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 September 28, 2012

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 þ

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 October 22, 2012
Ordinary Shares, No Par Value	663,220,260

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) — September 28, 2012 and March 31, 2012	4
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month and Six-Month Periods Ended September 28, 2012 and September 30, 2011	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month and Six-Month Periods Ended September 28, 2012 and September 30, 2011	6
	Condensed Consolidated Statements of Cash Flows (unaudited) —Six-Month Periods Ended September 28, 2012 and September 30, 2011	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		30

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 September 28, 2012, the related condensed consolidated statements of operations and of comprehensive income for the three-month and six-month periods ended September 28, 2012 and September 30, 2011, and the condensed consolidated statements of cash flows for the six-month periods ended September 28, 2012 and September 30, 2011. 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, 2012, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 25, 2012, 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, 2012 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

October 26, 2012

3

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	September 28, 2012			March 31, 2012
	(In thousands,
	except share amounts)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,561,569		$	1,518,329
Accounts receivable, net of allowance for doubtful accounts of $15,028 and $39,071 as of September 28, 2012 and March 31, 2012, respectively	2,400,558			2,593,829
Inventories	3,121,534			3,300,791
Current assets of discontinued operations	19,818			21,642
Other current assets	1,337,766			1,099,959
Total current assets	8,441,245			8,534,550
Property and equipment, net	2,179,297			2,076,442
Goodwill and other intangible assets, net	299,934			159,924
Long-term assets of discontinued operations	6,692			41,417
Other assets	262,100			221,471
Total assets	$	11,189,268		$	11,033,804
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings, current portion of long-term debt and capital lease obligations	$	218,955		$	42,467
Accounts payable	4,208,471			4,294,873
Accrued payroll	379,407			345,337
Current liabilities of discontinued operations	19,521			24,854
Other current liabilities	1,597,969			1,580,654
Total current liabilities	6,424,323			6,288,185
Long-term debt and capital lease obligations, net of current portion	1,876,756			2,157,798
Other liabilities	435,246			303,842
Commitments and contingencies (Note 11)
Shareholders’ equity
Ordinary shares, no par value; 717,364,229 and 733,979,527 issued, and 667,124,874 and 683,740,173 outstanding as of September 28, 2012 and March 31, 2012, respectively	8,187,184			8,292,370
Treasury shares, at cost; 50,239,355 shares as of September 28, 2012 and March 31, 2012	(388,215		)	(388,215		)
Accumulated deficit	(5,300,720		)	(5,579,739		)
Accumulated other comprehensive loss	(45,306		)	(40,437		)
Total shareholders’ equity	2,452,943			2,283,979
Total liabilities and shareholders’ equity	$	11,189,268		$	11,033,804

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

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands, except per share amounts)
	(Unaudited)
Net sales	$	6,174,841		$	8,008,428		$	12,150,836		$	15,503,716
Cost of sales	5,808,069			7,635,910			11,426,707			14,730,422
Gross profit	366,772			372,518			724,129			773,294
Selling, general and administrative expenses	192,183			210,378			382,527			422,198
Intangible amortization	7,265			11,459			15,074			23,580
Interest and other expense (income), net	(10,450		)	1,419			335			23,668
Income from continuing operations before income taxes	177,774			149,262			326,193			303,848
Provision for income taxes	17,321			15,313			28,971			32,594
Income from continuing operations	160,453			133,949			297,222			271,254
Loss from discontinued operations, net of tax	(9,906		)	(4,069		)	(18,203		)	(9,399		)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Earnings per share:
Income from continuing operations:
Basic	$	0.24		$	0.19		$	0.44		$	0.37
Diluted	$	0.24		$	0.18		$	0.44		$	0.36
Loss from discontinued operations:
Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Net income:
Basic	$	0.23		$	0.18		$	0.42		$	0.36
Diluted	$	0.22		$	0.18		$	0.41		$	0.35
Weighted-average shares used in computing per share amounts:
Basic	666,265			722,208			670,816			734,485
Diluted	678,086			731,049			683,171			745,436

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

5

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three-Month Periods Ended					Six-Month Periods Ended
	September 28, 2012		September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
	(Unaudited)
Net income	$	150,547	$	129,880		$	279,019		$	261,855
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	21,135		(35,830		)	(10,972		)	(35,757		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	22,218		(37,347		)	6,103			(44,144		)
Comprehensive income	$	193,900	$	56,703		$	274,150		$	181,954

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

6

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six-Month Periods Ended
	September 28, 2012			September 30, 2011
	(In thousands)
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	279,019		$	261,855
Depreciation, amortization and other impairment charges	229,700			237,498
Changes in working capital and other	19,126			(62,473		)
Net cash provided by operating activities	527,845			436,880
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(264,471		)	(260,703		)
Proceeds from the disposition of property and equipment	19,275			23,760
Acquisition of businesses, net of cash acquired	7,834			(21,426		)
Proceeds from divestiture of business, net of cash held in divested business	16,472			—
Other investing activities, net	(58,077		)	2,408
Net cash used in investing activities	(278,967		)	(255,961		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	160,185			1,616,545
Repayments of bank borrowings, long-term debt and capital lease obligations	(272,211		)	(1,620,748		)
Payments for repurchase of ordinary shares	(134,014		)	(306,057		)
Net proceeds from issuance of ordinary shares	10,636			6,230
Other financing activities, net	31,273			—
Net cash used in financing activities	(204,131		)	(304,030		)
Effect of exchange rates on cash and cash equivalents	(1,507		)	(29,651		)
Net increase (decrease) in cash and cash equivalents	43,240			(152,762		)
Cash and cash equivalents, beginning of period	1,518,329			1,748,471
Cash and cash equivalents, end of period	$	1,561,569		$	1,595,709

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

7

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 through a combination of organic growth and acquisitions. The Company is a leading global provider of vertically-integrated advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products in the following markets: High Reliability Solutions (“HRS”), which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions (“HVS”), which includes our mobile devices business, including smart phones, consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets, printers, and our original design manufacturing (“ODM”) PC business which we exited in fiscal 2012; Industrial and Emerging Industries (“IEI”), which is comprised of our white goods, equipment, and emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses. 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 can design, build, ship and service 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), supply chain management software solutions and component product offerings. Additionally, the Company provides a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers.

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, 2012 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 and six-month periods ended September 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013.

The first quarter for fiscal 2013 and fiscal 2012 ended on June 29, 2012 and July 1, 2011, respectively. The second quarter for fiscal 2013 and fiscal 2012 ended on September 28, 2012 and September 30, 2011, respectively.  The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

The Company recognized a $23.0 million gain as a component of interest and other expense (income), net in the three-month period ended September 28, 2012 for the cumulative fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  These fully-vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the statements of operations. The gain from changes in fair value recognized in the three-month period ended September 28, 2012 includes an out-of-period adjustment of $12.8 million and the six-month period ended September 28, 2012 includes an out-of-period adjustment of $5.7 million.  Management believes the impact of the error is not material to current or prior fiscal periods.

During the second quarter of fiscal 2013, the Company finalized a plan to sell a non-core business. An agreement was entered into on October 15, 2012, and the sale is expected to close in fiscal 2013.

During the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies, Inc. (“Tessera Technologies”), and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.

8

In accordance with the accounting guidance, these non-core businesses represent separate asset groups and the divestitures qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

For the six-month period ended September 30, 2011, approximately $902.2 million of proceeds from bank borrowings and repayment of bank borrowings, related to certain short-term facilities, were previously reflected on a gross basis in the condensed consolidated statements of cash flows. These amounts should have been reflected on a net basis in “repayment of bank borrowings, long-term debt and capital lease obligations” and have been corrected in the accompanying condensed consolidated statements of cash flows. The correction had no net impact on total cash used in financing activities.  This error had no impact on current year cash flows.

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Cash and bank balances	$	1,245,634	$	1,174,423
Money market funds and time deposits	315,935		343,906
	$	1,561,569	$	1,518,329

Inventories

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

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Raw materials	$	1,955,335	$	1,952,358
Work-in-progress	498,034		537,753
Finished goods	668,165		810,680
	$	3,121,534	$	3,300,791

Other Current Assets / Other Assets

Other current assets includes approximately $458.1 million and $514.9 million as of September 28, 2012 and March 31, 2012, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see note 8).  Additionally, as of September 28, 2012, $224.3 million was included in other current assets related to customer specific manufacturing assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.

As discussed further under the basis of presentation and principles of consolidation, the Company recognized a $23.0 million gain for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  The fair value of the warrants is included in other assets on the condensed consolidated balance sheet as of September 28, 2012.

Property and Equipment

Depreciation expense associated with property and equipment was approximately $98.3 million and $198.2 million for the three-month and six-month periods ended September 28, 2012, respectively, and $101.7 million and $201.0 million for the three-month and six-month periods ended September 30, 2011, respectively.

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the six-month period ended September 28, 2012:

9

	Amount
	(In thousands)
Balance, beginning of the year	$	101,670
Acquisitions (1)	68,319
Foreign currency translation adjustments	(379		)
Balance, end of the quarter	$	169,610

(1)The amount is attributable to certain acquisitions that were not individually, nor in the aggregate, significant to the Company. See note 10 to the condensed consolidated financial statements for additional information.

The components of acquired intangible assets are as follows:

	As of September 28, 2012							As of March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	243,581	$	(212,307	)	$	31,274	$	243,681	$	(199,238	)	$	44,443
Licenses and other intangibles	110,737		(11,687		)	99,050		22,740		(8,929		)	13,811
Total	$	354,318	$	(223,994	)	$	130,324	$	266,421	$	(208,167	)	$	58,254

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended September 28, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a net carrying amount of $10.0 million, which is included in the results from discontinued operations, in connection with the non-core business expected to be divested during fiscal 2013 based on the carrying value of net assets and the expected sale proceeds.  During the first fiscal quarter of 2013, the value of intangible assets increased by $88.0 million relating to a license agreement for exclusive manufacturing rights and certain manufacturing technologies and processes in connection with an acquisition as more fully described in note 10 to the condensed consolidated financial statements.  Total intangible amortization expense was $8.1 million and $15.9 million during the three-month and six-month periods ended September 28, 2012, respectively, of which $0.8 million was recorded in cost of sales during the quarter ended September 28, 2012 in connection with the aforementioned acquisition.  Total intangible amortization expense was $11.5 million and $23.6 million during the three-month and six-month periods ended September 30, 2011, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Total
	(In thousands)
2013 (1)	$	25,793
2014	45,030
2015	48,394
2016	7,809
2017	1,959
Thereafter	1,339
Total amortization expense	$	130,324

(1)       Represents estimated amortization for the six-month period ending March 31, 2013.

Other Current Liabilities

Other current liabilities include customer working capital advances amounting to $210.8 million and $326.6 million and deferred revenue amounting to $231.1 million and $329.6 million as of September 28, 2012 and March 31, 2012, respectively. Additionally, as of September 28, 2012, $197.5 million was included in other current liabilities related to customer specific assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.

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3.  SHARE-BASED COMPENSATION

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

	Three-Month Periods Ended				Six-Month Periods Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
	(In thousands)
Cost of sales	$	1,058	$	2,293	$	2,515	$	4,307
Selling, general and administrative expenses	7,316		11,955		15,677		22,218
Total stock-based compensation expense	$	8,374	$	14,248	$	18,192	$	26,525

Total unrecognized compensation expense related to share options is $2.7 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.3 years. As of September 28, 2012, the number of options outstanding and exercisable was 37.6 million and 36.4 million, respectively, at weighted-average exercise prices of $7.98 and $8.02 per share, respectively.

During the six-month period ended September 28, 2012, the Company granted 8.9 million unvested share bonus awards at an average grant date price of $6.79 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.2 million represents the target amount of grants made to certain key employees whereby vesting is contingent on 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 cliff vest after a period of three years, if such market conditions have been met. The number of shares issued can range from zero to 4.4 million.  The average grant-date fair value of these awards was estimated to be $7.64 per share and was calculated using a Monte Carlo simulation.  As of September 28, 2012, approximately 22.3 million of unvested share bonus awards were outstanding, of which vesting for 4.4 million is contingent on meeting the certain market condition above. The number of shares issued can range from zero to 7.6 million based on the achievement levels of the targeted market condition.

As of September 28, 2012, total unrecognized compensation expense related to unvested share bonus awards is $90.2 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.9 years. Approximately $11.7 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting a certain market condition, as discussed above.

4.  EARNINGS PER SHARE

The following table reflects the basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income from continuing and discontinued operations per share:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Basic earnings from continuing operations per share	$	0.24		$	0.19		$	0.44		$	0.37
Basic loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Basic earnings per share	$	0.23		$	0.18		$	0.42		$	0.36
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Weighted-average ordinary share equivalents from stock options and awards (1)	11,821			8,841			12,355			10,951
Weighted-average ordinary shares and ordinary share equivalents outstanding	678,086			731,049			683,171			745,436
Diluted earnings from continuing operations per share	$	0.24		$	0.18		$	0.44		$	0.36
Diluted loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Diluted earnings per share	$	0.22		$	0.18		$	0.41		$	0.35

(1)       Ordinary share equivalents from share options to purchase approximately 20.4 million shares and 27.4 million shares outstanding during the three-month

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periods ended September 28, 2012 and September 30, 2011, respectively, and 21.6 million shares and 26.8 million shares outstanding during the six-month periods ended September 28, 2012 and September 30, 2011, respectively, 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. BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

Bank borrowings and long-term debt are as follows:

	As of			As of
	September 28, 2012			March 31, 2012
	(In thousands)
Term Loan, including current portion, due in installments through October 2014	$	1,173,425		$	1,179,595
New Term Loan, including current portion, due in installments through October 2016	531,250			487,500
Asia Term Loans	376,000			377,000
Outstanding under revolving line of credit	—			140,000
Other	4,763			4,578
	2,085,438			2,188,673
Current portion	(215,840		)	(39,340		)
Non-current portion	$	1,869,598		$	2,149,333

New Term Loan due October 2016

On September 28, 2012, the Company increased the limit on its New Term Loan maturing in October 2016 by $50.0 million and borrowed the entire incremental amount.

Asia Term Loans

As of September 28, 2012, there were $376.0 million in borrowings outstanding under the Company’s Asia term loans, of which $174.0 million will be due in September 2013.  Accordingly, this amount is classified as bank borrowings, current portion of long-term debt and capital leases on the condensed consolidated balance sheet as of September 28, 2012.

Revolving Line of Credit

During the quarter ended September 28, 2012, the Company repaid all amounts outstanding under its $1.5 billion revolving line of credit facility.

6. INTEREST AND OTHER EXPENSE (INCOME), NET

During the three-month and six-month periods ended September 28, 2012, the Company recognized interest expense of $15.5 million and $31.3 million, respectively, on its debt obligations outstanding during the period. During the three-month and six-month periods ended September 30, 2011, the Company recognized interest expense of $16.6 million and $32.9 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized interest income of $4.8 million and $11.8 million, respectively. During the three-month and six-month periods ended September 30, 2011, the Company recognized interest income of $4.7 million and $8.0 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized gains on foreign exchange transactions of $2.8 million and $7.6 million, respectively.  During the three-month and six-month periods ended September 30, 2011, the Company recognized gains on foreign exchange transactions of $16.1 million and $21.7 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized a gain of $23.0 million for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier as discussed in note 2.

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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 September 28, 2012, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $3.2 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	2,904,030	—	$	460,789	$	—
EUR	20,599	9,729	26,479		12,420
HUF	13,818,000	—	62,350		—
ILS	153,600	—	39,089		—
MXN	1,499,900	—	116,774		—
MYR	386,600	—	125,662		—
SGD	46,700	—	38,026		—
Other	N/A	N/A	63,918		500
			933,087		12,920
Other Forward/Swap Contracts
BRL	34,900	54,200	17,140		26,618
CAD	34,417	44,470	35,095		45,449
CNY	932,472	931,248	148,000		148,000
EUR	388,999	198,361	500,165		254,416
GBP	14,536	34,690	23,443		56,187
HUF	5,394,500	5,502,300	24,341		24,828
JPY	6,412,466	3,371,577	82,528		43,192
MXN	701,555	216,920	54,619		16,888
MYR	187,020	40,250	60,790		13,083
SEK	2,371,420	756,283	360,346		114,776
SGD	31,163	4,385	25,375		3,571
Other	N/A	N/A	111,576		35,227
			1,443,418		782,235
Total Notional Contract Value in USD			$	2,376,505	$	795,155

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 (income), net in the condensed consolidated statements 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 September 28, 2012 and March 31, 2012, the Company also has included net deferred gains and losses, respectively, in accumulated other comprehensive loss, 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 gains as of September 28, 2012 are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations primarily 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 (income), net in the condensed consolidated statements of operations.

The following table presents the fair value of the Company’s derivative instruments located on the condensed consolidated balance sheets utilized for foreign currency risk management purposes:

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	Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	September 28,		March 31,		Balance Sheet	September 28,		March 31,
	Location	2012		2012		Location	2012		2012
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	16,631	$	10,075	Other current liabilities	$	1,563	$	1,905
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	7,711	$	10,894	Other current liabilities	$	5,367	$	6,200

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 Company maintains a continuing involvement in the receivables sold as a result of the deferred purchase price. 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 and six-month periods ended September 28, 2012 and September 30, 2011 were not material and are included in interest and other expense (income), 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 September 28, 2012, approximately $1.0 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 $575.6 million and deferred purchase price receivables of approximately $458.1 million.  As of March 31, 2012, approximately $1.1 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.8 million and deferred purchase price receivables of approximately $514.9 million.  The deferred purchase price receivables are included in other current assets as of September 28, 2012 and March 31, 2012, and were carried at the expected recovery amount of the related receivables.  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 (income), net in the condensed consolidated statements of operations; such amounts were $1.8 million and $3.5 million for the three-month and six-month periods ended September 28, 2012, respectively, and $3.0 million and $6.3 million for the three-month and six-month periods ended September 30, 2011.

