SOLECTRON CORP
10-Q, 1995-04-07
PRINTED CIRCUIT BOARDS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
                                        
                                        
X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1995.

__  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO
_______________

                                               COMMISSION FILE NUMBER 2-33228-40
                                                                                
                              SOLECTRON CORPORATION
             (Exact Name of Registrant as specified in its Charter)
                                        
                                        
     California                               94-2447045
     (State or other jurisdiction            (IRS Employer Identification
     of Incorporation or Organization)        Number)


                 777 Gibraltar Drive, Milpitas, California 95035
              (Address of principal executive offices and Zip Code)
                                        
      Registrant's telephone number, including area code:   (408) 957-8500
                                        
                                        
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X       No   ___

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


At February 24, 1995, 41,505,889 shares of Common Stock of the Registrant were
outstanding.
<PAGE> 1
                              SOLECTRON CORPORATION
                                        
                               INDEX TO FORM 10-Q
                                        
                                        
                         PART I.  FINANCIAL INFORMATION
                                        
                                        
Item 1.        Financial Statements

               Consolidated Balance Sheets
               at February 28, 1995 and August 31, 1994..................... 3
 
               Consolidated Statements of Income
               for the Three Months and Six Months ended February 28, 1995 and
               1994........................................................  4
          
               Consolidated Statements of Cash Flows
               for the Six Months ended February 28, 1995 and
               1994........................................................  5
          
               Notes to Interim Consolidated Financial
               Statements..................................................  6
          
Item 2.        Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations.............................................. 7 - 10


                           PART II.  OTHER INFORMATION
                                        
                                        
Item 1.        Legal Proceedings........................................... 11

Item 2.        Changes in Securities........................................11

Item 3.        Defaults Upon Senior Securities..............................11

Item 4.        Submission of Matters to a Vote of Security Holders.... 11 - 12

Item 5.        Other Information.......................................     12

Item 6.        Exhibits and Reports on Form 8-K........................12 - 13

               Signatures.................................................. 14

<PAGE> 2                                        
                    SOLECTRON CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                               (In thousands)
                                        
                                      February 28,         August 31,
                                         1995                 1994    
                                      (Unaudited)
                                    
 ASSETS
                                        
 Current assets:
    Cash and cash equivalents        $    61,988         $    67,906
    Short-term investments                75,745              94,070
    Accounts receivable, net             217,818             188,794
    Inventories                          246,647             232,389
    Prepaid expenses and other 
    current assets                        15,838              18,977
                                         -------             -------
    Total current assets                 618,036             602,136
                                        
 Net property and equipment              155,014             147,822
 Other assets                             15,892              16,437
                                         -------             -------
    Total assets                     $   788,942         $   766,395
                                         =======             =======
                                        
 LIABILITIES AND SHAREHOLDERS' EQUITY
                                        
 Current liabilities:
    Short-term debt                  $     4,454         $        -
    Current portion of long-term debt
    and capital lease obligations          1,215               3,149
    Accounts payable                     222,159             241,930
    Accrued employee compensation         21,070              21,598
    Accrued expenses                      15,642              16,257
    Other current liabilities              4,126               9,999
                                         -------             -------
    Total current liabilities            268,666             292,933
                                        
 Long-term debt and capital 
 lease obligations                       145,285             140,709
 Other long-term liabilities               1,670               1,964
                                         -------             -------
    Total liabilities                    415,621             435,606
                                        
 Shareholders' equity:
    Common stock                         208,913             206,257
    Retained earnings                    163,023             126,795
    Cumulative translation adjustment      1,607              (2,263)
    Unrealized loss on investments          (222)                  -
                                         -------             ------- 
    Total shareholders' equity           373,321             330,789
                                         -------             -------
    Total liabilities and 
    shareholders' equity             $   788,942         $   766,395
                                         =======             =======
                                        
  See accompanying notes to interim consolidated financial statements
<PAGE>  3
                      SOLECTRON CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)
                                        
                                        
                                        
                                    Three Months Ended      Six Months Ended
                                        February 28,          February 28,
                                      1995       1994       1995       1994
                                      ----       ----       ----       ----

Net sales                          $ 471,266  $ 327,208  $ 977,944  $ 649,048
Cost of sales                        424,897    292,440    886,132    581,401
                                     -------    -------    -------    -------
   Gross profit                       46,369     34,768     91,812     67,647
                                        
