1
                                                  Filed by Solectron Corporation
                           Pursuant to Rule 425 under the Securities Act of 1993

                                         Subject Company: C-MAC Industries, Inc.
                                                   Commission File No. 001-15108
                                                                          Page 1



                                SOLECTRON CORP.

                             MODERATOR: SUSAN WANG
                                 AUGUST 9, 2001
                                 5:30 A.M. PST




Operator:          Ladies and gentlemen thank you for standing by. Welcome to
                   the Solectron C-MAC conference call. During the presentation,
                   all participants will be in a listen-only mode. Afterwards,
                   you will be invited to participate in the question-and-answer
                   session. At that time, if you have a question, you will need
                   to press the 1 followed by the 4 on your telephone. As a
                   reminder, this conference is being recorded Thursday, August
                   9, 2001. I would now like to turn the conference over to
                   Susan Wang, chief financial officer, Solectron. Please go
                   ahead, ma'am.


Susan Wang:        Thank you. Good morning, everyone, and thank you very
                   much for joining us on such short notice. We are very pleased
                   today to announce that Solectron has agreed to merge with
                   C-MAC Industries in a deal that will further strengthen both
                   of our capabilities in meeting changing OEM customer
                   requirements.


                   Joining me today to discuss the transaction are Koichi
                   Nishimura, Solectron's chairman [audio break]-- excuse me--
                   is there an echo? I'm hearing an echo. Operator?


Operator:          Yes, ma'am?


S. Wang:           There is an echo on the line. Can you take care of
                   that, please?


Operator:          Can you turn down your speakerphone, please, ma'am.


S. Wang:           I have got it turned down all the way.


Operator:          It's turned down all the way? I'm not sure what happened.
                   Would you like me to dial you back, ma'am?


Man:               Somebody's on a cell phone [audio break].


Operator:          Everyone's lines are in listen-only. There would be no
                   interaction with them.


S. Wang:           The echo has just gone.


Man:               Yeah, they went on mute.


Operator:          All right, please continue.


S. Wang:           Thank you. Let me restart. Joining me today to discuss
                   the transaction are Koichi Nishimura, Solectron chairman,
                   president, and chief executive officer; and Dennis Wood, the
                   chairman, president, and chief executive officer of C-MAC
                   Industries. We will hear from both of them in just a few
                   moments. As well with me today are Thomas Alsborg, director,
                   investor relations of

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                   Solectron; Claude Michaud, chief financial officer of
                   C-MAC; and Sue Gunther, vice president, business
                   development of C-MAC.


                   On this call, we will recap the transaction, discuss how
                   C-MAC fits with our continuing customer focus strategy, and
                   provide to you the C-MAC perspective. We will also discuss
                   our updated guidance and take your questions, with a plan
                   to conclude no later than 9:45 a.m. Eastern time. I
                   apologize for the abrupt cutoff, but we do have a very
                   tight schedule to keep, and I appreciate all of your
                   support.


                   Let me now first remind you that during the course of this
                   conference call, we may make projections or other
                   forward-looking statements about the expectations, beliefs,
                   plans, intentions, and strategies of Solectron and C-MAC.
                   Our ability to achieve planned business objectives involves
                   many risks and uncertainties. Forward-looking statements
                   relating to expectations about future events or results are
                   based upon information available to the company as of
                   today's date. We assume no obligation to update any of
                   these statements, and these statements are not guarantees
                   of Solectron or C-MAC.


                   The financial results and product development of Solectron
                   and C-MAC could differ materially from current
                   expectations. Factors that may affect the ability to
                   achieve planned business objectives include but are not
                   limited to the following: one, the company's revenues and
                   earnings are subject to a number of factors that make
                   estimating operating results extremely uncertain; two,
                   competition for the company's products is intense; three,
                   the uncertainties of whether new products, product
                   extensions, or product strategies will be successful; four,
                   risks associated with this acquisition including a,
                   conditions in the financial markets relevant to the
                   proposed transaction; b, the failure to achieve expected
                   synergies and efficiencies of operations; c, risk of price
                   fluctuations; d, loss of major customers; e, the ability to
                   manage business integration; f, risks associated with
                   international sales; and, g, operations and environmental
                   regulations; five, loss of key personnel; six, litigation
                   including litigation over intellectual property rights;
                   and, seven, general technological and economic factors.


                    The risks associated with Solectron's business are discussed
                    in Solectron's annual report on Form 10K for the year ended
                    August 25, 2000, and in subsequent quarterly reports on Form
                    10Q. The risks associated with C-MAC's business are
                    discussed in C-MAC's annual report on Form 40S for the year
                    ended December 31, 2000, and in subsequent quarterly reports
                    on Form 6K. You are encouraged to read this information
                    carefully.


                    We caution you that such statements reflect only our current
                    expectations and that actual events or results may differ
                    materially. We refer you to the risk factors and cautionary
                    language contained in the documents that the companies file
                    from time to time with the Securities and Exchange
                    Commission, specifically recent filings on Form 10K, 10Q,
                    8K, S3, S4, and 40F as well as today's news release. Such
                    documents contain and identify important factors that could
                    cause the actual results to differ materially from those
                    contained in our projections or forward-looking statements.
                    We undertake no obligation to update those projections or
                    forward-looking statements in the future.


                    As I mentioned this morning, we issued the news release
                    announcing the transaction and on today's call we will refer
                    to the contents of that release.
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                                                                          Page 3

                    Solectron, its executive officers and directors, certain
                    other members of management, and employees, may solicit
                    proxies from Solectron stockholders in favor of the business
                    combination and C-MAC, its executive officers and directors,
                    certain of the members of management and employees may
                    solicit proxies from C-MAC stockholders in favor of the
                    business combination.


                    Information concerning the participants in the solicitation
                    will be set forth in a proxy statement that will be filed
                    with the Securities and Exchange Commission. Information
                    about Solectron's officers and directors is included in
                    Solectron's proxy statement for its 2000 annual meeting of
                    stockholders held January 18, 2001, and filed with the SEC
                    on December 11, 2000. Information about C-MAC officers and
                    directors is included in C-MAC's notice of meeting and
                    management proxy circular for its 2000 annual meeting of
                    stockholders held May 3, 2001, and filed with the Ontario
                    Securities Commission on March 30, 2001. These documents are
                    available free of charge at the SEC's Website at www.sec.gov
                    and from Solectron and C-MAC.


                    Thank you for sitting through that.


                    Now let me give you the highlights of our announcement.
                    Today Solectron and C-MAC entered into a definitive
                    agreement pursuant to which C-MAC Industries will merge into
                    a wholly owned subsidiary of Solectron. C-MAC is based in
                    Montreal, and for the 12 months ended June 30, had revenues
                    of 2 billion U.S. dollars. In this all-stock transaction,
                    C-MAC shareholders will elect to receive either 1.755 shares
                    of Solectron common stock or 1.755 shares of a wholly owned
                    Canadian subsidiary of Solectron in exchange for each C-MAC
                    share outstanding.