As of September 28, 2012 and March 31, 2012, 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.

For the six-month periods ended September 28, 2012 and September 30, 2011, cash flows from sales of receivables under the ABS Programs consisted of approximately $1.9 billion and $2.4 billion for transfers of receivables, respectively (of which approximately $0.3 billion and $0.2 billion, respectively represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).

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The following table summarizes the activity in the deferred purchase price receivables account:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Beginning balance	$	513,907		$	681,348		$	514,895		$	459,994
Transfers of receivables	835,538			1,768,462			1,715,482			2,883,576
Collections	(891,360		)	(1,377,149		)	(1,772,292		)	(2,270,909		)
Ending balance	$	458,085		$	1,072,661		$	458,085		$	1,072,661

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 $181.7 million and $110.5 million as of September 28, 2012 and March 31, 2012, respectively. For the six-month periods ended September 28, 2012 and September 30, 2011, total accounts receivable sold to certain third party banking institutions was approximately $622.3 million and $1.0 billion, respectively. The loss on sales of accounts receivables sold was not material for the three and six month periods ended September 28, 2012 and September 30, 2011.  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 statements of cash flows.

9. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

The Company has deferred compensation plans for its officers and certain other employees.  Deferred amounts under the plans are invested in hypothetical investments selected by the participant or the participant’s investment manager.  The Company’s deferred compensation plan assets are included in other noncurrent assets on the condensed consolidated balance sheets and primarily include investments in equity securities that are valued using active market prices.

The Company values available for sale investments using level 1 inputs which are active market trading prices.

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

The Company’s cash equivalents are comprised of bank deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value.

The Company’s deferred compensation plan assets also include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources.  These sources price these investments using certain market indices and the performance of these investments in relation to these indices.  As a result, the Company has classified these investments as level 2 in the fair value hierarchy.

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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The Company values deferred purchase price receivables relating to its Asset-Backed Securitization Program based on a discounted cash flow analysis using unobservable inputs (i.e. level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor and due to its high credit quality and short term maturity their fair value approximates carrying value.  Significant increases in either of the significant unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, but is insignificant. The interrelationship between these inputs is also insignificant.  Refer to note 8, Trade Receivable Securitization, for a reconciliation of the change in the deferred purchase price receivable during the six-month periods ended September 28, 2012 and September 30, 2011.

As discussed in note 2, the Company has warrants to purchase up to 1.35 million shares of the common stock of a certain supplier at a weighted-average price of $7.33 per share.  The warrants expire on May 18, 2018.  The Company values these warrants based on the Black-Scholes option-valuation model using unobservable inputs classified as level 3 in the fair value hierarchy.  For the quarter ended September 28, 2012 the Company used the following assumptions to fair value these warrants:

	As of September 28, 2012
Remaining life	5.6 years
Volatility	55%
Dividend yield	0%
Risk-free rate	0.75%

The Company recognized $23.0 million for the fair value adjustment of these warrants during the three-month and six-month periods ended September 28, 2012.  There were no other additions or changes in the valuation of these warrants during the above periods.

There were no transfers between levels in the fair value hierarchy during the three-month and six-month periods ended September 28, 2012 and September 30, 2011.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:

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	Fair Value Measurements as of September 28, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	315,935		$	—	$	315,935
Deferred purchase price receivable (Note 8)	—		—			458,085		458,085
Foreign exchange forward contracts (Note 7)	—		24,342			—		24,342
Available for sale investments	5,056		—			—		5,056
Warrants to purchase common shares (Note 2)	—		—			23,000		23,000
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,049		54,800			—		57,849
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(6,930	)	$	—	$	(6,930	)

	Fair Value Measurements as of March 31, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	343,906		$	—	$	343,906
Deferred purchase price receivable (Note 8)	—		—			514,895		514,895
Foreign exchange forward contracts (Note 7)	—		20,969			—		20,969
Available for sale investments	5,994		—			—		5,994
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,411		54,241			—		57,652
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(8,105	)	$	—	$	(8,105	)

Other financial instruments

The following table presents the Company’s liabilities not carried at fair value:

	As of September 28, 2012				As of March 31, 2012
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	1,173,425	$	1,167,599	$	1,179,595	$	1,171,959	Level 1
Term loan dated October 19, 2011	531,250		530,586		487,500		482,625		Level 1
Asia term loans	376,000		374,133		377,000		374,394		Level 2
Revolving credit facility	—		—		140,000		140,000		Level 2
Total	$	2,080,675	$	2,072,318	$	2,184,095	$	2,168,978

Revolving credit facility - The carrying amount, if any, approximates fair value due to the short term nature of the interest rates underlying any borrowings under this facility, though the facility itself is available to the Company on a long term basis.

Term loans dated October 1, 2007 and October 19, 2011 - The term loans are valued based on broker trading prices in active markets.

Asia term loans - 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 Term Loan Agreements dated October 1, 2007, and October 19, 2011, management estimates the respective trading prices would be approximately the same.

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Assets held for sale

As of September 28, 2012 and March 31, 2012, assets that were no longer in use and held for sale totaled approximately $17.0 million and $16.7 million, respectively, excluding assets that have been identified as relating to discontinued operations as discussed further in note 13.  The assets held for sale primarily represent manufacturing facilities that have been closed as part of the Company’s historical facility consolidations. These assets are recorded at the lesser of carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs).  There were no material fair value adjustments or other transfers between levels in the fair value hierarchy for these assets during the three-month and six-month periods ended September 28, 2012 and September 30, 2011.

10. BUSINESS AND ASSET ACQUISITIONS

Business Acquisitions

During the six-month period ended September 28, 2012, the Company completed three acquisitions that were not individually, nor in the aggregate, significant to the Company’s consolidated financial position, results of operations and cash flows. The total consideration, which was paid in cash for these acquisitions and earn outs related to certain prior period acquisitions amounted to $72.3 million. The total amount of cash acquired from these acquisitions amounted to $80.1 million, resulting in net cash of $7.8 million acquired from these acquisitions during the six-month period ended September 28, 2012. One of the acquired businesses expanded the Company’s capabilities primarily in the medical and defense markets; another acquired business will support the hardware product manufacturing needs of an existing customer in the technology industry; and the other acquired business will expand the Company’s capabilities primarily in the LED design and manufacturing market. The Company primarily acquired cash, inventory and certain other manufacturing assets and recorded goodwill of $68.3 million in connection with these acquisitions.

In connection with one of the acquisitions during the first fiscal quarter of 2013, the Company acquired certain manufacturing assets that were purchased by the acquired company on behalf of an existing customer and will be continued to be used exclusively for the benefit of this customer. These assets are financed by a third party banking institution acting as an agent of the customer under an agreement, the terms of which reset annually.  The Company can settle the obligation related to these assets by returning the respective assets to the customer and will not be required to pay cash by either the customer or the third party banking institution to settle the obligation.  Accordingly, these assets amounting to $224.3 million and the liability amounting to $197.5 million have been included in other current assets and other current liabilities, respectively as of September 28, 2012.  The cash flows relating to the purchase of assets by the Company on behalf of the customer amounting to $59.1 million has been included in other investing cash flows for the six month period ended September 28, 2012.  Net cash inflows amounting to $31.3 million relating to the funding of these assets by the customer has been included as other financing activities cash flows during the six month period ended September 28, 2012.  In conjunction with this acquisition, the Company is amending its current manufacturing services agreement with the customer to include a license agreement for exclusive manufacturing rights and access to certain manufacturing technologies and processes.  In consideration for this license, the Company is obligated to pay the customer $88.0 million representing the estimated fair value of the license.  The obligation will be reduced over the term of the service arrangement as product is manufactured on behalf of the customer, and if a certain minimum number of products are manufactured over the term of the customer arrangement the $88.0 million obligation will be fully satisfied.

The Company continues to evaluate certain assets and liabilities related to business combinations completed during the recent periods. Additional information, which existed as of the acquisition date but at that time was unknown to the Company, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities may result in a corresponding adjustment to goodwill.

The goodwill generated from the Company’s business combinations completed during the six-month period ended September 28, 2012 is primarily related to expected synergies. The goodwill is not deductible for income tax purposes.

The condensed consolidated financial statements include the operating results of each business combination from the date of acquisition. Pro forma results of operations for the acquisitions completed during the six-month period ended September 28, 2012 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

11.  COMMITMENTS AND CONTINGENCIES

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

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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 condensed consolidated balance sheets would not be material to the financial statements as a whole.

12.  SHARE REPURCHASES

The Company’s Board of Directors, on September 13, 2012, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was approved by the Company’s shareholders at the 2012 Extraordinary General Meeting held on August 30, 2012. Share repurchases by the Company under the share repurchase plans are subject to an aggregate limit of 10% of the Company’s ordinary shares outstanding as of the date of the 2012 Extraordinary General Meeting.  No share repurchases were made under this repurchase plan during the three-month period ended September 28, 2012.

During the first fiscal quarter of 2013, the Company repurchased the entire remaining amount under the plan that was approved by the Company’s Board of Directors on December 7, 2011, or approximately 20.4 million shares for an aggregate purchase price of approximately $134.0 million, and retired all of these shares.

13.  DISCONTINUED OPERATIONS

During the second quarter of fiscal 2013, the Company finalized a plan to sell a non-core business. An agreement was entered into on October 15, 2012 to sell this business for a total expected sale price of $8.4 million. The divestiture is expected to close in fiscal 2013.  During the three-month period ended September 28, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a carrying value of $10.0 million in connection with the expected sale of this business based on the carrying value of net assets and the expected sale proceeds; this impairment charge is included in intangible amortization expenses relating to results from discontinued operations.

During the first quarter of 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.  Total proceeds received from the sale of this business was $16.5 million and the Company recognized a loss on sale of this business of $4.7 million, which is included in interest and other expense (income), net in the results from discontinued operations during the six-month period ended September 28, 2012.

In accordance with the accounting guidance, these non-core businesses qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

The results from discontinued operations were as follows:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Net sales	$	15,767		$	35,914		$	32,013		$	88,376
Cost of sales	14,415			33,046			34,305			86,063
Gross profit (loss)	1,352			2,868			(2,292		)	2,313
Selling, general and administrative expenses	760			3,691			1,927			7,786
Intangibles amortization	9,969			3,081			11,000			4,263
Interest and other expense (income), net	520			48			3,948			(27		)
Loss before income taxes	(9,897		)	(3,952		)	(19,167		)	(9,709		)
Provision for (benefit from) income taxes	9			117			(964		)	(310		)
Net loss of discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)

The current and non-current assets and liabilities of discontinued operations were as follows:

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	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Accounts receivable, net	$	10,752	$	9,222
Inventories	7,970		11,002
Other current assets	1,096		1,418
Total current assets of discontinued operations	$	19,818	$	21,642
Property and equipment, net	$	6,652	$	30,377
Goodwill and other intangibles, net	—		11,000
Other assets	40		40
Total non-current assets of discontinued operations	$	6,692	$	41,417
Accounts payable	$	14,696	$	14,455
Other current liabilities	4,825		10,399
Total current liabilities of discontinued operations	$	19,521	$	24,854

There were no assets or liabilities attributable to the divested camera modules business as of September 28, 2012 as the divestiture was completed in June 2012.

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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 risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed 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, 2012. 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 vertically-integrated advanced design, manufacturing and services to OEMs of a broad range of electronics products in the following markets: HRS, which is comprised of our medical, automotive, and defense and aerospace businesses; HVS, which includes our mobile devices business, including smart phones, consumer electronics, including game consoles, high-volume computing business, including notebook PC, tablets, printers, and our ODM PC business which we exited in fiscal 2012; IEI, which is comprised of our white goods, equipment, and emerging industries businesses; and INS, 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; supply chain management software solutions and component product offerings such as power supplies for computing and other electronic devices.

We use a portfolio management approach 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 align with our customers and to optimize our operating results. As part of our portfolio management strategy, we have decreased the percentage of our revenue from our HVS businesses, which has lower margins with our exit from our ODM PC business and a reduction of concentration of business with a well known smart phone OEM, and increased the percentage of our revenue from our more complex and higher margin non-HVS businesses. For the six-month period ended September 28, 2012, the impact from our exit of our ODM PC business and the reduction of business with our largest smart phone OEM has resulted in shifting the mix of our revenue to comprise a greater proportion of non-HVS businesses, which has resulted in expanded margins.

During fiscal 2013, we have launched multiple new programs broadly across our portfolio of services, and, in some instances, we are deploying new technologies.  These new programs continue to increase in complexity in order to provide competitive advantages to our customers.  We anticipate these programs ramping to an increase in volume production in early fiscal 2014.  Until we achieve higher levels of revenue, we expect that our gross margin and operating margin may be negatively impacted as profitability normally lags revenue growth due to incremental start-up costs, operational inefficiencies, under-absorbed overhead costs and lower manufacturing program volumes while in the ramp phase.  We expect that our margins will improve over time as the revenue increases due to increased volumes for these programs.

In October 2012, the Company entered into an agreement to sell a non-core business, which is expected to close in fiscal 2013.  We expect to receive approximately $8.4 million in total proceeds from the sale.  Additionally, in the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies, and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.  The total proceeds received on the sale of this business amounted to $16.5 million.

The Company has reported the results of operations and financial position of these non-core businesses as discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable. Loss from discontinued operations, net of tax, was $9.9 million and $18.2 million during the three-month and six-month

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periods ended September 28, 2012. The loss from discontinued operations for the second quarter of fiscal 2013 includes $10.0 million for impairment of customer-related intangible assets for the non-core business that will be divested in fiscal 2013 based on the carrying value of net assets and the expected sale proceeds of $8.4 million. The results of operations for the six-month period ended September 28, 2012 include $4.7 million for the loss on the sale of the camera modules business during the first quarter of fiscal 2013, which was primarily in connection with the value of fixed assets sold compared to the gross proceeds received from the sale.  The data below, and discussion that follows, represent our results from continuing operations.

We are one of the world’s largest EMS providers, with revenues of $12.2 billion during the six-month period ended September 28, 2012, and $29.4 billion in fiscal year 2012.  As of March 31, 2012, our total manufacturing capacity was approximately 26.7 million square feet.  We design, build, ship and service electronics products for our customers through a network of facilities in over 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:

	Three-Month Periods Ended				Six-Month Periods Ended
Net sales:	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
	(In thousands)
China	$	2,120,278	$	3,363,599	$	4,038,941	$	6,526,388
Mexico	883,852		1,022,940		1,810,001		1,890,712
U.S	656,243		779,341		1,295,772		1,510,964
Malaysia	657,756		669,271		1,344,423		1,311,313
Hungary	379,981		571,794		716,953		1,147,677
Other	1,476,731		1,601,483		2,944,746		3,116,662
	$	6,174,841	$	8,008,428	$	12,150,836	$	15,503,716

	As of		As of
Property and equipment, net:	September 28, 2012		March 31, 2012
	(In thousands)
China	$	862,152	$	840,032
Mexico	307,433		309,325
Malaysia	208,034		170,990
U.S	157,752		132,944
Hungary	121,033		130,458
Other	522,893		492,693
	$	2,179,297	$	2,076,442

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 processes, and after sales services, and enable them to achieve meaningful time to market and cost savings.

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

·changes in the macro-economic 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;

·our components offerings which have required that we make substantial investments in the resources necessary to design and develop these products;

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

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

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·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 HVS market, which includes our mobile and consumer devices businesses which historically exhibit particular strength during our second and third fiscal quarters in connection with the holiday season.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. 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.

Refer to the accounting policies 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, 2012, where we discuss our more significant judgments and estimates used in the preparation of the 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 2012 Annual Report on Form 10-K.

	Three-Month Periods Ended				Six-Month Periods Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	94.1		95.4		94.0		95.0
Gross profit	5.9		4.6		6.0		5.0
Selling, general and administrative expenses	3.1		2.6		3.2		2.7
Intangible amortization	0.1		0.1		0.1		0.2
Interest and other expense (income), net	(0.2	)	—		0.2		0.2
Income from continuing operations before income taxes	2.9		1.9		2.5		1.9
Provision for income taxes	0.3		0.2		0.2		0.2
Income from continuing operations	2.6		1.7		2.3		1.7
Loss from discontinued operations, net of tax	(0.2	)	(0.1	)	(0.2	)	(0.1	)
Net income	2.4	%	1.6	%	2.1	%	1.6	%

Net sales

The following table sets forth net sales by market:

	Three-Month Periods Ended				Six-Month Periods Ended
Market:	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
	(In thousands)
Integrated Network Solutions	$	2,725,825	$	2,986,584	$	5,494,596	$	5,826,523
High Velocity Solutions	1,798,722		3,489,822		3,338,423		6,474,960
Industrial & Emerging Industries	993,119		965,892		1,990,759		2,080,156
High Reliability Solutions	657,175		566,130		1,327,058		1,122,077
	$	6,174,841	$	8,008,428	$	12,150,836	$	15,503,716

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Net sales during the three-month period ended September 28, 2012 totaled $6.2 billion, representing a decrease of approximately $1.8 billion, or 22.9%, from $8.0 billion during the three-month period ended September 30, 2011. The decline in net sales was primarily due to a $1.7 billion decrease in the HVS market, directly as a result of our strategy to rebalance our portfolio mix. As a part of this strategy, we exited the ODM PC business during fiscal 2012, which resulted in approximately $0.8 billion reduction of sales, and reduced our concentration of business with a well known smart phone OEM, which resulted in approximately $0.5 billion reduction of sales as compared with the three-month period ended September 30, 2011. The remainder of the decrease in net sales is driven by reduced revenue broadly across our top customers, primarily those in our Integrated Network Solutions business, due to the weakened macro-economic environment and market conditions that has led to weak demand. Net sales decreased by $1.3 billion in Asia, $0.3 billion in the Americas, and $0.2 billion in Europe.

