help us meet short- and long-term needs. We have the model for success, and we are confident in our future to provide tailored, complete supply-chain solutions that make our customers more competitive." - more - - 2 - In the quarter, Solectron gained new business from several companies, including Alcatel, Apple, Handspring, IBM and Maytag. The company also began producing optical networking equipment under a primary supplier agreement with Lucent Technologies, and providing manufacturing services for NEC Corporation's server, workstation and storage products in Japan. Separately today, Solectron said it plans to reduce its debt in the fourth quarter through a tender offer to purchase approximately $1.5 billion principal amount at maturity of its 2.75 percent Liquid Yield Option(TM) Notes with approximately $900 million of cash on hand. FOURTH-QUARTER GUIDANCE The company today established its guidance for the fiscal fourth quarter, which ends Aug. 31. Solectron expects sales to range from $2.8 billion to $3.1 billion. Excluding restructuring and impairment charges and extraordinary items, the company expects a loss ranging from 5 to 3 cents per diluted share. NINE-MONTH SUMMARY For the first nine months of fiscal 2002, Solectron reported sales of $9 billion, compared with $15 billion in the year-earlier period. The company reported a net loss of $463 million, or 60 cents per diluted share, compared with net income of $127 million, or 19 cents per diluted share, in the same period last year. Excluding pre-tax restructuring and impairment charges of $561 million, and after-tax extraordinary gains of $31.7 million, Solectron had a loss of $60 million, or 8 cents per diluted share, in the first nine months of fiscal 2002. WEBCAST TO BE HELD TODAY At 4:30 p.m. EDT today, Solectron will hold a conference call to discuss this earnings report. A live Internet broadcast of the conference call can be joined by going to http://www.videonewswire.com/event.asp?id=5765. Following the live broadcast, replays of the call will be available at www.solectron.com. - more - - 3 - In addition, audio replays of the call will be available immediately following the call through June 27. Call (800) 871-1329 from within the United States or (402) 280-9913 from outside the United States and specify password "Solectron IR." SAFE HARBOR This news release contains forward-looking statements regarding our outlook for the future, including our financial outlook for the fourth quarter, and our new business wins. Our statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include the length and severity of the current economic downturn overall and in the telecommunications and other electronics technology sectors; our ability to manage customer demand through the downturn; the ability to effectively integrate recent acquisitions; the ability to effectively implement restructuring plans; the risk of price fluctuation; reliance on major customers; fluctuations in operating results; changes in technology; competition; risks associated with international sales and operations; interest rate risk; environmental regulations; market risk; segment risk; the ability to retain key personnel; and intellectual property rights enforcement. There can be no assurance that the tender offer will be completed, and completion of the tender offer is subject to risks, including prevailing conditions in the public capital markets. For a further list and description of risks and uncertainties, see the reports filed by Solectron with the Securities and Exchange Commission, specifically forms 8-K, 10-Q, S-3, S-4 and 10-K. Solectron disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. - more - - 4 - EARNINGS RELEASE DATES Solectron plans to announce fiscal 2002 fourth-quarter and year-end results Monday, Sept. 23; fiscal 2003 first-quarter results Thursday, Dec. 19; second-quarter results Thursday, March, 20; third-quarter results Thursday, June, 19; and fourth-quarter and fiscal year-end results Monday, Sept. 22. Supplemental information, consolidated statements of income and consolidated balance sheets follow. All monetary amounts are stated in U.S. dollars. ABOUT SOLECTRON Solectron (www.solectron.com) provides a full range of global manufacturing and supply-chain management services to the world's premier high-tech electronics companies. Solectron's offerings include new-product design and introduction services, materials management, high-tech product manufacturing, and product warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige National Quality Award. - more - - 5 - SELECTED FINANCIAL DATA ANALYTICAL DATA (Dollars in millions)

Q3 - FY02 Q2 - FY02 Q3 - FY01 --------- --------- --------- NET SALES $3,032.8 $2,974.6 $3,983.4 SALES BY BUSINESS UNIT Technology Solutions business unit $ 257.8 $ 187.4 $ 227.2 Global Operations business unit $2,447.5 $2,462.9 $3,671.8 Printed circuit board assembly 60.9% 62.1% 74.9% Systems 39.1% 37.9% 25.1% Global Services business unit $ 221.4 $ 223.1 $ 84.4 MicroSystems business unit $ 106.1 $ 101.2 -- SALES % BY MARKET SEGMENT Networking Equipment 27.3 26.5 20.6 Mobile Communications 9.5 9.9 12.9 Telecommunications 18.7 20.8 22.9 PCs/Notebooks 16.4 17.8 17.2 Computer Peripherals 5.8 4.8 5.3 Mainframe & Servers 5.6 5.0 4.2 Workstations 4.8 4.0 5.7 High-End Consumer Products 3.0 3.0 1.4 Semiconductor & Test 1.6 1.1 2.2 Other 7.3 7.1 7.6

