S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on September 21, 2015

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Singapore
(State or other jurisdiction of
incorporation or organization) 3672
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

2 Changi South Lane,
Singapore 486123
(65) 6876 9899
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

(See table of additional registrants on the inside facing page)

Jonathan S. Hoak
Executive Vice President and General Counsel
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
(65) 6876 9899
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Susan Marsch
Sr. Vice President and Deputy General Counsel
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
(65) 6876 9899 Jeffrey N. Ostrager, Esq.
Raymond T. Hum, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
4.750% Notes due 2025	$600,000,000	100%	$600,000,000	$69,720
Guarantees of the 4.750% Notes due 2025(2)	—	—	—	(3)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)

See table on the inside facing page for additional registrant guarantors.

(3)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is required for the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code Number
Flextronics America, LLC	Delaware	77-0587128		3672
Flextronics Industries Marketing (L) Ltd.	Federal Territory of Labuan, Malaysia	Not Applicable		3672
Flextronics International Asia-Pacific Ltd	Mauritius	Not Applicable		3672
Flextronics International Europe B.V.	The Netherlands	Not Applicable		3672
Flextronics International Kft.	Hungary	Not Applicable		3672
Flextronics International Tecnologia Ltda.	Brazil	Not Applicable		3672
Flextronics International USA, Inc.	California	94-3061570		3672
Flextronics Logistics USA, Inc.	California	77-0570619		3672
Flextronics Marketing (L) Ltd.	Federal Territory of Labuan, Malaysia	Not Applicable		3672
Flextronics Sales & Marketing (A-P) Ltd.	Mauritius	Not Applicable		3672
Flextronics Sales and Marketing Consumer Digital Ltd.	Mauritius	Not Applicable		3672
Flextronics Sales & Marketing North Asia (L) Ltd	Federal Territory of Labuan, Malaysia	Not Applicable		3672
Flextronics Telecom Systems Ltd	Mauritius	Not Applicable		3672

        Address, including zip code, and telephone number, including area code, of each additional registrant's principal executive offices is c/o Flextronics International Ltd., 2 Changi South Lane, Singapore 486123, (65) 6876 9899.

        Name, address, including zip code, and telephone number, including area code, of each additional registrant's agent for service is Jonathan S. Hoak, Executive Vice President and General Counsel, Flextronics International Ltd., 2 Changi South Lane, Singapore 486123, (65) 6876 9899.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 2015

PRELIMINARY PROSPECTUS

Flextronics International Ltd.

(Singapore Reg. No. 199002645H)

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025 for
a Like Principal Amount of 4.750% Notes due 2025 which have been registered under
the Securities Act of 1933

         We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $600,000,000 aggregate principal amount of our outstanding, unregistered 4.750% Notes due 2025 (the "original notes" and each an "original note") for an equivalent amount of registered 4.750% Notes due 2025 (the "exchange notes" and each an "exchange note"). In this prospectus, this offer is sometimes referred to as the "exchange offer" and the original notes and the exchange notes are sometimes referred to together as the "notes." The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes. The original notes may only be tendered in exchange for exchange notes in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.

The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2015, subject to our right to extend the expiration date for the exchange offer. Upon expiration of the exchange offer, all outstanding original notes that are validly tendered and not validly withdrawn will be exchanged for a like principal amount of the exchange notes. You may withdraw tendered original notes at any time prior to the expiration date.

         The exchange notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the exchange notes. On the issue date of the exchange notes, our obligations under the exchange notes will be guaranteed, jointly and severally, fully and unconditionally (subject to the subsidiary guarantee termination provisions described under "Description of Notes—Guarantees"), and on an unsecured basis, by each of our subsidiaries that guarantees our indebtedness under, or is a borrower under, our Credit Facilities (as defined under "Description of Notes—Definitions"). On the issue date of the exchange notes, the guarantors of the exchange notes will each be a 100% owned subsidiary of Flextronics International Ltd. All references to the notes include references to the related guarantees.

         For a more detailed description of the exchange notes, see "Description of Notes."

Participating in the exchange offer and investing in the exchange notes involve risks. See "Risk Factors" beginning on page 9 for a discussion of certain factors you should carefully consider before deciding whether to participate in the exchange offer and invest in the exchange notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which this prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities.

The date of this prospectus is                        , 2015

You should rely only on the information contained in this prospectus and the documents incorporated by reference herein. We have not authorized any person to provide you with any information or represent anything about us or the exchange offer that is not contained in this prospectus or incorporated by reference herein. If given or made, any such other information or representation should not be relied upon as having been authorized by us. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of outstanding original notes in any jurisdiction in which the exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it is otherwise unlawful.

TABLE OF CONTENTS

	Page
Where You Can Find More Information		ii
Incorporation of Certain Documents by Reference		ii
Industry and Market Data		iii
Cautionary Notice Regarding Forward-Looking Statements		iii
Enforcement of Civil Liabilities		v
Summary		1
Risk Factors		9
Use of Proceeds		15
Ratio of Earnings to Fixed Charges		16
The Exchange Offer		17
Description of Notes		27
Description of Other Indebtedness		54
Book-Entry, Delivery and Form		58
Material Tax Considerations		61
Plan of Distribution		64
Legal Matters		64
Experts		65

        This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. You can obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC's website at the address described under "Where You Can Find More Information." Documents incorporated by reference are also available from us without charge, excluding any exhibits to those documents. You may request a copy of those documents, at no cost, by writing or telephoning us at:

Flextronics International Ltd.
6201 America Center Drive
San Jose, CA 95002 U.S.A.
Attention: Investor Relations
Telephone: (408) 576-7985

In order to ensure timely delivery of the requested documents, requests should be made no later than                    , 2015, which is five business days before the date the exchange offer expires.

        See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

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WHERE YOU CAN FIND MORE INFORMATION

        Flextronics International Ltd. and the guarantors filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. You should refer to the registration statement, including the exhibits, for further information about the exchange notes being offered hereby. Copies of our SEC filings, including the exhibits to the registration statement, are available through us or from the SEC through the SEC's website or at its facilities described below.

        Flextronics International Ltd. files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these documents at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Flextronics International Ltd.'s SEC filings are also available to the public on the SEC's website at http://www.sec.gov.

        Our website address is www.flextronics.com. We make available through our Internet website Flextronics International Ltd.'s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        We "incorporate by reference" in this prospectus certain information in other documents that we file with the SEC, which means that we are disclosing important information about us to you by referring you to those documents. The information incorporated by reference in this prospectus is considered to be a part of this prospectus, and any later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference in this prospectus the documents listed below:

•

our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed by Flextronics International Ltd. with the SEC on May 21, 2015 (our "2015 10-K");

•

those sections of our definitive proxy statement filed by Flextronics International Ltd. with the SEC on July 9, 2015 incorporated by reference into our 2015 10-K;

•

our Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2015 filed by Flextronics International Ltd. with the SEC on July 27, 2015 (our "First Quarter 2016 10-Q");

•

our Current Reports on Form 8-K filed by Flextronics International Ltd. with the SEC on June 3, 2015, June 8, 2015, June 16, 2015 and August 24, 2015; and

•

all documents filed by Flextronics International Ltd. under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the date of this prospectus and before the consummation or termination of the exchange offer (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered "filed" under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act or the Exchange Act).

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        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules. You can obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC's website at the address described under "Where You Can Find More Information." Documents incorporated by reference are also available from us without charge, excluding any exhibits to those documents.

        You may request a copy of those documents, at no cost, by writing or telephoning us at:

Flextronics International Ltd.
6201 America Center Drive
San Jose, CA 95002 U.S.A.
Attention: Investor Relations
Telephone: (408) 576-7985

INDUSTRY AND MARKET DATA

        We obtained the market and competitive position data used throughout or incorporated by reference in this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and we do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

        Except for historical information contained or incorporated by reference in this prospectus, certain matters contained or incorporated by reference in this prospectus are, or may be deemed to be, forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. The words "will," "may," "designed to," "believe," "should," "anticipate," "plan," "expect," "intend," "estimate" and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are contained principally under (i) the "Business" section and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our 2015 10-K and (ii) the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our First Quarter 2016 10-Q. Because our forward-looking statements are subject to risks and uncertainties, actual results could differ materially from the expectations expressed in our forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in our forward-looking statements include, but are not limited to, the following:

•

our future revenues and earnings may not be achieved as expected;

•

our dependence on industries that continually produce technologically advanced products with short product life cycles;

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•

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 original design manufacturing suppliers in Asia, as well as competition from the manufacturing operations of some of our current and potential customers;

•

our dependence on a small number of customers for the majority of our sales;

•

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;

•

compliance with existing and future legal and regulatory requirements and related costs and liabilities, including any failure to receive or maintain required permits or other governmental approvals;

•

the challenges inherent in international operations, including fluctuations in exchange rates beyond hedged positions leading to unexpected charges;

•

the possibility that benefits of our restructuring actions may not materialize as expected;

•

the expected revenue and margins from recently launched programs may not be realized;

•

changes in government regulations and tax laws, including recently proposed changes in tax laws in certain jurisdictions where we operate that may materially impact our tax expense;

•

our dependence on key employees;

•

the effects that the current macroeconomic environment could have on our business and demand for our products, as well as the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;

•

risks of breaches of our information technology or physical security systems;

•

risks relating to litigation;

•

the possibility that the revenues, cost savings, growth prospects and any other synergies expected from our acquisition of Mirror Controls International (MCi) may not be realized in a timely manner or at all; and

•

other factors described in the "Risk Factors" section and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our 2015 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our First Quarter 2016 10-Q.

In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements. Any forward-looking statement contained in this prospectus speaks only as of the date of this prospectus, and any forward-looking statement contained in a document incorporated by reference into this prospectus speaks only as of the date of that document incorporated by reference. We undertake no

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obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

ENFORCEMENT OF CIVIL LIABILITIES

        We are incorporated in Singapore under the Companies Act, Chapter 50 of Singapore. Some of our officers and directors reside outside the United States and a substantial portion of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or to enforce against us in United States courts, judgments obtained in such courts predicated upon the civil liability provisions of the federal securities laws of the United States. Judgments of United States courts based upon the civil liability provisions of the federal securities laws of the United States are not directly enforceable in Singapore courts and there can be no assurance as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liability provisions of the federal securities laws of the United States.

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SUMMARY

This summary does not contain all of the information that may be important to you in understanding the exchange offer and the exchange notes. You should carefully read this entire prospectus, including the documents incorporated by reference in this prospectus. In this prospectus, except as otherwise indicated or the context suggests otherwise, (i) "the Company," "we," "us," "our" and "ours" refer to Flextronics International Ltd. together with its subsidiaries, (ii) "Flex" refers to Flextronics International Ltd. and not to any of its subsidiaries, (iii) "our subsidiaries" refers to subsidiaries of Flextronics International Ltd., (iv) "guarantors" and "subsidiary guarantors" refer to the subsidiaries of Flextronics International Ltd. that are guarantors of the notes and (v) "our non-guarantor subsidiaries" refers to the subsidiaries of Flextronics International Ltd. that are not guarantors of the notes.

Overview

        We are a globally-recognized, leading provider of innovative design, engineering, manufacturing, and supply chain services and solutions that span from sketch to scale; from conceptual sketch to full-scale production. We design, build, ship and service complete packaged consumer electronics and industrial products for original equipment manufacturers ("OEMs"), through our activities in the following business groups:

•

High Reliability Solutions ("HRS"), which is comprised of our medical business including medical equipment, disposables, drug delivery, and diagnostics; our automotive business, including automotive electronics, automotive lighting and power electronics; and our defense and aerospace businesses, focused on defense, civil aviation, and homeland security;

•

Consumer Technology Group ("CTG"), which includes our mobile devices business, including smart phones; our consumer electronics business, including connected living, wearable electronics, game consoles, and connectivity devices; and our high-volume computing business, including various supply chain solutions for notebook personal computing, tablets, and printers;

•

Industrial and Emerging Industries ("IEI"), which is comprised of semiconductor and capital equipment, office solutions, test and measurement, household industrial and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and

•

Integrated Network Solutions ("INS"), which includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products for the data and video network; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software defined product solutions.

        The above described business groups comprise our reportable segments.

        We provide our advanced design, manufacturing and supply chain services through a network of over 100 facilities in approximately 30 countries across four continents. We have established this extensive network of design and manufacturing facilities in the world's major consumer electronics and industrial products markets (Asia, the Americas, and Europe) in order to serve the outsourcing needs of both multinational and regional OEMs. Our services increase our customers' competitiveness by delivering improved product quality, increased flexibility, leading manufacturability, improved performance, faster time-to-market and competitive costs. Our OEM customers leverage our services to meet their requirements throughout their products' entire life cycles. For the fiscal year ended March 31, 2015, we had revenue of $26.1 billion and net income of $600.8 million.

        We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, and industrial campuses in low-cost geographic areas provide us with a competitive

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advantage and strong differentiation in the market for designing, manufacturing and servicing consumer electronics and industrial products for leading multinational and regional OEMs. Through these services and facilities, we offer our OEM customers accelerated design, increased flexibility and responsiveness, improved time to market, and supply chain predictability and real time visibility, which enable them to accelerate product launches, enter new markets, mitigate risk and improve free cash flow.

        Our business has been subject to seasonality, primarily due to our mobile devices and consumer electronics market exposures, which are part of our CTG business group, which historically exhibit particular strength generally in the two quarters leading up to the end of the calendar year in connection with the holiday season.

Corporate Information

        Flextronics International Ltd. was incorporated in Singapore in May 1990. Flextronics International Ltd.'s ordinary shares are quoted on the NASDAQ Global Select Market under the symbol "FLEX." Our principal corporate office is located at 2 Changi South Lane, Singapore 486123. Our U.S. corporate headquarters is located at 6201 America Center Drive, San Jose, CA, 95002. Our telephone number is (65) 6876 9899. Our website address is www.flextronics.com. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

Risk Factors

        Participating in the exchange offer and investing in the exchange notes involve risks. You should carefully consider the information in the section entitled "Risk Factors" and under the heading "Risk Factors" in our 2015 10-K and in our subsequent filings under the Exchange Act, and all other information included or incorporated by reference in this prospectus for an explanation of certain risks associated with the exchange offer before deciding whether to participate in the exchange offer and invest in the exchange notes.

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Summary of the Terms of the Exchange Offer

Background	On June 8, 2015, Flex completed the issuance and sale of the original notes. In connection with the issuance and sale of the original notes, Flex and the guarantors entered into a registration rights agreement under which Flex and the guarantors agreed, among other things, to complete the exchange offer. See "The Exchange Offer—Purpose of the Exchange Offer."
The Exchange Offer	We are offering to exchange the unregistered original notes for an equivalent amount of the exchange notes, which have been registered under the Securities Act.
	The original notes may only be tendered in exchange for exchange notes in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof. See "The Exchange Offer—Terms of the Exchange Offer."
	In order to exchange an original note, you must follow the required procedures. We will exchange all original notes validly tendered and not validly withdrawn prior to the expiration date. See "The Exchange Offer."
Resale of Exchange Notes	Based on interpretations of the SEC staff, as described in previous no-action letters issued to third parties, we believe that the exchange notes you receive pursuant to the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you will acknowledge that:
	• you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business;
	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes you will receive in the exchange offer; and
	• you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act.
	By tendering your original notes as described in "The Exchange Offer—Procedures for Tendering," you will be making representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the no-action letters referred to above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes.

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	We base our belief on interpretations by the SEC staff in no-action letters issued to other issuers in exchange offer like ours. We cannot guarantee that the SEC would make a similar decision about our exchange offer. If our belief is wrong, you could incur liability under the Securities Act. We will not protect you against any loss incurred as a result of this liability under the Securities Act.
	Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Flex and the guarantors have agreed to make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which this prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities. See "Plan of Distribution."
Consequences if You Do Not Exchange Your Original Notes	Original notes that are not tendered in the exchange offer or that are not accepted for exchange will continue to be subject to transfer restrictions. You will not be able to offer or sell such original notes unless you are able to rely on an exemption from the requirements of the Securities Act or the original notes are registered under the Securities Act.
	After the exchange offer is completed, we will no longer have an obligation to register the original notes, except under limited circumstances. To the extent that original notes are tendered and accepted in the exchange offer, the market for any remaining original notes will be adversely affected. See "Risk Factors—Risks Related to the Exchange Offer—If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid."
Expiration Date	The exchange offer expires at 11:59 p.m., New York City time, on                    , 2015, subject to our right to extend the expiration date for the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Issuance of Exchange Notes	We will issue exchange notes in exchange for original notes validly tendered and accepted in the exchange offer promptly following the expiration date (unless amended as described in this prospectus). See "The Exchange Offer—Terms of the Exchange Offer."

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Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which we may amend or waive. Subject to the minimum denomination requirements, the exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding original notes being tendered. See "The Exchange Offer—Conditions to the Exchange Offer."
Special Procedures for Beneficial Holders	If you beneficially own original notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact the registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your original notes, either arrange to have the original notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable amount of time. See "The Exchange Offer—Procedures for Tendering."
Withdrawal Rights	You may withdraw your tender of original notes at any time before the expiration date for the exchange offer. See "The Exchange Offer—Withdrawal of Tenders."
Accounting Treatment	We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. See "The Exchange Offer—Accounting Treatment."
U.S. Federal Income Tax Consequences	The exchange of original notes for exchange notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See "Material Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes in connection with the exchange offer. See "Use of Proceeds."
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under "The Exchange Offer—Exchange Agent." U.S. Bank National Association is also the trustee under the indenture governing the notes and has also been appointed to act as registrar, transfer agent and paying agent for the notes. In addition, U.S. Bank National Association is the trustee under the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023. We have entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank National Association or its affiliates. See "The Exchange Offer—Exchange Agent."

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Summary of the Terms of the Exchange Notes

The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains a more detailed description of the terms of the notes. Other than the restrictions on transfer, registration rights and special interest provisions, the exchange notes will have the same financial terms and covenants as the original notes.

Issuer	Flextronics International Ltd., a company organized under the laws of Singapore (Singapore Reg. No. 199002645H). Flextronics International Ltd. is the parent company of the guarantors of the notes.
Exchange Notes Offered	$600,000,000 aggregate principal amount of registered 4.750% Notes due 2025.
Maturity	The exchange notes will mature on June 15, 2025.
Interest	Interest will be payable in cash on June 15 and December 15 of each year, beginning December 15, 2015.
Ranking	The exchange notes will rank equally with all of our existing and future senior and unsecured indebtedness but effectively junior or subordinated to all secured indebtedness to the extent of the value of the collateral securing such indebtedness. The exchange notes will also be effectively junior or subordinated to all liabilities of our non-guarantor subsidiaries. As of June 26, 2015, we had $2.7 billion of total indebtedness, including the notes, substantially all of which was unsecured. As of June 26, 2015, we had no amounts outstanding under our revolving credit facility and had borrowing availability of $1.5 billion under that facility.
Guarantees	On the issue date of the exchange notes, our obligations under the exchange notes will be guaranteed, jointly and severally, fully and unconditionally (subject to the subsidiary guarantee termination provisions described under "Description of Notes—Guarantees"), and on an unsecured basis, by each of our subsidiaries that guarantees our indebtedness under, or is a borrower under, our Credit Facilities. On the issue date of the exchange notes, the guarantors of the exchange notes will each be a 100% owned subsidiary of Flex. As of the date of this prospectus, the guarantors of the notes are the following 100% owned subsidiaries of Flex: Flextronics America, LLC, Flextronics Industries Marketing (L) Ltd., Flextronics International Asia-Pacific Ltd, Flextronics International Europe B.V., Flextronics International Kft., Flextronics International Tecnologia Ltda., Flextronics International USA, Inc., Flextronics Logistics USA, Inc., Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales and Marketing Consumer Digital Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Telecom Systems Ltd.

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	As of June 26, 2015, the total liabilities of our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015), excluding intercompany debt but including trade payables, were approximately $4.3 billion. Our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015) generated 35% of our total revenue (excluding inter-company revenue) for the fiscal year ended March 31, 2015 and 33% of our total revenue (excluding inter-company revenue) for the quarterly period ended June 26, 2015. See "Description of Notes—Guarantees."
Certain Covenants	The terms of the notes restrict our ability and the ability of certain of our subsidiaries to:
	• create liens;
	• enter into sale-leaseback transactions;
	• create, incur, issue, assume or guarantee any funded debt; and
	• consolidate or merge with, or convey, transfer or lease all or substantially all our assets to, another person.
	However, these limitations will be subject to a number of important qualifications and exceptions. See "Description of Notes—Certain Covenants."
Optional Redemption	At any time prior to March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), we may redeem some or all of the notes at any time at a price equal to 100% of the principal amount thereof plus a "make-whole" premium. At any time on or after March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), we may redeem some or all of the notes at a price equal to 100% of the principal amount thereof. See "Description of Notes—Optional Redemption." We may redeem all of the notes in the event of certain changes in taxes as described under the heading "Description of Notes—Optional Redemption in Circumstances Involving Taxation."
Change of Control	Upon a change of control repurchase event (as defined under "Description of Notes—Purchase of Notes Upon a Change of Control Repurchase Event"), we will be required to make an offer to purchase the notes. The purchase price will equal 101% of the principal amount of the notes on the date of purchase plus accrued interest. We may not have sufficient funds available at the time of any change of control to make any required debt repayment (including repurchases of the notes). See "Risk Factors—Risks Related to the Notes—We may not be able to repurchase the notes upon a change of control repurchase event."

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Withholding Taxes	We will make all payments of principal and interest for the exchange notes free and clear of, and without withholding or deduction for taxes of Singapore and certain other jurisdictions. In the event that we are required to deduct or withhold any such taxes, we will pay additional amounts to the holders as a gross up in respect of such taxes. This obligation is subject to some exceptions which are described in "Description of Notes—Payment of Additional Amounts."
No Public Trading Market	The exchange notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the exchange notes. Accordingly, there can be no assurance that a market for the exchange notes will develop upon the completion of the exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market.
Trustee, Registrar and Transfer Agent	U.S. Bank National Association is the trustee under the indenture governing the notes and has also been appointed to act as registrar, transfer agent and paying agent for the notes. U.S. Bank National Association is also serving as exchange agent in connection with the exchange offer. In addition, U.S. Bank National Association is the trustee under the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023. We have entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank National Association or its affiliates. See "Description of Notes—Regarding the Trustee."
Governing Law	State of New York
Risk Factors	You should carefully consider the information in the section entitled "Risk Factors" and under the heading "Risk Factors" in our 2015 10-K and in our subsequent filings under the Exchange Act, and all other information included or incorporated by reference in this prospectus for an explanation of certain risks associated with the exchange offer.

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RISK FACTORS

An investment in the notes is subject to risks and uncertainties. You should carefully consider the risks described below in addition to the other information contained or incorporated by reference in this prospectus, including under the heading "Risk Factors" in our 2015 10-K and in our subsequent filings under the Exchange Act, before deciding whether to participate in the exchange offer and invest in the exchange notes. See "Where You Can Find More Information" for information about how to obtain a copy of these documents. Our business, results of operations and financial condition may be materially adversely affected due to any of the risks described below and the risks described in Item 1A of our 2015 10-K and in our subsequent filings under the Exchange Act. In addition, we may face risks that are not described below, in Item 1A of our 2015 10-K or in our subsequent filings under the Exchange Act or incorporated by reference in this prospectus because we are either not presently aware of them or we currently believe that they are not material. Such risks may be harmful to our business and the value or liquidity of the notes and result in the loss of all or part of your investment in the notes.

Risks Related to the Exchange Offer

If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid.

        Original notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We will issue exchange notes in exchange for the original notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in "The Exchange Offer—Procedures for Tendering." These procedures and conditions include timely receipt by the exchange agent of such original notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent's message from The Depository Trust Company ("DTC")).

        Because we anticipate that most holders of original notes will elect to exchange their original notes, we expect that the liquidity of the market for any original notes remaining after the completion of the exchange offer will be substantially limited. Any original notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the original notes outstanding. Following the exchange offer, if you do not tender your original notes, you generally will not have any further registration rights, and your original notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the original notes could be adversely affected.

If you are a broker-dealer, your ability to transfer the exchange notes may be restricted.

        A broker-dealer that acquired the original notes for its own account as a result of market-making activities or other trading activities must comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

If an active trading market does not develop for the exchange notes, you may be unable to sell the exchange notes or to sell them at a price you deem sufficient.

        The exchange notes are a new issue of securities for which there is currently no public trading market. We do not intend to list the exchange notes on any securities exchange or automated dealer quotation system. Accordingly, we cannot assure you that an active trading market will develop for the exchange notes upon completion of the exchange offer or, if such a market does develop, that such market will be maintained or as to the liquidity of any market. If an active market does not develop or

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is not maintained, the market price and the liquidity of the exchange notes may be adversely affected. In addition, the liquidity of the trading market for the exchange notes, if it develops, and the market price quoted for the exchange notes, may be adversely affected by changes in prevailing interest rates and market conditions generally, as well as changes in our performance and negative changes in the ratings assigned to us or our debt securities.

Risks Related to the Exchange Notes

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the notes.

        As of June 26, 2015, we had $2.7 billion of total indebtedness, including the notes. Our ability to make payments on and to refinance our existing and future indebtedness, including the notes, will depend on our current and future ability to generate cash from our operations. Our ability to generate cash from our operations is subject to economic and financial conditions in our industry, the global economy and legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the notes.

        A substantial decrease in our operating cash flow or a substantial increase in our expenses could make it difficult for us to meet debt service requirements and could require us to modify our operations, including by selling assets, reducing our capital expenditures, refinancing all or a portion of our existing debt or obtaining additional financing. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

We may incur substantial additional indebtedness in the future.

        The provisions contained in the agreements relating to our indebtedness, including our Credit Facilities, the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023 and the indenture governing the original notes and the exchange notes, do not completely prohibit us from incurring additional indebtedness, and the amount of indebtedness that we could incur could be substantial. Accordingly, we could incur significant additional indebtedness in the future. If we incur additional unsecured senior indebtedness, the holders of that debt will be entitled to share ratably with the holders of the exchange notes in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization or similar proceedings. This may have the effect of reducing the amount of proceeds paid to holders of the exchange notes. If new debt is added to our current debt levels, the related risks that we now face could intensify. As of June 26, 2015, we had no amounts outstanding under our revolving credit facility and had borrowing availability of $1.5 billion under that facility. See "Description of Other Indebtedness—Term Loan due March 2019 and Revolving Line of Credit."

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

        Any default under the agreements governing our other indebtedness could result in us being unable to make payments of principal, premium, if any, or interest on the exchange notes and could substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal,

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premium, if any, or interest on our other indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our other indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest.

The exchange notes will be structurally subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries.

        The exchange notes will be structurally subordinated to any indebtedness and other liabilities of our non-guarantor subsidiaries. As of June 26, 2015, the total liabilities of our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015), excluding intercompany debt but including trade payables, were approximately $4.3 billion. Our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015) generated 35% of our total revenue (excluding inter-company revenue) for the fiscal year ended March 31, 2015 and 33% of our total revenue (excluding inter-company revenue) for the quarterly period ended June 26, 2015. Our non-guarantor subsidiaries are separate and distinct legal entities, and have no obligation to pay any amounts due on the exchange notes or to provide us with funds for our payment obligations. Our right to receive any assets of any of our non-guarantor subsidiaries, as an equity holder of such subsidiaries, upon their liquidation or reorganization, and the consequent right of the holders of the exchange notes to participate in those assets, will be structurally subordinated to the claims of that subsidiary's creditors, including trade creditors, except to the extent that we are recognized as a creditor of that subsidiary, in which case our claims would still be effectively subordinated to any mortgage or other liens on the assets of such subsidiary and would be subordinated to any indebtedness of such subsidiary senior to that held by us.

The exchange notes will be unsecured and effectively subordinated to all of our secured obligations to the extent of the value of the collateral securing such obligations.

        Although we currently do not have any material amount of secured indebtedness outstanding, we may incur additional secured indebtedness in the future. Holders of any of our future secured indebtedness will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing such indebtedness, subject to certain rights accorded under the indenture for the exchange notes to become secured pari passu with other secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of our secured indebtedness will have prior claim to our assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our other unsecured indebtedness that is deemed to be of the same class as the exchange notes. In that event, because the exchange notes will not be secured by any of our assets, it is possible that our remaining assets may not be sufficient to satisfy your claims in full.

We conduct substantially all of our operations through our subsidiaries and depend on cash flow from our subsidiaries to meet our obligations. Your right to receive payments on the exchange notes could be adversely affected if any of our subsidiaries becomes unable to distribute cash to us.

        Because substantially all of our operations are conducted through our subsidiaries, our cash flow and ability to service debt, including the exchange notes, will depend in part upon the earnings of our subsidiaries and the distribution of those earnings to, or under loans or other payments of funds by our subsidiaries to, us. Provisions of law, such as those requiring that dividends be paid only from surplus, could limit the ability of our subsidiaries to make payments or other distributions to us. Furthermore, these subsidiaries could in certain circumstances agree to contractual restrictions on their ability to

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make distributions. These restrictions could also render the subsidiary guarantors financially or contractually unable to make payments under their guarantees of the exchange notes.

        As of June 26, 2015 and March 31, 2015, over half of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. Although substantially all of the amounts held outside of Singapore could be repatriated, under current laws, a significant amount could be subject to income tax withholdings. Repatriation could result in an additional income tax payment, however, our intent is to permanently reinvest our foreign earnings considered indefinitely reinvested outside of Singapore (approximately $800.0 million as of March 31, 2015) and our current plans do not demonstrate a need to repatriate them to fund our operations in jurisdictions outside of where they are held. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing cash flows, external borrowings, or both.

We have limited covenants in the indenture that will govern the exchange notes.

        The indenture that will govern the exchange notes contains limited covenants, including those restricting our ability and certain of our subsidiaries' ability to create certain liens, enter into certain sale and lease back transactions, and incur funded debt. The limitation on liens, limitation on sale and leaseback transactions, restrictions on funded debt of restricted subsidiaries and additional guarantees by subsidiaries covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to material assets and additional non-guarantor subsidiary debt. See "Description of Notes—Certain Covenants." In light of these exceptions, holders of the exchange notes may be structurally or contractually subordinated to new lenders.

The guarantees may be limited in duration.

        The guarantee of a subsidiary guarantor under the exchange notes will terminate under certain defined customary circumstances. See "Description of Notes—Guarantees." For example, the guarantee of a subsidiary guarantor will terminate upon such guarantor ceasing to be a guarantor or a borrower under our Credit Facilities, if such subsidiary guarantee was (i) entered into on the issue date of the original notes and such guarantor was a guarantor or borrower under our Credit Facilities on the issue date of the original notes or (ii) required to be entered into after the issue date of the original notes as a result of such guarantor becoming a guarantor or borrower under our Credit Facilities after the issue date of the original notes. In addition, the indenture does not contain any covenants that materially restrict our ability to sell, transfer or otherwise dispose of our assets, including the capital stock of our subsidiaries, or the assets of any of our subsidiaries, except as described under the caption "Description of Notes—Merger, Consolidation or Sale of Assets." In the event that we sell, transfer or otherwise dispose of some or all of the capital stock of a subsidiary guarantor, such that it is no longer a subsidiary of ours, the guarantee of that subsidiary would terminate. The subsidiary guarantees would also terminate if the notes are rated investment grade by Moody's Investors Service Inc. and Standard & Poor's Financial Services LLC and continue to be rated investment grade after the subsidiary guarantees terminate. In the event that a guarantee of a subsidiary guarantor under the notes terminates, holders of the notes will no longer have a direct claim against that subsidiary under that guarantee.

Flex may not be able to repurchase the notes upon a change of control repurchase event.

        As described under "Description of Notes—Purchase of Notes Upon a Change of Control Repurchase Event," upon the occurrence of a change of control repurchase event, Flex will be required to offer to repurchase all outstanding notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest to the date of repurchase. Flex may not have sufficient

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funds at the time of the change of control repurchase event to make the required repurchase of the notes or have the ability to arrange necessary financing on acceptable terms, or at all.

        A change of control giving rise to a change of control repurchase event will also be an event of default under our Credit Facilities. This event will permit the lenders under our Credit Facilities to accelerate the indebtedness outstanding thereunder. If we are required to repurchase the notes pursuant to a change of control repurchase event and repay certain amounts outstanding under our Credit Facilities if such indebtedness is accelerated, we are likely to require third-party financing. We cannot be sure that we would be able to obtain third-party financing on acceptable terms, or at all.

Insolvency laws and other limitations on the guarantees may adversely affect their validity and enforceability.

        On the issue date of the exchange notes, the exchange notes will be, guaranteed, jointly and severally, fully and unconditionally (subject to the subsidiary guarantee termination provisions described under "Description of Notes—Guarantees"), and on an unsecured basis, by each of our subsidiaries that guarantees our indebtedness under, or is a borrower under, our Credit Facilities. On the issue date of the exchange notes, the guarantors of the exchange notes will each be a 100% owned subsidiary of Flex. The guarantors of the notes as of the date of this prospectus are organized under the laws of Brazil, the Federal Territory of Labuan in Malaysia, Hungary, Mauritius, the Netherlands and the United States. Although laws differ among these jurisdictions, in general, applicable fraudulent transfer and conveyance, equitable principles and insolvency laws and limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could limit the enforceability of the guarantee against a guarantor. The court may also in certain circumstances avoid the guarantee where the company is close to or in the vicinity of insolvency. The following discussion of fraudulent transfer and conveyance and insolvency law, although an overview, describes generally applicable terms and principles, which are defined under the relevant jurisdiction's fraudulent transfer and insolvency statutes.

        In an insolvency proceeding, it is possible that creditors of the guarantors or the appointed insolvency administrator may challenge the guarantees and intercompany obligations generally as fraudulent transfers or conveyances or on other grounds. If so, such laws may permit a court, if it makes certain findings, to:

•

avoid or invalidate all or a portion of a guarantor's obligations under its guarantee;

•

direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of the guarantor's creditors; and

•

take other action that is detrimental to you.

        If we cannot satisfy our obligations under the exchange notes and any guarantee is found to be a fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the exchange notes. In addition, the liability of each guarantor under its guarantee of the exchange notes will be limited to the amount that will result in such guarantee not constituting a fraudulent conveyance or improper corporate distribution or otherwise being set aside. The amount recoverable from a guarantor will also be limited. However, there can be no assurance as to what standard a court would apply in making a determination of the maximum liability of each guarantor and whether a court would give effect to such attempted limitation. Also, there is a possibility that the entire guarantee may be set aside, in which case, the entire liability may be extinguished.

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        In order to initiate any of these actions under fraudulent transfer or other applicable principles, courts typically may determine that, at the time the guarantees were issued, the guarantor:

•

issued such guarantee with the intent of hindering, delaying or defrauding current or future creditors or with a desire to prefer some creditors over others;

•

issued such guarantee in a situation where a prudent businessman as a shareholder of ours would have contributed equity to us; or

•

received less than reasonably equivalent value for incurring the debt represented by such guarantee on the basis that the guarantee was incurred for our benefit, and only indirectly the guarantor's benefit, or some other basis and (1) was insolvent or rendered insolvent by reason of the issuance of the guarantee or subsequently became insolvent for other reasons; (2) was engaged, or about to engage, in a business transaction for which the guarantor's assets were unreasonably small; or (3) intended to incur, or believed it would incur, debts beyond its ability to make required payments as and when they would become due.

        Different jurisdictions evaluate insolvency on various criteria, but a guarantor generally may in different jurisdictions be considered insolvent at the time it issued a guarantee if:

•

its liabilities exceed the fair market value of its assets;

•

it cannot pay its debts as and when they become due; and/or

•

the present saleable value of its assets is less than the amount required to pay its total existing debts and liabilities, including contingent and prospective liabilities, as they mature or become absolute.

        We cannot assure you which standard a court would apply in determining whether a guarantor was "insolvent" as of the date the guarantees were issued or that, regardless of the method of valuation, a court would not determine that a guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a guarantor was insolvent on the date its guarantee was issued, that payments to holders of the exchange notes constituted fraudulent transfers on other grounds.

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to our debt securities could cause the liquidity or market value of the exchange notes to decline significantly and increase our cost of borrowing.

        Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. In general, rating agencies base their ratings on many quantitative and qualitative factors, including, but not limited to, capital adequacy, liquidity, asset quality, business mix and quality of earnings, and, as a result, we may not be able to maintain our current credit ratings.

        Credit rating agencies continually review their ratings for the companies that they follow, including us. Borrowing under our credit facilities, as well as the future incurrence of additional secured or additional unsecured indebtedness, may cause the rating agencies to reassess the ratings assigned to our debt securities. Any such action may lead to a downgrade of any rating assigned to the notes or in the assignment of a rating for the notes that is lower than might otherwise be the case. Real or anticipated changes in our credit ratings could cause the liquidity or market value of the notes to decline significantly.

        There can be no assurance that the ratings assigned to the notes will remain for any given period of time or that these ratings will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our company, so warrant. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We do not undertake any obligation to maintain the ratings or to advise holders of the notes of any changes in ratings. Each agency's rating should be evaluated independently of any other agency's rating.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy the obligations of Flex and the guarantors under the registration rights agreement entered into in connection with the issuance of the original notes. We will not receive any proceeds from the issuance of exchange notes in connection with the exchange offer. In consideration for issuing the exchange notes, we will receive the original notes from you in like principal amount. The original notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our indebtedness other than to the extent that we incur any indebtedness in connection with the payment of expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and accounting and legal fees.

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RATIO OF EARNINGS TO FIXED CHARGES

        For purposes of calculating the ratio of earnings to fixed charges, earnings is the amount resulting from (1) adding (a) pretax income from continuing operations, (b) fixed charges, (c) amortization of capitalized interest and (d) distributed income of equity investees and (2) subtracting interest capitalized. For purposes of calculating the ratio of earnings to fixed charges, fixed charges is the sum of (x) interest expensed and capitalized, (y) amortized premiums, discounts and capitalized expenses related to indebtedness and (z) an estimate of interest within rental expense. Our ratio of earnings to fixed charges was as follows for the respective periods indicated:

Fiscal Year Ended March 31,
										Three Months Ended June 26, 2015
2011		2012		2013		2014		2015
	7.6		8.9		5.5		5.7		9.3		6.7

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the sale of the original notes on June 8, 2015, Flex and the guarantors named therein entered into a registration rights agreement with representatives of the several initial purchasers, under which Flex and the guarantors agreed to file an exchange offer registration statement under the Securities Act, to use commercially reasonable efforts to cause the exchange offer registration statement to become effective and to use best efforts to cause the exchange offer to be consummated. The exchange offer is being made pursuant to the registration rights agreement to satisfy the obligations of Flex and the guarantors named therein under that agreement.