                    The total enterprise value of the deal is approximately 2.7
                    billion U.S. dollars, including the assumption of
                    approximately 30 million dollars in debt, net of cash. This
                    transaction is structured to be tax-deferred for validly
                    electing Canadian residents, C-MAC shareholders, and taxable
                    to U.S. resident C-MAC shareholders. The transaction is
                    subject to approval by the shareholders of Solectron and
                    C-MAC and certain regulatory bodies. We anticipate
                    concluding the transaction by the end of calendar 2001.


                    A combination of Solectron and C-MAC is expected to yield
                    several compelling benefits. Primary among them is C-MAC's
                    strong presence in high-end systems integration and
                    manufacturing capabilities, which Solectron, too, has been
                    steadily building. C-MAC also provides Solectron with
                    strategic entry into the automotive industry, which both
                    companies have targeted as a growth opportunity.


                    In addition, Solectron will be able to leverage C-MAC's
                    proven selective vertical integration approach, which
                    results in higher margins through supply chain management
                    and provides make-or-buy flexibility in fulfilling customer
                    orders. C-MAC is a very well-run company and a great
                    cultural fit for Solectron. More fundamentally, this
                    transaction represents another strategic step forward in
                    continuously developing the skills, expertise, and presence
                    required to meet ever-changing customer needs.
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                    In addition, it gives Solectron a greater presence and
                    business investment in Canada in order to provide expanded
                    support services to our Canadian customers.


                    Now let me turn to Ko for his comments and perspective. Ko?


Koichi Nishimura:  Thank you, Susan, and good afternoon-- good
                   morning, rather, to everyone on the call. I'm very excited to
                   talk with you today. I'm also very pleased to have Mr. Dennis
                   Wood with us. I welcome him and the C-MAC team to the
                   Solectron organization. Certainly, the combination with C-MAC
                   will help Solectron continue to expand our capabilities
                   offering in strategically important areas and extend our
                   presence into the automotive industry.


                    I am also very excited about the collective actions we are
                    taking to enhance Solectron's position as a leading provider
                    of end-to-end technology, manufacturing, and supply chain
                    solutions. We always have taken the customer focus approach
                    to building our capabilities. Our strategy remains very
                    consistent. As a total supply chain facilitator, we will
                    acquire or build the capabilities necessary to help our
                    customers and our company to succeed.


                    When we entered in this overall market downturn, we said we
                    would use this time as an opportunity to accelerate key
                    strategic initiatives and take the steps necessary to meet
                    customer needs coming out of this downturn. Implicit in that
                    approach was our anticipation that OEM's needs would change
                    very quickly and accelerate the outsourcing trends. In fact,
                    that is what is happening. We are with them all the way.


                    It wasn't too long ago that the EMS companies would succeed
                    with a fairly limited scope of capabilities on their circuit
                    board assembly, new product introduction expertise, and some
                    skills in managing the supply chain. At Solectron we've
                    always worked to become an even more valuable partner by
                    expanding those core capabilities and our success at doing
                    that has been the source of our industry leadership over the
                    last decade.


                    Now, as we have anticipated the downturn is creating the
                    need for OEMs to rely more heavily on the outsourcing model.
                    They need reliable, global, EMS partners with a broad range
                    of skills and expertise. They need partners with the
                    strength to provide true end-to-end technology, one-stop
                    manufacturing and supply chain solution and design to full
                    systems production, product fulfillment, and after-sales
                    service as well as the logistic skills to make it all
                    happen.


                    Just think of it this way -- in the past, EMS providers
                    would supply various services such as new product
                    introduction, or NPI, in manufacturing. OEMs utilize those
                    services, but they also continue to have direct contact with
                    other parties in fulfillment, component, and materials--
                    perhaps systems integration and other areas. Today's economy
                    is forcing the OEMs to reduce costs and focus even more
                    tightly on the core competencies, and they can no longer
                    afford, then, to honor resources to have multiple points of
                    contact in the supply chain process. Instead, they look to
                    us to provide that, and we have the ability to deliver what
                    they want and need.


                    In fact, we are the general contractor of the supply chain
                    for OEM customers. They can and will rely on us to
                    coordinate, conduct a make-or-buy decision and
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                    otherwise do the things necessary to design, make, deliver,
                    and service their products, all with the fastest
                    time-to-market and the lowest total cost of ownership. We
                    have been steadily building precisely those capabilities
                    through internal development and through acquisitions
                    including the transaction with C-MAC today.


                    Today I believe we ought to have the strongest capabilities
                    to meet the OEM needs. In the last two years, we have
                    strengthened relevant capability in several areas including
                    engineering and design, systems integration and assembly,
                    new product introduction, order fulfillment and
                    distribution, and after-sales service. We have also
                    continued to build expertise and a strong customer base in
                    optical services in other important high-technology areas.


                    We have also entered important new industries -- first, to
                    consumer electronics through our relationship with Sony and
                    now into automotive through C-MAC. In addition, we have
                    strengthened our geographic presence, particularly through
                    NatSteel in Asia, which will be a region of growing
                    importance to us, to our customers, and to their end
                    markets.


                    In the global services, we have built a very strong,
                    full-service, after-sales presence on five continents, most
                    recently with the addition of Solectron site in Japan and
                    with the European repair hub in Amsterdam. So you can see
                    that we have been deliberately and strategically and
                    systematically building the relevant capabilities,
                    strengths, and presence required to meet the customer needs
                    as a leading and preferred EMS partner.


                    Now let me discuss the important elements of the C-MAC
                    transaction; first, increased high-end technology
                    capabilities. C-MAC is an industry leader in high-end
                    systems design, manufacturing, and technology with very
                    strong skills that help round out Solectron's complete
                    system solution capabilities, specifically C-MAC has a
                    strong high-end systems integration capability including
                    complex electromechanical design and assembly with strategic
                    backward integration at the metal and backplane fabrication.
                    C-MAC also has the breadth of capabilities in optical
                    networking components application and assembly. Combined
                    with our current capabilities, we will be even more
                    effective at competing for full systems work from customers,
                    as they increase their reliance on EMS partners.


                    With our combined capabilities, we have a strong competitive
                    edge in the breadth and depth of the full solution service
                    we offer our customers. Secondly, is C-MAC's selective
                    vertical-integration approach. This dynamic make-or-buy
                    approach enables us to capture the benefits of limited
                    components application while retaining the benefits of our
                    highly leveraged cost model. This approach strengthens the
                    performance of internal business units by requiring them to
                    be a competitive, stand-alone business as much as their
                    production is sold to other companies.


                    On the flip side, in challenging market conditions, we can
                    boost capacity utilization and revenue by pulling more work
                    in-house. Having said that let me note that the fab side
                    represents a modest portion of C-MAC's revenue. They are
                    focused on high-end applications on specific fab
                    capabilities needed to further penetrate specific industry.
                    Thirdly, is revenue and margin opportunities -- we have
                    added additional revenue opportunities by extending existing
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                    customer business relationships and developing new
                    relationships. We will also have opportunities to enhance
                    margins by increasing our value-added content and more
                    closely managing the supply chain.


                    C-MAC's technology-driven manufacturing services provide us
                    with a more robust high-end technology-focused value
                    proposition that allows room for solid margins in the
                    industry we serve. In addition, C-MAC's focus on high-end
                    component engineering carries margin benefits and creates
                    opportunities for further penetration into other important
                    industry.


