10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2011

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              

Commission file number 0-23354

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Singapore	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2 Changi South Lane,
Singapore	486123
(Address of registrant’s principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(65) 6890 7188

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x     No 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 1, 2011
Ordinary Shares, No Par Value	731,491,839

FLEXTRONICS INTERNATIONAL LTD.

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Report of Independent Registered Public Accounting Firm	3
	Condensed Consolidated Balance Sheets (unaudited) — July 1, 2011 and March 31, 2011	4
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month Periods Ended July 1, 2011 and July 2, 2010	5
	Condensed Consolidated Statements of Cash Flows (unaudited) — Three-Month Periods Ended July 1, 2011 and July 2, 2010	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	(Removed and Reserved)	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		27

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Flextronics International Ltd.
Singapore

We have reviewed the accompanying condensed consolidated balance sheet of Flextronics International Ltd. and subsidiaries (the “Company”) as of July 1, 2011, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended July 1, 2011 and July 2, 2010. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Flextronics International Ltd. and subsidiaries as of March 31, 2011, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 23, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2011 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
August 9, 2011

3

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	As of			As of
	July 1, 2011			March 31, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,557,808		$	1,748,471
Accounts receivable, net of allowance for doubtful accounts of $12,870 and $13,388 as of July 1, 2011 and March 31, 2011, respectively	2,911,020			2,629,633
Inventories	3,738,298			3,550,286
Other current assets	1,361,658			1,125,809
Total current assets	9,568,784			9,054,199
Property and equipment, net	2,188,093			2,141,063
Goodwill and other intangible assets, net	204,023			213,083
Other assets	222,231			224,807
Total assets	$	12,183,131		$	11,633,152
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings, current portion of long-term debt and capital lease obligations	$	179,625		$	21,179
Accounts payable	5,528,148			5,081,898
Accrued payroll	387,898			381,188
Other current liabilities	1,515,628			1,344,666
Total current liabilities	7,611,299			6,828,931
Long-term debt and capital lease obligations, net of current portion	2,034,124			2,199,195
Other liabilities	301,247			310,330
Commitments and contingencies (Note 10)
Shareholders’ equity
Ordinary shares, no par value; 804,526,625 and 830,745,010 shares issued, and 730,775,553 and 756,993,938 outstanding as of July 1, 2011 and March 31, 2011, respectively	8,682,070			8,865,556
Treasury stock, at cost; 73,751,072 shares as of July 1, 2011 and March 31, 2011	(523,110		)	(523,110		)
Accumulated deficit	(5,936,529		)	(6,068,504		)
Accumulated other comprehensive income	14,030			20,754
Total shareholders’ equity	2,236,461			2,294,696
Total liabilities and shareholders’ equity	$	12,183,131		$	11,633,152

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
Net sales	$	7,547,751	$	6,565,880
Cost of sales	7,147,529		6,195,062
Gross profit	400,222		370,818
Selling, general and administrative expenses	215,915		195,718
Intangible amortization	13,302		17,990
Interest and other expense, net	22,176		27,529
Income before income taxes	148,829		129,581
Provision for income taxes	16,854		11,403
Net income	$	131,975	$	118,178
Earnings per share:
Basic	$	0.18	$	0.15
Diluted	$	0.17	$	0.14
Weighted-average shares used in computing per share amounts:
Basic	746,762		810,637
Diluted	759,823		824,017

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three-Month Periods Ended
	July 1, 2011			July 2, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	131,975		$	118,178
Depreciation and amortization	116,027			111,464
Changes in working capital and other, net of acquisitions	(111,591		)	(140,878		)
Net cash provided by operating activities	136,411			88,764
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(123,254		)	(119,045		)
Proceeds from the disposition of property and equipment	10,584			20,710
Acquisition of businesses, net of cash acquired	(7,056		)	(477		)
Other investments and notes receivable, net	(362		)	(5,136		)
Net cash used in investing activities	(120,088		)	(103,948		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	817,966			512,350
Repayments of bank borrowings, long-term debt and capital lease obligations	(824,855		)	(589,506		)
Payments for repurchase of long-term debt	—			(7,029		)
Payments for repurchase of ordinary shares	(199,999		)	(104,875		)
Net proceeds from issuance of ordinary shares	4,237			2,203
Net cash used in financing activities	(202,651		)	(186,857		)
Effect of exchange rates on cash	(4,335		)	5,018
Net decrease in cash and cash equivalents	(190,663		)	(197,023		)
Cash and cash equivalents, beginning of period	1,748,471			1,927,556
Cash and cash equivalents, end of period	$	1,557,808		$	1,730,533

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  ORGANIZATION OF THE COMPANY

Flextronics International Ltd. (“Flextronics” or the “Company”) was incorporated in the Republic of Singapore in May 1990. The Company’s operations have expanded over the years by a combination of internal growth and acquisitions. The Company is a leading provider of advanced design and electronics manufacturing services (“EMS”) to original equipment manufacturers (“OEMs”) of a broad range of products in the following businesses: infrastructure; mobile communication devices; computing; consumer digital devices; industrial, semiconductor capital equipment, clean technology, aerospace and defense, and white goods; automotive and marine; and medical devices. The Company’s strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain services through which the Company designs, builds, ships and services a complete packaged product for its OEM customers. OEM customers leverage the Company’s services to meet their product requirements throughout the entire product life cycle.

The Company’s service offerings include rigid and flexible printed circuit board fabrication, systems assembly and manufacturing (including enclosures, testing services, materials procurement and inventory management), logistics, after-sales services (including product repair, warranty services, re-manufacturing and maintenance) and multiple component product offerings. Additionally, the Company provides market-specific design and engineering services ranging from contract design manufacturing (“CDM”), where the customer purchases services on a time and materials basis, to original product design and manufacturing services, where the customer purchases a product that was designed, developed and manufactured by the Company (commonly referred to as original design manufacturing, or “ODM”). ODM products are then sold by the Company’s OEM customers under the OEMs’ brand names. The Company’s CDM and ODM services include user interface and industrial design, mechanical engineering and tooling design, electronic system design and printed circuit board design.

2.  SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2011 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 1, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2012.

The first fiscal quarters ended on July 1, 2011 and July 2, 2010, respectively. The second fiscal quarter for the current year ends on September 30, 2011 and the second fiscal quarter of the prior year ended on October 1, 2010.  The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

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	As of		As of
	July 1, 2011		March 31, 2011
	(In thousands)
Cash and bank balances	$	1,038,992	$	1,372,711
Money market funds and time deposits	518,816		375,760
	$	1,557,808	$	1,748,471

Inventories

The components of inventories, net of applicable lower of cost or market write-downs, were as follows:

	As of		As of
	July 1, 2011		March 31, 2011
	(In thousands)
Raw materials	$	2,385,712	$	2,271,944
Work-in-progress	630,092		579,047
Finished goods	722,494		699,295
	$	3,738,298	$	3,550,286

Property and Equipment

Depreciation expense associated with property and equipment was approximately $102.7 million and $93.5 million for the three-month periods ended July 1, 2011 and July 2, 2010, respectively.

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the three-month period ended July 1, 2011:

	Amount
	(In thousands)
Balance, beginning of the year	$	93,207
Acquisition (1)	3,535
Purchase accounting adjustment (2)	280
Foreign currency translation adjustments	355
Balance, end of the quarter	$	97,377

(1)The amount is attributable to one acquisition during the three-month period ended July 1, 2011 that was not significant to the Company. The aggregate cash paid for this acquisition was approximately $6.2 million, net of cash acquired.

(2)The amount is attributable to purchase accounting adjustments for a historical acquisition that was not significant to the Company, resulting from management’s review of the valuation of assets and liabilities completed in a period subsequent to the respective acquisition, based on management’s estimates. The effects of the adjustments, had they been made at time of acquisition, would not have had a significant impact on the balance sheet, statement of operations, or statement of cash flows for the periods subsequent to that date.

The components of acquired intangible assets are as follows:

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	As of July 1, 2011							As of March 31, 2011
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)							(In thousands)
Intangible assets:
Customer-related intangibles	$	375,028	$	(295,515	)	$	79,513	$	378,412	$	(283,732	)	$	94,680
Licenses and other intangibles	48,404		(21,271		)	27,133		44,915		(19,719		)	25,196
Total	$	423,432	$	(316,786	)	$	106,646	$	423,327	$	(303,451	)	$	119,876

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. Total intangible amortization expense was $13.3 million and $18.0 million during the three-month periods ended July 1, 2011 and July 2, 2010, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Amount
	(In thousands)
2012 (1)	$	31,684
2013	31,234
2014	21,173
2015	11,400
2016	5,669
Thereafter	5,486
Total amortization expense	$	106,646

(1)         Represents estimated amortization for the nine-month period ending March 31, 2012.

Other Current Assets

Other current assets includes approximately $681.3 million and $460.0 million as of July 1, 2011 and March 31, 2011, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see Note 8).

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued a new accounting standard which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements.  For the Company, this new guidance is effective as of April 1, 2012.

In May 2011, the FASB amended fair value measurement and disclosure guidance to achieve convergence with IFRS.  The amended guidance modifies the measurement of fair value, clarifies verbiage, and changes disclosure or other requirements in US GAAP and IFRS.  The guidance is effective for the Company as of January 1, 2012. The Company is currently evaluating the potential impact, if any, of the adoption of this guidance on its consolidated financial statements.

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments modify the criteria for recognizing revenue in multiple element arrangements. The Company adopted the provisions of this guidance prospectively to new or materially modified arrangements beginning April 1, 2011. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial position and results of operations.

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3.  STOCK-BASED COMPENSATION

During the three-month period ended July 1, 2011, the Company granted equity compensation awards under the 2010 Equity Incentive Plan (the “2010 Plan”). For further discussion of the 2010 Plan, refer to Note 2, “Summary of Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

The following table summarizes the Company’s stock-based compensation expense:

	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
	(In thousands)
Cost of sales	$	2,014	$	2,723
Selling, general and administrative expenses	10,263		11,767
Total stock-based compensation expense	$	12,277	$	14,490

For the three-month period ended July 1, 2011, the Company granted 399,800 stock options, at a weighted average fair value per option of $2.67.  Total unrecognized compensation expense related to stock options is $24.3 million, net of estimated forfeitures, and will be recognized over a weighted average vesting period of 1.4 years.

As of July 1, 2011, the number of options outstanding and exercisable was 52.9 million and 40.2 million, respectively, at weighted average exercise prices of $7.69 and $8.41, respectively.

The following table summarizes restricted share unit award activity for the Company’s equity compensation plans during the three-month period ended July 1, 2011:

	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested restricted share unit awards as of March 31, 2011	13,801,942		$	8.04
Granted	7,684,068		6.70
Vested	(1,650,212	)	10.40
Forfeited	(1,816,685	)	10.48
Unvested restricted share unit awards as of July 1, 2011	18,019,113		$	7.01

Of the 7.7 million restricted share unit awards granted during the three-month period ended July 1, 2011, approximately 1.5 million represents the target amount of grants made to certain key employees whereby vesting is contingent on meeting a certain market condition. The number of shares that ultimately will vest are based on a measurement of Flextronics’s total shareholder return against the Standard and Poor’s (“S&P”) 500 Composite Index and will vest over a period of four years. The actual number of shares issued can range from zero to 2.2 million.  The grant-date fair value of these awards was estimated to be $7.78 per share and was calculated using a Monte Carlo simulation.

During the three-month period ended July 1, 2011, approximately 158,000 restricted share unit awards were granted to certain key employees whereby vesting is contingent upon meeting both a service requirement and achievement of longer-term Company performance goals.

As of July 1, 2011, total unrecognized compensation expense related to unvested restricted share unit awards is $81.0 million, net of estimated forfeitures, and will be recognized over a weighted average vesting period of 3.3 years. Approximately $12.9 million of the unrecognized compensation cost is related to awards whereby vesting is contingent on meeting a certain market condition.

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4.  EARNINGS PER SHARE

The following table reflects the basic and diluted weighted-average ordinary shares outstanding used to calculate basic and diluted earnings per share:

	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
	(In thousands, except per share amounts)
Basic earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding	746,762		810,637
Basic earnings per share	$	0.18	$	0.15
Diluted earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding	746,762		810,637
Weighted-average ordinary share equivalents from stock options and awards (1)	13,061		13,380
Weighted-average ordinary shares and ordinary share equivalents outstanding	759,823		824,017
Diluted earnings per share	$	0.17	$	0.14

(1)Ordinary share equivalents from stock options to purchase approximately 26.7 million shares outstanding during the three-month periods ended July 1, 2011 and July 2, 2010, were excluded from the computation of diluted earnings per share primarily because the exercise price of these options was greater than the average market price of the Company’s ordinary shares during the respective periods.

5.  COMPREHENSIVE INCOME

The following table summarizes the components of comprehensive income, net of tax:

	Three-Month Periods Ended
	July 1, 2011			July 2, 2010
	(In thousands)
Net income	$	131,975		$	118,178
Other comprehensive income:
Foreign currency translation adjustment	73			(9,319		)
Unrealized loss on derivative instruments, and other losses	(6,797		)	(3,192		)
Comprehensive income	$	125,251		$	105,667

6.  BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

As of July 1, 2011 and March 31, 2011, there were $160.0 million in borrowings outstanding under the Company’s five-year $2.0 billion revolving credit facility due May 2012.  The Company reclassified the balance to a current liability during the three-month period ended July 1, 2011.  The Company was in compliance with the covenants under each of its debt facilities as at July 1, 2011.

Fair Values

As of July 1, 2011, the approximate fair value of the Company’s debt outstanding under its $1.7 billion Term Loan Agreement was 98.9% of the face values of the debt obligations, respectively, based on broker trading prices.  The Company’s Asia Term Loans are not traded publicly; however, as the pricing, maturity and other pertinent terms of these loans closely approximate those of the $1.7 billion Term Loan Agreement, management estimates the respective fair values would be approximately the same.

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Interest Expense

During the three-month periods ended July 1, 2011 and July 2, 2010, the Company recognized interest expense of $16.3 million and $31.3 million, respectively, on its debt obligations outstanding during the period.

7.  FINANCIAL INSTRUMENTS

Foreign Currency Contracts

The Company enters into forward contracts and foreign currency swap contracts to manage the foreign currency risk associated with monetary accounts and anticipated foreign currency denominated transactions.  The Company hedges committed exposures and does not engage in speculative transactions.  As of July 1, 2011, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $2.7 billion as summarized below:

12

Currency	Buy/Sell	Foreign Currency Amount	Notional Contract Value in USD
		(In thousands)
Cash Flow Hedges
CNY	Buy	1,503,500	$	232,610
EUR	Buy	25,374	36,692
EUR	Sell	16,359	23,111
HUF	Buy	13,891,000	75,713
ILS	Buy	163,200	47,782
MXN	Buy	1,534,900	130,722
MYR	Buy	376,950	124,839
SGD	Buy	71,200	57,957
Other	Buy	N/A	72,981
			802,407
Other Forward/Swap Contracts
BRL	Buy	47,400	30,268
BRL	Sell	108,200	69,093
CAD	Buy	46,690	47,790
CAD	Sell	71,925	73,488
EUR	Buy	143,237	207,416
EUR	Sell	232,426	336,655
GBP	Buy	13,924	22,427
GBP	Sell	35,777	57,279
HUF	Buy	6,441,100	35,107
HUF	Sell	8,387,800	45,718
JPY	Buy	5,025,027	62,475
JPY	Sell	2,915,946	36,133
MXN	Buy	758,110	64,566
MXN	Sell	247,020	21,038
MYR	Buy	152,853	50,622
SEK	Buy	2,458,189	388,344
SEK	Sell	1,181,001	186,750
Other	Buy	N/A	109,740
Other	Sell	N/A	54,971
			1,899,880
Total Notional Contract Value in USD			$	2,702,287

Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards.  Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of Interest and other expense, net in the Condensed Consolidated Statement of Operations.  Gains or losses from fair value adjustments for these instruments are designed to offset losses and gains from the Company’s revaluation of monetary assets and liabilities denominated in a non-functional currency.  As of July 1, 2011 and March 31, 2011, the Company also has included net deferred gains and losses, respectively, in other comprehensive income, a component of shareholders’ equity in the Condensed Consolidated Balance Sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. These deferred gains and losses were not material, and the deferred losses as of July 1, 2011 are expected to be recognized as a component of cost of sales over the next twelve-month period. The gains and losses recognized in earnings due

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to hedge ineffectiveness were not material for all fiscal periods presented and are included as a component of Interest and other expense, net in the Condensed Consolidated Statements of Operations.

The following table presents the Company’s assets and liabilities related to foreign currency contracts measured at fair value on a recurring basis as of July 1, 2011, aggregated by level in the fair-value hierarchy within which those measurements fall:

	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Foreign currency contracts	$	—	$	26,485		$	—	$	26,485
Liabilities:
Foreign currency contracts	—		(11,104		)	—		(11,104		)
Total:	$	—	$	15,381		$	—	$	15,381

There were no transfers between levels in the fair value hierarchy during the three-month period ended July 1, 2011.  The Company’s foreign currency forward contracts are measured on a recurring basis at fair value based on foreign currency spot and forward rates quoted by banks or foreign currency dealers.