ASSET MANAGEMENT METRICS

Q3 - FY02 Q2 - FY02 --------- --------- INVENTORY TURNS 5.1 4.4 DAYS SALES OUTSTANDING 63 64

EARNINGS PER SHARE SUMMARY

Q3 - FY02 Q2 - FY02 Q3 - FY01 --------- --------- --------- DILUTED EPS(1) $ (0.35) $ (0.15) $ (0.28) DILUTED EPS BEFORE ACQUISITION, RESTRUCTURING AND IMPAIRMENT CHARGES & EXTRAORDINARY GAINS $ (0.04) $ (0.03) $ 0.01

(1) EARNINGS PER DILUTED SHARE/DILUTED EPS is the per-diluted-share calculation of net income (loss) as defined under GAAP. - more - - 6 - SELECTED NON-CASH EXPENSES (Dollars in millions)

NET OF TAX Q3 - FY02 Q2 - FY02 Q3 - FY01 ---------- --------- --------- --------- ACQUISITION, RESTRUCTURING AND IMPAIRMENT COSTS $ 254.5 $ 128.6 $ 190.5 EXTRAORDINARY GAINS $ (2.6) $ (31.1) -- GOODWILL AMORTIZATION -- -- $ 47.2 OTHER INTANGIBLE ASSET AMORTIZATION $ 8.4 $ 14.9 $ 15.2 NON-CASH INTEREST EXPENSE $ 22.2 $ 21.9 $ 23.6 TOTAL $ 282.5 $ 134.3 $ 276.5

SELECTED FINANCIAL DATA (Dollars in millions)

PRE-TAX Q3 - FY02 Q2 - FY02 - ------- --------- --------- CAPITAL SPENDING $ 71.4 $ 54.9 DEPRECIATION EXPENSE $ 78.8 $ 85.0 OTHER INTANGIBLE ASSET AMORTIZATION $ 11.8 $ 21.3 NON-CASH INTEREST EXPENSE $ 35.2 $ 34.8

10 PERCENT CUSTOMERS The following customers represented at least 10 percent of sales during the quarter.

Q3 - FY02 Q2 - FY02 --------- --------- NORTEL NETWORKS 13.3% 15.9% CISCO SYSTEMS 10.8% 10.9%

Consolidated statements of income and balance sheets. ### Analysts Contact: Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.), thomasalsborg@ca.slr.com Media Contact: Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.), kevinwhalen@ca.slr.com SOLECTRON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (US$ in millions)

MAY 31, AUGUST 31, 2002 2001 ---------- ---------- ASSETS Current assets: Cash, cash equivalents and short-term investments * $ 3,232.3 $ 2,790.1 Accounts receivable, net 2,016.7 2,443.6 Inventories 2,098.7 3,209.9 Prepaid expenses and other current assets 706.4 260.5 ---------- ---------- Total current assets 8,054.1 8,704.1 Net property and equipment 1,439.6 1,304.7 Goodwill 4,506.1 1,987.2 Other assets 878.6 934.4 ---------- ---------- Total assets $ 14,878.4 $ 12,930.4 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt $ 1,650.2 $ 306.2 Accounts payable 1,552.5 1,786.1 Accrued employee compensation 213.2 166.5 Accrued expenses 593.8 363.7 Other current liabilities 119.3 66.8 ---------- ---------- Total current liabilities 4,129.0 2,689.3 Long-term debt 3,250.8 5,027.5 Other long-term liabilities 95.8 62.9 ---------- ---------- Total liabilities 7,475.6 7,779.7 ---------- ---------- Stockholders' equity: Common stock 0.8 0.7 Additional paid-in capital 6,625.4 3,877.6 Retained earnings 1,068.7 1,531.6 Accumulated other comprehensive losses (292.1) (259.2) ---------- ---------- Total stockholders' equity 7,402.8 5,150.7 ---------- ---------- Total liabilities and stockholders' equity $ 14,878.4 $ 12,930.4 ========== ==========