Net sales during the six-month period ended September 28, 2012 totaled $12.2 billion, representing a decrease of approximately $3.3 billion, or 21.6%, from $15.5 billion during the six-month period ended September 30, 2011. The decline in net sales was primarily due to a $3.1 billion decrease in the HVS market. Our exit from the ODM PC business during fiscal 2012 resulted in a $1.4 billion reduction of sales. Further, the decrease in our concentration of business with a well known smart phone OEM resulted in an approximately $0.8 billion reduction of sales in the HVS market as compared with the six-month period ended September 30, 2011. The remainder of the decrease in net sales was due to a weakened macro-economic environment that has led to a decrease in demand. Net sales decreased by $2.5 billion in Asia and $0.4 billion each in the Americas and Europe.

Our ten largest customers during the three-month and six-month periods ended September 28, 2012 accounted for approximately 49% and 48% of net sales, respectively. No customer accounted for greater than 10% of our net sales during the three-month and six-month periods ended September 28, 2012 as a direct result of our portfolio rebalance activities.  Our ten largest customers during the three-month and six-month periods ended September 30, 2011 accounted for approximately 59% and 57% of net sales, respectively.  Hewlett Packard accounted for greater than 10% of our net sales in both periods, and Research In Motion accounted for greater than 10% of our net sales during the three-month period ended September 30, 2011.

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. The flexible design of our manufacturing processes allows us to build a broad range of products in our facilities, which allows us to better utilize our manufacturing capacity. In the cases of new programs, profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin often improves over time as manufacturing program volumes increase, as our utilization rates and overhead absorption improves, and as we increase the level of vertically-integrated manufacturing services content. As a result of these various factors, our gross margin varies from period to period.

Gross profit during the three-month period ended September 28, 2012 decreased $5.7 million to $366.8 million, or 5.9% of net sales from $372.5 million, or 4.6% of net sales, during the three-month period ended September 30, 2011. Gross profit during the six-month period ended September 28, 2012 decreased $49.2 million to $ 724.1 million, or 6.0% of net sales from $773.3 million, or 5.0% of net sales, during the six-month period ended September 30, 2011. Despite the lower gross profit, the Company has experienced increases in its gross margin primarily attributable to a more favorable product mix. During the three-month and six-month periods ended September 28, 2012, our sales of products in the HVS market were significantly lower and comprised of a lower percentage of our total revenues, thereby increasing our gross margin as HVS products carry lower margins than the overall margins on the non-HVS business.  In addition, the prior year three-month and six-month periods reflected the absorption of unfavorable manufacturing period costs and costs incurred for right-sizing activities associated with certain product transitions that had negatively impacted the gross margins.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) amounted to $192.2 million, or 3.1% of net sales, during the three-month period ended September 28, 2012, decreasing $18.2 million from $210.4 million, or 2.6% of net sales, during the three-month period ended September 30, 2011. SG&A was $382.5 million, or 3.2% of net sales, during the six-month period ended September 28, 2012, decreasing $39.7 million from $422.2 million, or 2.7% of net sales, during the six-month period ended September 30, 2011. The decrease in SG&A in dollars for the three-month and six-month periods ended September 28, 2012 was primarily due to elimination of costs relating to our ODM PC business which we fully exited during fiscal year 2012.  SG&A expenses as a percentage of net sales increased primarily due to the combination of the lower revenues and the fixed nature of some of our SG&A expenses that are not directly driven by revenue generating activities.

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Intangible amortization

Amortization of intangible assets decreased by $4.2 million during the three-month period ended September 28, 2012 to $7.3 million from $11.5 million for the three-month period ended September 30, 2011, and decreased by $8.5 million during the six-month period ended September 28, 2012 to $15.1 million from $23.6 million for the six-month period ended September 30, 2011. The decrease for both periods was primarily due to the use of the accelerated method of amortization for certain customer-related intangibles, which results in decreasing expense over time and for intangible assets that became fully amortized during the 2012 fiscal year.

Interest and other expense (income), net

We recognized a $23.0 million gain as a component of interest and other expense (income), net in the three-month period ended September 28, 2012 for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  These fully-vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the statements of operations. The gain from changes in fair value recognized in the three-month period ended September 28, 2012 includes an out-of-period adjustment of $12.8 million and the six-month period ended September 28, 2012 includes an out-of-period adjustment of $5.7 million.  Management believes the impact of the error is not material to current or prior fiscal periods.  The Company’s interest and other expense (income), net in future periods could be significantly impacted by adjustments to the fair value of these warrants.

Interest and other expense (income), net was $10.5 million of income during the three-month period ended September 28, 2012 compared to $1.4 million of expense during the three-month period ended September 28, 2011, a change of $11.9 million that was primarily due to the fair value adjustment of $23.0 million discussed above and a decrease in interest expense amounting to $1.1 million, off-set by a decrease in gains on foreign exchange transactions amounting to $13.3 million. The decrease in gains on foreign exchange transactions is attributable to our cross-border foreign currency transactions and the revaluation of RMB denominated net asset positions of our U.S. functional currency sites based in China.  The decrease in interest costs is a result of lower interest on our debt facilities we entered into in the third quarter of fiscal 2012 and lower average debt balances in the second quarter of fiscal 2013.

Interest and other expense (income), net was $0.3 million of expense during the six-month period ended September 28, 2012 compared to $23.7 million of expense during the six-month period ended September 28, 2011, a decrease of $23.4 million primarily due to the fair value adjustment of $23.0 million discussed above.

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 11, “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, 2012 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 8.9% and 10.7% for the six-month periods ended September 28, 2012 and September 30, 2011, respectively, and varies from the Singapore statutory rate of 17.0% as a result of 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, changes in liabilities for uncertain tax positions, 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 fiscal 2013 year effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions.  The effective tax rate for the six-month period ended September 28, 2012 is lower than the effective rate for the six-month period ended September 30, 2011 primarily as a result of changes in the mix of revenues and operating profits between taxing jurisdictions, reversals of valuation allowances and reductions in liabilities for uncertain tax positions which are recorded on a discrete basis in the quarter in which circumstances change and indicate an adjustment to income tax assets or liabilities as required.

LIQUIDITY AND CAPITAL RESOURCES

As of September 28, 2012, we had cash and cash equivalents of approximately $1.6 billion and bank and other borrowings of approximately $2.1 billion. We also have a $1.5 billion revolving credit facility that expires in October 2016 under which there were no borrowings outstanding as of the end of the quarter.  As of September 28, 2012, we were in compliance with the covenants under each of our existing credit facilities.

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Cash provided by operating activities was $527.8 million during the six-month period ended September 28, 2012. This resulted primarily from $279.0 million of net income for the period as adjusted to exclude approximately $229.7 million of net non-cash expenses for depreciation, amortization and other impairment charges, and $19.1 million from changes in our operating assets and liabilities.

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

	Three-Month Periods Ended
	September 28, 2012	June 29, 2012	March 31, 2012	December 31, 2011	September 30, 2011
Days in trade accounts receivable	44 days	47 days	45 days	43 days	42 days
Days in inventory	49 days	52 days	52 days	48 days	45 days
Days in accounts payable	66 days	69 days	70 days	69 days	67 days
Cash conversion cycle	27 days	30 days	27 days	22 days	20 days

Days in trade accounts receivable was calculated as average accounts receivable for the current and prior quarters, 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 September 28, 2012, days in trade accounts receivable increased by 2 days to 44 days compared to the three-month period ended September 30, 2011 primarily due to the decline in sales in the HVS market that generally have shorter payment terms.  Non-cash accounts receivable sales, or deferred purchase price receivables included in the calculation of days in trade receivables were $458.1 million, $513.9 million, $514.9 million, $750.3 million and $1.1 billion for the quarters ended September 28, 2012, June 29, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively. Deferred purchase price receivables are recorded in other current assets in the condensed consolidated balance sheets. For further information regarding deferred purchase price receivables see note 8 of our notes to the condensed consolidated financial statements.

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.  Days in inventory during the three-month period ended September 28, 2012 increased by 4 days to 49 days, compared to the three-month period ended September 30, 2011 as our inventory turns were negatively impacted by the decline in sales in the HVS market, which carry significantly higher inventory turns than non-HVS businesses.

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 September 28, 2012, days in accounts payable decreased by 1 day to 66 days compared to the three-month period ended September 30, 2011 primarily from timing of supplier payments.

Our cash conversion cycle was calculated as the sum of inventory turns in days and days sales of receivables outstanding less days payable outstanding in accounts payable.  During the three-month period ended September 28, 2012, our cash conversion cycle increased by 7 days to 27 days compared to the three-month period ended September 30, 2011, due to the factors for each of the components in the calculation discussed above.

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 increased to 7.2% for the quarter ended September 28, 2012, compared to 5.8% for the quarter ended September 30, 2011, also as a result of our portfolio mix shifting to include a greater proportion of non-HVS business, which carry higher net working capital requirements.

Cash used by investing activities amounted to $279.0 million during the six-month period ended September 28, 2012.  This resulted primarily from $245.2 million in net capital expenditures for property and equipment and $59.1 million relating to purchases of customer specific assets held under capital leases as discussed in note 10 to our condensed consolidated financial statements. These outflows were offset in part by a net cash inflow of $7.8 million from three acquisitions completed during fiscal 2013 where we acquired cash in excess of the purchase consideration paid.

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. Our free cash flow, which is calculated as cash provided by operations less net purchases of property and equipment, was $282.6 million for the six-month period ended September 28, 2012 compared to $199.9 million for the six-month period ended

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September 30, 2011. Free cash flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

	Six-Month Periods Ended
	September 28, 2012			September 30, 2011
	(In thousands)
Net cash provided by operating activities	$	527,845		$	436,880
Purchases of property and equipment	(264,471		)	(260,703		)
Proceeds from the disposition of property and equipment	19,275			23,760
Free cash flow	$	282,649		$	199,937

Cash used in financing activities was $204.1 million during the six-month period ended September 28, 2012, which was primarily the result of our repurchase of approximately 20.4 million of our ordinary shares for an aggregate purchase price of approximately $134.0 million and net repayments of debt of $112.0 million, partially off-set by the funding used to finance customer specific assets held under capital lease amounting to $31.3 million as further described in note 10 to our condensed consolidated financial statements.

Our cash balances are held in numerous locations throughout the world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Cash balances are generated and held in many locations throughout the world. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve months. As of September 28, 2012 and March 31, 2012, 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 tax 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 $570.0 million as of March 31, 2012). 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 growth.

We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares. During the second quarter of fiscal 2013, we repaid the full $140.0 million outstanding under our $1.5 billion revolving credit facility, borrowed an additional $50.0 million under our New Term Loan facility maturing in 2016 and improved our cash flow further by $90.0 million through increasing the amount of trade receivables sold for cash. During the first fiscal quarter of 2013, the Company repurchased 20.4 million shares for an aggregate purchase price of approximately $134.0 million.

On August 30, 2012, the Company’s shareholders approved the repurchase of approximately 66.7 million additional shares, or 10% of the Company’s ordinary shares outstanding as of the date of the 2012 Extraordinary General Meeting, and our Board of Directors on September 13, 2012 authorized the repurchase of up to 10% of such shares under this mandate.  No share repurchases were made under this repurchase plan during the three-month period ended September 28, 2012.

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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, 2012.  As discussed in note 5 to the condensed consolidated financial statements, during the six-month period ended September 28, 2012, we repaid $140.0 million outstanding under our $1.5 billion revolving credit facility and increased the amount of our term loan due October 2016 by $50.0 million.  There have been no other material changes in our contractual obligations and commitments since March 31, 2012 except as discussed in note 10 to the condensed consolidated financial statements.

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 $458.1 million as of September 28, 2012. For further information see note 8 to the condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the six-month period ended September 28, 2012 as compared to the fiscal year ended March 31, 2012.

We have warrants to purchase comment shares of a certain supplier, which create exposures for us related to market price volatility. We value these warrants using the Black-Scholes option-valuation model. For the quarter ended September 28, 2012, we used the following assumptions to value these warrants:

	As of September 28, 2012
Remaining life	5.6 years
Volatility	55%
Dividend yield	0%
Risk-free rate	0.75%

The Company is in the process of evaluating its course of action with regards to these warrants.  The Company expects that changes in the fair value of these warrants will impact its future results of operations.

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 September 28, 2012, the end of the quarterly fiscal period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 28, 2012, 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 second quarter of fiscal year 2013 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

From time to time, the Company is subject to 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 condensed consolidated balance sheets 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 risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2012, 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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits — See Index to Exhibits below.

29

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: October 26, 2012
	/s/ Paul Read
	Paul Read
	Chief Financial Officer
	(Principal Financial Officer)
Date: October 26, 2012

30

EXHIBIT INDEX

Exhibit No.	Exhibit
4.01	Amendment No. 1 dated September 10, 2012 to Credit Agreement, dated as of October 19, 2011, by and among Flextronics International Ltd. and certain of its subsidiaries as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto.
4.02	Amendment No. 2 dated September 28, 2012 to Credit Agreement, dated as of October 19, 2011, by and among Flextronics International Ltd. and certain of its subsidiaries as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto.
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.

31

EX-4.01

EXHIBIT 4.01

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 10, 2012, among FLEXTRONICS INTERNATIONAL LTD., a Singapore corporation (the “Company” or “FIL”) acting, subject to Section 10.20 of the Credit Agreement, through its Bermuda branch, certain Subsidiaries of the Company party to the Credit Agreement pursuant to Section 2.14 thereof (together with the Company, the “Borrowers” and, each a “Borrower”), the Subsidiary Guarantors, the undersigned Lenders, and BANK OF AMERICA, N.A., individually and as Administrative Agent (the “Administrative Agent”).

RECITALS

A.The Borrowers, certain financial institutions, the Administrative Agent, and Bank of America, N.A. and Union Bank, N.A. as L/C Issuers, are party to that certain Credit Agreement dated as of October 19, 2011 (the “Credit Agreement”), pursuant to which the Administrative Agent and the Lenders have extended certain credit facilities to the Borrowers.

B.The Company has requested that the Lenders agree to certain amendments to the Credit Agreement, and the undersigned Lenders have agreed to such request, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.  As used herein, “Amendment Documents” means this Amendment, the Credit Agreement (as amended by this Amendment), and each certificate and other document executed and delivered by any Borrower pursuant to Section 5 hereof.

2.Interpretation.  The rules of interpretation set forth in Sections 1.02 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3.Amendments to Credit Agreement.  Subject to the terms and conditions hereof, and with effect from and after the Effective Date, the Credit Agreement shall be amended as follows:

(a)Section 1.01 of the Credit Agreement is amended by (i) replacing the reference to “Section 2.16(d)” in the definition of Term Increase Effective Date with a reference to “Section 2.16(c)” and (ii) replacing the reference to “Section 2.15(d)” in the definition of Increase Effective Date with a reference to “Section 2.15(c)”.

(b)Sections 2.15(a) — (d) of the Credit Agreement are amended in their entirety to read as follows and Sections 2.15(e) and (f) of the Credit Agreement are relettered as Sections 2.15(d) and (e), respectively:

(a)Request for Increase.  Provided there exists no Default, upon notice to the Administrative Agent, the Company may from time to time request an increase in the Aggregate Revolving Credit Commitment by an amount (for all such requests) not exceeding the Maximum Increase Amount; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Company may make a maximum of five such requests.

(b)Proposed Lenders.  Any proposed increase in the Aggregate Revolving Credit Commitment may be requested from existing Lenders, new prospective lenders who are Eligible Assignees (and who are approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld), or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the lead arranger(s) thereof and/or the Company, provided that any incremental Revolving Credit Commitment provided by an Eligible Assignee shall be in a principal amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. Any Lender approached to provide all or a portion of the incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide an incremental Revolving Credit Commitment.

(c)Effective Date and Allocations.  If the Aggregate Revolving Credit Commitment is increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.  As of the Increase Effective Date, the Credit Agreement shall be amended to reflect the incremental Revolving Credit Commitments of the Lenders or other Persons providing such incremental Revolving Credit Commitments and the joinder to the Credit Agreement of any Eligible Assignees providing such incremental Revolving Credit Commitments.  Such amendment shall be executed and delivered by the Administrative Agent, the Loan Parties and each Lender and Eligible Assignee providing such incremental Revolving Credit Commitments without the consent of any other party.  Such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent.

(c)Section 2.16 of the Credit Agreement is amended in its entirety to read as follows:

2.16Increase in Term A Facility.

(a)Request for Increase.  Provided there exists no Default, upon notice to the Administrative Agent, the Company may from time to time, request an increase in the Term A Loans by an amount (for all such requests) not exceeding the

2

Maximum Increase Amount; provided that any such request for an increase shall be in a minimum amount of $25,000,000.

(b)Proposed Lenders.  Any proposed increase in the Term A Loans may be requested from existing Lenders, new prospective lenders who are Eligible Assignees (and who are approved by the Administrative Agent, which approval shall not be unreasonably withheld) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the lead arranger(s) thereof and/or the Company, provided that any incremental Term A Loans made by an Eligible Assignee shall be in a principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Any Lender approached to provide all or a portion of the incremental Term A Loans may elect or decline, in its sole discretion, to provide an incremental Term A Loan.