Operating expenses:
   Selling, general & administrative  16,806     13,515     32,337     26,062
   Research & development              1,144        986      2,335      2,150
                                     -------    -------    -------    -------
    Operating income                  28,419     20,267     57,140     39,435
                                        
Interest income                        1,673      1,335      3,215      3,177
Interest expense                      (2,768)    (2,637)    (5,465)    (5,425)
                                     -------    -------    -------    -------
    Income before income taxes        27,324     18,965     54,890     37,187

Income taxes                           9,290      6,590     18,662     12,922
                                     -------    -------    -------    ------- 
    Net income                     $  18,034  $  12,375  $  36,228  $  24,265
                                     =======    =======    =======    ======= 
                                        
Net income per share:
    Primary                        $    0.43  $    0.29  $    0.86  $    0.58
                                     -------    -------    -------    -------
    Fully diluted                  $    0.38  $    0.27  $    0.76  $    0.52
                                     -------    -------    -------    -------
                                        
Shares used in computation:
    Primary                           42,218     42,316     42,237     42,166
                                     -------    -------    -------    -------
    Fully diluted                     51,767     51,979     51,786     51,969
                                     -------    -------    -------    -------   
                                        
See accompanying notes to interim consolidated financial statements
<PAGE>  4
                     SOLECTRON CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           ( In thousands, unaudited)
                                        
                                        
                                                               Six Months
                                                           Ended February 28,
                                                            1995        1994
                                                            ----        ----
Cash flows from operating activities:
  Net income                                            $  36,228   $  24,265
  Adjustments to reconcile net income to net cash 
    provided by operating activities:
    Depreciation and amortization                          27,430      21,878
    Interest accretion on zero-coupon subordinated notes    4,737       4,501
    Additions to allowance for doubtful accounts              307         469
    Other                                                    (274)        574
    Changes in operating assets and liabilities:
     Accounts receivable                                  (27,414)    (18,286)
     Inventories                                          (12,223)    (13,630)
     Prepaid expenses and other current assets              3,510      (4,541)
     Accounts payable                                     (22,935)     (9,340)
     Accrued expenses and other current liabilities        (7,866)      7,105
                                                          -------     -------
     Net cash provided by operating activities              1,500      12,995
                                                          -------     -------
Cash flows from investing activities:
     Purchases of short-term investments                  (43,022)   (202,285)
     Sales of short-term investments                       61,219     234,761
     Purchase of facilities, equipment and other assets         -     (14,383)
     Capital expenditures                                 (32,161)    (32,304)
                                                          -------     -------
     Net cash used in investing activities                (13,964)    (14,211)
                                                          -------     -------
                                        
Cash flows from financing activities:
     Proceeds from short-term debt                          4,454           -
     Repayments of long-term debt and capital lease
     obligations                                           (2,052)     (2,072)
     Net proceeds from sale of common stock                 2,624       3,521
                                                          -------     -------
     Net cash provided by financing activities              5,026       1,449
                                                          -------     -------
                                        
Effect of exchange rate changes on cash 
  and cash equivalents                                      1,520        (275)
                                                          -------     -------
Net decrease in cash and cash equivalents                  (5,918)        (42)
Cash and cash equivalents at beginning of period           67,906      35,232
                                                          -------     -------
Cash and cash equivalents at end of period              $  61,988   $  35,190
                                                          =======     =======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period:
  Interest                                              $     341   $     747
                                                          =======     =======
  Income taxes                                          $  17,686   $  11,997
                                                          =======     =======

See accompanying notes to interim consolidated financial statements
<PAGE>  5
                     SOLECTRON CORPORATION AND SUBSIDIARIES
                                        
                                        
               NOTES TO INTERIM CONSOLIDATED FINANCIAL  STATEMENTS
                                        

NOTE 1 - Basis of Presentation

      The  accompanying  consolidated balance sheets as  of  February  28,  1995
(unaudited) and August 31, 1994, the unaudited consolidated statements of income
for  the three-month and six-month periods ended February 28, 1995 and 1994, and
the  unaudited  consolidated statements of cash flows for the six  months  ended
February 28, 1995 and 1994 have been prepared on substantially the same basis as
the annual consolidated financial statements.  Management believes the financial
statements  reflect  all  adjustments,  consisting  only  of  normal   recurring
adjustments,  necessary  for  a fair presentation  of  the  financial  position,
operating  results  and cash flows for the periods presented.   The  results  of
operations for the three-month and six-month periods ended February 28, 1995 are
not necessarily indicative of results to be expected for the entire year.  These
consolidated  financial  statements should  be  read  in  conjunction  with  the
consolidated  financial statements and notes thereto for the year  ended  August
31, 1994 included in the Company's Annual Report to Shareholders.

