8-K

UNITED STATES
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): July 22, 2010

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Changi South Lane, Singapore	486123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (65) 6890-7188

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2010, Flextronics International Ltd. (the “Company”) issued a press release announcing its financial results for the first quarter ended July 2, 2010. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
	99.1	Press release, dated July 22, 2010, issued by Flextronics International Ltd.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLEXTRONICS INTERNATIONAL LTD.
Date: July 22, 2010	By:	/s/ Paul Read
		Name:	Paul Read
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press release, dated July 22, 2010, issued by Flextronics International Ltd.

EX-99.1

Exhibit 99.1

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

Kevin Kessel
Vice President, Investor Relations
+1.408.576.7985
kevin.kessel@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
+1.408.576.7189
renee.brotherton@flextronics.com

FLEXTRONICS ANNOUNCES FIRST QUARTER RESULTS
Net sales rose 14% year-over-year and 11% sequentially
Adjusted EPS increased 138% year-over-year and 19% sequentially

Singapore, July 22, 2010 — Flextronics (NASDAQ: FLEX) today announced results for its first quarter ended July 2, 2010 as follows:

	Three Month Periods Ended
	July 2,		July 3,
(US$ in millions, except EPS)	2010		2009
Net sales	$	6,566	$	5,783
Adjusted operating income (1)	$	190	$	90
GAAP operating income	$	175	$	10
Adjusted net income (1)	$	154	$	63
GAAP net income (loss)	$	118	$	(154	)
Adjusted EPS (1)	$	0.19	$	0.08
GAAP EPS	$	0.14	$	(0.19	)

⁽¹⁾ A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedule II attached to this press release and are included on the Company’s website.

First Quarter Results

Net sales for the first quarter ended July 2, 2010 increased 14% to $6.6 billion compared to net sales for the quarter ended July 3, 2009 of $5.8 billion. Adjusted operating income increased $100 million or 111% to $190 million, compared to adjusted operating income of $90 million for the year ago quarter. Adjusted net income for the first quarter ended July 2, 2010 was $154 million, an increase of $91 million or 144%, and adjusted EPS increased $0.11 or 138% to $0.19, compared to $63 million and $0.08, respectively, for the year ago quarter. GAAP operating income, net income, and EPS were all up significantly year-over-year.

Sequentially, revenue growth and profitability both exhibited strong improvement. Net sales were at the high end of the guidance range, rising 11% sequentially, resulting from growth across the entire portfolio of businesses. Adjusted operating income increased 12% sequentially, slightly outpacing net sales growth. Adjusted EPS of $0.19 was above the $0.16 reported last quarter and at the high-end of the $0.16-$0.19 guidance range. GAAP EPS increased 100% to $0.14 from $0.07 in the prior quarter.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

“Our business environment remains healthy. Despite what appears to be an uncertain macro-environment, our orders and forecast continue to improve and we are again forecasting sequential growth in the upcoming quarter across all the markets we serve,” said Mike McNamara, CEO of Flextronics.

Paul Read, CFO of Flextronics added, “Our cash position remains strong at $1.7 billion for the quarter. We continue to expect positive cash flow from operations driven by revenue growth and improving profitability, allowing us to further invest in our business and execute strategic uses of cash. During the quarter we repurchased $135 million of stock on our $200 million authorization.”

Guidance

For the second quarter ending October 1, 2010, revenue is expected to be in the range of $6.8 billion to $7.2 billion and adjusted EPS is expected to be in the range of $0.19 to $0.21 per share.

GAAP earnings per share are expected to be lower than the guidance provided herein by approximately $0.04 per diluted share for quarterly intangible amortization, stock-based compensation expense and non-cash interest expense.

Conference Calls and Web Casts

A conference call hosted by Flextronics’s management will be held today at 5:30 p.m. EST / 2:30 p.m. PST to discuss the Company’s financial results for the first quarter ended July 2, 2010.

