8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   May 3, 2002

FLEXTRONICS INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore

(State or Other Jurisdiction of Incorporation)

0-23354	Not Applicable
(Commission File Number)	(IRS Employer Identification No.)
36 Robinson Road, #18-01, City House, Singapore (Address of Principal Executive Offices)	068877 (Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

(65) 299-8888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 7: Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 16.01

Item 4. Changes in Registrant’s Certifying Accountant.

         On May 3, 2002, the Audit Committee of the Company’s Board of Directors determined that it would replace Arthur Andersen LLP as the Company’s independent auditors and resolved, subject to the approval of the Company’s shareholders, to appoint Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2003 in place of Arthur Andersen LLP. For Singapore statutory law purposes, the appointment of Deloitte & Touche LLP will be subject to and submitted for the approval of the Company’s shareholders at the Company’s 2002 Annual General Meeting.

         The report of Arthur Andersen LLP for the fiscal years ended March 31, 2002 and March 31, 2001, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended March 31, 2002 and March 31, 2001, and the interim period from April 1, 2002 through May 3, 2002, there were no disagreements between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Arthur Andersen LLP would have caused it to make reference to the subject matter of the disagreement in connection with its report. No reportable event, as described in Item 304(a)(1)(v) of Regulation S-K, has occurred within the Company’s fiscal years ended March 31, 2002 and March 31, 2001, or the interim period from April 1, 2002 through May 3, 2002.

         The Company has provided Arthur Andersen LLP with a copy of the disclosures contained herein. At the Company’s request, Arthur Andersen LLP has provided it with a letter addressed to the Securities and Exchange Commission, dated May 6, 2002, stating that it agrees with the statement made by the Company in this Item 4. A copy of this letter is filed herewith as Exhibit 16.01.

         During the fiscal years ended March 31, 2002 and March 31, 2001, and the interim period from April 1, 2002 through May 3, 2002, the Company did not consult with Deloitte & Touche LLP on (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte & Touche LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or reportable event.

Item 7: Financial Statements and Exhibits.

         (c)  Exhibits.

         The following exhibits are filed herewith:

Exhibit No.	Exhibit Title
16.01	Letter addressed to the Securities and Exchange Commission, dated May 6, 2002, from Arthur Andersen LLP, the Registrant’s independent auditors, regarding its concurrence with the statements made by the Registrant in Item 4 of this report.

SIGNATURE

         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.

	FLEXTRONICS INTERNATIONAL LTD.
Date:  May 8, 2002	By:	/s/ Robert R.B. Dykes
		Robert R. B. Dykes President, Systems Group and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Title
16.01	Letter addressed to the Securities and Exchange Commission, dated May 6, 2002, from Arthur Andersen LLP, the Registrant’s independent auditors, regarding its concurrence with the statements made by the Registrant in Item 4 of this report.

EX-16.01 3 f81437ex16-01.txt EXHIBIT 16.01 EXHIBIT 16.01 [Letterhead of Arthur Andersen LLP] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 6, 2002 Dear Sir/Madam: We have read the first three paragraphs of Item 4 included in the Form 8-K dated May 3, 2002 of Flextronics International Ltd. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP cc: Mr. Robert R. B. Dykes, Chief Financial Officer, Flextronics International Ltd. -----END PRIVACY-ENHANCED MESSAGE-----

EX-16.01

                                                                   EXHIBIT 16.01


                       [Letterhead of Arthur Andersen LLP]




Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

May 6, 2002

Dear Sir/Madam:

We have read the first three paragraphs of Item 4 included in the Form 8-K dated
May 3, 2002 of Flextronics International Ltd. to be filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.

Very truly yours,

/s/  Arthur Andersen LLP

Arthur Andersen LLP

cc: Mr. Robert R. B. Dykes, Chief Financial Officer, Flextronics International
    Ltd.