(c)Effective Date and Allocations.  If the Term A Loans are increased in accordance with this Section, the Administrative Agent shall promptly notify the Company and the Lenders of the amount and effective date  (the “Term Increase Effective Date”) of such increase.  As of the Term Increase Effective Date, the Credit Agreement shall be amended to (i) reflect the incremental Term A Loans being made on the Term Increase Effective Date and the joinder to the Credit Agreement of any Eligible Assignees making any such incremental Term A Loans and (ii) increase each then-remaining unpaid installment of principal of the Term A Loans payable pursuant to Section 2.07(a)  prior to the Maturity Date by an amount such that (A) the increase for each such installment equals the product of (x) the percentage of the initial principal amount of the existing Term A Loans payable on each such installment date multiplied by (y) the aggregate amount of such incremental Term A Loans and (B) the aggregate principal payments payable pursuant to Section 2.07(a) (including the proviso thereto) are increased by the aggregate amount of the incremental Term A Loans being made on the Term Increase Effective Date.  Such amendment shall be executed and delivered by the Administrative Agent, the Loan Parties and each Lender and Eligible Assignee making any such incremental Term A Loan without the consent of any other party.  Such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent.  On the Term Increase Effective Date, each incremental Term A Loan made on such date shall be deemed a Term A Loan for all purposes hereof (including without limitation for purposes of the payment and amortization requirements of Section 2.07(a)) and the holder thereof shall be deemed a Term A Lender for all purposes hereof.

(d)Conditions to Effectiveness of Increase. Notwithstanding the foregoing, no increase to the Term A Facility shall become effective under this Section 2.16 unless (i) on the date of such effectiveness, the conditions set forth in Sections 4.02(a) and 4.02(b) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company, (ii) after giving effect to such increase, (A) the Company would be in compliance, on a pro forma basis, with the covenants set forth in Section 7.12 and (B) no Default has occurred and is continuing or would result

3

therefrom, and the Administrative Agent shall have received a certificate to that effect dated the Term Increase Effective Date and executed by a Responsible Officer of the Company, (iii) all reasonable fees and expenses owing to the Administrative Agent and the Term Lenders shall have been paid, (iv) an amendment to this Agreement consistent with Section 2.16(c) and reasonably satisfactory to the Administrative Agent in form and substance shall have been executed and delivered by the applicable parties and (v) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 4.01.

(e)Conflicting Provisions.  This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

(d)Section 10.07 of the Credit Agreement is amended by replacing the reference to “Section 2.15(c)” with a reference to “Sections 2.15(b), 2.16(b) or 2.17(b)”.

4.Representations and Warranties.  Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)No Default has occurred and is continuing.

(b)The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.

(c)This Amendment and the Credit Agreement (as amended hereby) constitute the legal, valid and binding obligations of each Borrower and are enforceable against such Borrower in accordance with their respective terms, without defense, counterclaim or offset.

(d)The representations and warranties of (i) the Borrowers contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, are (A) in the case of representations and warranties that are qualified as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct or true and correct in all material respects, as the case may be, as of such earlier date; provided that the representations and warranties contained in Section 5.09 of the Credit Agreement shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.01 of the Credit Agreement.

(e)Each Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agent, the Lenders or any other Person.

4

5.Effective Date.

(a)This Amendment will become effective when each of the following conditions precedent has been satisfied (the “Effective Date”):

(i)The Administrative Agent shall have received from the Company, each other Loan Party and the Required Lenders (without respect to whether this Amendment has been executed by all Lenders) a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) counterpart to this Amendment.

(ii)The Administrative Agent shall have received from the Company a certificate signed by the secretary or assistant secretary or director of each Borrower, dated the Effective Date, in form and substance satisfactory to the Administrative Agent, and certifying evidence of the authorization of the execution, delivery and performance by such Borrower of this Amendment.

(iii)The Borrowers shall have paid to the Administrative Agent all reasonable costs and expenses of counsel to the Administrative Agent to the extent invoiced prior to the Effective Date.

(iv)The Administrative Agent shall have received, in form and substance satisfactory to it, such additional certificates, opinions, documents and other information as the Administrative Agent shall reasonably request.

(b)From and after the Effective Date, the Credit Agreement is amended as set forth herein.  Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

(c)The Administrative Agent will notify the Borrowers and the Lenders of the occurrence of the Effective Date.

6.Reservation of Rights.  Each Loan Party acknowledges and agrees that neither the execution nor the delivery by the Administrative Agent or any Lender of this Amendment, shall be deemed to create a course of dealing or otherwise obligate the Administrative Agent or any Lender to execute similar amendments under the same or similar circumstances in the future.

7.Miscellaneous.

(a)This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns.  No third party beneficiaries are intended in connection with this Amendment.

(b)THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, WAIVER OF RIGHT TO TRIAL BY JURY AND JUDICIAL REFERENCE, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

5

(c)This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Transmission of signatures of any party by facsimile shall for all purposes be deemed the delivery of original, executed counterparts thereof and the Administrative Agent is hereby authorized to make sufficient photocopies thereof to assemble complete counterparty documents.

(d)This Amendment, together with the other Amendment Documents and the Credit Agreement, contain the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein.  This Amendment supersedes all prior drafts and communications with respect thereto.  This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement.

(e)If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively.

(f)Each Borrower covenants to pay to or reimburse the Administrative Agent, upon demand, for all costs and expenses incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment.

(g)This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(h)Each Subsidiary Guarantor, by its execution hereof, consents to this Amendment and reaffirms its obligations under the Subsidiary Guaranty.

[Remainder of this page intentionally left blank]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

FLEXTRONICS INTERNATIONAL LTD.
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Authorized Signatory
FLEXTRONICS INTERNATIONAL USA, INC., as Designated Borrower and Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary
FLEXTRONICS INTERNATIONAL ASIA- PACIFIC LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS MARKETING (L) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director

FLEXTRONICS INTERNATIONAL EUROPE B.V., as Subsidiary Guarantor
By:	/s/ Bart van Loon
Name:	Bart van Loon
Title:	Managing Director
FLEXTRONICS INTERNATIONAL TERMELÖ ÉS SZOLGÁLTATÓ VÁMSZABADTERÜLETI KORLÁTOLT FELELÖSSEGÜ TÁRSASAG, as Subsidiary Guarantor
By:	/s/ Robert McCafferty
Name:	Robert McCafferty
Title:	Managing Director
By:	/s/ Erzsebet Horvath
Name:	Erzsebet Horvath
Title:	Managing Director
FLEXTRONICS AMERICA, LLC, as Subsidiary Guarantor
By:	/s/ Chris Collier
Name:	Chris Collier
Title:	Manager
FLEXTRONICS SALES & MARKETING (A-P) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director

2

FLEXTRONICS INTERNATIONAL USA, INC., as Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary
FLEXTRONICS SALES AND MARKETING NORTH ASIA (L) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS SALES AND MARKETING CONSUMER DIGITAL LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS LOGISTICS USA, INC., as Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary

3

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Anthea Del Bianco
Name:	Anthea Del Bianco
Title:	Vice President
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Sugeet Manchanda Madan
Name:	Sugeet Manchanda Madan
Title:	Director
Citibank, N.A.
By:	/s/ Sean Klimchalk
Name:	Sean Klimchalk
Title:	Vice President
BNP PARIBAS:
By:	/s/ Scott Bruni
Name:	Scott Bruni
Title:	Vice-President
By:	/s/ Matthew Harvey
Name:	Matthew Harvey
Title:	Managing Director

4

HSBC Bank USA, National Association
By:	/s/ Thomas T. Rogers
Name:	Thomas T. Rogers
Title:	Senior Vice President
JPMORGAN CHASE BANK, N.A.,
By:	/s/ John G. Kowalczuk
Name:	John G. Kowalczuk
Title:	Executive Director
The Bank of Nova Scotia
By:	/s/ Christopher Usas
Name:	Christopher Usas
Title:	Director
THE ROYAL BANK OF SCOTLAND plc
By:	/s/ Patricia Boussaroque
Name:	Patricia Boussaroque
Title:	Vice President
BANK OF CHINA, NEW YORK BRANCH
By:	/s/ Haifeng Xu
Name:	Haifeng Xu
Title:	Assistant General Manager

5

SUMITOMO MITSUI BANKING CORPORATION,
By:	/s/ David W. Kee
Name:	David W. Kee
Title:	Managing Director
UNION BANK, N.A.
By:	/s/ Annabella Guo
Name:	Annabella Guo
Title:	Vice President
U.S. Bank National Association
By:	/s/ Jeff Benedix
Name:	Jeff Benedix
Title:	Assistant Vice President
Wells Fargo Bank, N.A.
By:	/s/ Sid Khanolkar
Name:	Sid Khanolkar
Title:	Vice President
DBS Bank Ltd., Los Angeles Agency
By:	/s/ Aik Lim Kok
Name:	Aik Lim Kok
Title:	Assistant General Manager

6

KBC Bank N.V., as Lender
By:	/s/ Kurt O. Pagon
Name:	Kurt O. Pagon
Title:	Vice President
By:	/s/ Thomas R. Lalli
Name:	Thomas R. Lalli
Title:	Managing Director
Mizuho Corporate Bank, Ltd.
By:	/s/ Bertram H. Tang
Name:	Bertram H. Tang
Title:	Authorized Signatory
Skandinaviska Enskilda Banken AB (publ)
By:	/s/ Krissy Rands
Name:	Krissy Rands
Title:
By:	/s/ Marialaura Aymerich
Name:	Marialaura Aymerich
Title:	Loan Distribution
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Thomas Danielson
Name:	Thomas Danielson
Title:	Authorized Signatory

7

UniCredit Bank Austria AG
By:	/s/ Friedrich Muellner
Name:	Friedrich Muellner
Title:	MD
By:	/s/ Margarere Stout-Frühwerth
Name:	Margarere Stout-Frühwerth
Title:	MD
BARCLAYS BANK PLC
By:	/s/ Diane Rolfe
Name:	Diane Rolfe
Title:	Director
Mayport CLO Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President
Fairway Loan Funding Company
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

8

Portola CLO, Ltd
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

9

EX-4.02

EXHIBT 4.02

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2012, among FLEXTRONICS INTERNATIONAL LTD., a Singapore corporation (the “Company” or “FIL”) acting, subject to Section 10.20 of the Credit Agreement, through its Bermuda branch, certain Subsidiaries of the Company party to the Credit Agreement pursuant to Section 2.14 thereof (together with the Company, the “Borrowers” and, each a “Borrower”), the Subsidiary Guarantors, Agricultural Bank of China Limited, Singapore Branch (“ABC”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

A.The Borrowers, certain financial institutions, the Administrative Agent, and Bank of America, N.A. and Union Bank, N.A. as L/C Issuers, are party to the Credit Agreement dated as of October 19, 2011 (as previously amended, the “Credit Agreement”), pursuant to which the Administrative Agent and the Lenders have extended certain credit facilities to the Borrowers.

B.The Company wishes to borrow $50,000,000 from ABC as an incremental Term A Loan pursuant to Section 2.16 of the Credit Agreement.  ABC is willing to extend such incremental Term A Loan subject to the terms and conditions of this Amendment and the Credit Agreement.

C.This Amendment is being entered into by the parties hereto in accordance with Section 2.16 of the Credit Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.  As used herein, “Amendment Documents” means this Amendment, the Credit Agreement (as amended by this Amendment), and each certificate and other document executed and delivered by any Borrower pursuant to Section 5 hereof.

2.Interpretation.  The rules of interpretation set forth in Sections 1.02 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3.Amendments to Credit Agreement.  Subject to the terms and conditions hereof, and with effect from and after the Effective Date, the Credit Agreement shall be amended as follows:

(a)Section 1.01 of the Credit Agreement is amended by amending clause (a) of the definition of “Applicable Percentage” in its entirety to read as follows:  “(a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by the principal amount of such Term A Lender’s Term A Loans at such time, which immediately after the effective time of

Amendment No. 2 hereto dated as of September 28, 2012 shall be as set forth opposite the name of such Lender on Schedule 2.01(a) hereto.”

(b)The amortization schedule set forth in Section 2.07(a) of the Credit Agreement for dates on and after September 30, 2012 is amended in its entirety to read as follows:

Date	Amount
September 30, 2012	$	6,875,000
December 31, 2012	$	6,875,000
March 31, 2013	$	6,875,000
June 30, 2013	$	6,875,000
September 30, 2013	$	6,875,000
December 31, 2013	$	10,312,500
March 31, 2014	$	10,312,500
June 30, 2014	$	10,312,500
September 30, 2014	$	10,312,500
December 31, 2014	$	10,312,500
March 31, 2015	$	10,312,500
June 30, 2015	$	10,312,500
September 30, 2015	$	10,312,500
December 31, 2015	$	10,312,500
March 31, 2016	$	10,312,500
June 30, 2016	$	10,312,500
September 30, 2016	$	10,312,500

provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

(c)The Credit Agreement shall be further amended by adding, in appropriate numerical order, a new Schedule 2.01(A), in the form attached hereto as Schedule 2.01(A) hereto.

4.Agreement and Acknowledgement.  Subject to the terms and conditions set forth herein, and in the Credit Agreement, on the Effective Date ABC shall make a single $50,000,000 term loan to the Company denominated in Dollars which shall be an incremental Term A Loan as contemplated by Section 2.16 of the Credit Agreement.  Such Loan shall be provided pursuant to the funding mechanics set forth in Section 2.02(b) of the Credit Agreement and shall be deemed part of a Term A Loan Borrowing of $531,250,000 being made or continued on the Effective Date as a combination of Eurocurrency Rate Loans and Base Rate Loans as selected by

2

the Company pursuant to Section 2.02(a) of the Credit Agreement.  By its execution hereof, as of the Effective Date ABC hereby joins in the Credit Agreement and assumes the duties, obligations and rights of a Term Lender holding a Term A Loan under the Credit Agreement and shall be entitled to all the rights and remedies of a Term Lender holding a Term A Loan.  The parties acknowledge and agree that, pursuant to Section 2.16 of the Credit Agreement, the ABC Loan shall be deemed a Term A Loan for all purposes of the Credit Agreement.

5.Representations and Warranties.  Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)No Default exists, or will result from the $50,000,000 incremental Term A Loan being made by ABC on the Effective Date or the application of the proceeds thereof.

(b)The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.

(c)This Amendment and the Credit Agreement (as amended hereby) constitute the legal, valid and binding obligations of each Borrower and are enforceable against such Borrower in accordance with their respective terms, without defense, counterclaim or offset.

(d)The representations and warranties of (i) the Borrowers contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, are (A) in the case of representations and warranties that are qualified as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct or true and correct in all material respects, as the case may be, as of such earlier date; provided that the representations and warranties contained in Section 5.09 of the Credit Agreement shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.01 of the Credit Agreement.

(e)Each Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agent, ABC, the Lenders or any other Person.

6.Effective Date.

(a)This Amendment will become effective when each of the following conditions precedent has been satisfied (the “Effective Date”):

(i)The Administrative Agent shall have received from the Company, each other Loan Party and ABC a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) counterpart to this Amendment.

3

(ii)the conditions set forth in Sections 4.02(a) and 4.02(b) of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Effective Date and executed by a Responsible Officer of the Company.

(iii)after giving effect to the borrowing of the $50,000,000 Term A Loan, referenced above, (A) the Company will be in compliance, on a pro forma basis, with the covenants set forth in Section 7.12 of the Credit Agreement and (B) no Default will have occurred and is continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated the Effective Date and executed by a Responsible Officer of the Company.

(iv)all reasonable fees and expenses owing to the Administrative Agent and ABC shall have been paid all reasonable costs and expenses of counsel to the Administrative Agent have been paid to the extent invoiced prior to the Effective Date.

(v)the Administrative Agent shall have received written legal opinions from Curtis, Mallet-Prevost, Colt & Mosle LLP, U.S. counsel for FIL and its Subsidiaries, and Allen & Gledhill, Singapore counsel for FIL and its Subsidiaries, each addressed to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, including ABC, covering such legal matters as the Administrative Agent may reasonably request and otherwise in form and substance satisfactory to the Administrative Agent.

(vi)the Administrative Agent shall have received board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 4.01 of the Credit Agreement.

(vii)The Administrative Agent shall have received from the Company a certificate signed by the secretary or assistant secretary or director of the Company, dated the Effective Date, in form and substance satisfactory to the Administrative Agent, and certifying evidence of the authorization of the execution, delivery and performance by the Company of this Amendment.

(viii)The Administrative Agent shall have received, in form and substance satisfactory to it, such additional certificates, documents and other information as the Administrative Agent shall request.

(b)From and after the Effective Date, the Credit Agreement is amended as set forth herein.  Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

(c)The Administrative Agent will notify the Borrowers and the Lenders of the occurrence of the Effective Date.

7.Reservation of Rights.  Each Loan Party acknowledges and agrees that neither the execution nor the delivery by the Administrative Agent and ABC of this Amendment, shall be

4

deemed to create a course of dealing or otherwise obligate the Administrative Agent or any Lender to execute similar amendments under the same or similar circumstances in the future.

8.Miscellaneous.

(a)This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns.  No third party beneficiaries are intended in connection with this Amendment.

(b)THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, WAIVER OF RIGHT TO TRIAL BY JURY AND JUDICIAL REFERENCE, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(c)This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Transmission of signatures of any party by facsimile shall for all purposes be deemed the delivery of original, executed counterparts thereof and the Administrative Agent is hereby authorized to make sufficient photocopies thereof to assemble complete counterparty documents.

(d)This Amendment, together with the other Amendment Documents and the Credit Agreement, contain the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein.  This Amendment supersedes all prior drafts and communications with respect thereto.  This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement.

(e)If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively.

(f)Each Borrower covenants to pay to or reimburse the Administrative Agent, upon demand, for all costs and expenses incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment.

(g)This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(h)Each Subsidiary Guarantor, by its execution hereof, consents to this Amendment and reaffirms its obligations under the Subsidiary Guaranty.