The conference call will be broadcast via the Internet and may be accessed by logging on to the Company’s website at www.flextronics.com. Additional information in the form of a slide presentation may also be found on the Company’s site. A replay of the broadcast will remain available on the Company’s website afterwards.

Minimum requirements to listen to the broadcast are Microsoft Windows Media Player software (free download at http://www.microsoft.com/windows/windowsmedia/download/default.asp) and at least a 28.8 Kbps bandwidth connection to the Internet.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

About Flextronics

Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer, industrial, infrastructure, medical and mobile OEMs. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

# # #

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to future expected revenues and earnings per share. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. These risks include: that future revenues and earnings may not be achieved as expected; our dependence on industries that continually produce technologically advanced products with short life cycles; our ability to respond to changes in economic trends, to fluctuations in demand for customers’ products and to the short-term nature of customers’ commitments; competition in our industry, particularly from ODM suppliers in Asia; our dependence on a small number of customers for the majority of our sales and our reliance on strategic relationships with major customers; the challenges of effectively managing our operations, including our ability to manage manufacturing processes, utilize available manufacturing capacity, control costs and manage changes in our operations; production difficulties, especially with new products; the risk of future restructuring charges that could be material to our financial condition and results of operations; our ability to design and quickly introduce world-class components products that offer significant price and/or performance advantages over competitive products; the impact on our margins and profitability resulting from substantial investments and start-up and integration costs in our components, design and ODM businesses; supply shortages of required electronic components; compliance with legal and regulatory requirements, including regulatory quality standards applicable to medical devices; the challenges of international operations, including fluctuations in exchange rates beyond hedged boundaries leading to unexpected charges; changes in government regulations and tax laws, including any effects related to the expiration of tax holidays; our exposure to potential litigation relating to intellectual property rights, product warranty and product liability; our dependence on our key personnel; our ability to comply with environmental laws; the challenges of integrating acquired companies and assets; the effects that the current macroeconomic environment could have on our business and demand for our products as well as on our liquidity and our ability to access credit markets; and the effects that current credit and market conditions could have on the liquidity and financial condition of customers or suppliers, including any impact on their ability to meet contractual obligations to us on terms and conditions previously negotiated. Additional information concerning these and other risks is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on Form 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are based on current expectations and Flextronics assumes no obligation to update these forward-looking statements.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

SCHEDULE I

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

	Three Month Periods Ended
	July 2,		July 3,
	2010		2009
GAAP:
Net sales	$	6,565,880	$	5,782,679
Cost of sales		6,195,062		5,506,575
Restructuring charges		—		52,109
Gross profit		370,818		223,995
Selling, general and administrative expenses		195,718		201,692
Restructuring charges		—		12,730
Operating income		175,100		9,573
Intangible amortization		17,990		23,334
Other expense, net		—		107,399
Interest and other expense, net		27,529		36,886
Income (loss) before income taxes		129,581		(158,046	)
Provision for income taxes		11,403		(4,003	)
Net income (loss)	$	118,178	$	(154,043	)
EPS:
GAAP	$	0.14	$	(0.19	)
Non-GAAP	$	0.19	$	0.08
Diluted Shares used in computing GAAP per share amounts		824,017		810,174
Diluted Shares used in computing non-GAAP per share amounts		824,017		814,922

See Schedule II for the reconciliation of GAAP to non-GAAP financial measures. See the accompanying notes on Schedule IV attached to this press release.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

SCHEDULE II

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(In thousands, except per share amounts)
(unaudited)