*This caption includes $425.7 million of restricted balances for May 31, 2002. SOLECTRON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (US$ in millions, except per share data)

THREE MONTHS ENDED NINE MONTHS ENDED ----------------------------- -----------=----------------- May 31, June 1, May 31, June 1, 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Net sales $ 3,032.8 $ 3,983.4 $ 9,159.6 $ 15,097.4 Cost of sales 2,821.6 3,677.7 8,546.6 13,818.8 ---------- ---------- ---------- ---------- Gross profit 211.2 305.7 613.0 1,278.6 Operating expenses: Selling, general and administrative 225.1 203.1 602.8 580.8 Research and development 20.4 19.5 54.1 55.8 Goodwill amortization expense -- 52.3 -- 87.8 Acquisition, restructuring and impairment costs 313.4 285.3 561.0 339.8 ---------- ---------- ---------- ---------- Operating income (loss) (347.7) (254.5) (604.9) 214.4 Interest income 14.0 22.7 55.3 95.9 Interest expense (72.2) (48.2) (177.4) (128.0) ---------- ---------- ---------- ---------- Income (loss) before income taxes & extraordinary gain (405.9) (280.0) (727.0) 182.3 Income taxes (118.9) (94.3) (232.4) 55.5 ---------- ---------- ---------- ---------- Income (loss) before extraordinary gain (287.0) (185.7) (494.6) 126.8 Extraordinary gain, net of income tax 2.6 -- 31.7 -- ---------- ---------- ---------- ---------- Net Income (loss) $ (284.4) $ (185.7) $ (462.9) $ 126.8 ========== ========== ========== ========== Basic net income (loss) per share: Income (loss) before extraordinary gain $ (0.35) $ (0.28) $ (0.64) $ 0.20 Extraordinary gain, net of income tax -- -- 0.04 -- ---------- ---------- ---------- ---------- Net Income (loss) per share $ (0.35) $ (0.28) $ (0.60) $ 0.20 ========== ========== ========== ========== Diluted net income (loss) per share: Income (loss) before extraordinary gain $ (0.35) $ (0.28) $ (0.64) $ 0.19 Extraordinary gain, net of income tax -- -- 0.04 -- ---------- ---------- ---------- ---------- Net income (loss) per share $ (0.35) $ (0.28) $ (0.60) $ 0.19 ========== ========== ========== ========== Weighted average number of shares: Basic 823.2 654.1 768.4 636.9 Diluted 823.2 654.1 768.4 653.1

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EX-99.(A)(5)(A)

                                                        EXHIBIT (A)(5)(A)

                   SOLECTRON ANNOUNCES MODIFIED DUTCH AUCTION
               TENDER OFFER FOR PORTION OF ITS 2.75 PERCENT LYONS



For Immediate Release: June 20, 2002


MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services, today said its
board of directors has authorized the company to purchase up to $1.5 billion
principal amount at maturity of its 2.75 percent Liquid Yield Option(TM) Notes
due 2020 issued in May 2000 (the 2.75 percent LYONs), under a Modified Dutch
Auction tender offer. The tender offer will commence Friday, June 21, 2002, and
will expire at midnight EDT on Friday, July 19, 2002, unless extended. Tendered
2.75 percent LYONs may be withdrawn at any time prior to the expiration date.

Solectron is offering to purchase the 2.75 percent LYONs for cash at a price
ranging from $580 to $600 per $1,000 principal amount at maturity, up to the
offer amount of $1.5 billion principal amount at maturity, or approximately
64 percent of the outstanding principal amount at maturity of 2.75 percent
LYONs. Solectron expects to fund the tender offer with about $900 million of its
cash on hand. At May 31, 2002, Solectron had approximately $3.2 billion in cash,
cash equivalents and short-term investments, including $425 million of
restricted cash. The purpose of the tender offer is to reduce Solectron's debt
and to effectively extend the average maturity of its debt.

Under the Modified Dutch Auction procedure, the price at which the 2.75 percent
LYONs are purchased and the number of 2.75 percent LYONs purchased will depend
on the prices at which tendering holders specify they are willing to sell their
2.75 percent LYONs and the total number of 2.75 percent LYONs tendered.
Solectron will determine a final purchase price that is the lowest price in the
price range enabling it to purchase up to the offer amount from all validly
tendered





2.75 percent LYONs. Solectron will pay the same final purchase price for all
2.75 percent LYONs purchased in the tender offer.