[Remainder of this page intentionally left blank]

5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

FLEXTRONICS INTERNATIONAL LTD.
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Authorized Signatory
FLEXTRONICS INTERNATIONAL USA, INC., as Designated Borrower and Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary
FLEXTRONICS INTERNATIONAL ASIA-PACIFIC LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS MARKETING (L) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director

[Signature Page to Amendment No. 2 to Credit Agreement]

FLEXTRONICS INTERNATIONAL EUROPE B.V., as Subsidiary Guarantor
By:	/s/ Bart van Loon
Name:	Bart van Loon
Title:	Managing Director
FLEXTRONICS INTERNATIONAL TERMELÖ ÉS SZOLGÁLTATÓ VÁMSZABADTERÜLETI KORLÁTOLT FELELÖSSEGÜ TÁRSASAG, as Subsidiary Guarantor
By:	/s/ Robert McCafferty
Name:	Robert McCafferty
Title:	Managing Director
By:	/s/ Erzsebet Horvath
Name:	Erzsebet Horvath
Title:	Managing Director
FLEXTRONICS AMERICA, LLC, as Subsidiary Guarantor
By:	/s/ Chris Collier
Name:	Chris Collier
Title:	Manager
FLEXTRONICS SALES & MARKETING
(A-P) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director

[Signature Page to Amendment No. 2 to Credit Agreement]

FLEXTRONICS INTERNATIONAL USA, INC., as Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary
FLEXTRONICS SALES AND MARKETING NORTH ASIA (L) LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS SALES AND MARKETING CONSUMER DIGITAL LTD., as Subsidiary Guarantor
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
FLEXTRONICS LOGISTICS USA, INC., as Subsidiary Guarantor
By:	/s/ Timothy Stewart
Name:	Timothy Stewart
Title:	Vice President and Secretary

[Signature Page to Amendment No. 2 to Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Joan Mok
Name:	Joan Mok
Title:	Vice President

[Signature Page to Amendment No. 2 to Credit Agreement]

AGRICULTURAL BANK OF CHINA LIMITED, SINGAPORE BRANCH, as a Lender
By:	/s/ Fan Gang
Name:	Fan Gang
Title:	General Manager

[Signature Page to Amendment No. 2 to Credit Agreement]

SCHEDULE 2.01(A)

OUTSTANDING TERM A LOANS
AND APPLICABLE PERCENTAGES

Lender	Outstanding Term A Loan		Term A Facility Applicable Percentage
Bank of America, N.A.	$	36,320,292.42	6.836760926	%
Agricultural Bank of China Limited, Singapore Branch	$	50,000,000	9.411764706	%
Mizuho Corporate Bank Ltd.	$	48,125,000	9.058823529	%
Citibank, N.A.	$	20,156,465.66	3.794158242	%
BNP Paribas	$	34,078,133.05	6.414707398	%
HSBC Bank USA, National Association	$	34,078,133.05	6.414707398	%
JPMorgan Chase Bank, N.A.	$	34,078,133.05	6.414707398	%
The Bank of Nova Scotia	$	34,078,133.05	6.414707398	%
The Royal Bank of Scotland plc	$	34,078,133.05	6.414707398	%
Bank of China, New York Branch	$	24,062,500	4.529411765	%
Sumitomo Mitsui Banking Corporation	$	24,062,500	4.529411765	%
Australia and New Zealand Banking Group Limited	$	18,046,875	3.397058824	%
Deutsche Bank AG New York Branch	$	18,046,875	3.397058824	%
Union Bank, N.A.	$	18,046,875	3.397058824	%
U.S. Bank, National Association	$	18,046,875	3.397058824	%
Wells Fargo Bank, National Association	$	18,046,875	3.397058824	%
DBS Bank Ltd., Los Angeles Agency	$	12,031,250	2.264705882	%
KBC Bank NV	$	12,031,250	2.264705882	%
Skandinaviska Enskilda Banken AB (publ)	$	12,031,250	2.264705882	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	12,031,250	2.264705882	%
Fairway Loan Funding Company	$	3,898,734.18	0.733879375	%
Allied Irish Banks p.l.c.	$	3,609,375	0.679411765	%
Avenue CLO III Ltd.	$	2,961,538.46	0.557466063	%
Shasta CLO I Ltd.	$	1,949,367.08	0.366939686	%
Latitude CLO I Ltd.	$	1,480,769.23	0.278733032	%
Pacific Coast Bankers Bank	$	1,000,000	0.188235294	%
Mayport CLO Ltd.	$	974,683.54	0.183469843	%
Portola CLO Ltd.	$	974,683.54	0.183469843	%
Apidos CDO V	$	731,012.66	0.137602383	%
Apidos Cinco CDO	$	731,012.66	0.137602383	%
San Gabriel CLO I Ltd.	$	731,012.66	0.137602383	%
Sierra CLO II Ltd.	$	731,012.66	0.137602383	%
Total	$	531,250,000	100.000000000	%

Schedule 2.01

1

EX-15.01

EXHIBIT 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

October 26, 2012

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 September 28, 2012, and September 30, 2011, and have issued our report dated October 26, 2012. As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 28, 2012 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, 333-55850, 333-34016, 333-95189, 333-71049, 333-42255, 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

1

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: October 26, 2012

/s/ Michael M. McNamara

Michael M. McNamara

Chief Executive Officer

1

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:  October 26, 2012

/s/ Paul Read

Paul Read

Chief Financial Officer

1

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 September 28, 2012, 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: October 26, 2012

/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.

1

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 September 28, 2012, 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: October 26, 2012

/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.

1

XML

TRADE RECEIVABLES SECURITIZATION (Details) (USD $)	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012 item	Sep. 30, 2011	Mar. 31, 2012
Asset-Backed Securitization Programs
Trade Receivables Securitization disclosures
Number of asset-backed securitization programs			2
Percentage of receivables sold to unaffiliated institutions			100.00%
Company's accounts receivable sold to third-party	$ 1,000,000,000		$ 1,000,000,000		$ 1,100,000,000
Amount received from accounts receivable sold to third-party	575,600,000		575,600,000		556,800,000
Recognized loss on sale of the related receivables and recorded in interest and other expense, net	1,800,000	3,000,000	3,500,000	6,300,000
Cash proceeds from sale of accounts receivable			1,900,000,000	2,400,000,000
Cash flows from new transfers of receivables			300,000,000	200,000,000
Activity in the deferred purchase price receivables account
Beginning balance	513,907,000	681,348,000	514,895,000	459,994,000
Transfers of receivables	835,538,000	1,768,462,000	1,715,482,000	2,883,576,000
Collections	(891,360,000)	(1,377,149,000)	(1,772,292,000)	(2,270,909,000)
Ending balance	458,085,000	1,072,661,000	458,085,000	1,072,661,000
Global Program
Trade Receivables Securitization disclosures
Investment limits with financial institution	500,000,000		500,000,000
North American Program
Trade Receivables Securitization disclosures
Investment limits with financial institution	300,000,000		300,000,000
Sales of Receivables to Third Party Banks
Trade Receivables Securitization disclosures
Company's accounts receivable sold to third-party	622,300,000	1,000,000,000	622,300,000	1,000,000,000
Receivables sold but not yet collected from banking institutions	$ 181,700,000		$ 181,700,000		$ 110,500,000

XML

SHARE-BASED COMPENSATION (Details 2) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended
	Sep. 28, 2012
Share options
Share-based compensation
Unrecognized compensation expense	$ 2.7
Share weighted-average amortization period	2 years 3 months 18 days
Share options outstanding (in shares)	37.6
Share options exercisable (in shares)	36.4
Options outstanding, weighted-average exercise price (in dollars per share)	$ 7.98
Options exercisable, weighted-average exercise price (in dollars per share)	$ 8.02
Unvested share bonus awards
Share-based compensation
Unrecognized compensation expense	90.2
Share weighted-average amortization period	2 years 10 months 24 days
Additional disclosure
Unvested share bonus awards	8.9
Average grant date price of unvested share bonus awards (in dollars per share)	$ 6.79
Number of shares outstanding	22.3
Unvested share bonus awards, market-based | Minimum
Additional disclosure
Number of shares that can be issued	0
Unvested share bonus awards, market-based | Maximum
Additional disclosure
Number of shares that can be issued	7.6
Unvested share bonus awards, market-based | Key employees
Share-based compensation
Unrecognized compensation expense	$ 11.7
Additional disclosure
Unvested share bonus awards	2.2
Average grant date price of unvested share bonus awards (in dollars per share)	$ 7.64
Number of shares outstanding	4.4
Vesting period	3 years
Unvested share bonus awards, market-based | Key employees | Minimum
Additional disclosure
Number of shares that can be issued	0
Unvested share bonus awards, market-based | Key employees | Maximum
Additional disclosure
Number of shares that can be issued	4.4

XML

FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Sep. 28, 2012

FINANCIAL INSTRUMENTS

Schedule of aggregate notional amount of the outstanding foreign currency forward and swap contracts

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	2,904,030	—	$	460,789	$	—
EUR	20,599	9,729	26,479		12,420
HUF	13,818,000	—	62,350		—
ILS	153,600	—	39,089		—
MXN	1,499,900	—	116,774		—
MYR	386,600	—	125,662		—
SGD	46,700	—	38,026		—
Other	N/A	N/A	63,918		500
			933,087		12,920
Other Forward/Swap Contracts
BRL	34,900	54,200	17,140		26,618
CAD	34,417	44,470	35,095		45,449
CNY	932,472	931,248	148,000		148,000
EUR	388,999	198,361	500,165		254,416
GBP	14,536	34,690	23,443		56,187
HUF	5,394,500	5,502,300	24,341		24,828
JPY	6,412,466	3,371,577	82,528		43,192
MXN	701,555	216,920	54,619		16,888
MYR	187,020	40,250	60,790		13,083
SEK	2,371,420	756,283	360,346		114,776
SGD	31,163	4,385	25,375		3,571
Other	N/A	N/A	111,576		35,227
			1,443,418		782,235
Total Notional Contract Value in USD			$	2,376,505	$	795,155

Schedule of fair value of the derivative instruments located on the condensed consolidated balance sheets utilized for foreign currency risk management purposes

	Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	September 28,		March 31,		Balance Sheet	September 28,		March 31,
	Location	2012		2012		Location	2012		2012
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	16,631	$	10,075	Other current liabilities	$	1,563	$	1,905
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	7,711	$	10,894	Other current liabilities	$	5,367	$	6,200

XML

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details 3) (USD $)	Sep. 28, 2012	Mar. 31, 2012
Other financial instruments
Assets no longer in use and held for sale	$ 17,000,000	$ 16,700,000
Carrying Amount
Other financial instruments
Fair Value	2,080,675,000	2,184,095,000
Carrying Amount | Level 1 | Term loan dated October 1, 2007
Other financial instruments
Fair Value	1,173,425,000	1,179,595,000
Carrying Amount | Level 1 | Term loan dated October 19, 2011
Other financial instruments
Fair Value	531,250,000	487,500,000
Carrying Amount | Level 2 | Asia Term Loans
Other financial instruments
Fair Value	376,000,000	377,000,000
Carrying Amount | Level 2 | Revolving line of credit
Other financial instruments
Fair Value		140,000,000
Fair Value
Other financial instruments
Fair Value	2,072,318,000	2,168,978,000
Fair Value | Level 1 | Term loan dated October 1, 2007
Other financial instruments
Fair Value	1,167,599,000	1,171,959,000
Fair Value | Level 1 | Term loan dated October 19, 2011
Other financial instruments
Fair Value	530,586,000	482,625,000
Fair Value | Level 2 | Asia Term Loans
Other financial instruments
Fair Value	374,133,000	374,394,000
Fair Value | Level 2 | Revolving line of credit
Other financial instruments
Fair Value		$ 140,000,000

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FINANCIAL INSTRUMENTS (Details) In Thousands, unless otherwise specified	Sep. 28, 2012 USD ($)	Sep. 28, 2012 Forward and Swap Contracts Buy USD ($)	Sep. 28, 2012 Forward and Swap Contracts Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts BRL Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts BRL Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts BRL Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts BRL Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CNY Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CNY Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CNY Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CNY Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CAD Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CAD Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CAD Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts CAD Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts EUR Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts EUR Buy EUR (€)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts EUR Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts EUR Sell EUR (€)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts GBP Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts GBP Buy GBP (£)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts GBP Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts GBP Sell GBP (£)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts HUF Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts HUF Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts HUF Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts HUF Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts JPY Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts JPY Buy JPY (¥)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts JPY Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts JPY Sell JPY (¥)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MXN Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MXN Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MXN Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MXN Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MYR Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MYR Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MYR Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts MYR Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SEK Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SEK Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SEK Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SEK Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SGD Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SGD Buy	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SGD Sell USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts SGD Sell	Sep. 28, 2012 Economic hedges Forward and Swap Contracts Other Buy USD ($)	Sep. 28, 2012 Economic hedges Forward and Swap Contracts Other Sell USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts Sell USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts CNY Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts CNY Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts EUR Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts EUR Buy EUR (€)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts EUR Sell USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts EUR Sell EUR (€)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts HUF Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts HUF Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts ILS Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts ILS Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts MXN Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts MXN Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts MYR Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts MYR Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts SGD Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts SGD Buy	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts Other Buy USD ($)	Sep. 28, 2012 Cash Flow Hedges Forward and Swap Contracts Other Sell USD ($)
Notional amount
Notional Contract Value	$ 3,200,000	$ 2,376,505	$ 795,155	$ 1,443,418	$ 782,235	$ 17,140	34,900	$ 26,618	54,200	$ 148,000	932,472	$ 148,000	931,248	$ 35,095	34,417	$ 45,449	44,470	$ 500,165	€ 388,999	$ 254,416	€ 198,361	$ 23,443	£ 14,536	$ 56,187	£ 34,690	$ 24,341	5,394,500	$ 24,828	5,502,300	$ 82,528	¥ 6,412,466	$ 43,192	¥ 3,371,577	$ 54,619	701,555	$ 16,888	216,920	$ 60,790	187,020	$ 13,083	40,250	$ 360,346	2,371,420	$ 114,776	756,283	$ 25,375	31,163	$ 3,571	4,385	$ 111,576	$ 35,227	$ 933,087	$ 12,920	$ 460,789	2,904,030	$ 26,479	€ 20,599	$ 12,420	€ 9,729	$ 62,350	13,818,000	$ 39,089	153,600	$ 116,774	1,499,900	$ 125,662	386,600	$ 38,026	46,700	$ 63,918	$ 500

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SHARE-BASED COMPENSATION

6 Months Ended

Sep. 28, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

3.  SHARE-BASED COMPENSATION

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

	Three-Month Periods Ended				Six-Month Periods Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
	(In thousands)
Cost of sales	$	1,058	$	2,293	$	2,515	$	4,307
Selling, general and administrative expenses	7,316		11,955		15,677		22,218
Total stock-based compensation expense	$	8,374	$	14,248	$	18,192	$	26,525

Total unrecognized compensation expense related to share options is $2.7 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.3 years. As of September 28, 2012, the number of options outstanding and exercisable was 37.6 million and 36.4 million, respectively, at weighted-average exercise prices of $7.98 and $8.02 per share, respectively.

During the six-month period ended September 28, 2012, the Company granted 8.9 million unvested share bonus awards at an average grant date price of $6.79 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.2 million represents the target amount of grants made to certain key employees whereby vesting is contingent on 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 cliff vest after a period of three years, if such market conditions have been met. The number of shares issued can range from zero to 4.4 million.  The average grant-date fair value of these awards was estimated to be $7.64 per share and was calculated using a Monte Carlo simulation.  As of September 28, 2012, approximately 22.3 million of unvested share bonus awards were outstanding, of which vesting for 4.4 million is contingent on meeting the certain market condition above. The number of shares issued can range from zero to 7.6 million based on the achievement levels of the targeted market condition.

As of September 28, 2012, total unrecognized compensation expense related to unvested share bonus awards is $90.2 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.9 years. Approximately $11.7 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting a certain market condition, as discussed above.

