SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

FLEXTRONICS INTERNATIONAL LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror)

Options to Purchase Ordinary Shares, no par value
(Title of Class of Securities)

Y2573F102
(CUSIP Number of Ordinary Shares Underlying Class of Securities)

Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)

With copies to:

Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000

CALCULATION OF FILING FEE

Transaction Valuation(*)	Amount of Filing Fee(*)
Not applicable	Not applicable

(*)	Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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

þ	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
o	third party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
þ	issuer tender offer subject to Rule 13e-4	o	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer:     o

Explanatory Note

     Attached as Exhibit 99.1 is an e-mail dated July 13, 2009 from Michael M. McNamara, Paul Read and Paul Humphries announcing (i) approval by the shareholders of Flextronics International Ltd. (the “Company”) of amendments to the certain of the Company’s existing equity incentive plans to permit the Company’s proposed Option Exchange Program and (ii) the anticipated launch of the Option Exchange Program on July 14, 2009.

Additional Information About the Option Exchange Program and Where to Find It

The Option Exchange Program described in the attached e-mail has not yet commenced. Even though shareholder approval has been obtained, the Company may still decide not to implement the Option Exchange Program. If the Option Exchange Program is commenced, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”). Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement and other related materials carefully when they become available because they will contain important information about the Option Exchange Program.

The Company will deliver the Option Exchange Program documents to all eligible employees free of charge when the Option Exchange Program commences, and the Company’s shareholders and option holders will be able to obtain these written materials and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by the Company with the SEC by writing the Company at its principal U.S. offices at: Flextronics International Ltd., 2090 Fortune Dr., San Jose, California 95131 U.S.A.

Item 12. Exhibits.

Exhibit
No.	Description
99.1	Announcement e-mail from Michael M. McNamara, Paul Read and Paul Humphries, dated July 13, 2009.

2

EX-99.1

Exhibit 99.1

Announcement

Approval of Flextronics Stock Option Exchange Program

Hello,

We are pleased to announce that Flextronics’s shareholders approved at our Extraordinary General meeting today our proposal to offer eligible employees an opportunity to participate in a one-time, voluntary Stock Option Exchange Program.

As previously communicated, Flextronics’s Management, as well as our Board of Directors, believes that providing eligible employees with the opportunity to exchange current “out-of-the-money” stock options (which for this purpose are those at an exercise price of $10 or more) for fewer options at a current exercise price will be in the best interests of our employees and shareholders. We are encouraged by our shareholders’ support of this initiative, and believe that this is a strong and positive statement that recognizes all of your hard work, commitment and contribution to our success.

Equity compensation is an important element of our total rewards offering. As we have stated publicly, we believe that the option exchange program will reinforce the retention and motivation of our top talent, and will allow eligible employees to share in the rewards of Flextronics’s success. This program aligns our shareholders’ interest with yours — if we are successful in performing to our stated objectives and creating value and share price appreciation, you will benefit personally as will our shareholders.

Eligible employees will receive a message from Stock Administration tomorrow that will officially launch our Stock Option Exchange Program. This email will provide details on how to access the secure website, links to the offering materials explaining how the Exchange Program works, and will guide you step by step through the process to make your election. The email and materials will also explain timelines for participation — don’t miss the important deadline.

Stay tuned for more information in your email tomorrow, and thanks again for all your hard work.