If the amount of validly tendered 2.75 percent LYONs exceeds $1.5 billion
principal amount at maturity, Solectron will accept for payment at the final
purchase price all 2.75 percent LYONs validly tendered at or below the final
purchase price on a prorated basis. 2.75 percent LYONs tendered at prices above
the final purchase price or otherwise not purchased will be returned to
tendering holders.

The terms and conditions of the tender offer will appear in Solectron's Offer to
Purchase, which will be dated June 21, 2002, and the related Letter of
Transmittal. Copies of these and other related documents will be mailed to all
holders of the 2.75 percent LYONs. Subject to applicable law, Solectron may, in
its sole discretion, waive any condition applicable to the tender offer and may
extend or otherwise amend the tender offer. The tender offer is not conditioned
on a minimum amount of 2.75 percent LYONs being tendered. The consummation of
the tender offer for the 2.75 percent LYONs is subject to certain conditions
described in the Offer to Purchase.

Morgan Stanley & Co. Incorporated is acting as dealer manager for the tender
offer, Georgeson Shareholder Communications, Inc. is the information agent, and
U.S. Bank N.A. is the depositary. Copies of the Offer to Purchase, Letter of
Transmittal and related documents may be obtained at no charge from the
information agent at (866) 431-8992 or from the SEC's Web site at www.sec.gov.
Additional information concerning the terms of the tender offer, including all
questions relating to the mechanics of the tender offer, may be obtained by
contacting the information agent at (866) 431-8922 or Morgan Stanley at (212)
761-5722 (collect) or (800) 223-2440 ext. 1-5722 (domestic toll free).

This news release is not an offer to purchase, or a solicitation of an offer to
sell securities with respect to any 2.75 percent LYONs. The tender offer may
only be made pursuant to the Offer to Purchase and the accompanying Letter of
Transmittal.


Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.





ABOUT SOLECTRON

Solectron (www.solectron.com) provides a full range of global manufacturing and
supply-chain management services to the world's premier high-tech electronics
companies. Solectron's offerings include new-product design and introduction
services, materials management, high-tech product manufacturing, and product
warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the
first two-time winner of the Malcolm Baldrige National Quality Award.

SAFE HARBOR

This release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve a number of risks and
uncertainties. In particular, Solectron's completion of the tender offer and the
terms of the tender offer are subject to various risks, including prevailing
conditions in the public capital markets. There can be no assurance that the
tender offer will be successfully completed. Other potential risks that could
cause actual events to differ materially are included in Solectron's filings
with the Securities and Exchange Commission, including Forms 8-K, 10-K and 10-Q.
Solectron disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                       ###

Analysts Contact:
Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.),
thomasalsborg@ca.slr.com

Media Contact:
Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.),
kevinwhalen@ca.slr.com

EX-99.(A)(5)(B)

                                                               EXHIBIT (a)(5)(B)

                SOLECTRON REPORTS THIRD-QUARTER SALES, EARNINGS
                              IN LINE WITH GUIDANCE

For Immediate Release: June 20, 2002

MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services, today reported
third-quarter sales of $3 billion and a loss of 4 cents per diluted share,
excluding a loss of 31 cents from restructuring and impairment charges and
extraordinary gains. Results were within the range of the company's guidance of
$2.7 billion to $3.1 billion in sales and, a 6- to 4-cent loss per diluted
share, excluding restructuring and impairment charges and extraordinary gains.

In the quarter ended May 31, Solectron reported a net loss of $284 million, or
35 cents per diluted share. In the same period last year, Solectron had sales of
$4 billion and a net loss of $186 million, or 28 cents per diluted share.
Third-quarter results included pre-tax restructuring and impairment charges of
$313 million in fiscal 2002 and $285 million in fiscal 2001, and after-tax
extraordinary gains of $2.6 million in fiscal 2002.

"In the face of weak end-market conditions, we are taking the right actions for
our business," said Koichi Nishimura, Solectron chairman, president and chief
executive officer. "We continued to improve key performance metrics, including
working capital and gross margins, and to strengthen our balance sheet. Once
again, we ended the quarter with a strong cash position, and we continue to win
business from current and new customers.

"We are also making significant progress executing our long-term strategy. We
are steadily implementing our restructuring program, which will help us meet
short- and long-term needs. We have the model for success, and we are confident
in our future to provide tailored, complete supply-chain solutions that make our
customers more competitive."