      For  clarity of presentation, the Company has indicated its second quarter
as  ending on February 28 and its fiscal year as ending on August 31, whereas in
fact,  the  Company's fiscal periods end on the last Friday  of  the  respective
month.

NOTE 2 - Inventories

     Inventories consisted of (in thousands):
                                          February 28,     August 31,
                                             1995             1994
                                           
          Raw materials                     $175,404        $164,817
          Work-in-process                     71,243          67,572
                                             -------         -------
                                            $246,647        $232,389
                                            ========        ========


NOTE 3 - Net Income per Share

      Primary net income per share is computed using the weighted average number
of  common  and  dilutive  common stock equivalent  shares  outstanding.   Fully
diluted  net  income  per share includes the dilutive effect  from  the  assumed
conversion  of  the  Company's outstanding convertible zero-coupon  subordinated
notes.
<PAGE> 6


                      SOLECTRON CORPORATION & SUBSIDIARIES
                                        

ITEM 2         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS

General

     Solectron's net sales are derived from sales to electronics system original
equipment manufacturers.  The majority of the Company's customers compete in the
telecommunications,  computer  peripherals, workstation  and  personal  computer
segments  of  the electronics industry.  The Company uses advanced manufacturing
technologies in assembly and manufacturing management of complex printed circuit
boards and electronics systems.

     Operating results are affected by a number of factors, including the degree
of  turnkey  manufacturing, the material content and volume of  products  built,
manufacturing  efficiencies, utilization of capacity, start-up costs  associated
with  new customer projects and price competition.  Over the past several years,
the  Company's strategy has been to increase the percentage of sales it  derives
from turnkey manufacturing, which currently represents a substantial portion  of
the  Company's sales.  Turnkey projects, in which the Company procures  some  or
all  of  the components necessary for production, typically generate higher  net
sales  and  higher  gross  profits  with lower  gross  margin  percentages  than
consignment projects due to the inclusion in the Company's operating results  of
sales  and  costs  associated with the purchase and  sale  of  components.   The
increase in gross profit and the decrease in gross margin over the past  several
years  has been due primarily to this shift toward turnkey manufacturing.   More
recently,  the  Company has experienced changes in product mix relative  to  the
degree  of  material content associated with products delivered.  These  changes
have caused the Company's gross margin to fluctuate.

      The  Company has manufacturing operations in six locations, three of which
are  overseas.   As  the  Company manages its existing  operations  and  expands
geographically, it may experience certain inefficiencies from the management  of
geographically  dispersed  operations.  In addition, the  Company's  results  of
operations  will be adversely affected if these new facilities  do  not  achieve
revenue  growth  sufficient  to  offset increased expenditures  associated  with
geographic expansion.

      Around  the  world, the Company is subject to a variety  of  environmental
regulations  relating to the use, storage, discharge and disposal  of  hazardous
chemicals used during its manufacturing process.  Any failure by the Company  to
comply   with  present  and  future  regulations  could  subject  it  to  future
liabilities  or  the  suspension of production.  In addition,  such  regulations
could  restrict the Company's ability to expand its facilities or could  require
the  Company to acquire costly equipment or to incur other significant  expenses
to comply with environmental regulations.

      The  Company competes within the electronics manufacturing services  (EMS)
segment of the electronics industry.  The EMS segment is currently growing at  a
faster  rate than the overall electronics industry, but the EMS segment is  also
comprised  of  a  large  number of companies, several  of  which  have  achieved
substantial  market share.  In addition to competing with other  EMS  companies,
the  Company also faces competition from current and prospective customers which
evaluate  Solectron's capabilities against the merits of manufacturing  products
internally.   Certain  of the Company's competitors have  substantially  greater
geographic  breadth.  They also have greater manufacturing, financial,  research
and  development and marketing resources than the Company.  The Company believes
that  the  primary basis of competition in its targeted markets is manufacturing
technology,  quality, responsiveness, the provision of value-added services  and
price.    To   remain  competitive,  the  Company  must  continue   to   provide
technologically advanced manufacturing services, maintain quality levels,  offer
flexible  delivery schedules, deliver finished products on a reliable basis  and
compete  favorably on the basis of price.  The Company currently  may  be  at  a
competitive disadvantage as to price when compared to manufacturers  with  lower
cost  structures,  particularly with respect to manufacturers  with  established
facilities where labor costs are lower.

