SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 to
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(**)
$38,742,919	$	2,162

(*)

Estimated solely for purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase shares of the issuer’s ordinary shares that may be eligible for exchange in the offer will be tendered pursuant to the offer. These options cover an aggregate of 29,785,719 shares of the issuer’s ordinary shares and have an aggregate value of $38,742,919 as of July 10, 2009, calculated based on a Black-Scholes option pricing model.

(**)

The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the Amount of Filing Fee and should not be used for any other purpose.

þ 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: $2,162	Form or Registration No.: 005-46275
Filing Party: Flextronics International Ltd.	Date Filed: July 14, 2009

o 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

TABLE OF CONTENTS

	Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(1)(L)
EX-99.(A)(1)(M)

     This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed by Flextronics International Ltd. (the “Company”) with the Securities and Exchange Commission on July 14, 2009, relating to an offer by the Company to certain of its employees to exchange some or all of their outstanding options to purchase the Company’s ordinary shares for fewer replacement stock options with exercise prices equal to the closing price of the Company’s shares on the date of grant.

     Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein.

Item 12. Exhibits.

Exhibit
No.	Description
(a)(1)(A)*	Offer to Exchange Certain Stock Options for Replacement Stock Options, dated July 14, 2009
(a)(1)(B)*	Paper Election Form
(a)(1)(C)*	Option Exchange Program Q&A, dated July 14, 2009
(a)(1)(D)*	Announcement of the Launch of the Exchange Offer, dated July 14, 2009, from Flextronics International Ltd. Stock Administration
(a)(1)(E)*	Form of E-mail to Employees with Login ID
(a)(1)(F)*	Screen Shots from Exchange Offer Website
(a)(1)(G)*	Form of Online Agreement to Terms of Election
(a)(1)(H)*	Form E-mail Confirming Declined Offer
(a)(1)(I)*	Form E-mail Confirming Accepted Offer
(a)(1)(J)*	Form of Reminder E-mail
(a)(1)(K)*	Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (filed with the Securities and Exchange Commission on May 20, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(a)(1)(L)	Form of Communication regarding Employee Stock Option Exchange Webinar
(a)(1)(M)	Webinar Presentation on Option Exchange Program
(b)	Not Applicable
(d)(1)	Flextronics International Ltd. 2001 Equity Incentive Plan (filed as Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(2)	Flextronics International Ltd. 2002 Interim Incentive Plan (filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(3)	Flextronics International Ltd. 2004 Award Plan for New Employees (filed as Exhibit 10.03 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(4)	Solectron Corporation 2002 Stock Plan (filed as Exhibit 10.05 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(5)	Flextronics International Ltd. 1993 Share Option Plan (filed as Exhibit 10.04 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)

2

Exhibit
No.	Description
(d)(6)	Chatham Technologies, Inc. 1997 Stock Option Plan (filed as Exhibit 10.06 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(7)	The Dii Group, Inc. 1994 Stock Incentive Plan (filed as Exhibit 10.07 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(8)	Palo Alto Products International Pte., Ltd. 1996 Share Option Plan (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 with the Securities and Exchange Commission on April 13, 2000 (SEC File No. 333-34698) and incorporated herein by reference)
(d)(9)*	Form of Flextronics International Ltd. 2001 Equity Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(10)*	Form of Flextronics International Ltd. 2001 Equity Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(d)(11)*	Form of Flextronics International Ltd. 2002 Interim Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(12)*	Form of Flextronics International Ltd. 2002 Interim Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(d)(13)*	Form of Solectron Corporation 2002 Stock Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(14)*	Form of Solectron Corporation 2002 Stock Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(g)	Not applicable
(h)	Not applicable