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BUSINESS AND ASSET ACQUISITIONS (Details) (USD $)	6 Months Ended
	Sep. 28, 2012 item	Sep. 30, 2011	Mar. 31, 2012
BUSINESS AND ASSET ACQUISITIONS
Number of acquisitions	3
Business Acquisitions
Aggregate purchase consideration, net of cash acquired	$ (7,834,000)	$ 21,426,000
Payment made for purchase of assets by the Company on behalf of the customer	58,077,000	(2,408,000)
Net cash inflows to fund assets acquired on behalf of customer	31,273,000
Deferred Revenue	231,100,000		329,600,000
Insignificant acquisitions
Business Acquisitions
Amount of cash and earn out payments paid	72,300,000
Amount of cash acquired	80,100,000
Aggregate purchase consideration, net of cash acquired	7,800,000
Goodwill recorded in connection with acquisitions	68,300,000
Customer Specific Assets Financed By Third Party Bank
Business Acquisitions
Assets financed by a third party banking institution included in other current assets	224,300,000
Assets financed by a third party banking institution included in other current liabilities	197,500,000
Payment made for purchase of assets by the Company on behalf of the customer	59,100,000
Net cash inflows to fund assets acquired on behalf of customer	31,300,000
Deferred Revenue	$ 88,000,000

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SUMMARY OF ACCOUNTING POLICIES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Sep. 28, 2012	Sep. 28, 2012
Basis of Presentation and Principles of Consolidation
Gain recognized includes out-of-period adjustment	$ 23.0	$ 23.0
Warrant | Out of Period [Member]
Basis of Presentation and Principles of Consolidation
Gain recognized includes out-of-period adjustment	$ 12.8	$ 5.7

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DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Sep. 28, 2012

DISCONTINUED OPERATIONS

Schedule of results from discontinued operations and their current and non-current assets and liabilities

The results from discontinued operations were as follows:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Net sales	$	15,767		$	35,914		$	32,013		$	88,376
Cost of sales	14,415			33,046			34,305			86,063
Gross profit (loss)	1,352			2,868			(2,292		)	2,313
Selling, general and administrative expenses	760			3,691			1,927			7,786
Intangibles amortization	9,969			3,081			11,000			4,263
Interest and other expense (income), net	520			48			3,948			(27		)
Loss before income taxes	(9,897		)	(3,952		)	(19,167		)	(9,709		)
Provision for (benefit from) income taxes	9			117			(964		)	(310		)
Net loss of discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)

The current and non-current assets and liabilities of discontinued operations were as follows:

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Accounts receivable, net	$	10,752	$	9,222
Inventories	7,970		11,002
Other current assets	1,096		1,418
Total current assets of discontinued operations	$	19,818	$	21,642
Property and equipment, net	$	6,652	$	30,377
Goodwill and other intangibles, net	—		11,000
Other assets	40		40
Total non-current assets of discontinued operations	$	6,692	$	41,417
Accounts payable	$	14,696	$	14,455
Other current liabilities	4,825		10,399
Total current liabilities of discontinued operations	$	19,521	$	24,854

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SHARE REPURCHASES (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended
	Sep. 13, 2012	Jun. 29, 2012
SHARE REPURCHASES
Aggregate limit on share repurchases under the share repurchase plans (as a percent)	10.00%
Stock repurchased and retired during period (in shares)		20.4
Purchase price of stock repurchased and retired during period		$ 134.0

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SUMMARY OF ACCOUNTING POLICIES (Details 2) (USD $)	3 Months Ended		6 Months Ended					3 Months Ended		3 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011	Mar. 31, 2012	Mar. 31, 2011	Sep. 28, 2012 Customer Specific Assets Financed By Third Party Bank	Sep. 28, 2012 Customer-related intangibles	Mar. 31, 2012 Customer-related intangibles	Jun. 29, 2012 Licenses and other intangibles	Sep. 28, 2012 Licenses and other intangibles	Mar. 31, 2012 Licenses and other intangibles
SUMMARY OF ACCOUNTING POLICIES
Proceeds and repayment of bank borrowings				$ 902,200,000
Cash and Cash Equivalents
Cash and bank balances	1,245,634,000		1,245,634,000		1,174,423,000
Money market funds and time deposits	315,935,000		315,935,000		343,906,000
Cash and cash equivalents	1,561,569,000	1,595,709,000	1,561,569,000	1,595,709,000	1,518,329,000	1,748,471,000
Inventories
Raw materials	1,955,335,000		1,955,335,000		1,952,358,000
Work-in-progress	498,034,000		498,034,000		537,753,000
Finished goods	668,165,000		668,165,000		810,680,000
Inventories, total	3,121,534,000		3,121,534,000		3,300,791,000
Property and Equipment
Depreciation expense	98,300,000	101,700,000	198,200,000	201,000,000
Activity in goodwill account
Balance, beginning of the year			101,670,000
Acquisitions			68,319,000
Foreign currency translation adjustments			(379,000)
Balance, end of the quarter	169,610,000		169,610,000
Components of acquired intangible assets
Gross Carrying Amount	354,318,000		354,318,000		266,421,000			243,581,000	243,681,000		110,737,000	22,740,000
Accumulated Amortization	(223,994,000)		(223,994,000)		(208,167,000)			(212,307,000)	(199,238,000)		(11,687,000)	(8,929,000)
Total amortization expense	130,324,000		130,324,000		58,254,000			31,274,000	44,443,000		99,050,000	13,811,000
Increase in intangible assets relating to exclusive manufacturing rights and certain manufacturing technologies and processes, in connection with an acquisition										88,000,000
Total amortization expense	8,100,000	11,500,000	15,900,000	23,600,000
Intangible asset impairment								10,000,000
Amortization expense recorded in cost of sales	800,000
Estimated future annual amortization expense for acquired intangible assets
2013	25,793,000		25,793,000
2014	45,030,000		45,030,000
2015	48,394,000		48,394,000
2016	7,809,000		7,809,000
2017	1,959,000		1,959,000
Thereafter	1,339,000		1,339,000
Other Current Liabilities
Customer working capital advances included in other current liabilities	210,800,000		210,800,000		326,600,000
Assets financed by a third party banking institution included in other current liabilities							197,500,000
Deferred revenue	$ 231,100,000		$ 231,100,000		$ 329,600,000		$ 88,000,000

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SUMMARY OF ACCOUNTING POLICIES (Details 3) (USD $)	Sep. 28, 2012	Jun. 29, 2012	Mar. 31, 2012	Sep. 30, 2011	Jul. 01, 2011	Mar. 31, 2011
Customer Specific Assets Financed By Third Party Bank
Other Current Assets
Assets financed by a third party banking institution included in other current assets	$ 224,300,000
Global and North American Asset-Backed Securitization
Other Current Assets
Deferred purchase price receivable on transfer of assets	$ 458,085,000	$ 513,907,000	$ 514,895,000	$ 1,072,661,000	$ 681,348,000	$ 459,994,000

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SUMMARY OF ACCOUNTING POLICIES

6 Months Ended

Sep. 28, 2012

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, 2012 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 and six-month periods ended September 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013.

The first quarter for fiscal 2013 and fiscal 2012 ended on June 29, 2012 and July 1, 2011, respectively. The second quarter for fiscal 2013 and fiscal 2012 ended on September 28, 2012 and September 30, 2011, respectively.  The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

The Company recognized a $23.0 million gain as a component of interest and other expense (income), net in the three-month period ended September 28, 2012 for the cumulative fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  These fully-vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the statements of operations. The gain from changes in fair value recognized in the three-month period ended September 28, 2012 includes an out-of-period adjustment of $12.8 million and the six-month period ended September 28, 2012 includes an out-of-period adjustment of $5.7 million.  Management believes the impact of the error is not material to current or prior fiscal periods.

During the second quarter of fiscal 2013, the Company finalized a plan to sell a non-core business. An agreement was entered into on October 15, 2012, and the sale is expected to close in fiscal 2013.

During the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies, Inc. (“Tessera Technologies”), and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.

In accordance with the accounting guidance, these non-core businesses represent separate asset groups and the divestitures qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

For the six-month period ended September 30, 2011, approximately $902.2 million of proceeds from bank borrowings and repayment of bank borrowings, related to certain short-term facilities, were previously reflected on a gross basis in the condensed consolidated statements of cash flows. These amounts should have been reflected on a net basis in “repayment of bank borrowings, long-term debt and capital lease obligations” and have been corrected in the accompanying condensed consolidated statements of cash flows. The correction had no net impact on total cash used in financing activities.  This error had no impact on current year cash flows.

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Cash and bank balances	$	1,245,634	$	1,174,423
Money market funds and time deposits	315,935		343,906
	$	1,561,569	$	1,518,329

Inventories

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

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Raw materials	$	1,955,335	$	1,952,358
Work-in-progress	498,034		537,753
Finished goods	668,165		810,680
	$	3,121,534	$	3,300,791

Other Current Assets / Other Assets

Other current assets includes approximately $458.1 million and $514.9 million as of September 28, 2012 and March 31, 2012, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see note 8).  Additionally, as of September 28, 2012, $224.3 million was included in other current assets related to customer specific manufacturing assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.

As discussed further under the basis of presentation and principles of consolidation, the Company recognized a $23.0 million gain for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  The fair value of the warrants is included in other assets on the condensed consolidated balance sheet as of September 28, 2012.

Property and Equipment

Depreciation expense associated with property and equipment was approximately $98.3 million and $198.2 million for the three-month and six-month periods ended September 28, 2012, respectively, and $101.7 million and $201.0 million for the three-month and six-month periods ended September 30, 2011, respectively.

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the six-month period ended September 28, 2012:

	Amount
	(In thousands)
Balance, beginning of the year	$	101,670
Acquisitions (1)	68,319
Foreign currency translation adjustments	(379		)
Balance, end of the quarter	$	169,610

(1)The amount is attributable to certain acquisitions that were not individually, nor in the aggregate, significant to the Company. See note 10 to the condensed consolidated financial statements for additional information.

The components of acquired intangible assets are as follows:

	As of September 28, 2012							As of March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	243,581	$	(212,307	)	$	31,274	$	243,681	$	(199,238	)	$	44,443
Licenses and other intangibles	110,737		(11,687		)	99,050		22,740		(8,929		)	13,811
Total	$	354,318	$	(223,994	)	$	130,324	$	266,421	$	(208,167	)	$	58,254

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended September 28, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a net carrying amount of $10.0 million, which is included in the results from discontinued operations, in connection with the non-core business expected to be divested during fiscal 2013 based on the carrying value of net assets and the expected sale proceeds.  During the first fiscal quarter of 2013, the value of intangible assets increased by $88.0 million relating to a license agreement for exclusive manufacturing rights and certain manufacturing technologies and processes in connection with an acquisition as more fully described in note 10 to the condensed consolidated financial statements.  Total intangible amortization expense was $8.1 million and $15.9 million during the three-month and six-month periods ended September 28, 2012, respectively, of which $0.8 million was recorded in cost of sales during the quarter ended September 28, 2012 in connection with the aforementioned acquisition.  Total intangible amortization expense was $11.5 million and $23.6 million during the three-month and six-month periods ended September 30, 2011, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Total
	(In thousands)
2013 (1)	$	25,793
2014	45,030
2015	48,394
2016	7,809
2017	1,959
Thereafter	1,339
Total amortization expense	$	130,324

(1)       Represents estimated amortization for the six-month period ending March 31, 2013.

Other Current Liabilities

Other current liabilities include customer working capital advances amounting to $210.8 million and $326.6 million and deferred revenue amounting to $231.1 million and $329.6 million as of September 28, 2012 and March 31, 2012, respectively. Additionally, as of September 28, 2012, $197.5 million was included in other current liabilities related to customer specific assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.

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SHARE-BASED COMPENSATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Share-based compensation
Share-based compensation expense	$ 8,374	$ 14,248	$ 18,192	$ 26,525
Cost of sales
Share-based compensation
Share-based compensation expense	1,058	2,293	2,515	4,307
Selling, general and administrative expenses
Share-based compensation
Share-based compensation expense	$ 7,316	$ 11,955	$ 15,677	$ 22,218

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Sep. 28, 2012	Sep. 28, 2012
Financial Instruments Measured at Fair Value on a Recurring Basis
Gain for the cumulative fair value adjustment of entity warrants to purchase common shares	$ 23.0	$ 23.0
Warrant
Financial Instruments Measured at Fair Value on a Recurring Basis
Number of shares that can be purchased out of warrants issued	1.35	1.35
Weighted-average price of warrant (in dollars per share)	$ 7.33	$ 7.33
Remaining life	5 years 7 months 6 days
Volatility	55.00%
Dividend yield	0.00%
Risk-free rate	0.75%

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Mar. 31, 2012
Current assets:
Cash and cash equivalents	$ 1,561,569	$ 1,518,329
Accounts receivable, net of allowance for doubtful accounts of $15,028 and $39,071 as of September 28, 2012 and March 31, 2012, respectively	2,400,558	2,593,829
Inventories	3,121,534	3,300,791
Current assets of discontinued operations	19,818	21,642
Other current assets	1,337,766	1,099,959
Total current assets	8,441,245	8,534,550
Property and equipment, net	2,179,297	2,076,442
Goodwill and other intangible assets, net	299,934	159,924
Long-term assets of discontinued operations	6,692	41,417
Other assets	262,100	221,471
Total assets	11,189,268	11,033,804
Current liabilities:
Bank borrowings, current portion of long-term debt and capital lease obligations	218,955	42,467
Accounts payable	4,208,471	4,294,873
Accrued payroll	379,407	345,337
Current liabilities of discontinued operations	19,521	24,854
Other current liabilities	1,597,969	1,580,654
Total current liabilities	6,424,323	6,288,185
Long-term debt and capital lease obligations, net of current portion	1,876,756	2,157,798
Other liabilities	435,246	303,842
Commitments and contingencies (Note 11)
Shareholders' equity
Ordinary shares, no par value; 717,364,229 and 733,979,527 issued, and 667,124,874 and 683,740,173 outstanding as of September 28, 2012 and March 31, 2012, respectively	8,187,184	8,292,370
Treasury shares, at cost; 50,239,355 shares as of September 28, 2012 and March 31, 2012	(388,215)	(388,215)
Accumulated deficit	(5,300,720)	(5,579,739)
Accumulated other comprehensive loss	(45,306)	(40,437)
Total shareholders' equity	2,452,943	2,283,979
Total liabilities and shareholders' equity	$ 11,189,268	$ 11,033,804

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DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended			6 Months Ended	3 Months Ended	0 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011	Mar. 31, 2012	Sep. 28, 2012 Divestitures	Sep. 30, 2011 Divestitures	Sep. 28, 2012 Divestitures	Sep. 30, 2011 Divestitures	Mar. 31, 2012 Divestitures	Sep. 28, 2012 Vista Point Technologies	Sep. 28, 2012 Divestiture Two	Oct. 15, 2012 Divestiture Two Expected
Discontinued Operations disclosures
Impairment of customer related intangible assets												$ 10,000,000
Total sale price											16,500,000		8,400,000
Loss on sale of business											4,700,000
Results from discontinued operations
Net sales						15,767,000	35,914,000	32,013,000	88,376,000
Cost of sales						14,415,000	33,046,000	34,305,000	86,063,000
Gross profit (loss)						1,352,000	2,868,000	(2,292,000)	2,313,000
Selling, general and administrative expenses						760,000	3,691,000	1,927,000	7,786,000
Intangibles amortization						9,969,000	3,081,000	11,000,000	4,263,000
Interest and other expense (income), net						520,000	48,000	3,948,000	(27,000)
Loss before income taxes						(9,897,000)	(3,952,000)	(19,167,000)	(9,709,000)
Provision for (benefit from) income taxes						9,000	117,000	(964,000)	(310,000)
Net loss of discontinued operations	(9,906,000)	(4,069,000)	(18,203,000)	(9,399,000)		(9,906,000)	(4,069,000)	(18,203,000)	(9,399,000)
Current and non-current assets and liabilities of discontinued operations
Accounts receivable, net						10,752,000		10,752,000		9,222,000
Inventories						7,970,000		7,970,000		11,002,000
Other current assets						1,096,000		1,096,000		1,418,000
Total current assets of discontinued operations	19,818,000		19,818,000		21,642,000	19,818,000		19,818,000		21,642,000
Property and equipment, net						6,652,000		6,652,000		30,377,000
Goodwill and other intangibles, net										11,000,000
Other assets						40,000		40,000		40,000
Total non-current assets of discontinued operations	6,692,000		6,692,000		41,417,000	6,692,000		6,692,000		41,417,000
Accounts payable						14,696,000		14,696,000		14,455,000
Other current liabilities						4,825,000		4,825,000		10,399,000
Total current liabilities of discontinued operations	$ 19,521,000		$ 19,521,000		$ 24,854,000	$ 19,521,000		$ 19,521,000		$ 24,854,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 279,019	$ 261,855
Depreciation, amortization and other impairment charges	229,700	237,498
Changes in working capital and other	19,126	(62,473)
Net cash provided by operating activities	527,845	436,880
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(264,471)	(260,703)
Proceeds from the disposition of property and equipment	19,275	23,760
Acquisition of businesses, net of cash acquired	7,834	(21,426)
Proceeds from divestiture of business, net of cash held in divested business	16,472
Other investing activities, net	(58,077)	2,408
Net cash used in investing activities	(278,967)	(255,961)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	160,185	1,616,545
Repayments of bank borrowings, long-term debt and capital lease obligations	(272,211)	(1,620,748)
Payments for repurchase of ordinary shares	(134,014)	(306,057)
Net proceeds from issuance of ordinary shares	10,636	6,230
Other financing activities, net	31,273
Net cash used in financing activities	(204,131)	(304,030)
Effect of exchange rates on cash and cash equivalents	(1,507)	(29,651)
Net increase (decrease) in cash and cash equivalents	43,240	(152,762)
Cash and cash equivalents, beginning of period	1,518,329	1,748,471
Cash and cash equivalents, end of period	$ 1,561,569	$ 1,595,709

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BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS (Details) (USD $)	6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011
Bank borrowings and long-term debt
Carrying Amount	$ 2,085,438,000	$ 2,188,673,000
Current portion	(215,840,000)	(39,340,000)
Non-current portion	1,869,598,000	2,149,333,000
Amount available under revolving line of credit facility	1,500,000,000
Term Loan, including current portion, due in installments through October 2014
Bank borrowings and long-term debt
Carrying Amount	1,173,425,000	1,179,595,000
New Term Loan, including current portion, due in installments through October 2016
Bank borrowings and long-term debt
Carrying Amount	531,250,000	487,500,000
Increase limit	50,000,000
Asia Term Loans
Bank borrowings and long-term debt
Carrying Amount	376,000,000	377,000,000
Current portion	(174,000,000)
Outstanding under revolving line of credit
Bank borrowings and long-term debt
Carrying Amount		140,000,000
Other
Bank borrowings and long-term debt
Carrying Amount	$ 4,763,000	$ 4,578,000

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SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Sep. 28, 2012

SHARE-BASED COMPENSATION

Schedule of share-based compensation expense

	Three-Month Periods Ended				Six-Month Periods Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
	(In thousands)
Cost of sales	$	1,058	$	2,293	$	2,515	$	4,307
Selling, general and administrative expenses	7,316		11,955		15,677		22,218
Total stock-based compensation expense	$	8,374	$	14,248	$	18,192	$	26,525

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INTEREST AND OTHER EXPENSE (INCOME), NET (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
INTEREST AND OTHER EXPENSE (INCOME), NET
Interest expense	$ 15.5	$ 16.6	$ 31.3	$ 32.9
Interest income	4.8	4.7	11.8	8.0
Gains on foreign exchange transactions	2.8	16.1	7.6	21.7
Gain for the cumulative fair value adjustment of entity warrants to purchase common shares	$ 23.0		$ 23.0

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BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS (Tables)

6 Months Ended

Sep. 28, 2012

BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

Schedule of bank borrowings and long-term debt

	As of			As of
	September 28, 2012			March 31, 2012
	(In thousands)
Term Loan, including current portion, due in installments through October 2014	$	1,173,425		$	1,179,595
New Term Loan, including current portion, due in installments through October 2016	531,250			487,500
Asia Term Loans	376,000			377,000
Outstanding under revolving line of credit	—			140,000
Other	4,763			4,578
	2,085,438			2,188,673
Current portion	(215,840		)	(39,340		)
Non-current portion	$	1,869,598		$	2,149,333

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ORGANIZATION OF THE COMPANY

6 Months Ended

Sep. 28, 2012

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 through a combination of organic growth and acquisitions. The Company is a leading global provider of vertically-integrated advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products in the following markets: High Reliability Solutions (“HRS”), which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions (“HVS”), which includes our mobile devices business, including smart phones, consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets, printers, and our original design manufacturing (“ODM”) PC business which we exited in fiscal 2012; Industrial and Emerging Industries (“IEI”), which is comprised of our white goods, equipment, and emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses. 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 can design, build, ship and service 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), supply chain management software solutions and component product offerings. Additionally, the Company provides a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 28, 2012	Mar. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 15,028	$ 39,071
Ordinary shares, issued	717,364,229	733,979,527
Ordinary shares, outstanding	667,124,874	683,740,173
Treasury shares	50,239,355	50,239,355

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 28, 2012

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

11.  COMMITMENTS AND CONTINGENCIES

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 condensed consolidated balance sheets would not be material to the financial statements as a whole.