        We are making the exchange offer in reliance on the position of the SEC as described in previous no-action letters issued to third parties. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of exchange notes who exchanges original notes for exchange notes in the exchange offer generally may offer the exchange notes for resale, sell the exchange notes and otherwise transfer the exchange notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. The preceding sentence does not apply, however, to a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the exchange notes only if the holder acknowledges that the holder is acquiring the exchange notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the exchange notes.

        Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act. Flex and the guarantors have agreed to make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which this prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities. See "Plan of Distribution."

        Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of exchange notes.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

        The registration rights agreement provides that, unless the exchange offer would not be permissible under applicable law or SEC policy, Flex and the guarantors: (i) will use commercially reasonable efforts to cause the registration statement of which this prospectus forms a part to become effective by the SEC at the earliest possible time, but in no event later than 270 days after June 8, 2015 (the "Effectiveness Target Date"), (ii) will keep the exchange offer open for a period of not less than the minimum period required under applicable U.S. federal and state securities laws to consummate the exchange offer and (iii) will use best efforts to cause the exchange offer to be consummated on the

17

earliest practicable date after the registration statement of which this prospectus forms a part has become effective, but in no event later than 30 business days after the Effectiveness Target Date. In the event that (1) any changes in law or the applicable interpretations of the staff of the SEC do not permit Flex and the guarantors to effect the exchange offer, (2) for any other reason, the exchange offer is not consummated within 310 days after June 8, 2015, (3) under certain circumstances, the initial purchasers shall so request or (4) any holder of original notes (other than the initial purchasers) is not eligible to participate in the exchange offer, we will, at our expense, (a) as soon as reasonably practicable, file with the SEC a shelf registration statement covering resales of the original notes and use our commercially reasonable efforts to cause the shelf registration statement to be declared effective within 90 days of the date the obligation to file a shelf registration statement arose and (b) use our commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the second anniversary of the effective date of the shelf registration statement and the date all original notes covered by the shelf registration statement have been sold as contemplated in the shelf registration statement. We will, in the event of the filing of the shelf registration statement, provide to each holder of the original notes and the trustee copies of the prospectus that is a part of the shelf registration statement, notify each such holder and the trustee when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the original notes. A holder of original notes that sells its original notes pursuant to the shelf registration statement generally (1) will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations thereunder). In addition, each holder of the original notes will be required to deliver information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement to have their original notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages described in the following paragraph.

        If:

(i)

any registration statement required by the registration rights agreement is not declared effective by the SEC on or prior to the Effectiveness Target Date;



(ii)

the exchange offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the exchange offer registration statement; or



(iii)

any registration statement required by the registration rights agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such registration statement that cures such failure and that is immediately declared effective (each such event referred to in clauses (i) through (iii) above, a "registration default"),

then the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any registration default, and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all registration defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different registration default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing.

        "Transfer Restricted Securities" means each original note, until the earliest to occur of (i) the date on which such original note is exchanged in the exchange offer for an exchange note entitled to be

18

resold to the public by the holder thereof without complying with the prospectus delivery requirements of the Securities Act, (ii) the date on which such original note has been effectively registered under the Securities Act and disposed of in accordance with a shelf registration statement and (iii) the date on which such original note is distributed to the public by a broker-dealer pursuant to the "Plan of Distribution" contemplated by this prospectus.

        The foregoing summary of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the complete provisions of the registration rights agreement, which is incorporated by reference in this prospectus.

Terms of the Exchange Offer

        We are offering, upon the terms and subject to the conditions of the exchange offer set forth in this prospectus and the accompanying letter of transmittal, to exchange the unregistered original notes for an equivalent amount of the exchange notes, which have been registered under the Securities Act. As of the date of this prospectus, $600,000,000 aggregate principal amount of original notes are outstanding.

        Upon the terms and subject to the conditions of the exchange offer set forth in this prospectus and the accompanying letter of transmittal, we will accept any and all original notes validly tendered prior to 11:59 p.m., New York City time, on the expiration date. Promptly after the expiration date (unless extended as described in this prospectus), we will issue exchange notes for a like principal amount of outstanding original notes validly tendered and accepted in connection with the exchange offer. The exchange notes issued in connection with the exchange offer will be delivered promptly after the expiration date. Holders may tender some or all of their original notes in connection with the exchange offer, but the original notes may only be tendered in exchange for exchange notes in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.

        The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be issued under the same indenture and be entitled to the same benefits under the indenture as the original notes being exchanged.

        Except as described under "Book-Entry, Delivery and Form," exchange notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC. See "Book-Entry, Delivery and Form."

        Holders of original notes do not have any appraisal or dissenters' rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of Regulation 14E under the Exchange Act. Original notes that are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but certain registration and other rights under the registration rights agreement will terminate and holders of the original notes will generally not be entitled to any registration rights under the registration rights agreement. See "—Consequences of Failure to Properly Tender Original Notes in the Exchange Offer."

        We will be considered to have accepted validly tendered original notes if and when we have given oral (to be followed by prompt written notice) or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

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        If any tendered original notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the original notes, without expense, to the tendering holder promptly after the expiration date for the exchange offer.

        Holders who tender original notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of original notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date for the exchange offer is 11:59 p.m., New York City time, on                    , 2015, unless we extend the expiration date for the exchange offer. We may extend this expiration date for the exchange offer in our sole discretion. If we so extend the expiration date for the exchange offer, the term "expiration date" for the exchange offer shall mean the latest date and time to which we extend the exchange offer.

        We reserve the right in our sole discretion:

•

to, prior to the expiration date, delay accepting any original notes;

•

to extend the exchange offer;

•

to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below under "—Conditions to the Exchange Offer" shall not have been satisfied or waived; or

•

to amend the terms of the exchange offer in any way we determine.

        We will give written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of original notes of the amendment or waiver, and extend the offer if required by law.

        We intend to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offer by making a timely release through an appropriate news agency.

        If we delay accepting any original notes or terminate the exchange offer, we promptly will pay the consideration offered, or return any original notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c).

Interest on the Exchange Notes

        Interest on the exchange notes will accrue at a rate of 4.750% per year from the most recent date to which interest on the respective original notes or exchange notes, as applicable, has been paid or, if no interest has been paid, from June 8, 2015. Interest on the notes is payable semi-annually in cash in arrears on June 15 and December 15.

Conditions to the Exchange Offer

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange any exchange notes for, any original notes and may terminate the exchange

20

offer as provided in this prospectus before the acceptance of the original notes, if prior to the expiration date:

•

any law, statute, rule or regulation shall have been proposed, adopted or enacted, or interpreted in a manner, which, in our reasonable judgment, would impair our ability to proceed with the exchange offer;

•

any action or proceeding is instituted or threatened in any court or by or before the SEC or any other governmental agency with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer;

•

we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated by this prospectus;

•

any change, or any condition, event or development involving a prospective change, shall have occurred or be threatened in the general economic, financial, currency exchange or market conditions in the United States or elsewhere that, in our reasonable judgment, would impair our ability to proceed with the exchange offer;

•

any other change or development, including a prospective change or development, that, in our reasonable judgment, has or may have a material adverse effect on us, the market price of the exchange notes or the original notes or the value of the exchange offer to us; or

•

there shall have occurred (i) any suspension or limitation of trading in securities generally on any national securities exchange or the over-the-counter market; (ii) a declaration of a banking moratorium by United States Federal or New York authorities; or (iii) a commencement or escalation of a war or armed hostilities involving or relating to a country where we do business or other international or national emergency or crisis directly or indirectly involving the United States.

        The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our sole discretion in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the above rights shall not constitute a waiver of such right, and such right shall be considered an ongoing right which we may assert at any time and from time to time.

        If we determine in our reasonable judgment that any of the events listed above has occurred, we may, subject to applicable law:

•

refuse to accept any original notes and promptly return all tendered original notes to the tendering holders and terminate the exchange offer;

•

extend the exchange offer and retain all original notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw those original notes (see "—Withdrawal of Tenders"); or

•

waive unsatisfied conditions relating to the exchange offer and accept all properly tendered original notes which have not been withdrawn. If this waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver in a manner reasonably calculated to inform the holders of original notes, the exchange agent and the trustee of the waiver, and extend the offer if required by law.

        Any determination by us concerning the above events will be final and binding.

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Procedures for Tendering

        The tender by a holder of original notes, as set forth below, and our acceptance of the original notes will constitute a binding agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

        Unless the tender is being made in book-entry form, to tender in the exchange offer, a holder must:

•

complete, sign and date the letter of transmittal, or a facsimile of it;

•

have the signatures guaranteed if required by the letter of transmittal; and

•

mail or otherwise deliver the signed letter of transmittal or the signed facsimile, the original notes and any other required documents to the exchange agent prior to 11:59 p.m., New York City time, on the expiration date.

        Any financial institution that is a participant in DTC's system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent's DTC account in accordance with DTC's electronic Automated Tender Offer Program procedures for such transfer. The confirmation of such book-entry transfer will include an agent's message stating that DTC has received an express acknowledgment from the participant in DTC tendering the original notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the terms of the letter of transmittal against such participant. A tender of original notes through a book-entry transfer into the exchange agent's account will only be effective if an agent's message or the letter of transmittal with any required signature guarantees and any other required documents are transmitted to and received or confirmed by the exchange agent at the address set forth below under the caption "—Exchange Agent," prior to 11:59 p.m., New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

        The method of delivery of original notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or original notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

        Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner's own behalf, the owner must, prior to completing and executing the letter of transmittal and delivery of such owner's original notes, either make appropriate arrangements to register ownership of the original notes in the owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signature on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the original notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution (as defined below).

        In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantee must be by a financial institution (including most banks, savings and loan

22

associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity an "eligible institution").

        If the letter of transmittal is signed by a person other than the registered holder of any original notes, the original notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

        If the letter of transmittal or any original notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

        We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered original notes in our sole discretion and our determination shall be final and binding on all parties. We reserve the absolute right to reject any and all original notes not properly tendered or any original notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular original notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of original notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of original notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In addition, we reserve the right, as set forth above under the caption "—Conditions to the Exchange Offer," to terminate the exchange offer. By tendering, each holder represents and acknowledges to us, among other things, that:

•

it has full power and authority to tender, exchange, sell, assign and transfer the original notes it is tendering and that we will acquire good, marketable and unencumbered title to the original notes, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the original notes are accepted by us;

•

the exchange notes acquired in connection with the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes;

•

it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes it will receive in the exchange offer;

•

it is not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours; and

•

if the holder is a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of the exchange notes, and that it will receive exchange notes for its own account in exchange for original notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

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Withdrawal of Tenders

        Except as otherwise provided herein, tenders of original notes may be withdrawn at any time prior to 11:59 p.m., New York City time, on the expiration date.

        To withdraw a tender of original notes in connection with the exchange offer, a written notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 11:59 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person who deposited the original notes to be withdrawn;

•

identify the original notes to be withdrawn (including the certificate number(s), if any, and principal amount of such original notes);

•

be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such original notes into the name of the person withdrawing the tender; and

•

specify the name in which any such original notes are to be registered, if different from that of the depositor.

        If original notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes or otherwise comply with DTC's procedures.

        We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices and our determination shall be final and binding on all parties. Any original notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued unless the original notes withdrawn are validly re-tendered. Any original notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be re-tendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Exchange Agent

        We have appointed U.S. Bank National Association as exchange agent in connection with the exchange offer. Questions and requests for assistance, as well as requests for additional copies of this prospectus or of the letter of transmittal, should be directed to the exchange agent at U.S. Bank National Association, Global Corporate Trust Services, Attn: Specialized Finance, 111 Fillmore Ave. East, EP-MN-WS2N, St. Paul, MN 55107. The exchange agent's telephone number is (800) 934-6802 and its facsimile number is (651) 466-7372. U.S. Bank National Association is also the trustee under the indenture governing the notes. In addition, U.S. Bank National Association is the trustee under the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023. In addition, we have entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank National Association or its affiliates, including the following: (i) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of the original notes, (ii) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of our 4.625% notes due February 2020 and our 5.000% notes due February 2023 , (iii) U.S. Bank National Association (or its affiliates) is a lender under our Revolving/Term Loan A Facility and (iv) U.S. Bank National Association (or its affiliates) from time to time purchases accounts receivable from us pursuant to an uncommitted accounts receivable purchase facility.

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DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

        We have not retained any dealer-manager in connection with the exchange offer, and we will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay certain other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and certain accountant and legal fees.

        Holders who tender their original notes for exchange in the exchange offer will not be obligated to pay any transfer taxes. If, however, exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the original notes tendered; tendered original notes are registered in the name of any person other than the person signing the letter of transmittal; or a transfer tax is imposed for any reason other than the exchange of original notes in connection with the exchange offer, then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the original notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer.

Consequences of Failure to Properly Tender Original Notes in the Exchange Offer

        Issuance of the exchange notes in exchange for the original notes under the exchange offer will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal (or an agent's message from DTC) and the certificate(s) representing such original notes (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the original notes desiring to tender such original notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. None of we, the trustee or the exchange agent are under any duty to give notification of defects or irregularities of tenders of original notes for exchange or waive any such defects or irregularities. Original notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offer, certain registration rights under the registration rights agreement will terminate.

        In the event the exchange offer is completed, we generally will not be required to register the remaining original notes, subject to limited exceptions. Remaining original notes will continue to be subject to the following restrictions on transfer:

•

the remaining original notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if such registration is not required by law; and

•

the remaining original notes will bear a legend restricting transfer in the absence of registration or an exemption.

        We do not anticipate that we will register the remaining original notes under the Securities Act. To the extent that original notes are tendered and accepted in connection with the exchange offer, any trading market for remaining original notes could be adversely affected. See "Risk Factors—Risks

25

Related to the Exchange Offer—If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid."

Neither we nor our board of directors make any recommendation to holders of original notes as to whether to tender or refrain from tendering all or any portion of their original notes pursuant to the exchange offer. Moreover, no one has been authorized to make any such recommendation. Holders of original notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of original notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

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DESCRIPTION OF NOTES

        We issued the original notes, and will issue the exchange notes, under an indenture, dated as of June 8, 2015, by and among Flextronics International Ltd., the guarantors party thereto and U.S. Bank National Association, as trustee (the "trustee"), which was supplemented by a first supplemental indenture, dated as of September 11, 2015 (as supplemented, the "indenture"). We refer to the original notes and the exchange notes together as the "notes."

        Any original notes that remain outstanding after completion of the exchange offer, together with the exchange notes that will be issued in the exchange offer, will be treated as a single class of securities under the indenture. The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes.

        Unless the context otherwise requires, references to "notes" in this "Description of Notes" include the original notes issued to the initial purchasers in transactions that were not subject to the Securities Act and the exchange notes that will be issued in the exchange offer which have been registered under the Securities Act.

        The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The following description is a summary of the material provisions of the notes and the indenture and is not a complete description thereof and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the indenture and the notes and those terms made part of the indenture by the Trust Indenture Act. We urge you to read the indenture because the indenture, and not this description, defines your rights as holders of the notes. Copies of the indenture are available upon written request to us as described in the section "Where You Can Find More Information."

        The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture.

        References to "Flex," "we," "us" and "our" in this "Description of Notes" of this prospectus are only to Flextronics International Ltd. and not to any of its subsidiaries.

General

        The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes. The exchange notes will have the following basic terms:

•

the exchange notes will be senior unsecured obligations of Flex and will rank equally with all other existing and future senior and unsecured debt obligations of Flex, including borrowings under its Credit Facilities;

•

the exchange notes will be initially guaranteed by all subsidiaries that guarantee Flex's Credit Facilities and by all subsidiaries that guarantee or become borrowers under Flex's Credit Facilities in the future;

•

the notes are limited to $600 million aggregate principal amount (subject to the rights of Flex to issue additional notes as described under "—Further Issuances" below);

•

the exchange notes will accrue interest at the rate of 4.750% per year;

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•

interest will accrue on the exchange notes from the most recent interest payment date to or for which interest has been paid or duly provided (or if no interest has been paid or duly provided for, from the issue date of the original notes), payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2015;

•

the exchange notes will mature on June 15, 2025, unless redeemed or repurchased prior to that date;

•

Flex may redeem the exchange notes, in whole or in part, at any time at its option as described under "—Optional Redemption," as well as in the event of changes in taxes as described under "—Optional Redemption in Circumstances Involving Taxation";

•

Flex may be required to repurchase the notes in whole or in part at your option in connection with the occurrence of a "change of control repurchase event" as described under "—Purchase of Notes Upon a Change of Control Repurchase Event";

•

the exchange notes will be issued in registered form in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof;

•

the notes will be represented by one or more global notes registered in the name of a nominee of The Depository Trust Company ("DTC"), but in certain circumstances may be represented by notes in definitive form (see "—Form, Denomination and Registration of Notes" below); and

•

the exchange notes will be exchangeable and transferable, at the office or agency of Flex maintained for such purposes (which initially will be the corporate trust office of the trustee).

        Interest on each note will be paid to the person in whose name that note is registered at the close of business on June 1 or December 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30- day months.

        If any interest or other payment date of a note falls on a day that is not a business day, the required payment of principal, premium, if any, or interest will be due on the next succeeding business day as if made on the date that the payment was due, and, unless Flex defaults on such payment, no interest will accrue on that payment for the period from and after that interest or other payment date, as the case may be, to the date of that payment on the next succeeding business day. The term "business day" means, with respect to the notes, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in The City of New York or in a place of payment.

        The original notes are not, and the exchange notes will not be, subject to any sinking fund.

        Flex may, subject to compliance with applicable law, at any time purchase notes in the open market or otherwise.

Guarantees

        The obligations of Flex (including any obligation to repurchase the notes upon a change of control repurchase event) pursuant to the original notes are, and on the issue date of the exchange notes, such obligations of Flex pursuant to the exchange notes will be, guaranteed jointly and severally, fully and unconditionally (subject to the subsidiary guarantee termination provisions described below), and on an unsecured basis, by each subsidiary of Flex that guarantees indebtedness of Flex under, or is a borrower under, the Credit Facilities. On the issue date of the exchange notes, the guarantors of the exchange notes will each be a 100% owned subsidiary of Flex. As of the date of this prospectus, the guarantors of the notes are the following 100% owned subsidiaries of Flex: Flextronics America, LLC, Flextronics Industries Marketing (L) Ltd., Flextronics International Asia-Pacific Ltd, Flextronics

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International Europe B.V., Flextronics International Kft., Flextronics International Tecnologia Ltda., Flextronics International USA, Inc., Flextronics Logistics USA, Inc., Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales and Marketing Consumer Digital Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Telecom Systems Ltd. As set forth under "Certain Covenants—Additional Guarantees by Subsidiaries," subsidiaries that guarantee indebtedness of Flex under, or are borrowers under, the Credit Facilities in the future will also be required to guarantee the notes.

        Each subsidiary guarantee will be limited to the maximum amount that would not render the guarantor's obligation subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state or foreign law. By virtue of this limitation, a guarantor's obligation under its subsidiary guarantee could be significantly less than amounts payable with respect to the notes, or a guarantor may have effectively no obligation under its subsidiary guarantee. See "Risk Factors—Risks Related to the Notes—Insolvency laws and other limitations on the guarantees may adversely affect their validity and enforceability."

        The subsidiary guarantee of a guarantor will terminate upon:

        (1)   a sale or other disposition (including by way of consolidation or merger, spin-off or liquidation or dissolution) of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to Flex or a subsidiary) otherwise permitted by the indenture;

        (2)   such guarantor ceasing to be a guarantor or a borrower under the Credit Facilities, if such subsidiary guarantee was (i) entered into on the issue date of the original notes and such guarantor was a guarantor or borrower under the Credit Facilities on the issue date of the original notes or (ii) required to be entered into after the issue date of the original notes as a result of such guarantor becoming a guarantor or borrower under the Credit Facilities after the issue date of the original notes;

        (3)   defeasance or discharge of the notes, as provided in "Discharge, Defeasance and Covenant Defeasance"; or

        (4)   if at any time the notes are rated investment grade by both rating agencies; provided that each rating agency confirms that the notes will continue to be rated investment grade after the subsidiary guarantees are terminated; and provided further that if at any time the notes cease to be rated investment grade by both rating agencies, each subsidiary that would have been required to guarantee the notes pursuant to the indenture shall promptly execute and deliver a supplemental indenture to the indenture guaranteeing the notes.

Ranking

        The original notes rank, and the exchange notes will rank, equally with all of our existing and future senior and unsecured indebtedness. As of June 26, 2015, we had $2.7 billion of total indebtedness, including the notes, substantially all of which was unsecured.

        A substantial portion of our operations are conducted through our subsidiaries. Certain of our existing and future subsidiaries will not be required to guarantee the notes. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of Flex, including holders of the notes. As of June 26, 2015, the total liabilities of our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015), excluding intercompany debt but including trade payables, were approximately $4.3 billion.

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        The indenture does not limit the amount of indebtedness that we may incur. The indenture does limit the ability of our non-guarantor restricted subsidiaries to incur indebtedness and of any of our non-guarantor subsidiaries to guarantee our indebtedness under our Credit Facilities. See "—Certain Covenants—Restrictions on Funded Debt of Restricted Subsidiaries" and "—Certain Covenants—Additional Guarantees by Subsidiaries."

Payment of Additional Amounts

        The indenture provides that any amounts paid, or caused to be paid, by us or our assignee, or any of our successors, under the indenture will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges ("taxes") whatsoever imposed, assessed, levied or collected by or on behalf of Singapore, including any political subdivision or taxing authority thereof, or the jurisdiction of incorporation or residence of any of our assignees or any of our successors, or any subsidiary, branch, division or other entity through which we may from time to time direct any payments of principal, premium, if any, and interest on the notes or any political subdivision or taxing authority thereof (an "other jurisdiction"). If deduction or withholding of any taxes shall at any time be required by Singapore or any other jurisdiction, we, our assignee or any relevant successor will, subject to timely compliance by the holders or beneficial owners of the relevant notes with any relevant administrative requirements, pay or cause to be paid such additional amounts ("additional amounts") in respect of principal of, premium, if any, or interest, as may be necessary in order that the net amounts paid to the holders of the notes outstanding on the date of the required payment or the trustee under the indenture, as the case may be, pursuant to the indenture, after the deduction or withholding, shall equal the respective amounts that the holder would have received if the taxes had not been withheld or deducted.

        However, no additional amounts shall be paid to any holder or beneficial owner for or on account of any of the following:

        (1)   any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that the holder or beneficial owner of the relevant note has or had some connection with Singapore or any other jurisdiction, including that the holder or beneficial owner is or has been a domiciliary, national or resident of, engages or has been engaged in a trade or business, is or has been organized under, maintains or has maintained an office, a branch subject to taxation, or a permanent establishment, or is or has been physically present in Singapore or any other jurisdiction, or otherwise has or has had some connection with Singapore or any other jurisdiction, other than solely the holding or ownership of a note, or the collection of principal of, premium, if any, and interest on, or the enforcement of, a note;

        (2)   any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant note was presented more than thirty days after the date such payment became due or was provided for, whichever is later;

        (3)   any present or future taxes which are payable otherwise than by deduction or withholding on or in respect of the relevant note;

        (4)   any present or future taxes which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Singapore or any other jurisdiction of the holder or beneficial owner of the relevant note, if such compliance is required by a statute or regulation or administrative practice of Singapore, the other jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes;

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        (5)   any present or future taxes (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant note had been the holder of such note, or (B) which, if the beneficial owner of such note had held the note as the holder of such note, would have been excluded pursuant to any one or combination of clauses (1) through (4) above;

        (6)   any capital gain, estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; or

        (7)   any combination of the above.

        All references herein to payments of principal of, premium, if any, and interest on the notes shall be deemed to include any additional amounts that may become payable in respect of the notes.

Optional Redemption

        Flex may redeem the notes at its option at any time, either in whole or in part. Flex will, however, pay the interest installment due on any interest payment date that occurs on or before a redemption date to each holder of the notes to be redeemed as of the close of business on the record date immediately preceding that interest payment date.

        If Flex elects to redeem the notes, either in whole or in part, prior to March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), it will pay a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date:

•

100% of the aggregate principal amount of the notes to be redeemed; or

•

the sum of the present values of the remaining scheduled payments on the notes to be redeemed, as defined below.

        If Flex elects to redeem the notes, either in whole or in part, on or after March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), it will pay a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date.

        In determining the present values of the remaining scheduled payments, Flex will discount such payments to the redemption date on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the treasury rate plus 0.375% (37.5 basis points).

        The following terms are relevant to the determination of the redemption price:

        "comparable treasury issue" means the United States Treasury security selected by an independent investment banker as having an actual or interpolated maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

        "comparable treasury price" means, with respect to any redemption date, (1) the arithmetic average of the reference treasury dealer quotations for such redemption date after excluding the highest and lowest reference treasury dealer quotations, or (2) if Flex obtains fewer than four reference treasury dealer quotations, the arithmetic average of all reference treasury dealer quotations for such redemption date.

        "independent investment banker" means an independent investment banking institution of national standing that is a primary U.S. Government securities dealer in New York City appointed by Flex.

        "reference treasury dealer" means any four primary U.S. Government securities dealers in New York City selected by Flex.

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        "reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the arithmetic average of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing by such reference treasury dealer as of 3:30 p.m., New York City time, on the third business day preceding such redemption date.

        "remaining scheduled payments" means, with respect to any note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

        "treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the comparable treasury issue. In determining this rate, Flex will assume a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

        Notice of any redemption will be sent at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. If less than all of the notes are to be redeemed, the trustee will select the notes or portions thereof in authorized denominations to be redeemed by lot, pro rata or by any other method customarily authorized by the clearing systems (subject to DTC procedures). The trustee shall promptly notify Flex of the notes selected for redemption and, in the case of any partial redemption, the principal amount thereof to be redeemed; provided, however, that the principal amount of the notes so selected by the trustee for such partial redemption shall not exceed the amount which Flex has elected to redeem.

        Unless Flex defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes, or portions thereof, called for redemption.

Optional Redemption in Circumstances Involving Taxation

        We may, at our option, redeem the notes in whole at any time at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for redemption (the "tax redemption price") if a change in tax law occurs.

        A "change in tax law" is any change in or any amendment to the laws, including any applicable double taxation treaty or convention (or regulation or ruling promulgated thereunder), of Singapore, or any other jurisdiction, as defined under "—Payment of Additional Amounts," or of any political subdivision or taxing authority thereof, affecting taxation, or any change in the application or interpretation or official position regarding the application of such laws, double taxation treaty or convention that:

•

becomes effective on or after the issue date of the original notes or, in some circumstances, a later date on which any of our assignees or the assignee of one of our successor corporations becomes such, as permitted under the indenture; and

•

would require that we, our assignee or any relevant successor make payments of additional amounts on the next succeeding date for the payment thereof following the determination by us, our assignee or any relevant successor that the effect of the change in tax law cannot be avoided through any reasonable measures available to us.

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Purchase of Notes Upon a Change of Control Repurchase Event

        If a change of control repurchase event occurs, unless Flex has exercised its right to redeem the notes as described above, Flex will be required to make an offer to each holder of notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000 in excess thereof, provided that no note in an unauthorized denomination may remain outstanding after such repurchase) of that holder's notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not including, the date of repurchase. Within 30 days following any change of control repurchase event or, at the option of Flex, prior to any change of control, but after the public announcement of the change of control, Flex will send a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice.

        Flex will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the notes, Flex will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the notes by virtue of compliance with such securities laws or regulations.

        On the repurchase date following a change of control repurchase event, Flex will, to the extent lawful:

        (1)   accept for payment all the notes or portions of the notes properly tendered pursuant to its offer;

        (2)   deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered (no interest or dividends will be paid on any such deposit); and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal amount of notes being purchased by Flex.

        The paying agent will disburse to each holder of notes properly tendered the purchase price for the notes, and Flex shall execute, and the trustee will authenticate and deliver (or cause to be transferred by book-entry) to each holder, a new note equal in principal amount to any unpurchased portion of any notes surrendered.

        Flex will not be required to make an offer to repurchase the notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by Flex and such third party purchases all notes properly tendered and not withdrawn under its offer.

        The change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Flex and, thus, the removal of incumbent management. The change of control repurchase event feature is a result of negotiations between Flex and the initial purchasers.

        Flex has no present intention to engage in a transaction involving a change of control, although it is possible that Flex could decide to do so in the future. Subject to the limitations discussed below, Flex could, in the future, enter into certain transactions, including acquisitions, refinancings or other

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recapitalizations, that would not constitute a change of control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of Flex or credit ratings of the notes. Restrictions on the ability of Flex and certain of its subsidiaries to incur liens, enter into sale and leaseback transactions, incur funded debt, guarantee indebtedness under the Credit Facilities, and consolidate, merge or sell assets are contained in the covenants as described under "—Certain Covenants—Limitation on Liens," "—Certain Covenants—Limitation on Sale and Leaseback Transactions," "—Certain Covenants—Restrictions on Funded Debt of Restricted Subsidiaries," "—Certain Covenants—Additional Guarantees by Subsidiaries" and "—Certain Covenants—Merger, Consolidation or Sale of Assets." Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a change of control repurchase event, the indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a decline in the credit quality of Flex or a highly leveraged or similar transaction involving Flex.

        Flex may not have sufficient funds to repurchase all the notes upon a change of control repurchase event. In addition, even if it has sufficient funds, Flex may be prohibited from repurchasing the notes under the terms of other agreements relating to Flex's indebtedness at the time (although Flex currently does not have any agreements precluding such repurchase of the notes).

Further Issuances

        Flex may from time to time, without notice to, or the consent of, the holders of notes, create and issue additional notes having the same terms as, and ranking equally and ratably with, the notes in all respects (except for the issue date and, if applicable, the payment of interest accruing prior to the issue date of such additional notes and the first payment of interest following the issue date of such additional notes). Except as described under "—Modifications and Waivers," the notes and any additional notes, will, in each case, be consolidated and form a single series, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, and will vote together as one class on all matters. If any additional notes are not fungible with the notes for U.S. federal income tax purposes, they will have a separate CUSIP number.

Certain Covenants

        Except as set forth below, neither Flex nor any of its subsidiaries will be restricted by the indenture from:

•

incurring any indebtedness or other obligation;

•

paying dividends or making distributions on the capital stock of Flex or of such subsidiaries; or

•

purchasing or redeeming capital stock of Flex or such subsidiaries.

        In addition, Flex will not be required to maintain any financial ratios or specified levels of net worth or liquidity or to repurchase or redeem or otherwise modify the terms of any of the notes upon a change of control or other events involving Flex or any of its subsidiaries which may adversely affect the creditworthiness of the notes, except to the limited extent provided under "—Purchase of Notes Upon a Change of Control Repurchase Event." Among other things, the indenture does not contain covenants designed to afford holders of the notes any protections in the event of a highly leveraged or other transaction involving Flex that may adversely affect holders of the notes, except to the limited extent provided below and under "—Purchase of Notes Upon a Change of Control Repurchase Event."

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        The indenture contains the following principal covenants:

Limitation on Liens

        Flex will not, and will not permit any restricted subsidiary (as defined below) to create, incur or assume any lien (as defined below) on any property (including shares of capital stock or indebtedness) or assets, whether now owned or hereafter acquired, to secure indebtedness (as defined below) (including guarantees) of Flex, any restricted subsidiary, or any other person, including, without limitation, indebtedness under the Credit Facilities, without in any such case effectively providing concurrently with the creation, incurrence or assumption of such lien with respect to such indebtedness that the notes and the subsidiary guarantees (together with, if Flex so determines, any other indebtedness of Flex or such restricted subsidiary then existing or thereafter created which is not subordinate to the notes or the subsidiary guarantees) will be secured by any such lien equally and ratably with (or prior to) such secured indebtedness, so long as such secured indebtedness is so secured. In the case of the Credit Facilities, such obligation shall arise concurrently with the grant of any lien thereunder, whether or not any indebtedness will be outstanding under the Credit Facilities at such time. Any lien created for the benefit of the holders of the notes pursuant to this paragraph shall provide by its terms that such lien shall be automatically and unconditionally released and discharged upon the release and discharge of the lien that gave rise to the obligation to secure the notes and the subsidiary guarantees.

        Except in the case of any lien granted under the Credit Facilities, the foregoing restriction will not, however, apply to the following:

          (i)  liens on property or assets of Flex or any restricted subsidiary existing on the issue date of the original notes;

         (ii)  liens on property or assets of any person, as defined below, existing prior to the time such person becomes a restricted subsidiary or is, through one or a series of transactions, merged with or into or consolidated with Flex or a restricted subsidiary, or at the time of a sale, lease or other disposition of the properties of a person as an entirety or substantially as an entirety, through one or a series of transactions, to Flex or a restricted subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such person becoming a restricted subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; provided that such liens shall not extend to any other property or assets of Flex or any other restricted subsidiary;

        (iii)  liens on property or assets of Flex or any restricted subsidiary existing at the time of acquisition thereof (including acquisition through merger or consolidation); provided that such liens were in existence prior to and were not created in contemplation of such acquisition and shall not extend to any other property or assets of Flex or any restricted subsidiary;

        (iv)  liens on property (including in the case of a plant or facility, the land on which it is erected and fixtures comprising a part thereof) or assets of Flex or any restricted subsidiary securing the payment of all or any part of the purchase price thereof, or the cost of development, operation, construction, alteration, repair or improvement of all or any part thereof, or securing any indebtedness created, incurred, assumed or guaranteed prior to, at the time of or within 180 days after, the acquisition of such property or assets and/or the completion of any such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of the purchase price and/or such cost (provided, in the case of liens securing the payment of all or any part of the purchase price of any property or assets of Flex or any restricted subsidiary, as the case may be, or securing any indebtedness created, incurred, assumed or guaranteed for the purposes of financing all or any part of such purchase price, such liens are limited to the property or assets then being acquired and fixed improvements

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thereon and the capital stock of any person formed to acquire such property or assets, and, provided further, that in the case of liens securing the payment of all or any part of the cost of development, operation, construction, alteration, repair or improvement of any property of Flex or any restricted subsidiary, as the case may be, or securing any indebtedness created, incurred, assumed or guaranteed for the purpose of financing all or any part of such cost, such liens are limited to the assets or property then being developed, operated, constructed, altered, repaired or improved and the land on which such property is erected and fixtures comprising a part thereof and the capital stock of any person formed to own such property or assets);

         (v)  liens which secure indebtedness owing by (a) Flex to a restricted subsidiary or (b) any subsidiary to Flex or to a restricted subsidiary;

        (vi)  liens on the property of Flex or a restricted subsidiary in favor of the U.S. or any state thereof, or any department, agency, instrumentality or political subdivision of the U.S. or any state thereof, or in favor of any other country, or any department, agency, or instrumentality or political subdivision thereof, in each case (a) securing partial, progress, advance or other payments pursuant to any contract or statute, (b) securing indebtedness incurred to finance all or any part of the purchase price or cost of constructing, installing or improving the property, including liens to secure indebtedness of the pollution control or industrial revenue bond type, or (c) securing indebtedness issued or guaranteed by the U.S., any state, any foreign country or any department, agency, instrumentality or political subdivision of any such jurisdiction;

       (vii)  statutory or common law landlords', carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's, or other like liens arising in the ordinary course of business and with respect to amounts not yet delinquent for a period of more than 60 days (taking into account applicable grace periods) or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and, in the latter case, for which a reserve or other appropriate provision, if any, as shall be required in conformity with U.S. GAAP (as defined below) shall have been made;

      (viii)  liens for taxes, assessments or governmental charges that are not yet delinquent for a period of more than 60 days (taking into account applicable grace periods) or are being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and, in the latter case, for which adequate reserves or other appropriate provisions are being maintained, to the extent required by U.S. GAAP;

        (ix)  zoning restrictions, easements, rights of way or defects or irregularities in title and other similar charges or encumbrances on property not materially adversely affecting the use of such property by Flex or any restricted subsidiary and liens of a landlord, lessor or lessee under operating leases to which Flex or a restricted subsidiary is a party;

         (x)  customary deposit or reserve arrangements entered into in connection with acquisitions;

        (xi)  liens incurred in the ordinary course of business securing indebtedness under any interest rate agreement, currency agreement or other similar agreement designed to protect Flex or any of its restricted subsidiaries from fluctuations in interest rates, currencies or the price of commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value;

       (xii)  liens incurred (a) in connection with workers' compensation, unemployment insurance, pensions, social security or similar laws and other types of statutory obligations or the requirements of any official body, including for the obtaining of franchises or licenses useful in the operation of business, or (b) to secure the performance of surety obligations incurred in the ordinary course of business consistent with industry practice or customs, penalty or appeal bonds, or (c) to secure performance of bids, tenders, leases, construction, sales or servicing contracts and

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similar obligations incurred in the ordinary course of business, or (d) to secure obligations in respect of customs, duties, excise taxes, value-added taxes, rents, or goods or services (including utility services) provided to such person by governmental entities or suppliers, or other similar items which under U.S. GAAP constitute operating expense, or (e) to obtain or secure obligations with respect to letters of credit, guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (a), (b), (c), and (d) above, in the case of each of (a), (b), (c), (d) and (e) not incurred or made in connection with the borrowing of money;

      (xiii)  liens on receivables, leases, receivables assets or other financial assets incurred in connection with a permitted receivables transaction;

      (xiv)  judgment liens against Flex or any restricted subsidiary not giving rise to an event of default and liens created pursuant to attachment, garnishee orders or other process in connection with pre-judgment court proceedings;

       (xv)  liens securing indebtedness in an aggregate principal amount outstanding from time to time of no more than $250,000,000 arising in connection with (a) so-called "synthetic leases" or "tax retention operating leases," or (b) leases which are properly classified in accordance with U.S. GAAP as capitalized leases on the books of Flex or a restricted subsidiary;

      (xvi)  liens (x) arising in connection with the administration and operation of deposit accounts of Flex or any Flex subsidiaries operated and maintained outside of the U.S. in connection with cross-border or intracountry, multiple currency cash pooling arrangements, including overdraft facilities; provided, however that such liens shall not extend beyond the amounts on deposit therein, (y) arising out of cash management, netting or set-off arrangements made by banks or financial institutions and Flex or any Flex subsidiaries in the ordinary course of business, or over any asset held with a clearing house and (z) arising by operation of law or by agreement in favor of collecting or payor banks and other banks providing cash management services, in each case, having a right of set-off, revocation, refund or chargeback against money or instruments of Flex or any subsidiary of Flex on deposit with or in possession of such bank to secure the payment of bank fees and other amounts owing in the ordinary course of business;

     (xvii)  liens pursuant to supply or consignment contracts or otherwise for the receipt of goods and services, encumbering only the goods, inventory or equipment covered thereby, incurred in the ordinary course of business and not incurred or made in connection with the borrowing of money;

    (xviii)  liens securing contingent obligations in respect of acceptances, letters of credit, bank guarantees, surety bonds or similar extensions of credit incurred in the ordinary course of business and not incurred or made in connection with the borrowing of money;

      (xix)  any extension, renewal, substitution, refinancing or replacement (or successive extensions, renewals, substitutions, refinancings or replacements), in whole or in part, of any of the liens referred to in paragraphs (i) through (xviii) above or the indebtedness secured thereby;

       (xx)  the interest of a licensor under any license of intellectual property in the ordinary course of business;

      (xxi)  liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar purchase agreements in respect of the disposition of such assets by Flex or any Flex subsidiary;

     (xxii)  call arrangements, rights of first refusal and similar rights and customary reciprocal easements and other rights of use relating to (w) investments in joint ventures, partnership and the like, (x) investments consisting of equity issued by suppliers and other venture capital or similar direct investments, (y) ownership of undivided interests in assets subject to a joint ownership or similar agreement or (z) assets acquired in original equipment manufacturing divestiture

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transactions or similar acquisitions and arising in favor of the original seller or transferor of such assets (or their respective affiliates) pursuant to or in connection with master services, manufacturing services or supply arrangements entered into in connection therewith; and

    (xxiii)  liens in favor of the noteholders pursuant to the indenture.