                    Fourthly, complemented strength in network and telecom
                    equipment sector -- the new high-end technology design and
                    engineering expertise and, in particular, a full system
                    suite of services and networking and communication will
                    further develop our industry-leading position and offering
                    in those critical sectors. At the end of the day, we are
                    extremely well positioned to capitalize on the upturn and
                    the continued growth in both network, telecom, and telecom
                    equipment industries.


                    Fifthly, the entry into targeted growth segments -- we have
                    targeted specific new industry segments, and C-MAC brings
                    access to one of those segments, the automotive industry.
                    C-MAC generates about 8 percent of the sales from the
                    automotive industry. It's an attractive industry with
                    end-market growth expected to exceed its recent historical
                    annual growth of 15 percent. It's also a challenging
                    industry to penetrate initially, and C-MAC has established a
                    very solid foothold. Dennis and his team are approaching it
                    in the right way -- building a big support and credibility
                    in key electronic components as a prelude to the future
                    expansion.


                    Sixthly, enhanced capabilities for the Canadian customers --
                    with the complementary strength in technology-driven
                    manufacturing services in the network, telecom, and
                    automotive industries, we will be able to provide a wider
                    range of value-added services to our Canadian customers. We
                    will also bring greater resources and geographic benefits to
                    C-MAC and its customers.


                    In addition to those benefits, C-MAC and Solectron are an
                    excellent cultural fit. In the last several weeks, I've
                    spent a great deal of time with Dennis and his organization.
                    I am impressed with what I've seen from the leadership and
                    from the operation and from the cultural perspective.
                    Cultural fit is among the most important of the criteria for
                    any transaction that we undertake. The good news is that our
                    companies are very compatible.


                    C-MAC's strategy is highly complementary with our strategy.
                    We are both extremely focused on providing value-added
                    services to our customers, and our decisions are driven by
                    doing the right things to help our customers succeed.


                    Dennis, on behalf of all of us at Solectron, I look forward
                    to working with you and welcoming your worldwide team.


Dennis Wood:       Thank you very much, Ko. I'm certainly proud to bring
                   my team and our customers to the new Solectron family. I
                   certainly agree more that our two companies are an excellent
                   fit strategically and culturally.
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                    For the past 15 years C-MAC has evolved from a company
                    having one product, the battery-feed resistor, which was
                    sold to a single customer -- Nortel -- into a global
                    technology design and manufacturing services company with
                    over 500 regular customers. Two hundred-seventy of these
                    customers have a purchase run rate of in excess of a million
                    dollars.


                    About three years ago we responded to our customers'
                    evolving requirements that included a reduction in their
                    respective supply bases and time-to-pull production,
                    enhanced technologies, design expertise, and aggressive cost
                    reduction programs by creating a selective vertical
                    integration strategy. Our SBI model focuses on the
                    make-versus-buy decision implemented by our global supply
                    chain team. Our strategy differs from vertical OEM
                    strategies of the past in that every one of our plants is a
                    profit center whose goal is to sell a majority of its
                    products to external customers. In this way we constantly
                    benchmark ourselves against industry and have successfully
                    maintained our industry-leading margins.


                    In challenging economic times such as these, we have had the
                    flexibility to pull in some of our outsource production
                    until such time and conditions improve. In order to maintain
                    our profitability, we've become a global technology design
                    manufacturing services -- a TDMS company -- offering our
                    communications customers total system solutions and,
                    similarly, we have become a full-service supplier to the
                    transportation electronics industry.


                    We have carefully monitored the competitive landscape and
                    observed our peers engaged in critical capabilities to
                    varying degrees of the past couple of years. They've added
                    capabilities in PCBA fabrication, enclosures, cable
                    harnesses, and systems integration. To effectively compete
                    with the larger OEM divestitures and increase our market
                    share in the future, we recognize the need for additional
                    high-volume PCBA capabilities and scalability.


                    There were three principal alternatives to broaden our PCBA
                    capability -- C-MAC could buy or build the capacity for the
                    capability or merge. The first two alternatives were less
                    attractive to us, given the time, capital, and resource
                    requirements, in addition to the condition of the available
                    properties. Furthermore, we believe that we would lose the
                    momentum at a time when OEMs are accelerating their
                    outsourcing activities.


                    After spending a great deal of time with Ko and the
                    Solectron team we are convinced that the combination of the
                    two companies represents the best alternative for our
                    shareholders, employees, and customers, and we're creating
                    the leading TDMS company in the industry.


                    Ko and Susan have articulated-- I'll try that word again--
                    articulately described the benefits of the transaction, and
                    I would like to spend a few moments discussing what we
                    perceive the benefits to be to C-MAC's shareholders,
                    customers, and employees.


                    From our shareholders' perspective, the combination of the
                    two best-in-class companies with complementary capabilities
                    will increase the value proposition to our customers and
                    position us to be the premier TDMS company in the industry,
                    which will bode well for future revenue growth.
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                    Furthermore, our proven selective vertical integration
                    strategy will provide revenue enhancement opportunities from
                    an earnings perspective, and we will be ideally positioned
                    to benefit from the industry upturn. We have been
                    disciplined in our approach, and we have not sacrificed
                    earnings for top-line growth. We will be clearly able to
                    leverage this model with Solectron's customer base and
                    product offering, and we will now have the opportunity to
                    satisfy our existing OEM customers, PCBA and after-market
                    requirements internally. Keep in mind that for each dollar
                    of C-MAC revenue equates to $2 to $3 worth of PCBA revenue
                    and vice-versa.


                    From a customer perspective, we'll be ideally positioned to
                    offer a complete end-to-end solution from design and
                    technology to full systems integration and order fulfillment
                    to after-market support, and that on a global basis. We are
                    particularly excited about current and future opportunities
                    within the transportation electronics industry. We spent the
                    last five years building the design, electronic, and
                    mechanical capabilities required to become competitive
                    within this industry and have been elevated to the position
                    of a full-service supplier.


                    Given that the major automotive OEMs are now seeking
                    increased electronic solutions, capabilities that they do
                    not necessarily have in-house, we will have the scalability
                    to take on larger OEM programs. Given that many of these
                    programs require extensive design expertise and engineering
                    capability unique to the automotive industry, we are
                    uniquely positioned to benefit from the accelerated
                    divestiture activity by the OEMs. Similar to our
                    transportation electronics strategy, we have been focused on
                    providing our customers with total solutions within the
                    communications industry.


                    We will now have the technology and capability to take on
                    larger, complex systems programs and have the manufacturing
                    expertise to produce most of the contents of these systems
                    in-house -- where it makes economic sense to do so, of
                    course. Having internal manufacturing capability allows us
                    to guarantee security of supply for our customers and also
                    gives us the leverage within the supply chain.


                    With our combined capabilities, we will also reduce our
                    customers' time to full production and overall cost
                    modeling, and from our employees' standpoint, they will
                    share best practices with the Solectron team and will
                    continue to play key roles in our company's future success.
                    They will become part of the premier TDMS company in the
                    industry. The C-MAC team has always responded to their
                    customers' changing requirements with a high degree of
                    integrity, professionalism, and enthusiasm that has ensured
                    our long-term success. The combined company will provide
                    additional career paths and opportunities for the C-MAC
                    team. Together we will build the TDMS company of the future
                    and prepare for the next generation of outsourcing.