<PAGE>  7

Results of Operations

      The  following table sets forth, for the three months and six months ended
February  28,  1995 and 1994, certain items as a percentage of net  sales.   The
table  and  the  discussion  below  should  be  read  in  conjunction  with  the
consolidated  financial statements and notes thereto that  appear  elsewhere  in
this report.

                                 Three Months Ended    Six Months Ended  
                                    February 28,         February 28,           
                                  1995       1994       1995       1994  
                                 ------     ------     ------     ------
Net sales                        100.0 %    100.0 %    100.0 %    100.0 %
Cost of sales                     90.2       89.4       90.6       89.6
                                 ------     ------     ------     ------
  Gross profit                     9.8       10.6        9.4       10.4

Operating expenses:
 Selling, general and 
 administrative                    3.6        4.1        3.3        4.0
 Research and development          0.2        0.3        0.3        0.3
                                 ------     ------     ------     ------ 
   Operating income                6.0        6.2        5.8        6.1
Interest expense, net              0.2        0.4        0.2        0.4
                                 ------     ------     ------     ------
   Income before income taxes      5.8        5.8        5.6        5.7
Income taxes                       2.0        2.0        1.9        2.0
                                 ------     ------     ------     ------
   Net income                      3.8 %      3.8 %      3.7 %      3.7 %
                                 ======     ======     ======     ======

      Net sales for the three months and six months ended February 28, 1995 were
$471  million and $978 million, respectively, representing increases of 44%  and
51% over the comparable periods last year.  These increases in net sales are due
primarily  to  increased orders from existing customers,  the  addition  of  new
customers  and  growth  in  the Company's turnkey business.   Approximately  $21
million  of the year-to-date revenue increase (and $.9 million of the  increased
income  before  income taxes) results from changes in foreign currency  exchange
rates.   The  overall increase in revenues reflects the continuing trend  toward
outsourcing within the electronics industry.

      The  Company's two largest customers during the first half of fiscal  1995
were  International Business Machines Corporation (IBM) and Apple Computer, Inc.
(Apple).   Net sales to IBM during this period accounted for 23% of consolidated
net sales, compared to 31% in the first half of fiscal 1994. Sales to Apple were
less  than  10%  of  consolidated net sales in the first half  of  fiscal  1995,
compared  to  10%  in the first half of fiscal 1994.  While net  sales  to  both
customers  increased in absolute amounts compared to the first  half  of  fiscal
1994,  the  Company  has focused its efforts on obtaining  business  from  other
customers, thereby reducing its dependency on these accounts.  Net sales to  the
Company's  top ten customers during the first half of fiscal 1995 accounted  for
71% of consolidated net sales, compared to 74% in the first half of fiscal 1994.

      The  Company is substantially dependent upon continued revenues from  IBM,
Apple  and  the rest of its top ten customers.  Any material delay, cancellation
or  reduction  of orders from these or other customers could have  a  materially
adverse  effect  on  the Company's results of operations.   The  Company  has  a
manufacturing services agreement with IBM at its Bordeaux, France facility  that
expires  in December 1995.  While the Company expects to continue business  with
IBM  after  the agreement expires, there can be no guarantee that such  business
will be available at satisfactory terms to the Company.

<PAGE>  8

     Net sales at the Company's foreign sites grew at faster rates over the last
year  than  net  sales  at  the  Company's domestic  sites.   Foreign  locations
contributed  40%  of consolidated net sales in the first half  of  fiscal  1995,
compared  to 32% in the first half of fiscal 1994.  As a result of the Company's
foreign  sales and facilities, the Company's operations are subject to risks  of
doing  business abroad, including fluctuations in the value of currency, changes
to  import  and  export regulations, possible restrictions on  the  transfer  of
funds, and in certain parts of the world, political instability.  While to  date
these dynamics have not had a materially adverse impact on the Company's results
of  operations, there can be no assurance that there will not be such an  impact
in the future.