* Previously Filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	FLEXTRONICS INTERNATIONAL LTD.
Date: August 3, 2009	By:	/s/ Paul Read
		Name:	Paul Read
		Title:	Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
No.	Description
(a)(1)(A)*	Offer to Exchange Certain Stock Options for Replacement Stock Options, dated July 14, 2009
(a)(1)(B)*	Paper Election Form
(a)(1)(C)*	Option Exchange Program Q&A, dated July 14, 2009
(a)(1)(D)*	Announcement of the Launch of the Exchange Offer, dated July 14, 2009, from Flextronics International Ltd. Stock Administration
(a)(1)(E)*	Form of E-mail to Employees with Login ID
(a)(1)(F)*	Screen Shots from Exchange Offer Website
(a)(1)(G)*	Form of Online Agreement to Terms of Election
(a)(1)(H)*	Form E-mail Confirming Declined Offer
(a)(1)(I)*	Form E-mail Confirming Accepted Offer
(a)(1)(J)*	Form of Reminder E-mail
(a)(1)(K)*	Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (filed with the Securities and Exchange Commission on May 20, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(a)(1)(L)	Form of Communication regarding Employee Stock Option Exchange Webinar
(a)(1)(M)	Webinar Presentation on Option Exchange Program
(b)	Not applicable
(d)(1)	Flextronics International Ltd. 2001 Equity Incentive Plan (filed as Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(2)	Flextronics International Ltd. 2002 Interim Incentive Plan (filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(3)	Flextronics International Ltd. 2004 Award Plan for New Employees (filed as Exhibit 10.03 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(4)	Solectron Corporation 2002 Stock Plan (filed as Exhibit 10.05 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(5)	Flextronics International Ltd. 1993 Share Option Plan (filed as Exhibit 10.04 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(6)	Chatham Technologies, Inc. 1997 Stock Option Plan (filed as Exhibit 10.06 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(7)	The Dii Group, Inc. 1994 Stock Incentive Plan (filed as Exhibit 10.07 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009 (SEC File No. 000-23354) and incorporated herein by reference)
(d)(8)	Palo Alto Products International Pte., Ltd. 1996 Share Option Plan (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 with the Securities and Exchange Commission on April 13, 2000 (SEC File No. 333-34698) and incorporated herein by reference)

4

Exhibit
No.	Description
(d)(9)*	Form of Flextronics International Ltd. 2001 Equity Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(10)*	Form of Flextronics International Ltd. 2001 Equity Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(d)(11)*	Form of Flextronics International Ltd. 2002 Interim Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(12)*	Form of Flextronics International Ltd. 2002 Interim Incentive Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(d)(13)*	Form of Solectron Corporation 2002 Stock Plan Notice of Grant of Stock Option and Share Option Agreement for U.S. Employees
(d)(14)*	Form of Solectron Corporation 2002 Stock Plan Notice of Grant of Stock Option and Share Option Agreement for non-U.S. Employees
(g)	Not applicable
(h)	Not applicable

* Previously Filed

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EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

Employee Stock Option Exchange Webinar

As previously communicated, on July 14, we initiated the Tender Offer period for the Flextronics Stock Option Exchange Program. Eligible employees have until 2:00 PM Pacific time on August 11^th to decide whether they want to tender their existing underwater options for a smaller number of newly issued options at the new grant price. Because the closing date is rapidly approaching, Flextronics is holding an Employee Exchange Webinar to address outstanding questions or concerns.

The purpose of the Webinar is to provide information about the stock exchange program to eligible participants. The call, co-hosted by Flextronics and UBS, will provide information regarding the exchange process and will include examples of eligible awards. Following the presentation, a question and answer session will be held. Feel free to submit questions in advance to stock.admin@flextronics.com if you would like us to address your inquiry during the Webinar.

Go to http://intranet.flextronics.com/Marketing/Files/Exchange%20Employee%20Presentation%20Final.ppt to view the presentation and to http://www.videonewswire.com/event.asp?id=61130 to listen to the call at your designated time. A replay will be available after the call at the same location if you are unable to make the scheduled call.