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Document and Entity Information	6 Months Ended
	Sep. 28, 2012	Oct. 22, 2012
Document and Entity Information
Entity Registrant Name	FLEXTRONICS INTERNATIONAL LTD.
Entity Central Index Key	0000866374
Document Type	10-Q
Document Period End Date	Sep. 28, 2012
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		663,220,260
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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SHARE REPURCHASES

6 Months Ended

Sep. 28, 2012

SHARE REPURCHASES

SHARE REPURCHASES

12.  SHARE REPURCHASES

The Company’s Board of Directors, on September 13, 2012, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was approved by the Company’s shareholders at the 2012 Extraordinary General Meeting held on August 30, 2012. Share repurchases by the Company under the share repurchase plans are subject to an aggregate limit of 10% of the Company’s ordinary shares outstanding as of the date of the 2012 Extraordinary General Meeting.  No share repurchases were made under this repurchase plan during the three-month period ended September 28, 2012.

During the first fiscal quarter of 2013, the Company repurchased the entire remaining amount under the plan that was approved by the Company’s Board of Directors on December 7, 2011, or approximately 20.4 million shares for an aggregate purchase price of approximately $134.0 million, and retired all of these shares.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Net sales	$ 6,174,841	$ 8,008,428	$ 12,150,836	$ 15,503,716
Cost of sales	5,808,069	7,635,910	11,426,707	14,730,422
Gross profit	366,772	372,518	724,129	773,294
Selling, general and administrative expenses	192,183	210,378	382,527	422,198
Intangible amortization	7,265	11,459	15,074	23,580
Interest and other expense (income), net	(10,450)	1,419	335	23,668
Income from continuing operations before income taxes	177,774	149,262	326,193	303,848
Provision for income taxes	17,321	15,313	28,971	32,594
Income from continuing operations	160,453	133,949	297,222	271,254
Loss from discontinued operations, net of tax	(9,906)	(4,069)	(18,203)	(9,399)
Net income	$ 150,547	$ 129,880	$ 279,019	$ 261,855
Income from continuing operations:
Basic (in dollars per share)	$ 0.24	$ 0.19	$ 0.44	$ 0.37
Diluted (in dollars per share)	$ 0.24	$ 0.18	$ 0.44	$ 0.36
Loss from discontinued operations:
Basic (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Net income:
Basic (in dollars per share)	$ 0.23	$ 0.18	$ 0.42	$ 0.36
Diluted (in dollars per share)	$ 0.22	$ 0.18	$ 0.41	$ 0.35
Weighted-average shares used in computing per share amounts:
Basic (in shares)	666,265	722,208	670,816	734,485
Diluted (in shares)	678,086	731,049	683,171	745,436

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INTEREST AND OTHER EXPENSE (INCOME), NET

6 Months Ended

Sep. 28, 2012

INTEREST AND OTHER EXPENSE (INCOME), NET

INTEREST AND OTHER EXPENSE (INCOME), NET

6. INTEREST AND OTHER EXPENSE (INCOME), NET

During the three-month and six-month periods ended September 28, 2012, the Company recognized interest expense of $15.5 million and $31.3 million, respectively, on its debt obligations outstanding during the period. During the three-month and six-month periods ended September 30, 2011, the Company recognized interest expense of $16.6 million and $32.9 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized interest income of $4.8 million and $11.8 million, respectively. During the three-month and six-month periods ended September 30, 2011, the Company recognized interest income of $4.7 million and $8.0 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized gains on foreign exchange transactions of $2.8 million and $7.6 million, respectively.  During the three-month and six-month periods ended September 30, 2011, the Company recognized gains on foreign exchange transactions of $16.1 million and $21.7 million, respectively.

During the three-month and six-month periods ended September 28, 2012, the Company recognized a gain of $23.0 million for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier as discussed in note 2.

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BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

6 Months Ended

Sep. 28, 2012

BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

BANK BORROWINGS, LONG-TERM DEBT & CAPITAL LEASE OBLIGATIONS

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

Bank borrowings and long-term debt are as follows:

	As of			As of
	September 28, 2012			March 31, 2012
	(In thousands)
Term Loan, including current portion, due in installments through October 2014	$	1,173,425		$	1,179,595
New Term Loan, including current portion, due in installments through October 2016	531,250			487,500
Asia Term Loans	376,000			377,000
Outstanding under revolving line of credit	—			140,000
Other	4,763			4,578
	2,085,438			2,188,673
Current portion	(215,840		)	(39,340		)
Non-current portion	$	1,869,598		$	2,149,333

New Term Loan due October 2016

On September 28, 2012, the Company increased the limit on its New Term Loan maturing in October 2016 by $50.0 million and borrowed the entire incremental amount.

Asia Term Loans

As of September 28, 2012, there were $376.0 million in borrowings outstanding under the Company’s Asia term loans, of which $174.0 million will be due in September 2013.  Accordingly, this amount is classified as bank borrowings, current portion of long-term debt and capital leases on the condensed consolidated balance sheet as of September 28, 2012.

Revolving Line of Credit

During the quarter ended September 28, 2012, the Company repaid all amounts outstanding under its $1.5 billion revolving line of credit facility.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Sep. 28, 2012

EARNINGS PER SHARE

Schedule of basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income from continuing and discontinued operations per share

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Basic earnings from continuing operations per share	$	0.24		$	0.19		$	0.44		$	0.37
Basic loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Basic earnings per share	$	0.23		$	0.18		$	0.42		$	0.36
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Weighted-average ordinary share equivalents from stock options and awards (1)	11,821			8,841			12,355			10,951
Weighted-average ordinary shares and ordinary share equivalents outstanding	678,086			731,049			683,171			745,436
Diluted earnings from continuing operations per share	$	0.24		$	0.18		$	0.44		$	0.36
Diluted loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Diluted earnings per share	$	0.22		$	0.18		$	0.41		$	0.35

(1)       Ordinary share equivalents from share options to purchase approximately 20.4 million shares and 27.4 million shares outstanding during the three-month periods ended September 28, 2012 and September 30, 2011, respectively, and 21.6 million shares and 26.8 million shares outstanding during the six-month periods ended September 28, 2012 and September 30, 2011, respectively, 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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DISCONTINUED OPERATIONS

6 Months Ended

Sep. 28, 2012

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

13.  DISCONTINUED OPERATIONS

During the second quarter of fiscal 2013, the Company finalized a plan to sell a non-core business. An agreement was entered into on October 15, 2012 to sell this business for a total expected sale price of $8.4 million. The divestiture is expected to close in fiscal 2013.  During the three-month period ended September 28, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a carrying value of $10.0 million in connection with the expected sale of this business based on the carrying value of net assets and the expected sale proceeds; this impairment charge is included in intangible amortization expenses relating to results from discontinued operations.

During the first quarter of 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.  Total proceeds received from the sale of this business was $16.5 million and the Company recognized a loss on sale of this business of $4.7 million, which is included in interest and other expense (income), net in the results from discontinued operations during the six-month period ended September 28, 2012.

In accordance with the accounting guidance, these non-core businesses qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

The results from discontinued operations were as follows:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Net sales	$	15,767		$	35,914		$	32,013		$	88,376
Cost of sales	14,415			33,046			34,305			86,063
Gross profit (loss)	1,352			2,868			(2,292		)	2,313
Selling, general and administrative expenses	760			3,691			1,927			7,786
Intangibles amortization	9,969			3,081			11,000			4,263
Interest and other expense (income), net	520			48			3,948			(27		)
Loss before income taxes	(9,897		)	(3,952		)	(19,167		)	(9,709		)
Provision for (benefit from) income taxes	9			117			(964		)	(310		)
Net loss of discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)

The current and non-current assets and liabilities of discontinued operations were as follows:

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Accounts receivable, net	$	10,752	$	9,222
Inventories	7,970		11,002
Other current assets	1,096		1,418
Total current assets of discontinued operations	$	19,818	$	21,642
Property and equipment, net	$	6,652	$	30,377
Goodwill and other intangibles, net	—		11,000
Other assets	40		40
Total non-current assets of discontinued operations	$	6,692	$	41,417
Accounts payable	$	14,696	$	14,455
Other current liabilities	4,825		10,399
Total current liabilities of discontinued operations	$	19,521	$	24,854

There were no assets or liabilities attributable to the divested camera modules business as of September 28, 2012 as the divestiture was completed in June 2012.

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

6 Months Ended

Sep. 28, 2012

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

9. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

The Company has deferred compensation plans for its officers and certain other employees.  Deferred amounts under the plans are invested in hypothetical investments selected by the participant or the participant’s investment manager.  The Company’s deferred compensation plan assets are included in other noncurrent assets on the condensed consolidated balance sheets and primarily include investments in equity securities that are valued using active market prices.

The Company values available for sale investments using level 1 inputs which are active market trading prices.

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

The Company’s cash equivalents are comprised of bank deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value.

The Company’s deferred compensation plan assets also include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources.  These sources price these investments using certain market indices and the performance of these investments in relation to these indices.  As a result, the Company has classified these investments as level 2 in the fair value hierarchy.

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company values deferred purchase price receivables relating to its Asset-Backed Securitization Program based on a discounted cash flow analysis using unobservable inputs (i.e. level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor and due to its high credit quality and short term maturity their fair value approximates carrying value.  Significant increases in either of the significant unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, but is insignificant. The interrelationship between these inputs is also insignificant.  Refer to note 8, Trade Receivable Securitization, for a reconciliation of the change in the deferred purchase price receivable during the six-month periods ended September 28, 2012 and September 30, 2011.

As discussed in note 2, the Company has warrants to purchase up to 1.35 million shares of the common stock of a certain supplier at a weighted-average price of $7.33 per share.  The warrants expire on May 18, 2018.  The Company values these warrants based on the Black-Scholes option-valuation model using unobservable inputs classified as level 3 in the fair value hierarchy.  For the quarter ended September 28, 2012 the Company used the following assumptions to fair value these warrants:

	As of September 28, 2012
Remaining life	5.6 years
Volatility	55%
Dividend yield	0%
Risk-free rate	0.75%

The Company recognized $23.0 million for the fair value adjustment of these warrants during the three-month and six-month periods ended September 28, 2012.  There were no other additions or changes in the valuation of these warrants during the above periods.

There were no transfers between levels in the fair value hierarchy during the three-month and six-month periods ended September 28, 2012 and September 30, 2011.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements as of September 28, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	315,935		$	—	$	315,935
Deferred purchase price receivable (Note 8)	—		—			458,085		458,085
Foreign exchange forward contracts (Note 7)	—		24,342			—		24,342
Available for sale investments	5,056		—			—		5,056
Warrants to purchase common shares (Note 2)	—		—			23,000		23,000
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,049		54,800			—		57,849
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(6,930	)	$	—	$	(6,930	)

	Fair Value Measurements as of March 31, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	343,906		$	—	$	343,906
Deferred purchase price receivable (Note 8)	—		—			514,895		514,895
Foreign exchange forward contracts (Note 7)	—		20,969			—		20,969
Available for sale investments	5,994		—			—		5,994
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,411		54,241			—		57,652
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(8,105	)	$	—	$	(8,105	)

Other financial instruments

The following table presents the Company’s liabilities not carried at fair value:

	As of September 28, 2012				As of March 31, 2012
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	1,173,425	$	1,167,599	$	1,179,595	$	1,171,959	Level 1
Term loan dated October 19, 2011	531,250		530,586		487,500		482,625		Level 1
Asia term loans	376,000		374,133		377,000		374,394		Level 2
Revolving credit facility	—		—		140,000		140,000		Level 2
Total	$	2,080,675	$	2,072,318	$	2,184,095	$	2,168,978

Revolving credit facility - The carrying amount, if any, approximates fair value due to the short term nature of the interest rates underlying any borrowings under this facility, though the facility itself is available to the Company on a long term basis.

Term loans dated October 1, 2007 and October 19, 2011 - The term loans are valued based on broker trading prices in active markets.

Asia term loans - 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 Term Loan Agreements dated October 1, 2007, and October 19, 2011, management estimates the respective trading prices would be approximately the same.

Assets held for sale

As of September 28, 2012 and March 31, 2012, assets that were no longer in use and held for sale totaled approximately $17.0 million and $16.7 million, respectively, excluding assets that have been identified as relating to discontinued operations as discussed further in note 13.  The assets held for sale primarily represent manufacturing facilities that have been closed as part of the Company’s historical facility consolidations. These assets are recorded at the lesser of carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs).  There were no material fair value adjustments or other transfers between levels in the fair value hierarchy for these assets during the three-month and six-month periods ended September 28, 2012 and September 30, 2011.

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FINANCIAL INSTRUMENTS

6 Months Ended

Sep. 28, 2012

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 September 28, 2012, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $3.2 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	2,904,030	—	$	460,789	$	—
EUR	20,599	9,729	26,479		12,420
HUF	13,818,000	—	62,350		—
ILS	153,600	—	39,089		—
MXN	1,499,900	—	116,774		—
MYR	386,600	—	125,662		—
SGD	46,700	—	38,026		—
Other	N/A	N/A	63,918		500
			933,087		12,920
Other Forward/Swap Contracts
BRL	34,900	54,200	17,140		26,618
CAD	34,417	44,470	35,095		45,449
CNY	932,472	931,248	148,000		148,000
EUR	388,999	198,361	500,165		254,416
GBP	14,536	34,690	23,443		56,187
HUF	5,394,500	5,502,300	24,341		24,828
JPY	6,412,466	3,371,577	82,528		43,192
MXN	701,555	216,920	54,619		16,888
MYR	187,020	40,250	60,790		13,083
SEK	2,371,420	756,283	360,346		114,776
SGD	31,163	4,385	25,375		3,571
Other	N/A	N/A	111,576		35,227
			1,443,418		782,235
Total Notional Contract Value in USD			$	2,376,505	$	795,155

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 (income), net in the condensed consolidated statements 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 September 28, 2012 and March 31, 2012, the Company also has included net deferred gains and losses, respectively, in accumulated other comprehensive loss, 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 gains as of September 28, 2012 are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations primarily 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 (income), net in the condensed consolidated statements of operations.

The following table presents the fair value of the Company’s derivative instruments located on the condensed consolidated balance sheets utilized for foreign currency risk management purposes:

	Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	September 28,		March 31,		Balance Sheet	September 28,		March 31,
	Location	2012		2012		Location	2012		2012
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	16,631	$	10,075	Other current liabilities	$	1,563	$	1,905
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	7,711	$	10,894	Other current liabilities	$	5,367	$	6,200

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TRADE RECEIVABLES SECURITIZATION

6 Months Ended

Sep. 28, 2012

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 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 Company maintains a continuing involvement in the receivables sold as a result of the deferred purchase price. 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 and six-month periods ended September 28, 2012 and September 30, 2011 were not material and are included in interest and other expense (income), 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 September 28, 2012, approximately $1.0 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 $575.6 million and deferred purchase price receivables of approximately $458.1 million.  As of March 31, 2012, approximately $1.1 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.8 million and deferred purchase price receivables of approximately $514.9 million.  The deferred purchase price receivables are included in other current assets as of September 28, 2012 and March 31, 2012, and were carried at the expected recovery amount of the related receivables.  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 (income), net in the condensed consolidated statements of operations; such amounts were $1.8 million and $3.5 million for the three-month and six-month periods ended September 28, 2012, respectively, and $3.0 million and $6.3 million for the three-month and six-month periods ended September 30, 2011.

As of September 28, 2012 and March 31, 2012, 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.

For the six-month periods ended September 28, 2012 and September 30, 2011, cash flows from sales of receivables under the ABS Programs consisted of approximately $1.9 billion and $2.4 billion for transfers of receivables, respectively (of which approximately $0.3 billion and $0.2 billion, respectively represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).