The following table presents the fair value of the Company’s derivative instruments located on the Condensed Consolidated Balance Sheet utilized for foreign currency risk management purposes at July 1, 2011:

	Fair Values of Derivative Information
	Asset Derivatives			Liability Derivatives
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	15,351	Other current liabilities	$	(1,317	)
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	11,134	Other current liabilities	$	(9,787	)

8.  TRADE RECEIVABLES SECURITIZATION

The Company sells trade receivables under two asset-backed securitization programs and under an accounts receivable factoring program.

Asset-Backed Securitization Programs

The Company continuously sells designated pools of trade receivables under its Global Asset-Backed Securitization Agreement (the “Global Program”) and its North American Asset-Backed Securitization Agreement (the “North American Program,” collectively, the “ABS Programs”) to affiliated special purpose entities, 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.  The investment limits by the financial institutions are $500.0 million for the Global Program and $300.0 million for the North American Program and require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.

Servicing fees recognized during the three-month periods ended July 1, 2011 and July 2, 2010 were not material and are included in Interest and other expense, net within the Condensed Consolidated Statements of Operations.  As

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the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

As of July 1, 2011, approximately $1.3 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of $601.7 million and deferred purchase price receivables of approximately $681.3 million.  The deferred purchase price receivables are included in other current assets as of July 1, 2011 and are valued using unobservable inputs (i.e., level three inputs), primarily discounted cash flow, and due to its high credit quality and short maturity their fair value approximated book value.  There were no write-offs, fair value adjustments or other transfers between levels in the fair value hierarchy for the deferred purchase price receivables during the three-month period ended July 1, 2011.  As of March 31, 2011, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $545.0 million and deferred purchase price receivables of approximately $460.0 million.  Retained interests consisted primarily of the Company’s investment participation in the sold receivables and were carried at the expected recovery amount of the related receivables; such amounts were included in other current assets in the Condensed Consolidated Balance Sheets.

As of July 1, 2011 and March 31, 2011, the accounts receivable balances that were sold under the ABS Programs were removed from the Condensed Consolidated Balance Sheets, and the net cash proceeds received by the Company were included as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.  As discussed more fully in the Company’s Annual Report on Form 10-K, upon adoption of two new accounting standards on April 1, 2010, the balance of receivables sold for cash under the Global Program as of March 31, 2010, totaling $217.1 million, was recorded as accounts receivables and short-term bank borrowings in the opening balance sheet of fiscal 2011. Upon collection of these receivables the Company recorded cash from operations offset by repayments of bank borrowings from financing activities in the Condensed Consolidated Statements of Cash Flows during the three-month period ended July 2, 2010. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in Interest and other expense, net in the Condensed Consolidated Statements of Operations; such amounts were $3.3 million and $2.1 million for the three-month periods ended July 1, 2011, and July 2, 2010, respectively.

For the three-month period ended July 1, 2011, cash flows from sales of receivables in which the Company maintained a continuing involvement as a result of the deferred purchase price consisted of approximately $1.2 billion for transfers of receivables (of which approximately $0.1 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers) and approximately $0.9 billion for collections on the deferred purchase price assets received upon the initial transfers. For the three-month period ended July 2, 2010, cash flows from sales of receivables in which the Company maintained a continuing involvement as a result of the deferred purchase price consisted of approximately $0.4 billion for transfers of receivables (of which approximately $0.2 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers) and approximately $0.5 billion for collections on the deferred purchase price assets received upon the initial transfers.

Trade Accounts Receivable Sale Programs

The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $54.1 million and $109.7 million as of July 1, 2011 and March 31, 2011, respectively. For the three-month periods ended July 1, 2011 and July 2, 2010, total accounts receivable sold to certain third party banking institutions was approximately $489.2 million and $472.6 million, respectively. The receivables that were sold were removed from the Condensed Consolidated Balance Sheets and were reflected as cash provided by operating activities in the Condensed Consolidated Statement of Cash Flows.

9.  RESTRUCTURING CHARGES

The Company did not incur restructuring charges during the three-month periods ended July 1, 2011 and July 2, 2010 and has completed essentially all activities associated with previously announced plans. During the three-month period ended July 1, 2011 the Company paid $2.9 million for restructuring charges primarily incurred in fiscal year 2010 and prior, and the remaining restructuring accrual as at July 1, 2011 was not significant.

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Additionally, there were no changes to any of the previously announced plans in the current period.

10.  COMMITMENTS AND CONTINGENCIES

On June 4, 2007, a shareholder class action lawsuit was filed in Santa Clara County Superior Court. The lawsuit arises out of the merger with Solectron Corp. in 2007 and other defendants include selected officers of the Company, Solectron and Solectron’s former directors and officers. On behalf of the class, the plaintiff seeks compensatory, rescissory, and other forms of damages, as well as attorneys’ fees and costs. The plaintiff does not seek a jury trial.  On August 12, 2010, the Court certified a class of all former Solectron shareholders that were entitled to vote and receive cash or shares of the Company’s stock in exchange for their shares of Solectron stock following the merger. On April 21, 2011, the Court granted a request by the plaintiff’s counsel to withdraw as class counsel, and ordered the plaintiff to retain new counsel by June 24, 2011. The plaintiff failed to do so, thus on June 28, 2011, the Court issued an order to show cause why the case should not be dismissed and the hearing is scheduled for August 12, 2011.  The Company believes that the claims are without merit and any possible losses resulting from such claims would not be material to the financial statements as a whole.

In addition, from time to time, the Company is subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any possible losses resulting from these matters that are in excess of amounts already accrued in its consolidated balance sheet would not be material to the financial statements as a whole.

11.  SHARE REPURCHASE PLAN

On March 23, 2011, the Company’s Board of Directors authorized the repurchase of up to $200.0 million of the Company’s outstanding ordinary shares.  Share repurchases are made in the open market at such times and in such amounts as management deems appropriate.  The timing and number of shares repurchased depends on a variety of factors including price, market conditions and applicable legal requirements.  The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.  During the three-month period ended July 1, 2011, the Company repurchased approximately 29.0 million shares for an aggregate purchase price of $200.0 million, and retired all of these shares.

On July 18, 2011, the Company’s Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company’s outstanding ordinary shares, subject to shareholder approval at the 2011 Extraordinary General Meeting of the Company’s Share Purchase Mandate. The Share Purchase Mandate was approved by the Company’s shareholders at the 2011 Extraordinary General Meeting on July 22, 2011.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise specifically stated, references in this report to “Flextronics,” “the Company,” “we,” “us,” “our” and similar terms mean Flextronics International Ltd. and its subsidiaries.

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” 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. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section, as well as in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2011. 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. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

We are a leading global provider of advanced design and electronics manufacturing services (“EMS”) to original equipment manufacturers (“OEMs”) of a broad range of products. In the current quarter, we recast our previously defined five markets into four markets to better align our market focus.  These four new markets are as follows: High Reliability Solutions, which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions, which includes our mobile/smart phone business, consumer electronics, including game consoles and printers, enterprise PC business and our ODM personal computing business which we are exiting; Industrial & Emerging Industries, which is comprised of our industrial, semiconductor capital equipment and clean technology businesses; and Integrated Network Solutions, which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses.

We provide a full range of vertically-integrated global supply chain services through which we can design, build, ship and service a complete packaged product for our customers. Customers leverage our services to meet their product requirements throughout the entire product life cycle. Our vertically-integrated service offerings include: design services; rigid printed circuit board and flexible circuit board fabrication; systems assembly and manufacturing; logistics; after-sales services; and multiple component product offerings, including camera modules for consumer products such as mobile devices and power supplies for computing and other electronic devices.

We are one of the world’s largest EMS providers, with revenues of $7.5 billion during the three-month period ended July 1, 2011, and $28.7 billion in fiscal year 2011.  As of March 31, 2011, our total manufacturing capacity was approximately 27.0 million square feet.  We design, build, ship and service electronics products for our customers through a network of facilities in 30 countries across four continents.  The following tables set forth net sales and net property and equipment, by country, based on the location of our manufacturing sites:

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	Three-Month Periods Ended
Net sales:	July 1, 2011		July 2, 2010
	(In thousands)
China	$	3,199,446	$	2,275,329
Mexico	867,772		959,402
U.S.	745,209		807,241
Malaysia	642,042		647,914
Hungary	575,884		571,756
Other	1,517,398		1,304,238
	$	7,547,751	$	6,565,880

	As of		As of
Long-lived assets, net:	July 1, 2011		March 31, 2011
	(In thousands)
China	$	902,852	$	874,031
Mexico	331,484		341,719
Malaysia	179,022		162,615
Hungary	160,711		157,643
U.S.	135,637		136,081
Other	478,387		468,974
	$	2,188,093	$	2,141,063

We believe that the combination of our extensive design and engineering services, significant scale and global presence, vertically-integrated end-to-end services, advanced supply chain management, industrial campuses in low-cost geographic areas and operational track record provide us with a competitive advantage in the market for designing, manufacturing and servicing electronics products for leading multinational and regional OEMs.  Through these services and facilities, we offer our OEM customers the ability to simplify their global product development, manufacturing process, and after sales services, and enable them to achieve meaningful time to market and cost savings.

We use a portfolio management concept to manage our extensive service offering. As our OEM customers change in the way they go to market, we reorganize and rebalance our business portfolio in order to optimize our operating results. The objective of our operating model is to allow us to redeploy and reposition our assets and resources across all the markets we serve.  During the three-month period ended July 1, 2011, we announced that we will be exiting the ODM personal computing business due to declining operating margins and performance metrics, as the business generated $663.2 million in sales and sustained operating losses which approximated $19.0 million for the quarter.  We believe we are on target to be fully exited from this business by the end of the fiscal year 2012 and estimate operating losses of approximately $20.0 million for each of the next two quarters.  We expect benefits from our ability to redeploy the associated assets into other parts of our business.

Our operating results are affected by a number of factors, including the following:

·changes in the macroeconomic environment and related changes in consumer demand;

·the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;

·the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;

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·our increased components offerings which have required that we make substantial investments in the resources necessary to design and develop these products, and the continuing operating losses which this business has been experiencing;

·our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;

·our increased design service business offering and related investments and start-up and production ramping costs;

·the effect on our business due to our customers’ products having short product life cycles;

·our customers’ ability to cancel or delay orders or change production quantities;

·our customers’ decision to choose internal manufacturing instead of outsourcing for their product requirements;

·our exposure to financially troubled customers; and

·integration of acquired businesses and facilities.

Our business has been subject to seasonality primarily due to our High Velocity market, which includes our mobile and consumer devices businesses which historically exhibit particular strength toward the end of the calendar year in connection with the holiday season.

In our Annual Report on Form 10-K for the fiscal year ended March 31, 2011, we stated that we were analyzing the impacts on our industry related to the recent Japan earthquake and tsunami as many large suppliers of semiconductors and other electronic components are based in Japan.  As of July 1, 2011, we have not experienced any material effects to our revenues or operations and do not expect the events in Japan to have any significant impact to our consolidated annual revenues or operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

We believe the accounting policies discussed under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011, affect our more significant judgments and estimates used in the preparation of the Condensed Consolidated Financial Statements.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Note 2, “Summary of Accounting Policies” of the Notes to Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales. The financial information and the discussion below should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this document. In addition, reference should be made to our audited Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2011 Annual Report on Form 10-K.

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	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
Net sales	100.0	%	100.0	%
Cost of sales	94.7		94.4
Gross profit	5.3		5.6
Selling, general and administrative expenses	2.8		3.0
Intangible amortization	0.2		0.3
Interest and other expense, net	0.3		0.3
Income before income taxes	2.0		2.0
Provision for income taxes	0.2		0.2
Net income	1.8	%	1.8	%

Net sales

Net sales during the three-month period ended July 1, 2011 totaled $7.5 billion, representing an increase of approximately $1.0 billion, or 15%, from $6.6 billion during the three-month period ended July 2, 2010, primarily due to an improved macroeconomic environment that led to increased demand for our OEM customers end products.

Sales increased across all of the markets we serve, consisting of: (i) $146.1 million in the High Reliability Solutions market, (ii) $427.0 million in the High Velocity market, (iii) $128.1 million in the Industrial and Emerging Industries market, and (iv) $280.7 million in the Integrated Network Solutions market. Net sales increased $950.0 million in Asia, $122.2 million in the Europe, and decreased $90.0 million in the Americas.

The following table sets forth net sales by market:

	Three-Month Periods Ended
Markets:	July 1, 2011		July 2, 2010
	(In thousands)
High Velocity Solutions	$	3,061,314	$	2,634,352
Integrated Network Solutions	2,769,819		2,489,074
Industrial & Emerging Industries	1,149,971		1,021,861
High Reliability Solutions	566,647		420,593
	$	7,547,751	$	6,565,880

Our ten largest customers during the three-month periods ended July 1, 2011 and July 2, 2010 accounted for approximately 55% and 48% of net sales, respectively, with only Hewlett-Packard accounting for greater than 10% of our net sales during the three-month period ending July 1, 2011 and no customer accounting for greater than 10% of our net sales during the three-month period ended July 2, 2010.

Gross profit

Gross profit is affected by a number of factors, including the number and size of new manufacturing programs, product mix, component costs and availability, product life cycles, unit volumes, pricing, competition, new product introductions, capacity utilization and the expansion and consolidation of manufacturing facilities. Gross profit during the three-month period ended July 1, 2011 increased $29.4 million to $400.2 million, or 5.3% of net sales, from $370.8 million, or 5.6% of net sales, during the three-month period ended July 2, 2010. The increase in gross profit was primarily attributable to increased net sales across all of our markets. The decrease in gross margin was attributable to a higher mix of low-margin products, including products in the ODM personal computing business.

Selling, general and administrative expenses

Selling, general and administrative expenses, or SG&A, amounted to $215.9 million, or 2.8% of net sales, during

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the three-month period ended July 1, 2011, increasing $20.2 million from $195.7 million, or 3.0% of net sales, during the three-month period ended July 2, 2010.  The increase in absolute dollars was directly the result of an increase in headcount for various corporate support activities as well as other general infrastructure costs necessary to support the growth of our operations.  The overall decrease in SG&A as a percentage of sales during the three-month period ended July 1, 2011 was primarily due to our significant increase in sales as we were able to leverage our SG&A percentage down.

Intangible amortization

Amortization of intangible assets during the three-month period ended July 1, 2011 decreased by $4.7 million to $13.3 million from $18.0 million during the three-month period ended July 2, 2010, primarily due to the use of the accelerated method of amortization for certain customer related intangibles, which results in decreasing expense over time.

Interest and other expense, net

Interest and other expense, net was $22.2 million during the three-month period ended July 1, 2011 compared to $27.5 million during the three-month period ended July 2, 2010, a decrease of $5.3 million that was primarily attributable to a reduction in interest expense. The reduction was principally due to the expiration of interest rate swaps by January 2011, which had fixed rates greater than the floating rates received under the agreements. The decrease was also, to a lesser extent, attributable to lower interest rates resulting from the Company’s refinancing $542.1 million of certain subordinated notes during FY11 with its lower rate revolving credit facility and Asia term loans.

Income taxes

Certain of our subsidiaries have, at various times, been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. Refer to Note 8, “Income Taxes,” of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 for further discussion.

We have tax loss carryforwards attributable to operations for which we have recognized deferred tax assets.  Our policy is to provide a reserve against those deferred tax assets that in our estimate are not more likely than not to be realized.

The consolidated effective tax rate was 11.3% and 8.8% for the three-month periods ended July 1, 2011 and July 2, 2010 respectively, and varies from the Singapore statutory rate of 17.0 % depending on the amount of earnings from different jurisdictions, operating loss carryforwards, income tax credits, changes in previously established valuation allowances for deferred tax assets based upon our current analysis of the realizability of these deferred tax assets, as well as certain tax holidays and incentives granted to our subsidiaries primarily in China, Malaysia, Israel, Poland and Singapore. We generate most of our revenues and profits from operations outside of Singapore. We currently do not anticipate a significant impact to our effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions.

The effective tax rate of 11.3% for the three month period ended July 1, 2011 is higher than the 3.1% effective rate  reported for the year ended March 31, 2011 and the 8.8% effective rate for the three-month period ended July 2, 2010 primarily as a result of tax benefits recorded in those periods for reversals of valuation allowances and reductions in liabilities for uncertain tax positions, which are recorded on a discreet basis in the quarter in which circumstances change and indicate an adjustment to income tax assets or liabilities is required.

LIQUIDITY AND CAPITAL RESOURCES

As of July 1, 2011, we had cash and cash equivalents of approximately $1.6 billion and bank and other borrowings of approximately $2.2 billion. We also have a $2.0 billion credit facility that expires in May 2012 under which we had $160.0 million in borrowings outstanding as of July 1, 2011, which is included in the $2.2 billion of borrowings above.  As of July 1, 2011, we were in compliance with the covenants under each of our credit facilities.