			Three Month Periods Ended
			July 2,			% of			July 3,			% of
			2010			Sales			2009			Sales
Net Sales			$	6,565,880					$	5,782,679
GAAP gross profit			$	370,818			5.6	%	$	223,995			3.9	%
Stock-based compensation expense				2,783						2,733
Distressed customer charges	(2	)		—						(18,142	)
Restructuring and other charges	(3	)		—						52,109
Non-GAAP gross profit			$	373,601			5.7	%	$	260,695			4.5	%
GAAP SG&A Expenses			$	195,718			3.0	%	$	201,692			3.5	%
Stock-based compensation expense				11,775						13,052
Distressed customer charges	(2	)								18,142
Non-GAAP SG&A Expenses			$	183,943			2.8	%	$	170,498			2.9	%
GAAP operating income			$	175,100			2.7	%	$	9,573			0.2	%
Stock-based compensation expense				14,558						15,785
Restructuring	(3	)		—						64,839
Non-GAAP operating income			$	189,658			2.9	%	$	90,197			1.6	%
GAAP provision for income taxes			$	11,403			0.2	%	$	(4,003	)		-0.1	%
Restructuring and other charges				—						410
Intangible amortization				1,260						1,843
Non-GAAP provision for income taxes			$	12,663			0.2	%	$	(1,750	)		0.0	%
GAAP net income (loss)			$	118,178			1.8	%	$	(154,043	)		-2.7	%
Stock-based compensation expense				14,558						15,785
Restructuring and other charges	(3	)		—						64,798
Investment and notes impairment	(4	)		—						107,440
Non-cash convertible debt interest expense	(1	)		4,053						8,049
Intangible amortization				17,990						23,334
Adjustment for taxes				(1,260	)					(2,253	)
Non-GAAP net income			$	153,519			2.3	%	$	63,110			1.1	%
EPS:
GAAP			$	0.14					$	(0.19	)
Non-GAAP			$	0.19					$	0.08

See the accompanying notes on Schedule IV attached to this press release.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

SCHEDULE III

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	July 2, 2010		March 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	1,730,533	$	1,927,556
Accounts receivable, net		2,873,859		2,438,950
Inventories		3,320,940		2,875,819
Other current assets		715,175		747,676
		8,640,507		7,990,001
Property and equipment, net		2,148,672		2,118,576
Goodwill and other intangibles, net		235,417		254,717
Other assets		270,630		279,258
Total assets	$	11,295,226	$	10,642,552
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings, current portion of long-term debt and capital lease obligations	$	176,708	$	32,311
1% Convertible Subordinated Notes due 2010		238,395		234,240
Accounts payable		4,919,997		4,447,968
Other current liabilities		1,728,672		1,632,692
Total current liabilities		7,063,772		6,347,211
Long-term debt, net of current portion:
Acquisition Term Loan due 2012 and 2014		1,670,100		1,674,435
6 1/4 % Senior Subordinated Notes due 2014		302,172		302,172
Other long-term debt and capital lease obligations		6,411		13,651
Other liabilities		281,684		320,516
Total shareholders’ equity		1,971,087		1,984,567
Total liabilities and shareholders’ equity	$	11,295,226	$	10,642,552

See the accompanying notes on schedule IV attached to this press release.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

SCHEDULE IV

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO SCHEDULES I, II, & III

(1) To supplement Flextronics’s unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures that exclude certain charges, including non-GAAP gross profit, non-GAAP selling, general and administrative expenses, non-GAAP operating income, non-GAAP net income and non-GAAP net income per diluted share. These supplemental measures exclude, among other items, stock-based compensation expense, restructuring charges, intangible amortization, financially distressed customer charges, non-cash convertible debt interest expense and certain other items. These non-GAAP measures are not in accordance with or an alternative for GAAP, and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Flextronics’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Flextronics’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of Company performance.

In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of the Company’s operating performance on a period-to-period basis because such items are not, in our view, related to the Company’s ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, for calculating return on investment, and for benchmarking performance externally against competitors. In addition, management’s incentive compensation is determined using certain non-GAAP measures. Also, when evaluating potential acquisitions, we exclude certain of the items described below from consideration of the target’s performance and valuation. Since we find these measures to be useful, we believe that investors benefit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

• the ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;

• the ability to better identify trends in the Company’s underlying business and perform related trend analyses;

• a better understanding of how management plans and measures the Company’s underlying business; and

• an easier way to compare the Company’s operating results against analyst financial models and operating results of competitors that supplement their GAAP results with non-GAAP financial measures.