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                                      - 2 -



In the quarter, Solectron gained new business from several companies, including
Alcatel, Apple, Handspring, IBM and Maytag. The company also began producing
optical networking equipment under a primary supplier agreement with Lucent
Technologies, and providing manufacturing services for NEC Corporation's server,
workstation and storage products in Japan.

Separately today, Solectron said it plans to reduce its debt in the fourth
quarter through a tender offer to purchase approximately $1.5 billion principal
amount at maturity of its 2.75 percent Liquid Yield Option(TM) Notes with
approximately $900 million of cash on hand.

FOURTH-QUARTER GUIDANCE

The company today established its guidance for the fiscal fourth quarter, which
ends Aug. 31. Solectron expects sales to range from $2.8 billion to $3.1
billion. Excluding restructuring and impairment charges and extraordinary items,
the company expects a loss ranging from 5 to 3 cents per diluted share.

NINE-MONTH SUMMARY

For the first nine months of fiscal 2002, Solectron reported sales of $9
billion, compared with $15 billion in the year-earlier period. The company
reported a net loss of $463 million, or 60 cents per diluted share, compared
with net income of $127 million, or 19 cents per diluted share, in the same
period last year. Excluding pre-tax restructuring and impairment charges of $561
million, and after-tax extraordinary gains of $31.7 million, Solectron had a
loss of $60 million, or 8 cents per diluted share, in the first nine months of
fiscal 2002.

WEBCAST TO BE HELD TODAY

At 4:30 p.m. EDT today, Solectron will hold a conference call to discuss this
earnings report. A live Internet broadcast of the conference call can be joined
by going to http://www.videonewswire.com/event.asp?id=5765. Following the live
broadcast, replays of the call will be available at www.solectron.com.

                                    - more -

                                      - 3 -



In addition, audio replays of the call will be available immediately following
the call through June 27. Call (800) 871-1329 from within the United States or
(402) 280-9913 from outside the United States and specify password "Solectron
IR."

SAFE HARBOR

This news release contains forward-looking statements regarding our outlook for
the future, including our financial outlook for the fourth quarter, and our new
business wins. Our statements are based on current expectations, forecasts and
assumptions involving risks and uncertainties that could cause actual outcomes
and results to differ materially. These risks and uncertainties include the
length and severity of the current economic downturn overall and in the
telecommunications and other electronics technology sectors; our ability to
manage customer demand through the downturn; the ability to effectively
integrate recent acquisitions; the ability to effectively implement
restructuring plans; the risk of price fluctuation; reliance on major customers;
fluctuations in operating results; changes in technology; competition; risks
associated with international sales and operations; interest rate risk;
environmental regulations; market risk; segment risk; the ability to retain key
personnel; and intellectual property rights enforcement. There can be no
assurance that the tender offer will be completed, and completion of the tender
offer is subject to risks, including prevailing conditions in the public capital
markets. For a further list and description of risks and uncertainties, see the
reports filed by Solectron with the Securities and Exchange Commission,
specifically forms 8-K, 10-Q, S-3, S-4 and 10-K. Solectron disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                    - more -

                                      - 4 -



EARNINGS RELEASE DATES

Solectron plans to announce fiscal 2002 fourth-quarter and year-end results
Monday, Sept. 23; fiscal 2003 first-quarter results Thursday, Dec. 19;
second-quarter results Thursday, March, 20; third-quarter results Thursday,
June, 19; and fourth-quarter and fiscal year-end results Monday, Sept. 22.

Supplemental information, consolidated statements of income and consolidated
balance sheets follow. All monetary amounts are stated in U.S. dollars.

ABOUT SOLECTRON

Solectron (www.solectron.com) provides a full range of global manufacturing and
supply-chain management services to the world's premier high-tech electronics
companies. Solectron's offerings include new-product design and introduction
services, materials management, high-tech product manufacturing, and product
warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the
first two-time winner of the Malcolm Baldrige National Quality Award.