Cash provided by operating activities was $136.4 million during the three-month period ended July 1, 2011. This resulted primarily from $132.0 million of net income for the period before adjustments to include approximately $116.0 million of non-cash expenses for depreciation and amortization. Primarily due to higher sales and anticipated growth, our operating assets and liabilities increased $111.6 million on a net basis primarily from increases in accounts receivable and other current assets of $477.7 million and inventory of $176.0 million, partially offset by increases in accounts payable of $396.6 million and other current liabilities of $153.7 million.

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Accounts receivable sold under our Asset-Backed Securitization Programs totaling $1.3 billion were removed from our Condensed Consolidated Balance Sheet as of July 1, 2011.  We received approximately $601.7 million in cash from the sales and our deferred purchase price receivable was approximately $681.3 million and was recorded in other current assets in the Condensed Consolidated Balance Sheet as of July 1, 2011.  For further information see Note 8 in our Notes to Condensed Consolidated Financial Statements.

For the quarterly periods indicated, certain key liquidity metrics were as follows:

	Three-Month Periods Ended
	July 1, 2011	March 31, 2011	December 31, 2010	October 1, 2010	July 2, 2010
Days in trade accounts receivable	40 days	43 days	38 days	38 days	39 days
Days in inventory	47 days	50 days	44 days	45 days	46 days
Days in accounts payable	68 days	73 days	68 days	69 days	69 days
Cash conversion cycle	19 days	20 days	14 days	14 days	16 days

Days in trade accounts receivable was calculated as average accounts receivable for the quarter excluding the reduction in accounts receivable resulting from non-cash accounts receivable sales, divided by annualized sales for the current quarter by day. During the three-month period ended July 1, 2011, days in trade accounts receivable increased by one day to 40 days compared to the three-month period ended July 2, 2010. Deferred purchase price receivables included in the calculation of days in trade receivables were $681.3 million, $460.0 million, $821.2 million, $254.1 million and $111.2 million for the quarters ended July 1, 2011, March 31, 2011, December 31, 2010, October 1, 2010 and July 2, 2010, respectively. Deferred purchase price receivables are recorded in other current assets in the Condensed Consolidated Balance Sheets.

Days in inventory was calculated as the average inventory for the current and prior quarters divided by annualized cost of sales for the respective quarter by day.  During the three-month period ended July 1, 2011, days in inventory increased by one day compared to the three-month period ended July 2, 2010. The increase in days in inventory is primarily attributable to growth in inventory to accommodate higher anticipated sales.

Days in accounts payable was calculated as the average accounts payable for the current and prior quarters divided by annualized cost of sales for the respective quarter by day.  During the three-month period ended July 1, 2011, days in accounts payable decreased by one day to 68 days compared to the three-month period ended July 2, 2010 primarily due to the increase in cost of sales and material purchasing associated with our current quarter and anticipated higher sales volume.

Our average net working capital, defined as accounts receivable plus the deferred purchase price receivable from our asset-backed securitization programs plus inventory less accounts payable, as a percentage of annualized sales was approximately 6% for the quarter ended July 1, 2011, compared to 5% for the quarter ended July 2, 2010.

Our cash conversion cycle was calculated as the sum of inventory turns in days and days sales outstanding in accounts receivable less days payable outstanding in accounts payable.  During the three-month period ended July 1, 2011, our cash conversion cycle increased by 3 days to 19 days compared to the three-month period ended July 2, 2010, as both day sales outstanding and inventory days increased and day payables outstanding decreased.

Cash used by investing activities amounted to $120.1 million during the three-month period ended July 1, 2011.  This resulted primarily from $112.7 million in net capital expenditures for property and equipment, and $7.1 million for an acquisition completed during the three-month period ended July 1, 2011.

Our free cash flow, which we define as cash from operating activities less net purchases of property and equipment, was $23.7 million for the three-month period ended July 1, 2011 compared with negative free cash flow of $9.6 million for the quarter ended July 2, 2010.  We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities.

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Cash used in financing activities was $202.7 million during the three-month period ended July 1, 2011, which was primarily for the repurchase of 29.0 million of our ordinary shares.

Our cash balances are held in numerous locations throughout the world.  As of July 1, 2011 and March 31, 2011, substantially all of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore.  Although substantially all of the amounts held outside of Singapore could be repatriated, under current laws, a significant amount could be subject to income taxes withholdings. We provide for tax liabilities on these amounts for financial statement purposes, except for certain of our foreign earnings that are considered indefinitely reinvested outside of Singapore (approximately $500 million as of March 31, 2011). Repatriation could result in an additional income tax payment, however, our intent is to permanently reinvest these funds outside of Singapore and our current plans do not demonstrate a need to repatriate them to fund our operations. 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.

Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volumes of customer orders.

Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of equity and debt securities, bank debt and lease financings.  We also sell a designated pool of trade receivables under asset-backed securitization programs and sell certain trade receivables, which are in addition to the trade receivables sold in connection with these securitization agreements.

We anticipate that we will enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and anticipated growth. The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms.  We continue to asses our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.

On July 18, 2011, the Company’s Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company’s outstanding ordinary shares, subject to shareholder approval at the 2011 Extraordinary General Meeting of the Company’s Share Purchase Mandate. The Share Purchase Mandate was approved by the Company’s shareholders at the 2011 Extraordinary General Meeting on July 22, 2011.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended March 31, 2011.  There have been no material changes in our contractual obligations since March 31, 2011.

OFF-BALANCE SHEET ARRANGEMENTS

We sell a designated pool of trade receivables to unaffiliated financial institutions under our ABS programs, and in addition to cash, we receive a deferred purchase price receivable for the receivables sold. The deferred purchase price receivable we retain serves as additional credit support to the financial institution and is recorded at its estimated fair value.  The fair value of our deferred purchase price receivable was approximately $681.3 million as of July 1, 2011. For further information see Note 8 in our Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our exposure to market risk for changes in interest and foreign currency exchange rates for the three-month period ended July 1, 2011 as compared to the fiscal year ended March 31, 2011.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of July 1, 2011, the end of the quarterly fiscal period covered by this

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quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 1, 2011, such disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our first quarter of fiscal year 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 4, 2007, a shareholder class action lawsuit was filed in Santa Clara County Superior Court. The lawsuit arises out of the merger with Solectron Corp. in 2007 and other defendants include selected officers of the Company, Solectron and Solectron’s former directors and officers. On behalf of the class, the plaintiff seeks compensatory, rescissory, and other forms of damages, as well as attorneys’ fees and costs. The plaintiff does not seek a jury trial.  On August 12, 2010, the Court certified a class of all former Solectron shareholders that were entitled to vote and receive cash or shares of the Company’s stock in exchange for their shares of Solectron stock following the merger. On April 21, 2011, the Court granted a request by the plaintiff’s counsel to withdraw as class counsel, and ordered the plaintiff to retain new counsel by June 24, 2011. The plaintiff failed to do so, thus on June 28, 2011, the Court issued an order to show cause why the case should not be dismissed and the hearing is scheduled for August 12, 2011.  The Company believes that the claims are without merit and any possible losses resulting from such claims would not be material to the financial statements as a whole.

In addition, from time to time, the Company is subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any possible losses resulting from these matters that are in excess of amounts already accrued in its consolidated balance sheet would not be material to the financial statements as a whole.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2011, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our ordinary shares made by us for the period from April 1, 2011 through July 1, 2011.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 1 - April 30, 2011	—	$	—	—	$	200,000,000
May 1 - May 31, 2011	17,600,159	6.87		17,600,159	79,084,627
June 1 - July 1, 2011	11,370,900	6.95		11,370,900	—
Total	28,971,059	6.90		28,971,059

(1)	During the period from April 1, 2011 through July 1, 2011 all purchases were made pursuant to the program discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.
(2)	On March 23, 2011, the Company’s Board of Directors authorized the repurchase of up to $200.0 million of the Company’s outstanding ordinary shares.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

We currently expect to hold our 2012 Annual General Meeting of Shareholders (“AGM”) on August 30, 2012. Because the expected date of our 2012 AGM is more than 30 days later than the anniversary of our 2011 AGM, we have set a new deadline for the receipt of shareholder proposals submitted in accordance with SEC Rule 14a-8, for inclusion in our proxy materials for the 2012 AGM. In order to be considered timely, such proposals must be received by us no later than March 26, 2012. Any such shareholder proposals must be mailed to our U.S. corporate offices located at 847 Gibraltar Drive, Milpitas, California, 95035, U.S.A., Attention: General Counsel. Any such shareholder proposals may be included in our proxy statement for the 2012 annual general meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in applicable rules and regulations promulgated by the SEC. Shareholder proposals submitted outside the processes of SEC Rule 14a-8 are subject to the requirements of the Singapore Companies Act.

ITEM 6. EXHIBITS

Exhibits — See Index to Exhibits below.

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SIGNATURES

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

	FLEXTRONICS INTERNATIONAL LTD.
	(Registrant)
	/s/ Michael M. McNamara
	Michael M. McNamara
	Chief Executive Officer
	(Principal Executive Officer)
Date: August 9, 2011
	/s/ Paul Read
	Paul Read
	Chief Financial Officer
	(Principal Financial Officer)
Date: August 9, 2011

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EXHIBIT INDEX

Exhibit No.	Exhibit
10.01	Form of Restricted Share Unit Award under 2010 Equity Incentive Plan
10.02	Description of Annual Incentive Bonus Plan for Fiscal 2012
10.03	Compensation Arrangements of Certain Executive Officers of Flextronics International Ltd.
10.04	Summary of Directors’ Compensation
15.01	Letter in lieu of consent of Deloitte & Touche LLP.
31.01	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.02	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

*This exhibit is furnished with this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flextronics International Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

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EX-10.01

EXHIBIT 10.01

No.  «GrantID»

FLEXTRONICS INTERNATIONAL LTD.

2010 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (the “Agreement”) is made and entered into as of [«Grant Date»], (the “Effective Date”) by and between Flextronics International Ltd., a Singapore corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Flextronics International Ltd. 2010 Equity Incentive Plan (the “Plan”). The Participant understands and agrees that this Restricted Share Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of this Agreement. The Participant acknowledges receipt of a copy of Plan and the official prospectus for the Plan. A copy of the Plan and the official prospectus for the Plan are available in the UBS OneSource Library and at the offices of the Company and the Participant hereby agrees that the Plan and the official prospectus for the Plan are deemed delivered to the Participant.

PRIMARY INFORMATION
Participant:	«First» «Last»,
Target Shares:	«Target Shares»
Maximum Shares:	«Max Shares» (at 150% of Target)
Date of Grant:	«Grant Date»
Performance Criteria:	Vesting is based on the relative Total Shareholder Return (TSR) versus the S&P 500 Index.
Payout Table:	Payouts can range from 0 – 150% of the Target Shares based on the achievement levels set forth in the chart below:

Flextronics TSR as a percentage of the S&P 500 Index Average TSR		Awards Earned as a % of the Target
Maximum	Above 150% of S&P	150	%
	Above 125% of S&P	125	%
Target Shares	Above 100% of S&P	100	%
	Above 75% of S&P	75	%
Threshold	Above 50% of S&P	50	%
	Below 50% of S&P	0	%

Performance Period: Vesting is contingent on achieving the Performance Criteria, respectively, at the 3rd and 4th year anniversaries of June 15, 2011, as set forth more specifically in the definition of “Measurement Period”, below. 50% of the Maximum Shares are available for vesting based on achievement of the Performance Criteria on the 3rd anniversary, and 50% of the Maximum Shares are available for vesting based on achievement of the Performance Criteria on the 4th anniversary.

DEFINITIONS AND ADDITIONAL INFORMATION

S&P 500 Index:	The S&P 500 is a capitalization-weighted index operated by Standard and Poor’s and used as a “Leading Indicator” of United States economy. The Index trades with the ticker symbol of $SPX or ^GSPC.
Total Shareholder Return:	Total Shareholder Return (TSR) is used to represent the cumulative return of an investment and includes both the change in the stock price as well as Dividend Value from a specified start and ending period.  The formula for the calculation is as follows:
	TSR = (Price End - Price Begin + Dividend Value) / Price Begin
Payout Calculation:	The Payout Calculation is determined by comparing the Flextronics Total Shareholder Return as a percentage of the S&P 500 Index. The formula is as follows:
	Payout % = ((FLEX TSR% - S&P TSR%) / abs(S&P TSR%)) + 100%
Payout Interpolation:	If the minimum payout is not reached, then the shares will be forfeited. If performance payouts are reached, shares will be rewarded on an interpolated basis between 50% and 150% of the target shares per the Payout Table above. Fractional percentage points will be rounded to nearest % point and fractional shares awarded will be rounded down the nearest whole share.
20-Day Trading Average for Measuring Performance:	To avoid the effects of short-term price fluctuations, a 20-Day Trading Average will be used for measuring the Performance Criteria, and will be calculated using a basic average of Flextronics’s and the S&P 500’s Closing Prices on the previous 20 trading days prior to June 15, 2011 and Measurement Ending Dates.
	20-Day Trading Average = (Sum of Prior 20 day Closing Prices) / 20
Measurement Period:	The Measurement Period used to calculate the TSR will start on June 15, 2011 and end June 16, 2014 and June 15, 2015.
Vesting / Release Date:	If the Performance Criteria is met, shares will vest or be released on the next business day following the 3rd and 4th anniversaries of June 15th. Therefore, the respective Release Dates will be June 17, 2014 and June 16, 2015. Applicable tax withholding and reporting will be contingent on the Closing Price of Flextronics Stock on the Release Date.
Closing Price Methodology:	Only the Daily Closing Price will be used to determine Total Shareholder Return values as by reported by the Wall Street Journal or any other reputable financial services information provider.
Dividend Value and Stock Splits:	Dividends will be assumed reinvested at the Closing Price on the Payout Date and all calculations will be adjusted for Stock Splits.
EXAMPLES
Assumptions:

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The examples below assume that 90,000 Target Shares / 135,000 Maximum Shares are awarded and that Flextronics’s and the S&P Index 20-Day Trading Averages are $7.00 and $1,000 respectively on June 15, 2011.

Maximum Target:

	Price Begin		Dividend Value		Price End		TSR Calculation
S&P 500	$	1,000	$	100.00	$	1,100	(1,100 - 1,000 + 100) / 1,000 = 20%
Flextronics	$	7.00	$	0.00	$	10.50	(10.50 – 7.00 + 0) / 7.00 = 50%

Payout Calculation:	((50% - 20%) / 20%) + 100% = 250%
Target Awarded:	250% is above the 150% Maximum Target so Maximum Payout of 150% or 135,000 shares is achieved

Interpolated Target:

	Price Begin		Dividend Value		Price End		TSR Calculation
S&P 500	$	1,000	$	0.00	$	700	(700 - 1,000 + 0) / 1,000 = (30)%
Flextronics	$	7.00	$	0.00	$	5.25	(5.25 – 7.00 + 0) / 7.00 = (25)%

Payout Calculation:	((-25% + 30%) / 30%) +100% = 117%
Target Awarded:	117% is above the Minimum and below the Maximum Targets so an interpolated Payout of 117% of the Target Shares or 105,300 shares is achieved.

Forfeited:

	Price Begin		Dividend Value		Price End		TSR Calculation
S&P 500	$	1,000	$	0.00	$	1,200	(1,200 - 1,000 + 0) / 1,000 = 20%
Flextronics	$	7.00	$	0.00	$	7.65	(7.65 – 7 + 0) / 7.00 = 9.3%

Payout Calculation:	((9.3% - 20%) / 20%) +100% = 47%
Target Awarded:	47% is below the 50% Minimum Target so no Payout is achieved

1.Grant of RSU Award.

1.1Grant of RSU Award.  Subject to the terms and conditions of the Plan and this Agreement, including any country-specific terms set forth in Exhibit A to this Agreement, the Company hereby grants to the Participant an RSU Award for the number of ordinary shares set forth above under “RSU Award” (the “Shares”).

(a)Vesting Criteria.  The RSU Award shall vest, and the Shares shall be issuable to the Participant, according to the Vesting Criteria set forth above.  If application of the Vesting Criteria causes vesting of a fractional Share, such Share shall be rounded down to the nearest whole Share.  Shares that vest and are issuable pursuant to the Vesting Criteria are “Vested Shares.”

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(c)Termination of Service.  The RSU Award, all of the Company’s obligations and the Participant’s rights under this Agreement, shall terminate on the earlier of the Participant’s Termination Date (as defined in the Plan) or the date when all the Shares that are subject to the RSU Award have been allotted and issued, or forfeited in the case of any portion of the RSU Award that fails to vest.

(d)Allotment and Issuance of Vested Shares.  The Company shall allot and issue the Vested Shares as soon as practicable after such Shares have vested pursuant to the Vesting Criteria.  The Company shall have no obligation to allot and issue, and the Participant will have no right or title to, any Shares, and no Shares will be allotted and issued to the Participant, until satisfaction of the Vesting Criteria.