The following are explanations of each of the adjustments that we incorporate into non-GAAP measures, as well as the reasons for excluding each of these individual items in the reconciliations of these non-GAAP financial measures:

Stock-based compensation expense consists of non-cash charges for the estimated fair value of stock options and unvested share bonus awards granted to employees and assumed in business acquisitions. The Company believes that the exclusion of these charges provides for more accurate comparisons of its operating results to peer companies due to the varying available valuation methodologies, subjective assumptions and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact stock-based compensation expense has on its operating results.

Restructuring charges include severance, impairment, lease termination, exit costs and other charges primarily related to the closures and consolidations of various manufacturing facilities. These costs may vary in size based on the Company’s acquisition and restructuring activities, are not directly related to ongoing or core business results, and do not reflect expected future operating expenses. These costs are excluded by the Company’s management in assessing current operating performance and forecasting its earnings trends, and are therefore excluded by the Company from its non-GAAP measures.

Distressed customer charges are comprised of additional provisions for doubtful accounts receivable, inventory and other obligations for customers that are experiencing significant financial difficulties. These costs are excluded by the Company’s management in assessing its current operating performance and forecasting its earnings trends, and accordingly, are excluded by the Company from its non-GAAP measures.

2 Changi South Lane
Singapore 486123 65.6890.7188 Main
www.flextronics.com

PRESS RELEASE

Intangible amortization consists of non-cash charges that can be impacted by the timing and magnitude of acquisitions. The Company considers its operating results without these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding these costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.

Other charges or gains consists of various other types of items that are not directly related to ongoing or core business results, such as impairment charges associated with non-core investments and notes receivable and gains or losses on the extinguishment of debt. We exclude these items because they are not related to the Company’s ongoing operating performance or do not affect core operations. Excluding these amounts provide investors with a basis to compare Company performance against the performance of other companies without this variability.

Non-cash convertible debt interest expense consists of interest expense recorded as a result of required accounting for convertible debt instruments that may be settled in cash upon conversion. The accounting requires the initial proceeds from the sale of convertible instruments to be allocated between a liability component and an equity component in a manner that results in non-cash interest expense on the debt component until maturity. The Company considers its operating results without these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding theses costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.

Adjustment for taxes relates to the tax effects of the various adjustments that we incorporate into non-GAAP measures in order to provide a more meaningful measure on non-GAAP net income and certain adjustments related to tax contingencies.

(2) In fiscal 2009 the Company incurred a $145.3 million charge as a result of the Nortel bankruptcy. During the three-month period ended July 3, 2009, the Company revised its initial fiscal 2009 estimates between charges associated with the write-off of inventory and provisions for doubtful accounts receivable with no net operating income impact. In November 2009, the Company agreed to a final settlement with Nortel primarily related to the pre-petition bankruptcy claims.

(3) During the three month period ended July 3, 2009, the Company recognized restructuring charges as a result of the difficult macroeconomic conditions. The global economic crisis and related decline in the Company’s customers’ products across all of the industries it serves, has caused the Company’s OEM customers to reduce their manufacturing and supply chain outsourcing negatively impacting the Company’s capacity utilization levels. The Company’s restructuring activities, which include employee severance, costs related to owned and leased facilities and equipment that are no longer in use and are to be disposed of, and other costs associated with the exit of certain contractual arrangements due to facility closures, are intended to improve its operational efficiencies by reducing excess workforce and capacity. In addition to the cost reductions, these activities will result in further shift of manufacturing capacity to locations with higher efficiencies and, in most instances, lower costs.

(4) During the three-month period ended July 3, 2009, the Company impaired its carrying value in a certain non-core investment and notes receivable due to a reduction in estimated recoverability.