                    Now I would like to turn the presentation back to you, Ko.
                    Thank you.


K. Nishimura:      Thanks, Dennis. From here, of course, there's a
                   lot of work to do. Our business teams will get to know each
                   other better as we work toward completing the transaction. As
                   the news release indicates, we expect this transaction to
                   close by calendar year-end. As importantly, we will remain
                   very busy on additional actions to build our capabilities and
                   win new OEM business that's in the
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                    pipeline. It's a very busy and very exciting time, and we
                    look forward to sharing our updates again. This is truly an
                    exciting operating environment, and Solectron is best
                    positioned with size, strength, technology, and skill to
                    continue our industry leadership. Thank you for you interest
                    and support.


                    Now let's turn back to Susan. Susan?


S. Wang:           Thank you, Ko. In addition to the news release
                   announcing the C-MAC transaction, Solectron issued a news
                   release this morning providing initial guidance for fiscal
                   year 2002 and updating our Q4 fiscal year 2001 guidance. Let
                   me recap that guidance.


                    In fiscal year 2002, Solectron plans to generate sales in a
                    range of 16 billion to 18.5 billion U.S. dollars and cash
                    earnings per share of 62 cents to 66 cents. Those ranges are
                    subject to changes in market conditions and are before the
                    C-MAC transaction and other potential acquisitions.


                    Let's turn now to the fiscal fourth quarter 2001. Consistent
                    with our prior guidance, we expect to generate sales of 3
                    billion to 3.5 billion dollars and cash EPS of 5 cents to 9
                    cents -- again, before restructuring charges and one-time
                    charges. As of today, update on nonrecurring items are
                    shaping up as follows: as you already know, the fourth
                    quarter will include 50 million dollars in restructuring
                    charges that we announced on June 18. At that time, we also
                    said we would consider what additional restructuring might
                    be necessary. After analyzing that matter over the last six
                    weeks, we now plan to record an additional fourth quarter
                    restructuring charge of up to about 210 million dollars.
                    Coming in at that level would mean total fourth quarter
                    restructuring charges of about 260 million dollars.


                    In addition, we expect to incur a one-time nonrecurring
                    charge of about 68 million dollars related to credits and
                    other exposures. While we continue to have general credit
                    loss reserves, a number of smaller accounts are in or at
                    near bankruptcy, and we determined that it is appropriate to
                    build up a specific reserve for such potential unusual
                    losses under these difficult market circumstances.


                    That concludes our prepared remarks. Operator, please
                    prepare the question-and-answer session. Given the time
                    constraints, we would greatly appreciate if the questions
                    would be limited to one with follow-up if there is
                    sufficient time.


Operator:          Thank you. Ladies and gentlemen, if you with to register a
                   question for today's question-and-answer session, you will
                   need to press the 1 followed by the 4 on your telephone. You
                   will hear a three-tone prompt to acknowledge your request. If
                   your question has been answered, and you wish to withdraw
                   your polling request, you may do so by pressing the 1
                   followed by the 3. If you are on a speakerphone, please pick
                   up your handset before entering your request. One moment,
                   please, for the first question.


                    David Parrish with Dain Rauscher Wessels, please proceed
                    with your question.


David Parrish:     Yeah, good morning, and congratulations. Can you
                   just give us a sense as to what level of cost savings you
                   expect to see from material procurement relative to
                   reductions in SG&A? Also, I guess the 60 million to 120
                   million in synergies
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                                                                         Page 10



                   that have been identified, what portion of this is tied to
                   cross-selling between the two organizations? Thank you.


S. Wang:           David, the 60 to 120 million is, in our opinion, a
                   conservative estimate of synergies that are in those
                   categories that you have identified in your question. Because
                   these are very high-level preliminary estimates, it is not
                   clear that the way we sized each category is quite accurate.
                   So, roughly, what we would say that we believe, at this
                   point, for short-term synergies in material procurement and
                   overhead cost reduction, that we would have benefits through
                   those categories, the majority of the 60- to
                   120-million-dollar range.


                    The greater synergy, on the other hand, is revenue synergy,
                    and the belief is that the time to develop or close on some
                    of these transactions and have a meaningful impact on the
                    results would be a little bit more lengthy. So as a result
                    the current estimate is quite conservative and at the lower
                    end of-- less than half of the 60- to 120-million-dollar
                    range, but it is our belief, as I said, that the revenue
                    synergy is the primary synergy and, over the long term, that
                    is very difficult to quantify because the combination of the
                    capabilities would take us into new realms and significant
                    business rewards that are very, very broad in scope and
                    scale.


D. Parrish:        So in the short term, is it conceivable that we
                   could see 60 to 120 million in savings from material
                   procurement in SG&A? Or would we have to get cross-selling in
                   order to get to maybe the high end of that range?


S. Wang:           It's a very limited amount of cross-selling, as I said,
                   less than half of that range.


D. Parrish:        OK, thank you.


Operator:          Our next question comes from Jerry Labowitz with Merrill
                   Lynch. Please proceed.


Jerry Labowitz:    Yes, good morning, and congratulations. When you
                   look at the larger customer C-MAC has had, it's one of your
                   largest customers. In doing your due diligence and speaking
                   to customers, how do they feel about the consummation of this
                   transaction?


S. Wang:           Jerry, we-- both of us have very, very strong
                   relationships with Nortel. We, of course, are in constant
                   discussion with them well before this transaction, and we
                   understand their evolving needs. We believe that what we are
                   doing here meets a lot of their needs and is right in line
                   with the expectation that they have of our development
                   program to respond to their needs. We continue to believe
                   that the relationship is improving, and we have very high
                   confidence that this is going to be received very well by
                   Nortel.


                    Additionally, other customers have similar kinds of
                    requirements expressed to us more and more urgently
                    recently, and we believe that this combined capability again
                    will provide the strength, the depth of capability, and the
                    scale to be responsive to all the other customers'
                    requirements as well.


J. Labowitz:       Have they-- when you talked to them, have they
                   talked about the level of business being any different, going
                   down the road, compared to what it would be to each company
                   on its own?
   11
                                                                         Page 11



D. Wood:           Jerry, maybe I can answer that question, if I may. I
                   believe that the combined capabilities of Solectron and C-MAC
                   will enhance our position with C-MAC's largest customer. This
                   is something, of course, that they have always questioned
                   C-MAC and its ability to give them a full product and I think
                   that this is certainly going to give-- basically, as we
                   speak, today, new products are evolving continuously. It has
                   now become-- not time-to-market but time-to-pull production,
                   and, of course, cost plays a major role in this, and I think
                   that together-- I mean, if you look from a logistics point of
                   view, as an industry we are moving product around, you know,
                   from one plant to the other, and what we want to do is to
                   consolidate that so that we can support them. They are taking
                   our product, moving it to another facility.


                    What the OEMs are looking at in the future is that we will
                    have total order fulfillment. Basically, we will ship
                    directly to their customers, we'll support their
                    after-market, their repair, and what have you, and Solectron
                    has got a superb operation to handle that, and I think
                    they'll-- as we speak today, I think we are certainly in the
                    lead position, and anybody who wants to catch up will have
                    to start chasing us, because we're going to be that further
                    ahead.