        Except in the case of any lien granted under the Credit Facilities (as to which no exceptions to the restrictions on liens and the obligation to equally and ratably secure the notes apply), the restriction on liens on property or assets of Flex or any restricted subsidiary contained above will also not apply to the creation, incurrence or assumption by Flex or any restricted subsidiary of a lien which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of all indebtedness secured by liens on property or assets of Flex and of any restricted subsidiary then outstanding (not including any such indebtedness secured by liens permitted to be incurred pursuant to paragraphs (i) through (xxiii) above) plus attributable debt (as defined below) of Flex and its restricted subsidiaries in respect of sale and leaseback transactions, as defined in "—Limitation on Sale and Leaseback Transactions" below, that would otherwise be subject to the restrictions described below under "—Limitation on Sale and Leaseback Transactions" (not including any such sale and leaseback transaction permitted under paragraph (i) in "—Limitation on Sale and Leaseback Transactions" below in reliance on an exception set forth in paragraphs (i) through (xxiii) of this "Limitations on Liens" covenant) does not at the time such indebtedness is incurred exceed an amount equal to 15% of consolidated net tangible assets (as defined below). For the purposes of determining compliance with this covenant, in the event that a lien meets the criteria of more than one of the types of liens described above, Flex, in its sole discretion, will classify, and may reclassify, such lien and only be required to include the amount and type of such lien in one of the paragraphs (i) through (xxiii) above or the immediately preceding paragraph, and a lien may be divided and classified and reclassified into more than one of the types of liens described above.

        For the purposes of the "Limitation on Liens" covenant described above, the creation of a lien to secure a guaranty or to secure indebtedness which existed prior to the creation of such lien, will be deemed to involve indebtedness in an amount equal to the lesser of (x) the fair market value (as determined in good faith by Flex) of the asset subject to such lien and (y) the principal amount guaranteed or secured by such lien, but the amount of indebtedness secured by liens will be computed without cumulating the underlying indebtedness with any guarantee thereof or lien securing the same.

Limitation on Sale and Leaseback Transactions

        Flex will not, and will not permit any restricted subsidiary to, enter into any arrangement after the issue date of the original notes with any bank, insurance company or other lender or investor (other than Flex or another restricted subsidiary) providing for the leasing by Flex or any such restricted subsidiary for a period of more than three years (other than pursuant to so-called synthetic lease or tax retention operating lease transactions) of any property or assets which (x) at the time of such lease have been or are to be owned by Flex or a restricted subsidiary for more than 180 days and (y) have been or are to be sold or transferred by Flex or such restricted subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or assets (a "sale and leaseback transaction"), unless either:

          (i)  Flex and its restricted subsidiaries would be entitled, pursuant to the provisions described in the "Limitation on Liens" covenant described above, to incur indebtedness secured by a lien on such property or assets in a principal amount equal to or exceeding the attributable debt in respect of such sale and leaseback transaction without equally and ratably securing the notes; or

         (ii)  Flex, within 180 days after the sale or transfer, applies or causes a restricted subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such property at the time of entering into such sale and leaseback transaction (as determined by

38

any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the Controller of Flex) to the retirement of notes or other funded debt, as defined below, of Flex (other than funded debt subordinated to the notes) or funded debt of a restricted subsidiary; provided that the amount to be so applied shall be reduced by (a) the principal amount of the notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (b) the principal amount of any such funded debt of Flex or a restricted subsidiary, other than the notes, voluntarily retired by Flex or a restricted subsidiary within 180 days after such sale or transfer, excluding in the case of both (a) and (b), retirement pursuant to any mandatory prepayment or by payment at maturity.

Restrictions on Funded Debt of Restricted Subsidiaries

        Flex will not permit any restricted subsidiary that is not a guarantor (other than an ineligible subsidiary) to create, incur, issue, assume or guarantee any funded debt, unless such restricted subsidiary, within 60 business days thereof, guarantees the payment of principal of, premium, if any, and interest on, the notes on an unsecured basis. This restriction will not apply if:

          (i)  Flex or such restricted subsidiary could create indebtedness secured by liens in accordance with one or more of clauses (i) through (xxiii) of the "Limitation on Liens" covenant described above (whether or not such indebtedness is in fact secured by liens) or enter into a sale and leaseback transaction in accordance with the "Limitation on Sale and Leaseback Transactions" covenant described above in an amount equal to such funded debt, without equally and ratably securing the notes and the subsidiary guarantees;

         (ii)  such funded debt existed on the issue date of the original notes;

        (iii)  such funded debt is owed to Flex or any restricted subsidiary;

        (iv)  such funded debt existed at the time the person that created, incurred, issued, assumed or guaranteed such funded debt became a restricted subsidiary, or was, through one or a series of transactions, merged with or into or consolidated with such restricted subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, of the properties of such person as an entirety to such restricted subsidiary, or arising thereafter:

        (a)   other than in connection with the borrowing of money arranged thereafter and

        (b)   pursuant to contractual commitments entered into prior to and not in contemplation of such person becoming a restricted subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition;

         (v)  such funded debt is guaranteed by a governmental agency;

        (vi)  such funded debt is created, incurred, issued, assumed or guaranteed in connection with, or with a view to, compliance by such restricted subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such restricted subsidiary and providing financial or tax benefits to such restricted subsidiary which are not available directly to Flex;

       (vii)  such funded debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a restricted subsidiary, in each case plus related transactional fees, costs and expenses, provided such funded debt is incurred within 180 days after acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, and, provided further, that the principal amount of such funded debt does not exceed 100% of the fair market value of the

39

property or equipment acquired or developed, operated, constructed, altered, repaired or improved;

      (viii)  such funded debt is non-recourse; or

        (ix)  such funded debt is created, incurred, issued, assumed or guaranteed for the purpose of extending, renewing, substituting, replacing, refinancing or refunding funded debt permitted by the foregoing.

        Notwithstanding the foregoing, any non-guarantor restricted subsidiary may create, incur, issue, assume or guarantee funded debt which would otherwise be subject to the foregoing restrictions if on the date thereof and after giving effect thereto on a pro forma basis (including application of the net proceeds thereof), the Debt/EBITDA Ratio would not exceed 4.00:1.00.

        For the purposes of determining compliance with this covenant, in the event that an item of funded debt meets the criteria of more than one of the types of funded debt described above, Flex, in its sole discretion, will classify, and may reclassify, such funded debt and only be required to include the amount and type of such funded debt in one of the above clauses or the immediately preceding paragraph, and an item of funded debt may be divided and classified and reclassified into more than one of the types of funded debt described above.

Additional Guarantees by Subsidiaries

        If any non-guarantor subsidiary guarantees any indebtedness of Flex under, or becomes a borrower under, the Credit Facilities, such subsidiary shall within 60 business days thereof execute and deliver a supplemental indenture to the indenture providing for a subsidiary guarantee; provided that such subsidiary shall not be required to provide a subsidiary guarantee if it is an ineligible subsidiary.

Merger, Consolidation or Sale of Assets

        The indenture provides that Flex may not (i) consolidate, merge, combine or amalgamate with or into any other person or convey, transfer or lease its property and assets as an entirety or substantially as an entirety to any other person, or (ii) permit any other person to consolidate, merge, combine or amalgamate with or into Flex, unless:

        (a)   (1) in the case of a consolidation, merger, combination or amalgamation, Flex is the entity surviving such event, or (2) in the case that Flex consolidates, merges, combines with or into another or amalgamates with or into another person or conveys, transfers or leases its properties and assets as an entirety or substantially as an entirety to any person, such person will expressly assume, by supplemental indenture, the due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to all of the notes, and the performance of Flex's obligations under the registration rights agreement, the indenture, including, if any notes are then secured pursuant to the indenture, any collateral documents relating thereto, and the notes issued thereunder;

        (b)   immediately after giving effect to such transaction, including any indebtedness which becomes an obligation of Flex or a subsidiary of Flex at the time of such transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have happened and be continuing; and

        (c)   certain other conditions are met.

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Restrictions Upon Reincorporating, Merging or Consolidating into a Subject Country

        The indenture provides that Flex may not consolidate or merge with or into, whether or not Flex is the surviving corporation, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions (a "subject transaction") to another corporation, person or entity unless it satisfies specified conditions. If the surviving or resulting transferee, lessee or successor person (the "successor corporation") in a subject transaction is incorporated in any jurisdiction other than the country of Singapore and the United States of America, or any state thereof or the District of Columbia (any such jurisdiction, a "subject country"), then we must satisfy the conditions specified in the clauses below as promptly as practicable, but no later than 60 days following the date of the subject transaction:

•

we shall have delivered to the trustee a written opinion of independent legal counsel of recognized standing, as to the continued validity, binding effect and enforceability of the indenture and the notes and to the further effect that the counsel is not aware of any pending change in, or amendment to, the laws, or any regulations promulgated thereunder, of any subject country in which the proposed successor corporation is incorporated or maintains its principal place of business or principal executive office, or any taxing authority thereof or therein, affecting taxation, or any pending execution of or amendment to, or any pending change in application of or official position regarding, any treaty or treaties affecting taxation to which any subject country is a party, which, in any such case, would permit the successor corporation to redeem the notes as described above under "—Optional Redemption," it being understood that the counsel may, in rendering the opinion, rely, to the extent appropriate, on opinions of independent local counsel of recognized standing and we may instead deliver two or more opinions of counsel which together cover all of the foregoing matters;

•

we shall have delivered to the trustee a certificate signed by two executive officers of the successor corporation, and an opinion of counsel, as to the continued validity, binding effect and enforceability of the indenture and the notes; and

•

the successor corporation shall, promptly but no later than 60 days following the date of the subject transaction, consent to the jurisdiction of the Courts of the State of New York.

        In the event of any subject transaction in which the successor corporation is organized and existing under the laws of a subject country, we will indemnify and hold harmless the holder of each note from and against any and all present and future taxes, levies, imposts, charges and withholdings, including, without limitation, estate, inheritance, capital gains and other similar taxes, and any and all present and future registration, stamp, issue, documentary or other similar taxes, duties, fees or charges, imposed, assessed, levied or collected by or for the account of any jurisdiction or political subdivision or taxing or other governmental agency or authority thereof or therein on or in respect of the notes, the indenture or any other agreement relating to calculations to be performed with respect to the notes or any amount paid or payable under any of the foregoing which, in any such case, would not have been imposed had the subject transaction not occurred.

Enforceability of Judgments

        A substantial portion of our assets is located outside the U.S. and, as described above under "Merger, Consolidation or Sale of Assets," Flex is permitted to merge into, consolidate with or transfer all or substantially all of its properties and assets to a person domiciled outside the U.S. (although Flex has no present intention of doing so), subject to the conditions described under such heading. Any judgment obtained in the U.S. against us or any successor person, including judgments with respect to payments on the notes, may not be collectible in the U.S. In addition, there is some doubt as to the enforceability in other countries, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities based solely on the federal securities laws of the U.S., and awards for

41

punitive damages in actions brought in the U.S. or elsewhere may not be enforceable in certain jurisdictions.

SEC Reports

        At any time that Flex is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any notes are outstanding, Flex will furnish to the trustee and make available on its website copies of such annual and quarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation (and not a foreign private issuer) subject to such provisions, within 15 days after the filing with the SEC of such information, documents and reports under such provisions. Documents filed by us with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the trustee at the time such documents are filed via such system.

        For so long as any of the notes remain outstanding and constitute "restricted securities" under Rule 144, Flex will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

        Each of the following is an "event of default" under the indenture with respect to the notes:

          (i)  default in the payment of any interest (including additional interest, if any) on the notes, or any additional amounts payable with respect thereto, when such interest becomes, or such additional amounts become, due and payable, and continuance of such default for a period of 30 days;

         (ii)  default in payment of principal or any premium with respect to the notes, or any additional amounts payable with respect thereto, when due upon maturity, redemption or otherwise;

        (iii)  default in the performance, or breach, of any covenant, warranty or agreement of Flex in the indenture (other than a covenant or warranty included therein solely for the benefit of one or more series of debt securities other than the notes), and the continuance of such default or breach for a period of 60 days after delivery of written notice to Flex by the trustee or to Flex and the trustee by the holders of not less than 25% in aggregate principal amount of the notes then outstanding specifying such default or breach and requiring it to be remedied and stating that such notice is a "notice of default" under the indenture;

        (iv)  there occurs with respect to any issue or issues of indebtedness (including any guarantee and any other series of debt securities) of Flex or any restricted subsidiary having an outstanding principal amount of $100,000,000 or more in the aggregate for all such issues of all such persons, whether such indebtedness exists on the date hereof or shall hereafter be created, (a) an event of default that has caused the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity and such indebtedness shall not have been discharged in full or such acceleration shall not have been rescinded or annulled within 30 days of such acceleration and/or (b) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

         (v)  Flex or any of its restricted subsidiaries shall fail within 60 days to pay, bond or otherwise discharge uninsured judgments or court orders for the payment of money in excess of $100,000,000 in the aggregate, which are not stayed on appeal or are not otherwise being appropriately contested in good faith; or

        (vi)  certain events of bankruptcy, insolvency or reorganization of Flex or any of its restricted subsidiaries.

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        The indenture provides that the trustee may withhold notice to the holders of the notes of the occurrence of a default with respect to the notes (except a default in payment of principal, premium, if any, or interest, if any) if the trustee considers it in the interest of the holders to do so.

        The indenture provides that if an event of default with respect to the notes of the type described in clause (vi) with respect to Flex shall have occurred and be continuing, then the principal of, accrued and unpaid interest on and any additional amounts payable in respect of the notes will become immediately due and payable. The indenture provides that if any other event of default shall have occurred and be continuing, either the trustee or the holders of at least 25% in principal amount of the notes then outstanding may declare the principal amount of all the notes to be due and payable immediately, but upon certain conditions such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the notes.

        Subject to the provisions of the Trust Indenture Act requiring the trustee, during an event of default under the indenture, to act with the requisite standard of care, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the notes unless such holders have offered the trustee security or indemnity satisfactory to the trustee. Subject to the foregoing, holders of a majority in principal amount of the then outstanding notes shall have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture with respect to the notes. The indenture requires the annual filing with the trustee of a certificate by Flex as to whether or not it is in default under the terms of the indenture. Flex is also required to deliver to the trustee, within five calendar days after becoming aware thereof, written notice of any event of default in respect of the notes or any event which after notice or lapse of time would constitute an event of default, its status and what actions Flex intends to take in connection therewith.

        Notwithstanding any other provision of the indenture, the holders of the notes shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on the notes on the respective due dates therefor (as the same may be extended in accordance with the terms of the notes) and to institute suit for enforcement of any such payment, and such right shall not be impaired without the consent of such holder.

Definitions

        The indenture contains the following defined terms:

        "attributable debt" means, as to any particular lease under which any person is at the time of determination liable for a term of more than 12 months, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the interest rate inherent in such lease (such rate to be determined by any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, Assistant Treasurer and the Controller of Flex), compounded annually. The net amount of rent required to be paid under any such lease for any such period should be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount of rent should include the lesser of (i) the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such amount of rent, as the case may be, and (ii) the amount of such penalty (in which event no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

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        "capital stock" means (i) with respect to any person organized as a corporation, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) corporate stock, and (ii) with respect to any person that is not organized as a corporation, the partnership, membership or other equity interests or participations in such person.

        "change of control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Flex and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than Flex or one of its subsidiaries;

        (2)   the adoption of a plan relating to Flex's liquidation or dissolution;

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than Flex or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of Flex's voting stock or other voting stock into which Flex's voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

        (4)   Flex consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Flex, in any such event pursuant to a transaction in which any of the voting stock of Flex or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of voting stock of Flex outstanding immediately prior to such transaction directly or indirectly constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction; or

        (5)   the first day on which a majority of the members of the board of directors of Flex are not continuing directors.

        This "change of control" definition includes a disposition of all or substantially all of the property and assets of Flex and its subsidiaries taken as a whole to any person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the property or assets of a person. As a result, it may be unclear as to whether a change of control has occurred and whether a holder of the notes may require Flex to make an offer to repurchase the notes as described above.

        "change of control repurchase event" means the occurrence of both a change of control and a ratings event.

        "consolidated net tangible assets" means the total of all assets reflected on the most recent consolidated balance sheet of Flex and its consolidated subsidiaries filed by Flex pursuant to "—SEC Reports," prepared in accordance with generally accepted accounting principles, at their net book values (after deducting related depreciation, depletion, amortization and all other valuation reserves which, in accordance with such principles, should be set aside in connection with the business conducted), but excluding goodwill, unamortized debt discount and all other like intangible assets, all as determined in accordance with such principles, less the aggregate of the current liabilities of Flex and its consolidated subsidiaries reflected on such balance sheet, all as determined in accordance with such principles. For purposes of this definition, "current liabilities" include all indebtedness for money

44

borrowed, incurred, issued, assumed or guaranteed by Flex and its consolidated subsidiaries, and other payables and accruals, in each case payable on demand or due within one year of the date of determination of consolidated net tangible assets, but shall exclude any portion of long-term debt maturing within one year of the date of such determination (which excluded amount includes, for the avoidance of doubt, the portion of such debt maturing during the last year thereof notwithstanding that such debt may then be characterized as short-term debt), all as reflected on such consolidated balance sheet of Flex and its consolidated subsidiaries, prepared in accordance with generally accepted accounting principles.

        "consolidated subsidiary" means, at any date, any subsidiary or other entity, the accounts of which would be consolidated with those of Flex in its consolidated financial statements if such statements were prepared as of such date.

        "continuing directors" means, as of any date of determination, any member of the board of directors of Flex who (1) was a member of such board of directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the continuing directors who were members of such board of directors at the time of such nomination or election.

        "Credit Facilities" means, collectively, the Revolving/Term Loan A Facility and the Term Loan B Facility, and any amendment, extension, renewal, increase, decrease, substitution or replacement (other than the notes) of such facilities or any such substitution or replacement, provided however, that the term "Credit Facilities" shall not include any facility which substitutes or replaces the Term Loan B Facility so long as the aggregate principal amount of such substitution or replacement facility is not more than $200,000,000 at any one time outstanding, or any substitutions or replacements thereof.

        "currency agreement" means any currency exchange contract, foreign exchange contract, currency swap agreement, cross-currency rate swap agreement, currency options agreement or other similar agreement or arrangement.

        "Debt/EBITDA Ratio" means, with respect to Flex and its subsidiaries, as of any date of determination, the ratio, determined on a consolidated basis in accordance with generally accepted accounting principles, of:

        (a)   The total indebtedness of Flex and its subsidiaries on such date; provided, that in computing the foregoing sum, (i) there shall be excluded therefrom any indebtedness to the extent the proceeds thereof are (A) legally segregated from Flex or such subsidiaries' other assets and (B) only held in the form of cash or cash equivalents and (ii) there shall be included as a component of total indebtedness, without duplication and regardless of whether constituting indebtedness as defined herein, all securitization attributable indebtedness;

to

        (b)   EBITDA for the four fiscal quarter period ending on the most recently completed fiscal quarter for which financial statements are available.

        "EBITDA" means, with respect to Flex and its subsidiaries for any period, the sum, determined on a consolidated basis in accordance with generally accepted accounting principles, of the following:

        (a)   The net income or net loss of Flex and its subsidiaries for such period before provision for income taxes;

plus

        (b)   The sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of (i) all interest expense of Flex and its subsidiaries accruing during such period, (ii) all depreciation and amortization expenses of Flex and its subsidiaries accruing during

45

such period and (iii) any other non-cash charges of Flex and its subsidiaries incurred in such period, including non-cash charges for stock options, performance shares or other equity-based compensation (it being understood and agreed that the term "non-cash charges" does not include charges which consist of, or require an accrual of or cash reserve for, anticipated cash charges in subsequent periods);

plus

        (c)   An amount, not to exceed $100,000,000 in any consecutive four-quarter period, equal to the sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of all one-time cash charges associated with (i) merger- or acquisition-related expenses (including legal fees, investment banking fees and other similar fees and expenses), in connection with any merger or acquisition entered into or consummated by Flex or any of its subsidiaries which is otherwise permitted under the indenture, (ii) restructuring costs incurred by Flex or any of its subsidiaries in connection with any restructuring entered into or consummated by Flex or any of its subsidiaries which is otherwise permitted under the indenture, and (iii) net losses from the early extinguishment of indebtedness; in each case paid in such period and calculated in accordance with generally accepted accounting principles; provided, however, that no one-time cash charges in connection with merger- or acquisition-related expenses shall be added to the calculation of EBITDA if Flex and its subsidiaries, in connection with any merger or acquisition to which such expenses relate, shall have adjusted EBITDA on a pro forma basis to give effect to such merger or acquisition as if such merger or acquisition had occurred as of the first day of such period as described in the next succeeding paragraph.

If Flex or any of its subsidiaries acquires (whether by purchase, merger, consolidation or otherwise) any person as a new subsidiary or all or substantially all of the assets or property of any person, during any period in respect of which EBITDA is to be determined, such EBITDA may, in the sole discretion of Flex, be determined on a pro forma basis as if such acquisition occurred as of the first day of such period.

        "funded debt" means indebtedness created, assumed or guaranteed by a person for money borrowed which matures by its terms, or is renewable by the borrower to a date, more than a year after the date of original creation, assumption or guarantee.

        "generally accepted accounting principles" or "U.S. GAAP" means generally accepted accounting principles which are in effect on the issue date of the original notes. At any time after the issue date of the original notes, Flex may elect to apply International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") in lieu of U.S. GAAP and, upon any such election, references herein to U.S. GAAP or generally accepted accounting principles shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the indenture that requires the application of U.S. GAAP for periods that include fiscal quarters ended prior to Flex's election to apply IFRS shall remain as previously calculated or determined in accordance with U.S. GAAP.

        "guarantee" means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "guarantee" shall not include

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endorsements for collection or deposit in the ordinary course of business. The term "guarantee" used as a verb has a corresponding meaning.

        "guarantor" means (i) each subsidiary of Flex that guarantees the notes on the issue date of the original notes and (ii) each subsidiary that executes a supplemental indenture in the form attached to the indenture providing for the guarantee of the payment of the notes, in each case unless and until such guarantor is released from its subsidiary guarantee pursuant to the indenture.

        "indebtedness" means (a) any liability of Flex or any of its subsidiaries (1) for borrowed money, or under any reimbursement obligation relating to a drawn upon letter of credit or bank guaranty, or (2) evidenced by a bond, note, debenture or similar instrument (other than liabilities for the deferred purchase price of property evidenced by a bond, note, debenture or similar instrument to the extent (i) such liability has a regularly-scheduled maturity date that is less than one year, and (ii) solely for purposes of paragraph (iv) under "Events of Default" above, the non-payment of such liability is subject to a good faith dispute, including by virtue of a bona fide right of set-off), or (3) for payment obligations arising under any conditional sale or other title retention arrangement, purchase money obligation or deferred purchase price arrangement (excluding any purchase price adjustments, earn-out or similar arrangements) made in connection with the acquisition of any businesses, properties or assets of any kind (other than payment obligations consisting of accounts payable for property or the deferred purchase price of property to the extent (i) such payment obligation has a regularly-scheduled maturity date that is less than one year, and (ii) solely for purposes of paragraph (iv) under "Events of Default" above, the non-payment of such payment obligation is subject to a good faith dispute, including by virtue of a bona fide right of set-off), or (4) consisting of the discounted rental stream properly classified in accordance with generally accepted accounting principles on the balance sheet of Flex or any of its subsidiaries, as lessee, as a capitalized lease obligation, or (5) under currency agreements and interest rate agreements (but only the net liability thereunder, if any), to the extent not otherwise included in this definition (other than any currency agreements or interest rate agreements entered into in connection with a bona fide hedging operation that provides offsetting benefits to Flex or any of its subsidiaries); (b) any liability of others of a type described in the preceding clause (a) to the extent that Flex or any of its subsidiaries has guaranteed or is otherwise legally obligated in respect thereof; and (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b) above. "Indebtedness" shall not be construed to include (x) trade payables or credit on open account to trade creditors incurred in the ordinary course of business (including vendor finance programs), (y) obligations under supply or consignment contracts in the ordinary course of business or forward sales agreements for inventory, or (z) any liability arising from a permitted receivables transaction. Accrual of interest, accretion or amortization of original issue discount will not be deemed to be an incurrence of indebtedness for any purpose hereunder, including the covenant restricting funded debt of restricted subsidiaries.

        "ineligible subsidiary" means (a) any subsidiary of Flex that (i) as a result of acting as a subsidiary guarantor under the subsidiary guarantee, would incur or suffer, or would cause Flex or any domestic subsidiary of Flex to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Internal Revenue Code of 1986 as amended (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on Flex's consolidated financial accounts; (ii) as a result of acting as a subsidiary guarantor under the subsidiary guarantee, would incur or suffer, or would cause any non-U.S. subsidiary of Flex to incur or suffer, significant tax or similar liabilities or obligations; provided that at such time such subsidiary is not, and is not required to become, a guarantor under the Credit Facilities; or (iii) is a bankruptcy remote special purpose vehicle that exists solely to facilitate a permitted receivables transaction, and (b) Flex Electronics Technology (Suzhou) Co., Ltd., Flex Technology (Malaysia) Sdn. Bhd., Flex Technology (Penang) Sdn. Bhd., and Flex Manufacturing (Singapore) Pte Ltd; provided that such entity is a "controlled foreign corporation" under the Internal Revenue Code of 1986, as amended.

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        "interest expense" means, with respect to any person for any period, (i) the amount which would, in conformity with generally accepted accounting principles, be set forth opposite the caption "interest expense" or any like caption on a consolidated income statement of such person and its subsidiaries minus (ii) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided that for any period during which there shall exist any securitization or similar program relating to permitted receivables transactions, "interest expense" shall be adjusted to include (without duplication) an amount equal to the interest (or other fees in the nature of interest or discount) accrued and paid or payable in cash for such period by the applicable special purpose entity to the financiers of such securitization or similar program.

        "interest rate agreement" means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement.

        "investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of BBB– or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by Flex.

        "lien" means, with respect to any asset, any pledge, mortgage, charge, encumbrance or security interest in respect of such asset; provided that any transaction (including, without limitation, any sale of accounts receivable) which is treated as a sale of assets under U.S. GAAP shall be so treated and any asset which is so sold shall not be deemed subject to a lien. Pursuant to the indenture, a contractual grant of a right of set-off (which may include a security interest granted in the same collateral) or a contractual lien on property in transit to or in the possession of the lienor, does not create a lien in the absence of an agreement to maintain a balance or deliver property against which such right may be exercised.

        "Moody's" means Moody's Investors Service Inc. and its successors.

        "permitted receivables transaction" means any transaction or series of transactions entered into by Flex or any of its restricted subsidiaries in order to monetize or otherwise finance receivables, leases, receivables assets or other financial assets (including, without limitation, financing contracts) or other transactions evidenced by receivables purchase agreements, receivables sales agreement, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount (in each case whether now existing or arising in the future), and which may include a grant of a security interest in any such receivables, leases, receivables assets or other financial assets (whether now existing or arising in the future) of Flex or any of its restricted subsidiaries, and any assets related thereto, including all collateral securing such receivables, leases, receivables assets or other financial assets, all contracts and all guarantees or other obligations in respect thereof, proceeds thereof and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions or factoring transactions involving receivables, leases, receivables assets or other financial assets or other transactions evidenced by receivables purchase agreements, receivables sales agreement, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount.

        "person" means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "rating agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of the control of Flex, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act, selected by Flex (as certified by a resolution of the board of directors of Flex) as a replacement agency for Moody's or S&P, or both, as the case may be.

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        "rating category" means (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody's, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody's used by another rating agency. In determining whether the rating of the notes has decreased by one or more gradations, gradations within rating categories (+ and – for S&P; 1, 2 and 3 for Moody's; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

        "rating date" means the date which is 90 days prior to the earlier of (i) a change of control or (ii) public notice of the occurrence of a change of control or of the intention by Flex to effect a change of control.

        "ratings event" means the occurrence of the events described in (a) or (b) below on, or within 60 days after the earlier of, (i) the occurrence of a change of control or (ii) public notice of the occurrence of a change of control or the intention by Flex to effect a change of control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies):

        (a)   in the event the notes are rated by both rating agencies on the rating date as investment grade, the rating of the notes shall be reduced so that the notes are rated below investment grade by both rating agencies, or

        (b)   in the event the notes (1) are rated investment grade by one rating agency and below investment grade by the other rating agency on the rating date, the rating of the notes by either rating agency shall be decreased by one or more gradations (including gradations within rating categories, as well as between rating categories) so that the notes are then rated below investment grade by both rating agencies or (2) are rated below investment grade by both rating agencies on the rating date, the rating of the notes by either rating agency shall be decreased by one or more gradations (including gradations within rating categories, as well as between rating categories).

        "receivables assets" means accounts receivable, indebtedness and other obligations owed to or owned by Flex or any restricted subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or other obligation constituting an account, chattel paper, instrument or general intangible), together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a sale, factoring, financing or securitization transaction involving accounts receivable.

        "restricted subsidiary" means, at any time, each and every subsidiary at least 80% (by number of votes) of the voting equity of which is legally and beneficially owned by Flex and its wholly owned restricted subsidiaries at such time.

        "Revolving/Term Loan A Facility" means the Credit Agreement, dated as of March 31, 2014, by and among Flex and certain of its subsidiaries as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto, as amended.

        "S&P" means Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and its successors.

        "securitization attributable indebtedness" means the amount of obligations outstanding under the legal documents entered into as part of any permitted receivables transaction relating to accounts receivable originated by Flex or any of its subsidiaries on any date of determination that corresponds to the outstanding net investment (including loans) of, or cash purchase price paid by, the unaffiliated

49

third party purchasers or financial institutions participating in such transaction and, as such, would be characterized as principal if such securitization were structured as a secured lending transaction rather than as a purchase (or, to the extent structured as a secured lending transaction, is principal). For the avoidance of doubt, "securitization attributable indebtedness" shall not include (a) obligations that correspond to a deferred purchase price or other consideration owing to Flex or any of its subsidiaries funded on a deferred basis from the proceeds of the collections on such receivables, a subordinated interest held by Flex or any of its subsidiaries or the reserve or over-collateralization established or maintained for the benefit of the unaffiliated third party purchasers or financial institutions participating in such transaction, and (b) obligations arising under uncommitted factoring arrangements and similar uncommitted sale transactions.

        "subsidiary of Flex" means any corporation, association or other business entity of which at the time of determination Flex or one or more Flex subsidiaries owns or controls more than 50% of the shares of voting equity.

        "surety obligations" means any bonds, including bid bonds, advance bonds, or performance bonds, letters of credits, warranties, and similar arrangements between Flex or any of its restricted subsidiaries and one or more surety providers, for the benefit of Flex's or any restricted subsidiary's suppliers, vendors, insurers, or customers including, in each case, any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time, and in each case exclusive of obligations for the payment of borrowed money.

        "Term Loan B Facility" means the Term Loan Agreement, dated as of August 30, 2013, as amended, among Flex, as a Borrower, the subsidiary guarantors party thereto, Bank of Tokyo-Mitsubishi UFJ, LTD., as Administrative Agent, and the Lenders from time to time party thereto, as amended.

        "voting equity" means stock or equivalent equity interest that ordinarily has voting power for the election of directors, managers or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

        "voting stock" of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

        "wholly owned restricted subsidiary" means, at any time, any restricted subsidiary, 100% of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by Flex and/or any one or more of Flex's other wholly owned restricted subsidiaries at such time.

Discharge, Defeasance and Covenant Defeasance

        Upon the direction of Flex, the indenture shall cease to be of further effect (subject to the survival of certain provisions thereof, including Flex's obligation to pay additional amounts and certain rights of the trustee) when (i) either (a) all of the outstanding notes have been delivered to the trustee for cancellation (subject to certain exceptions) or (b) all of the notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and Flex has deposited with the trustee, in trust, funds in U.S. dollars, in an amount sufficient to pay the entire indebtedness on the notes in respect of principal (and premium, if any) and interest to the date of such deposit (if the notes have become due and payable) or to the maturity of the notes, as the case may be, (ii) Flex has paid all other sums payable under the indenture with respect to the notes and (iii) certain other conditions are met. Flex will remain obligated, following such deposit, to pay additional amounts to the extent that the amount thereof exceeds the amount deposited in respect of such additional amounts as aforesaid.

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        The indenture provides that Flex may elect either to defease and be discharged from (i) any and all obligations with respect to the notes (except for, among other things, the obligation to pay additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on the notes to the extent that the amount thereof exceeds the amount deposited in respect of such additional amounts as provided below, and the obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes, and to hold moneys for payment in trust) ("defeasance") or (ii) certain restrictive covenants, if any, in the indenture, and any omission to comply with such obligations shall not constitute a default or an event of default ("covenant defeasance"), in either case upon the irrevocable deposit with the trustee (or other qualifying trustee), in trust for such purpose, of an amount, in U.S. dollars, and/or government obligations, as defined below, which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and any premium and any interest on (and, to the extent that (x) the notes provide for the payment of additional amounts and (y) the amount of any such additional amounts is at the time of deposit reasonably determinable by Flex (in the exercise of its sole discretion), any such additional amounts with respect to) the notes, and any mandatory payments thereon, on the scheduled due dates therefor or the applicable redemption date, as the case may be.

        Such a trust may only be established if, among other things, (i) the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which Flex is a party or by which it is bound, (ii) no event of default or event which with notice or lapse of time or both would become an event of default shall have occurred and be continuing on the date of establishment of such a trust and, with respect to defeasance only, at any time during the period ending on the 123rd day after such date and (iii) Flex has delivered to the trustee an opinion of counsel (as specified in the indenture) to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by Flex, a Revenue Ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture.

        "government obligations" means notes which are (i) direct obligations of the U.S. where the payment or payments thereunder are supported by the full faith and credit of the U.S. or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the U.S. where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the U.S., and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of or other amount with respect to any such government obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of or other amount with respect to the government obligation evidenced by such depository receipt.

Modifications and Waivers

        The indenture contains provisions permitting Flex and the trustee thereunder, with the consent of the holders of a majority in principal amount of the outstanding notes, to modify or amend any of the

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provisions of the indenture, provided that no such modification or amendment shall, without the consent of the holder of each outstanding note issued under the indenture so affected, among other things:

•

change the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any additional amounts with respect to the notes or reduce the principal amount thereof or any redemption premium thereon or any additional amounts with respect to the notes;

•

adversely affect any right of repayment at the option of any holder, or change any place where, or the currency in which, the notes are payable;

•

affect the ranking, or with respect to collateral the priority or security, of the notes (other than as expressly permitted in the indenture), in a manner adverse to the holders of such securities;

•

impair the holder's right to institute suit to enforce the payment of such notes on or after the stated maturity thereof; or

•

reduce the aforesaid percentage in principal amount of notes, the consent of the holders of which is required for any such modification or amendment or the consent of whose holders is required for any waiver (of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences) or reduce the requirements for a quorum or voting at a meeting of holders of such debt securities.

        The indenture also contains provisions permitting Flex and the trustee, without the consent of the holders of the notes, to modify or amend the indenture in order, among other things:

•

to add to the covenants of Flex in the indenture for the benefit of the holders of the notes or to surrender any right or power conferred upon Flex by the indenture;

•

to add to the events of default or the covenants of Flex for the benefit of the holders of notes;

•

to add or change any provisions of the indenture to facilitate the issuance of bearer securities, to change any restrictions on the payment of principal of, any premium of interest on or any additional amounts with respect to the notes;

•

to provide for the acceptance of appointment by a successor trustee, or to add to or change the provisions of the indenture to facilitate the administration of the trusts, where applicable;

•

to secure the notes;

•

to cure any ambiguity or correct or supplement any provision therein which may be inconsistent with other provisions therein, or to make any other provisions with respect to matters or questions arising under the indenture which shall not materially and adversely affect the interests of the holders of notes issued thereunder in any material respect; or

•

to conform any provision of the indenture to this "Description of Notes."

        The holders of a majority in aggregate principal amount of the outstanding notes may, on behalf of all holders of the notes, waive any past default under the indenture with respect to the notes and its consequences, except a default in the payment of the principal of, or premium, if any, or interest, if any, on, or any additional amounts with respect to the notes or in respect of a covenant or provision which cannot be modified or amended without the consent of each holder of outstanding notes.

