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): October 27, 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 October 27, 2010, Flextronics International Ltd. (the “Company”) issued a press release announcing its financial results for the second quarter ended October 1, 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 October 27, 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: October 27, 2010	By:	/s/ Paul Read
		Name:	Paul Read
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press release, dated October 27, 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 SECOND QUARTER RESULTS
Net sales increased 27% year-over-year and 13% sequentially
Adjusted EPS increased 77% year-over-year and 21% sequentially
ROIC of 31.9%

Singapore, October 27, 2010 — Flextronics (NASDAQ: FLEX) today announced results for its second quarter ended October 1, 2010 as follows:

	Three Month Periods Ended
	October 1,		October 2,
(US$ in millions, except EPS)	2010		2009
Net sales	$	7,422	$	5,832
Adjusted operating income (1)	$	213	$	149
GAAP operating income	$	199	$	123
Adjusted net income (1)	$	179	$	104
GAAP net income	$	144	$	20
Adjusted EPS (1)	$	0.23	$	0.13
GAAP EPS	$	0.18	$	0.02

⁽¹⁾ A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedule II attached to this press release.

Second Quarter Results

Net sales for the second quarter ended October 1, 2010 increased 27% to $7.4 billion compared to net sales for the quarter ended October 2, 2009 of $5.8 billion. Adjusted operating income increased $64 million or 43% to $213 million, compared to adjusted operating income of $149 million for the year ago quarter. Adjusted net income for the second quarter ended October 1, 2010 was $179 million, an increase of $75 million or 72%, and adjusted EPS increased $0.10 or 77% to $0.23, compared to $104 million and $0.13, respectively, for the year ago quarter. GAAP operating income, net income, and EPS were all up significantly year-over-year.

“We are very pleased with the results and the continued improvement achieved sequentially and year-over-year,” said Mike McNamara, CEO of Flextronics. “We continue to improve quarter-over-quarter with sales increasing 13% to $7.4 billion. Every market segment and business unit also grew sequentially and year-over-year. Flextronics’ asset management has been outstanding which has driven substantial improvements and consistency in our return on invested capital (ROIC). For the quarter, ROIC increased to a record 31.9%, well above the 22.2% of a year ago, and up from 28.8% last quarter.”

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

PRESS  RELEASE

Paul Read, CFO of Flextronics added, “We improved on our industry leading cash conversion cycle by two days to 12 days, generated $509 million in cash flow from operations, and $385 million of free cash flow during the quarter. This allowed us to repurchase an additional $195 million of our shares for a total of $300 million repurchased year-to-date while still increasing our strong cash position to $1.8 billion.”

Guidance

For the third quarter ending December 31, 2010, revenue is expected to increase to a range of $7.5 billion to $7.7 billion and adjusted EPS is expected to be in the range of $0.23 to $0.25 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 and stock-based compensation expense.

Conference Calls and Web Casts

A conference call hosted by Flextronics’s management will be held today at 2:00 PM (PT) / 5:00 PM (ET) to discuss the Company’s financial results for the second quarter ended October 1, 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
	October 1,		October 2,
	2010		2009
GAAP:
Net sales	$	7,422,338	$	5,831,761
Cost of sales		7,024,691		5,519,778
Restructuring charges		—		12,403
Gross profit		397,647		299,580
Selling, general and administrative expenses		198,954		176,246
Restructuring charges		—		187
Operating income		198,693		123,147
Intangible amortization		21,439		22,710
Other expense, net		—		91,999
Interest and other expense, net		22,838		38,091
Income (loss) before income taxes		154,416		(29,653	)
Provision for income taxes		10,000		(49,312	)
Net income	$	144,416	$	19,659
EPS:
GAAP	$	0.18	$	0.02
Non-GAAP	$	0.23	$	0.13
Diluted Shares used in computing per share amounts		784,271		817,260

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
			October 1,			% of			October 2,			% of
			2010			Sales			2009			Sales
Net Sales			$	7,422,338					$	5,831,761
GAAP gross profit			$	397,647			5.4	%	$	299,580			5.1	%
Stock-based compensation expense				2,651						2,440
Restructuring and other charges	(2	)		—						12,403
Non-GAAP gross profit			$	400,298			5.4	%	$	314,423			5.4	%
GAAP SG&A Expenses			$	198,954			2.7	%	$	176,246			3.0	%
Stock-based compensation expense				11,283						10,962
Non-GAAP SG&A Expenses			$	187,671			2.5	%	$	165,284			2.8	%
GAAP operating income			$	198,693			2.7	%	$	123,147			2.1	%
Stock-based compensation expense				13,934						13,402
Restructuring	(2	)		—						12,590
Non-GAAP operating income			$	212,627			2.9	%	$	149,139			2.6	%
GAAP provision for income taxes			$	10,000			0.1	%	$	(49,312	)		-0.8	%
Restructuring and other charges				—						351
Settlement of tax contingencies	(3	)		—						59,669
Intangible amortization				1,926						1,839
Non-GAAP provision for income taxes			$	11,926			0.2	%	$	12,547			0.2	%
GAAP net income			$	144,416			1.9	%	$	19,659			0.3	%
Stock-based compensation expense				13,934						13,402
Restructuring and other charges	(2	)		—						12,590
Investment and notes impairment	(4	)		—						91,999
Non-cash convertible debt interest expense	(1	)		1,564						5,488
Intangible amortization				21,439						22,710
Adjustment for taxes				(1,926	)					(61,859	)
Non-GAAP net income			$	179,427			2.4	%	$	103,989			1.8	%
EPS:
GAAP			$	0.18					$	0.02
Non-GAAP			$	0.23					$	0.13