J. Labowitz:        Thank you very much.


Operator:          Our next question comes from John McNaus with Needham and
                   Company.


John McNaus:       Yes, could you talk about the future interaction
                   between some of the products there of C-MAC and modular and
                   your technology solutions at Solectron?


S. Wang:           Sure, John. The products at C-MAC, I will defer to
                   Dennis to describe more accurately, tend to be at component
                   levels and primarily address the transportation electronics
                   industry with electronic components that are more broadly
                   applied for telecommunication and generally applied to
                   electronics requirements.


                    The technology solutions business unit of Solectron has
                    technology platforms that are very strong in memory modules,
                    embedded computing systems, board level and system level,
                    input/output devices, and continuing to expand into modular
                    designs on that primarily assembled to order. Typically, we
                    have standard modules that function very effectively, which
                    we customize to fit the OEMs requirements.


                    We believe that there is, again, not a lot of overlap, and
                    that the products will be complementary to serve a broader
                    range of requirements of our collective customers.


D. Wood:           Susan, I think you've answered that question extremely
                   well, and I think this is one of the major advantages. Your
                   question is well positioned. I think it basically points out
                   one of the major advantages of the combination of these two
                   customers because we have very, very good overlap. We'll now
                   be able to expand-- C-MAC will be able to expand their
                   product offering into the data processing computer market
                   and, of course, this will allow Solectron to do the reverse
                   in terms of our telecommunications component business and,
                   certainly, into the automotive business. The automotive and
                   transportation electronics sector is extremely large, and
                   we're starting these businesses very similar to the
   12
                                                                         Page 12



                    way we started C-MAC, where we started with the battery-feed
                    resistors I pointed out earlier.


                    Next time you're on a tarmac, you look at every plane that's
                    on that tarmac. Every one of them has a C-MAC product in it
                    -- pressure sensors, position sensors, bore sensors -- now
                    imagine if we take one of those sensors, put our expertise
                    into it, convince our OEM customers to say let us produce it
                    at a lower cost, take that 8-, 20-, 12-, 50-dollar sensor,
                    move it into a 5,000-dollar system with our embedded
                    computer systems and our operations. So I think it's a great
                    opportunity. It's got to be a win-win situation.


J. McNaus:          Thank you.


Operator:          Our next question comes from Michael Zimm with Goldman Sachs.
                   Please proceed.


Michael Zimm:      Yes, good morning and congratulations. Dennis or Ko, I
                   was wondering if you could address the automotive market? If
                   you could just talk a little bit more about the size of the
                   market that you see, the opportunity, and also, Ko, I think
                   you had mentioned that the automotive market you would expect
                   to begin to exceed its historical growth rate of 15 percent
                   or so. I would imagine that means in terms of the outsourcing
                   growth. Could you maybe give us a little bit more of a
                   definitive view of what kind of growth you expect from that
                   market?


D. Wood:           Michael, what I'd like to do is ask Sue Gunther to
                   respond to that question, if we may.


Sue Gunther:       Michael, we see a tremendous amount of opportunity.
                   Currently, TSI estimates that approximately 45-percent to
                   50-percent growth annually through 2004, and presently EMS
                   companies has only penetrated this market to the extent of
                   3.6 percent. More exciting than that is the fact that we have
                   the capability, we've grown from a component and a module
                   supplier to subsystem and eventually whole system supplier.
                   So as the electronic content in the car continues to increase
                   over the next 5 to 10 years, we see tremendous growth
                   opportunities based on the in-house technology that we've
                   developed, as well as all the intellectual property and keep
                   in mind that we actually have products in this part of our
                   business.


D. Wood:           All right, thank you. As we go forward, electronics are
                   going to be the differentiator in automotive sales in the
                   future.


K. Nishimura:      Well, you know, when you add that to the
                   complementary capability we have with the Sony acquisition of
                   a year ago, then QS9000 qualified, and we do put out complete
                   assemblies. So coming from the assembly side and coming from
                   the component side, I think we have a perfect match here to
                   really penetrate effectively the automotive industry
                   together.


M. Zimm:           And again, what size are you putting on this market in
                   terms of the total available opportunity?


D. Wood:           It's a minimum of 19 to 20 billion dollars. What we
                   really want of that for next year is 5 percent of it.
   13
                                                                         Page 13




S. Gunther:        It's also important to note that if you look at the
                   product that is currently available in the market in terms of
                   the multi-year contracts, it's estimated by Hanson to be
                   about 30 billion dollars. So there's just a tremendous amount
                   of opportunity, and we're seeing a great deal of flexibility
                   from the OEMs in terms of putting together a creative
                   solution that will lower their overhead cost structure,
                   which, as we all know, is quite high at this point in time.


M. Zimm:           And are you getting the sense that the divestiture
                   theme is going to now start to fully develop in the
                   automotive market?


S. Gunther:        It already has, yes.


D. Wood:           I think that's one of the advantages of the combination
                   of Solectron and C-MAC -- it will position us to be able to
                   take advantage of these transactions because they are a major
                   transaction. We're not looking at 50-million, 100
                   million-dollar transactions. I mean, these are billion-dollar
                   transactions, and we need the critical mass to be able to do
                   it.


M. Zimm:           Thank you.


Operator:          Paul Fox with Banc of America Securities, please proceed with
                   your question.


Paul Fox:          Hi, my congratulations, too. Can you also talk about the
                   system assembly opportunity? Would you size that in the
                   billions or the tens of billions? You've been saying for a
                   couple of years that the industry trend was ready to start
                   there. Would you say now that it is imminent and are you even
                   better positioned for that now? The size of that, I'd like
                   you to get to.


S. Wang:           I'll see if I can take a crack at this. The systems
                   business needs to be separated between the low end, typically
                   the high-volume commodity-like products to semi-custom, which
                   we need to address in the build-to-stock or build-to-forecast
                   model. We also have mid-range increasing complexity
                   requirements for build-to-order, and then highly customized,
                   high-end, large-frame, complex, build-to-order type of
                   systems.


                    The marketplaces are roughly defined this way -- for
                    build-to-stock, we're looking at things like PCs, notebooks,
                    cell phones, printers, set-top boxes, and some small
                    form-factor devices. Mid-range, we're looking at things like
                    network routers, switches, mid-range service, some medical
                    equipment, storage-type systems, and some level of
                    industrial control products. At the complex end, we're
                    looking at enterprise computing, storage area networks,
                    central office switches, cellular infrastructure and
                    equipment instrumentation and test-type products.


                    The total market estimated is obviously very large, and it
                    adds up to 900 billion or so. The system content of this
                    business, if you exclude the printed circuit board content,
                    would be a number, and then you would have the printed
                    circuit board content, depending on whether you sell the
                    printed circuit board through as part of the system. So the
                    definition is a bit problematic. So depending on how you
                    define this market, you could add up the system assembly,
                    without PC board, and come up with 500, 600 billion dollars
                    easily.


D. Wood:            So there's lots of room.

   14
                                                                         Page 14



P. Fox:            And would you say that's about to accelerate as part of
                   your business, to a large degree?