      The Company's operations in Milpitas, California contributed a substantial
portion of the Company's net sales and operating income during the first half of
fiscal 1995 and 1994.  The performance of this operation is expected to continue
as  a  significant factor in the overall financial results of the Company.   Any
material  change  to  the  customer  base,  product  mix,  efficiency  or  other
attributes  of  this  site  could  have  a  material  effect  on  the  Company's
consolidated results of operations.

     Over the past few years the Company's revenues have grown substantially and
have exceeded the Company's own targeted growth rate.  The Company believes that
its ability to continue to achieve rapid growth will depend upon growth in sales
to  existing  customers  for  their  current  and  future  product  generations,
successful marketing to new customers and future geographic expansion.  With the
exception of a manufacturing services agreement with IBM at the Bordeaux, France
site  which  expires in December 1995, the Company has no firm long-term  volume
commitments  from  its  customers and over the last few  years  has  experienced
reduced  lead-time in customer orders.  Customer contracts can be  canceled  and
volume  levels can be changed or delayed.  The timely replacement   of  delayed,
canceled  or  reduced orders with new business cannot be assured.  In  addition,
there  can  be  no  assurance that any of the Company's current  customers  will
continue to utilize the Company's services.  Because of these factors, there can
be no assurance that the Company's historical revenue growth rate will continue.

      The Company currently serves the electronics industry, which is subject to
rapid  technological change, product obsolescence and price competition.   These
and  other  factors affecting the electronics industry, or any of the  Company's
major  customers in particular, could have a  materially adverse effect  on  the
Company's results of operations.

      Gross  margin for the second quarter of fiscal 1995 was 9.8%, compared  to
10.6% for the second quarter of fiscal 1994.  Year-to-date gross margin for  the
first  six  months of fiscal 1995 was 9.4%, compared to 10.4% for the comparable
period last year.  These declines in gross margin are due primarily to growth in
the  Company's turnkey business, manufacturing inefficiencies at the  Charlotte,
North Carolina and Dunfermline, Scotland locations, and under-utilization of the
Bordeaux,  France facility.  The manufacturing inefficiencies are the result  of
new  customer projects and the continuing ramp-up in complexity of  business  in
Charlotte and Dunfermline.  The Company has made progress at these sites and has
improved the management and logistical infrastructure.  The Bordeaux facility is
expected  to be under-utilized for at least the remainder of fiscal  1995.   The
declines in gross margin from the factors mentioned above were partially  offset
by improvements in product mix and better utilization at certain sites.  Further
increases  in  turnkey business, additional costs associated with new  projects,
and  price  erosion within the electronics industry could adversely  affect  the
Company's  gross margin.  Additionally, changes in product mix could  cause  the
Company's  gross margin to fluctuate.  While the availability of  raw  materials
appears  adequate to meet the Company's current revenue projections through  the
remainder  of  fiscal 1995, component availability to support revenue  increases
beyond  the  Company's current plans is limited.  Furthermore,  availability  of
customer-consigned  parts and unforeseen shortages of components  on  the  world
market  are  beyond  the  Company's control and could adversely  affect  revenue
levels and operating efficiencies.

<PAGE>  9

      Selling, general and administrative (SG&A) expenses increased in  absolute
amounts during the second quarter and first half of fiscal 1995 relative to  the
comparable periods of fiscal 1994.  The increases during these periods  are  due
primarily  to  growth  in  personnel and related departmental  expenses  at  all
manufacturing  locations to support the increased size  and  complexity  of  the
Company's  business.  SG&A expenses as a percentage of net sales have  decreased
during the first half of fiscal 1995 compared to the comparable period of fiscal
1994  from increased leverage of fixed operating costs on a higher revenue  base
and  continued  management  and limitation of overhead  expenses.   The  Company
anticipates SG&A expenses will increase in the future as the Company builds  the
infrastructure necessary to support its current and prospective business.

      Research  and development (R&D) activities have been focused primarily  on
fine  pitch  interconnection technologies (which include ball-grid array,  tape-
automated  bonding,  multichip modules, chip-on-flex, and  chip-on-board),  high
reliability  environmental  stress  test  technology,  and  no-clean   soldering
processes.   R&D expenses did not change significantly in the second quarter  or
first half of fiscal 1995 compared to the same periods one year ago and are  not
expected to change significantly in the near future.