(e)No Obligation to Employ.  Nothing in the Plan or this Agreement shall confer on the Participant any right to continue in the employ of, or other relationship with, the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate the Participant’s employment or service relationship at any time, with or without cause.

(f)Nontransferability of RSU Award.  None of the Participant’s rights under this Agreement or under the RSU Award may be transferred in any manner other than by will or by the laws of descent and distribution.  Notwithstanding the foregoing, the Participants in the U.S. may transfer or assign the RSU Award to Family Members (as defined in the Plan) through a gift or a domestic relations order (and not in a transfer for value), or as otherwise allowed by the Plan.  The terms of this Agreement shall be binding upon the executors, administrators, successors and assigns of the Participant.

(g)Privileges of Share Ownership.  The Participant shall not have any of the rights of a shareholder until the Vested Shares are allotted and issued after the applicable vest date.

(h)Interpretation.  Any dispute regarding the interpretation of the terms and provisions with respect to the RSU Award and this Agreement shall be submitted by the Participant or the Company to the Committee for review.  The resolution of such a dispute by the Committee shall be final and binding on the Company and on the Participant.

1.2Title to Shares.  Title will be provided in the Participant’s individual name on the Company’s records unless the Participant otherwise notifies Stock Administration of an alternative designation in compliance with the terms of this Agreement and applicable laws.

2.Delivery.

2.1Deliveries by Participant.  The Participant hereby delivers to the Company this Agreement.

2.2Deliveries by the Company.  The Company will issue a duly executed share certificate or other documentation evidencing the Vested Shares in the name specified in Section 1.2 above upon vesting, provided the Participant has delivered and executed this Agreement prior to the applicable vesting date and has remained continuously employed by the Company or a Parent, Subsidiary, or Affiliate through each applicable vesting date.

3.Compliance with Laws and Regulations.  The issuance and transfer of the Shares to the Participant shall be subject to and conditioned upon compliance by the Company and the Participant with all applicable requirements of any share exchange or automated quotation system on which the

4

Company’s Ordinary Shares may be listed at the time of such issuance or transfer.  The Participant understands that the Company is under no obligation to register or qualify the Shares with the U.S. Securities and Exchange Commission, any state, local or foreign securities commission or any share exchange to effect such compliance.

4.Rights as Shareholder.  Subject to the terms and conditions of this Agreement, the Participant will have all of the rights of a shareholder of the Company with respect to the Vested Shares which have been allotted and issued to the Participant until such time as the Participant disposes of such Vested Shares.

5.Stop-Transfer Orders.

5.1Stop-Transfer Instructions.  The Participant agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company administers transfers of its own securities, it may make appropriate notations to the same effect in its own records.

5.2Refusal to Transfer.  The Company will not be required (i) to register in its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any Participant or other transferee to whom such Shares have been so transferred.

6.Taxes and Disposition of Shares.

6.1Tax Obligations.

(a)Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items arising out of the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer.  The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU Award, including but not limited to, the grant, vesting or issuance of Vested Shares underlying the RSU Award, the subsequent sale of Vested Shares acquired upon vesting and the receipt of any dividends; and (b) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSU Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through

5

a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award.

(c)To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.  If the obligation for the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Vested Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan.

(d)The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section.  The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

6.2Disposition of Shares.  Participant hereby agrees that the Participant shall make no disposition of the Shares (other than as permitted by this Agreement) unless and until the Participant shall have complied with all requirements of this Agreement applicable to the disposition of the Shares.

7.Nature of Grant.  In accepting the RSU Award, the Participant acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time;

(b)the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSU Awards, even if RSU Awards have been granted repeatedly in the past;

(d)all decisions with respect to future RSU Awards, if any, will be at the sole discretion of the Company;

(e)the Participant’s participation in the Plan is voluntary;

(f)the future value of the Shares underlying the RSU Award is unknown and cannot be predicted with certainty;

(g)no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSU Award resulting from a Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the RSU Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company and/or the Employer, waives the Participant’s ability, if any, to bring any such claim, and releases the Company and/or the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(h)for the Participants residing outside of the U.S.A.:

6

(A)the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;

(B)the RSU Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and

(C)in the event of the Participant’s Termination of Service (whether or not in breach of local labor laws), the Participant’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date of Termination of Service and; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of this RSU Award.

8.No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the sale of the Shares acquired upon vesting of the RSU Award.  The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

9.Data Privacy.

(a)The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU Award materials by and among, as applicable, the Employer, the Company and its Parent, Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(b)The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSU Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(c)The Participant understands that Data will be transferred to the Company stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections from the Participant’s country.  The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.  The Participant authorizes the Company, the Company stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan.  The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.  The Participant understands that he or she may, at any time, view Data, request additional information

7

about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  The Participant understands, however, that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

10.Successors and Assigns.  The Company may assign any of its rights under this Agreement.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth in this Agreement and in the Plan, this Agreement will be binding upon the Participant and the Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

11.Governing Law; Venue; Severability.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, excluding that body of laws pertaining to conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the RSU Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Agreement is made and/or to be performed.  If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

12.Notices.  Any notice required to be given or delivered to the Company shall be in writing and addressed to the Vice President of Finance of the Company at its corporate offices at 847 Gibraltar Drive, Milpitas, California 95035.  Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address indicated on the signature page hereto or to such other address as the Participant may designate in writing from time to time to the Company.  All notices shall be deemed effectively given upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), one (1) business day after its deposit with any return receipt express courier (prepaid), or one (1) business day after transmission by facsimile.

13.Headings.  The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.  All references herein to Sections will refer to Sections of this Agreement.

14.Language.  If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

15.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

16.Exhibit A.  Notwithstanding any provision in this Agreement to the contrary, the RSU Award shall be subject to any special terms and provisions as set forth in Exhibit A to this Agreement for the

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Participant’s country.  Moreover, if the Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  Exhibit A constitutes part of this Agreement.

17.Code Section 409A.  With respect to U.S. taxpayers, it is intended that the terms of the RSU Award will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent.  In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Participant, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. In that light, the Company makes no representation or covenant to ensure that the RSU Awards that are intended to be exempt from, or compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto.

18.Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSU Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19.Entire Agreement.  The Plan and this Agreement, together with all its Exhibits, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

FLEXTRONICS INTERNATIONAL LTD.	PARTICIPANT
By:	By:
Name:	Name:
Title:	Address:

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FLEXTRONICS INTERNATIONAL LTD. 2010 EQUITY INCENTIVE PLAN

EXHIBIT A TO THE

RESTRICTED SHARE UNIT AWARD AGREEMENT

FOR NON-U.S. PARTICIPANTS

Terms and Conditions

This Exhibit A includes additional terms and conditions that govern the RSU Award granted to the Participant under the Plan if the Participant resides in one of the countries listed below.  Certain capitalized terms used but not defined in this Exhibit A have the meanings set forth in the Plan and/or the Agreement.

Notifications

This Exhibit A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2010.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information in this Exhibit A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSU Award vests and Shares are issued to the Participant or the Participant sells Shares acquired upon vesting of the RSU Award under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result.  Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently working or transfers employment after the Date of Grant, the information contained herein may not be applicable to the Participant.

AUSTRIA

Notifications

Exchange Control Information.  If the Participant holds Shares acquired under the Plan outside of Austria, the Participant must submit a report to the Austrian National Bank.  An exemption applies if the value of the shares as of any given quarter does not exceed €30,000,000 or as of December 31 does not exceed €5,000,000.  If the former threshold is exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given.  The annual reporting date is December 31 and the deadline for filing the annual report is March 31 of the following year.

When the Participant sells Vested Shares issued under the Plan, there may be exchange control obligations if the cash received is held outside Austria.  If the transaction volume of all the Participant’s accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Consumer Protection Information.  To the extent that the provisions of the Austrian Consumer Protection Act are applicable to the Agreement and the Plan, the Participant may be entitled to revoke his or her acceptance of the Agreement if the conditions listed below are met:

(i)If the Participant accepts the RSU Award outside of the business premises of the Company, the Participant may be entitled to revoke his or her acceptance of the Agreement, provided the revocation is made within one week after the Participant accepts the Agreement.

(ii)The revocation must be in written form to be valid.  It is sufficient if the Participant returns the Agreement to the Company or the Company’s representative with language that can be understood as the Participant’s refusal to conclude or honor the Agreement, provided the revocation is sent within the period set forth above.

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BRAZIL

Notifications

Compliance with Law.  By accepting the RSU Award, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the RSU Award, the receipt of any dividends, and the sale of Vested Shares issued under the Plan.

Exchange Control Information.  If the Participant is a resident or domiciled in Brazil, he or she will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000 (approximately BRL175,950 as of July 2010).  Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the Participant’s date of admittance as a resident of Brazil. Assets and rights that must be reported include Shares issued upon vesting of the RSU Award under the Plan.

CANADA

Terms and Conditions

French Language Provision.  The following provision will apply if the Participant is a resident of Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Termination of Service.  This provision supplements Section 1.1(c) of the Agreement:

In the event of involuntary Termination of Service (whether or not in breach of local labor laws), the Participant’s right to receive and vest in the RSU Award under the Plan, if any, will terminate effective as of the date that is the earlier of: (1) the date the Participant receives notice of Termination of Service from the Company or the Employer, or (2) the date the Participant is no longer actively providing service by the Company or his or her Employer regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when the Participant no longer actively providing service for purposes of the RSU Award.

Data Privacy.  This provision supplements Section 9 of the Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, any Parent, Subsidiary or Affiliate and the Committee to disclose and discuss the Plan with their advisors.  The Participant further authorizes the Company and any Parent, Subsidiary or Affiliate to record such information and to keep such information in the Participant’s employee file.

Notifications

Grant of RSU Award.  The RSU Award does not constitute compensation nor is in any way related to the Participant’s past services and/or employment to the Company, the Employer, and/or a Parent, Subsidiary or Affiliate of the Company.

CHINA

Terms and Conditions

Issuance of Vested Shares and Sale of Shares.  This provision supplements Section 1.1(d) of the Agreement:

Due to local regulatory requirements, upon the vesting of the RSU Award, the Participant agrees to the immediate sale of any Vested Shares to be issued to the Participant upon vesting and settlement of the RSU Award.  The Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Vested Shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Vested Shares.  The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Vested Shares at any particular price.  Upon the sale of the Vested Shares, the Company

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agrees to pay the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items.

Exchange Control Requirements.  The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required to immediately repatriate the cash proceeds from the sale of Vested Shares underlying the RSU Award to China.  The Participant further understands that, under local law, such repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company, any Parent, Subsidiary, Affiliate or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of Vested Shares may be transferred to such special account prior to being delivered to the Participant.  The Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China.  The Participant agrees to bear any currency fluctuation risk between the time the Vested Shares are sold and the time the sale proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.  These requirements will not apply to non-PRC citizens.

CZECH REPUBLIC

Notifications

Exchange Control Information.  Upon request of the Czech National Bank, the Participant may need to file a notification within 15 days of the end of the calendar quarter in which he or she acquires Shares pursuant to the Plan.

DENMARK

Notifications

Danish Stock Options Act.  The Participant will receive an Employer Statement pursuant to the Danish Act on Stock Options.

Exchange Control/Tax Reporting Information.  If the Participant holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, the Participant is required to inform the Danish Tax Administration about the account.  For this purpose, the Participant must file a Form V (Erklaering V) with the Danish Tax Administration.  The Form V must be signed both by the Participant and by the applicable broker or bank where the account is held.  By signing the Form V, the broker or bank undertakes to forward information to the Danish Tax Administration concerning the Vested Shares in the account without further request each year.  By signing the Form V, the Participant authorizes the Danish Tax Administration to examine the account.  A sample of the Form V can be found at the following website:  www.skat.dk.

In addition, if the Participant opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, the Participant is also required to inform the Danish Tax Administration about this account.  To do so, the Participant must also file a Form K (Erklaering K) with the Danish Tax Administration.  The Form K must be signed both by the Participant and by the applicable broker or bank where the account is held.  By signing the Form K, the broker/bank undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the account.  By signing the Form K, the Participant authorizes the Danish Tax Administration to examine the account.  A sample of Form K can be found at the following website:  www.skat.dk.

FINLAND

There are no country specific provisions.

FRANCE

Term and Conditions

Language Consent.  By accepting the RSU Award, the Participant confirms having read and understood the documents relating to this grant (the Plan, the Agreement and this Exhibit A) which were provided in English language.  The Participant accepts the terms of those documents accordingly.

En acceptant l’attribution, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan, le contrat et cette Annexe) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause.

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GERMANY

Notifications

Exchange Control Information.  Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank.  If the Participant uses a German bank to effect a cross-border payment in excess of €12,500 in connection with the sale of Shares acquired under the Plan, the bank will make the report for the Participant.  In addition, the Participant must report any receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.  Finally, the Participant must report Shares on an annual basis that exceeds 10% of the total voting capital of the Company.

HONG KONG

Terms and Conditions

Warning: The RSU Award and Shares acquired upon vesting of the RSU Award do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, its Parent, Subsidiary or Affiliates.  The Agreement, including this Exhibit A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  Nor have the documents been reviewed by any regulatory authority in Hong Kong.  The RSU Award is intended only for the personal use of each eligible Employee of the Employer, the Company or any Parent, Subsidiary or Affiliate and may not be distributed to any other person.  If the Participant is in any doubt about any of the contents of the Agreement, including this Exhibit A, or the Plan, the Participant should obtain independent professional advice.

Sale Restriction.  Notwithstanding anything contrary in the Notice, the Agreement or the Plan, in the event the Participant’s RSU Award vests such that Vested Shares are issued to the Participant or his or her heirs and representatives within six months of the Date of Grant, the Participant agrees that the Participant or his or her heirs and representatives will not dispose of any Vested Shares acquired prior to the six-month anniversary of the Date of Grant.

Notifications

Nature of Scheme.  The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

HUNGARY

There are no country specific provisions.

INDIA

Notifications

Exchange Control Information.   The Participant must repatriate the proceeds from the sale of Vested Shares acquired under the Plan within 90 days after receipt.  The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Employer requests proof of repatriation.  It is the Participant’s responsibility to comply with applicable exchange control laws in India.

IRELAND

Notifications

Director Notification Obligation.  Directors, shadow directors and secretaries of the Company’s Irish Subsidiary or Affiliate are subject to certain notification requirements under the Irish Companies Act.  Directors, shadow directors and secretaries must notify the Irish Subsidiary or Affiliate in writing of their interest in the Company and the number and class of Shares or rights to which the interest relates within five days of the issuance or disposal of Shares or within five days of becoming aware of the event giving rise to the notification.  This disclosure requirement also applies to any rights or Shares acquired by the director’s spouse or children (under the age of 18).

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ISRAEL

There are no country specific provisions.

ITALY

Terms and Conditions

Data Privacy.  This provision replaces Section 9 of the Agreement:

The Participant understands that the Company and the Employer as the Privacy Representative of the Company in Italy, may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Parent, Subsidiary or Affiliate, details of all RSU Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, and that the Company and the Employer will process said data and other data lawfully received from third party (“Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws, regulations and Community legislation. The Participant also understands that providing the Company with Personal Data is mandatory for compliance with laws and is necessary for the performance of the Plan and that the Participant’s denial to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Participant understands that Personal Data will not be publicized, but it may be accessible by the Employer as the Privacy Representative of the Company and within the Employer’s organization by its internal and external personnel in charge of processing, and by the data Processor, if appointed. The updated list of Processors and of the subjects to which Data are communicated will remain available upon request at the Employer. Furthermore, Personal Data may be transferred to banks, other financial institutions or brokers involved in the management and administration of the Plan.  The Participant understands that Personal Data may also be transferred to the independent registered public accounting firm engaged by the Company, and also to the legitimate addressees under applicable laws. The Participant further understands that the Company and any Parent, Subsidiary or Affiliate will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and any Parent, Subsidiary or Affiliate may each further transfer Personal Data to third parties assisting the Company in the implementation, administration and management of the Plan, including any requisite transfer of Personal Data to a broker or other third party with whom the Participant may elect to deposit any Vested Shares acquired under the Plan or any proceeds from the sale of such Shares.  Such recipients may receive, possess, use, retain and transfer Personal Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan.  The Participant understands that these recipients may be acting as Controllers, Processors or persons in charge of processing, as the case may be, according to applicable privacy laws, and that they may be located in or outside the European Economic Area, such as in the United States or elsewhere, in countries that do not provide an adequate level of data protection as intended under Italian privacy law.

Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Personal Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Personal Data abroad, including outside of the European Economic Area, as specified herein and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto as the processing is necessary to performance of law and contractual obligations related to implementation, administration and management of the Plan.  The Participant understands that, pursuant to section 7 of the Legislative Decree no. 196/2003, he or she has the right at any moment to, including, but not limited to, obtain confirmation that Personal Data exists or not, access, verify its contents, origin and accuracy, delete, update, integrate, correct, blocked or stop, for legitimate reason, the Personal Data processing. To exercise privacy rights, the Participant should contact the Employer. Furthermore, the Participant is aware that Personal Data will not be used for direct marketing purposes.  In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s human resources department.