S. Wang:           Absolutely, Paul. Solectron has been discussing a
                   strategy and has been systematically deploying it to address
                   more systems requirements, especially to provide a more
                   complete supply chain solution, and it is our expectation and
                   plan to increase the systems assembly business to represent
                   significantly more than what we have today. Forty percent to
                   60 percent of our business should migrate toward system
                   assembly.


                    There are, of course, different ways to approach that. We
                    can do very high-volume, low-end system assembly that can
                    bring in a lot of top line, but it comes with a different
                    set of challenges than the complex high-end arenas that we
                    believe that C-MAC would significantly enhance our ability
                    to pursue. Remember, also, that Solectron has acquired
                    Shinei, which is an enclosure company that would help us
                    with the low-to-mid range system needs.


                    In this case, with C-MAC, we have capability for
                    large-frame, high-end, that currently addresses the
                    telecommunication and networking markets, but can, in fact,
                    be very helpful to help us with high-end computing and also
                    to help us establish high-end capability in Asia, where we
                    believe, in short- to medium-term, presence in Asia for
                    large-frame assembly would be very relevant.


                    So when we look at the opportunities and the customers'
                    accelerated demand of the fully integrated supply chain
                    solution, we're looking at opportunities that are very
                    sizable, where the OEM really wants a top-tier partner to be
                    effectively a general contractor to manage the whole supply
                    chain and makes the appropriate decision whether we make it
                    or buy it on their behalf is something that they would be
                    happy for us to handle on their behalf.


                    So the near-term expectation is the systems business will
                    grow, and I don't know right now whether the high end or the
                    low end is going to grow more rapidly, because these awards
                    come in big chunks, and so from time to time you could have
                    a SKU between the low end and high end. The product mix is
                    typically a situation that we just respond to.


P. Fox:             Thanks.


Operator:          Our next question comes from Alex Blanton with Ingalls and
                   Snyder.


Alex Blanton:      Susan, I'd like to change the subject and switch
                   over to the guidance that you just issued for fiscal 2002.


S. Wang:           OK.


A. Blanton:        Would you agree that there is a tremendous amount of
                   new business under discussion being negotiated among the
                   top-tier providers and the OEMs? I've seen estimates 15
                   billion to 20 billion dollars currently under negotiation.
                   Would you agree with that?
   15
                                                                         Page 15



S. Wang:           Alex, I absolutely agree with that. There is very, very
                   large pipeline of large transactions under discussion. As you
                   know, the timing for conclusion-- successful conclusion and
                   the ramp-up and transition is not easily predictable.


A. Blanton:        Oh, right, but your guidance, I assume, doesn't
                   include any of that.


S. Wang:           That is correct.


A. Blanton:        OK.


S. Wang:           Guidance is-- let me just give you the basic
                   assumption.


A. Blanton:        Yes, good.


S. Wang:           We've looked at the fourth quarter situation. We are
                   seeing stability in the forecast. So at the 3 billion to 3.5
                   billion dollar level quarterly run rate, we are seeing the
                   forecast pretty much flattening out at that level, and it's
                   been like that for several consecutive weeks. We are
                   encouraged by that. We are not providing any prognosis as to
                   whether it's going to stay that way, go down, or go up.
                   Obviously, we hope that it's going to go up, but for planning
                   purposes, in order to give you some indication of how we're
                   going to deal with the situation, and to guide ourselves as
                   to how we restructure the organization to ensure that we
                   would maintain and bring our margins back to the normal
                   operating levels, we have chosen to assume flatness in the
                   base business for the whole fiscal year 2002.


A. Blanton:        OK-- that's what I'm getting at.


S. Wang:           We do have, Alex, some new business awards that we have
                   factored into the second half of the year as they ramp up,
                   and that's how you see the number billed to the 16 to 18.5
                   billion.


A. Blanton:        But there are already awarded, right? And you don't
                   have any accretion from C-MAC in there, either?


S. Wang:           That's correct.


A. Blanton:        My question is -- given that people are talking
                   about all of this very openly and among the analysts there
                   have been various estimates and surveys done of the
                   tremendous amount of new business out there and some of your
                   competitors talked about a huge year next year. I was just
                   wondering what the logic is of issuing an earnings forecast
                   that assumes none of that ever happens?


S. Wang:           Well, Alex, it's not exactly an earnings forecast. What
                   we indicated was we planned this business level and assuming
                   the flatness and excluding all acquisitions--


A. Blanton:        -- why would you do that, Susan? I mean, why assume
                   flatness when we all know that's not going to happen?


S. Wang:           Well, I'm saying the economic picture as opposed to the
                   new business. Now, as you recall, a year and a half or two
                   ago, when we tried to make a judgment as to how much new
                   business would be acquired and when it would be factored into
   16
                                                                         Page 16



                    the year, we had a very negative reception on the Street for
                    being not precise on the timing. At the end of the day, we
                    made the numbers, OK, but during the year we were not
                    forgiven-- for four quarters-- to why we weren't precise on
                    the numbers.


A. Blanton:        Well, I think that was a mistake. I mean, you can't
                   be precise, but neither, I don't think, should you make a
                   forecast that has zero chance of occurring.


S. Wang:           As I said, it's not a forecast, Alex. I appreciate what
                   you're saying, and what we're saying is that this is our
                   current plan of record, with a lot of new business that's
                   being developed, and we intend to update you frequently.


A. Blanton:        Perhaps we should look at this as sort of an
                   indication of what would happen hypothetically if there was
                   no new business awards for you in the next year, and then at
                   the basis for making estimates on top of that. Would you say
                   that's a good idea?


S. Wang:           We'll look into it, Alex.


A. Blanton:         [laughs] OK, thank you.


Operator:          Our next question comes from Thomas Hopkins with Bear
                   Stearns.


Thomas Hopkins:    Yes, congratulations, Susan. Can you hear me?


S. Wang:           Yes, Tom. Thank you.


T. Hopkins:        Just following up very briefly on the last question
                   with a little different perspective -- many companies aren't
                   issuing guidance at all for the next couple of quarters out,
                   and most EMS companies have been only issuing guidance one
                   quarter at a time. What has changed, or how have you gotten
                   comfortable enough, I guess, to go ahead and give-- I was
                   surprised that you would even give fiscal 2002 guidance.


S. Wang:           Tom, thank you for the follow-up question from this
                   perspective. Because of a major transaction of this nature,
                   we felt that it was helpful to at least give you a base plan
                   so that you can determine in your models how this transaction
                   can be accretive.


T. Hopkins:        OK. Yeah, that's great. That makes sense. The
                   other-- just technical question is-- can you hear me, Susan?


S. Wang:           Yes.


T. Hopkins:        OK-- I just want to be clear about the vertical
                   integration element of C-MAC. Can you break down-- or maybe
                   someone there can break down for us, you know, how much of
                   their revenue C-MAC has is box bill versus PCBA, and how much
                   of their revenue is any kind of assembly service -- box bill
                   or PCA, versus how much of their revenue comes from any kind
                   of vertical components? Say, enclosure, bare board, resistor,
                   whatever?