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 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	October 1, 2010		March 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	1,788,196	$	1,927,556
Accounts receivable, net		2,978,359		2,438,950
Inventories		3,638,637		2,875,819
Other current assets		964,970		747,676
		9,370,162		7,990,001
Property and equipment, net		2,175,946		2,118,576
Goodwill and other intangibles, net		226,824		254,717
Other assets		236,705		279,258
Total assets	$	12,009,637	$	10,642,552
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings, current portion of long-term debt and capital lease obligations	$	19,881	$	32,311
1% Convertible Subordinated Notes due 2010		—		234,240
Accounts payable		5,713,561		4,447,968
Other current liabilities		1,756,591		1,632,692
Total current liabilities		7,490,033		6,347,211
Long-term debt, net of current portion:
Revolver		60,000		—
Term Loan due 2013		178,500		—
Acquisition Term Loan due 2012 and 2014		1,665,765		1,674,435
6 1/4 % Senior Subordinated Notes due 2014		302,172		302,172
Other long-term debt and capital lease obligations		6,290		13,651
Other liabilities		287,296		320,516
Total shareholders’ equity		2,019,581		1,984,567
Total liabilities and shareholders’ equity	$	12,009,637	$	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, 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.

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.

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

PRESS RELEASE

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) During the three month period ended October 2, 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.

(3) During the three period ended October 2, 2009, the Company recognized non-cash tax benefits as a result of settlements in various tax jurisdictions.

(4) During the three-month period ended October 2, 2009, the Company impaired its carrying value in a certain non-core investment and notes receivable due to a reduction in estimated recoverability.

Free Cash Flow of $385 million consists of GAAP net cash flows from operating activities of $509 million less purchase of property and equipment net of dispositions of $124 million. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions and for certain other activities. Since Free Cash Flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure — “net cash flows provided by operating activities.”

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

PRESS RELEASE

Return on Invested Capital (ROIC) is calculated by annualizing the Company’s current quarter after-tax non-GAAP operating income and dividing that by a two quarter average net invested capital asset base. After-tax non-GAAP operating income excludes charges for financially distressed customers, stock-based compensation expense, restructuring and other charges. Net invested capital is defined as total assets less current liabilities and other long-term liabilities further adjusted for non-operating assets and liabilities. Non-operating assets and liabilities are not included in the net invested capital asset base because they do not affect non-GAAP operating income. Non-operating assets and liabilities include, but are not limited to, cash and cash equivalents, short-term investments, notes receivable, restructuring liabilities, accrued interest, short-term bank borrowings and current and non-current debt. We believe ROIC is a useful measure in providing investors with information regarding our performance. ROIC is a widely accepted measure of earnings efficiency in relation to total capital employed. We believe that increasing the return on total capital employed, as measured by ROIC, is an effective method to sustain and increase shareholder value. ROIC is not a measure of financial performance under generally accepted accounting principles in the U.S., and may not be defined and calculated by other companies in the same manner. ROIC should not be considered in isolation or as an alternative to net income or loss as an indicator of performance. The following table reconciles ROIC as calculated using after-tax non-GAAP operating income to the same performance measure calculated using the nearest GAAP measure, which is GAAP operating income adjusted for taxes:

ROIC	Q2 FY 2011			Q1 FY 2011			Q2 FY 2010
GAAP ROIC		29.9	%		26.7	%		18.0	%
Adjustments noted above		2.0	%		2.1	%		4.2	%
Non-GAAP ROIC		31.9	%		28.8	%		22.2	%

Cash Conversion Cycle (CCC) is defined as the sum of non-GAAP inventory turns in days and days sales outstanding in accounts receivable less non-GAAP days payable outstanding in accounts payable. We calculate non-GAAP inventory turns as annualized non-GAAP cost of sales (before adjustments for financially distressed customers, stock-based compensation expense, restructuring and other charges) divided by average inventory for the quarter. We calculate our days sales outstanding as annualized revenues divided by average accounts receivable, net of the impact from our accounts receivable sales programs, for the quarter. We calculate non-GAAP days payable outstanding as annualized non-GAAP cost of sales (before adjustments for stock-based compensation expense, restructuring and other charges) divided by average accounts payable.

We believe the Cash Conversion Cycle is a useful measure in providing investors with information regarding our cash management performance and is a widely accepted measure of working capital management efficiency. These are measures of financial performance under generally accepted accounting principles in the U.S. when calculated using GAAP operating measures, but may not be defined and calculated by other companies in the same manner. These should not be considered in isolation or as an alternative to other GAAP metrics as an indicator of performance. For the Quarter ended October 1, 2010, Cash Conversion Cycle of 12 days calculated using the non-GAAP measures described above was the same as that calculated using cost of sales in accordance with GAAP.