Form, Denomination and Registration of Notes

        The exchange notes will be issued in registered form, without interest coupons, in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.

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Regarding the Trustee

        U.S. Bank National Association is the trustee under the indenture governing the notes and has also been appointed by Flex to act as registrar, transfer agent and paying agent for the notes. U.S. Bank National Association is also serving as exchange agent in connection with the exchange offer. In addition, U.S. Bank National Association is the trustee under the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023. In addition, we have entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank National Association or its affiliates, including the following: (i) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of the original notes, (ii) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of our 4.625% notes due February 2020 and our 5.000% notes due February 2023, (iii) U.S. Bank National Association (or its affiliates) is a lender under our Revolving/Term Loan A Facility and (iv) U.S. Bank National Association (or its affiliates) from time to time purchases accounts receivable from us pursuant to an uncommitted accounts receivable purchase facility. See "The Exchange Offer—Exchange Agent."

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DESCRIPTION OF OTHER INDEBTEDNESS

        References to "we," "us," "our" and "ours" in this section are only to Flextronics International Ltd. and not to any of its subsidiaries.

Term Loan due August 2018

        On August 30, 2013, we entered into a $600 million term loan agreement due August 30, 2018 (the "2018 Term Loan Facility") and used these proceeds to repay certain term loans in full that were outstanding at that time in the amount of $544.8 million. The remaining $55.2 million was used to repay part of the term loan due March 2019 and upfront bank fees. This loan is repayable in quarterly installments of $3.75 million, which commenced in December 2014 and continue through August 2018, with the remaining amount due at maturity.

        As of June 26, 2015, we had $592.5 million outstanding under the 2018 Term Loan Facility. Borrowings under the 2018 Term Loan Facility bear interest, at our option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.00% and 2.00%, based on our credit ratings or (ii) the base rate (the greatest of the U.S. prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.00% and 1.00%, based on our credit rating.

        The 2018 Term Loan Facility is unsecured, and contains customary restrictions on our and our subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. The 2018 Term Loan Facility also requires that we maintain a maximum ratio of total indebtedness to earnings before interest expense, taxes, depreciation and amortization, and a minimum interest coverage ratio, as defined therein, during its term. As of June 26, 2015, we were in compliance with the covenants under the 2018 Term Loan Facility.

        Obligations under the 2018 Term Loan Facility are guaranteed by certain of our subsidiaries, each of whom will also initially be a guarantor of the exchange notes that will be issued in the exchange offer.

Term Loan due March 2019 and Revolving Line of Credit

        We and certain of our subsidiaries have a $2.0 billion credit facility (the "Term Loan and Revolving Credit Facility") consisting of a $1.5 billion revolving credit facility (the "Revolving Credit Facility") and a $500.0 million term loan (the "2019 Term Loan Facility"), which is due to expire in March 2019.

        On March 31, 2014, we borrowed an incremental amount of $63.4 million under the 2019 Term Loan Facility, thereby increasing the total amount outstanding under the 2019 Term Loan Facility to $500 million in conjunction with the extension of the maturity date to March 2019. Quarterly repayments of principal under the 2019 Term Loan Facility commenced on June 30, 2014 in the amount of $6.3 million up to March 31, 2016 and will increase to $9.4 million thereafter with the remainder due upon maturity.

        As of June 26, 2015, we had $475 million outstanding under the 2019 Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. Borrowings under the Term Loan and Revolving Credit Facility bear interest, at our option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based on our credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.125% and 1.125%, based on our credit rating. We are required to pay a quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily unused amount of the Revolving Credit Facility based on our credit rating.

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        The Term Loan and Revolving Credit Facility is unsecured, and contains customary restrictions on our and our subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. The Term Loan and Revolving Credit Facility also requires that we maintain a maximum ratio of total indebtedness to EBITDA, and a minimum interest coverage ratio, as defined therein, during its term. As of June 26, 2015, we were in compliance with the covenants under this loan agreement.

        Obligations under the Term Loan and Revolving Credit Facility are guaranteed by certain of our subsidiaries, each of whom will also initially be a guarantor of the exchange notes that will be issued in the exchange offer.

4.625% Notes due 2020 and 5.000% Notes due 2023

        On February 20, 2013, we issued $500.0 million of 4.625% Notes due February 15, 2020 and $500.0 million of 5.000% Notes due February 15, 2023 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. We received net proceeds of approximately $990.6 million from the issuance and used those proceeds, together with $9.4 million of cash on hand, to repay $1.0 billion of outstanding borrowings under our previous term loan that was due October 2014. In July 2013, we exchanged these notes for new 4.625% Notes and 5.000% Notes with substantially similar terms and completed the registration of the new notes with the SEC.

        Interest on our 4.625% Notes and 5.000% Notes is payable semi-annually, which commenced on August 15, 2013. Our 4.625% Notes and 5.000% Notes are senior unsecured obligations of ours, rank equally with all of our other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of our 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, the 2018 Term Loan Facility or the Term Loan and Revolving Credit Facility.

        At any time prior to maturity, we may redeem some or all of our 4.625% Notes and 5.000% Notes at a redemption price equal to 100% of the principal amount of the notes redeemed, plus an applicable premium and accrued and unpaid interest, if any, to the applicable redemption date. Upon the occurrence of a change of control repurchase event (as defined in the indenture governing our 4.625% Notes and 5.000% Notes), we must offer to repurchase our 4.625% Notes and 5.000% Notes at a repurchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.

        The indenture governing our 4.625% Notes and 5.000% Notes contains covenants that, among other things, restrict our and certain of our subsidiaries' ability to create liens; enter into sale-leaseback transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with, or convey, transfer or lease all or substantially all of our assets to, another person. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of us and our subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all of our outstanding 4.625% Notes and 5.000% Notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate principal amount of our then outstanding 4.625% Notes and 5.000% Notes may declare the principal amount of all of the notes of such series to be due and payable immediately. As of June 26, 2015, we were in compliance with the covenants in the indenture governing our 4.625% Notes and 5.000% Notes.

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Other Credit Lines

        As of June 26, 2015, we and certain of our subsidiaries had various uncommitted revolving credit facilities, lines of credit and other loans in the amount of $168.2 million in the aggregate. There were no borrowings outstanding under these facilities as of June 26, 2015. These unsecured credit facilities, and lines of credit and other loans bear annual interest at the respective country's inter-bank offering rate, plus an applicable margin, and generally have maturities that expire on various dates in future fiscal years.

Trade Receivables Programs

        Certain of our subsidiaries sell trade receivables under two asset-backed securitization programs and an accounts receivable factoring program.

Asset-Backed Securitization Programs

        Certain of our subsidiaries continuously sell designated pools of trade receivables under our and our subsidiaries' Global Asset-Backed Securitization Agreement (the "Global Program") and North American Asset-Backed Securitization Agreement (the "North American Program," collectively, the "ABS Programs") to affiliated special purpose entities, each of which in turn sells 100% of the receivables to unaffiliated financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a deferred purchase price receivable for sold receivables. Following the transfer of the receivables to the special purpose entities, the transferred receivables are isolated from us and our affiliates, and upon the sale of the receivables from the special purpose entities to the unaffiliated financial institutions effective control of the transferred receivables is passed to the unaffiliated financial institutions, which has the right to pledge or sell the receivables. Although we consolidated the special purpose entities, they are separate corporate entities and their assets are available first to satisfy the claims of their creditors. The investment limits set by the financial institutions are $650.0 million for the Global Program and $225.0 million for the North American Program. Both programs require a minimum level of deferred purchase price receivable to be retained by us and our subsidiaries in connection with the sales.

        As of June 26, 2015, approximately $1.4 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which we and our subsidiaries had received net cash proceeds of approximately $866.4 million and deferred purchase price receivables of approximately $516.3 million. The portion of the purchase price for the receivables which is not paid by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to the special purpose entity as payments on the receivables are collected from account debtors. The deferred purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in other current assets as of June 26, 2015, and were carried at the expected recovery amount of the related receivables. For the fiscal year ended March 31, 2015, cash flows from sales of receivables under the ABS Programs consisted of approximately $4.3 billion for transfers of receivables (of which approximately $0.3 billion represented new transfers and the remainder proceeds from collections reinvested in revolving period transfers). For the three-month period ended June 26, 2015, cash flows from sales of receivables under the ABS Programs consisted of approximately $1.1 billion for transfers of receivables (of which approximately $162.7 million represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).

        We service, administer and collect the receivables on behalf of the special purpose entities and receive a servicing fee of 0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized during the fiscal year ended March 31, 2015 were not material and are included in interest and other, net within the consolidated statements of operations. As we estimate the fee we receive in return for

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our obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.

Trade Accounts Receivable Sale Programs

        Certain of our subsidiaries also sell accounts receivables to certain third party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $368.0 million as of June 26, 2015. For the year ended March 31, 2015, total accounts receivable sold to certain third party banking institutions was approximately $4.2 billion. For the three-month period ended June 26, 2015, total accounts receivable sold to certain third party banking institutions was approximately $0.6 billion. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

        Initially, the exchange notes will be represented by one or more registered notes in global form, without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited on the issue date of the exchange notes with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain with the trustee as custodian for DTC.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form ("Certificated Notes") except in the limited circumstances described below.

        All interests in the Global Notes, including those held through Euroclear Bank, S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme, Luxembourg ("Clearstream"), may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a "banking organization" within the meaning of the New York Banking Law;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code, as amended; and

•

a "clearing agency" registered under Section 17A of the Exchange Act.

        DTC holds securities for its participants (collectively, the "Participants") and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

        We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants with an interest in the Global Note and (2) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes

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represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Notes for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture or such Global Notes. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

        Payments with respect to the principal of, and premium, if any, and interest on, any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Notes representing such notes under the indenture. Under the terms of the indenture, we and the trustees may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal

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procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

        If:

•

we notify the trustee in writing that DTC is no longer willing or able to act as a depositary for the Global Notes or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; or

•

an event of default has occurred and is continuing and the registrar has received a request from DTC or a beneficial owner in a Global Note to issue Certificated Notes,

then, upon surrender by DTC of the Global Notes, Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. Upon any such issuance, the trustee is required to register such Certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

        Neither we nor the trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes to be issued).

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MATERIAL TAX CONSIDERATIONS

        This summary is of a general nature and is included in this prospectus solely for informational purposes. It is not intended to be, nor should it be construed as being, legal or tax advice. No representation regarding the consequences to any particular holder of the notes is made. Each holder of original notes considering the exchange offer should consult their own tax advisers regarding their particular circumstances and the effects of state, local or foreign, including Singapore, tax laws to which they may be subject.

Certain U.S. Federal Income Tax Considerations

        The following discussion is a general summary of certain United States federal income tax consequences that may be relevant to holders who exchange their original notes for exchange notes pursuant to the exchange offer. This summary is based upon existing U.S. federal income tax law, which is subject to change, possibly with retroactive effect. This discussion is not a complete analysis or description of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular holders in light of their personal circumstances or to persons that are subject to special tax rules, such as: dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, banks, financial institutions, insurance companies, tax-exempt organizations, partnerships or other pass-through entities (or persons that hold the notes through partnerships or other pass-through entities), persons subject to alternative minimum tax, individual retirement and other deferred accounts, persons that own the notes as part of a hedge, a straddle, conversion, constructive sale or other integrated transaction for tax purposes, holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar, or U.S. expatriates, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not address any state, local, or non-U.S. tax considerations.

        An exchange of original notes for exchange notes pursuant to the exchange offer should not be a taxable event for U.S. federal income tax purposes. Consequently, a holder of original notes should not recognize gain or loss for U.S. federal income tax purposes as a result of exchanging original notes for exchange notes pursuant to the exchange offer. The holding period of the exchange notes should be the same as the holding period of the original notes and the tax basis in the exchange notes should be the same as the adjusted tax basis in the original notes as determined immediately before the exchange.

Singapore Tax Considerations

        The following summary addresses only the income tax laws of the Republic of Singapore in force and effect as of the date hereof and is intended as a general guide only. The summary below is general in nature and is based on certain aspects of current tax laws in Singapore in force as at the date of this prospectus and is subject to any changes in such laws, or the interpretation of those laws, occurring after such date, which changes could be made on a retroactive basis. Neither this summary nor any statements in this prospectus is intended or is to be regarded as advice on the tax position of any holder who exchanges original notes for exchange notes pursuant to the exchange offer. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to exchange original notes for exchange notes pursuant to the exchange offer and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Holders of the original notes are advised to consult their own tax advisors as to the Singapore or other tax consequences of their participation in the exchange offer. It is emphasized that none of us and any other persons involved with the exchange offer accepts responsibility for any tax effects or liabilities resulting from participation in the exchange offer.

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Withholding Tax

        Subject to the provisions of any applicable tax treaty (there is currently no tax treaty between Singapore and the United States), non-resident taxpayers, namely individuals not residing in, or corporations not managed and controlled in Singapore, which derive income under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore ("ITA") (which includes interest, commissions, fees or other payments in connection with any loan or indebtedness) ("interest") from Singapore, are subject to a withholding tax on that income at a rate of 15%, subject to some exceptions.

        As in the case of the original notes, interest payments made by us under the exchange notes will not be subject to withholding tax in Singapore if:

•

such payments are not borne, directly or indirectly, by a person who is a tax resident in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore) or a permanent establishment in Singapore ("Singapore Person");

•

such payments are not deductible against any income accruing in or derived from Singapore; and

•

none of the proceeds of such notes are brought into or used in Singapore.

        We intend to make interest payments through our branch office in Bermuda. Accordingly, such interest payments under the exchange notes (as in the case of the original notes) will not be subject to withholding tax in Singapore, as long as such interest payments are not borne, directly or indirectly, by a Singapore Person and are not deductible against income derived from Singapore and the proceeds of such notes are not brought into or used in Singapore.

Capital Gains

        Singapore does not impose tax on capital gains (i.e., gains which are considered to be capital in nature) but imposes tax on income. There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. Hence, any gains considered to be in the nature of capital made from the sale or disposal of the notes will not be taxable in Singapore. However, any gains from such sale or disposal of the notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.

        An exchange of the original notes for the exchange notes may be regarded as a disposal of the original notes for Singapore income tax purposes and a holder of the original notes may consequently need to recognise a gain or loss. Such gain or loss (if any) may be income or capital in nature depending on the circumstances of the holder (e.g. whether the holder is trading in securities in Singapore or had acquired such notes for disposal at a profit in Singapore) and may or may not be taxable or deductible accordingly. Holders of the original notes are advised to seek their own tax advice on the tax consequences to them of an exchange of the original notes for the exchange notes pursuant to the exchange offer.

        In addition, holders of the notes who apply, or who are required to apply, the Singapore Financial Reporting Standard 39—Financial Instruments: Recognition and Measurement ("FRS 39") for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of the notes is made. Please see the section below on "Adoption of FRS 39 Treatment for Singapore Income Tax Purposes".

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Adoption of FRS 39 Treatment for Singapore Income Tax Purposes

        Singapore registered companies are generally required to comply with FRS 39 for accounting purposes. The Inland Revenue Authority of Singapore has issued a circular entitled "Income Tax Implications Arising from the Adoption of FRS 39—Financial Instruments: Recognition & Measurement" (the "FRS 39 Circular"). The ITA has since been amended to give effect to the FRS 39 Circular.

        The FRS 39 Circular generally applies, subject to certain "opt-out" provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes.

        Holders of the notes who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the notes.

Bermuda Tax Considerations

        There is no income or other tax in Bermuda imposed by withholding or otherwise on any payment to be made to or by us pursuant to an exchange of original notes for exchange notes pursuant to the exchange offer.

        The exchange offer will not be subject to ad valorem stamp duty in Bermuda, and no registration, documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda in connection with the execution, delivery, filing, registration or performance pursuant to the exchange offer.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making or other trading activities market-making or other trading activities. Flex and the guarantors have agreed to make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which this prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which this prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Certain legal matters with respect to the exchange notes and guarantees offered hereby will be passed upon for us (i) with respect to New York, Delaware and California law, by Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York, (ii) with respect to Singapore law, by Allen & Gledhill LLP, Singapore, (iii) with respect to Mauritius law, by C&A Law, Mauritius, (iv) with respect to Federal Territory of Labuan, Malaysia law, by Rahmat Lim & Partners, Malaysia, (v) with respect to Dutch law, by NautaDutilh N.V., the Netherlands, (vi) with respect to Hungary law, by Faludi Wolf Theiss Ügyvédi Iroda, Hungary and (vii) with respect to Brazil law, by Madrona Advogados, Brazil.

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EXPERTS

        The consolidated financial statements as of March 31, 2015 and 2014, and for each of the three years in the period ended March 31, 2015, incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 2015, and the effectiveness of the Company's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated by reference herein. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        With respect to the unaudited interim financial information for the periods ended June 26, 2015 and June 27, 2014, which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2015 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.

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Flextronics International Ltd.

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025 for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under the Securities Act of 1933

PROSPECTUS

                    , 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Singapore Registrant

        The following registrant is a company incorporated under the laws of Singapore: Flextronics International Ltd.

        Section 172 of the Singapore Companies Act (the "SCA") prohibits a company from indemnifying its directors, officers or auditors against any liability, which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the company. However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such liability, or (b) indemnifying such officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application under Section 76A(13) or Section 391 of the SCA or any other provision of the SCA in which relief is granted to him by the court.

        Flextronics International Ltd.—Article 155 of Flextronics International Ltd.'s Articles of Association provides that, subject to the SCA and every other act for the time being in force concerning companies and affecting Flextronics International Ltd., every director, auditor, secretary or other officer of Flextronics International Ltd. shall be entitled to be indemnified by Flextronics International Ltd. against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties (including, without limitation, where he serves at the request of Flextronics International Ltd., as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise) or in relation thereto, including any liability by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of Flextronics International Ltd. and in which judgment is given in his favor (or the proceedings are otherwise disposed of without a finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the court.

        In addition, Article 155 of Flextronics International Ltd.'s Articles of Association provides that no director, manager, secretary or other officer of Flextronics International Ltd. shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to Flextronics International Ltd., through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of Flextronics International Ltd. or for the insufficiency or deficiency of any security in or upon which any of the moneys of Flextronics International Ltd. are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited or left or for any other loss, damage or misfortune which happens in the execution of the duties of his office or in relation thereto, unless the same happens through his own negligence, willful default, breach of duty or breach of trust.

        The foregoing summaries are necessarily subject to the complete text of the Articles of Association of Flextronics International Ltd. and the SCA, and are qualified in their entirety by reference thereto.

Delaware Registrant

        The following registrant is a limited liability company formed in Delaware: Flextronics America, LLC.

II-1

        Section 18-303(a) of the Delaware Limited Liability Company Act (the "DLLCA") provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company's, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        Flextronics America, LLC—Flextronics America, LLC's certificate of formation, is silent on indemnification. Paragraph 11 of Flextronics America, LLC's operating agreement provides that the sole member shall not have any liability for the obligations or liabilities of Flextronics America, LLC except to the extent provided in the DLLCA. Paragraph 14 of Flextronics America, LLC's operating agreement provides that Flextronics America, LLC shall indemnify, to the fullest extent and under the circumstances permitted by Delaware law, past, present or future members, managers, officers or agents of Flextronics America, LLC, made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a member, manager , officer or agent of Flextronics America, LLC.

California Registrants

        The following registrants are corporations incorporated under the laws of California: Flextronics International USA, Inc. and Flextronics Logistics USA, Inc.

        Subsection (b) of Section 317 of the California General Corporation Law (the "CGCL") authorizes a corporation to indemnify agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in any proceeding (other than an action by or in the right of the corporation) if such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to criminal actions, had no reasonable cause to believe the conduct was unlawful.

        With respect to actions by or in the right of the corporation, Subsection (c) of Section 317 permits indemnification against expenses actually and reasonably incurred by such person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. However, no indemnification shall be made for: (1) any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine, (2) amounts paid in settling or otherwise disposing of a pending action without court approval or (3) expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

        Subsection (d) of Section 317 requires a corporation to indemnify an agent against expenses actually and reasonably incurred to the extent such person is successful on the merits in the defense of any proceeding or any claim, issue or related matter. Subsection (f) allows a corporation to advance expenses prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified.

        Except for mandatory indemnification under Subsection (d), Subsection (e) of Section 317 permits indemnification only if it is authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct. Subsection (h) generally prohibits indemnification (1) where it would be inconsistent with a

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corporation's articles or bylaws, a shareholder resolution, or an agreement in effect at the relevant time, or (2) that would be inconsistent with any condition imposed by a court in approving a settlement.

        Subsection (i) of Section 317 permits a corporation to purchase insurance on behalf of an agent against liability asserted against such agent acting in his official capacity whether or not the corporation would have the power to indemnify the agent against that liability under the CGCL.

        Flextronics International USA, Inc.—Article IV of Flextronics International USA, Inc.'s amended and restated articles of incorporation provides that the liability of the directors of Flextronics International USA, Inc. for monetary damages shall be eliminated to the fullest extent permissible under California law. Article V of Flextronics International USA, Inc.'s amended and restated articles of incorporation provides that Flextronics International USA, Inc. is authorized to indemnify the directors and officers of Flextronics International USA, Inc. to the fullest extent permissible under California law. Section 6.1 of Flextronics International USA, Inc.'s bylaws provides that Flextronics International USA, Inc. shall indemnify each person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative proceeding by reason of the fact that such person is or was a director or officer of Flextronics International USA, Inc. Section 6.2 of Flextronics International USA, Inc.'s bylaws provides that Flextronics International USA, Inc. shall pay all expenses incurred by such a director or officer in defending any such proceeding as they are incurred in advance of its final disposition, provided that the payment of such expenses in advance of the final disposition of such a proceeding shall be made only upon receipt of an agreement by or on behalf of such director or officer to repay such amount if it shall be determined ultimately that such person is not entitled to be indemnified and provided further that Flextronics International USA, Inc. shall not be required to advance any expenses to a person against whom Flextronics International USA, Inc. brings an action, alleging that such person committed an act or omission not in good faith or that involved intentional misconduct or a knowing violation of law, or that was contrary to the best interest of Flextronics International USA, Inc., or derived an improper personal benefit from a transaction.

        Flextronics Logistics USA, Inc.—Article V of Flextronics Logistics USA, Inc.'s articles of incorporation provides that (i) the liability of the directors of Flextronics Logistics USA, Inc. for monetary damages shall be eliminated to the fullest extent permissible under California law and (ii) Flextronics Logistics USA, Inc. is authorized to the indemnify the directors, officers and agents of Flextronics Logistics USA, Inc. to the fullest extent permissible under California law. Article VI of Flextronics Logistics USA, Inc.'s bylaws provides that Flextronics Logistics USA, Inc. shall, to the maximum extent and in the manner permitted by the California Corporations Code, any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of Flextronics Logistics USA, Inc. to procure a judgment in its favor) by reason of the fact that such person is or was a director, officer, employee or other agent of Flextronics Logistics USA, Inc. Article VI of Flextronics Logistics USA, Inc.'s bylaws also provides that Flextronics Logistics USA, Inc. shall advance expenses, costs, and charges incurred in defending any proceeding for which indemnification is required prior to the final disposition of such proceeding upon receipt of an undertaking by such person to repay such amount if it is determined ultimately that such person is not entitled to be indemnified.

Mauritius Registrants

        The following registrants are companies organized under the laws of Mauritius: Flextronics International Asia-Pacific Ltd, Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales and Marketing Consumer Digital Ltd. and Flextronics Telecom Systems Ltd.

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        The Mauritius Companies Act 2001 (the "MCA") generally prohibits a company from indemnifying or directly or indirectly effecting insurance for its directors or employees in relation to:

•

liability for any act/omission of the director or employee in his capacity as director or employee; or

•

costs incurred by that director or employee in defending or settling any claim or proceedings relating to any such liability.

        Any such indemnity given is deemed void.

        However, directors or employees may, in the circumstances outlined in paragraphs below, be indemnified for costs in relation to certain proceedings.

        Subject to its constitution, a company may indemnify a director or employee of the company or related company for any costs incurred by him or the company in respect of any proceedings-

•

that relates to liability for any act or omission in his capacity as director or employee; or

•

in which the director or employee has either obtained judgment in his favor, been acquitted, has proceedings which were initiated against him discontinued, been granted relief by the Court or, has, where proceedings were threatened, the threatened action abandoned or not pursued.

        Subject to its constitution, a company may also indemnify a director or employee of the company or related company in respect of-

•

liability to any person, other than the company or a related company, for any act or omission in his capacity as director or employee; or

•

costs incurred by that director or employee in defending or settling any claim or proceedings relating to such liability.

        However, a director may not be indemnified against criminal liability or for any liability arising from breach of duty to act in good faith or in the best interests of the company.

        Subject to its constitution, a company may, with the prior approval of the Board, effect insurance for its directors and employees, in respect of:

•

liability (other than criminal liability) for any act/omission in his capacity as a director or employee;

•

costs incurred by that director or employee in defending or settling any claim or proceeding relating to any such liability; or

•

costs incurred by that director or employee in defending any criminal proceedings-



(i)

that have been brought against the director or employee in relation to any act or omission of that director or employee in his capacity as director or employee;



(ii)

in which that person is acquitted; or



(iii)

in relation to which a nolle prosequi is entered.

        The Board of the company is also under obligation to make all the necessary disclosures in respect of such indemnities or insurance in the directors' interests register (if any), the minutes and the annual report. If a company covers a director or employee, and the provisions of the MCA regarding insurance and the mandatory disclosures have not been complied with, the director or employee will be personally liable to the company for the cost of effecting the insurance, unless the director or employee proves that it was fair to the company at the time the insurance was effected.

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        Flextronics International Asia-Pacific Ltd, Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales & Marketing Consumer Digital Ltd. and Flextronics Telecom Systems Ltd—The provisions in the Constitution of each of Flextronics International Asia-Pacific Ltd, Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales & Marketing Consumer Digital Ltd., and Flextronics Telecom Systems Ltd as regards the indemnification of directors/employees reflect the stipulations of the MCA, outlined above.

Labuan Registrants

        The following registrants are companies organized under the laws of the Federal Territory of Labuan, Malaysia: Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Industries Marketing (L) Ltd.

        The Labuan Companies Act 1990 (the "LCA") contains no provision or restriction for indemnification.

        Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Industries Marketing (L) Ltd.—The articles of association of Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Industries Marketing (L) Ltd. provide that subject to the provisions of the LCA and any other statute for the time being in force every director or other officer of the company shall be entitled to be indemnified out of the assets of the company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the company in the execution of the duties of his office, or in relation thereto provided that such duties were discharged in accordance with the duties of officers as prescribed by the LCA.

Netherlands Registrant

        The following registrant is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands: Flextronics International Europe B.V.

        Pursuant to the Dutch Civil Code (the "DCC") (in Dutch: Burgerlijk Wetboek), as a general rule, managing directors are not personally liable for the actions that they perform on behalf of a private company with limited liability, because it is considered to be a separate legal person which is liable for its acts or its failure to act. However, under certain circumstances, a managing director may be held personally liable on behalf of the company. Dutch law contains various specific statutory provisions on the personal civil law liability of managing directors.

        Dutch law provides for a distinction between the internal and external liability of managing directors. The internal liability is considered to be the liability of the managing director vis-à-vis the company. The external liability is the liability of the managing director vis-à-vis third parties, such as creditors, the industrial social insurance board (in Dutch: bedrijfsvereniging) and the tax authorities.

        Pursuant to the internal liability which is regulated in Book 2, Section 9 of the DCC, each managing director is under an obligation vis-à-vis the company to perform his duties properly. A managing director is only liable for the improper performance of duties if he has failed imputably in the performance of his task and this failure can be attributed to him (in Dutch: "ernstig verwijt"). The improper performance of duties can be in the form of acts or omissions in violation of the law or the company's articles of association or acts that no reasonable managing director could have come to. Whether a managing director performed his duties improperly and whether he is seriously to blame for that must be assessed on the basis of all circumstances of the case.

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        The general meeting of shareholders (and in certain cases, the supervisory board) may grant discharge from liability to the managing directors. A discharge precludes internal liability, but not external liability. In principle, a discharge granted to a managing director for the policy conducted by him in a certain period prevents the company from holding him liable in that regard. Note that a resolution to grant discharge, usually only serves to discharge the managing director from liability for policy insofar as said policy is apparent from the annual report and the accounts. In addition, under certain circumstances, a managing director cannot reasonably and fairly invoke a discharge granted and a court may annul a resolution to grant discharge at the request of an interested party, on account of it being contrary to reasonableness and fairness or within the framework of inquiry proceedings.

        External liability may, inter alia, result from (i) acts or omissions that can be deemed to constitute an unlawful act within the meaning of Book 6, Section 162 of the DCC, (ii) in the event of the company's bankruptcy, improper performance by the managing director of his duties if it is plausible that this improper performance is an important cause of the bankruptcy (pursuant to Book 2, Section 248 of the DCC) (iii) misleading information and misrepresentation of the company in the annual accounts, the interim figures or annual report (pursuant to Book 2, Section 249 of the DCC), (iv) non-fulfillment of the notification obligation or non-payment of tax debts, social insurance contributions and contributions to the company pension fund (pursuant to the Second Act on the Prevention of Abuse of Corporations (in Dutch: Tweede Anti-Misbruikwet)).

        Flextronics International Europe B.V.—It is possible that the articles of association of a company contain provisions about the insurance or indemnification of managing directors against claims and demands arising out of, or in connection with, the performance of their duties in their capacity as managing director of a company. However, the articles of association of Flextronics International Europe B.V. do not contain any such provision.

        In addition, it is possible to insure the personal liability risk of managing directors for improper management (sometimes referred to as a director and officer liability insurance). However, Flextronics International Europe B.V. has not made known to us that it has such liability insurance.

Hungary Registrant

        The following registrant is a company organized under the laws of Hungary: Flextronics International Kft. (registered seat: 8660 Tab, Munkás utca 28., Hungary).

        Article 3:117 of the Hungarian Civil Code entitles Hungarian companies to grant discharge of liability to their executive officers. According to this section, upon the request of the executive officer, the company's supreme body may grant such discharge for the previous financial year, as at the time of accepting the company's annual financial statements. In addition to this provision, if the position of the executive officer ceases between the dates of two consecutive meetings dealing with the company's annual financial statements, the executive officer may request the supreme body to decide on the discharge of liability at its next session.

        By granting a discharge of liability the supreme body verifies that the executive officers performed their duties during the period under review by prioritizing the company's interest. The discharge of liability shall be abolished in the event of a subsequent court ruling declaring the information based on which the discharge of liability was granted false or insufficient.

        Flextronics International Kft.—The Articles of Association of Flextronics International Kft. refer to the provision discussed above. According to the Articles of Association of Flextronics International Kft., the Members' Meeting may provide, at its sole discretion, the directors with 'indemnity declarations' (i.e. discharge of liability) after the approval of each annual financial statement of Flextronics International Kft., stating that the directors acted in the best interest of Flextronics International Kft. during the period effected by such financial statement.

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Brazil Registrant

        The following registrant is a company organized under the laws of Brazil: Flextronics International Tecnologia Ltda. Neither the laws of Brazil nor the articles of association of Flextronics International Tecnologia Ltda. or other constitutive documents provide for indemnification of directors or officers. A company may however indemnify an officer or director against any liability incurred by them in defending any proceedings, whether criminal or civil, in which a judgment is given in their favor.

        Flextronics International Tecnologia Ltda.—Flextronics International Tecnologia Ltda. maintains liability insurance covering all expenses, liability and loss (including defense fees, reasonable attorney's fees, judgments and amounts paid or to be paid in settlement) that any of their directors or officers are legally required to pay as a result of any judicial, administrative or arbitration proceedings, including, but not limited to, civil labor, tax, consumer or criminal proceedings brought against such directors or officers in connection with any mistake, misstatement, act, omission, neglect or violation of a right performed by such directors and/or officers acting as such, either individually or as a group, in connection with being a director or officer of Flextronics International Tecnologia Ltda. This liability insurance also covers all payments made by Flextronics International Tecnologia Ltda. to indemnify its directors, officers against all expenses, liability and loss (including defense fees reasonable attorney's fees, judgments and amounts paid or to be paid in settlement) that such directors and officers are legally required to pay in the circumstances explained above.

Item 21.    Exhibits and Financial Statement Schedules.

        The exhibits to this registration statement are listed in the "Exhibit Index" following the signature pages hereto, which is incorporated by reference herein.

Item 22.    Undertakings.

        (a)   Each undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

        Each undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   Each undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such

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indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (d)   Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

        (e)   Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on September 21, 2015.

	FLEXTRONICS INTERNATIONAL LTD.
Date: September 21, 2015	By:	/s/ MICHAEL M. MCNAMARA
		Name:	Michael M. McNamara
		Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer (Principal Executive Officer) and Director and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	September 21, 2015
/s/ H. RAYMOND BINGHAM H. Raymond Bingham	Chairman of the Board	September 21, 2015
/s/ MICHAEL D. CAPELLAS Michael D. Capellas	Director	September 21, 2015
/s/ MARC A. ONETTO Marc A. Onetto	Director	September 21, 2015
/s/ DANIEL H. SCHULMAN Daniel H. Schulman	Director	September 21, 2015
/s/ WILLY SHIH, PH.D. Willy Shih, Ph.D.	Director	September 21, 2015

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Signature	Title	Date
/s/ LAY KOON TAN Lay Koon Tan	Director	September 21, 2015
/s/ WILLIAM D. WATKINS William D. Watkins	Director	September 21, 2015
/s/ LAWRENCE A. ZIMMERMAN Lawrence A. Zimmerman	Director	September 21, 2015

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on September 21, 2015.

	FLEXTRONICS AMERICA, LLC
Date: September 21, 2015	By:	/s/ CHRISTOPHER COLLIER
		Name:	Christopher Collier
		Title:	Manager

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	President (Principal Executive Officer)	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer (Principal Financial Officer) and Manager	September 21, 2015
/s/ DAVID BENNETT David Bennett	Vice President, Controller, and Assistant Secretary (Principal Accounting Officer) and Manager	September 21, 2015

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on September 21, 2015.

	FLEXTRONICS INTERNATIONAL USA, INC.
Date: September 21, 2015	By:	/s/ TIMOTHY STEWART
		Name:	Timothy Stewart
		Title:	Vice President & Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	President (Principal Executive Officer) and Director	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Senior Vice President and Chief Financial Officer (Principal Financial Officer) and Director	September 21, 2015
/s/ DAVID BENNETT David Bennett	Vice President and Assistant Secretary (Principal Accounting Officer) and Director	September 21, 2015

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on September 21, 2015.

	FLEXTRONICS LOGISTICS USA, INC.
Date: September 21, 2015	By:	/s/ TIMOTHY STEWART
		Name:	Timothy Stewart
		Title:	Vice President & Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer (Principal Executive Officer)	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Senior Vice President and Chief Financial Officer (Principal Financial Officer) and Director	September 21, 2015
/s/ DAVID BENNETT David Bennett	Vice President and Assistant Secretary (Principal Accounting Officer)	September 21, 2015
/s/ TOM WRIGHT Tom Wright	Director	September 21, 2015

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS INTERNATIONAL ASIA-PACIFIC LTD
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015
/s/ JASON DOUGLAS SPICER Jason Douglas Spicer	Director	September 21, 2015

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS SALES & MARKETING (A-P) LTD.
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015
/s/ JASON DOUGLAS SPICER Jason Douglas Spicer	Director	September 21, 2015

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS SALES & MARKETING CONSUMER DIGITAL LTD.
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015
/s/ JASON DOUGLAS SPICER Jason Douglas Spicer	Director	September 21, 2015

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS TELECOM SYSTEMS LTD
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015
/s/ JASON DOUGLAS SPICER Jason Douglas Spicer	Director	September 21, 2015
/s/ MAN KIOW CHAN KAN CHEONG Man Kiow Chan Kan Cheong	Director	September 21, 2015

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS MARKETING (L) LTD.
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS SALES & MARKETING NORTH ASIA (L) LTD
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oostrum, the Netherlands and the City of Vienna, Austria on September 21, 2015.

	FLEXTRONICS INTERNATIONAL EUROPE B.V.
Date: September 21, 2015	By:	/s/ MARK J. SAVAGE
		Name:	Mark J. Savage
		Title:	Managing Director
Date: September 21, 2015	By:	/s/ ROBERT MCCAFFERTY
		Name:	Robert McCafferty
		Title:	Managing Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ ROBERT MCCAFFERTY Robert McCafferty	Managing Director	September 21, 2015
/s/ MARK J. SAVAGE Mark J. Savage	Managing Director	September 21, 2015

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Strasbourg, France and the City of Vienna, Austria on September 21, 2015.

	FLEXTRONICS INTERNATIONAL KFT.
Date: September 21, 2015	By:	/s/ JEAN-FRANCOIS ZOELLER
		Name:	Jean-Francois Zoeller
		Title:	Managing Director
Date: September 21, 2015	By:	/s/ ROBERT MCCAFFERTY
		Name:	Robert McCafferty
		Title:	Managing Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015

II-22

Signature	Title	Date
/s/ JEAN-FRANCOIS ZOELLER Jean-Francois Zoeller	Managing Director	September 21, 2015
/s/ ROBERT MCCAFFERTY Robert McCafferty	Managing Director	September 21, 2015
/s/ CHRISTIAN PFISTER Christian Pfister	Managing Director	September 21, 2015
/s/ LASZLO NAGY Laszlo Nagy	Managing Director	September 21, 2015

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Klang, Malaysia on September 21, 2015.

	FLEXTRONICS INDUSTRIES MARKETING (L) LTD
Date: September 21, 2015	By:	/s/ MANNY MARIMUTHU
		Name:	Manny Marimuthu
		Title:	Director

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ MANNY MARIMUTHU Manny Marimuthu	Director	September 21, 2015
/s/ KWOK WO OI Kwok Wo Oi	Director	September 21, 2015

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sorocaba, State of Sao Paulo, Brazil on September 21, 2015.

	FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA.
Date: September 21, 2015	By:	/s/ FLAVIO DOS SANTOS MAGALHAES
		Name:	Flavio Dos Santos Magalhaes
		Title:	Manager

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL M. MCNAMARA Michael M. McNamara	Chief Executive Officer of Flextronics International Ltd. (Principal Executive Officer) and Authorized U.S. Representative	September 21, 2015
/s/ CHRISTOPHER COLLIER Christopher Collier	Chief Financial Officer of Flextronics International Ltd. (Principal Financial Officer)	September 21, 2015
/s/ DAVID BENNETT David Bennett	Senior Vice President and Chief Accounting Officer of Flextronics International Ltd. (Principal Accounting Officer)	September 21, 2015
/s/ RODRIGO CASTANHO DALL'OGLIO Rodrigo Castanho Dall'Oglio	Manager	September 21, 2015
/s/ FLAVIO DOS SANTOS MAGALHAES Flavio Dos Santos Magalhaes	Manager	September 21, 2015

II-25

EXHIBIT INDEX

					Incorporated by Reference
Exhibit No.		Exhibit	Form		File No.		Filing Date		Exhibit No.		Filed Herewith
	3.01	Memorandum of Association, as amended		10-K		000-23354		05-29-07		3.01
	3.02	Amended and Restated Articles of Association of Flextronics International Ltd.		8-K		000-23354		10-11-06		3.01
	3.03	Certificate of Formation of Flextronics America, LLC, as amended		S-4		333-189496		06-20-13		3.03
	3.04	Amended and Restated Operating Agreement of Flextronics America, LLC		S-4		333-189496		06-20-13		3.04
	3.05	Certificate of Incorporation of Flextronics Industries Marketing (L) Ltd.									X
	3.06	Memorandum and Articles of Association of Flextronics Industries Marketing (L) Ltd.									X
	3.07	Certificate of Incorporation of Flextronics International Asia-Pacific Ltd		S-4		333-189496		06-20-13		3.09
	3.08	Constitution of Flextronics International Asia-Pacific Ltd		S-4		333-189496		06-20-13		3.10
	3.09	Deed of Incorporation of Flextronics International Europe B.V. (English translation from Dutch)		S-4		333-189496		06-20-13		3.21
	3.10	Amended Articles of Association of Flextronics International Europe B.V. (English translation from Dutch)		S-4		333-189496		06-20-13		3.22
	3.11	Articles of Association of Flextronics International Kft.									X
	3.12	Amended and Restated Articles of Association of Flextronics International Tecnologia Ltda. (English translation from Portuguese)									X
	3.13	Amended and Restated Articles of Incorporation of Flextronics International USA, Inc.		S-4		333-189496		06-20-13		3.07
	3.14	Bylaws of Flextronics International USA, Inc., as amended		S-4		333-189496		06-20-13		3.08
	3.15	Articles of Incorporation of Flextronics Logistics USA, Inc.		S-4		333-189496		06-20-13		3.05

					Incorporated by Reference
Exhibit No.		Exhibit	Form		File No.		Filing Date		Exhibit No.		Filed Herewith
	3.16	Bylaws of Flextronics Logistics USA, Inc., as amended		S-4		333-189496		06-20-13		3.06
	3.17	Certificate of Incorporation of Flextronics Marketing (L) Ltd.		S-4		333-189496		06-20-13		3.19
	3.18	Memorandum and Articles of Association of Flextronics Marketing (L) Ltd.									X
	3.19	Certificate of Incorporation of Flextronics Sales & Marketing (A-P) Ltd., as amended		S-4		333-189496		06-20-13		3.11
	3.20	Constitution of Flextronics Sales & Marketing (A-P) Ltd.		S-4		333-189496		06-20-13		3.12
	3.21	Certificate of Incorporation of Flextronics Sales and Marketing Consumer Digital Ltd.		S-4		333-189496		06-20-13		3.13
	3.22	Constitution of Flextronics Sales and Marketing Consumer Digital Ltd.		S-4		333-189496		06-20-13		3.14
	3.23	Certificate of Incorporation of Flextronics Sales & Marketing North Asia (L) Ltd		S-4		333-189496		06-20-13		3.17
	3.24	Memorandum and Articles of Association of Flextronics Sales & Marketing North Asia (L) Ltd									X
	3.25	Certificate of Incorporation of Flextronics Telecom Systems Ltd		S-4		333-189496		06-20-13		3.15
	3.26	Constitution of Flextronics Telecom Systems Ltd		S-4		333-189496		06-20-13		3.16
	4.01	Indenture, dated as of June 8, 2015, by and between Flextronics International Ltd., the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.750% Notes due 2025		8-K		000-23354		06-08-15		4.1
	4.02	Form of 4.750% Note due 2025 (included in Exhibit 4.01)		8-K		000-23354		06-08-15		4.2

					Incorporated by Reference
Exhibit No.		Exhibit	Form		File No.		Filing Date		Exhibit No.		Filed Herewith
	4.03	Registration Rights Agreement, dated as of June 8, 2015, by and between Flextronics International Ltd., the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the initial purchasers named therein, related to the 4.750% Notes due 2025		8-K		000-23354		06-08-15		4.3
	4.04	First Supplemental Indenture, dated as of September 11, 2015, among Flextronics International Ltd., the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the 4.750% Notes due 2025									X
	4.05	Indenture, dated as of February 20, 2013, by and between Flextronics International Ltd., the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.625% Notes due 2020 and 5.000% Notes due 2023		8-K		000-23354		02-22-13		4.01
	4.06	Form of 4.625% Note due 2020		8-K		000-23354		02-22-13		4.02
	4.07	Form of 5.000% Note due 2023		8-K		000-23354		02-22-13		4.03
	4.08	Registration Rights Agreement, dated as of February 20, 2013, by and between Flextronics International Ltd., the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the initial purchasers named therein, related to the 4.625% Notes due 2020 and 5.000% Notes due 2023		8-K		000-23354		02-22-13		4.04

					Incorporated by Reference
Exhibit No.		Exhibit	Form		File No.		Filing Date		Exhibit No.		Filed Herewith
	4.09	First Supplemental Indenture, dated as of March 28, 2013, among Flextronics International Ltd., the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between Flextronics International Ltd., the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.625% Notes due 2020 and 5.000% Notes due 2023		10-K		000-23354		05-28-13		4.11
	4.10	Second Supplemental Indenture, dated as of August 25, 2014, among Flextronics International Ltd., the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between Flextronics International Ltd., the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.625% Notes due 2020 and 5.000% Notes due 2023		10-Q		000-23354		10-30-14		4.01
	4.11	Third Supplemental Indenture, dated as of September 11, 2015, among Flextronics International Ltd., the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the 4.625% Notes due 2020 and 5.000% Notes due 2023									X
	4.12	Term Loan Agreement, dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto		8-K		000-23354		09-04-13		10.01
	4.13	Amendment No. 1, dated May 21, 2014 to Term Loan Agreement dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto		8-K		000-23354		07-28-14		4.01

					Incorporated by Reference
Exhibit No.		Exhibit	Form		File No.		Filing Date		Exhibit No.		Filed Herewith
	4.14	Credit Agreement, dated as of March 31, 2014, among Flextronics International Ltd. and certain of its subsidiaries, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto		8-K		000-23354		04-01-14		10.01
	5.01	Legal Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP									X
	5.02	Legal Opinion of Allen & Gledhill LLP									X
	5.03	Legal Opinion of C&A Law									X
	5.04	Legal Opinion of Rahmat Lim & Partners									X
	5.05	Legal Opinion of NautaDutilh N.V.									X
	5.06	Legal opinion of Faludi Wolf Theiss Ügyvédi Iroda									X
	5.07	Legal Opinion of Madrona Advogados									X
	12.01	Statement Regarding Computation of Ratio of Earnings to Fixed Charges									X
	15.01	Letter in Lieu of Consent of Deloitte & Touche LLP									X
	21.01	Subsidiaries of Flextronics International Ltd.		10-K		000-23354		05-21-15		21.01
	23.01	Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5.01)									X
	23.02	Consent of Allen & Gledhill LLP (included in Exhibit 5.02)									X
	23.03	Consent of C&A Law (included in Exhibit 5.03)									X
	23.04	Consent of Rahmat Lim & Partners (included in Exhibit 5.04)									X
	23.05	Consent of NautaDutilh N.V. (included in Exhibit 5.05)									X
	23.06	Consent of Faludi Wolf Theiss Ügyvédi Iroda (included in Exhibit 5.06)									X
	23.07	Consent of Madrona Advogados (included in Exhibit 5.07)									X
	23.08	Consent of Deloitte & Touche LLP									X

				Incorporated by Reference
Exhibit No.		Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
	24.01	Powers of Attorney (included on the signature pages to this Form S-4)					X
	25.01	Statement of Eligibility on Form T-1 of U.S. Bank National Association, as Trustee					X
	99.01	Form of Letter of Transmittal					X
	99.02	Form of Letter to Clients					X
	99.03	Form of Letter to Brokers					X

EX-3.05

Exhibit 3.05

EX-3.06

Exhibit 3.06

EX-3.11

Exhibit 3.11

ARTICLES OF ASSOCIATION

Flextronics International GmbH (registered seat: A-1300 Vienna, Airport Office Park I, Top B 07/02, Austria) and Flextronics Sárvár Logistics Kft. (registered seat: 9600 Sárvár, Ikervári u. 25.) as quota owners (the “Members”) hereby accept the unified text(1) of the Articles of Association of Flextronics International Manufacturing and Services Duty-Free Zone Limited Liability Company (the “Company”) established on November 1, 1992 under Act VI of 1988 on Business Associations in accordance with the rules of Act V of 2013 on the Civil Code (the “Civil Code”) as follows.

I.

The name and the registered seat of the Company

1.The firm name of the Company:

Flextronics International Termelö és Szolgáltató Vámszabadterületi Korlátolt Felelösségü Társaság

The concise firm name of the Company:

Flextronics International Kft.

2.The firm name of the Company in English:

Flextronics International Manufacturing and Services Duty-Free Zone Limited Liability Company

The concise firm name of the Company in English:

Flextronics International LLC

3.The registered seat of the Company:

8660 Tab, Munkás u. 28.

The branch offices of the Company:

9600 Sárvár, Ikervári u. 25.

9600 Sárvár, Ikervári u. 42.

8900 Zalaegerszeg, Posta u. 63.

8900 Zalaegerszeg, Zrínyi Miklós u. 38.

4400 Nyíregyháza, Debreceni út 342.

1183 Budapest, Hangár utca 5-37.

2360 Gyál, Bem József u. 32.

(1) The changes — in accordance with the resolutions of 19 June 2015 — are indicated in underlined, italics and bold and the deleted parts are indicated with strikethrough.

7673 Cserkút, Batvölgyi út 3.

7632 Pécs, Szilva u. 1-3.

7630 Pécs, Mohácsi út 58.

2071 Páty, Prolosis Park Budapest M1, Hrsz. 0161/26

II.

The duration of the Company

The Company shall be established for an indefinite period of time and may exercise its activity from the signature of the document founding the Company.

III.

The scope of activities of the Company

2640Manufacture of consumer electronics (main activity)

1721Manufacture of corrugated paper and paperboard and of containers of paper and paperboard

2016Manufacture of plastics in primary forms

2221Manufacture of plastic plates, sheets, tubes and profiles

2222Manufacture of plastic packing goods

2229Manufacture of other plastic products

2562Treatment and coating of metals

2573Manufacture of tools

2611Manufacture of electronic components

2612Manufacture of loaded electronic boards

2620Manufacture of computers and peripheral equipment

2630Manufacture of communication equipment

2651Manufacture of instruments and appliances for measuring, testing and navigation

2660Manufacture of irradiation, electromedical and electrotherapeutic equipment

2670Manufacture of optical instruments and photographic equipment

2711Manufacture of electric motors, generators and transformers

2712Manufacture of electricity distribution and control apparatus

2731Manufacture of fibre optic cables

2732Manufacture of other electronic and electric wires and cables

2751Manufacture of electric domestic appliances

2790Manufacture of other electrical equipment

2823Manufacture of office machinery and equipment (except computers and peripheral equipment)

2899Manufacture of other special-purpose machinery n.e.c.

2931Manufacture of electrical and electronic equipment for motor vehicles

3320Installation of industrial machinery and equipment

4110Development of building projects

4120Construction of residential and non-residential buildings

4212Construction of railways and underground railways

4213Construction of bridges and tunnels

4222Construction of utility projects for electricity and telecommunications

4299Construction of other civil engineering projects n.e.c.

4619Agents involved in the sale of a variety of goods

4643Wholesale of electrical household appliances

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4675Wholesale of chemical products

4754Retail sale of electrical household appliances in specialised stores

5121Freight air transport

5210Warehousing and storage

5223Service activities incidental to air transportation

5224Cargo handling

5590Other accommodation

5829Other software publishing

6311Data processing, hosting and related activities

6629Other activities auxiliary to insurance and pension funding

6820Renting and operating of own or leased real estate

6832Management of real estate on a fee or contract basis

6920Accounting, bookkeeping and auditing activities; tax consultancy

7022Business and other management consultancy activities

7112Engineering activities and related technical consultancy

7219Other research and experimental development on natural sciences and engineering

7733Renting and leasing of office machinery and equipment (including computers)

7739Renting and leasing of other machinery, equipment and tangible goods n.e.c.

7810Activities of employment placement agencies

7820Temporary employment agency activities

8121General cleaning of buildings

8299Other business support service activities n.e.c.

8690Other human health activities

3250Manufacture of medical and dental instruments and supplies

2910Manufacture of motor vehicles

3313Repair of electronic and optical equipment

4941Freight transport by road

6209Other information technology and computer service activities

9511Repair of computers and peripheral equipment

9512Repair of communication equipment

9521Repair of consumer electronics

9522Repair of household appliances and home and garden equipment

9529Repair of other personal and household goods

8292Packaging activities

6209Other information technology and computer service activities

2740Manufacture of electric lighting equipment

3312Repair of machinery

3091Manufacture of motorcycles

IV.

The Members of the Company

1.The Members of the Company shall be:

(1)	corporate name:	Flextronics International GmbH
	registered seat:	Office Park 1, Top B 07/02 A-l300 Wien, Flughafen, Austria
	registration number:	FN 104704b
(2)	corporate name:	Flextronics Sárvár Logistics Kft
	registered seat:	9600 Sárvár, Ikervári u. 25.

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registration number: 18-09-110713

V.

Share capital of the Company, Share of the Member, Bookkeeping

1.The share capital of the Company shall be

5.590.815,-EUR

Five Million Five Hundred and Ninety Thousand Eight Hundred Fifteen Euro, consisting of EUR 5.170.976 cash and EUR 419.839,- contribution in kind, constituting the share of the Member. The share capital is fully at the Company’s disposal.

2.The Members pay the following shares of the Company’s share capital:

·Flextronics International GmbH

EUR 5.170.214 contribution in cash,

EUR 419.839 contribution in kind;

·Flextronics Sárvár Logistics Kft.

EUR 762 contribution in cash.

3.The Company keeps its books in Euro.

4.Initial capital may be increased only if all previous capital contributions have been paid up in full except when the Members’ Meeting orders an increase of initial capital from the assets of the company in excess of initial capital.

5.The Company may reduce initial capital, and in cases defined in the Civil Code, the Members’ Meeting shall be obliged to reduce initial capital.

6.The Members shall not be obliged to provide supplementary payment.

VI.

The quotas of the Company

1.Following registration of the Company, the rights of Members and the share due to them from the assets of the Company are embodied by the quotas.

2.Each Member shall have only one quota. The Company may take possession of the individual quota in accordance with the regulations of the Act. The quota may be withdrawn and divided between the frame of the Act.

3.In the Company

Flextronics International GmbH	in 99,986 %
Flextronics Sárvár Logistics Kft.	in 0,014 % are quotaholders.

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VII.

Business year of the Company

Every business year of the Company lasts from April 1 until March 31, next year.

VIII.

Member’s Meeting

1.The supreme body of the Company is the Members’ Meeting, in which activity all Members are entitled to take part.

2.Members may be represented in the Members’ Meeting by way of power of attorney, the authorization shall be drawn up in a public document or private document having full probative force.

3.The managing director is obliged to take part on the Members’ Meeting. Under decision in Members’ Meeting may take part also other persons.

4.The Members’ Meeting is convened by the Managing director. The Managing director may convene the Members’ Meeting also outside of the registered seat of the Company. If the Company has no managing director, upon the request of any Member or creditor, the court of registration shall convene the Members’ Meeting within the framework of its legal supervision procedures.

5.The Members’ Meeting shall be convened at least once every year, in a manner that the annual ordinary Members’ Meeting approving the report prepared pursuant to the Accounting Act shall be convened before August 31 of the year in question. The Members’ Meeting shall be convened if it is required in the interest of the Company.

6.The Managing Director shall be obliged to convene the Members’ Meeting in order to take the necessary steps, if he becomes aware of the fact that the Company’s own capital has reduced to half of the registered capital due to losses, or the Company’s own capital has reduced under the minimum amount of registered capital defined by law, or the Company is threatened by bankruptcy, or has stopped its payments, or the Company’s assets do not cover its losses.

7.In the event that the Company has no Managing Director, any Member may convene the Members’ Meeting. If the convention of the Members’ Meeting has not occurred or is impossible for any reason within 30 days following the date of the change (i.e., the Company has started to operate without a Managing Director), the Court of Registration shall convene the Members’ Meeting at the request of any Member or creditor.

8.Members shall be invited to the Members’ Meeting, announcing the agenda of the meeting at the same time. A period of at least fifteen days shall pass between dispatch of the invitations and the date of the Members’ Meeting. Any Member shall have the right to request a discussion of an issue proposed by him, if his proposal is communicated to the Members and the Managing Director at least three days prior to the Members’ Meeting.

9.If the Members’ Meeting has been convened in contravention to the rules, it may pass resolutions only if all Members are present at the meeting, and unanimously agree to holding such meeting. Issues not contained in the agenda may be discussed only if all Members are present at the meeting, and unanimously agree to discuss such issue on the agenda.

10.The Members’ Meeting has a quorum if at least the majority of the eligible votes are represented.

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11.If the Members’ Meeting did not have quorum, a new date shall be announced in the invitation according to the time limits indicated in Sections 5 and 7. This Members’ Meeting shall have a quorum irrespective of the degree of initial capital or voting rights represented by those present. Such repeated Members’ Meeting shall be convened to a date within at least 3 and at most 15 days following the previous meeting without quorum.

12.The Members’ Meeting shall be convened by announcing the Members last given address in a registered mail. The invitation must indicate that the Members’ Meeting repeated as a result of not having quorum shall have a quorum for the issues of the original agenda irrespective of the degree of initial capital or voting rights represented by those present.

13.At the Members’ Meeting each Member has as much vote as his quotas are to divisible by EUR 40,- e.g. Forty Euro. When passing a resolution, a Member who is relieved from an obligation or responsibility through the resolution, or is granted some other benefit to the detriment of the business association, as well as a Member with whom an agreement is to be concluded, or against whom a lawsuit is to be initiated as per the resolution, who has such relative — who has interest in the decision —, who is not the member of the Company, who is in a relationship of majority control with another organization, which has interest in the decision or has personal interest in the decision, may not cast a vote. The Member concerned shall be disregarded when stating whether there is a quorum for passing a resolution on such subject.

14.In all questions to be decided, the vote shall be open. Members who have passed a resolution, in respect of which they knew, or should have known given reasonable care, that such resolution was obviously contrary to the significant interests of the business association, shall bear unlimited, joint and several liability for resulting damages.

15.A decision may be considered as accepted when the Members have passed it by a simple majority of votes, provided that the Civil Code or these Articles of Association do not require a significant majority or unanimity.

16.A resolution of the Member’ Meeting passed unanimously shall be required to increase the obligations of the Members contained herein, to establish new obligations or to restrict special rights of certain Members.

17.The following falls within the exclusive competence of the Members’ Meeting:

(a)approval of the annual report prepared pursuant to the Accounting Act, including the decision on the use of the after-tax profits;

(b)authorizing the Managing Director to enter into any contract, the value of which exceeds USD 10 (ten) million;

(c)disposing with respect to intellectual properties under legal protection;

(d)issuing and/or subscribing for bonds or other securities;

(e)approval of the annual budget and the business plan of the Company, of investments exceeding the annual budget, or of any extension, transfer or termination of any business of the Company;

(f)decision to pay interim dividends;

6

(g)ordering the payment of additional capital contributions and the repayment thereof, the terms of which are contained in the relevant resolution;

(h)exercising of pre-emption right by the Company;

(i)appointing person who is entitled to exercise pre-emption right;

(j)approval on the division and withdrawal of quotas;

(k)decision on the exclusion of a Member;

(l)appointment and removal of the Managing Director, Supervisory Board member and the establishment of his/her remuneration, as well as approval of the By-laws of the Supervisory Board;

(m)appointment of the Auditor, including the selection of the individual person in charge, establishment of the main terms of the contract for services to be concluded with the Auditor, including its fee, removal of the Auditor;

(n)approval of contracts to be concluded between the Company and a Member, the Managing Director, the Supervisory Board member, the Auditor of the Company or any of their close relatives (Point 1 Section 8:1 (1) of the Civil Code); such contracts may only be concluded in a written form;

(o)enforcement of indemnification claims against the Members, the Managing Directors, the Supervisory Board members or the Auditor;

(p)ordering the review by the Auditor of the annual report, management and business activities of the Company;

(q)decision on the termination of the Company without a legal successor or the transformation of the Company;

(r)amendment of the Articles of Association;

(s)increase or decrease of the registered capital;

(t)exclusion of the Members’ right of first refusal, appointment of the person(s) who are entitled to exercise the right of first refusal, establishment of a proportion other than the proportion reflected in the quotas in case of a capital increase;

(u)approval of the acquisition of interest by the Managing Director or any of its relative in an entity other than a public company limited by shares, or the appointment of the Managing Director or any of its relative as the managing director of an entity pursuing the same or similar business activities as the Company, or the entering into a transaction falling within the business activities of the Company with the Company and/or any third party in its own name and for its own behalf;

(v)evaluation of the work performed by the Managing Director of the Company in the previous business year at the annual ordinary Members’ Meeting referred to in Section VIII.5. above, and decision on the grant of the so-called “exemption” to the Managing Director (by granting

7

the exemption, the Members’ Meeting declares that the Managing Director acted on the basis of the priority of the Company’s interests in the evaluated period);

(w)decision on the appointment of one or more General Manager;

(x)all issues which are assigned to the exclusive competence of the Members’ Meeting by law or these Articles of Association or which fall within the competence of the Members’ Meeting by way of its decision.

18.Managing director shall keep minutes on the Members’ Meetings. The minutes shall contain the place and time of the Members’ Meeting, the persons present and the extent of voting rights represented by such persons, the core of the events, statements and resolutions taking place during the Members’ Meeting, the number of votes cast for and against resolutions. The minutes shall be signed by the managing director and a Member present at the meeting shall confirm it by his signature.

19.Resolutions confirmed in the minutes shall be entered in the Book of Resolutions without delay.

20.With the exception of resolutions on the approval of the report prepared pursuant to the Accounting Act and on appropriation of after-tax profits, Members may pass resolutions without holding a Members’ Meeting. The draft of the resolution proposed outside a meeting shall be communicated to the Members in writing, setting a deadline of eight days, who shall cast their votes in writing. The managing director shall determine the results of the voting within three days from the last day of the deadline set for voting — or if it arrives earlier — from the receipt of the last vote and shall inform the Members of the result of the voting within additional three days. The day of decision is the last day of the deadline set for voting — or if its earlier — the arrival of the last vote. Upon the request of any Member; instead of voting the Members’ Meeting shall be convened to discuss the draft resolution.

21.The Members’ Meeting may be held in case of any agenda item via electronic telecommunication devices (including especially, but not exclusively: video conference, telephone conference, conference via IT devices) and the Member may practice its membership rights via such devices instead of being present personally. The electronic telecommunication devices shall be capable of securing the identification of the Members and the maintenance of their mutual and unlimited communication. Anything said at the Members’ Meeting held via electronic telecommunication devices and any resolution made must be recorded in audio recording. The managing directors are obliged to safeguard the recording and to respect the membership rights, the personality and data protection rights of the affected persons. If the resolution taken at the Members’ Meeting must be submitted to the court of registration, a protocol must be prepared of such meeting, which shall be authenticated by the signatures of the managing directors.

IX.

The Managing Director

1.The Member appoints one or more Managers for the leading of the Company who are entitled to use the title Executive Director. The Managing Director acts on the basis of mandate.

2.The assignment of the Managing Directors is for an indefinite period. The Managing Director may be recalled from this duty by the Members.

3.The Managing Director deals with the operations of the Company. The Managing Director acts on the business of the Company within the framework of rules of law, of this Articles of Association and of the Members Meeting’s resolutions. The Managing Director shall be liable in accordance with the rules of civil law for damages caused to the Company by breaching his obligations.

8

4.In all cases in which the entering of the business requires the approval of the Members Meeting (Section VIII) the Managing Director shall seek the Members Meeting’s decision.

5.The Managing Director is obliged to provide information at the request of the Members’ Meeting applying to it regarding the affairs of the Company, and to allow an inspection of the business records and documents. The Managing Director keeps the Book of the Resolutions.

6.The Managing Director is obliged to make a report following the end of each year reflecting the situation of the last day of the business year, and to convey it within the time limit to the Members’ Meeting.

7.Within the frame of the legal regulations, the present Articles of Association and the resolutions of the Members’ Meeting the Managing Directors decide independent and personal with a responsibility in the matters of the Company and decide in all questions not falling within the exclusive competence of the Members’ Meeting.

8.The responsibility of the Managing Directors includes the whole of the activity of the Company, to create the economic conditions and within this area they are responsible for securing the conditions of a profitable management.

9.Without the approval of the Company the Managing Director and his relative cannot acquire interest in another business association — excluding owning shares in public company limited by shares — pursuing an activity identical or similar to that of the Company, and cannot be an executive officer in another economic organization pursuing an activity identical or similar to that of the Company, furthermore, he cannot conclude transactions — excluding ordinary transactions of everyday life — falling within the scope of activities of the Company in his own name or to his own benefit with the Company and/or with third persons. Nor may the Managing Director’s relatives conclude such transactions.

10.The Managing Directors of the Company shall be:

Yizhak Rodrig (address: Te’ashur 33, Zikhron Ya’akov, 30900 Israel, mother’s full maiden name: Ben Tov, place and date of birth: Tel Aviv, Israel, 1966.10.19.)

Alexander Vékássy (address: 2360 Gyál, Kosztolányi D. street 40., Hungary, mother’s full maiden name: Jelena Merkovics, place and date of birth: Uzhhorod, Ukraine, 1974.04.18.)

Robert McCafferty (address: Keylwerthgasse 10, 1190 Vienna, Austria; mother’s full maiden name: Kathryn Terry, place and date of birth: Cleveland, Ohio, 1960.06.17.)

László Nagy (address: H-8790 Zalaszentgrót, Széchenyi street 49., Hungary, mother’s full maiden name: Erzsébet Ausztrics, place and date of birth: Zalaszentgrót, 1979.07.05.)

István Fekete (address: HU 8600 Siófok, Küszhegyi Köz 3, Hungary, mother’s full maiden name: Ilona Tóth, personal tax number: 8424440528, place and date of birth: Nyírbátor, 1983.03.18.)

Christian Pfister (address: A-8911 Admont, Liftstrasse 528, Austria, mother’s full maiden name: Ingeborg Dertschnig, social security number: 1638130263, place and date of birth: Admont, Austria, 13.02.1963.)

9

Jean-Francois Marcel Zoeller (address: 7 chemin du Horn, 67120 Wolxheim, France, mother’s full maiden name: Marie Cecile Ringeisen, foreign tax number: 1710967482573 46, place and date of birth: Strasbourg, France, 23.09.1971.)

11.The order of the division of employer’s rights among the Managing Directors shall be regulated by the Members’ Meeting in a separate resolution, where in addition to the Managing Directors, other persons employed by the Company can be appointed to exercise employer’s rights.

X.

Representation of the Company, Authorization to sign

1.The Company is represented by the Managing Directors before authorities and third persons.

2.The Members’ Meeting may confer the right of general representation upon an employee appointed by it (hereinafter referred to as ‘General Manager’) and the Managing Director may grant employees of the Company the right of representation with respect to particular groups of issues. Signature may take place to represent the Company either by two managing directors together, or by one managing director and by one procurist, respectively by an employee entitled to representation, together. The General Manager and employees entitled to representation may not transfer the right of representation to any other party.

3.Signature for the Company shall be effected by the person entitled to representation by signing his name under or above the pre-written, pre-printed or printed Company name.

XI.

Supervisory Board

1.The Company establishes a Supervisory Board, which supervises the management of the Company for the Members’ Meeting. The Supervisory Board may have 3-12 members. The Supervisory Board may request information from the Managing Director or the managerial employees of the Company, and may inspect the books and documents of the Company.

2.The Supervisory Board shall examine any proposals and all substantial business policy reports relating to issues falling within the exclusive competence of the Members’ Meeting. The Members’ Meeting may pass a resolution on the report prepared according to the Act on Accounting, and on the appropriation of after-tax profits only when in possession of the written report of the Supervisory Board. The members of the Supervisory Board shall safeguard as business secrets any information obtained regarding the affairs of the Company. Supervisory Board members shall bear unlimited, joint and several liability for damages caused to the Company through the violation of their supervisory obligation.

3.If, in the judgment of the Supervisory Board, the activity of the management is contrary to the law, the Articles of Association or the resolutions of the Members’ Meeting, or otherwise infringes on the interests of the Company or its Member, the Supervisory Board shall notify the Members’ Meeting, and shall propose a decision.

4.The Supervisory Board shall act as an independent body but may entrust any of its members to fulfill certain supervisory tasks, or may divide supervisory duties among its members on a permanent basis. Such division of supervisory duties shall not concern the responsibility of the Supervisory Board member, nor his right to extend his supervision to other activities falling within the supervisory duties of the Supervisory Board.

10

5.The Supervisory Board shall elect a chairman from among its members. The Supervisory Board has quorum if all of its members are present. The Supervisory Board shall pass resolutions by simple majority. The members of the Supervisory Board shall act in person, representation is not admissible. A member of the Supervisory Board may not be instructed in his capacity as such by the Member or by its employer. The employee of the Company may not be a member — with the exception of the employee representation membership — of the Supervisory Board.

6.Meetings of the Supervisory Board shall be convened and chaired by the chairman. Any member of the Supervisory Board may request the chairman in writing to convene such meeting, indicating the reason and the purpose thereof. The chairman shall, within a period of eight days after receipt of such request, call a meeting of the Supervisory Board at a date within a period of thirty days. If the chairman fails to comply with such request, the Member shall have the right to convene the meeting himself.

7.The Supervisory Board shall establish its rules of procedure itself, which shall be approved by the Member’s Meeting.

8.If the number of Supervisory Board members falls below 3, or there is no person to convene the meeting of the Supervisory Board, the management of the Company shall take the necessary resolutions in the interest of restoring proper operation of the Supervisory Board.

9.At least one third of the members of the Supervisory Board shall be comprised of employees’ representatives. Employees’ representatives taking part in the Supervisory Board shall, with the exception of business secrets, inform the community of Company’s employees by way of the works council. Following a statement of opinion of the trade unions operating at the Company, the employees’ representative on the Supervisory Board shall be nominated by the works council from among the employees. The person nominated by the works council shall be elected as members of the Supervisory Board by the Members’ Meeting following such nomination, unless statutory grounds for disqualification exist with respect to the nominee. In this case, a new nomination shall be requested. On the Supervisory Board, employees’ representative shall have the same rights and same obligations as other members. If the opinion of the employees’ representative differs from the majority standpoint of the Supervisory Board, the minority standpoint of the employees shall be presented to the Members’ Meeting. Membership of an employees’ representative on the Supervisory Board also shall terminate together with the termination of his labor relationship. Employee representatives may only be dismissed by the Members’ Meeting upon the proposal of the works council, unless the works council fails to meet its obligation to make such proposal despite statutory grounds for disqualification.

10.The Supervisory Board member may acquire interest and may be an executive officer in another business association pursuing an activity identical or similar to that of the Company, furthermore, he may conclude transactions falling within the scope of activities of the Company in his own name or to his own benefit with the Company and/or with third persons. The Company accepts that the Supervisory Board member’s close relatives may conclude such transactions.

11.The assignment of the Supervisory Board is for 3 years. The Supervisory Board members may be reelected and recalled. The members of the Supervisory Board are:

Ruszlán Udovenko (employees’ representative) (address: 8900 Zalaegerszeg, Landorhegyi street . 38/2., Hungary, mother’s full maiden name: Irén Malinás)

11

Ing. Peter Gutschi (address: AT 2500 Baden, Leesdorfer Hauptstrasse 94-98/1/10, Austria, mother’s full maiden name: Susanne Traussnig)

Adrian - Florian Dumbrava (address: RO 307220 Giroc, Garofitei street. 4., Romania, mother’s full maiden name: Maria Manea).

XII.

The permanent Auditor

1.The Company elects an Auditor for 3 years in order to guarantee the lawful operation of the Company. The contract with the Auditor shall be concluded by the Managing Director in accordance with the general rules of civil law. The Auditor may be reelected and recalled.

2.The Company shall have the authenticity and legal compliance of the report prepared pursuant to the Accounting Act examined by the Auditor. Without a statement of opinion by the Auditor, the Members’ Meeting may not approve the report prepared pursuant to the Accounting Act. The Auditor must be invited to the Members’ Meeting on the report of the Company. The Auditor must attend such meeting, however his absence does not prevent the meeting from being held. Furthermore, the Auditor shall examine all substantial business reports proposed to the Members’ Meeting from the point of view of whether such reports contain true data and comply with all legal regulations.

3.The Auditor may inspect the books of the Company, may request information from the executive officers, Supervisory Board members and employees, and may examine the bank account, the petty cash, the stocks of securities and goods, and the contracts of the Company. The Auditor shall safeguard the information obtained about the affairs of the Company as business secrets. With respect to the liability of the Auditor, the rules on liability set forth in legal regulations pertaining to auditing, and these in the Civil Code shall be authoritative.

4.The Auditor may be invited to attend the meeting of the Supervisory Board with a right of consultation, or the Auditor himself may initiate his attendance at such meetings. In this latter case, the request of the Auditor may be refused only in exceptionally justified cases. At the request of the Supervisory Board, the Auditor must attend the meeting of the Supervisory Board.

5.If the Auditor ascertains or otherwise learns that a considerable decrease in assets of the Company is probable, or perceives any other issue which entails the liability of the Managing Directors or the Supervisory Board members as set forth in the Act, he shall request the decision of the Members’ Meeting. If the Members’ Meeting fails to make the decisions required by legal regulations, the Auditor shall inform the court of registration exercising legal supervision.

6.The Auditor of the Company is:

Deloitte Könyvvizsgáló és Tanácsadó Kft.

1068 Budapest, Dózsa György út 84/c.

Reg.nr.: 01-09-071057

the individual auditor is:

Gábor Gion

(address: HU 2131 Göd-Alsógöd, Fenyves utca 31/A.

mother’s full maiden name: Ida Hegedüs Budánovics

Chamber registration number: MKVK-005252

12

XIII.

The controlling rights of the Members

Each Member is entitled to request information on the affairs of the Company whether from the managing director directly or by his representative, and to request the inspection of the business records and documents in accordance with the law.

XIV.

Relation between the Members with each other and between the Members and the company

1.The profit stated pursuant to the Accounting Act shall be distributed to Members in proportion to their capital contributions. Members are only entitled to dividends in proportion to the contributions, which they have already provided. Distribution of profits in a different manner requires the unanimous decision of the Members’ Meeting. With the exception of the reduction of initial capital no payments to the debit of initial capital may be made to Members on the basis of their membership. Payments that have been made despite this shall be repaid to the Company.

2.Interim dividends may be paid if, on the basis of the interim balance sheet prepared pursuant to the provisions of the Accounting Act, and approved by the Members’ Meeting, it is highly likely that following this there will be no obstacle to paying dividends at the end of the year.

3.Members may not be obliged to repay dividends received in good faith. This provision shall not apply to interim dividends paid to Members during the course of the year. Members are entitled to dividend in proportion to their quotaholdings.

4.Any Member of the Company may request a court review of resolutions passed by the organs of the Company with reference to the point that such resolution conflicts with legal regulations, or the articles of association. The managing director may also initiate court review of a resolution passed by the Members’ Meeting.

5.To start legal proceedings for expulsion of a quotaholder the Members’ Meeting shall pass a resolution, for which a majority of three-fourths of the votes shall be required. The person concerned may not vote on the issue of lodging the claim. The Member shall be excluded from the Company by the court based on a claim initiated by the Company against such Member, if the continued membership of the person in question would seriously endanger achievement of the Company’s purpose. The sale of the quota of the Member expelled is the duty of the Company.

6.Based on a resolution of the Members’ Meeting passed by a majority of three-fourths or more of the votes, the Company may acquire its own quota from its assets in excess of initial capital. Only those quotas may be acquired with regard to which the capital contributions have been paid up in full. The Company may not exercise voting rights for quotas acquired by the Company (own quotas). Within a period of one year following the purchase thereof, the Company shall transfer the quotas purchased in this way, or shall convey the same to Members, in proportion to their capital contributions, without compensation, or shall withdraw such quotas pursuant to the rules of capital decrease following expiration of the aforementioned deadline.

7.The Members undertake not to provide information on business secrets related to the activity of the Company to third persons except to authorized administrative bodies.

8.If the Members’ Meeting has refused a proposal that the last report prepared pursuant to the Accounting Act, or any event which has occurred in the management during the last two years be examined by an

13

Auditor, or, if no decision has been passed by the Members’ Meeting in this subject, such examination shall be ordered by the court of registration upon a request submitted by the Members representing at least five percent (5%) of the votes.

9.If the Members’ Meeting has refused the proposal to enforce a claim of the Company against the Members, the Managing Director, the Supervisory Board member or the Auditor of the Company or, if no decision has been passed by the Members’ Meeting in this subject, the Members representing at least five percent (5%) of the votes may, under penalty of forfeiture of rights, enforce such claim on behalf of the Company in court proceedings within a period of thirty (30) days after the Members’ Meeting.

XV.

Transfer of quotas, priority rights

1.With the exception of own quotas of the Company, quotas may be freely transferred to the Members of the company.