D. Wood:           In effect, if you look at the C-MAC process, if you
                   take-- we'll use the last fiscal year, which most of us might
                   get rid of that year, but let's that one as an
   17
                                                                         Page 17



                    example, where we sold 2.5 and change billion dollars
                    Canadian. In effect, to get to that 2.5 billion dollars, we
                    actually produced 3.1 billion. So, I mean, it is a totally
                    different process in terms of selective vertical
                    integration, and, of course, those numbers were eliminated
                    to come down. So you need the infrastructure to be able to
                    do that. What this allows you to have is considerably higher
                    gross margins, and you're working in more of a pseudo-OEM
                    model because, within that, you have intellectual property
                    and proprietary components, and what have you. It is
                    certainly something that we-- at the systems level, it
                    builds up.


                    I mean, if you look at our model, and we go all the way from
                    design, all the way from the-- up to the top of the system,
                    as you move up that system, you end up with considerably
                    less-- smaller and smaller and smaller gross margins. So
                    this is why volume is not the total answer and, of course,
                    we, as a new industry at the EMS level, we have been pushed
                    for top-line growth, and it's one of the things that we have
                    kind of stayed away from, rightly or wrongly, but-- and it's
                    worked.


                    What the goal is, is to have, because of our 40-percent
                    rule, where we try not to buy anymore than 40 percent of our
                    own produced product, in house, because it keeps us
                    best-in-class, gives us the right disciplines, but when
                    times are difficult like they are today, we pull them back
                    in. So in effect, what we try to do, if we were to sell 2.5
                    billion dollars or 3 billion, only 40 percent of that would
                    be at the systems level.


T. Hopkins:        OK. So I guess what that implies is that 40 percent
                   would be systems box bill, and the other 60 percent would be
                   some kind of vertical component -- an enclosure, cable
                   assembly, a resistor, or something like that?


D. Wood:           You mentioned PCBA. In our case we only build PCBAs for
                   our own utilization within our subsystems and systems. The
                   majority of our customers acquire their PCBA from another EMS
                   company.


T. Hopkins:        OK.


D. Wood:           Here's the real value-add that we-- a lot of the
                   value-add that this combination brings.


T. Hopkins:        Great, thank you.


Operator:          Todd Copeland with CIBC World Markets. Please proceed.


Todd Copeland:     Yeah, good morning. I'm just wondering -- C-MAC has
                   some vertical capabilities that have not been traditionally
                   Solectron's, such as the printed circuit board fabrication
                   and some other activities, and I'm wondering if you can just
                   lay out for you, where Solectron is going from a vertical
                   perspective? It seems like you're moving a little bit away
                   from the business model that you talked about before. So just
                   give us some perspective on that. Thank you.


K. Nishimura:      This is Ko. Certainly, what we've-- if you notice
                   what we've done is, we have moved vertically and [audio
                   break] just like C-MAC has. We come from the assembly side,
                   and so you can see that we took on the design side first, on
                   embedded microprocessors, memories, and data I/O, and we have
                   gone that way. So we have also picked up Shinei, which does--
                   at the smaller form factor,
   18
                                                                         Page 18



                    power package and cooling, and they also have a very
                    interesting-- had an interesting capability-- it's been
                    integrated at Solectron, which is industrial design, and so
                    we are looking at things selectively, and the higher-- in
                    the area of-- some of the area that C-MAC possesses,
                    especially in the fab area. We will do limited scale for and
                    make-buy decision on a scale side, but certainly in order to
                    maintain and be able to keep pace with technology in the
                    engineering side of this, we will do some of that now.


T. Copeland:       And should we read into that, that you may see
                   Solectron scaling up some of these other areas, such as the
                   fab business, like you've seen some of your competitors?


K. Nishimura:      No, I don't think-- that was the point I'm trying
                   to make -- there's a difference between having technology
                   capability and engineering excellence versus making a
                   large-scale and volume production. In our case, we're going
                   to be technology-driven and we have-- since we have a huge
                   supply-based organization, we'll probably end up buying most
                   of it, but on the other hand, it also helps us with our
                   supply base in terms of enhancing our supply base's knowledge
                   in order to be able to keep up with the market trends.


T. Copeland:       Great, and just-- could you-- a technical question
                   -- could you just pro forma Solectron's 10-percent customers
                   post this deal? So give us a sense where Nortel goes to and
                   your other 10-percenters? Thanks very much.


S. Wang:           We don't think that there's going to be significant
                   change in the top 10. We have, from time to time, the over
                   10-percent customers, being Nortel, Ericsson, or Cisco, and
                   the business level from quarter-to-quarter does move around a
                   bit. In aggregate, we believe that these three customers
                   should still show up from time to time in 10 percent or over.
                   Exactly where it comes over is not necessarily clear.
                   Sometimes the range of total business concentration, so to
                   speak, if you want to look at this as concentration, it's
                   somewhere in the 8-percent to 15-percent level. So even on
                   the Nortel account situation, depending on the program's
                   requirements, the inventory situation, and so forth, I would
                   say that after the combination, we could still be somewhere
                   in the 8-percent to 15-percent range.


T. Coupland:       Great, thank you.


Operator:          Mark Lucey with TD Newcrest, please proceed.


Mark Lucey:        Hi. I'm out of the office. I didn't get some of the
                   technical details on the deal itself. Is there a lockup or is
                   there a break fee? What kinds of arrangements have been made
                   to ensure the deal goes through as planned? What are the
                   critical cost items on the approval? Is it Canadian approval
                   or are there other kinds of items there that you see as a
                   critical path item? Then on the business question, if I may,
                   the synergies associated with the revenue side of the
                   equation, given that C-MAC has now put a sharper pencil on
                   its Q3 guidance, is there an implication there that this deal
                   will solidify the outlook and perhaps we'll even see, prior
                   to closing, some results of the pending deal in actual
                   revenues of the respective companies? Thank you.


K. Nishimura:      OK, Mark, it's Ko. I'll answer some of these
                   questions. In terms of a lockup, there is no lockup. In terms
                   of a break fee, there is a 75 million dollar U.S.
   19
                                                                         Page 19




                    breakup fee. In terms of the path, I mean, basically you
                    have two shareholder meetings needed here. You need
                    shareholder approval-- existing Solectron and shareholder
                    approval, and you also need shareholder approval-- C-MAC
                    shareholder approval-- to agree for the plan of arrangement.
                    This is a transaction which is structured as a plan of
                    arrangement.


                    You need and, Susan correct me if I am wrong, but Solectron
                    shareholder approval is to allow Solectron to issue the
                    number of shares required to do the transaction. So that's
                    really the reason for that approval. In our case, in the
                    case of C-MAC, is to agree to this converger, essentially.


S. Wang:           I believe that the requirements for a shareholder vote
                   are as follows: for C-MAC shareholders, we need 66 2/3
                   percent vote for. For Solectron, we need 50 percent of the
                   vote [background noise].


M. Lucey:          And is there going to be a listable exchange vote for
                   Canadian trading?


K. Nishimura:      Yes, it will be listed on the TSE.


M. Lucey:          All right. So-- and how about the revenue synergy
                   question prior to closing? What efforts are being taken to go
                   after some of the large business that is out there that you
                   would benefit from the combination on it? So what do you do
                   in the meantime?