The Stock Option Exchange Program is a unique opportunity provided to us by our shareholders. Even if you have already made an election, we hope that you will join us to educate yourself as much as possible to make an informed decision. We look forward to having you on the call.

Thank you

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

Design. Build. Ship. Service. Design. Build. Ship. Service. Exchange Employee Presentation August 2009

INTRODUCTION This presentation is intended to increase general knowledge about the Stock Option Exchange Program offered by Flextronics. Neither Flextronics nor its Board of Directors makes any recommendations as to whether you should exchange, or refrain from exchanging, any or all of your eligible options for replacement options in the Exchange Program. You must make your own decision as to whether you should surrender your eligible options for exchange after taking into account your own personal circumstances or preferences. We strongly encourage eligible participants to consult with their personal financial and tax advisors in making any decision regarding whether to participate in the Option Exchange Program.

Why have this meeting? To ensure that all employees have a thorough understanding of the program. Why an exchange? The Option Exchange program is intended to increase retention and motivate employees while recapturing the value of compensation costs already incurred. How long does it last? The program closes at 2:00 p.m., Pacific Time on 8/11/2009*. How does it affect future plans? The exchange does not affect our ongoing compensation programs, but replaces our normal employee annual focal grant this year. What is my new grant price? The new grant price is based on the closing price of Flextronics's stock price when the replacement options are granted. Can I change my election? Changes can be made to your original election until the exchange period ends. What if I don't elect? All of your current awards will stay as originally issued. If you choose to keep your awards as issued, we encourage you to make a "No" election. *unless Flextronics decides to extend the offer PROGRAM OVERVIEW

Grant Date: Expected to be August 11, 2009* Grant Price: Based on Flextronics' closing price on the date the replacement options are granted (expected to be August 11, 2009*) New Vesting: Based on the final vest end date of original vesting schedule. Shares: 1.5 for 1 on original grant prices from $10 to $11.99 and 2.4 for 1 on original grant prices of at least $12 Expiration: 7 years for all replacement grants REPLACEMENT AWARD INFORMATION *unless Flextronics decides to extend the offer

SAMPLE REPLACEMENT SCENARIO #1 3 Year Vesting and 1.5 to 1 Ratio

SAMPLE REPLACEMENT SCENARIO #2 2 Year Vesting and 2.4 to 1 Ratio

MODELING TOOL

Tender Offer Website Website to make an election to exchange or decline the exchange of your award(s) https://flextronics.equitybenefits.com Elections can be changed by resubmitting an election request up until the time that the offer closes for US/Canada your login ID is your Workday ID, for all others this is your UBS login ID Questions and account problems can be submitted to stock.admin@flextronics.com UBS Website Website to view actual holdings pre and post exchange www.ubs.com/onesource/flex Seek individual advice on whether the exchange is right for you for US/Canada your login ID is your Workday ID, for all others contact Stock Plan Administration Inside the US: (888) 463-5391 Outside the US: (201) 272-7671 SYSTEMS OVERVIEW

POST TENDER OFFER GRANT INFORMATION Deadline: The option exchange will close at 2:00 p.m., Pacific Time on August 11, 2009 unless Flextronics decides to extend the offer. No exceptions will be made to make or change an election post the tender offer close date. Turnaround time: The new options will not appear in your UBS account until 2-3 weeks after the tender close date. This is to allow for adequate processing of your new awards. Old Awards: The tendered (old) awards will show in your account as cancelled awards. They will also be designated by a "Y" in front of the old grant ID number. For example, if your original award number was 12345, the old award will be updated to Y12345. New Awards: The replacement (new) awards will show in your account as issued as of the tender offer close date. They will be designated by a "X" in front of the old grant ID number. For example, if your original award number was 12345, the new award will show as X12345. Discrepancies: If you feel that your new award has the incorrect vesting, expiration, shares or any other discrepancies, please contact Flextronics's Stock Administration Department immediately. Grant Acceptance- You must accept the new grant through the UBS OneSource website.

Q & A Questions?