Plan Document Acknowledgement.  The Participant acknowledges that the Participant has read and specifically and expressly approves the following sections of the Agreement: Section 1: Grant of RSU Award; Section 2: Delivery; Section 3: Compliance with Laws and Regulations; Section 4: Rights as Shareholder; Section 5: Stop-Transfer Orders; Section 6: Taxes and Disposition of Shares; Section 7: Nature of Grant; Section 8: No advice Regarding Grant; Section 11: Governing Law; Venue; Section 15:

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Electronic Delivery; Section 16: Exhibit A; Section 18: Imposition of Other Requirements; and the Data Privacy section of this Exhibit A.

Notifications

Exchange Control Information.  To participate in the Plan, the Participant must comply with exchange control regulations in Italy.  The Participant is required to report in his or her annual tax return: (a) any transfers of cash or Vested Shares to or from Italy exceeding €10,000; (b) any foreign investments or investments held outside of Italy at the end of the calendar year exceeding €10,000 if such investments (Vested Shares) that may give rise to taxable income in Italy that combined with other foreign assets exceeds €10,000; and (c) the amount of the transfers to and from Italy which have had an impact during the calendar year on the Participant’s foreign investments or investments held outside of Italy.  The Participant may be exempt from the requirement in (a) if the transfer or investment is made through an authorized broker resident in Italy, as the broker will generally comply with the reporting obligation on his or her behalf.

JAPAN

There are no country specific provisions.

KOREA

Notifications

Exchange Control Information.  If the Participant realizes US$500,000 (approximately KRW 601,975,000 as of July 2010) or more from the sale of Shares, Korean exchange laws require the Participant to repatriate the proceeds to Korea within eighteen months of the sale.

MALAYSIA

Notifications

Malaysian Insider Trading Notification.  The Participant should be aware of the Malaysian insider-trading rules, which may impact his or her acquisition or disposal of Shares or rights to Shares under the Plan.  Under the Malaysian insider-trading rules, the Participant is prohibited from selling Shares when he or she is in possession of information which is not generally available and which he or she knows or should know will have a material effect on the value of the Shares once such information is generally available.

Director Notification Obligation.  If the Participant is a director of the Company’s Malaysian Subsidiary, he or she is subject to certain notification requirements under the Malaysian Companies Act.  Among these requirements is an obligation to notify the Malaysian Subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSU Award, Shares) in the Company or any related company.  Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

No Entitlement for Claims or Compensation.  The following section supplements Section 7 of the Agreement:

Modification.  By accepting the RSU Award, the Participant understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement.  The RSU Award grant the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

The Company, with registered offices at One Marina Boulevard, #28-00, Singapore 018989, is solely responsible for the administration of the Plan, and participation in the Plan and the grant of the RSU Award do not, in any way, establish an employment relationship between the Participant and the Company since he or she is participating in the Plan on a wholly commercial basis and the sole employer is Availmed Servicios S.A. de C.V., Grupo Flextronics S.A. de C.V., Flextronics Servicios Guadalajara S.A. de C.V., Flextronics Servicios Mexico S. de R.L. de C.V. and Flextronics Aguascalientes Servicios S.A. de C.V. , nor does it establish any rights between the Participant and the Employer.

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Plan Document Acknowledgment.  By accepting the RSU Award, the Participant acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety, and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of Grant section of the Agreement, in which the following is clearly described and established:  (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the Shares acquired upon vesting of the RSU Award.

Finally, the Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of his or her participation in the Plan and therefore grants a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Condiciones y duración

Sin derecho a reclamo o compensación:  La siguiente sección complementa la sección 7 de este Acuerdo:

Modificación: Al aceptar el Otorgamiento de Acciones por Bonificación, el Participante entiende y acuerda que cualquier modificación del Plan o del Acuerdo o su extinción, no constituirá un cambio o disminución de los términos y condiciones de empleo.

Declaración de Política: El Otorgamiento de Acciones por Bonificación por parte de la Compañía es efectuada bajo el Plan en forma unilateral y discrecional y por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el Otorgamiento de Acciones en cualquier momento sin responsabilidad alguna hacia la Compañía.

La Compañía, con oficinas registradas en One Marina Boulevard, #28-00, Singapore 018989 es la única responsable de la administración de los Planes y de la participación en los mismos y el otorgamamiento de el Otorgamiento de Acciones por Bonificación no establece de forma alguna una relación de trabajo entre el Participante y la Compañía, ya que su participación en el Plan es completamente comercial y el único empleador es Availmed Servicios S.A. de C.V., Grupo Flextronics S.A. de C.V., Flextronics Servicios Guadalajara S.A. de C.V., Flextronics Servicios Mexico S. de R.L. de C.V. and Flextronics Aguascalientes, así como tampoco establece ningún derecho entre el Participante y el Empleador.

Reconocimiento del Documento del Plan.  Al aceptar la el Otorgamiento de Acciones por Bonificación, el Participante reconoce que ha recibido copias de los Planes, ha revisado los mismos, al igual que la totalidad del Acuerdo y, que ha entendido y aceptado completamente todas las disposiciones contenidas en los Planes y en el Acuerdo.

Además, el Partcipante reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la sección Naturaleza del Orotgamiento en el cual se encuentra claramente descripto y establecido lo siguiente: (i) la participación en los Planes no constituye un derecho adquirido; (ii) los Planes y la participación en los mismos es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en los Planes es voluntaria; y (iv) la Compañía, así como su Sociedad controlante, Subsidiaria o Filiales no son responsables por cualquier disminución en el valor de las Acciones adquiridas a través del conferimiento del Otorgamiento de Acciones por Bonificación.

Finalmente, el Partcipante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controlante, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud de los Planes.

NETHERLANDS

Notifications

Securities Law Information.  The Participant should be aware of the Dutch insider-trading rules, which may impact the sale of Shares acquired under the Plan.  In particular, the Participant may be prohibited from effectuating certain transactions if the Participant has inside information about the Company.

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands.  “Inside information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share

16

price, regardless of the development of the price. The insider could be any Employee in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain Employees working at a Parent, Subsidiary or Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when the Participant has such inside information.

If the Participant is uncertain whether the insider-trading rules apply to him or her, he or she should consult his or her personal legal advisor.

NORWAY

There are no country specific provisions.

POLAND

Terms and Conditions

Restriction on Type of Shares Issued.  Due to tax regulations in Poland, as necessary, the Participant’s Vested Shares will be settled in newly issued Shares only.  Treasury Shares will not be used to satisfy the RSU Award upon vesting.

ROMANIA

Notifications

Exchange Control Information.  If the Participant remits foreign currency into or out of Romania (e.g., the proceeds from the sale of his or her Vested Shares), the Participant may have to provide the Romanian bank assisting with the transaction with appropriate documentation explaining the source of the income.  The Participant should consult his or her personal legal advisor to determine whether the Participant will be required to submit such documentation to the Romanian bank.

SINGAPORE

Notifications

Securities Law Information.  The RSU Award is being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).  The Plan have not been lodged or registered as a prospectus with the Monetary Authority of Singapore.  The Participant should note that the RSU Award is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore of the Shares acquired under the Plan, or any offer of such subsequent sale of the Shares acquired under the Plan unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Cap 289, 2006 Ed.).

Director Notification Obligation.  If the Participant is a director, associate director or shadow director of the Company or a Singapore Subsidiary or Affiliate, the Participant is subject to certain notification requirements under the Singapore Companies Act.  Among these requirements is an obligation to notify the Company or the Singaporean Subsidiary or Affiliate in writing when the Participant receives an interest (e.g., RSU Award, Shares) in the Company or any related companies.  Please contact the Company to obtain a copy of the notification form.  In addition, the Participant must notify the Company or the Singapore Subsidiary or Affiliate when the Participant sells Shares of the Company or any related company (including when the Participant sell Shares acquired under the Plan).  These notifications must be made within two days of acquiring or disposing of any interest in the Company or any related company.  In addition, a notification must be made of the Participant’s interests in the Company or any related company within two days of becoming a director.

SLOVAK REPUBLIC

There are no country specific provisions.

SOUTH AFRICA

Terms and Conditions

Tax Obligations.  The following provision supplements Section 6.1 of the Agreement:

17

By accepting the RSU Award, the Participant agrees to notify the Employer of the amount of any gain realized at vesting and settlement of the RSU Award.  If the Participant fails to advise the Employer of the gain realized at vesting and settlement of the RSU Award, he or she may be liable for a fine.

Notifications

Exchange Control Information.  The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control regulations in South Africa, as such regulations are subject to frequent change.  The Participant is solely responsible for complying with all exchange control laws in South Africa, and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant’s failure to comply with South African exchange control laws.

SWEDEN

There are no country specific provisions.

SWITZERLAND

Notifications

Securities Law Information.  The RSU Award is considered a private offering in Switzerland; therefore, it is not subject to registration.

TAIWAN

Notifications

Exchange Control Information.  The Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 (approximately TWD 160,580,024 as of July 2010) per year.  If the transaction amount is TWD 500,000 or more in a single transaction, the Participant must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank.

TURKEY

Notifications

Securities Law Information.  Under Turkish law, the Participant is not permitted to sell the Shares acquired under the Plan in Turkey.

UNITED KINGDOM

Terms and Conditions

Tax Obligations.  The following provisions supplement Section 6.1 of the Agreement:

The Participant agrees that, if Participant does not pay or the Employer or the Company does not withhold from the Participant the full amount of Tax-Related Items that the Participant owes at vesting/settlement of the RSU Award, or the release or assignment of the RSU Award for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by the Participant to the Employer, effective 90 days after the Taxable Event.  The Participant agrees that the loan will bear interest at the HMRC’s official rate and will be immediately due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in Shares issued upon vesting of the RSU Award or from the cash proceeds from the sale of Vested Shares or by demanding cash or a check from the Participant. The Participant also authorizes the Company to delay the issuance of any Vested Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply.  In the event that the Participant is an officer or executive director and Tax-Related Items are not collected from or paid by Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable.  The Participant acknowledges that the Company or the Employer may recover any such additional income tax and National Insurance Contributions at any time

18

thereafter by any of the means referred to in Section 6.1 Agreement, although the Participant acknowledges that he/she ultimately will be responsible for reporting any income tax or National Insurance Contributions due on this additional benefit directly to the HMRC under the self-assessment regime.

National Insurance Contributions Acknowledgment.  As a condition of participation in the Plan and the vesting of the RSU Award, the Participant agrees to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by the Company and/or the Employer in connection with the RSU Award and any event giving rise to Tax-Related Items (the “Employer NICs”).  To accomplish the foregoing, the Participant agrees to execute a joint election with the Company, the form of such joint election being formally approved by HMRC (the “Joint Election”), and any other required consent or election.  The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company and/or the Employer.  The Participant further agrees that the Company and/or the Employer may collect the Employer NICs from the Participant by any of the means set forth in Section 6.1 of the Agreement.

If the Participant does not enter into a Joint Election prior to vesting of the RSU Award or if approval of the Joint Election has been withdrawn by HMRC, the RSU Award shall become null and void without any liability to the Company and/or the Employer and the Company may choose not to issue or deliver Shares upon vesting of the RSU Award.

19

EX-10.02

EXHIBIT 10.02

Description of Annual Incentive Bonus Plan for Fiscal 2012

On May 16, 2011, the Board approved the Company’s annual incentive bonus plan for fiscal 2012.  The plan provides its executive officers with the opportunity to earn cash bonuses based upon the achievement of pre-established performance goals.  Total bonus opportunities will be based on achievement of annual targets.  The plan provides for quarterly payouts based on achievement of quarterly targets, with 50% of the quarterly payouts (if any)  held back and subject to the fiscal year end reconciliation of annual payout achievement.  Performance goals under the plan will be: revenue growth, earnings per share, operating profit (as a percentage of sales), and return on invested capital targets at the Company level; and revenue growth, operating profit (as a percentage of sales), profit after interest (as a percentage of sales), inventory turnover and other business-specific business unit targets at the business unit level for certain executives.  The plan allows awards to provide for different metrics, target levels and weightings for different executives.

Under the annual incentive bonus plan, target award opportunities are set at various percentages of base salary, which will be: 150% of base salary in the case of the Chief Executive Officer; 125% of base salary in the case of the Chief Financial Officer; and between 70% and 90% of base salary in the cases of other officers.  Actual payout opportunities for each bonus component will range from a threshold of 50% of target to a maximum of 300% of target (200% in the cases of the CEO and CFO) based on achievement of the performance measures.  If the Company or business unit fails to achieve the threshold level for any performance measure, no payout is awarded for that measure.  For purposes of determining achievement of award opportunities, the incentive bonus plan uses adjusted, non-GAAP measures.

EX-10.03

EXHIBIT 10.03

Compensation Arrangements of Certain Executive Officers of Flextronics International Ltd.

Note: The following summary of compensation arrangements does not include all previously-reported compensation arrangements or awards granted under previously-disclosed incentive plans.  Disclosures with respect to compensation for Named Executive Officers for the 2011 fiscal year are included in the Company’s definitive proxy statement for the Company’s 2011 Annual General Meeting of Shareholders, and disclosures with respect to compensation for Named Executive Officers for the 2012 fiscal year will be included in the Company’s definitive proxy statement for the Company’s 2012 Annual General Meeting of Shareholders.

Compensation for Michael McNamara (Chief Executive Officer)

Mr. McNamara’s current annual base salary is $1,250,000.  In addition, Mr. McNamara will participate in the Company’s annual incentive bonus plan and long-term cash incentive deferred compensation plan.  Mr. McNamara also received awards of performance-based restricted share unit awards and service-based restricted share unit awards under the Company’s equity incentive plan as part of his fiscal 2012 compensation.  Vesting of the performance-based award will depend on the Company achieving levels of total shareholder return relative to the average of the Standard & Poor’s 500 Index total shareholder return.

Compensation for Paul Read (Chief Financial Officer)

Mr. Read’s current annual base salary is $600,000.  In addition, Mr. Read will participate in the Company’s annual incentive bonus plan.  Mr. Read also received awards of performance-based restricted share unit awards and service-based restricted share unit awards under the Company’s equity incentive plan as part of his fiscal 2012 compensation.  Vesting of the performance-based award will depend on the Company achieving levels of total shareholder return relative to the average of the Standard & Poor’s 500 Index total shareholder return.

Compensation for Michael Clarke

Mr. Clarke’s current annual base salary is $550,000.  In addition, Mr. Clarke will participate in the Company’s annual incentive bonus plan and long-term cash incentive deferred compensation plan.  Mr. Clarke also received awards of performance-based restricted share unit awards and service-based restricted share unit awards under the Company’s equity incentive plan as part of his fiscal 2012 compensation.  Vesting of the performance-based award will depend on the Company achieving levels of total shareholder return relative to the average of the Standard & Poor’s 500 Index total shareholder return.

Compensation for Francois Barbier

Mr. Barbier’s current annual base salary is $600,000.  In addition, Mr. Barbier will participate in the Company’s annual incentive bonus plan and long-term cash incentive deferred compensation plan.  Mr. Barbier also received awards of performance-based restricted share unit awards and service-based restricted share unit awards under the Company’s equity incentive plan as part of his fiscal 2012 compensation.  Vesting of the performance-based award will depend on the

Company achieving levels of total shareholder return relative to the average of the Standard & Poor’s 500 Index total shareholder return.

Compensation for Werner Widmann

Mr. Widmann’s current annual base salary is €327,349.  In addition, Mr. Widmann will participate in the Company’s annual incentive bonus plan.  Mr. Widmann also received awards of performance-based restricted share unit awards and service-based restricted share unit awards under the Company’s equity incentive plan as part of his fiscal 2012 compensation.  Vesting of the performance-based award will depend on the Company achieving levels of total shareholder return relative to the average of the Standard & Poor’s 500 Index total shareholder return.

2

EX-10.04

EXHIBIT 10.04

Summary of Directors’ Compensation

Under Singapore law, the Company may only provide cash compensation to its non-employee directors for services rendered in their capacity as directors with the prior approval from its shareholders at a general meeting.  At the 2011 Annual General Meeting, the Company’s shareholders approved certain changes in the cash compensation arrangements for the non-employee directors of the Company, including the non-executive Chairman.  As a result, the current cash compensation arrangements are as follows: (i) annual cash compensation of $85,000, payable quarterly in arrears, for services rendered as a director; (ii) additional annual cash compensation of $50,000, payable quarterly in arrears to the Chairman of the Audit Committee (if appointed) of the Board of Directors for services rendered as Chairman of the Audit Committee and for his or her participation on the Audit Committee; (iii) additional annual cash compensation of $15,000, payable quarterly in arrears to each other non-employee director who serves on the Audit Committee for his or her participation on the Audit Committee; (iv) additional annual cash compensation of $25,000, payable quarterly in arrears to the Chairman of the Compensation Committee (if appointed) of the Board of Directors for services rendered as Chairman of the Compensation Committee and for his or her participation on the Compensation Committee; (v)  additional annual cash compensation of $10,000, payable quarterly in arrears to each other non-employee director who serves on the Compensation Committee for his or her participation on the Compensation Committee; (vi) additional annual cash compensation of $15,000, payable quarterly in arrears to the Chairman of the Nominating and Corporate Governance Committee (if appointed) of the Board of Directors for services rendered as Chairman of the Nominating and Corporate Governance Committee and for his or her participation on the Nominating and Corporate Governance Committee; and (vii) additional annual cash compensation of $8,000, payable quarterly in arrears to each other non-employee director who serves on the Nominating and Corporate Governance Committee for his or her participation on the Nominating and Corporate Governance Committee.

