VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Kathleen Collins, Accounting Branch Chief
Re: |
Flextronics International Ltd. |
|
Form 10-K for the Fiscal Year Ended March 31, 2011 |
|
Filed on May 23, 2011 |
|
File No. 000-23354 |
Ladies and Gentlemen:
On behalf of Flextronics International Ltd., a Singapore company (the Company or Flextronics), we are providing this letter in response to the comment raised in the letter dated August 23, 2011 (the 2nd Comment Letter) from the staff (the Staff) of the Securities and Exchange Commission to Mr. Jonathan Hoak, Senior Vice President and General Counsel of the Company. Set forth below is the Companys response to the Staffs comment. To facilitate your review, the Staff comment, as set forth in the 2nd Comment Letter, is reprinted in italics and is followed by the Companys response.
Form 10-K for the Fiscal Year Ended March 31, 2011
Item 15. Exhibits and Financial Statement Schedules
Note 7. Commitments and Contingencies, page 87
We note your revised disclosure provided in response to prior comment 4. Please revise your disclosures further in future filings to refer to probable and/or reasonably possible losses instead of possible losses to be consistent with terminology of ASC 450. In this regard, please note that your use of the term
|
|
Ms. Kathleen Collins |
|
August 30, 2011 |
possible is confusing as it appears to imply a fourth criteria in ASC 450 that does not exist in the range of probable, reasonably possible or remote. Please provide the proposed revised disclosures that you intend to include in future filings.
Company Response:
The Company acknowledges the Staffs comment and confirms that it will revise its disclosure in its future filings to more clearly indicate, if true, that, as of the end of the applicable period the Company believes any losses that are probable or reasonably possible resulting from claims in the shareholder class action lawsuit would not be material to the financial statements as a whole.
The Company respectfully submits to the Staff the Company will make the following change in the footnote disclosures for its Legal Contingencies beginning with the report on Form 10-Q that will be filed for the quarter ended September 30, 2011 (changes from the disclosure in the Companys Quarterly Report for the period ended July 1, 2011 filed on Form 10-Q with the Securities and Exchange Commission on August 9, 2011, which incorporates the revisions proposed in the Companys response to the Comment Letter dated August 2, 2011 have been underscored).
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 Solectrons 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 Companys stock in exchange for their shares of Solectron stock following the merger. On April 21, 2011, the Court granted a request by the plaintiffs 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 losses that are probable or reasonably possible of being incurred as a result of 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 losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in its consolidated balance sheet would not be material to the financial statements as a whole.
|
|
Ms. Kathleen Collins |
|
August 30, 2011 |
****
In connection with this response, the Company is furnishing a separate letter, attached hereto, acknowledging the Tandy representations.
Should you have any questions or comments relating to this letter, kindly contact the undersigned at 212-696-6918.
|
Very truly yours, |
|
|
|
/s/Jeffrey N. Ostrager |
|
|
|
Jeffrey N. Ostrager |
cc: |
Jonathan S. Hoak, Flextronics International Ltd. |
|
Susan Marsch, Flextronics International Ltd. |
|
Christopher Collier, Flextronics International Ltd. |
|
|
|
Joe Maglione, Deloitte & Touche LLP |
|
|
|
Melissa Feider, Securities and Exchange Commission |
|
Flextronics International Ltd. |
65.6299.8888 |
Main |
|
Company Reg. No. 199002645H |
65.6543.1888 |
Fax |
|
2 Changi South Lane |
| |
|
Singapore 486123 |
www.flextronics.com | |
|
|
| |
|
August 30, 2011 |
|
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Kathleen Collins, Accounting Branch Chief
Re: |
Flextronics International Ltd. |
|
Form 10-K for the Fiscal Year Ended March 31, 2011 |
|
Filed on May 23, 2011 |
|
File No. 000-23354 |
Ladies and Gentlemen:
On behalf of Flextronics International Ltd., a Singapore company (the Company), in response to the comment raised in the letter dated August 23, 2011 (the 2nd Comment Letter) from the staff (the Staff) of the Securities and Exchange Commission, the Company acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|
Very truly yours, |
|
|
|
/s/Christopher Collier |
|
|
|
Christopher Collier |
|
Chief Accounting Officer |
M'@!($-"$!P(TQ34-VI5LC:XMQ/V8P9`T!%LXB01)0-B]E$[A2-KD)KP!`+90V*-"P#
M*Q)M,:4N"SC7K-VL.D3``C6`S1$)/X1,T``DD.W)$AT/