The following table summarizes the activity in the deferred purchase price receivables account:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Beginning balance	$	513,907		$	681,348		$	514,895		$	459,994
Transfers of receivables	835,538			1,768,462			1,715,482			2,883,576
Collections	(891,360		)	(1,377,149		)	(1,772,292		)	(2,270,909		)
Ending balance	$	458,085		$	1,072,661		$	458,085		$	1,072,661

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 $181.7 million and $110.5 million as of September 28, 2012 and March 31, 2012, respectively. For the six-month periods ended September 28, 2012 and September 30, 2011, total accounts receivable sold to certain third party banking institutions was approximately $622.3 million and $1.0 billion, respectively. The loss on sales of accounts receivables sold was not material for the three and six month periods ended September 28, 2012 and September 30, 2011.  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 statements of cash flows.

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BUSINESS AND ASSET ACQUISITIONS

6 Months Ended

Sep. 28, 2012

BUSINESS AND ASSET ACQUISITIONS

BUSINESS AND ASSET ACQUISITIONS

10. BUSINESS AND ASSET ACQUISITIONS

Business Acquisitions

During the six-month period ended September 28, 2012, the Company completed three acquisitions that were not individually, nor in the aggregate, significant to the Company’s consolidated financial position, results of operations and cash flows. The total consideration, which was paid in cash for these acquisitions and earn outs related to certain prior period acquisitions amounted to $72.3 million. The total amount of cash acquired from these acquisitions amounted to $80.1 million, resulting in net cash of $7.8 million acquired from these acquisitions during the six-month period ended September 28, 2012. One of the acquired businesses expanded the Company’s capabilities primarily in the medical and defense markets; another acquired business will support the hardware product manufacturing needs of an existing customer in the technology industry; and the other acquired business will expand the Company’s capabilities primarily in the LED design and manufacturing market. The Company primarily acquired cash, inventory and certain other manufacturing assets and recorded goodwill of $68.3 million in connection with these acquisitions.

In connection with one of the acquisitions during the first fiscal quarter of 2013, the Company acquired certain manufacturing assets that were purchased by the acquired company on behalf of an existing customer and will be continued to be used exclusively for the benefit of this customer. These assets are financed by a third party banking institution acting as an agent of the customer under an agreement, the terms of which reset annually.  The Company can settle the obligation related to these assets by returning the respective assets to the customer and will not be required to pay cash by either the customer or the third party banking institution to settle the obligation.  Accordingly, these assets amounting to $224.3 million and the liability amounting to $197.5 million have been included in other current assets and other current liabilities, respectively as of September 28, 2012.  The cash flows relating to the purchase of assets by the Company on behalf of the customer amounting to $59.1 million has been included in other investing cash flows for the six month period ended September 28, 2012.  Net cash inflows amounting to $31.3 million relating to the funding of these assets by the customer has been included as other financing activities cash flows during the six month period ended September 28, 2012.  In conjunction with this acquisition, the Company is amending its current manufacturing services agreement with the customer to include a license agreement for exclusive manufacturing rights and access to certain manufacturing technologies and processes.  In consideration for this license, the Company is obligated to pay the customer $88.0 million representing the estimated fair value of the license.  The obligation will be reduced over the term of the service arrangement as product is manufactured on behalf of the customer, and if a certain minimum number of products are manufactured over the term of the customer arrangement the $88.0 million obligation will be fully satisfied.

The Company continues to evaluate certain assets and liabilities related to business combinations completed during the recent periods. Additional information, which existed as of the acquisition date but at that time was unknown to the Company, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities may result in a corresponding adjustment to goodwill.

The goodwill generated from the Company’s business combinations completed during the six-month period ended September 28, 2012 is primarily related to expected synergies. The goodwill is not deductible for income tax purposes.

The condensed consolidated financial statements include the operating results of each business combination from the date of acquisition. Pro forma results of operations for the acquisitions completed during the six-month period ended September 28, 2012 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$ 160,453	$ 133,949	$ 297,222	$ 271,254
Loss from discontinued operations	(9,906)	(4,069)	(18,203)	(9,399)
Net income	150,547	129,880	279,019	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265,000	722,208,000	670,816,000	734,485,000
Basic earnings from continuing operations per share (in dollars per share)	$ 0.24	$ 0.19	$ 0.44	$ 0.37
Basic loss from discontinued operations per share (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Basic (in dollars per share)	$ 0.23	$ 0.18	$ 0.42	$ 0.36
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	160,453	133,949	297,222	271,254
Loss from discontinued operations	(9,906)	(4,069)	(18,203)	(9,399)
Net income	$ 150,547	$ 129,880	$ 279,019	$ 261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265,000	722,208,000	670,816,000	734,485,000
Weighted-average ordinary shares outstanding equivalents from stock options and awards	11,821,000	8,841,000	12,355,000	10,951,000
Weighted-average ordinary shares and ordinary share equivalents outstanding	678,086,000	731,049,000	683,171,000	745,436,000
Diluted earnings from continuing operations per share (in dollars per share)	$ 0.24	$ 0.18	$ 0.44	$ 0.36
Diluted loss from discontinued operations per share (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Diluted (in dollars per share)	$ 0.22	$ 0.18	$ 0.41	$ 0.35
Ordinary share equivalents from share options excluded from the computation of diluted earnings per share	20,400,000	27,400,000	21,600,000	26,800,000

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SUMMARY OF ACCOUNTING POLICIES (Tables)

6 Months Ended

Sep. 28, 2012

SUMMARY OF ACCOUNTING POLICIES

Schedule of cash and cash equivalents

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Cash and bank balances	$	1,245,634	$	1,174,423
Money market funds and time deposits	315,935		343,906
	$	1,561,569	$	1,518,329

Schedule of components of inventories

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Raw materials	$	1,955,335	$	1,952,358
Work-in-progress	498,034		537,753
Finished goods	668,165		810,680
	$	3,121,534	$	3,300,791

Schedule of goodwill

	Amount
	(In thousands)
Balance, beginning of the year	$	101,670
Acquisitions (1)	68,319
Foreign currency translation adjustments	(379		)
Balance, end of the quarter	$	169,610

(1)The amount is attributable to certain acquisitions that were not individually, nor in the aggregate, significant to the Company. See note 10 to the condensed consolidated financial statements for additional information.

Schedule of components of acquired intangible assets

	As of September 28, 2012							As of March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	243,581	$	(212,307	)	$	31,274	$	243,681	$	(199,238	)	$	44,443
Licenses and other intangibles	110,737		(11,687		)	99,050		22,740		(8,929		)	13,811
Total	$	354,318	$	(223,994	)	$	130,324	$	266,421	$	(208,167	)	$	58,254

Schedule of estimated future annual amortization expense for acquired intangible assets

Fiscal Year Ending March 31,	Total
	(In thousands)
2013 (1)	$	25,793
2014	45,030
2015	48,394
2016	7,809
2017	1,959
Thereafter	1,339
Total amortization expense	$	130,324

(1)       Represents estimated amortization for the six-month period ending March 31, 2013.

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TRADE RECEIVABLES SECURITIZATION (Tables)

6 Months Ended

Sep. 28, 2012

TRADE RECEIVABLES SECURITIZATION

Summary of deferred purchase price receivables

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands)
Beginning balance	$	513,907		$	681,348		$	514,895		$	459,994
Transfers of receivables	835,538			1,768,462			1,715,482			2,883,576
Collections	(891,360		)	(1,377,149		)	(1,772,292		)	(2,270,909		)
Ending balance	$	458,085		$	1,072,661		$	458,085		$	1,072,661

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details 2) (Recurring Basis, USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Mar. 31, 2012
Level 1 | Available for sale investments
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	$ 5,056	$ 5,994
Level 1 | Mutual funds, money market accounts and equity securities
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	3,049	3,411
Level 2 | Money market funds and time deposits
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	315,282	343,906
Level 2 | Foreign exchange forward contracts
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	24,342	20,969
Total Liabilities	(6,930)	(8,105)
Level 2 | Mutual funds, money market accounts and equity securities
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	54,800	54,241
Level 3 | Deferred purchase price receivable
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	458,085	514,895
Level 3 | Warrants to purchase common shares
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	23,000
Total | Money market funds and time deposits
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	315,282	343,906
Total | Deferred purchase price receivable
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	458,085	514,895
Total | Foreign exchange forward contracts
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	24,342	20,969
Total Liabilities	(6,930)	(8,105)
Total | Available for sale investments
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	5,056	5,994
Total | Warrants to purchase common shares
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	23,000
Total | Mutual funds, money market accounts and equity securities
Financial Instruments Measured at Fair Value on a Recurring Basis
Total Assets	$ 57,849	$ 57,652

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Net income	$ 150,547	$ 129,880	$ 279,019	$ 261,855
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	21,135	(35,830)	(10,972)	(35,757)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	22,218	(37,347)	6,103	(44,144)
Comprehensive income	$ 193,900	$ 56,703	$ 274,150	$ 181,954

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EARNINGS PER SHARE

6 Months Ended

Sep. 28, 2012

EARNINGS PER SHARE

EARNINGS PER SHARE

4.  EARNINGS PER SHARE

The following table reflects the basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income from continuing and discontinued operations per share:

	Three-Month Periods Ended						Six-Month Periods Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Basic earnings from continuing operations per share	$	0.24		$	0.19		$	0.44		$	0.37
Basic loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Basic earnings per share	$	0.23		$	0.18		$	0.42		$	0.36
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	160,453		$	133,949		$	297,222		$	271,254
Loss from discontinued operations	$	(9,906	)	$	(4,069	)	$	(18,203	)	$	(9,399	)
Net income	$	150,547		$	129,880		$	279,019		$	261,855
Shares used in computation:
Weighted-average ordinary shares outstanding	666,265			722,208			670,816			734,485
Weighted-average ordinary share equivalents from stock options and awards (1)	11,821			8,841			12,355			10,951
Weighted-average ordinary shares and ordinary share equivalents outstanding	678,086			731,049			683,171			745,436
Diluted earnings from continuing operations per share	$	0.24		$	0.18		$	0.44		$	0.36
Diluted loss from discontinued operations per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Diluted earnings per share	$	0.22		$	0.18		$	0.41		$	0.35

(1)       Ordinary share equivalents from share options to purchase approximately 20.4 million shares and 27.4 million shares outstanding during the three-month periods ended September 28, 2012 and September 30, 2011, respectively, and 21.6 million shares and 26.8 million shares outstanding during the six-month periods ended September 28, 2012 and September 30, 2011, respectively, 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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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Tables)

6 Months Ended

Sep. 28, 2012

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Schedule of assumptions used in the fair value of warrants

	As of September 28, 2012
Remaining life	5.6 years
Volatility	55%
Dividend yield	0%
Risk-free rate	0.75%

Schedule of financial assets and liabilities measured at fair value on a recurring basis

	Fair Value Measurements as of September 28, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	315,935		$	—	$	315,935
Deferred purchase price receivable (Note 8)	—		—			458,085		458,085
Foreign exchange forward contracts (Note 7)	—		24,342			—		24,342
Available for sale investments	5,056		—			—		5,056
Warrants to purchase common shares (Note 2)	—		—			23,000		23,000
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,049		54,800			—		57,849
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(6,930	)	$	—	$	(6,930	)

	Fair Value Measurements as of March 31, 2012
	Level 1		Level 2			Level 3		Total
	(In thousands)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	343,906		$	—	$	343,906
Deferred purchase price receivable (Note 8)	—		—			514,895		514,895
Foreign exchange forward contracts (Note 7)	—		20,969			—		20,969
Available for sale investments	5,994		—			—		5,994
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	3,411		54,241			—		57,652
Liabilities:
Foreign exchange forward contracts (Note 7)	$	—	$	(8,105	)	$	—	$	(8,105	)

Schedule of financial liabilities not carried at fair value

	As of September 28, 2012				As of March 31, 2012
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	1,173,425	$	1,167,599	$	1,179,595	$	1,171,959	Level 1
Term loan dated October 19, 2011	531,250		530,586		487,500		482,625		Level 1
Asia term loans	376,000		374,133		377,000		374,394		Level 2
Revolving credit facility	—		—		140,000		140,000		Level 2
Total	$	2,080,675	$	2,072,318	$	2,184,095	$	2,168,978

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FINANCIAL INSTRUMENTS (Details 2) (Foreign currency contracts, USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Mar. 31, 2012
Other current liabilities | Derivatives designated as hedging instruments
Fair Values of Derivative Instruments
Liability Derivatives	$ 1,563	$ 1,905
Other current liabilities | Derivatives not designated as hedging instruments
Fair Values of Derivative Instruments
Liability Derivatives	5,367	6,200
Other current assets | Derivatives designated as hedging instruments
Fair Values of Derivative Instruments
Asset Derivatives	16,631	10,075
Other current assets | Derivatives not designated as hedging instruments
Fair Values of Derivative Instruments
Asset Derivatives	$ 7,711	$ 10,894

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SUMMARY OF ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 28, 2012

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, 2012 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 and six-month periods ended September 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013.

The first quarter for fiscal 2013 and fiscal 2012 ended on June 29, 2012 and July 1, 2011, respectively. The second quarter for fiscal 2013 and fiscal 2012 ended on September 28, 2012 and September 30, 2011, respectively.  The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

The Company recognized a $23.0 million gain as a component of interest and other expense (income), net in the three-month period ended September 28, 2012 for the cumulative fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  These fully-vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the statements of operations. The gain from changes in fair value recognized in the three-month period ended September 28, 2012 includes an out-of-period adjustment of $12.8 million and the six-month period ended September 28, 2012 includes an out-of-period adjustment of $5.7 million.  Management believes the impact of the error is not material to current or prior fiscal periods.

During the second quarter of fiscal 2013, the Company finalized a plan to sell a non-core business. An agreement was entered into on October 15, 2012, and the sale is expected to close in fiscal 2013.

During the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies, Inc. (“Tessera Technologies”), and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.

In accordance with the accounting guidance, these non-core businesses represent separate asset groups and the divestitures qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

For the six-month period ended September 30, 2011, approximately $902.2 million of proceeds from bank borrowings and repayment of bank borrowings, related to certain short-term facilities, were previously reflected on a gross basis in the condensed consolidated statements of cash flows. These amounts should have been reflected on a net basis in “repayment of bank borrowings, long-term debt and capital lease obligations” and have been corrected in the accompanying condensed consolidated statements of cash flows. The correction had no net impact on total cash used in financing activities.  This error had no impact on current year cash flows.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Cash and bank balances	$	1,245,634	$	1,174,423
Money market funds and time deposits	315,935		343,906
	$	1,561,569	$	1,518,329

Inventories

Inventories

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

	As of		As of
	September 28, 2012		March 31, 2012
	(In thousands)
Raw materials	$	1,955,335	$	1,952,358
Work-in-progress	498,034		537,753
Finished goods	668,165		810,680
	$	3,121,534	$	3,300,791

Other Current and Non-Current Assets

Other Current Assets / Other Assets

Other current assets includes approximately $458.1 million and $514.9 million as of September 28, 2012 and March 31, 2012, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see note 8).  Additionally, as of September 28, 2012, $224.3 million was included in other current assets related to customer specific manufacturing assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.

As discussed further under the basis of presentation and principles of consolidation, the Company recognized a $23.0 million gain for the fair value adjustment of the Company’s warrants to purchase common shares of a supplier.  The fair value of the warrants is included in other assets on the condensed consolidated balance sheet as of September 28, 2012.

Property and Equipment

Property and Equipment

Depreciation expense associated with property and equipment was approximately $98.3 million and $198.2 million for the three-month and six-month periods ended September 28, 2012, respectively, and $101.7 million and $201.0 million for the three-month and six-month periods ended September 30, 2011, respectively.

Goodwill and Other Intangibles

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the six-month period ended September 28, 2012:

	Amount
	(In thousands)
Balance, beginning of the year	$	101,670
Acquisitions (1)	68,319
Foreign currency translation adjustments	(379		)
Balance, end of the quarter	$	169,610

(1)The amount is attributable to certain acquisitions that were not individually, nor in the aggregate, significant to the Company. See note 10 to the condensed consolidated financial statements for additional information.

The components of acquired intangible assets are as follows:

	As of September 28, 2012							As of March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	243,581	$	(212,307	)	$	31,274	$	243,681	$	(199,238	)	$	44,443
Licenses and other intangibles	110,737		(11,687		)	99,050		22,740		(8,929		)	13,811
Total	$	354,318	$	(223,994	)	$	130,324	$	266,421	$	(208,167	)	$	58,254

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended September 28, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a net carrying amount of $10.0 million, which is included in the results from discontinued operations, in connection with the non-core business expected to be divested during fiscal 2013 based on the carrying value of net assets and the expected sale proceeds.  During the first fiscal quarter of 2013, the value of intangible assets increased by $88.0 million relating to a license agreement for exclusive manufacturing rights and certain manufacturing technologies and processes in connection with an acquisition as more fully described in note 10 to the condensed consolidated financial statements.  Total intangible amortization expense was $8.1 million and $15.9 million during the three-month and six-month periods ended September 28, 2012, respectively, of which $0.8 million was recorded in cost of sales during the quarter ended September 28, 2012 in connection with the aforementioned acquisition.  Total intangible amortization expense was $11.5 million and $23.6 million during the three-month and six-month periods ended September 30, 2011, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Total
	(In thousands)
2013 (1)	$	25,793
2014	45,030
2015	48,394
2016	7,809
2017	1,959
Thereafter	1,339
Total amortization expense	$	130,324

(1)       Represents estimated amortization for the six-month period ending March 31, 2013.

Other Current Liabilities

Other Current Liabilities

Other current liabilities include customer working capital advances amounting to $210.8 million and $326.6 million and deferred revenue amounting to $231.1 million and $329.6 million as of September 28, 2012 and March 31, 2012, respectively. Additionally, as of September 28, 2012, $197.5 million was included in other current liabilities related to customer specific assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 10 to the condensed consolidated financial statements.