The non-executive Chairman receives additional annual cash compensation of $100,000, payable quarterly in arrears, for services rendered as the non-executive Chairman and receives all other compensation payable to our non-employee directors, including cash compensation payable for service (including as Chairman) on any Board committees.

The non-employee directors, including the non-executive Chairman, also receive equity compensation as described in the Company’s proxy statement for the 2011 Annual General Meeting.

EX-15.01

EXHIBIT 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

August 9, 2011

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 periods ended July 1, 2011 and July 2, 2010, as indicated in our report dated August 9, 2011; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 is incorporated by reference in Registration Statement Nos. 333-130253, 333-121814, 333-120291, 333-118499, 333-70492, 333-68238, 333-60968, 333-56230, 333-55530, 333-46200, and 333-41646 on Form S-3 and Nos. 333-157210, 333-146549, 333-146548, 333-143331, 333-143330, 333-126419, 333-121302, 333-120056, 333-119387, 333-103189, 333-75526, and 333-170710 on Form S-8.

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-31.01

EXHIBIT 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael M. McNamara, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flextronics International Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2011

/s/ Michael M. McNamara

Michael M. McNamara

Chief Executive Officer

EX-31.02

EXHIBIT 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Read, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flextronics International Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2011

/s/ Paul Read

Paul Read

Chief Financial Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael M. McNamara, Chief Executive Officer of Flextronics International Ltd. (the “Company”), hereby certify to the best of my knowledge, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

·the Quarterly Report on Form 10-Q of the Company for the period ended July 1, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

·the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2011

/s/ Michael M. McNamara

Michael M. McNamara

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Flextronics International Ltd. and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

EXHIBIT 32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Read, Chief Financial Officer of Flextronics International Ltd. (the “Company”), hereby certify to the best of my knowledge, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

·the Quarterly Report on Form 10-Q of the Company for the period ended July 1, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

·the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2011

/s/ Paul Read

Paul Read

Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Flextronics International Ltd. and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

XML



Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Jul. 01, 2011	Mar. 31, 2011
Current assets
Allowance for doubtful accounts	$ 12,870	$ 13,388
Shareholders' equity
Ordinary shares, no par value
Ordinary shares, issued	804,526,625	830,745,010
Ordinary shares, outstanding	730,775,553	756,993,938
Treasury stock, shares	73,751,072	73,751,072

XML



Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Condensed Consolidated Statements Of Operations
Net sales	$ 7,547,751	$ 6,565,880
Cost of sales	7,147,529	6,195,062
Gross profit	400,222	370,818
Selling, general and administrative expenses	215,915	195,718
Intangible amortization	13,302	17,990
Interest and other expense, net	22,176	27,529
Income before income taxes	148,829	129,581
Provision for income taxes	16,854	11,403
Net income	$ 131,975	$ 118,178
Earnings per share:
Basic	$ 0.18	$ 0.15
Diluted	$ 0.17	$ 0.14
Weighted-average shares used in computing per share amounts:
Basic	746,762	810,637
Diluted	759,823	824,017

XML



Summary Of Accounting Policies (Narrative) (Details) (USD $) In Millions	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Mar. 31, 2011
Depreciation expense associated with property and equipment	$ 102.7	$ 93.5
Total intangible amortization expense	13.3	18.0
Deferred purchase price receivable	681.3		460.0
Global And North American Asset Backed Securitization Programs [Member]
Deferred purchase price receivable	$ 681.3		$ 460.0

XML



Document And Entity Information	3 Months Ended
	Jul. 01, 2011	Aug. 01, 2011
Document And Entity Information
Entity Registrant Name	FLEXTRONICS INTERNATIONAL LTD.
Entity Central Index Key	0000866374
Document Type	10-Q
Document Period End Date	Jul. 01, 2011
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		731,491,839

XML



Summary Of Accounting Policies (Schedule Of Goodwill) (Details) (USD $)	3 Months Ended
	Jul. 01, 2011
Summary Of Accounting Policies
Balance, beginning of the year	$ 93,207,000
Acquisition	3,535,000	[1]
Purchase accounting adjustment	280,000	[2]
Foreign currency translation adjustments	355,000
Balance, end of the quarter	97,377,000
Aggregate cash paid for acquisition	$ 6,200,000

[1] The amount is attributable to one acquisition during the three-month period ended July 1, 2011 that was not significant to the Company. The aggregate cash paid for this acquisition was approximately $6.2 million, net of cash acquired.

[2] The amount is attributable to purchase accounting adjustments for a historical acquisition that was not significant to the Company, resulting from management's review of the valuation of assets and liabilities completed in a period subsequent to the respective acquisition, based on management's estimates. The effects of the adjustments, had they been made at time of acquisition, would not have had a significant impact on the balance sheet, statement of operations, or statement of cash flows for the periods subsequent to that date.

XML



Financial Instruments

3 Months Ended

Jul. 01, 2011

Financial Instruments

Financial Instruments

7.  FINANCIAL INSTRUMENTS 

Foreign Currency Contracts

The Company enters into forward contracts and foreign currency swap contracts to manage the foreign currency risk associated with monetary accounts and anticipated foreign currency denominated transactions.  The Company hedges committed exposures and does not engage in speculative transactions.  As of July 1, 2011, the aggregate notional amount of the Company's outstanding foreign currency forward and swap contracts was $2.7 billion as summarized below:

Currency	Buy/Sell	Foreign Currency Amount		Notional Contract Value in USD
		(In thousands)
Cash Flow Hedges
CNY	Buy	1,503,500	$	232,610
EUR	Buy	25,374		36,692
EUR	Sell	16,359		23,111
HUF	Buy	13,891,000		75,713
ILS	Buy	163,200		47,782
MXN	Buy	1,534,900		130,722
MYR	Buy	376,950		124,839
SGD	Buy	71,200		57,957
Other	Buy	N/A		72,981
				802,407
Other Forward/Swap Contracts
BRL	Buy	47,400		30,268
BRL	Sell	108,200		69,093
CAD	Buy	46,690		47,790
CAD	Sell	71,925		73,488
EUR	Buy	143,237		207,416
EUR	Sell	232,426		336,655
GBP	Buy	13,924		22,427
GBP	Sell	35,777		57,279
HUF	Buy	6,441,100		35,107
HUF	Sell	8,387,800		45,718
JPY	Buy	5,025,027		62,475
JPY	Sell	2,915,946		36,133
MXN	Buy	758,110		64,566
MXN	Sell	247,020		21,038
MYR	Buy	152,853		50,622
SEK	Buy	2,458,189		388,344
SEK	Sell	1,181,001		186,750
Other	Buy	N/A		109,740
Other	Sell	N/A		54,971
				1,899,880
Total Notional Contract Value in USD.			$	2,702,287

Certain of these contracts are designed to economically hedge the Company's exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards.  Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of Interest and other expense, net in the Condensed Consolidated Statement of Operations.  Gains or losses from fair value adjustments for these instruments are designed to offset losses and gains from the Company's revaluation of monetary assets and liabilities denominated in a non-functional currency.  As of July 1, 2011 and March 31, 2011, the Company also has included net deferred gains and losses, respectively, in other comprehensive income, a component of shareholders' equity in the Condensed Consolidated Balance Sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. These deferred gains and losses were not material, and the deferred losses as of July 1, 2011 are expected to be recognized as a component of cost of sales over the next twelve-month period. The gains and losses recognized in earnings due to hedge ineffectiveness were not material for all fiscal periods presented and are included as a component of Interest and other expense, net in the Condensed Consolidated Statements of Operations.

The following table presents the Company's assets and liabilities related to foreign currency contracts measured at fair value on a recurring basis as of July 1, 2011, aggregated by level in the fair-value hierarchy within which those measurements fall:

	Level 1	Level 2	Level 3	Total
	(In thousands)
Assets:
Foreign currency contracts	$             -	$        26,485	$             -	$        26,485
Liabilities:
Foreign currency contracts	-	(11,104)	-	(11,104)
Total:	$             -	$        15,381	$             -	$        15,381

There were no transfers between levels in the fair value hierarchy during the three-month period ended July 1, 2011.  The Company's foreign currency forward contracts are measured on a recurring basis at fair value based on foreign currency spot and forward rates quoted by banks or foreign currency dealers.  

The following table presents the fair value of the Company's derivative instruments located on the Condensed Consolidated Balance Sheet utilized for foreign currency risk management purposes at July 1, 2011:

	Fair Values of Derivative Information
	Asset Derivatives		Liability Derivatives
	Balance Sheet	Fair	Balance Sheet	Fair
	Location	Value	Location	Value
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$             15,351	Other current liabilities	$             (1,317)
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$             11,134	Other current liabilities	$             (9,787)

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Summary Of Accounting Policies (Intangible Assets Disclosure) (Details) (USD $) In Thousands	Jul. 01, 2011	Mar. 31, 2011
Gross Carrying Amount	$ 423,432	$ 423,327
Accumulated Amortization	(316,786)	(303,451)
Net Carrying Amount	106,646	119,876
Customer-Related Intangibles [Member]
Gross Carrying Amount	375,028	378,412
Accumulated Amortization	(295,515)	(283,732)
Net Carrying Amount	79,513	94,680
Licenses And Other Intangibles [Member]
Gross Carrying Amount	48,404	44,915
Accumulated Amortization	(21,271)	(19,719)
Net Carrying Amount	$ 27,133	$ 25,196

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Restructuring Charges (Narrative) (Details) (USD $)	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Restructuring Charges
Restructuring charges	$ 0	$ 0
Payments for restructuring	$ 2,900,000

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Summary Of Accounting Policies (Components Of Inventories) (Details) (USD $) In Thousands	Jul. 01, 2011	Mar. 31, 2011
Summary Of Accounting Policies
Raw materials	$ 2,385,712	$ 2,271,944
Work-in-progress	630,092	579,047
Finished goods	722,494	699,295
Inventories, total	$ 3,738,298	$ 3,550,286

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Summary Of Accounting Policies (Policy)

3 Months Ended

Jul. 01, 2011

Summary Of Accounting Policies

Basis Of Presentation And Principles Of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company's audited consolidated financial statements as of and for the fiscal year ended March 31, 2011 contained in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 1, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2012.

The first fiscal quarters ended on July 1, 2011 and July 2, 2010, respectively. The second fiscal quarter for the current year ends on September 30, 2011 and the second fiscal quarter of the prior year ended on October 1, 2010.  The Company's third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

Cash And Cash Equivalents

Cash and Cash Equivalents 

Cash and cash equivalents consisted of the following:

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Cash and bank balances	$     1,038,992	$       1,372,711
Money market funds and time deposits	518,816	375,760
	$     1,557,808	$       1,748,471

 

Inventories

Inventories

The components of inventories, net of applicable lower of cost or market write-downs, were as follows:

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Raw materials	$            2,385,712	$            2,271,944
Work-in-progress	630,092	579,047
Finished goods	722,494	699,295
	$            3,738,298	$            3,550,286

Property And Equipment

Property and Equipment

Depreciation expense associated with property and equipment was approximately $102.7 million and $93.5 million for the three-month periods ended July 1, 2011 and July 2, 2010, respectively.

Goodwill And Other Intangibles

Goodwill and Other Intangibles

The following table summarizes the activity in the Company's goodwill account during the three-month period ended July 1, 2011:

	Amount
	(In thousands)
Balance, beginning of the year	$          93,207
Acquisition (1)	3,535
Purchase accounting adjustment (2)	280
Foreign currency translation adjustments	355
Balance, end of the quarter	$          97,377

(1)

The amount is attributable to one acquisition during the three-month period ended July 1, 2011 that was not significant to the Company. The aggregate cash paid for this acquisition was approximately $6.2 million, net of cash acquired.

(2)

The amount is attributable to purchase accounting adjustments for a historical acquisition that was not significant to the Company, resulting from management's review of the valuation of assets and liabilities completed in a period subsequent to the respective acquisition, based on management's estimates. The effects of the adjustments, had they been made at time of acquisition, would not have had a significant impact on the balance sheet, statement of operations, or statement of cash flows for the periods subsequent to that date.

The components of acquired intangible assets are as follows:

	As of July 1, 2011						As of March 31, 2011
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
	(In thousands)						(In thousands)
Intangible assets:
Customer-related intangibles	$	375,028	$	(295,515)	$	79,513	$	378,412	$	(283,732)	$	94,680
Licenses and other intangibles...		48,404		(21,271)		27,133		44,915		(19,719)		25,196
Total	$	423,432	$	(316,786)	$	106,646	$	423,327	$	(303,451)	$	119,876

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. Total intangible amortization expense was $13.3 million and $18.0 million during the three-month periods ended July 1, 2011 and July 2, 2010, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Amount
	(In thousands)
2012 (1)	$          31,684
2013	31,234
2014	21,173
2015	11,400
2016	5,669
Thereafter	5,486
Total amortization expense	$        106,646

 

(1) Represents estimated amortization for the nine-month period ending March 31, 2012.

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Stock-Based Compensation

3 Months Ended

Jul. 01, 2011

Stock-Based Compensation

Stock-Based Compensation

3.  STOCK-BASED COMPENSATION

During the three-month period ended July 1, 2011, the Company granted equity compensation awards under the 2010 Equity Incentive Plan (the "2010 Plan"). For further discussion of the 2010 Plan, refer to Note 2, "Summary of Accounting Policies," of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

The following table summarizes the Company's stock-based compensation expense:

	Three-Month Periods Ended
	July 1, 2011	July 2, 2010
	(In thousands)
Cost of sales	$           2,014	$           2,723
Selling, general and administrative expenses	10,263	11,767
Total stock-based compensation expense	$         12,277	$         14,490

For the three-month period ended July 1, 2011, the Company granted 399,800 stock options, at a weighted average fair value per option of $2.67.  Total unrecognized compensation expense related to stock options is $24.3 million, net of estimated forfeitures, and will be recognized over a weighted average vesting period of 1.4 years.

As of July 1, 2011, the number of options outstanding and exercisable was 52.9 million and 40.2 million, respectively, at weighted average exercise prices of $7.69 and $8.41, respectively.

The following table summarizes restricted share unit award activity for the Company's equity compensation plans during the three-month period ended July 1, 2011: 

	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested restricted share unit awards as of March 31, 2011	13,801,942	$        8.04
Granted	7,684,068	6.70
Vested	(1,650,212)	10.40
Forfeited	(1,816,685)	10.48
Unvested restricted share unit awards as of July 1, 2011	18,019,113	$        7.01

Of the 7.7 million restricted share unit awards granted during the three-month period ended July 1, 2011, approximately 1.5 million represents the target amount of grants made to certain key employees whereby vesting is contingent on meeting a certain market condition. The number of shares that ultimately will vest are based on a measurement of Flextronics's total shareholder return against the Standard and Poor's ("S&P") 500 Composite Index and will vest over a period of four years. The actual number of shares issued can range from zero to 2.2 million.  The grant-date fair value of these awards was estimated to be $7.78 per share and was calculated using a Monte Carlo simulation.  

During the three-month period ended July 1, 2011, approximately 158,000 restricted share unit awards were granted to certain key employees whereby vesting is contingent upon meeting both a service requirement and achievement of longer-term Company performance goals.

As of July 1, 2011, total unrecognized compensation expense related to unvested restricted share unit awards is $81.0 million, net of estimated forfeitures, and will be recognized over a weighted average vesting period of 3.3 years. Approximately $12.9 million of the unrecognized compensation cost is related to awards whereby vesting is contingent on meeting a certain market condition.

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Financial Instruments (Details) (USD $) In Thousands	3 Months Ended
	Jul. 01, 2011
Foreign currency contracts, assets	$ 26,485
Foreign currency contracts, liabilities	(11,104)
Total:	15,381
Outstanding foreign currency forward and swap contracts	2,702,287
Fair value transfers between levels description	no
Other Current Assets [Member] | Derivative Designated As Hedging Instruments [Member]
Asset Derivatives	15,351
Other Current Assets [Member] | Derivative Not Designated As Hedging Instruments [Member]
Asset Derivatives	11,134
Other Current Liabilities [Member] | Derivative Designated As Hedging Instruments [Member]
Liability Derivatives	(1,317)
Other Current Liabilities [Member] | Derivative Not Designated As Hedging Instruments [Member]
Liability Derivatives	(9,787)
Fair Value, Inputs, Level 2 [Member]
Foreign currency contracts, assets	26,485
Foreign currency contracts, liabilities	(11,104)
Total:	$ 15,381

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Restructuring Charges

3 Months Ended

Jul. 01, 2011

Restructuring Charges

Restructuring Charges

9.  RESTRUCTURING CHARGES

The Company did not incur restructuring charges during the three-month periods ended July 1, 2011 and July 2, 2010 and has completed essentially all activities associated with previously announced plans.. During the three-month period ended July 1, 2011 the Company paid $2.9 million for restructuring charges primarily incurred in fiscal year 2010 and prior. Additionally, there were no changes to any of the previously announced plans in the current period.