      The effective income tax rate throughout the first half of fiscal 1995 was
approximately 34%, a slight decrease from the 34.7% effective tax rate  for  the
first  half  of fiscal 1994. The decrease reflects primarily increased  earnings
from the Company's foreign operations which have lower statutory tax rates.

Liquidity and Capital Resources

      Working  capital was $349 million as of February 28, 1995, an increase  of
$40  million from the end of fiscal 1994.  This increase reflects primarily  the
growth  in  net  sales  during the first half of fiscal 1995  and  the  required
investment  in  working  capital by the Company to  support  this  growth.   The
increase  in  working  capital was financed by cash  generated  from  operations
during  the  first  half of fiscal 1995.  Cash provided by operating  activities
during  the  current  period  was impacted by an  unusually  high  reduction  in
accounts  payable  from the timing of vendor payments.  The Company  anticipates
that   further  increases  in  working  capital  will  be  required  to  support
anticipated revenue growth.

      Cash used in investing activities was $14.0 million for the first half  of
fiscal 1995, essentially unchanged from the comparable period last year.  During
fiscal  1994,  the Company purchased facilities, equipment and other  assets  in
Dunfermline,  Scotland and Everett, Washington for approximately $14.0  million,
with  no  comparable purchase in the current year.  Although  not  a  certainty,
future  acquisitions of this nature or geographic expansion may be necessary  to
meet  the future needs of the Company's customers.  Capital expenditures  during
the  first  half  of fiscal 1995 were $32.2 million and consisted  primarily  of
surface  mount  assembly  and  test  equipment  at  the  Penang,  Malaysia   and
Dunfermline, Scotland locations to meet current and expected production  levels.
For  the  remainder of fiscal 1995, capital expenditures at existing facilities,
plus  equipment and building costs for a new facility under construction at  the
Dunfermline, Scotland location, are expected to be in the range of  $35  million
to $50 million.

      Cash  provided by financing activities increased during the first half  of
fiscal  1995  compared  to  the same period last  year,  due  primarily  to  the
Company's use of short-term bank overdraft borrowings during the current year at
certain  of  its foreign locations.  These credit facilities are  utilized  from
time to time to provide flexibility in the Company's cash management.

     In addition to the Company's working capital as of February 28, 1995, which
includes cash and cash equivalents of $62 million and short-term investments  of
$76  million,  the Company also has available a $100 million unsecured  domestic
revolving credit facility, subject to financial covenants and restrictions,  and
$30  million  in  available foreign credit facilities.  Beginning  in  September
1997, the Company  will be required to pledge approximately $44 million of  cash
or marketable securities as collateral for its obligation under the terms of the
Company's  operating  lease  for the majority of  its  facilities  in  Milpitas,
California.
                                        
<PAGE> 10
                                        
                     SOLECTRON CORPORATION AND SUBSIDIARIES
                                        
                                        
                                        
Part II.       OTHER INFORMATION

     Item 1:   Legal Proceedings

          None

     Item 2:   Changes in Securities

          None

     Item 3:   Defaults upon Senior Securities

          None

     Item 4:   Submission of Matters to a Vote of Security Holders

     a)   The Company held its Annual Meeting of Shareholders on Tuesday,
          January 17, 1995.
     
     b)   At the meeting, the following proposals received the votes listed
          below:
     
          i)Election of Directors:
          
            Charles A. Dickinson            Votes For:  34,704,277
                                            Votes Withheld:  236,283
            
            Dr. Koichi Nishimura            Votes For:  34,732,505
                                            Votes Withheld:  208,055
            
            Dr. Winston H. Chen             Votes For:  34,729,059
                                            Votes Withheld:  211,501
            
            Richard A. D'Amore              Votes For:  34,731,827
                                            Votes Withheld:  208,733
            
            Dr. Kenneth E. Haughton         Votes For:  34,731,157
                                            Votes Withheld:  209,403
            
            Dr. Paul R. Low                 Votes For:  34,712,978
                                            Votes Withheld:  227,582
            
            W. Ferrell Sanders              Votes For:  34,731,608
                                            Votes Withheld:  208,952
            
            Osamu Yamada                    Votes For:  34,686,969
                                            Votes Withheld:  253,591