2.Quotas may be transferred to non-Member parties only if the Member concerned has paid his capital contribution in full, with the exception of such cases when the membership of the Member ended due to the non-provision of his contribution or his additional payment or due to expulsion. The Member concerned, the Company or a person appointed by the Members’ Meeting shall, in this order, have pre-emption rights for quotas to be transferred by means of a contract of sale.

3.If the Member concerned fails to make a statement within fifteen days after the announcement of the intention of transfer, he shall be considered as not having exercised his pre-emption right. For the Company or a person appointed as such, the deadline shall be thirty days from such announcement.

4.Any transfer of pre-emption rights shall be null and void. Pre-emption rights may not be validly waived.

5.A transfer of quotas to non-Member parties does not require the approval of the Company but this quota may be transferred only for a valuable consideration except in the case of legal succession.

6.If more than one Member wishes to exercise its pre-emption right, the Members shall be entitled, to acquire new quotas in proportion to their previous quotas.

7.In case of a capital increase to be effected by providing cash contribution, the Members of the Company shall, unless the Members’ resolution on the capital increase provides otherwise, have right of first refusal to acquire new capital contributions within a period of fifteen (15) days following the date of the Members’ Meeting deciding on the capital increase. Unless otherwise provided in the Members’ resolution deciding on the capital increase, the Members may exercise this right in proportion to their quotas.

XVI.

Termination of the Company

1.The Company shall terminate,

1.1if the Members’ Meeting passes a resolution on the termination of the Company without legal successor,

1.2if the Company transforms into another company form,

1.3upon being declared terminated by the court of registration or upon the order of the court of registration on its cancellation ex officio, or if terminated by the court in liquidation proceedings.

14

2.The Company shall be terminated upon cancellation from the register of companies.

3.With the exception of liquidation proceedings and cancellation by the court of registration ex officio, upon the termination of the Company without legal successor, voluntary dissolution is admissible. In its resolution on the commencement of voluntary dissolution, the Members’ Meeting shall appoint the person in charge of voluntary dissolution.

4.The distribution of the assets remaining after the voluntary dissolution may be paid to the Member only after the Company has been cancelled in the Company register.

5.Members of the Company shall be liable only for the obligations of the Company terminated without legal successor in proportion of their quota distributed from the assets, except if the Members have abused their limited liability.

XVII.

Notification of the Members, Communication

1.Notifications to the Members have to be mailed without delay by registered mail to the last given address.

2.Legal declarations and resolutions pursuant to these Articles of Association shall be communicated to the addressees without delay in writing or in some other verifiable manner unless the Act establishes a different deadline.

XVIII.

Closing provisions

1.The headings of the articles, which occur in this Articles of Association, are only for information purposes, they have no effect on the interpretation of the Articles of Association. Should any of the regulations of the present Articles of Association be invalid, this does not concern the validity of the other regulations.

2.The relation among the Members in cases not regulated by these Articles of Association shall be governed by the Civil Code and the rules of Hungarian law.

Flextronics International GmbH Flextronics Sárvár Logistics Kft.

In accordance with section 51 (3) of Act V of 2006 on Companies Registration and Solvent Dissolution Business Associations and further to the shareholders’ resolution passed on June 19, 2015 the present document is the amended and unified text of the Articles of Association of the Company in which changes are indicated in bold italics and underlined and which has been countersigned by me in Budapest, on July 14, 2015.

Dr. Faludi Zoltán

FALUDI WOLF THEISS

ÜGYVÉDI IRODA

H-1085 Budapest, Kálvin tér 12-13.

Tel.: 4848-800 Fax: 4848-825

Adószám: 18128462-2-42

/s/ dr. Faludi Zoltán

dr. Faludi Zoltán

attorney at law

Faludi WOLF THEISS Attorneys at Law

15

EX-3.12

Exhibit 3.12

JUCESP PROTOCOL

0.446.988/15-7

[Bar Code]

59th AMENDMENT TO THE ARTICLES OF ASSOCIATION

OF

FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA.

CNPJ/MF: 74,404,229/0001-28

NIRE: 35,212,073,451

By this private instrument, the following parties:

(i)FLEXTRONICS HOLDING DO BRASIL LTDA., a limited liability company with principal place of business located in the City of Sorocaba, State of São Paulo, at Avenida Liberdade No. 6,315, Building 12, suite 04, District of Iporanga, CEP (Postal Code) 18087-170, enrolled with the National Registry of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under No. 21,232,168/0001-00, with Articles of Association filed with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35,228,779,480, herein represented by its administrators, Mr. Rodrigo Castanho Dall Oglio, Brazilian, married, business administrator, bearer of ID Card RG No. 22,848,252-5, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance (“CPF/MF”) under No. 279,208,828-18, and Mr. Guilherme Azevedo Joffily, Brazilian, married, lawyer, bearer of ID Card RG No. 28,428,068-9, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance (“CPF/MF”) under No. 258,038,558-47, both with office in the City of Sorocaba, State of São Paulo, at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, District of Iporanga, CEP 18087-170; and

(ii)PARQUE DE TECNOLOGIA ELECTRONICA S.A. DE C.V., company duly organized and existing under the laws of Mexico, with principal place of business at Carretera Base Aerea Militar 5850, Zapopan, Jalisco 45100, Mexico, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 05,579,864/0001-23, herein represented by its attorney-in-fact, Mr. Ian de Porto Alegre Muniz, Brazilian, divorced, lawyer, bearer of ID Card RG No. 2,583,454-1 (IFP/RJ), enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance CPF/MF under No. 409,857,097-15, with office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima No. 3,477, 16th floor, Torre Sul, CEP 04538-133;

the only partners of the limited liability company named FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA., with principal place of business in the city of Sorocaba, State of São Paulo, at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, District of Iporanga, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0001-28, with its Articles of Association, dated of April 20, 1993, filed with JUCESP under NIRE 35,212,073,451 (“Company”), and

(iii)FLEXTRONICS TECNOLOGIA DO BRASIL LTD., company duly organized and existing under the laws of Cayman, with principal place of business at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 05,718,151/0001-01,

herein represented by its administrators, Mr. Rodrigo Castanho Dall Oglio, qualified above, and Mr. Flávio dos Santos Magalhães, Brazilian, married, engineer, bearer of ID Card RG No. 09,447,815-3, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance CPF/MJ under No. 004,945,157-08, both with office located in the City of Sorocaba, State of São Paulo, at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, Bairro Iporanga, CEP 18087-170;

have mutually agreed to amend the Articles of Association of the Company, according to Article 1,072, paragraph 3 of Law No. 10,406 of January 10, 2002 (“Civil Code”), as follows:

ONE: The partners unanimously and without restrictions decide to include in the list of activities performed by branch Sinctronics, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0010-19, with its articles of association filed with JUCESP under NIRE 35,904,543,659, the following activities: recovery of metallic materials, except aluminum (CNAE 3831-9/99); recovery of plastic materials (CNAE 3832-7/00); manufacturing of other metal products not previously specified (CNAE 2599-3/99); treatment and disposal of non-hazardous waste (CNAE 3821-1/00); recovery of aluminum scrap (CNAE 3831-9/01); wholesale trade of metallic scrap and waste (CNAE 4687-7/03).

TWO: In light of the resolutions above, paragraph 1 of clause 2 of the Articles of Association of the Company shall henceforth be in force with the following wording:

“Paragraph 1 — The Company has eight branches located at the following addresses: (a) at Rodovia SP-340, Km 128.7 F, Tanquinho, in the City of Jaguariúna, State of São Paulo, CEP 13820-000, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0002-09, with its articles of association filed with JUCESP under NIRE 35,901,953,775, which develops peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00), repair and maintenance of communication equipment (CNAE 95.12-6-00), repair and maintenance of computers and peripherals equipment (CNAE 95.11-8-00), technical support, maintenance and other services for information technology (CNAE 62.09-1-00) and information technology consulting (CNAE 62.04.0.00); (b) at Avenida Liberdade No. 6,315, Building 12, Block 3, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0003-90, with its articles of association filed with JUCESP under NIRE 35,902,010,327, which is engaged in peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00) and repair and maintenance of communication equipment (CNAE 9512-6/00); (c) at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, Block 1, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0005-51, with its articles of association filed with JUCESP under NIRE 35,902,424,644, which develops the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (d) at Avenida Liberdade No. 6,315, Building 11, Block 4, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0009-85, with its articles of association filed with JUCESP under NIRE 35,904,537,152, which develops the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (e) at Avenida Liberdade No. 6315, Building 09, District of Iporanga, in the City of Sorocaba, State of São Paulo, CEP 18087-170, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0006-32, which may use the trade name Multek, with its articles of association filed with JUCESP under NIRE

35,903,845,309, which is engaged in the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (f) at Avenida Torquato Tapajós No. 8046-F, Galpão 03, Colônia Terra Nova, Manaus, State of Amazonas, CEP 69093-415, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0008-02, with its articles of association filed with the Trade of Board of the State of Amazonas (JUCEA) under NIRE 13,900,179,318, which is engaged in the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (g) at Avenida Liberdade No. 6315, Building 10, Block 2, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0007-13, with its articles of association filed with JUCESP under NIRE 35,904,055,077, which develops the activity of storage and preservation of goods, as well as the issuing special deeds that represent them (CNAE 52.11-7-01); and (h) at Rodovia Senador José Ermírio de Moraes, no number, Km 10.2, Warehouse 2, Block B, in the City of Sorocaba, State of São Paulo, CEP 18087-125, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0010-19, which may use the trade name Sinctronics, with its articles of association filed with JUCESP under NIRE 35,904,543,659, which is engaged in the peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00), recovery of materials not previously specified (CNAE 38.39-4-99), filling and packaging under agreement (CNAE 82.92-0-00), activities of business management consulting, except specific technical consulting (CNAE 70.20-4.00) and information technology consulting (CNAE 62.04-0.00), recovery of metallic materials, except aluminum (CNAE 3831-9/99), recovery of plastic materials (CNAE 3832-7/00), manufacturing of other metal products not previously specified (CNAE 2599-3/99), treatment and disposal of non-hazardous waste (CNAE 3821-1/00), recovery of aluminum scraps (CNAE 3831-9/01), wholesale trade of metallic scraps and waste (CNAE 4687-7/03). The branches mentioned under letters (a), (b), (d), (f), (g) and (h) above have a capital stock in the amount of one hundred Reais (R$ 100.00), and the branches mentioned under letters (c) and (e) above have capital stock in the amount of one thousand Reais (R$ 1,000.00)”.

THREE: Partners inform that Company owes the amount of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety Reais and seventy-five cents (R$ 153,612,990.75) to FLEXTRONICS TECNOLOGIA DO BRASIL LTD. (“Debt”).

FOUR: On this date, partners unanimously and without restriction decides to convert the total amount of the Debt into Company´s capital stock, upon subscription and paid-up of the capital corresponding to the amount abovementioned, as well as of part of the balance previously kept back for further capitalization in the amount of twenty-five cents of Reais (R$ 0.25) and, consequently, the admission of FLEXTRONICS TECNOLOGIA DO BRASIL LTD. as membership of the Company. This capital increase is made with the express consent of the other partners of the Company, FLEXTRONICS HOLDING DO BRASIL LTDA. and PARQUE DE TECNOLOGIA ELECTRONICA S.A. DE C.V., which waive the preemptive right to the subscription of the shares hereby issued, upon subscription and paying-up by partner FLEXTRONICS TECNOLOGIA DO BRASIL LTD. of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one (153,612,991) shares with total par value of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one Reais (R$ 153,612,991.00) that hereby is admitted to the Company as partner, remaining the balance of sixty-five cents of Real (R$ 0.65) kept back for further capitalization in the Company.

FIVE: The paying-up of the amounts listed in item “FOUR” above is carried out by FLEXTRONICS TECNOLOGIA DO BRASIL LTD. with funds from the Purchase Type Exchange Agreement described in the tables below:

No.	Execution Date	Amount (US$)	Amount (R$)	Used (R$)	Balance (R$)
127055910	01/16/2015	10,927,627.00	28,848,935.28	28,848,935.28	—
127057218	01/16/2015	126,375.37	333,630.98	333,630.98	—
127057219	01/16/2015	1,800,000.00	4,752,000.00	4,752,000.00	—
127057220	01/16/2015	1,250,000.00	3,300,000.00	3,300,000.00	—
127057221	01/16/2015	1,200,000.00	3,168,000.00	3,168,000.00	—
127057222	01/16/2015	3,000,000.00	7,920,000.00	7,920,000.00	—
127057223	01/16/2015	3,000,000.00	7,920,000.00	7,920,000.00	—
127057224	01/16/2015	7,000,000.00	18,480,000.00	18,480,000.00	—
127057226	01/16/2015	6,000,000.00	15,840,000.00	15,840,000.00	—
127057227	01/16/2015	3,700,000.00	9,768,000.00	9,768,000.00	—
127057228	01/16/2015	2,500,000.00	6,600,000.00	6,600,000.00	—
127057232	01/16/2015	512,736.55	1,353,624.49	1,353,624.49	—
127057233	01/16/2015	2,000,000.00	5,280,000.00	5,280,000.00	—
127057234	01/16/2015	6,300,000.00	16,632,000.00	16,632,000.00	—
127057235	01/16/2015	700,000.00	1,848,000.00	1,848,000.00	—
127057236	01/16/2015	340,000.00	897,600.00	897,600.00	—
127057237	01/16/2015	1,330,000.00	3,511,200.00	3,511,200.00	—
127057239	01/16/2015	1,300,000.00	3,432,000.00	3,432,000.00	—
127057241	01/16/2015	700,000.00	1,848,000.00	1,848,000.00	—
127057242	01/16/2015	3,400,000.00	8,976,000.00	8,976,000.00	—
127057247	01/16/2015	300,000.00	792,000.00	792,000.00	—
127057250	01/16/2015	800,000.00	2,112,000.00	2,112,000.00	—
Total	—	58,186,738.92	153,612,990.75	153,612,990.75	—

SIX: In light of what has been resolved above, Company´s capital stock, currently in the amount of one billion, twenty-seven million, one hundred and fifty-three thousand and seven hundred and eighty-four Reais (R$ 1,027,153,784.00), divided into one billion, twenty-seven million, one hundred and fifty-three thousand and seven hundred and eighty-four (1,027,153,784) shares with par value of R$ 1.00 each is changed to one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five Reais (R$ 1,180,766,775.00), divided into one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five (1,180,766,775) shares with par value of one Real (R$ 1.00) each. Therefore, an increase in the amount of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one Reais (R$ 153,612,991.00), resulting from the conversion of the Debit into Company´s capital stock, with the consequent issuing of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one (153,612,991) new shares with par value of one Real (R$ 1.00) each, remaining the balance of sixty-five cents of Real (R$ 0.65) kept back for further capitalization of the Company.

SEVEN: Immediately thereafter, partner FLEXTRONICS TECNOLOGIA DO BRASIL LTD., above qualified, grants all the shares representing the Company´s capital stock it holds, representing one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one (153,612,991) shares with total par value of one hundred and fifty-three million, six hundred and twelve thousand and nine hundred and ninety-one Reais (R$ 153,612,991.00) to

FLEXTRONICS HOLDING DO BRASIL LTDA., above qualified, for purposes of paying-up of FLEXTRONICS TECNOLOGIA DO BRASIL LTD. interest in the capital stock of FLEXTRONICS HOLDING DO BRASIL LTDA. The granting of the shares abovementioned occurred with the express consent of PARQUE DE TECNOLOGIA ELECTRONICA S.A. DE C.V. that waived the preemptive right to acquire the shares herein granted to FLEXTRONICS HOLDING DO BRASIL LTDA.

EIGHT: The former partners, the current partners and the Company mutually grant each other the most extensive, general, unrestricted, irreversible and irrevocable settlement, in order to not have more complaints, in any way or time whatsoever, with regard to the granting of the shares abovementioned.

NINE: In light of the resolutions above, clause 5 of the Articles of Association of the Company shall henceforth be in force with the following wording:

“Clause 5 — The Company´s capital, totally subscribed and paid-up, in assets and current currency of the Country, is in the amount of one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five Reais (R$ 1,180,766,775.00), divided into one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five (1,180,766,775) shares with par value of one Real (R$ 1.00) each, provided that the balance of the amount of sixty-five cents of Reais (R$ 0.65) shall be intended to the account of Company´s capital reserve, and shall be used in due time for further increase of capital. The capital stock is distributed among the partners as follows:

(i) Flextronics Holding do Brasil Ltda. has one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-four (1,180,766,774) shares, in the total par value of one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-four Reais (R$ 1,180,766,774.00); and

(ii) Parque de Tecnologia Electronica S.A. de C.V. has one (01) share in the total par value of one Real (R$ 1.00) each.

Paragraph 1 — Partners’ liability is limited to the amount of their respective shares, being all solely responsible for the paying-up of the subscribed and not paid-up capital stock, according to article 1,052 of the Civil Code, not being in charge of the corporate obligations, not even alternatively, in accordance with the binding rules applicable, including in the event of Company´s winding-up.

Paragraph 2 — Each share corresponds to a right of vote in the corporate resolutions.

Paragraph 3 - Corporate resolutions shall be resolved by partners representing the most part of the capital stock”.

TEN: In light of the resolutions above, the partners decide to ratify all other clauses of the Company´s Articles of Association, which once consolidated, shall henceforth be in force with the following wording:

“ARTICLES OF ASSOCIATION

OF

FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA.

CHAPTER I — NAME, HEAD OFFICE, OBJECT AND TERM

Clause 1 — The corporate name of the Company is FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA.

Clause 2 — The principal place of business of the Company is located at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, District of Iporanga, in the City of Sorocaba, State of São Paulo, CEP 18087-170, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0001-28.

Paragraph 1 — The Company has eight branches located at the following addresses: (a) at Rodovia SP-340, Km 128.7 F, Tanquinho, in the City of Jaguariúna, State of São Paulo, CEP 13820-000, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0002-09, with its articles of association filed with JUCESP under NIRE 35,901,953,775, which develops peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00), repair and maintenance of communication equipment (CNAE 95.12-6-00), repair and maintenance of computers and peripherals equipment (CNAE 95.11-8-00), technical support, maintenance and other services for information technology (CNAE 62.09-1-00) and information technology consulting (CNAE 62.04.0.00); (b) at Avenida Liberdade No. 6,315, Building 12, Block 3, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0003-90, with its articles of association filed with JUCESP under NIRE 35,902,010,327, which is engaged in peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00) and repair and maintenance of communication equipment (CNAE 9512-6/00); (c) at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, Block 1, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0005-51, with its articles of association filed with JUCESP under NIRE 35,902,424,644, which develops the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (d) at Avenida Liberdade No. 6,315, Building 11, Block 4, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0009-85, with its articles of association filed with JUCESP under NIRE 35,904,537,152, which develops the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (e) at Avenida Liberdade No. 6315, Building 09, District of Iporanga, in the City of Sorocaba, State of São Paulo, CEP 18087-170, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0006-32, which may use the trade name Multek, with its articles of association filed with JUCESP under NIRE 35,903,845,309, which is engaged in the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (f) at Avenida Torquato Tapajós No. 8046-F, Galpão 03, Colônia Terra Nova, Manaus, State of Amazonas, CEP 69093-415, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0008-02, with its articles of association filed with the Trade of Board of the State of Amazonas (JUCEA) under NIRE 13,900,179,318, which is engaged in the peripherals manufacturing activity for computing equipment (CNAE 26.22-1-00); (g) at Avenida Liberdade No. 6315, Building 10, Block 2, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0007-13, with its articles of association filed with JUCESP under NIRE 35,904,055,077, which develops the activity of storage and preservation of goods, as well as the issuing special deeds that represent them (CNAE 52.11-7-01); and (h) at Rodovia

Senador José Ermírio de Moraes, no number, Km 10.2, Warehouse 2, Block B, in the City of Sorocaba, State of São Paulo, CEP 18087-125, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0010-19, which may use the trade name Sinctronics, with its articles of association filed with JUCESP under NIRE 35,904,543,659, which is engaged in the peripherals manufacturing activities for computing equipment (CNAE 26.22-1-00), recovery of materials not previously specified (CNAE 38.39-4-99), filling and packaging under agreement (CNAE 82.92-0-00), activities of business management consulting, except specific technical consulting (CNAE 70.20-4.00) and information technology consulting (CNAE 62.04-0.00), recovery of metallic materials, except aluminum (CNAE 3831-9/99), recovery of plastic materials (CNAE 3832-7/00), manufacturing of other metal products not previously specified (CNAE 2599-3/99), treatment and disposal of non-hazardous waste (CNAE 3821-1/00), recovery of aluminum scraps (CNAE 3831-9/01), wholesale trade of metallic scraps and waste (CNAE 4687-7/03). The branches mentioned under letters (a), (b), (d), (f), (g) and (h) above have a capital stock in the amount of one hundred Reais (R$ 100.00), and the branches mentioned under letters (c) and (e) above have capital stock in the amount of one thousand Reais (R$ 1,000.00).

Paragraph 2 — The Company may open and close branches, warehouses and other facilities in any part of the national territory or abroad, by resolution of the partners representing the most part of the capital stock.

Clause 3 — The purpose of the Company is: (a) the industry and the trade, import and export of printed circuit board mounted, micro-computers, peripherals and components in general intended to computing market; (b) industrialization, commercialization, import and export of parts and accessories for devices and electronics equipment in general; (c) the service provision in general, including, but not limited to the service provision of recycling, transformation, purchase and sale and/or benefit of waste resulted from electronics equipment collected and/or commercialized; (d) the storage and preservation of goods, as well as the issuing of special deeds representing them, pursuant the terms of Decree No. 1,102 of November 21, 1903, which regulates general warehouses. This activity shall be exercised by the branch of the Company located at Avenida Liberdade No. 6,315, Building 10, Block 2, District of Iporanga, in the City of Sorocaba, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance CNPJ/MF under No. 74,404,229/0007-13, NIRE 35,904,055,077; and (e) participation in other companies as partner, quotaholder or shareholder.

Clause 4 — The Company shall be valid for indefinite term.

CHAPTER II — CAPITAL STOCK

Clause 5 — The capital stock of the Company, totally subscribed and paid-up, in assets and in current currency of the Country, is in the amount of one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five Reais (R$ 1,180,766,775.00), divided into one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-five (1,180,766,775) shares with par value of one Real (R$ 1.00) each, provided that the balance in the amount of sixty-five cents of Reais (R$ 0.65) shall be intended to the account of Company´s capital reserve, and shall be used in due time for further capital increase. The capital stock is distributed among the partners, as follows:

(i)Flextronics Holding do Brasil Ltda. has one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-four

(1,180,766,774) shares, in the total par value of one billion, one hundred and eighty million, seven hundred and sixty-six thousand and seven hundred and seventy-four Reais (R$ 1,180,766,774.00); and

(ii)Parque de Tecnologia Electronica S.A. de C.V. has one (01) share in the total par value of one Real (R$ 1.00) each.

Paragraph 1 — Partners’ liability is limited to the amount of their respective shares, being all solely responsible for the paying-up of the subscribed and not paid-up capital stock, according to article 1,052 of the Civil Code, not being in charge of the corporate obligations, not even alternatively, in accordance with the binding rules applicable, including in the event of Company´s winding-up.

Paragraph 2 — Each share corresponds to a right of vote in the corporate resolutions.

Paragraph 3 - Corporate resolutions shall be resolved by partners representing the most part of the capital stock.

Clause 6 — Partners shall be entitled to the preemptive right for subscription of shared, in the proportion of their interest in the capital stock.

Clause 7 — None of the partners may grant or transfer its shares to third-parties, without the express consent of the partners representing the most part of the capital stock.

CHAPTER III — ADMINISTRATION

Clause 8 — The Company shall be administered by two (02) Administrators, partners or not, resident and domiciled in Brazil, who shall be unanimously appointed by the partners, if the capita stock is subscribed and not totally paid-up, or by two-thirds (2/3) of the partners, if it is totally paid-up. Being in compliance with the provisions of paragraph 3 below, the Administrators shall have all powers to represent the Company, individually or jointly, regardless of the order of appointment, before the courts, governmental bodies, administrative authorities and third-parties in general, as well as to execute any document needed for such purpose. Mr. Rodrigo Castanho Dall Oglio, Brazilian, married, business administrators, bearer of ID Card RG No. 22,848,252-5, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance CPF/MJ under No. 279,208,828-18 and Mr. Flávio dos Santos Magalhães, Brazilian, married, engineer, bearer of ID Card RG No. 09,447,815-3, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance CPF/MJ under No. 004,945,157-08; both with office at Avenida Liberdade No. 6,315, Buildings 09, 10, 11 and 12, District of Iporanga, in the City of Sorocaba, State of São Paulo, CEP 18087-170, are the Company´s administrators.

Paragraph 1 — Administrators are exempt from giving pledges.

Paragraph 2 — Partners representing the most part of the capital stock shall resolve if administrators will receive monthly payment characterized as pro-labore and/or if they will receive monthly payment as set forth in the respective employment agreements.

Paragraph 3 — The following acts may not be practiced by the Administrators, either jointly or individually, in the Company´s administration, without prior approval of the majority shareholder, whose consent may be express by fax or registered letter:

(a) undertake operations that are not related to the Company´s corporate purposes;

(b) ensure, endorse or otherwise provide other forms of guarantees in favor of third-parties, or on behalf of the Company;

(c) acquire, record or sell shares, quotas, rights or interests in other companies or otherwise reorganize, liquidate or dissolve subsidiaries;

(d) exercise the preemptive right in any company in which Company has interest, or may have interest, except with regard to Proactive Corporation;

(e) require Company´s judicial recovery or bankruptcy; and

(f) promote incorporation, merger or transformation of the Company.

Paragraph 4 — The payments shall be performed as follows:

(a) by the joint signature of two administrators;

(b) by the joint signature of an administrator and an attorney-in-fact duly constituted to represent Company, according to the specific powers granted for such; or

(c) by the joint signature of two attorneys-in-fact duly constituted to represent Company, according to the specific powers granted for such.

Clause 9 — Any act practiced by any partner, administrator, attorney-in-fact or employee of the Company, which involves it in obligations or liabilities different from the business and transactions included in its corporate purpose, shall be expressly invalid, and should be considered void and without any effect concerning the Company.

Clause 10 — Administrators shall not be liable for the practiced acts related to the Company´s administration. However, they shall be personally responsible for the acts practiced in non-compliance with the articles of association or contrary to the applicable law.

CHAPTER IV — FISCAL YEAR

Clause 11 — Fiscal year is concurrent with the civil year, ending on December 31.

Paragraph 1 — Following the end of each fiscal year, Company´s balance and financial statements shall be drawn up.

Paragraph 2 — At partners’ discretion, Company may draw up interim balances, upon approval of partners representing the most part of the capital stock.

Paragraph 3 — Net profits annually obtained shall be applied as established by partners representing the most part of the capital stock, according to the legal provisions in force.

CHAPTER V — RESOLUTION OF THE PARTNERS

Clause 12 — The resolution of the partners may be taken upon simple amendment to the articles of association, through meeting of the partners or by resolution of the partners, when all partners decide, in writing, on the matter subject of resolution, exempting, in any case, the

publication formalities of the minutes of meetings, and other corporate documents, except when expressly required by the applicable laws to the legal type of the limited companies.

Clause 13 — The meeting of the partners may be called by any Administrator or by the partners, whenever it is necessary, or in the cases established by law, upon letters, e-mails, facsimile or by any other written mean that partners decide to use, being exempted the call formalities set forth in article 1,152, Paragraph 3, of the Civil Code, when all partners attend or declare, in writing, to be aware of the place, date, time and agenda of the day.

Clause 14 — The meeting of the partners may occur by telephone-calls, video-conference or any other means that partners decide to use.

Clause 15 — Partners should hold ordinary meetings in the first four (04) months following the end of the fiscal year, with the purpose of: (a) taking the Company´s administrators’ accounts, and decide on the Company´s balance sheet and financial results; (b) appointing administrator, when applicable; and (c) dealing with any other subject contained in the agenda of the day.

Clause 16 — Meetings shall be chaired by partners, administrators or third-party appointed by the majority of those present in the meeting, being the chairman responsible for electing the secretary.

Clause 17 — Partners dismiss the necessity of recording the minutes of the meetings, and any other corporate document in corporate books.

CHAPTER VI — WITHDRAWAL, BANKRUPTCY, DEATH AND EXCLUSION OF PARTNER

Clause 18 — The exclusion of any partner may occur by cause, upon resolution of the partners representing the majority of the capital stock, and it shall be carried out by amendment to the article of association, in the event the referred partner does not comply with its obligations, pursuant the terms of article 1,085 of the Civil Code.

Paragraph 1 — Acts of undeniable severity, which is considered as cause, capable of giving rise to the exclusion of the partners, may be understood as follows:

(a) not cooperating or creating unjustified embarrassment for the fulfillment of the policies or strategies of Company´s interest, such as defined by partners representing more than fifty per cent (50%) of the capital stock; and/or

(b) the partner who is in the position of managing partner, or acting as a partner, undertakes to fulfill the obligations set forth in the field of competence; and/or

(c) the partner who presents unfair conduct, either concerning the competition within the scope of the Company´s corporate object, or encouraging the disharmony among the others; and/or

(d) not paying-up the stock capital within the term established in the articles of association and/or in the notice received for such from the other partners.

Paragraph 2 — Company should have the plurality of partners recomposed within up to one hundred and eighty (180) days from the registration date of the respective exclusion act, under the penalty of legally winding-up.

Clause 19 — Company shall be winded-up by bankruptcy, insolvency, death, disability or withdrawal of any partner, unless as provided by Clause 18, paragraph 2 above.

Sole Paragraph — The partner who intends to leave the Company shall notice the Company and the other partners, in writing, at least sixty (6) days in advance.

Clause 20 — Bankruptcy of any partner shall imply in its removal from the Company.

Clause 21 — The assets of the partner who leaves the Company, and the deceased partner or the removed partner shall be paid based on the net balance sheet of the Company, calculated through a special balance made, in twenty-four (24) monthly installments, equal and successive, added of interest of one percent (1%) per month, and with monetary adjustment pursuant the terms of IGP/FGV variation, or any other official rate, the first of which due within sixty (60) days from the occurrence of the event.

CHAPTER VII — LIQUIDATION

Clause 22 - Company shall go into liquidation when required by law, being the partners representing the majority of the capital responsible for appointing the liquidator.

CHAPTER VIII — APPLICABLE LAW AND JURISDICTION

Clause 23 — Company shall be governed by the provisions of the Civil Code and the other applicable laws.

Sole Paragraph — As compatible and not specifically otherwise provided, according to the ruled of own public order of legal type, the partners adopt additional governing law by Law No. 6,404/76, amended by Law No. 10,303/01 (“Corporation Acts”).

Clause 24 — Any claim related to the articles of association or amendments shall be submitted to the Courts of the City of São Paulo, State of São Paulo, to the exclusion of all others, no matter how privileged it may be.

CHAPTER IX — FINAL PROVISIONS

Clause 25 — The conflicts among partners shall be resolved by arbitration, being the parties appointed by the respective arbitrator”.

In witness whereof, the parties hereto execute this instrument in three (03) original counterparts of equal content, in the presence of two (02) witnesses below.

Sorocaba, April 1, 2015.

FLEXTRONICS HOLDING DO BRASIL LTDA.

Signed: [illegible signature]	Signed: [illegible signature]
By: Rodrigo Castanho Dall Oglio	By: Guilherme Azevedo Joffily
Position: Administrator	Position: Administrator

(PAGE 19 OF SIGNATURE OF THE 59th AMENDMENT TO THE ARTICLES OF ASSOCIATION OF FLEXTRONICS INTERNATIONAL TECNOLOGIA LTDA., DATED OF APRIL 1, 2015).

PARQUE TECNOLOGIA ELECTRONICA S.A. DE C.V.

Signed: [illegible signature]

By: Ian de Porto Alegre Muniz

Position: Attorney-in-Fact

FLEXTRONICS TECNOLOGIA DO BRASIL LTD.

Signed: [illegible signature]	Signed: [illegible signature]
By: Rodrigo Castanho Dall Oglio	By: Flávio dos Santos Magalhães
Position: Administrator	Position: Administrator

Witnesses:

1. Signed: [illegible signature]	2. Signed: [illegible signature]
Name: Elaine Cristina Santos Monteceli	Name: Mariusa Biage do Carmo
ID Card RG No.: 21,995,132	ID Card RG No.: 18,964,972-0 SSP/SP
CPF/MF: 169,770,458-17	CPF/MF: 014,159,198-60

EX-3.18

Exhibit 3.18

EX-3.24

Exhibit 3.24

EX-4.04

Exhibit 4.04

FIRST SUPPLEMENTAL INDENTURE

dated as of September 11, 2015

among

FLEXTRONICS INTERNATIONAL, LTD.

The Guarantor(s) Party Hereto

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

4.750%
Notes due 2025

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of September 11, 2015, among Flextronics International Ltd., a Singapore corporation (the “Company”), Flextronics Industries Marketing (L) Ltd., a company organized and existing under the laws of the Federal Territory of Labuan, Malaysia (the “Subsidiary Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of June 8, 2015 (the “Indenture”), relating to the Company’s 4.750% Notes due 2025 (the “Notes”); and

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Subsidiaries to provide Guaranties in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  The Subsidiary Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Subsidiary Guarantee or for or in respect of the recitals contained herein, all of which recitals are made by the Subsidiary Guarantor and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

FLEXTRONICS INTERNATIONAL LTD.,
as Issuer
By:	/s/ Manny Marimuthu
	Name: Manny Marimuthu
	Title:   Authorized Signatory
FLEXTRONICS INDUSTRIES MARKETING (L) LTD.,
as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
	Name: Manny Marimuthu
	Title:   Director
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Brad E. Scarbrough
	Name: Brad E. Scarbrough
	Title:   Vice President

EX-4.11

Exhibit 4.11

THIRD SUPPLEMENTAL INDENTURE

dated as of September 11, 2015

among

FLEXTRONICS INTERNATIONAL, LTD.

The Guarantor(s) Party Hereto

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

4.625%
Notes due 2020

5.000%
Notes due 2023

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of September 11, 2015, among Flextronics International Ltd., a Singapore corporation (the “Company”), Flextronics Industries Marketing (L) Ltd., a company organized and existing under the laws of the Federal Territory of Labuan, Malaysia (the “Subsidiary Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of February 20, 2013, as supplemented by the First Supplemental Indenture, dated as of March 28, 2013, among the Company, Flextronics Telecom Systems Ltd, and the Trustee and the Second Supplemental Indenture, dated as of August 25, 2014, among the Company, Flextronics International Tecnologia Ltda., and the Trustee (the “Indenture”), relating to the Company’s 4.625% Notes due 2020 and 5.000% Notes due 2023 (the “Notes”); and

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Subsidiaries to provide Guaranties in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  The Subsidiary Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Subsidiary Guarantee or for or in respect of the recitals contained herein, all of which recitals are made by the Subsidiary Guarantor and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

FLEXTRONICS INTERNATIONAL LTD.,
as Issuer
By:	/s/ Manny Marimuthu
	Name: Manny Marimuthu
	Title:   Authorized Signatory
FLEXTRONICS INDUSTRIES MARKETING (L) LTD.,
as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
	Name: Manny Marimuthu
	Title:   Director
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Brad E. Scarbrough
	Name: Brad E. Scarbrough
	Title:   Vice President

EX-5.01

Exhibit 5.01

September 21, 2015

Flextronics International Ltd.

      and the Guarantors identified below

2 Changi South Lane

Singapore 486123

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special United States counsel to Flextronics International Ltd., a company organized under the laws of Singapore (the “Company”), Flextronics International USA, Inc., a California corporation (“FIUI”), Flextronics Logistics USA, Inc., a California corporation (“Flex Logistics”), Flextronics America, LLC, a Delaware limited liability company (“Flex America” and, together with FIUI and Flex Logistics, the “US Guarantors”) and the other subsidiaries of the Company listed on Schedule A attached hereto (the “Non-US Guarantors” and, together with the US Guarantors, the “Guarantors”), in connection with the filing by the Company and the Guarantors with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange (the “Exchange Offer”) up to $600,000,000 aggregate principal amount of the Company’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”).  The Exchange Notes are to be issued pursuant to an Indenture, dated as of June 8, 2015, among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 11, 2015, among the Company, Flextronics Industries Marketing (L) Ltd. and the Trustee (as supplemented, the “Indenture”).  The Original Notes are, and on the issue date of the Exchange Notes, the Exchange Notes will be, guaranteed by the Guarantors on the terms set forth in the Indenture (the “Guarantees”).

In rendering the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Indenture, (ii) the forms of Exchange Notes to be issued under the Indenture in accordance with the terms of the Exchange Offer, (iii) the Guarantees, (iv) the Articles of Incorporation and bylaws of FIUI, certified by the Secretary of FIUI as being in effect as of the date hereof, (v) the Articles of Incorporation and bylaws of Flex Logistics, certified by the Secretary of Flex Logistics as being in effect as of the date hereof, (vi) the Certificate of Formation and the Amended and Restated Operating Agreement of Flex America, certified by the Secretary of Flex America as being in

Page 2 September 21, 2015

effect as of the date hereof, (vii) resolutions of the Board of Directors of each of FIUI and Flex Logistics and resolutions of the Managers of Flex America and (viii) such other agreements, instruments, acknowledgments and other documents and records of the Company, the Guarantors and other persons, certificates of public officials, certificates of officers or representatives of the Company, the Guarantors and others, and we have made such investigations of law, as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examinations of the reviewed documents, we have assumed, without any independent investigation or verification, the legal capacity of all persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such latter documents.  In examining the Indenture, we also have assumed (i) that each of the parties thereto (other than the US Guarantors) was duly organized or formed, as the case may be, is validly existing and has the power, corporate or otherwise, to enter into, deliver and perform all of its obligations thereunder, (ii) the due authorization by all requisite action, corporate or otherwise, of the Indenture by each of the parties thereto (other than the US Guarantors), (iii) the due execution and delivery, as applicable, of the Indenture by each of the parties thereto (other than the US Guarantors) and (iv) that the Indenture constitutes the valid and binding obligation of the Trustee.