D. Wood:           Mark, until such time as this is a done deal, we have
                   to work as independent companies. We will continue to run our
                   business as usual, and, of course, some of our strategy in
                   terms of our forward-looking position, we will certainly
                   exchange, but in terms of our everyday business, it will be
                   business as usual for both companies.


                    At the present time, we do supply-- I mean, Solectron is one
                    of our top 10 customers, and, hopefully, they'll continue to
                    do business with us.


M. Lucey:          Great, thank you -- and the rationale for putting a
                   sharper focus on Q3? Are there any business conditions from
                   C-MAC's perspective that you decided to put a sharper point
                   on that Q3 number?


K. Nishimura:      Well, the reason why we did provide the guidance
                   for Q3 was really in the context of this transaction.
                   Solectron has put out guidance for the following quarters and
                   for next year-- for their next fiscal year, and so we felt
                   that, you know, to be consistent and to support Solectron's
                   guidance, going forward, that it was needed for us to be more
                   precise on how we saw the rest of the year unfold,
                   quarter-by-quarter.


M. Lucey:          OK. I guess, by that logic, you would have to give
                   some sort of view on the '02 kind of outlook as well, too, to
                   be consistent with Solectron.


K. Nishimura:      The reason we haven't given guidance on '02 is our
                   year-end is December. Solectron's year-end being August,
                   Solectron is in a position today to provide guidance for
                   their next fiscal year, whereas in our case, we're actually
                   just starting the budgeting process for next year. So it was
                   too early for us to really come out with any guidance for
                   next year. We really have to complete the budgeting process.
   20
                                                                         Page 20




M. Lucey:          Great. Thanks a lot, guys.


S. Wang:           We have time for one more question.


Operator:          Jeff Rosenberg with William Blair, please proceed.


Jeff Rosenberg:    Morning. I just wanted to ask a little bit more
                   about the guidance and the restructuring. I mean, Susan, can
                   you describe what this guidance implies in terms of-- what
                   the restructuring implies in terms of where you'll be in
                   terms of operating margin, going forward, and, in other
                   words, to the revenue level that you're at, at what point did
                   you expect to be able to see operating margins come back up
                   to historical levels?


S. Wang:           The restructuring plan objective is to bring us back to
                   the historical operating margin levels, but, of course, it's
                   not going to come immediately. There's a period in which we
                   implement the actual restructuring events. The original
                   restructuring plan that we discussed on June 18 tried to size
                   the business to a 4.5 billion dollar quarterly run rate. If
                   we believe that the business is going to stay closer to the 3
                   billion to 3.5 billion-dollar level, this restructuring would
                   allow us to, over several quarters, target the 5-percent to
                   5.5-percent operating margin levels. As I said, because it
                   takes time to cut in these changes, initially we would be
                   looking to 2 to 2.5, going up to 3, 3.5, and then
                   incrementally improving quarter-by-quarter.


                    The maximum number of the 210 is to achieve this 3
                    billion-dollar to 3.5 billion-dollar sizing. If we see, in
                    the next couple of weeks, that things are not just
                    stabilizing but they, in fact, pick up, we may not trigger
                    the entire event. So we're still indicating to you the plan
                    that we are prepared to deploy if we believe that things are
                    going to stay flat for a bit yet.


J. Rosenberg:      Is there anything in this additional charge, or
                   the 58 million-dollar charge, that relates to situations with
                   inventories?


S. Wang:           Yes, it would be the total exposure of receivables and
                   inventory, possibly there could be some mitigation, but-- and
                   also, possibly, some of the companies that are near
                   bankruptcy and may still be resolvable, but it will be the
                   entire exposure of the smaller companies that, as I said
                   before, are in or near bankruptcy.


J. Rosenberg:      That's in the 58? Or is there anything related to
                   inventory in the 210?


S. Wang:           No. The 210 is similar to what we discussed before --
                   severance-related, facilities-related, and equipment
                   write-off.


J. Rosenberg:      Just one last thing on inventories -- as you made
                   your way through the quarter, any revised outlook on what
                   type of inventory reduction you expect to see this quarter?


S. Wang:           We expect to see meaningful reductions.


J. Rosenberg:      So conditions with what you said on the last call,
                   500 million to a billion?
   21
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S. Wang:           It's very difficult to be precise because of timing for
                   when you are able to settle up is, again, very difficult to
                   call, but we are certainly shooting for that level, and we're
                   not resting at that level. There's still work to be done, and
                   we are pleased that we're making good progress, but I can't
                   say that we are satisfied that the inventory is where we want
                   it to be.


J. Rosenberg:      OK, thanks a lot.


S. Wang:           Thank you. Thank you, everyone, for participating, and
                   we will be pleased to report progress to you, and, hopefully,
                   as some of the new business development activities conclude,
                   that we would be talking to you on a frequent basis. Thank
                   you and good morning.


Operator:          Ladies and gentlemen, that does conclude your conference call
                   for today. We thank you for your participation and ask that
                   you please disconnect your line.
   22
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              We encountered the following in your conference call:


At points of the call that were inaudible, we have put a note either stating
[inaudible] or [unintelligible] or [background noise] or [audio break] or
denoted by a short blank line.
   23
Additional Information and Where to Find It

Solectron plans to file a registration statement on Form S-4 in connection with
the combination and plans to mail a proxy statement/prospectus containing
information about the combination. C-MAC plans to distribute a circular to its
shareholders containing information about the combination. Investors and
security holders are urged to read the registration statement, the proxy
statement/prospectus and the circular carefully when they are available. The
registration statement, the proxy statement/prospectus, and the circular will
contain important information about Solectron, C-MAC, the combination, the
persons soliciting proxies relating to the combination, their interests in the
combination, and related matters. Investors and security holders will be able to
obtain free copies of the U.S. documents through the Web site maintainedby the
SEC at www.sec.gov. Free copies of the proxy statement/prospectus may also be
obtained from Solectron by mail to Solectron Corporation, 777 Gibraltar Drive,
Milpitas, CA 95035, Attention: Investor Relations. Solectron's telephone number
is 408-957-8500. Copies of the circular will be available to the public on the
System for Electronic Document Analysis and Retrieval maintained by the Canadian
Securities Administrators at www.sedar.com.

In addition to the registration statement and the proxy statement/prospectus,
Solectron files annual, quarterly and special reports, proxy statements and
other information with the SEC. C-MAC files annual and quarterly financial
statements, annual reports, annual information forms, management proxy circulars
and other documents and information with the Canadian Securities Administrators
in Canada and annual and special reports with the SEC. You may read and copy any
reports, statements or other information filed with the SEC by Solectron or
C-MAC at the SEC Public Reference Rooms at 450 Fifth Street NW, Washington, DC
20549 or at any of the SEC's other public reference roomsin New York, Chicago
and Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Solectron's filings with the SEC are also available
to the public from commercial document-retrieval services and at the Web site
maintained by the SEC at www.sec.gov. Since January 1997, C-MAC's filings with
the Canadian Securities Administrators are available to the public on the System
for Electronic Document Analysis and Retrieval maintained by the Canadian
Securities Administrators at www.sedar.com.

Information Concerning Participants

Solectron, C-MAC and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from
Solectron and C-MAC stockholders in favor of combination. Information concerning
the participants in the solicitation will be set forth in the proxy
statement/prospectus.