                                    - more -

                                      - 5 -



SELECTED FINANCIAL DATA

                                 ANALYTICAL DATA
                              (Dollars in millions)



                                                 Q3 - FY02            Q2 - FY02            Q3 - FY01
                                                 ---------            ---------            ---------
                                                                                  
NET SALES                                        $3,032.8             $2,974.6             $3,983.4
SALES BY BUSINESS UNIT
   Technology Solutions business unit            $  257.8             $  187.4             $  227.2
   Global Operations business unit               $2,447.5             $2,462.9             $3,671.8
      Printed circuit board assembly                 60.9%                62.1%                74.9%
      Systems                                        39.1%                37.9%                25.1%
   Global Services business unit                 $  221.4             $  223.1             $   84.4
   MicroSystems business unit                    $  106.1             $  101.2                   --

SALES % BY MARKET SEGMENT
   Networking Equipment                              27.3                 26.5                 20.6
   Mobile Communications                              9.5                  9.9                 12.9
   Telecommunications                                18.7                 20.8                 22.9
   PCs/Notebooks                                     16.4                 17.8                 17.2
   Computer Peripherals                               5.8                  4.8                  5.3
   Mainframe & Servers                                5.6                  5.0                  4.2
   Workstations                                       4.8                  4.0                  5.7
   High-End Consumer Products                         3.0                  3.0                  1.4
   Semiconductor & Test                               1.6                  1.1                  2.2
   Other                                              7.3                  7.1                  7.6


                            ASSET MANAGEMENT METRICS



                                    Q3 - FY02           Q2 - FY02
                                    ---------           ---------
                                                  
INVENTORY TURNS                        5.1                 4.4
DAYS SALES OUTSTANDING                  63                  64


                           EARNINGS PER SHARE SUMMARY



                                            Q3 - FY02            Q2 - FY02            Q3 - FY01
                                            ---------            ---------            ---------
                                                                             
DILUTED EPS(1)                              $  (0.35)            $  (0.15)            $  (0.28)
DILUTED EPS BEFORE ACQUISITION,
   RESTRUCTURING AND IMPAIRMENT
   CHARGES & EXTRAORDINARY GAINS            $  (0.04)            $  (0.03)            $   0.01


(1) EARNINGS PER DILUTED SHARE/DILUTED EPS is the per-diluted-share calculation
of net income (loss) as defined under GAAP.

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                                      - 6 -



                           SELECTED NON-CASH EXPENSES
                              (Dollars in millions)



 NET OF TAX                                    Q3 - FY02            Q2 - FY02            Q3 - FY01
 ----------                                    ---------            ---------            ---------
                                                                                
 ACQUISITION, RESTRUCTURING AND
   IMPAIRMENT COSTS                            $  254.5             $  128.6             $  190.5
EXTRAORDINARY GAINS                            $   (2.6)            $  (31.1)                  --
GOODWILL AMORTIZATION                                --                   --             $   47.2
OTHER INTANGIBLE ASSET AMORTIZATION            $    8.4             $   14.9             $   15.2
NON-CASH INTEREST EXPENSE                      $   22.2             $   21.9             $   23.6
      TOTAL                                    $  282.5             $  134.3             $  276.5


                             SELECTED FINANCIAL DATA
                              (Dollars in millions)



PRE-TAX                                        Q3 - FY02           Q2 - FY02
- -------                                        ---------           ---------
                                                             
CAPITAL SPENDING                               $   71.4            $   54.9
DEPRECIATION EXPENSE                           $   78.8            $   85.0
OTHER INTANGIBLE ASSET AMORTIZATION            $   11.8            $   21.3
NON-CASH INTEREST EXPENSE                      $   35.2            $   34.8


                              10 PERCENT CUSTOMERS
                  The following customers represented at least
                    10 percent of sales during the quarter.



                              Q3 - FY02           Q2 - FY02
                              ---------           ---------
                                            
NORTEL NETWORKS                13.3%                15.9%
CISCO SYSTEMS                  10.8%                10.9%


Consolidated statements of income and balance sheets.

                                       ###

Analysts Contact:
Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.),
thomasalsborg@ca.slr.com

Media Contact:
Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.),
kevinwhalen@ca.slr.com

                     SOLECTRON CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                (US$ in millions)



                                                                      MAY 31,                AUGUST 31,
                                                                       2002                     2001
                                                                    ----------               ----------
                                                                                       
ASSETS
Current assets:
   Cash, cash equivalents and short-term investments *              $  3,232.3               $  2,790.1
   Accounts receivable, net                                            2,016.7                  2,443.6
   Inventories                                                         2,098.7                  3,209.9
   Prepaid expenses and other current assets                             706.4                    260.5
                                                                    ----------               ----------
     Total current assets                                              8,054.1                  8,704.1
Net property and equipment                                             1,439.6                  1,304.7
Goodwill                                                               4,506.1                  1,987.2
Other assets                                                             878.6                    934.4
                                                                    ----------               ----------
          Total assets                                              $ 14,878.4               $ 12,930.4
                                                                    ==========               ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