<PAGE> 11            
            
          ii)    Amendment to the Company's 1992    Votes For:  30,028,282
                 Stock Option Plan to increase the  Votes Against:  4,525,794
                 number of shares of Common Stock   Abstentions:  192,929
                 reserved for issuance thereunder   Broker Non-Votes:  193,555
                 by 2,000,000 shares to an 
                 aggregate of 6,000,000 shares.
            
          iii)   Amendment to the Company's 1992    Votes For:  34,486,876
                 Stock Option Plan to limit the     Votes Against:  130,293
                 number of stock options that may   Abstentions:  129,836
                 be issued to an employee in any    Broker Non-Votes:  193,555
                 one fiscal year.
          
          iv)    Ratification of the appointment    Votes For:  34,841,394
                 of KPMG Peat Marwick LLP as        Votes Against:  50,702
                 independent accountants of the     Abstentions:  48,464
                 Company for the fiscal year 
                 ending August 31, 1995.
            

     Item 5:   Other Information

          None

     Item 6:   Exhibits and Reports on Form 8-K

          (a)   Exhibits

               11.1 Statement re:  Computation of Net Income per Share

          (b)   Reports on Form 8-K

               None

<PAGE> 12

                   SOLECTRON CORPORATION AND SUBSIDIARIES
          STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
                   (in thousands, except per share data)


                                        Three Months Ended  Six Months Ended
                                           February 28,        February 28,

                                          1995      1994      1995      1994
                                         ------    ------    ------    ------
Weighted average number of shares 
of common stock and common stock 
equivalents:

Primary:
  Common stock                           41,460    40,965    41,418    40,879
  Common stock equivalents - 
         stock options                      758     1,351       819     1,287
                                         -------   -------   -------   -------
                                         42,218    42,316    42,237    42,166
Fully diluted:
     Common shares issuable upon 
     assumed conversion of 
     convertible zero-coupon
     subordinated notes                   9,549     9,560     9,549     9,562

     Incremental increase in common 
     stock equivalents using end of 
     period market price                      -       103         -       241
                                         -------   -------   -------   -------
                                         51,767    51,979    51,786    51,969
                                         =======   =======   =======   =======

Net income - primary                    $18,034   $12,375   $36,228   $24,265

     Interest accretion on convertible 
     zero-coupon subordinated notes, 
     net of taxes                         1,600     1,460     3,147     2,886
                                         -------   -------   -------   -------

Net income - fully diluted              $19,634   $13,835   $39,375   $27,151
                                         =======   =======   =======   =======
Net income per share - primary            $0.43     $0.29     $0.86     $0.58
                                         =======   =======   =======   =======
Net income per share - fully diluted      $0.38     $0.27     $0.76     $0.52
                                         =======   =======   =======   =======

<PAGE> 13                                        
                                        
                                        
                          SOLECTRON CORPORATION
                                        
                                        
                                        
                               SIGNATURES
                                        
                                        
                                        
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



 
                                   SOLECTRON CORPORATION
                                   (Registrant)



Date: March 24, 1995               By:     /s/ Koichi Nishimura
                                           Dr. Koichi Nishimura
                                           President &
                                           Chief Executive Officer



Date: March 24, 1995               By:     /s/ Susan S. Wang
                                           Susan S. Wang
                                           Senior Vice President, Chief
                                           Financial Officer and Secretary
                                           (Principal Financial and
                                           Accounting Officer)

<PAGE> 14


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                               FEB-28-1995
<CASH>                                          61,988
<SECURITIES>                                    75,745
<RECEIVABLES>                                  217,818
<ALLOWANCES>                                         0
<INVENTORY>                                    246,647
<CURRENT-ASSETS>                               618,036
<PP&E>                                         155,014
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 788,942
<CURRENT-LIABILITIES>                          268,666
<BONDS>                                        140,501
<COMMON>                                       208,913
                                0
                                          0
<OTHER-SE>                                     164,408
<TOTAL-LIABILITY-AND-EQUITY>                   788,942
<SALES>                                        977,944
<TOTAL-REVENUES>                               977,944
<CGS>                                          886,132
<TOTAL-COSTS>                                  886,132
<OTHER-EXPENSES>                                34,672
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,465
<INCOME-PRETAX>                                 54,890
<INCOME-TAX>                                    18,662
<INCOME-CONTINUING>                             36,228
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    36,228
<EPS-PRIMARY>                                     0.86
<EPS-DILUTED>                                     0.76
        

</TABLE>


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