Based upon the foregoing and subject to the further qualifications and limitations set forth below, we are of the opinion that the Exchange Notes, when executed and authenticated in accordance with the terms of the Indenture and issued and delivered in exchange for tendered Original Notes in accordance with the terms of the Indenture and the Exchange Offer, will constitute valid and binding obligations enforceable against the Company in accordance with their terms, and each of the Guarantees of the Exchange Notes will constitute a valid and binding obligation enforceable against the applicable Guarantor in accordance with its terms.

Our opinion is subject to (i) bankruptcy, insolvency (including, without limitation, all laws relating to preferences, fraudulent transfers and fraudulent conveyances), suspension of payments, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, (ii) general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of any purported waiver of such concepts), regardless of whether enforcement is sought in a proceeding at law or equity and (iii) principles limiting the availability of the remedy of specific performance.

For purposes of our opinion that the Exchange Notes will constitute valid and binding obligations enforceable against the Company in accordance with their terms under the laws of the State of New York and our opinion that each of the Guarantees of the Exchange Notes will constitute a valid and binding obligation enforceable against the applicable Guarantor in accordance with its terms under the laws of the State of New York, we have, without conducting any research or investigation with respect thereto, relied upon (i) an opinion of Allen & Gledhill LLP as to the valid existence of the Company, the power and authority of the Company to enter into the Exchange Notes and the due authorization of the Exchange Notes under the laws of Singapore, (ii) an opinion of C&A Law as to the valid existence of each of

Page 3 September 21, 2015

Flextronics International Asia-Pacific Ltd, Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales and Marketing Consumer Digital Ltd. and Flextronics Telecom Systems Ltd, the power and authority of such Guarantors to enter into their respective Guarantees of the Exchange Notes and the due authorization of their respective Guarantees of the Exchange Notes under the laws of the Republic of Mauritius, (iii) an opinion of Rahmat Lim & Partners as to the valid existence of each of Flextronics Industries Marketing (L) Ltd., Flextronics Marketing (L) Ltd. and Flextronics Sales & Marketing North Asia (L) Ltd, the power and authority of such Guarantors to enter into their respective Guarantees of the Exchange Notes and the due authorization of their respective Guarantees of the Exchange Notes under the laws of the Federal Territory of Labuan, Malaysia, (iv) an opinion of NautaDutilh N.V. as to the valid existence of Flextronics International Europe B.V., the power and authority of such Guarantor to enter into its Guarantee of the Exchange Notes and the due authorization of its Guarantee of the Exchange Notes under the laws of The Netherlands, (v) an opinion of Faludi Wolf Theiss Ügyvédi Iroda as to the valid existence of Flextronics International Kft., the power and authority of such Guarantor to enter into its Guarantee of the Exchange Notes and the due authorization of its Guarantee of the Exchange Notes under the laws of Hungary and (vi) an opinion of Madrona Advogados as to the valid existence of Flextronics International Tecnologia Ltda., the power and authority of such Guarantor to enter into its Guarantee of the Exchange Notes and the due authorization of its Guarantee of the Exchange Notes under the laws of the Federative Republic of Brazil.

The foregoing opinions are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

This opinion is limited to questions arising under the laws of the State of New York, the laws of the State of California and the Limited Liability Company Act of the State of Delaware, in each case as in effect on the date hereof, and we express no opinion as to any law other than the laws of such jurisdictions.  Without limiting the generality of the foregoing, this opinion does not cover any matters arising under the laws of any of the jurisdictions of organization of the Company or any Non-US Guarantor, or other political subdivisions thereof, or under any treaties or conventions to which such jurisdiction may be a party, or by which it may be bound.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are (i) “experts” within the meaning of Section 11 of the Act or the rules and regulations of the Commission promulgated thereunder or (ii) within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Curtis, Mallet-Prevost, Colt & Mosle LLP

Schedule A

Non-US Guarantors

Non-US Guarantors	State or Other Jurisdiction of  Incorporation or Organization
Flextronics Industries Marketing (L) Ltd.	Federal Territory of Labuan, Malaysia
Flextronics International Asia-Pacific Ltd	Republic of Mauritius
Flextronics International Europe B.V.	The Netherlands
Flextronics International Kft.	Hungary
Flextronics International Tecnologia Ltda.	Federative Republic of Brazil
Flextronics Marketing (L) Ltd.	Federal Territory of Labuan, Malaysia
Flextronics Sales & Marketing (A-P) Ltd.	Republic of Mauritius
Flextronics Sales and Marketing Consumer Digital Ltd.	Republic of Mauritius
Flextronics Sales & Marketing North Asia (L) Ltd	Federal Territory of Labuan, Malaysia
Flextronics Telecom Systems Ltd	Republic of Mauritius

EX-5.02

Exhibit 5.02

21 September 2015

Flextronics International Ltd.

2 Changi South Lane

Singapore 486123

Dear Sirs

Flextronics International Ltd.

Registration Statement on Form S-4

1.We have acted as legal advisers in Singapore to Flextronics International Ltd. (the “Company”) in connection with the filing by the Company of the Registration Statement (as defined in Schedule 1 to this opinion) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange (the “Exchange Offer”) up to US$600,000,000 in aggregate principal amount of the Company’s 4.750 Per Cent. Notes due 2025 for an equivalent amount of registered 4.750 Per Cent. Notes due 2025 (the “Notes”) as described in the Registration Statement.

2.For the purpose of rendering this opinion, we have examined (i) the documents listed and, where appropriate, defined in Schedule 1 to this opinion and (ii) such other documents as we have considered necessary to examine in order that we may render this opinion.

3.We have assumed:

(i)that the Indenture (as defined in Schedule 1 to this opinion) is within the capacity and powers of, and has been validly authorised by, each party thereto (other than the Company) and has been validly executed and delivered by and on behalf of each party thereto (other than the Company) and that the Notes have been validly executed, issued and delivered by or on behalf of each party thereto (other than the Company);

(ii)the genuineness of all signatures on all documents, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the completeness, and the conformity to original documents, of all copies submitted to us and the authenticity of the originals of such latter documents;

(iii)that the copies of the Memorandum and Articles of Association of the Company submitted to us for examination are true, complete and up-to-date copies;

(iv)that the Board Resolutions (as defined in Schedule 1 to this opinion) have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions;

(v)that the information disclosed by the search made on 18 September 2015 (the “ACRA Search”) at the Accounting and Corporate Regulatory Authority in Singapore (the “ACRA”) against the Company is true and complete and that such information has not since then been materially altered and that such search did not fail to disclose any

material information which has been delivered for filing but did not appear on the public file at the time of the search;

(vi)that the information disclosed by the searches of the Appeal Cases, Admiralty, Civil Cases, Enforcement and Insolvency (including Judicial Management) modules made on 18 September 2015 in respect of the years 2013, 2014 and 2015 on the Cause Book Search of the Singapore Judiciary’s Integrated Electronic Litigation System against the Company (the “Court Searches”) is true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which has been delivered for filing but was not disclosed at the time of the searches;

(vii)the Notes will be duly issued, executed, delivered, offered and sold in accordance with the terms of the Indenture;

(viii)that the Indenture and the Notes constitutes legal, valid, binding and enforceable obligations of the parties thereto for all purposes under the laws of all jurisdictions other than Singapore;

(ix)that there are no provisions of the laws of any jurisdiction (other than Singapore) which may be contravened by the execution or delivery of the Indenture or the offering, issue, sale and delivery of the Notes and that, insofar as any obligation expressed to be incurred or performed under the Indenture or the Notes falls to be performed in or is otherwise subject to the laws of any jurisdiction (other than Singapore), its performance will not be illegal by virtue of the laws of that jurisdiction;

(x)that the choice of New York law as the governing law of the Indenture and the Notes has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the United States federal or state courts in the State of New York as a matter of New York law and all other relevant laws except Singapore law;

(xi)that all consents, approvals, authorisations, licences, exemptions or orders required from any governmental body or agency outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of the Indenture and the Notes and the offering, issue, sale or delivery of the Notes have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;

(xii)that all forms, returns, documents, instruments, exemptions or orders required to be lodged, filed, notified, advertised, recorded, registered or renewed with any governmental body or agency outside Singapore, at any time prior to, on or subsequent to issue of the Notes, for the legality, validity and enforceability of the Indenture and the Notes and the offering, issue, sale and delivery of the Notes, have been or will be duly lodged, filed, notified, advertised, recorded, registered or renewed and that any conditions in relation to such lodgement, filing, notification, advertisement, recording, registration or renewal have been satisfied;

(xiii)that no party to the Indenture is, or will be, engaging in misleading or unconscionable conduct or seeking to conduct any relevant transaction or associated activity in a manner or for a purpose not evident on the face of the Indenture which might render the

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Indenture or the Notes or any relevant transaction or associated activity illegal, void or voidable;

(xiv)there are no provisions of the laws of any jurisdiction outside Singapore which would have any implication for the opinions we express and, insofar as the laws of any jurisdiction outside Singapore may be relevant, such laws have been or will be complied with;

(xv)that in exercising the power of the Company to enter into the Indenture, issue and deliver the Notes, undertake and perform the obligations expressed to be undertaken and performed by it under the Indenture and the Notes, its directors are acting in good faith and in furtherance of its substantive objects and for its legitimate purpose and that the entry into of the Indenture and the issue and delivery of the Notes may reasonably be considered to have been in the interests, and for the commercial benefit, of the Company;

(xvi)the correctness of all facts (other than those stated in paragraph 5 below) stated in the Indenture and the Registration Statement; and

(xvii)that interest and other amounts payable under the Notes are not deemed to be derived from Singapore under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (“ITA”)(1).

4.The ACRA Search and the Court Searches revealed no application for or order or resolution for the winding-up of the Company and no notice of appointment of a receiver or judicial manager for the Company. Notice of a winding-up order made or resolution passed or a receiver or judicial manager appointed may not be filed at the ACRA immediately.

5.Based upon and subject to the foregoing, and subject to the qualifications set forth below and any matters not disclosed to us, we are of the opinion that:

(i)the Company is a company duly incorporated and validly existing under Singapore law;

(ii)the Company has the corporate power and capacity to execute and deliver the Indenture and the Notes and to perform its obligations thereunder; and

(iii)the consummation of the transactions contemplated in the Indenture and the issue and offering of the Notes has been, in the case of transactions to which the Company is a party, duly authorised by the Company.

6.This opinion relates only to the laws of general application of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with Singapore law.  We have made no investigation of, and do not express or imply any views on, the laws of any country other than Singapore. In respect of the Indenture, the Notes and the Registration Statement, we have assumed due compliance with all

(1)Section 12(6) of the ITA states that there shall be deemed to be derived from Singapore:

(a)any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is —

(i)borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore); or

(ii)deductible against any income accruing in or derived from Singapore; or

(b)any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

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matters concerning United States federal and New York laws and the laws of all other relevant jurisdictions other than Singapore.

7.The qualifications to which this opinion is subject are as follows:

(i)the term “enforceable” as used means that the obligations assumed or to be assumed by the Company under the Indenture and the Notes are of a type which the Singapore courts enforce.  It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms;

(ii)enforcement of the obligations of the Company under the Indenture and the Notes may be affected by prescription or lapse of time, bankruptcy, insolvency, liquidation, reorganisation, reconstruction or similar laws generally affecting creditors’ rights;

(iii)the power of the Singapore courts to grant equitable remedies such as injunction and specific performance is discretionary and accordingly a Singapore court may make an award of damages where an equitable remedy is sought;

(iv)by virtue of the Limitation Act, Chapter 163 of Singapore, failure to exercise a right of action for more than six years will operate as a bar to the exercise of such right and failure to exercise such a right for a lesser period may result in such right being waived;

(v)a Singapore court may stay proceedings if concurrent proceedings are brought elsewhere;

(vi)this opinion is given on the basis that there has been no amendment to or termination or replacement of the documents, authorisations and approvals referred to in paragraph 2 of this opinion and on the basis of Singapore law in force as at the date of this opinion.  This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Singapore law after the date of this opinion;

(vii)under general principles of Singapore law, except as may be provided for under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, a person who is not a contracting party to an agreement is not entitled to the benefits of the agreement and may not enforce the agreement;

(viii)we give no opinion on tax matters and in particular give no opinion on the tax consequences of any transaction contemplated by the Indenture or any related document; and

(ix)we express no opinion on the irrevocability of the appointment of an agent to accept service of process.

8.As the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical matters and because of the wholly or partially non-legal character of many of the statements contained in the Registration Statement, we express no opinion or belief on and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Registration Statement and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Without limiting the foregoing, we express no belief and assume no responsibility for, and have not independently verified the accuracy, completeness or fairness of the financial statements and schedules and other financial and statistical data included or

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incorporated in the Registration Statement, and we have not examined the accounting, financial or statistical records from which such financial statements, schedules and data are derived.

9.This opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Indenture or the Notes or otherwise including, but without limitation, any other document signed in connection with the Indenture or the Notes. This opinion may be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York in its capacity as legal advisers to the Company with respect to New York, Delaware and California law in connection with the transaction described in paragraph 1 above. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. By giving of this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission.

Yours faithfully

/s/ Allen & Gledhill LLP

Allen & Gledhill LLP

5

SCHEDULE 1

1.An executed copy of the Indenture (as supplemented by the Executed First Supplemental Indenture (as defined herein), the “Indenture”) dated 8 June 2015 made between the Company, the guarantors named therein and U.S. Bank National Association, as trustee.

2.An executed copy of the First Supplemental Indenture (the “Executed First Supplemental Indenture”) dated 11 September 2015 made between the Company, the guarantor named therein and U.S. Bank National Association, as trustee.

3.An executed copy of the Form S-4 registration statement relating to the Exchange Offer submitted by the Company to the United States Securities and Exchange Commission dated September 21, 2015 (the “Registration Statement”).

4.Copies of the Memorandum and Articles of Association of the Company, its Certificate of Incorporation of Private Company, its Certificate of Incorporation on Conversion to a Public Company and its Certificate of Incorporation on Change of Name of Company.

5.A copy of the resolutions of the Board of Directors of the Company passed on 19 May 2015 (the “Board Resolutions”).

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EX-5.03

Exhibit 5.03

United States Securities and Exchange Commission

Washington, D.C. 20549

Flextronics International Ltd.

2 Changi South Lane

Singapore

486123

Our reference: 15/451/au

18 September 2015

Ladies and Gentlemen,

Re: FLEXTRONICS INTERNATIONAL ASIA-PACIFIC LTD., FLEXTRONICS SALES & MARKETING (A-P) LTD., FLEXTRONICS SALES AND MARKETING CONSUMER DIGITAL LTD., and FLEXTRONICS TELECOM SYSTEMS LTD

We are a Law Firm incorporated in Mauritius, duly registered under the Law Practitioners Act 1984 (as amended) of Mauritius and entitled to advise on Mauritian laws.

1.This opinion is being delivered to you in connection with the filing by Flextronics International Ltd. (“FIL”) of a Form S-4 registration statement (the “Form S-4”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange up to $600,000,000 aggregate principal amount of FIL’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”) and guaranteed by the Mauritian Guarantors (as defined hereunder) (the “Exchange Offer”).

2.The Exchange Notes are to be issued under an indenture dated 08 June 2015, as supplemented by a first supplemental indenture, dated as of 11 September 2015 (as supplemented, the “Indenture”). The Original Notes are, and on the issue date of the Exchange Notes, the Exchange Notes will be, guaranteed (the “Guarantees”), by the guarantors party to the Indenture (the “Guarantors” and collectively with FIL, the “Issuers”) on the terms set forth in the Indenture.

3.We are acting as counsel for FIL and its Mauritian subsidiaries, (i) Flextronics International Asia-Pacific Ltd.; (ii) Flextronics Sales & Marketing (A-P) Ltd.; (iii) Flextronics Sales and Marketing Consumer Digital Ltd.; and (iv) Flextronics Telecom Systems Ltd (the “Mauritian Guarantors”).

The Indenture and the Guarantees are collectively referred to as the “Transaction Documents”.

Capitalized terms shall, unless defined in this opinion, have the same meanings set forth in the Transaction Documents.

4.For the purposes of issuing our legal opinion, we have examined, inter alia, originals or copies, certified or otherwise identified to our satisfaction, the following documents in relation to the Mauritian Guarantors:

(a)The executed Transaction Documents;

(b)The corporate documents and registers of each Mauritian Guarantor;

(c)The certificate of current standing for each Mauritian Guarantor dated 27 August 2015 issued by the Registrar of Companies of Mauritius;

C&A Law is registered as a Law Firm in Mauritius

Suite 1005, Level 1, Alexander House, 35 Cybercity, Ebene 72201, Mauritius, Tel: (230) 466 0500, Fax: (230) 464 5401, Email: info@calaw.mu

(d)The certificate of incumbency for each Mauritian Guarantor dated 26 August 2015; and

(e)Such other documents and materials as are necessary or appropriate to render the opinion set forth herein.

5.We have assumed the following:

(i)That all parties to the relevant Transaction Documents (other than for the Mauritian Guarantors)  are duly incorporated and validly existing under the laws of their respective jurisdictions and have the necessary corporate capacity or other power to enter into, deliver and perform their obligations and exercise their rights under the relevant Transaction documents to which they are a party and that the Transaction Documents is legally binding, valid and enforceable obligation of each party to it (other than for the Mauritian Guarantors);

(ii)The genuineness of all signatures on all documents and the conformity to original documents of all copy documents examined by us;

(iii)That the Transaction Documents constitute the legally binding, valid and enforceable obligation of the parties thereto (other than the Mauritian Guarantors) under the laws governing the relevant Transaction Documents;

(iv)That there are no provision of the law of any jurisdictions outside Mauritius which would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside Mauritius may be relevant such laws have been or will be complied with;

(v)That at the time FIL and the Guarantors (other than for the Mauritian Guarantors) executed the relevant Transaction Documents, FIL and the Guarantors (other than for the Mauritian Guarantors) were able to pay their debts as they fell due and did not enter into the Transaction Documents with an intention to defraud or hinder its creditors or by way of undue or fraudulent preference;

(vi)That the Constitutions submitted to us for examination are true, complete and up-to-date and that there have been no amendments to the Constitutions provided to us;

(vii)That the records of the Mauritian Guarantors are accurate and that there has been no change in the books and record of the Mauritian Guarantors;

(viii)That copies of the Resolutions submitted to us for examination are true, complete and up-to-date copies and that the Resolutions have not been rescinded or modified and remain in full force and effect, that no other resolution or other action has been taken which may affect the validity of the Resolutions; and

(ix)That the Certificates of Current Standing and Certificates of Incumbency remain accurate, complete and up to date.

6.Based on the foregoing assumptions and subject to the qualifications and limitations set forth below, we are of the opinion that, so far as the present laws of Mauritius are concerned:

6.1Status

The Mauritian Guarantors have been duly incorporated and are validly exiting as private limited companies in good standing under the laws of Mauritius.

6.2Power and authority

The Mauritian Guarantors have the corporate power to enter into and perform the relevant Transaction Documents (including the Guarantees therein) and have taken all necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents (including the Guarantees therein).

6.3Validity

(a)The Transaction Documents have been duly authorized, executed and delivered by the Mauritian Guarantors.

(b)The Guarantees have been duly authorized, executed and delivered by the Mauritian Guarantors.

7.Qualifications and limitations

7.1This opinion is subject to the following qualifications and limitations:

(a)We do not purport to be expert on and do not purport to be generally familiar with or qualified to express legal opinions on any law other than the laws of the Republic of Mauritius. We have made no investigation of, and we express no opinion as to, any law other than the law of the Republic of Mauritius.

(b)The validity and enforceability of rights and remedies under the Transaction Documents may be subject to limitations imposed by applicable Mauritius bankruptcy, insolvency, reorganisation, administration, moratorium, limitation and time-bar or other laws affecting the rights of creditors in general, and to any provision generally applicable under Mauritius law regarding the invalidation or revision of unfair contract terms.

(c)The courts in Mauritius will not give effect to any provision of a foreign law which infringes any principle of Mauritius public order or any mandatory provision of Mauritius Law.

(d)Where a party to any of the Transaction Documents is vested with discretion or may determine a matter in its own opinion, Mauritius law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds. Further, any exercise of a right by a party under the Transaction Documents must not be made in bad faith or abusively and any abusive exercise of such right is subject to the provisions of Article 17 of Civil Code.

(e)Damages, liquidated damages and penalties may be varied by a Mauritius court if they amount to a manifestly excessive or derisory penalty under Mauritius law.

7.2This opinion relates only to the laws of the Republic of Mauritius as of the date hereof and as currently applied by the Mauritius courts, and is given on the basis that it will be governed by and construed in accordance with the laws of the Republic of Mauritius.

7.3This opinion is delivered solely in connection with the Transaction Documents and may not be relied upon for any other purpose without our prior written consent.

7.4This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Mauritian Guarantors. We assume no obligation to advise you of facts,

circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. This opinion letter may be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

7.5We hereby consent to the filing of this opinion as an exhibit to the Form S-4 and to the reference to our name under the caption “Legal Matters” in the Prospectus which is a part of the Form S-4. By giving of this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Yours faithfully,

/s/ C&A Law

C&A Law

(Registered as a Law Firm in Mauritius)

Business Registration Number: C09086370

EX-5.04

Exhibit 5.04

WRITER’S NAME	:	Zandra Tan Suet Ping	DIRECT TEL	:	+603 2299 3868
			DIRECT FAX	:	+603 2287 1616
			DIRECT E-MAIL	:	zandra.tan@rahmatlim.com
OUR REF	:	8015007097
YOUR REF	:
Date	:	18 September 2015

Flextronics International Ltd.

2 Changi South Lane

Singapore 486123

Dear Sirs

Proposed exchange offer of debt securities

1.We have been requested by Flextronics International Ltd. (“FIL”) to provide this opinion in connection with the filing by FIL with the SEC of a registration statement on Form S-4 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange up to $600,000,000 aggregate principal amount of FIL’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”). The Exchange Notes are to be issued pursuant to an Indenture dated 8 June 2015, as supplemented by a first supplemental indenture dated 11 September 2015 (“Transaction Document”), by, among others, each of Flextronics Marketing (L) Ltd. (“FML”), Flextronics Sales & Marketing North Asia (L) Ltd. (“FSM”) and Flextronics Industries Marketing (L) Ltd. (“FIML, together with FML and FSM, the “Guarantors”). The Original Notes are, and on the issue date of the Exchange Notes, the Exchange Notes will be, guaranteed by the Guarantors on the terms set forth in the Transaction Document (each a “Guarantee” and collectively, the “Guarantees”).

2.This opinion is limited to the laws of Malaysia (other than the state laws of Sabah or Sarawak) of general application at the date of this opinion, as currently applied by the courts of Malaysia, and is given on the basis that it will be governed by and construed in accordance with the laws of Malaysia (other than the state laws of Sabah or Sarawak).

3.For the purpose of this opinion, we have examined:

3.1an electronic version in PDF format of an executed copy of the Indenture received by electronic mail;

3.2an electronic version in PDF format of an executed copy of the supplemental indenture to the Indenture dated 11 September  2015 received by electronic mail;

3.3in relation to FML, an electronic version in PDF format of (a) the Memorandum and Articles of Association of FML, (b) the Certificate of Incorporation (Form 7) dated 5 April 2005, (c) the Register of Directors dated 28 August 2015, and (d) a letter dated 8 April 2005 issued by the Controller of Foreign Exchange, Malaysia (“BNM”), declaring FML to be a non-resident of Malaysia for exchange control purposes with effect from 5 April 2005 (“FML Declaration Letter”), received by electronic mail;

3.4in relation to FSM, an electronic version in PDF format of (a) the Memorandum and Articles of Association of FSM, (b) the Certificate of Incorporation (Form 7) dated 17 June 2002, (c) the Register of Directors dated 28 August 2015, and (d) a letter dated 4 July 2002 issued by the BNM, declaring FSM to be a non-resident of Malaysia for exchange control purposes with effect from 17 June 2002 (“FSM Declaration Letter”), received by electronic mail;

3.5in relation to FIML, an electronic version in PDF format of (a) the Memorandum and Articles of Association of FIML, (b) the Certificate of Incorporation (Form 7) dated 9 June 2004, (c) the Register of Directors dated 28 August 2015, and (d) a letter dated 16 June 2004 issued by the BNM, declaring FIML to be a non-resident of Malaysia for exchange control purposes with effect from 9 June 2004 (“FIML Declaration Letter”, together with the FML Declaration Letter and FSM Declaration Letter, “Declaration Letters”), received by electronic mail;

3.6an electronic version in PDF format of the extract of the resolutions in writing of the Board of Directors of FML (“FML Board Resolutions”) passed on 21 May 2015, received by electronic mail;

3.7an electronic version in PDF format of the extract of the resolutions in writing of the Board of Directors of FSM (“FSM Board Resolutions”) passed on 21 May 2015, received by electronic mail;

3.8an electronic version in PDF format of the extract of the resolutions in writing of the Board of Directors of FIML (“FIML Board Resolutions”, together with the FML Board Resolutions and the FSM Board Resolution, “Board Resolutions”) passed on 11 September 2015, received by electronic mail;

3.9the Certificate of Resident Secretary on FML dated 28 August 2015 issued by the company secretary;

3.10the Certificate of Resident Secretary on FSM dated 28 August 2015 issued by the company secretary;

3.11the Certificate of Resident Secretary on FIML dated 28 August 2015 issued by the company secretary;

3.12the Letter of Information and the Letter of Good Standing on FML dated 18 August 2015 carried out at the offices of the Labuan Financial Services Authority (“LFSA”) based on FML’s documents registered up to 18 August 2015 (the “FML LFSA Search Report”) and the results of an official search on FML issued by the office of the Director General of Insolvency dated 18 September 2015 (the “FML Winding-up Search Report”);

3.13the Letter of Information and the Letter of Good Standing on FSM dated 18 August 2015 carried out at the offices of the LFSA based on FSM’s documents registered up to 18 August 2015 (the “FSM LFSA Search Report”) and the results of an official search on FSM issued by the office of the Director General of Insolvency dated 18 September 2015 (the “FSM Winding-up Search Report”); and

3.14the Letter of Information and the Letter of Good Standing on FIML dated 18 August 2015 carried out at the offices of the LFSA based on FIML’s documents registered up to 18 August 2015 (the “FIML LFSA Search Report”) and the results of an official search on FIML issued

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by the office of the Director General of Insolvency dated 18 September 2015 (the “FIML Winding-up Search Report”).

4.Except as stated in paragraph 3 above, we have not examined any contract, instrument or other document entered into by or affecting the Guarantors or any of the corporate records of the Guarantors, and have not made any other enquiries concerning the Guarantors.

5.We have assumed:

5.1that the Transaction Document is within the capacity and powers of, and has been validly authorised by or on behalf of, each party thereto (other than the Guarantors);

5.2that the Transaction Document has been validly executed and delivered by or on behalf of each party thereto (other than the Guarantors) and has not been modified, supplemented or superseded;

5.3the genuineness of all signatures and seals on all documents and the completeness, and the conformity to original documents, of all copy or other specimen documents submitted to us;

5.4that the copies of (a) the Memorandum and Articles of Association and the Certificate of Incorporation of each of the Guarantors, (b) the Board Resolutions, and (c) the Declaration Letters submitted to us for examination, are true, complete and up-to-date copies and have not been modified, supplemented or superseded;

5.5that the information disclosed by the FML LFSA Search Report, the FML Winding-up Search Report, the FSM LFSA Search Report, FSM Winding-up Search Report, FIML LFSA Search Report and FIML Winding-up Search Report (collectively, the “Search Reports”) are true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which had been delivered for filing but was not disclosed at the time of issuance of the Search Reports;

5.6that the Board Resolutions were passed in accordance with the procedures set out in the Memorandum and Articles of Association of each of the Guarantors respectively, have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Board Resolutions;

5.7that no director of either FML, FSM or FIML has an interest in the transactions contemplated by the Transaction Documents;

5.8that in exercising the power of each of the Guarantors to enter into the Transaction Document to undertake and perform the obligations expressed to be undertaken and performed by it under the Transaction Document, its directors are acting in good faith and in furtherance of its substantive objects and for its legitimate purpose and that the entry into the Transaction Document may reasonably be considered to have been in the interests, and for the commercial benefit, of each of the Guarantors;

5.9the correctness of all facts stated in the Transaction Document (other than those expressly opined on below); and

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5.10that there are no facts material to our opinion which do not appear from the documents examined by us and of which we are unaware.

6.Based on the documents examined by us (referred to in paragraph 3) and on the basis of the assumptions (as set out in paragraph 5) and subject to the qualifications (as set out in paragraphs 7 and 8 below), we are of the opinion that:

6.1Each of the Guarantors is a Labuan company duly incorporated under the Labuan Companies Act 1990 and validly existing under the laws applicable to the Federal Territory of Labuan, Malaysia, and is capable of suing and being sued.

6.2No winding-up order had been made in respect of the Guarantors as at 18 September 2015.

6.3Each of the Guarantors has the necessary corporate power under its Memorandum and Articles of Association to enable it to execute and perform its obligations under the Transaction Document (including its Guarantee), and has taken all necessary corporate action required under the laws of Malaysia, to authorise its entry into, execution, delivery and performance of the Transaction Document (including its Guarantee).

7.In addition, this opinion is subject to the following qualifications:

7.1this opinion is given on the basis that there will be no amendment to or termination or replacement of the documents, authorisations and approvals referred to in paragraph 4 to this opinion and on the basis of the laws of Malaysia in force as at the date of this opinion.  This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in the laws of Malaysia after the date of this opinion;

7.2with respect to the Search Reports, it should be noted that whilst we have taken every care to ensure the accuracy of such search reports, such searches are dependent on the accuracy of the records maintained by the LFSA and the Department of Insolvency, and the information obtained from the Search Reports may not reflect filings made in the several months prior to the date of such search as the updating of such information is done by the LFSA and the Department of Insolvency periodically; and

7.3we express no opinion as to any laws other than the laws of Malaysia and we have assumed that there is nothing in any other law that affects our opinion.

8.This opinion is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to. This opinion may be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP.

9.We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement.  By giving of this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.

Yours faithfully

/s/ Rahmat Lim & Partners

Rahmat Lim & Partners

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EX-5.05

Exhibit 5.05

P.O. Box 7113	Amsterdam, 18 September 2015
1007 JC Amsterdam
Strawinskylaan 1999
1077 XV Amsterdam
T+31 20 717 10 00
F+31 20 717 11 11
Amsterdam Brussels London Luxemburg New York Rotterdam	Ladies and Gentlemen: Re: Registration Statement on Form S-4 We have acted as special legal counsel as to Netherlands law to Flextronics International Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Guarantor”), in connection with the filing by Flextronics International Ltd. with the SEC of a registration statement on Form S-4 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange up to $600,000,000 aggregate principal amount of the Company’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”). The Exchange Notes are to be issued pursuant to the Indenture. The Original Notes are, and on the issue date of the Exchange Notes, the Exchange Notes will be, guaranteed by the Guarantor on the terms set forth in the Indenture. This opinion letter is rendered to you in order to be filed with the SEC as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement. In giving this consent, we do not hereby admit that we are (i) “experts” within the meaning of Section 11 of the Act or the rules and regulations of the SEC promulgated thereunder or (ii) within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. Capitalised terms used in this opinion letter (but not otherwise defined) have the meanings set forth in Exhibit A. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation. This communication is confidential and may be subject to professional privilege. All legal relationships are subject to NautaDutilh N.V.’s general terms and conditions (see www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.

This opinion letter is provided in connection with the filing of the Registration Statement. It may only be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP and by persons entitled to rely upon it pursuant to the applicable provisions of the Act in connection with the Registration Statement. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Transaction Documents or any other document reviewed in connection with this opinion letter, except as expressly confirmed in this opinion letter. Its contents may not be quoted, otherwise included, summarised or referred to in any publication or document or disclosed to any other party, in whole or in part, for any purpose, without our prior written consent.

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and relied upon the Transaction Documents and the Corporate Documents and we have assumed that the Transaction Documents have been entered into for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

We have not been involved in structuring, drafting or negotiating the Transaction Documents.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Netherlands courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on Netherlands or European competition law, tax law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Netherlands law subsequent to today’s date.

The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Netherlands law. This opinion letter may only be relied upon by you, and our willingness to render this opinion letter is based, on the condition that you accept and agree that (i) the competent courts in Amsterdam, the Netherlands, have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter, (ii) any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction,

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are governed by Netherlands law and (iii) no person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Netherlands legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Netherlands legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a.each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b.no defects attach to the incorporation (aan haar totstandkoming geen gebreken kleven) of the Guarantor and the Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar) by or on behalf of a civil law notary (notaris) who had the power and authority to execute such deed, and such deed complies with Netherlands law (voldoen aan de eisen der wet);

c.(i) no regulations (reglement) have been adopted by any corporate body of the Guarantor and (ii) the Articles of Association are its articles of association currently in force. The Extract supports item (ii) of this assumption;

d.the Guarantor has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard) or granted a suspension of payments ((voorlopige) surseance van betaling verleend), (vi) been subjected to the appointment of an administrator (curator) in respect of any of its bodies or representatives on the basis of Article 1:76 NFSA or (vii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets. The Extract and our inquiries of today with the Insolvency Registers support the items (i) through (v) of this assumption. However, this information does not constitute conclusive evidence that the events set out in items (i) through (v) have not occurred;

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e.the resolutions recorded in the Resolutions are in full force and effect and correctly reflect the resolutions adopted, and the factual statements made and the confirmations recorded or given in the Resolutions are complete and correct;

f.none of the Board members (bestuurders) has a direct or indirect personal interest which conflicts with the interest of the Guarantor and its business entering into the Transaction Documents. This assumption is supported by the confirmations in this respect as included in the Board Resolution; and

g.no works council (ondernemingsraad) has been established or is in the process of being established with respect to the business of the Guarantor. This assumption is supported by the confirmation in this respect as included in the Board Resolution.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

1.The Guarantor is validly existing as a besloten vennootschap met beperkte aansprakelijkheid under the laws of the Netherlands.

Corporate Power

2.The Guarantor has the corporate power to enter into the Transaction Documents and to perform its obligations thereunder. The Guarantor does not violate any provision of its Articles of Association by entering into the Transaction Documents or performing its obligations thereunder. The Guarantor can sue and can be sued in its own name under the laws of the Netherlands.

Corporate Action

3.The Guarantor has taken all corporate action required by its Articles of Association and Netherlands law to authorize its entry into the Transaction Documents and the performance of its obligations thereunder.

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The opinions expressed above are subject to the following qualifications:

A.As Netherlands lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Transaction Documents under the applicable law and the obligations of the parties to the Transaction Documents and we have made no investigation of that meaning and purport. Our review of the Transaction Documents and of any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of these documents as they appear to us on their face.

B.The information contained in the Extract does not constitute conclusive evidence of the facts reflected in it.

C.Pursuant to Article 2:7 NCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction.

D.A power of attorney or mandate granted by the Guarantor, including but not limited to the appointment of an agent for service of process (to the extent that it can be considered a power of attorney):

a.can only be made irrevocable to the extent that its object is the performance of legal acts in the interests of the attorney or a third party. The competent Netherlands courts may at the request of the principal cancel the irrevocable quality of the power of attorney for compelling reasons; and

b.will terminate in the event of a bankruptcy (faillissement) and become ineffective upon the suspension of payments (surséance van betaling) of the principal or, unless otherwise provided, the attorney.

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E.The opinions expressed in this opinion letter may be limited or affected by:

a.any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereinafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;

b.the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to liquidators in bankruptcy proceedings or creditors;

c.claims based on tort (onrechtmatige daad);

d.sanctions and measures including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e.the Anti-Boycott Regulation and related legislation; and

f.Chapter 6.1 NFSA.

Sincerely yours,

/s/ NautaDutilh

NautaDutilh

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EXHIBIT A

LIST OF DEFINITIONS

“Anti-Boycott Regulation”	the Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom
“Articles of Association”	the articles of association of the Guarantor as they read after the execution of a deed of amendment dated 14 December 2012, which, according to the Extract, was the last amendment of the Guarantor’s articles of association
“Board”	the Guarantor’s management board (bestuur)
“Board Resolution”	the document containing the resolutions of the Board, dated 22 May 2015
“Commercial Register”	the Netherlands Chamber of Commerce Commercial Register
“Corporate Documents”	the documents listed in Exhibit B
“Deed of Incorporation”	the deed of incorporation (akte van oprichting) of the Guarantor, dated 31 March 1999
“Exhibit”	an exhibit to this opinion letter
“Extract”	an extract from the Commercial Register dated the date of this opinion letter
“Guarantee”	the unconditional guarantee of the Notes by the Guarantor as included in the Indenture
“Indenture”	an indenture, dated 8 June 2015, for the issuance of the Notes, between, among others, the Trustee as trustee, the Issuer as issuer and the Guarantor as guarantor , as supplemented by

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	a first supplemental indenture, dated 11 September 2015
“Insolvency Registers”	i.the online central insolvency register (Centraal Insolventie Register) and the online EU Insolvency Register (Centraal Insolventie Register-EU Registraties) held by the Council for the Administration of Justice (Raad voor de Rechtspraak); and ii.the bankruptcy clerk’s office at the court of first instance (rechtbank) of Amsterdam, consulted by telephone.
“Issuer”	Flextronics International Ltd.
“NautaDutilh”	NautaDutilh N.V.
“NCC”	the Netherlands Civil Code (Burgerlijk Wetboek)
“the Netherlands”	the European territory of the Kingdom of the Netherlands
“NFSA”	the Netherlands Financial Supervision Act (Wet op het financieel toezicht)
“Notes”	the Original Notes issued by, and the Exchange Notes to be issued by, the Issuer under the Indenture
“Resolutions”	the Board Resolution and the Shareholders Resolution
“SEC”	the United States Securities and Exchange Commission
“Shareholders Resolution”	the document containing the resolutions of the Guarantor’s general meeting of shareholders (algemene vergadering van aandeelhouder), dated 22 May 2015
“Transaction Documents”	the Indenture and the Guarantee

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“Trustee” U.S. Bank National Association

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EXHIBIT B

LIST OF CORPORATE DOCUMENTS

1.a pdf copy of the Deed of Incorporation;

2.a pdf copy of the Articles of Association;

3.a fax copy of the Extract; and

4.a pdf copy of the signed Resolutions.