   Short-term debt                                                  $  1,650.2               $    306.2
   Accounts payable                                                    1,552.5                  1,786.1
   Accrued employee compensation                                         213.2                    166.5
   Accrued expenses                                                      593.8                    363.7
   Other current liabilities                                             119.3                     66.8
                                                                    ----------               ----------
     Total current liabilities                                         4,129.0                  2,689.3
Long-term debt                                                         3,250.8                  5,027.5
Other long-term liabilities                                               95.8                     62.9
                                                                    ----------               ----------
          Total liabilities                                            7,475.6                  7,779.7
                                                                    ----------               ----------

Stockholders' equity:
   Common stock                                                            0.8                      0.7
   Additional paid-in capital                                          6,625.4                  3,877.6
   Retained earnings                                                   1,068.7                  1,531.6
   Accumulated other comprehensive losses                               (292.1)                  (259.2)
                                                                    ----------               ----------
     Total stockholders' equity                                        7,402.8                  5,150.7
                                                                    ----------               ----------
          Total liabilities and stockholders' equity                $ 14,878.4               $ 12,930.4
                                                                    ==========               ==========


*This caption includes $425.7 million of restricted balances for May 31, 2002.

                     SOLECTRON CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (US$ in millions, except per share data)



                                                                    THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                              -----------------------------         -----------=-----------------
                                                                May 31,            June 1,            May 31,            June 1,
                                                                 2002               2001               2002               2001
                                                              ----------         ----------         ----------         ----------

                                                                                                           
Net sales                                                     $  3,032.8         $  3,983.4         $  9,159.6         $ 15,097.4
Cost of sales                                                    2,821.6            3,677.7            8,546.6           13,818.8
                                                              ----------         ----------         ----------         ----------
  Gross profit                                                     211.2              305.7              613.0            1,278.6
Operating expenses:
  Selling, general and administrative                              225.1              203.1              602.8              580.8
  Research and development                                          20.4               19.5               54.1               55.8
  Goodwill amortization expense                                       --               52.3                 --               87.8
  Acquisition, restructuring and impairment costs                  313.4              285.3              561.0              339.8
                                                              ----------         ----------         ----------         ----------
Operating income (loss)                                           (347.7)            (254.5)            (604.9)             214.4
Interest income                                                     14.0               22.7               55.3               95.9
Interest expense                                                   (72.2)             (48.2)            (177.4)            (128.0)
                                                              ----------         ----------         ----------         ----------
Income (loss) before income taxes & extraordinary gain            (405.9)            (280.0)            (727.0)             182.3
Income taxes                                                      (118.9)             (94.3)            (232.4)              55.5
                                                              ----------         ----------         ----------         ----------
Income (loss) before extraordinary gain                           (287.0)            (185.7)            (494.6)             126.8

Extraordinary gain, net of income tax                                2.6                 --               31.7                 --

                                                              ----------         ----------         ----------         ----------
Net Income (loss)                                             $   (284.4)        $   (185.7)        $   (462.9)        $    126.8
                                                              ==========         ==========         ==========         ==========

Basic net income (loss) per share:

  Income (loss) before extraordinary gain                     $    (0.35)        $    (0.28)        $    (0.64)        $     0.20

Extraordinary gain, net of income tax                                 --                 --               0.04                 --
                                                              ----------         ----------         ----------         ----------
     Net Income (loss) per share                              $    (0.35)        $    (0.28)        $    (0.60)        $     0.20
                                                              ==========         ==========         ==========         ==========

Diluted net income (loss) per share:

   Income (loss) before extraordinary gain                    $    (0.35)        $    (0.28)        $    (0.64)        $     0.19

Extraordinary gain, net of income tax                                 --                 --               0.04                 --
                                                              ----------         ----------         ----------         ----------
    Net income (loss) per share                               $    (0.35)        $    (0.28)        $    (0.60)        $     0.19
                                                              ==========         ==========         ==========         ==========

Weighted average number of shares:

  Basic                                                            823.2              654.1              768.4              636.9
  Diluted                                                          823.2              654.1              768.4              653.1