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Stock-Based Compensation (Tables)

3 Months Ended

Jul. 01, 2011

Stock-Based Compensation

Company's Stock-Based Compensation Expense

	Three-Month Periods Ended
	July 1, 2011	July 2, 2010
	(In thousands)
Cost of sales	$           2,014	$           2,723
Selling, general and administrative expenses	10,263	11,767
Total stock-based compensation expense	$         12,277	$         14,490

Company's Restricted Share Unit Award Activity

	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested restricted share unit awards as of March 31, 2011	13,801,942	$        8.04
Granted	7,684,068	6.70
Vested	(1,650,212)	10.40
Forfeited	(1,816,685)	10.48
Unvested restricted share unit awards as of July 1, 2011	18,019,113	$        7.01

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Commitments And Contingencies

3 Months Ended

Jul. 01, 2011

Commitments And Contingencies

Commitments And Contingencies

10.  COMMITMENTS AND CONTINGENCIES

On June 4, 2007, a shareholder class action lawsuit was filed in Santa Clara County Superior Court. The lawsuit arises out of the merger with Solectron Corp. in 2007 and other defendants include selected officers of the Company, Solectron and Solectron's former directors and officers. On behalf of the class, the plaintiff seeks compensatory, rescissory, and other forms of damages, as well as attorneys' fees and costs. The plaintiff does not seek a jury trial.  On August 12, 2010, the Court certified a class of all former Solectron shareholders that were entitled to vote and receive cash or shares of the Company's stock in exchange for their shares of Solectron stock following the merger. On April 21, 2011, the Court granted a request by the plaintiff's counsel to withdraw as class counsel, and ordered the plaintiff to retain new counsel by June 24, 2011. The plaintiff failed to do so, thus on June 28, 2011, the Court issued an order to show cause why the case should not be dismissed and the hearing is scheduled for August 12, 2011.  The Company believes that the claims are without merit and any possible losses resulting from such claims would not be material to the financial statements as a whole.

In addition, from time to time, the Company is subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any possible losses resulting from these matters that are in excess of amounts already accrued in its consolidated balance sheet would not be material to the financial statements as a whole.

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Earnings Per Share (Details) (USD $) In Thousands, except Share data	3 Months Ended
	Jul. 01, 2011		Jul. 02, 2010
Earnings Per Share
Net income	$ 131,975		$ 118,178
Weighted-average ordinary shares outstanding	746,762,000		810,637,000
Basic earnings per share	$ 0.18		$ 0.15
Weighted-average ordinary share equivalents from stock options and awards (1)	13,061,000	[1]	13,380,000	[1]
Weighted-average ordinary shares and ordinary share equivalents outstanding	759,823,000		824,017,000
Diluted earnings per share	$ 0.17		$ 0.14
Antidilutive securities excluded from computation of earnings per share stock options amount	26,700,000		26,700,000

[1] Ordinary share equivalents from stock options to purchase approximately 26.7 million shares outstanding during the three-month periods ended July 1, 2011 and July 2, 2010, were excluded from the computation of diluted earnings per share primarily because the exercise price of these options was greater than the average market price of the Company's ordinary shares during the respective periods.

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Trade Receivables Securitization

3 Months Ended

Jul. 01, 2011

Trade Receivables Securitization

Trade Receivables Securitization

8.  TRADE RECEIVABLES SECURITIZATION

The Company sells trade receivables under two asset-backed securitization programs and under an accounts receivable factoring program.

Asset-Backed Securitization Programs

The Company continuously sells designated pool of trade receivables under its Global Asset-Backed Securitization Agreement (the "Global Program") and its North American Asset-Backed Securitization Agreement (the "North American Program," collectively, the "ABS Programs") to affiliated special purpose entities, 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.  The investment limits by the financial institutions are $500.0 million for the Global Program and $300.0 million for the North American Program and require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.

Servicing fees recognized during the three-month periods ended July 1, 2011 and July 2, 2010 were not material and are included in Interest and other expense, net within the Condensed Consolidated Statements of Operations.  As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

As of July 1, 2011, approximately $1.3 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of $601.7 million and deferred purchase price receivables of approximately $681.3 million.  The deferred purchase price receivables are included in other current assets as of July 1, 2011 and are valued using unobservable inputs (i.e., level three inputs), primarily discounted cash flow, and due to its high credit quality and short maturity their fair value approximated book value.  There were no write-offs, fair value adjustments or other transfers between levels in the fair value hierarchy for the deferred purchase price receivables during the three-month period ended July 1, 2011.  As of March 31, 2011, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $545.0 million and deferred purchase price receivables of approximately $460.0 million.  Retained interests consisted primarily of the Company's investment participation in the sold receivables and were carried at the expected recovery amount of the related receivables; such amounts were included in other current assets in the Condensed Consolidated Balance Sheets. 

As of July 1, 2011 and March 31, 2011, the accounts receivable balances that were sold under the ABS Programs were removed from the Condensed Consolidated Balance Sheets, and the net cash proceeds received by the Company were included as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.  As discussed more fully in the Company's Annual Report on Form 10-K, upon adoption of two new accounting standards on April 1, 2010, the balance of receivables sold for cash under the Global Program as of March 31, 2010, totaling $217.1 million, was recorded as accounts receivables and short-term bank borrowings in the opening balance sheet of fiscal 2011. Upon collection of these receivables the Company recorded cash from operations offset by repayments of bank borrowings from financing activities in the Condensed Consolidated Statements of Cash Flows during the three-month period ended July 2, 2010. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in Interest and other expense, net in the Condensed Consolidated Statements of Operations; such amounts were $3.3 million and $2.1 million for the three-month periods ended July 1, 2011, and July 2, 2010, respectively.

For the three-month period ended July 1, 2011, cash flows from sales of receivables in which the Company maintained a continuing involvement as a result of the deferred purchase price consisted of approximately $1.2 billion for transfers of receivables (of which approximately $0.1 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers) and approximately $0.9 billion for collections on the deferred purchase price assets received upon the initial transfers. For the three-month period ended July 2, 2010, cash flows from sales of receivables in which the Company maintained a continuing involvement as a result of the deferred purchase price  consisted of approximately $0.4 billion for transfers of receivables (of which approximately $0.2 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers) and approximately $0.5 billion for collections on the deferred purchase price assets received upon the initial transfers. 

Trade Accounts Receivable Sale Programs

The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $54.1 million and $109.7 million as of July 1, 2011 and March 31, 2011, respectively.    For the three-month periods ended July 1, 2011 and July 2, 2010, total accounts receivable sold to certain third party banking institutions was approximately $489.2 million and $472.6 million, respectively. The receivables that were sold were removed from the Condensed Consolidated Balance Sheets and were reflected as cash provided by operating activities in the Condensed Consolidated Statement of Cash Flows.

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Organization Of The Company

3 Months Ended

Jul. 01, 2011

Organization Of The Company

Organization Of The Company

1.  ORGANIZATION OF THE COMPANY

Flextronics International Ltd. ("Flextronics" or the "Company") was incorporated in the Republic of Singapore in May 1990. The Company's operations have expanded over the years by a combination of internal growth and acquisitions. The Company is a leading provider of advanced design and electronics manufacturing services ("EMS") to original equipment manufacturers ("OEMs") of a broad range of products in the following markets: infrastructure; mobile communication devices; computing; consumer digital devices; industrial, semiconductor capital equipment, clean technology, aerospace and defense, and white goods; automotive and marine; and medical devices. The Company's strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain services through which the Company designs, builds, ships and services a complete packaged product for its OEM customers. OEM customers leverage the Company's services to meet their product requirements throughout the entire product life cycle.  

The Company's service offerings include rigid and flexible printed circuit board fabrication, systems assembly and manufacturing (including enclosures, testing services, materials procurement and inventory management), logistics, after-sales services (including product repair, warranty services, re-manufacturing and maintenance) and multiple component product offerings. Additionally, the Company provides market-specific design and engineering services ranging from contract design manufacturing ("CDM"), where the customer purchases services on a time and materials basis, to original product design and manufacturing services, where the customer purchases a product that was designed, developed and manufactured by the Company (commonly referred to as original design manufacturing, or "ODM"). ODM products are then sold by the Company's OEM customers under the OEMs' brand names. The Company's CDM and ODM services include user interface and industrial design, mechanical engineering and tooling design, electronic system design and printed circuit board design.

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Earnings Per Share

3 Months Ended

Jul. 01, 2011

Earnings Per Share

Earnings Per Share

4.  EARNINGS PER SHARE

The following table reflects the basic and diluted weighted-average ordinary shares outstanding used to calculate basic and diluted earnings per share:

	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
	(In thousands, except per share amounts)
Basic earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding		746,762		810,637
Basic earnings per share	$	0.18	$	0.15
Diluted earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding		746,762		810,637
Weighted-average ordinary share equivalents from stock options and awards (1)		13,061		13,380
Weighted-average ordinary shares and ordinary share equivalents outstanding		759,823		824,017
Diluted earnings per share	$	0.17	$	0.14

 _________

(1) Ordinary share equivalents from stock options to purchase approximately 26.7 million shares outstanding during the three-month periods ended July 1, 2011 and July 2, 2010, were excluded from the computation of diluted earnings per share primarily because the exercise price of these options was greater than the average market price of the Company's ordinary shares during the respective periods.  

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Stock-Based Compensation (Company's Restricted Share Unit Award Activity) (Details) (USD $)	3 Months Ended
	Jul. 01, 2011
Stock-Based Compensation
Unvested restricted share unit awards as of March 31, 2011, Price	$ 8.04
Unvested restricted share unit awards as of March 31, 2011, Shares	13,801,942
Granted, Shares	7,684,068
Vested, Shares	(1,650,212)
Forfeited, Shares	(1,816,685)
Unvested restricted share unit awards as of July 1, 2011, Shares	18,019,113
Granted, Price	$ 6.70
Vested, Price	$ 10.40
Forfeited, Price	$ 10.48
Unvested restricted share unit awards as of July 1, 2011, Price	$ 7.01

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Comprehensive Income

3 Months Ended

Jul. 01, 2011

Comprehensive Income

Comprehensive Income

5.  COMPREHENSIVE INCOME

The following table summarizes the components of comprehensive income, net of tax:

	Three-Month Periods Ended
	July 1, 2011	July 2, 2010
	(In thousands)
Net income	$            131,975	$           118,178
Other comprehensive income:
Foreign currency translation adjustment	73	(9,319)
Unrealized loss on derivative instruments, and other losses	(6,797)	(3,192)
Comprehensive income	$            125,251	$           105,667

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Summary Of Accounting Policies (Intangible Assets Future Amortization Expense) (Details) (USD $) In Thousands	3 Months Ended
	Jul. 01, 2011
Summary Of Accounting Policies
2012	$ 31,684	[1]
2013	31,234
2014	21,173
2015	11,400
2016	5,669
Thereafter	5,486
Total amortization expense	$ 106,646

[1] (1) Represents estimated amortization for the nine-month period ending March 31, 2012.

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Comprehensive Income (Details) (USD $) In Thousands	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Comprehensive Income
Net income	$ 131,975	$ 118,178
Foreign currency translation adjustment	73	(9,319)
Unrealized loss on derivative instruments, and other losses	(6,797)	(3,192)
Comprehensive income	$ 125,251	$ 105,667

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Stock-Based Compensation (Company's Stock-Based Compensation Expense) (Details) (USD $) In Thousands	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Stock-based compensation, net of tax	$ 12,277	$ 14,490
Cost Of Sales [Member]
Stock-based compensation, net of tax	2,014	2,723
Selling, General And Administrative Expenses [Member]
Stock-based compensation, net of tax	$ 10,263	$ 11,767

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Summary Of Accounting Policies (Tables)

3 Months Ended

Jul. 01, 2011

Summary Of Accounting Policies

Cash And Cash Equivalents

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Cash and bank balances	$     1,038,992	$       1,372,711
Money market funds and time deposits	518,816	375,760
	$     1,557,808	$       1,748,471

Components Of Inventories

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Raw materials	$            2,385,712	$            2,271,944
Work-in-progress	630,092	579,047
Finished goods	722,494	699,295
	$            3,738,298	$            3,550,286

Schedule Of Goodwill

	Amount
	(In thousands)
Balance, beginning of the year	$          93,207
Acquisition (1)	3,535
Purchase accounting adjustment (2)	280
Foreign currency translation adjustments	355
Balance, end of the quarter	$          97,377

(1)

The amount is attributable to one acquisition during the three-month period ended July 1, 2011 that was not significant to the Company. The aggregate cash paid for this acquisition was approximately $6.2 million, net of cash acquired.

(2)

The amount is attributable to purchase accounting adjustments for a historical acquisition that was not significant to the Company, resulting from management's review of the valuation of assets and liabilities completed in a period subsequent to the respective acquisition, based on management's estimates. The effects of the adjustments, had they been made at time of acquisition, would not have had a significant impact on the balance sheet, statement of operations, or statement of cash flows for the periods subsequent to that date.

Intangible Assets Disclosure

	As of July 1, 2011						As of March 31, 2011
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
	(In thousands)						(In thousands)
Intangible assets:
Customer-related intangibles	$	375,028	$	(295,515)	$	79,513	$	378,412	$	(283,732)	$	94,680
Licenses and other intangibles...		48,404		(21,271)		27,133		44,915		(19,719)		25,196
Total	$	423,432	$	(316,786)	$	106,646	$	423,327	$	(303,451)	$	119,876

Intangible Assets Future Amortization Expense

Fiscal Year Ending March 31,	Amount
	(In thousands)
2012 (1)	$          31,684
2013	31,234
2014	21,173
2015	11,400
2016	5,669
Thereafter	5,486
Total amortization expense	$        106,646

 

(1) Represents estimated amortization for the nine-month period ending March 31, 2012.

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Bank Borrowings, Long-Term Debt & Capital Lease Obligations

3 Months Ended

Jul. 01, 2011

Bank Borrowings, Long-Term Debt & Capital Lease Obligations

Bank Borrowings, Long-Term Debt & Capital Lease Obligations

6.  BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

As of July 1, 2011 and March 31, 2011, there were $160.0 million in borrowings outstanding under the Company's five-year $2.0 billion revolving credit facility due May 2012.  The Company reclassified the balance to a current liability during the three-month period ended July 1, 2011.  The Company was in compliance with the covenants under each of its debt facilities as at July 1, 2011.

Fair Values

As of July 1, 2011, the approximate fair value of the Company's debt outstanding under its $1.7 billion Term Loan Agreement was 98.9% of the face values of the debt obligations, respectively, based on broker trading prices.  The Company's Asia Term Loans are not traded publicly; however, as the pricing, maturity and other pertinent terms of these loans closely approximate those of the $1.7 billion Term Loan Agreement, management estimates the respective fair values would be approximately the same. 

Interest Expense

During the three-month periods ended July 1, 2011 and July 2, 2010, the Company recognized interest expense of $16.3 million and $31.3 million, respectively, on its debt obligations outstanding during the period. 