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EX-5.06

Exhibit 5.06

VIA E-MAIL / ORIGINAL BY COURIER
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
	Budapest,18 September 2015
	DR ZOLTÁN FALUDI
	Tel: +36 1 4848800
	Fax: +36 1 484 8825
	zoltan.faludi@wolftheiss.com
		FALUDI WOLF THEISS
		Kálvin tér 12-13.
		Kálvin Center, 4. em.
		H-1085 Budapest
Re:LEGAL OPINION
		T+36 1 4848 800
		F+36 1 4848 825
		budapest@wolftheiss.com
		www.wolftheiss.com

Dear Sirs,

We have acted as Hungarian counsel to Flextronics International Kft (registered seat: 8660 Tab, Munkás utca 28., Hungary (the “Company”) in connection with the filing by Flextronics International Ltd., a Singapore company (“FIL”), of a Form S-4 registration statement (the “Form S-4”) under the U.S. Securities Act of 1933, as amended (the “Act”) with the U.S. Securities and Exchange Commission (the “SEC”) to register an offer by FIL to exchange up to Six hundred million U.S. dollars (US$ 600,000,000) aggregate principal amount of FIL’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”). The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes are registered under the Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

For the purposes of expressing the opinions set forth herein, we have made in respect of the Transaction Documents (as defined below) such examinations of the laws of Hungary in effect on the date hereof, as applied by Hungarian courts on such date. We do not purport to be qualified to render or express any opinion, herein, as to the laws of any jurisdiction, other than those of Hungary. We express no opinion as to matters of fact.

ALBANIA  AUSTRIA  BOSNIA & HERZEGOVINA  BULGARIA  CROATIA  CZECH REPUBLIC  HUNGARY  ROMANIA  SERBIA  SLOVAK REPUBLIC  SLOVENIA  UKRAINE

Partnerlist: www.wolftheiss.com/partnerlist

Our operations in the various locations comply with the requirements of the relevant local law and local bar rules, including cooperation with independent local attorneys.

1. Documents

For the purposes of expressing the opinions set forth below, we have examined executed originals or copies certified to our satisfaction of the following documents or certificates:

1.1 a pdf. copy of the duly executed Indenture, including the guarantee of the Company (the “Guarantee”) provided for therein, dated 8 June 2015, among FIL, the subsidiary guarantors of FIL party thereto, and a bank to act as trustee, registrar, paying agent and transfer agent in connection with the Notes (as defined therein), as supplemented by a first supplemental indenture, dated as of 11 September, 2015 (as supplemented, the “Indenture”);

1.2 a trade registry extract dated 18 September 2015 concerning the Company obtained from the official on-line service of the Ministry of Justice (the “Trade Registry Extract”);

1.3 a pdf. copy of the Company’s articles of association dated 14 July 2015 (the “Articles of Association”);

1.4 the pdf. copy of the written resolution of the quotaholders of the Company dated 20 May 2015 together with the connecting invitation and confirmation letters of the managing directors authorizing the Company to execute the Transaction Documents; and

1.5 the pdf. copy of the written resolution of the supervisory board of the Company dated 20 May 2015 approving the execution of the Transaction Documents; and

1.6 a pdf. copy of the Certificate of the Managing Directors (the “Certificate of the Managing Directors”) dated 8 June 2015,

(the documents referred to in section 1.1 above are together the “Transaction Documents and the documents referred to in section 1.2 through 1.6 above are together the “Corporate Documents”).

We have relied exclusively on the above-listed documents for the purposes of providing the opinions expressed below. In this opinion references to the “Documents” shall be construed as references to the Indenture and the other documents listed in this Section 1 (Documents) of this opinion.

2. Assumptions

With your consent and for the purposes of this opinion letter, we have assumed (without making any investigation) the following:

2.1 the Documents submitted to us as originals are authentic or the Documents submitted to us as copies of originals are complete and conform to the original documents;

2.2 all signatures, stamps, seals on the Documents submitted to us are genuine;

2.3 there have been no changes or amendments to the Documents in the form examined by us;

2.4 the Documents were in fact executed by the persons whose names are printed in the Documents;

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2.5 the parties to the Transaction Documents have not passed a voluntary winding-up resolution, and no petition has been presented or legal proceedings have been commenced or order made by a court for the winding-up, dissolution, bankruptcy, liquidation, ex officio termination or analogous proceedings in any jurisdiction, or for the appointment of an administrator or similar officer in relation to the parties to the Transaction Documents, or any of its respective assets or revenues; furthermore, the information disclosed in the Trade Registry Extract referred to in this opinion was correct and complete and remains correct and complete as at the date of this opinion;

2.6 all parties to the Transaction Documents other than the Company have obtained all approvals of any governmental, judicial and public body or authority required in connection with the execution of the Transaction Documents and the performance of such parties’ obligations thereunder, and all such approvals are in full force and effect;

2.7 each party to the Transaction Documents (other than the Company) is a corporation or other legal entity, duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation and has full legal and corporate (and other organizational) right, power and authority to execute the Transaction Documents;

2.8 all parties to the Transaction Documents other than the Company have the capacity, power and authority to enter into the Transaction Documents and to execute the Transaction Documents;

2.9 the Transaction Documents were duly authorized, executed and delivered by the parties other than the Company and the obligations of all parties under any applicable law are legal, valid and binding;

2.10 the due execution of the Transaction Documents and the performance of the obligations undertaken by the parties other than the Company thereunder do not contravene any provisions of their respective constitutive documents;

2.11 the Transaction Documents do not conflict with, or violate, any laws outside of Hungary, governmental decree, ordinance, requirement, duty, or contractual or statutory obligation or similar acts established by any of the jurisdictions of any of the parties to the Transaction Documents;

2.12 the Transaction Documents creates valid and legally binding obligations under the laws of New York;

2.13 there are no provisions of the laws of any jurisdiction outside Hungary that would have any implication for the opinions we express and that as far as the laws of any jurisdiction outside Hungary may be relevant, such laws have been or will be complied with;

3. Opinions

Based upon and subject to the foregoing and subject further to the exclusions and qualifications set forth below, we are of the opinion that:

3.1 the Company is duly incorporated, validly existing and qualified to do business under Hungarian law;

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3.2 the Company has all full corporate power and authority to execute, deliver and perform its obligations under the Indenture, the Exchange Notes and the Guarantee;

3.3 the execution and delivery of the Indenture, the Exchange Notes and the Guarantee and the performance of its obligations under the Indenture, the Exchange Notes and the Guarantee by the Company have been duly authorized by all requisite action on the part of the Company.

4. Qualifications

The opinions set forth above are subject to the following exclusions and qualifications:

4.1 this opinion is subject to all insolvency, bankruptcy, liquidation or other similar laws affecting the rights of creditors generally and we express no opinion as to whether any provision in the Transaction Documents conferring a right of set-off or similar right would be effective against a liquidator, administrator or creditor;

4.2 the opinions expressed in point 3.1 of this opinion letter that the Company is registered and existing under the laws of Hungary is based solely upon our examination of the Trade Registry Extract. Without limiting the generality of that assumption, it should be noted that:

(i)a trade registry extract is not capable of revealing in all circumstances whether or not a petition for the winding-up, liquidation, re-organization or analogous proceeding has been presented, or whether a court order for the ex officio termination of the Company has been issued, or whether a petition for the appointment of an administrator or similar officer in relation to the Company has been presented; and

(ii)notice of a winding-up, liquidation, re-organization or analogous proceeding, order or resolution, notice of a court order for the ex officio termination of the Company and notice of the appointment of an administrator or similar officer in relation to the Company may not be filed with the competent court, acting as a court of registration, immediately and, therefore, there may be a delay in the relevant notice appearing on the file of the Company concerned;

4.3 we do not express any opinion as to the enforceability of the terms of the Transaction Documents, nor as to the legal, valid and binding effect or enforceability of the Transaction Documents on any party thereto;

4.4 we express no opinion on the accuracy or completeness of any statements or warranties of fact set out in the Transaction Documents, which statements and warranties we have not independently verified;

4.5 where an assumption is stated to be made in this opinion, we have not made any investigation with respect to the matters that are subject of such assumption;

We express no opinion except as expressly and specifically set forth in this opinion letter, and no opinions may be implied or inferred. The opinions contained herein are limited to the current laws in effect in Hungary and we express no opinion on the laws of any jurisdiction other than the current laws of Hungary.

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The legal concepts used in this opinion are expressed in English terms and not in their original Hungarian terms. These legal concepts may not necessarily be considered identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. Where we have used English terms for Hungarian legal terms, we have used such English terms as we considered appropriate.

The opinions set forth in this opinion letter are given only as of the date hereof and we disavow any undertaking or obligation to advise you of any changes in law or any facts or circumstances that may hereafter occur or come to our attention that could affect such opinions.

This opinion letter is given solely in connection with the filing of the Form S-4 and may be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. This opinion letter shall not to be quoted or referred to in any public document or filed with anyone without our prior written consent. The competent courts in Budapest shall have exclusive jurisdiction for any dispute arising out of or in connection with this opinion.

We hereby consent to the filing of this opinion letter as an exhibit to the Form S-4 and to the reference to our name under the caption “Legal Matters” in the Prospectus which is a part of the Form S-4. By giving of this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.

Yours faithfully,

/s/ dr. Zoltán Faludi

dr. Zoltán Faludi

Faludi Wolf Theiss Law Firm

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EX-5.07

Exhibit 5.07

AV. CIDADE JARDIM, 400- 2º ANDAR

01454-000, SÃO PAULO - SP

TEL: +55 11 4883 8750

September 18, 2015

TO:FLEXTRONICS INTERNATIONAL LTD.

2 Changi South Lane

Singapore 486123

RE:Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Brazilian counsel to Flextronics International Ltd. (“Flextronics” or the “Issuer”) and Flextronics International Tecnologia Ltda. (“Flextronics Brazil” or the “Brazilian Guarantor”), in connection with the filing by the Issuer with the U.S. Securities and Exchange Commission (the “Commission”), of a registration statement on Form S-4 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange up to US$600,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.750% Notes due 2025 (the “Original Notes”) for an equivalent amount of registered 4.750% Notes due 2025 (the “Exchange Notes”) pursuant to an exchange offer (the “Exchange Offer”) as described in the Registration Statement. The Original Notes were issued pursuant to an indenture, dated as of June 8, 2015, as supplemented by a first supplemental indenture, dated as of September 11, 2015 (as supplemented, the “Indenture”), entered into by and among the Issuer, the guarantors thereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.  The Exchange Notes will evidence the same debt as the Original Notes and will be issued under the same Indenture. Thus, the Original Notes are, and on the issue date of the Exchange Notes, the Exchange Notes will be, guaranteed by the Guarantors on the terms set forth in the Indenture. The guarantee of the Exchange Notes by the Brazilian Guarantor on the terms set forth in the Indenture is herein referred to as the “Brazilian Guarantee”.

1In rendering the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

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(i)executed copy of the Indenture;

(ii)executed copy of the 59th Amendment to the Articles of Association of Flextronics Brazil, certified by the managers of Flextronics Brazil as being in full force and effect as of June 8, 2015;

(iii)executed copy of the Minutes of Flextronics Brazil Quotaholders’ Meeting held on May 18, 2015 (the “Quotaholder’s Resolution”) certified by the managers of Flextronics Brazil as not had been amended, supplemented, revoked or replaced and being in full force and effect as of June 8, 2015;

(iv)executed copy of Flextronics Brazil’s Manager’s Certificate, dated as of June 8, 2015 (the “Managers’ Certificate”); and

(v)such other agreements, instruments, acknowledgments and other documents and records of the Issuer, the Brazilian Guarantor and other persons, certificates of public officials, certificates of officers or representatives of the Issuer, the Brazilian Guarantor and others, and we have made such investigations of law, as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

2In rendering the opinions expressed below, we have also relied upon the information provided and certified by Flextronics Brazil’s managers, by means of the Managers’ Certificate.

3We express no opinion as to any laws other than the laws of Brazil and we have assumed that there is nothing in any other law that affects our opinions in this letter. We are qualified to practice law in Brazil, and the opinions stated herein relate only to the laws and case law of Brazil as in force and effect or prevailing on the date hereof.

Assumptions

4In our examination, and in rendering the opinions expressed below, we have assumed, with your consent and without any independent investigation or verification of any kind, the following:

(a)the legal capacity of all persons, the genuineness of all signatures, stamps and seals, the authenticity of all documents submitted to us;

(b)all documents submitted to us as certified, photostatic, electronic or facsimile copies or specimen documents conform to their originals;

(c)all documents submitted to us as original are authentic;

(d)in examining the Indenture, we also have assumed (i) that each of the parties

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thereto (other than the Brazilian Guarantor) was duly organized or formed, as the case may be, is validly existing and has the power, corporate or otherwise, to enter into, deliver and perform all of its obligations thereunder, (ii) the due authorization by all requisite action, corporate or otherwise, of the Indenture by each of the parties thereto (other than the Brazilian Guarantor), (iii) the due execution and delivery, as applicable, of the Indenture by each of the parties thereto (other than the Brazilian Guarantor) and (iv) that the Indenture constitutes the valid and binding obligation of the Trustee and the parties thereto (other than the Brazilian Guarantor), enforceable against each of the parties thereto (other than the Brazilian Guarantor), in accordance with its terms;

(e)the performance of any obligation expressed to be incurred under any jurisdiction outside Brazil will not be unlawful under the laws of that jurisdiction;

(f)the managers of the Brazilian Guarantor, as indicated in the 59th Amendment to the Articles of Association of Flextronics Brazil, are still duly empowered managers of the Brazilian Guarantor as of the date of the execution of the Indenture;

(g)the Exchange Notes are executed, authenticated and issued in the form of notes attached as exhibit to the Indenture; and

(h)the absence of any other facts, documents, agreements, disputes or other arrangements involving any of the parties to the Indenture that may in any way affect the opinions expressed herein.

Opinions

5Based on the foregoing assumptions and subject to the qualifications and limitations set out below, we are of the opinion that:

(a)the Brazilian Guarantor is a limited liability company duly constituted, organized and validly existing under the laws of Brazil;

(b)the Brazilian Guarantor has all necessary corporate power and authority to execute and deliver the Indenture and the Brazilian Guarantee and to perform its obligations thereunder; and

(c)the Indenture and the Brazilian Guarantee have been duly and validly authorized, executed and delivered by the Brazilian Guarantor and constitute a valid and legally binding agreement of the Brazilian Guarantor, enforceable against the Brazilian Guarantor in accordance with their terms, except that the enforcement thereof may be subject to the qualifications below, as applicable.

Qualifications

6The opinions expressed herein are subject to the following qualifications:

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(a)enforcement in Brazil may be limited by (i) principles of public policy as applied in Brazil, bankruptcy, insolvency, fraudulent transfer, moratorium, liquidation, reorganization, judicial and extrajudicial restructuring (recuperação judicial and recuperação extrajudicial) and other similar laws of general proceedings, moratorium, liquidation and other laws of general applicability affecting the enforcement of creditor’s rights generally (labor related claims, up to the limit provided for in the law, as well as occupational claims, among others, will have preference over any claims, including secured ones); (ii) possible unavailability of specific performance, summary judgment (processo executivo) or injunctive relief; and (iii) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição potestativa);

(b)in the case of any proceeding instituted against the Brazilian Guarantor, service of process upon it, if made in Brazil, must be effected in accordance with Brazilian law;

(c)notwithstanding the Indenture being expressed to be governed by the laws of the State of New York, such laws will only be recognized and upheld as a valid choice of law by the courts of Brazil if not against Brazilian national sovereignty, public policy or morality (as provided in Section 17 of the Law of Introduction to the Brazilian Civil Code);

(d)under Brazilian law, set-off obligations is permitted as long as the relevant debts are liquid, accurate and matured and there is a generic prohibition for the set-off of obligations between local and foreign entities without disclosure to exchange control authorities, thus it is advisable to consult with the Central Bank of Brazil prior to making any such set-off;

(e)pursuant to Section 835 of the Brazilian Code of Civil Procedure, a foreign plaintiff, which is based outside Brazil, and may be considered a beneficiary of the rights provided for in the Indenture and the Exchange Notes, must post a bond to cover legal fees and court expenses of the defendant should there be no immovable assets in Brazil to assure payment thereof except in the event of claims based on extrajudicial executory instruments (títulos executivos extrajudiciais) or reconvention, as provided in Section 836 of the Brazilian Code of Civil Procedure;

(f)in case the Indenture, the Exchange Notes or any other agreement related to the Exchange Offer is required to be presented to a court in Brazil or any other authority for purposes of the enforcement of the obligations of Brazilian Guarantor under such documents (i) (x) the signatures of the parties thereto signing outside Brazil shall have been notarized by a notary public licensed as such under the laws of the place of signing and the signature of such notary public shall have been authenticated by a consular official of Brazil, or (y) such documents shall have been, together with their sworn translation into Portuguese language (to the extent not executed in Portuguese), must be registered with the appropriate Registry of Titles and Deeds in Brazil; and (ii) such documents must be translated into the Portuguese language by a sworn translator (to the extent not executed in Portuguese) in Brazil;

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(g)we express no opinion on contractual provisions exculpating or exempting a party from, or requiring indemnification of a party for, its own action or inaction, to the extent such action or inaction involves gross negligence or willful or unlawful conduct (culpa or dolo);

(h)pursuant to Section 88 of the Brazilian Code of Civil Procedure, Brazilian courts may adjudicate over matters or disputes involving (i) a defendant domiciled in Brazil; (ii) obligations which shall be performed in Brazil or (iii) claims arising from facts occurred in Brazil, and therefore, the validity and enforceability of provisions which set forth the exclusive jurisdiction of foreign courts to adjudicate over such matters or disputes may not be upheld by Brazilian courts; and

(i)any judgment obtained against the Brazilian Guarantor in the courts of Brazil in respect to any sum payable by it under the Indenture would be expressed in Brazilian currency equivalent to the amount of the foreign currency under the Agreements at the commercial rate prevailing on the date that the payment is actually made.

We express no opinion as to any agreement, instrument or other document other than as specified in this opinion. The opinions expressed herein are given on the basis that there will be no amendment to or termination or replacement of the documents, authorizations, consents and opinions referred herein and based on the laws of Brazil in force and effect as at the date of this opinion letter. The opinions expressed herein are limited to the matters expressly set forth in this opinion letter, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion letter is also issued on the basis that we undertake no responsibility to notify the addressee of this opinion letter of any change in the laws of Brazil after the date of this opinion letter.

In rendering the opinions set forth herein, we note that any conclusion on any particular issue is not a guarantee or prediction of what a court would hold, but, rather, sets forth our conclusions as to what should be the proper result for a court to reach in a properly presented and decided case in which the facts and assumptions relied on herein are established.

The opinions set forth herein are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion letter may be relied upon by Curtis, Mallet-Prevost, Colt & Mosle LLP and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement.

Yours faithfully,

/s/ Marcelo Cosac

Madrona Advogados

Marcelo Cosac

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EX-12.01

Exhibit 12.01

Flextronics International Ltd.

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

	Fiscal Year Ended March 31,													Three Months Ended
	2011			2012			2013			2014		2015		June 26, 2015
	($’s in thousands)
Calculation of Earnings:
Income from continuing operations	$	612,261		$	520,770		$	302,502		$	365,594	$	600,801	$	110,850
Provision for income taxes	22,049			53,960			26,313			34,860		69,854		7,766
Income from continuing operations before income taxes	$	634,310		$	574,730		$	328,815		$	400,454	$	670,655	$	118,616
Plus:
Fixed charges	$	95,736		$	72,757		$	73,414		$	85,394	$	81,062	$	21,348
Capitalized interest	(1,036		)	(78		)	(87		)	—		—		—
Distributed income of equity investees	56			108			63			80		22		2,047
Share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges	—			—			—			—		—		—
Amortization of previously capitalized interest	894			1,053			1,065			1,079		1,079		270
Total earnings	$	729,960		$	648,570		$	403,270		$	487,007	$	752,818	$	142,281
Calculation of Fixed Charges:
Interest on all indebtedness and amortization of debt discount and expense	$	81,297		$	60,117		$	58,790		$	75,288	$	72,507	$	19,120
Capitalized interest	1,036			78			87			—		—		—
Discount, premium and capitalized expenses related to Indebtedness	7,403			7,667			10,112			4,562		3,870		983
Interest factor attributable to rentals	6,000			4,895			4,425			5,544		4,685		1,245
Total Fixed Charges	$	95,736		$	72,757		$	73,414		$	85,394	$	81,062	$	21,348
Ratio of Earnings to Fixed Charges	7.6x			8.9x			5.5x			5.7x		9.3x		6.7x
Deficiency of Earnings Available to Cover Fixed Charges	—			—			—			—		—		—

EX-15.01

Exhibit 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

September 21, 2015

Flextronics International Ltd.
2 Changi South Lane
Singapore 486123

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Flextronics International Ltd. and subsidiaries for the three-month periods ended June 26, 2015 and June 27, 2014 and have issued our report dated July 27, 2015. As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended June 26, 2015, is being incorporated by reference in this Registration Statement on Form S-4.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

EX-23.08

Exhibit 23.08

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated May 20, 2015, relating to the financial statements of Flextronics International Ltd. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2015, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
September 21, 2015

EX-25.01

Exhibit 25.01

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Paula Oswald

U.S. Bank National Association

633 W. 5TH Street, 24th Floor

Los Angeles, CA  90071

(213) 615-6043

(Name, address and telephone number of agent for service)

Flextronics International Ltd.

(Issuer with respect to the Securities)

Singapore	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Changi South Lane, Singapore	486123
(Address of Principal Executive Offices)	(Zip Code)

4.750% Notes due 2025

(Title of the Indenture Securities)

FORM T-1

Item 1.      GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.     AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of June 30, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, California on the 21st of September, 2015.

By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

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Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

                In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 21, 2015
By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2015

($000’s)

	6/30/2015
Assets
Cash and Balances Due From Depository Institutions	$	17,896,807
Securities	102,874,924
Federal Funds	53,692
Loans & Lease Financing Receivables	252,013,047
Fixed Assets	4,310,148
Intangible Assets	13,076,832
Other Assets	23,776,797
Total Assets	$	414,002,247
Liabilities
Deposits	$	307,828,983
Fed Funds	1,465,991
Treasury Demand Notes	0
Trading Liabilities	885,507
Other Borrowed Money	46,539,645
Acceptances	0
Subordinated Notes and Debentures	3,650,000
Other Liabilities	11,984,151
Total Liabilities	$	372,354,277
Equity
Common and Preferred Stock	18,200
Surplus	14,266,400
Undivided Profits	26,502,086
Minority Interest in Subsidiaries	861,284
Total Equity Capital	$	41,647,970
Total Liabilities and Equity Capital	$	414,002,247

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EX-99.01

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Exhibit 99.01

FLEXTRONICS INTERNATIONAL LTD.

LETTER OF TRANSMITTAL

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025
for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under the
Securities Act of 1933 (the "exchange offer")

Pursuant to the Prospectus, dated                                    , 2015

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME, ON                        , 2015, SUBJECT TO THE COMPANY'S RIGHT TO EXTEND THE EXPIRATION DATE FOR THE EXCHANGE OFFER (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION
(the "Exchange Agent")

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

U.S. Bank National Association
Global Corporate Trust Services
Attn: Specialized Finance
111 Fillmore Ave. East, EP-MN-WS2N
St. Paul, MN 55107

By Facsimile:
(651) 466-7372
Attention: Specialized Finance To Confirm by Telephone:
(800) 934-6802

For Information, Call:
(800) 934-6802

Delivery of this Letter of Transmittal (this "Letter") to an address other than as set forth above, or transmission of this Letter via facsimile other than as set forth above, will not constitute a valid delivery.

        The undersigned acknowledges that he or she has received the prospectus, dated                                    , 2015 (the "Prospectus"), of Flextronics International Ltd., a Singapore company (the "Company"), and this Letter, which together constitute the Company's offer to exchange up to $600,000,000 aggregate principal amount of the Company's outstanding, unregistered 4.750% Notes due 2025 (the "Original Notes") for an equivalent amount of registered 4.750% Notes due 2025 (the "Exchange Notes"), upon the terms and subject to the conditions set forth in the Prospectus and this Letter. The Original Notes and the Exchange Notes are sometimes referred to in this Letter together as the "Notes" and all references to the Notes include references to the related guarantees. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

        For each Original Note accepted for exchange by us, the holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. Interest on the Exchange Notes will accrue at a rate of 4.750% per year from the most recent interest payment date to or for which interest has been paid or duly provided (or if no interest has been paid or duly provided for, from the issue date of the Original Notes). Interest on the Exchange Notes will be payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2015. The Exchange Notes will mature on June 15, 2025, unless redeemed or repurchased prior to that date. The terms of the Exchange Notes will be substantially identical to the terms of the Original

Notes, except that the Exchange Notes will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes will not apply to the Exchange Notes.

        Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who will receive Exchange Notes in exchange for such Original Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Prospectus may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that it will make the Prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the effective date of the registration statement of which the Prospectus forms a part and (ii) the date on which a broker-dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities.

        The Company reserves the right, at any time or from time to time, to extend the exchange offer at its sole discretion, in which event the term "Expiration Date" for the exchange offer shall mean the latest time and date to which the exchange offer is extended. The Company intends to publicly announce any extension by making a timely release through an appropriate news agency.

        This Letter is to be completed by a holder of Original Notes either if certificates for such Original Notes are forwarded herewith or if a tender is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures For Tendering" and an Agent's Message (as defined below) is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent's Message in lieu of this Letter. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. The term "Book-Entry Confirmation" means confirmation of the book-entry tender of Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility.

Delivery of documents to the Book-Entry Transfer Facility in accordance with its procedures does not constitute delivery to the Exchange Agent.

        The method of delivery of Original Notes and this Letter and all other required documents to the Exchange Agent is at the election and risk of the holders. Instead of delivery by mail, the Company recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent before the Expiration Date. No Letter or Original Notes should be sent to the Company.

        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of Original Notes should be listed on a separate signed schedule affixed hereto.

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DESCRIPTION OF ORIGINAL NOTES
		1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
		Total
*	Need not be completed if Original Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered must be in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof (provided that no Original Note of an unauthorized denomination may be outstanding after such tender).

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CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number Transaction Code Number

        By crediting the Original Notes to the Exchange Agent's account at the Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the Exchange Agent an Agent's Message in which the holder of the Original Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

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CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

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CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged.

        The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Original Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title to the Original Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the Original Notes are accepted by the Company; (ii) the undersigned is not an "affiliate", as defined in Rule 405 under the Securities Act, of the Company or its subsidiaries; (iii) any Exchange Notes to be received by the undersigned will be acquired in the ordinary course of the undersigned's business; and (iv) at the time of commencement of the exchange offer it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes it will receive in the exchange offer.

        If the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned also acknowledges that the exchange offer is being made by the Company based upon the Company's understanding of interpretations by the staff of the Securities and Exchange Commission (the "SEC") as set forth in no-action letters issued to third parties (i.e. Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1998) ("Exxon Capital"), Morgan Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993)), that the Exchange Notes issued in exchange for the Original Notes pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holder is not an "affiliate", as defined in Rule 405 under the Securities Act, of the Company or its subsidiaries; (ii) such Exchange Notes received by the undersigned are acquired in the ordinary course of the undersigned's business; and (iii) such holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes.

        However, the Company has not sought its own no-action letter and therefore the staff of the SEC has not considered the exchange offer in the context of a no-action letter. There can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If a holder of Original Notes is an affiliate of the Company or its subsidiaries, acquires the Exchange Notes other than in the ordinary course of such holder's business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or

4

understanding with respect to the distribution of the Exchange Notes (or is otherwise participating in the exchange offer for the purpose of distributing the Exchange Notes), such holder cannot rely on the position of the Staff enunciated in Exxon Capital or interpretive letters to similar effect and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby.

        All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal of Tenders" section of the Prospectus.

        Unless otherwise indicated in the box entitled "Special Issuance Instructions" below, please deliver the Exchange Notes in the name of the undersigned or, in the case of a book-entry delivery of the Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes to the undersigned at the address shown above in the applicable box above.

5

THE UNDERSIGNED, BY COMPLETING THE APPLICABLE BOX OR BOXES ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

            To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person(s) whose signature (s) appear(s) on this Letter, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue Exchange Notes and/or Original Notes to:

Name(s):	(Please Type or Print)
Address:
	(Including Zip Code)
(Complete accompanying IRS Form W-9)

o	Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

            To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter or to such person(s) at an address other than shown in the box entitled "Description of Original Notes" on this Letter above.(Book-Entry Transfer Facility Account Number, if applicable)

Name(s):	(Please Type or Print)
Address:
	(Including Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES) OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying IRS Form W-9 below)

X:		,
X:		,
(Signature(s) of Registered Owner(s))	(Date)

Area Code and Telephone Number:

            If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

Title:

(Please Type or Print)

Capacity:

Address:

(Including Zip Code)

SIGNATURE GUARANTEE
(if Required by Instruction 3)

Signature Guaranteed by
an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Date:

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025
for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under
the Securities Act of 1933

Pursuant to the Prospectus, dated                        , 2015

1.     Delivery of this Letter and the Original Notes.

        This Letter or, in lieu thereof, an Agent's Message stating that the holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable by, this Letter, is to be completed by or received with respect to holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering" section of the Prospectus. Certificates for all physically tendered Original Notes (or a Book-Entry Confirmation in the case of Original Notes in global form), as well as a properly completed and duly executed Letter (or facsimile thereof) and any other documents required by this Letter (or, in lieu thereof, an Agent's Message), must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date. Original Notes tendered hereby in exchange for Exchange Notes must be in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof (provided that no Original Note of an unauthorized denomination may be outstanding after such tender).

        The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter or Original Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

        See "The Exchange Offer" section of the Prospectus.

2.     Partial Tenders (not applicable to holders of Original Notes who tender by book-entry transfer); Withdrawals.

        If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box(es) above entitled "Description of Original Notes—Principal Amount Tendered." A newly reissued certificate for the Original Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated by the tendering holder.

        A tender pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date. To be effective, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent prior to the Expiration Date; (ii) specify the name of the person who deposited the Original Notes to be withdrawn; (iii) identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes); (iv) be signed by the depositor in the same manner as the original signature on this Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and (v) specify the name in which any such Original Notes are to be registered, if different from that of the depositor. The Exchange Agent will return the properly

8

withdrawn Original Notes promptly following receipt of notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company, in its sole discretion, and such determination will be final and binding on all parties.

3.     Signatures on this Letter, Bond Powers and Endorsements; Guarantee of Signatures.

        If this Letter is signed by the registered holder(s) of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC's security position listing without alteration, enlargement or any change whatsoever.

        If any tendered Original Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

        If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

        When this Letter is signed by the registered holder(s) (which term, for the purposes described herein, shall include the Book-Entry Transfer Facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued to a person other than the registered holder(s), then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution (as defined below).

        If this Letter is signed by a person other than the registered holder(s) of any Original Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder's or holders' name(s) appear(s) on the Original Notes.

        If this Letter or any certificates of Original Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or other persons acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

        Signature on a Letter or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Original Notes are being or were tendered (i) by a registered holder who has not completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions" on the Letter or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity an "Eligible Institution").

4.     Special Issuance and Delivery Instructions.

        Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the exchange offer are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the

9

employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter.

5.     Tax Identification Number and Backup Withholding.

        U.S. federal income tax law generally requires that any reportable payments received by a holder in respect of a note be subject to backup withholding unless such holder provides the payor with such holder's correct Taxpayer Identification Number ("TIN") on IRS Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount that is currently 28% of all reportable payments of principal and interest.

        Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Such holders that are U.S. Holders should nevertheless complete the attached IRS Form W-9 below, and check the box marked "exempt" in Part 2, to avoid possible erroneous backup withholding. See the attached General Instructions on IRS Form W-9 (the "W-9 Instructions") for additional instructions. A non-U.S. holder should not use the IRS Form W-9. Instead, in order for a non-U.S. holder to qualify as an exempt recipient and not to be subject to backup withholding, such non-U.S. holder must give the Company a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), or other appropriate Form W-8. These forms may be obtained from the Internal Revenue Service's website, www.irs.gov.

        You are a U.S. Holder if you are, for U.S. federal income tax purposes, (i) a citizen or an individual resident of the United States (including a U.S. resident alien), (ii) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States or any political subdivision thereof or therein, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (a) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Internal Revenue Code, are authorized to control all substantial decisions of the trust; or (b) in general, the trust was in existence on August 20, 1996 and was treated as a U.S. person under the Internal Revenue Code on the previous day and made a valid election under applicable Treasury regulations to continue to be so treated.

        To prevent backup withholding on reportable payments, each tendering U.S. Holder of Original Notes must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying that the U.S. Holder is a U.S. citizen or other U.S. person, and that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Instructions for information on which TIN to report. If a U.S. Holder does not have a TIN, such holder should consult the W-9 Instructions for instructions on applying for a TIN.

        If backup withholding applies, the payor will withhold the appropriate percentage (currently 28%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of

10

tax withheld, if certain required information is timely provided to the IRS. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

6.     Transfer Taxes.

        Holders who tender their Original Notes for exchange will generally not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

7.     Waiver of Conditions.

        The Company reserves the right, in its sole discretion, to waive satisfaction of any or all conditions enumerated in the Prospectus at any time and from time to time prior to the Expiration Date.

8.     No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter or, in lieu thereof, an Agent's Message, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

        None of the Company, the Exchange Agent or any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

9.     Mutilated, Lost, Stolen or Destroyed Original Notes.

        Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.   Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025 for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2015

EX-99.02

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Exhibit 99.02

FLEXTRONICS INTERNATIONAL LTD.

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025
for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under
the Securities Act of 1933 (the "exchange offer")

Pursuant to the Prospectus, dated                        , 2015

To Our Clients:

        Enclosed for your consideration is a prospectus, dated                        , 2015 (the "Prospectus") and the related letter of transmittal (the "Letter of Transmittal"), relating to the offer of Flextronics International Ltd., a Singapore company (the "Company"), to exchange up to $600,000,000 aggregate principal amount of the Company's outstanding, unregistered 4.750% Notes due 2025 (the "Original Notes") for an equivalent amount of registered 4.750% Notes due 2025 (the "Exchange Notes"), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Original Notes and the Exchange Notes are sometimes referred to in this letter together as the "Notes" and all references to the Notes include references to the related guarantees. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

        The exchange offer is intended to satisfy certain obligations of the Company under the Registration Rights Agreement, dated as of June 8, 2015, among the Company, the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the several initial purchasers named therein. As set forth in the Prospectus, the terms of the Exchange Notes will be substantially identical to the terms of the Original Notes, except that the Exchange Notes will be registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes will not apply to the Exchange Notes.

        This material is being forwarded to you as the beneficial owner of the Original Notes carried by us for your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

        Please forward your instructions to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2015, subject to the Company's right to extend the expiration date for the exchange offer (such date and time, the "Expiration Date"). Any Original Notes tendered pursuant to the exchange offer may be withdrawn any time prior to the Expiration Date.

        Your attention is directed to the following:

1.

The exchange offer is for any and all Original Notes.



2.

The exchange offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer—Conditions to the Exchange Offer."



3.

The exchange offer expires at 11:59 p.m., New York City time, on the Expiration Date, unless extended by the Company.

        If you wish to have us tender your Original Notes, please instruct us to do so by completing, executing and returning to us the instruction form on the back of this letter.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

        The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the exchange offer made by the Company with respect to the Original Notes.

        This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

        Please tender the Original Notes held by you for the account of the undersigned as indicated below:

o

Please tender the Original Notes held by you for the account of the undersigned as indicated below:

	Aggregate Principal Amount of Original Notes
4.750% Notes due 2025	$	(must be in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof)

o

Please do not tender any Original Notes held by you for the account of the undersigned.

PLEASE SIGN HERE

X:	(Signature)	(Date)
(Type or Print Name)
(Address)
(Area Code and Telephone Number)
(Tax Identification or Social Security Number)

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

2

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Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025 for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under the Securities Act of 1933 (the "exchange offer") Pursuant to the Prospectus, dated , 2015
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
PLEASE SIGN HERE

EX-99.03

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Exhibit 99.03

FLEXTRONICS INTERNATIONAL LTD.

Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025
for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under
the Securities Act of 1933 (the "exchange offer")

Pursuant to the Prospectus, dated                        , 2015

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        Flextronics International Ltd., a Singapore company (the "Company"), hereby offers to exchange, upon and subject to the terms and conditions set forth in the prospectus dated                         , 2015 (the "Prospectus") and the related letter of transmittal (the "Letter of Transmittal"), up to $600,000,000 aggregate principal amount of the Company's outstanding, unregistered 4.750% Notes due 2025 (the "Original Notes") for an equivalent amount of registered 4.750% Notes due 2025 (the "Exchange Notes"). The Original Notes and the Exchange Notes are sometimes referred to in this letter together as the "Notes" and all references to the Notes include references to the related guarantees. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

        The exchange offer is intended to satisfy certain obligations of the Company under the Registration Rights Agreement, dated as of June 8, 2015, among the Company, the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the several initial purchasers named therein. As set forth in the Prospectus, the terms of the Exchange Notes will be substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes will be registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes will not apply to the Exchange Notes.

        Please contact your clients for whom you hold Original Notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, the following documents are enclosed:

1.

Prospectus dated                        , 2015;



2.

the Letter of Transmittal for your use and for the information of your clients;



3.

a form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer; and



4.

IRS Form W-9 (included with the Letter of Transmittal).

Your prompt action is requested. The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2015, subject to the Company's right to extend the expiration date for the exchange offer (such date and time, the "Expiration Date"). Any Original Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date.

        The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and related documents to the beneficial owners of the Original Notes held by them as nominee or in a fiduciary capacity. The Company has not retained any dealer-manager in connection with the exchange offer and will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

        To participate in the exchange offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal or an Agent's Message (as defined in the Letter of Transmittal) stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held

accountable under, the Letter of Transmittal, must be sent to the Exchange Agent and certificates representing the Original Notes (or confirmation of book-entry transfer of such Original Notes into the Exchange Agent's account at The Depository Trust Company) must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        Any inquiries you may have with respect to the exchange offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Flextronics International Ltd.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

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Offer to Exchange up to $600,000,000 Principal Amount of 4.750% Notes due 2025 for a Like Principal Amount of 4.750% Notes due 2025 which have been registered under the Securities Act of 1933 (the "exchange offer") Pursuant to the Prospectus, dated , 2015