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Comprehensive Income (Tables)

3 Months Ended

Jul. 01, 2011

Comprehensive Income

Comprehensive Income

	Three-Month Periods Ended
	July 1, 2011	July 2, 2010
	(In thousands)
Net income	$            131,975	$           118,178
Other comprehensive income:
Foreign currency translation adjustment	73	(9,319)
Unrealized loss on derivative instruments, and other losses	(6,797)	(3,192)
Comprehensive income	$            125,251	$           105,667

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Share Repurchase Plan (Details) (USD $) In Millions	0 Months Ended		3 Months Ended
	Jul. 18, 2011	Mar. 23, 2011	Jul. 01, 2011
Share Repurchase Plan
Repurchase of outstanding ordinary shares, authorized, value	$ 200.0	$ 200.0
Repurchase of outstanding ordinary shares, under share repurchase plan			29.0
Cash payments on repurchase of shares, value			$ 200.0

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Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Jul. 01, 2011
Company granted stock options, grants in period	399,800
Weighted average fair value per stock options	$ 2.67
Unrecognized compensation expense, contingent compensation	$ 12.9
Unrecognized compensation, weighted average vesting period, years	1.4
Options outstanding	52,900,000
Options exercisable	40,200,000
Weighted average exercise price, options outstanding	$ 7.69
Weighted average exercise price, options exercisable	$ 8.41
Granted, number of shares	7,684,068
Grants made to key employees	1,500,000
Target versus actual number of awards issued, minimum	0
Target versus actual number of awards issued, maximum	2.2
Vesting life of bonus awards, years	4
Share bonus awards granted, fair value at grant date	7.78
Stock Options [Member]
Unrecognized compensation expense, net of estimated forfeitures	24.3
Restricted Share Unit Awards [Member]
Company granted stock options, grants in period	158,000
Unrecognized compensation expense, net of estimated forfeitures	$ 81.0
Unrecognized compensation, weighted average vesting period, years	3.3

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 131,975	$ 118,178
Depreciation, amortization and other impairment charges	116,027	111,464
Changes in working capital and other, net of acquisitions	(111,591)	(140,878)
Net cash provided by operating activities	136,411	88,764
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(123,254)	(119,045)
Proceeds from the disposition of property and equipment	10,584	20,710
Acquisition of businesses, net of cash acquired	(7,056)	(477)
Other investments and notes receivable, net	(362)	(5,136)
Net cash used in investing activities	(120,088)	(103,948)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	817,966	512,350
Repayments of bank borrowings, long-term debt and capital lease obligations	(824,855)	(589,506)
Payments for repurchase of long-term debt		(7,029)
Payments for repurchases of ordinary shares	(199,999)	(104,875)
Net proceeds from issuance of ordinary shares	4,237	2,203
Net cash used in financing activities	(202,651)	(186,857)
Effect of exchange rates on cash	(4,335)	5,018
Net decrease in cash and cash equivalents	(190,663)	(197,023)
Cash and cash equivalents, beginning of period	1,748,471	1,927,556
Cash and cash equivalents, end of period	$ 1,557,808	$ 1,730,533

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Financial Instruments (Tables)

3 Months Ended

Jul. 01, 2011

Financial Instruments

Foreign Currency Contracts

Currency	Buy/Sell	Foreign Currency Amount		Notional Contract Value in USD
		(In thousands)
Cash Flow Hedges
CNY	Buy	1,503,500	$	232,610
EUR	Buy	25,374		36,692
EUR	Sell	16,359		23,111
HUF	Buy	13,891,000		75,713
ILS	Buy	163,200		47,782
MXN	Buy	1,534,900		130,722
MYR	Buy	376,950		124,839
SGD	Buy	71,200		57,957
Other	Buy	N/A		72,981
				802,407
Other Forward/Swap Contracts
BRL	Buy	47,400		30,268
BRL	Sell	108,200		69,093
CAD	Buy	46,690		47,790
CAD	Sell	71,925		73,488
EUR	Buy	143,237		207,416
EUR	Sell	232,426		336,655
GBP	Buy	13,924		22,427
GBP	Sell	35,777		57,279
HUF	Buy	6,441,100		35,107
HUF	Sell	8,387,800		45,718
JPY	Buy	5,025,027		62,475
JPY	Sell	2,915,946		36,133
MXN	Buy	758,110		64,566
MXN	Sell	247,020		21,038
MYR	Buy	152,853		50,622
SEK	Buy	2,458,189		388,344
SEK	Sell	1,181,001		186,750
Other	Buy	N/A		109,740
Other	Sell	N/A		54,971
				1,899,880
Total Notional Contract Value in USD.			$	2,702,287

Schedule Of Assets And Liabilities Related To Foreign Current Contracts

	Level 1	Level 2	Level 3	Total
	(In thousands)
Assets:
Foreign currency contracts	$             -	$        26,485	$             -	$        26,485
Liabilities:
Foreign currency contracts	-	(11,104)	-	(11,104)
Total:	$             -	$        15,381	$             -	$        15,381

Schedule Of Derivative Instruments In The Consolidated Balance Sheets Utilized For Foreign Currency Risk Management Purposes

	Fair Values of Derivative Information
	Asset Derivatives		Liability Derivatives
	Balance Sheet	Fair	Balance Sheet	Fair
	Location	Value	Location	Value
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$             15,351	Other current liabilities	$             (1,317)
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$             11,134	Other current liabilities	$             (9,787)

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Summary Of Accounting Policies (Cash and Cash Equivalents) (Details) (USD $) In Thousands	Jul. 01, 2011	Mar. 31, 2011	Jul. 02, 2010	Mar. 31, 2010
Summary Of Accounting Policies
Cash and bank balances	$ 1,038,992	$ 1,372,711
Money markey funds and time deposits	518,816	375,760
Cash and cash equivalents	$ 1,557,808	$ 1,748,471	$ 1,730,533	$ 1,927,556

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Summary Of Accounting Policies

3 Months Ended

Jul. 01, 2011

Summary Of Accounting Policies

Summary Of Accounting Policies

2.  SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company's audited consolidated financial statements as of and for the fiscal year ended March 31, 2011 contained in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 1, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2012.

The first fiscal quarters ended on July 1, 2011 and July 2, 2010, respectively. The second fiscal quarter for the current year ends on September 30, 2011 and the second fiscal quarter of the prior year ended on October 1, 2010.  The Company's third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

Cash and Cash Equivalents 

Cash and cash equivalents consisted of the following:

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Cash and bank balances	$     1,038,992	$       1,372,711
Money market funds and time deposits	518,816	375,760
	$     1,557,808	$       1,748,471

 

Inventories

The components of inventories, net of applicable lower of cost or market write-downs, were as follows

	As of	As of
	July 1, 2011	March 31, 2011
	(In thousands)
Raw materials	$            2,385,712	$            2,271,944
Work-in-progress	630,092	579,047
Finished goods	722,494	699,295
	$            3,738,298	$            3,550,286

Property and Equipment

Depreciation expense associated with property and equipment was approximately $102.7 million and $93.5 million for the three-month periods ended July 1, 2011 and July 2, 2010, respectively.

Goodwill and Other Intangibles

The following table summarizes the activity in the Company's goodwill account during the three-month period ended July 1, 2011:

	Amount
	(In thousands)
Balance, beginning of the year	$          93,207
Acquisition (1)	3,535
Purchase accounting adjustment (2)	280
Foreign currency translation adjustments	355
Balance, end of the quarter	$          97,377

(1)

The amount is attributable to one acquisition during the three-month period ended July 1, 2011 that was not significant to the Company. The aggregate cash paid for this acquisition was approximately $6.2 million, net of cash acquired.

(2)

The amount is attributable to purchase accounting adjustments for a historical acquisition that was not significant to the Company, resulting from management's review of the valuation of assets and liabilities completed in a period subsequent to the respective acquisition, based on management's estimates. The effects of the adjustments, had they been made at time of acquisition, would not have had a significant impact on the balance sheet, statement of operations, or statement of cash flows for the periods subsequent to that date.

The components of acquired intangible assets are as follows:

	As of July 1, 2011						As of March 31, 2011
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
	(In thousands)						(In thousands)
Intangible assets:
Customer-related intangibles	$	375,028	$	(295,515)	$	79,513	$	378,412	$	(283,732)	$	94,680
Licenses and other intangibles...		48,404		(21,271)		27,133		44,915		(19,719)		25,196
Total	$	423,432	$	(316,786)	$	106,646	$	423,327	$	(303,451)	$	119,876

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. Total intangible amortization expense was $13.3 million and $18.0 million during the three-month periods ended July 1, 2011 and July 2, 2010, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Amount
	(In thousands)
2012 (1)	$          31,684
2013	31,234
2014	21,173
2015	11,400
2016	5,669
Thereafter	5,486
Total amortization expense	$        106,646

 

(1) Represents estimated amortization for the nine-month period ending March 31, 2012.

Other Current Assets

Other current assets includes approximately $681.3 million and $460.0 million as of July 1, 2011 and March 31, 2011, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see Note 8).

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued a new accounting standard which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements.  For the Company, this new guidance is effective as of April 1, 2012. 

In May 2011, the FASB amended fair value measurement and disclosure guidance to achieve convergence with IFRS.  The amended guidance modifies the measurement of fair value, clarifies verbiage, and changes disclosure or other requirements in US GAAP and IFRS.  The guidance is effective for the Company as of January 1, 2012. The Company is currently evaluating the potential impact, if any, of the adoption of this guidance on its consolidated financial statements.

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments modify the criteria for recognizing revenue in multiple element arrangements. The Company adopted the provisions of this guidance prospectively to new or materially modified arrangements beginning April 1, 2011. The adoption of this new guidance did not have a material impact on the Company's consolidated financial position and results of operations.

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Share Repurchase Plan

3 Months Ended

Jul. 01, 2011

Share Repurchase Plan

Share Repurchase Plan

11.  SHARE REPURCHASE PLAN

On March 23, 2011, the Company's Board of Directors authorized the repurchase of up to $200.0 million of the Company's outstanding ordinary shares.  Share repurchases are made in the open market at such times and in such amounts as management deems appropriate.  The timing and number of shares repurchased depends on a variety of factors including price, market conditions and applicable legal requirements.  The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.  During the three-month period ended July 1, 2011, the Company repurchased approximately 29.0 million shares for an aggregate purchase price of $200.0 million, and retired all of these shares. 

On July 18, 2011, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's outstanding ordinary shares, subject to shareholder approval at the 2011 Extraordinary General Meeting of the Company's Share Purchase Mandate. The Share Purchase Mandate was approved by the Company's shareholders at the 2011 Extraordinary General Meeting on July 22, 2011.

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Bank Borrowings, Long-Term Debt & Capital Lease Obligations (Narrative) (Details) (USD $)	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Credit facility	$ 2,000,000,000
Long term debt maturities, number of years	5
Credit facility, expiration date	May 2012
Amount outstanding under the revolving line of credit	160,000,000
Interest expense	16,300,000	31,300,000
Term Loan Agreement [Member]
Debt instrument, principal outstanding	$ 1,700,000,000
Approximate fair value of debt obligations	98.90%

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Earnings Per Share (Tables)

3 Months Ended

Jul. 01, 2011

Earnings Per Share

Earnings Per Share

	Three-Month Periods Ended
	July 1, 2011		July 2, 2010
	(In thousands, except per share amounts)
Basic earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding		746,762		810,637
Basic earnings per share	$	0.18	$	0.15
Diluted earnings per share:
Net income	$	131,975	$	118,178
Shares used in computation:
Weighted-average ordinary shares outstanding		746,762		810,637
Weighted-average ordinary share equivalents from stock options and awards (1)		13,061		13,380
Weighted-average ordinary shares and ordinary share equivalents outstanding		759,823		824,017
Diluted earnings per share	$	0.17	$	0.14

 _________

(1) Ordinary share equivalents from stock options to purchase approximately 26.7 million shares outstanding during the three-month periods ended July 1, 2011 and July 2, 2010, were excluded from the computation of diluted earnings per share primarily because the exercise price of these options was greater than the average market price of the Company's ordinary shares during the respective periods.  

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Jul. 01, 2011	Mar. 31, 2011
ASSETS
Cash and cash equivalents	$ 1,557,808	$ 1,748,471
Accounts receivable, net of allowance for doubtful accounts of $12,870 and $13,388 as of July 1, 2011 and March 31, 2011, respectively	2,911,020	2,629,633
Inventories	3,738,298	3,550,286
Other current assets	1,361,658	1,125,809
Total current assets	9,568,784	9,054,199
Property and equipment, net	2,188,093	2,141,063
Goodwill and other intangible assets, net	204,023	213,083
Other assets	222,231	224,807
Total assets	12,183,131	11,633,152
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank borrowings, current portion of long-term debt and capital lease obligations	179,625	21,179
Accounts payable	5,528,148	5,081,898
Accrued payroll	387,898	381,188
Other current liabilities	1,515,628	1,344,666
Total current liabilities	7,611,299	6,828,931
Long-term debt and capital lease obligations, net of current portion	2,034,124	2,199,195
Other liabilities	301,247	310,330
Commitments and contingencies (Note 10)
Shareholders' equity
Ordinary shares, no par value; 804,526,625 and 830,745,010 shares issued, and 730,775,553 and 756,993,938 outstanding as of July 1, 2011 and March 31, 2011, respectively	8,682,070	8,865,556
Treasury stock, at cost; 73,751,072 shares as of July 1, 2011 and March 31, 2011	(523,110)	(523,110)
Accumulated deficit	(5,936,529)	(6,068,504)
Accumulated other comprehensive income	14,030	20,754
Total shareholders' equity	2,236,461	2,294,696
Total liabilities and shareholders' equity	$ 12,183,131	$ 11,633,152

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Financial Instruments (Foreign Currency Contracts) (Details) In Thousands	Jul. 01, 2011 USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] EUR [Member] Sell [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] EUR [Member] Sell [Member] EUR (€)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] BRL [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] BRL [Member] Sell [Member] BRL	Jul. 01, 2011 Other Forward/Swap Contracts [Member] CAD [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] CAD [Member] Sell [Member] CAD	Jul. 01, 2011 Other Forward/Swap Contracts [Member] EUR [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] EUR [Member] Sell [Member] EUR (€)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] GBP [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] GBP [Member] Sell [Member] GBP (£)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] HUF [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] HUF [Member] Sell [Member] HUF	Jul. 01, 2011 Other Forward/Swap Contracts [Member] JPY [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] JPY [Member] Sell [Member] JPY (¥)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MXN [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MXN [Member] Sell [Member] MXN	Jul. 01, 2011 Other Forward/Swap Contracts [Member] SEK [Member] Sell [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] SEK [Member] Sell [Member] SEK	Jul. 01, 2011 Other Forward/Swap Contracts [Member] Other [Member] Sell [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] CNY [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] CNY [Member] Buy [Member] CNY	Jul. 01, 2011 Cash Flow Hedges [Member] EUR [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] EUR [Member] Buy [Member] EUR (€)	Jul. 01, 2011 Cash Flow Hedges [Member] HUF [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] HUF [Member] Buy [Member] HUF	Jul. 01, 2011 Cash Flow Hedges [Member] ILS [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] ILS [Member] Buy [Member] ILS	Jul. 01, 2011 Cash Flow Hedges [Member] MXN [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] MXN [Member] Buy [Member] MXN	Jul. 01, 2011 Cash Flow Hedges [Member] MYR [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] MYR [Member] Buy [Member] MYR	Jul. 01, 2011 Cash Flow Hedges [Member] SGD [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] SGD [Member] Buy [Member] SGD	Jul. 01, 2011 Cash Flow Hedges [Member] Other [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] BRL [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] BRL [Member] Buy [Member] BRL	Jul. 01, 2011 Other Forward/Swap Contracts [Member] CAD [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] CAD [Member] Buy [Member] CAD	Jul. 01, 2011 Other Forward/Swap Contracts [Member] EUR [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] EUR [Member] Buy [Member] EUR (€)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] GBP [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] GBP [Member] Buy [Member] GBP (£)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] HUF [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] HUF [Member] Buy [Member] HUF	Jul. 01, 2011 Other Forward/Swap Contracts [Member] JPY [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] JPY [Member] Buy [Member] JPY (¥)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MXN [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MXN [Member] Buy [Member] MXN	Jul. 01, 2011 Other Forward/Swap Contracts [Member] SEK [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] SEK [Member] Buy [Member] SEK	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MYR [Member] Buy [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] MYR [Member] Buy [Member] MYR	Jul. 01, 2011 Other Forward/Swap Contracts [Member] Other [Member] Buy [Member] USD ($)	Jul. 01, 2011 Cash Flow Hedges [Member] USD ($)	Jul. 01, 2011 Other Forward/Swap Contracts [Member] USD ($)
Notional Contract Value	$ 2,702,287	$ 23,111	€ 16,359	$ 69,093	108,200	$ 73,488	71,925	$ 336,655	€ 232,426	$ 57,279	£ 35,777	$ 45,718	8,387,800	$ 36,133	¥ 2,915,946	$ 21,038	247,020	$ 186,750	1,181,001	$ 54,971	$ 232,610	1,503,500	$ 36,692	€ 25,374	$ 75,713	13,891,000	$ 47,782	163,200	$ 130,722	1,534,900	$ 124,839	376,950	$ 57,957	71,200	$ 72,981	$ 30,268	47,400	$ 47,790	46,690	$ 207,416	€ 143,237	$ 22,427	£ 13,924	$ 35,107	6,441,100	$ 62,475	¥ 5,025,027	$ 64,566	758,110	$ 388,344	2,458,189	$ 50,622	152,853	$ 109,740	$ 802,407	$ 1,899,880

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Trade Receivables Securitization (Narrative) (Details) (USD $)	3 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Mar. 31, 2011	Jul. 01, 2011 North America A/R [Member]	Jul. 01, 2011 Global A/R [Member]	Mar. 31, 2010 Global A/R [Member]
Investment limit with financial institution				$ 300,000,000	$ 500,000,000
Accounts receivable sold to commercial paper conduit						217,100,000
Company's accounts receivable sold to third-party	1,300,000,000		1,000,000,000
Cash proceeds from sale of accounts receivable	601,700,000		545,000,000
Loss from sale of receivable	3,300,000	2,100,000
Deferred purchase price receivable	681,300,000		460,000,000
Receivable sold but not yet collected from banking institutions	54,100,000		109,700,000
Deferred purchase price transfers receivables	1,200,000,000	400,000,000
Cash flows from new transfers of receivables	100,000,000	200,000,000
Collections on the deferred purchase price assets	900,000,000	500,000,000
Accounts receivable sold to certain third party Banking Institutions	$ 489,200,000	$ 472,600,000
Percent of receivables sold to unaffiliated institutions	100.00%