10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 28, 2013

Or

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

For the transition period from                   to

Commission file number 0-23354

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

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

Registrant’s telephone number, including area code

(65) 6890 7188

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

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

Class	Outstanding at July 29, 2013
Ordinary Shares, No Par Value	612,131,904

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) — June 28, 2013 and March 31, 2013	4
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month Periods Ended June 28, 2013 and June 29, 2012	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month Periods Ended June 28, 2013 and June 29, 2012	6
	Condensed Consolidated Statements of Cash Flows (unaudited) — Three-Month Periods Ended June 28, 2013 and June 29, 2012	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
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 June 28, 2013, and the related condensed consolidated statements of operations, comprehensive income, and cash flows for the three-month periods ended June 28, 2013 and June 29, 2012. 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, 2013, 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 28, 2013, 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, 2013 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

August 1, 2013

3

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	June 28, 2013			March 31, 2013
	(In thousands,
	except share amounts)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,279,574		$	1,587,087
Accounts receivable, net of allowance for doubtful accounts of $6,093 and $10,877 as of June 28, 2013 and March 31, 2013, respectively	2,480,022			2,111,996
Inventories	3,152,397			2,722,500
Other current assets	1,316,475			1,349,818
Total current assets	8,228,468			7,771,401
Property and equipment, net	2,278,266			2,174,588
Goodwill and other intangible assets, net	348,665			343,552
Other assets	313,525			302,014
Total assets	$	11,168,924		$	10,591,555
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	409,860		$	416,654
Accounts payable	4,323,873			3,705,297
Accrued payroll	367,591			351,683
Other current liabilities	1,846,402			1,699,151
Total current liabilities	6,947,726			6,172,785
Long-term debt, net of current portion	1,650,536			1,650,973
Other liabilities	482,054			521,039
Commitments and contingencies (Note 12)
Shareholders’ equity
Ordinary shares, no par value; 667,598,410 and 689,159,139 issued, and 617,359,055 and 638,919,784 outstanding as of June 28, 2013 and March 31, 2013, respectively	7,825,378			8,015,142
Treasury shares, at cost; 50,239,355 shares as of June 28, 2013 and March 31, 2013	(388,215		)	(388,215		)
Accumulated deficit	(5,243,431		)	(5,302,688		)
Accumulated other comprehensive loss	(105,124		)	(77,481		)
Total shareholders’ equity	2,088,608			2,246,758
Total liabilities and shareholders’ equity	$	11,168,924		$	10,591,555

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
	June 28, 2013		June 29, 2012
	(In thousands, except per share amounts)
	(Unaudited)
Net sales	$	5,791,125	$	5,975,995
Cost of sales	5,444,964		5,618,638
Restructuring charges	35,126		—
Gross profit	311,035		357,357
Selling, general and administrative expenses	217,985		190,344
Intangible amortization	8,202		7,809
Restructuring charges	5,634		—
Interest and other expense, net	19,684		10,785
Income from continuing operations before income taxes	59,530		148,419
Provision for income taxes	273		11,650
Income from continuing operations	59,257		136,769
Loss from discontinued operations, net of tax	—		(8,297		)
Net income	$	59,257	$	128,472
Earnings per share:
Income from continuing operations:
Basic	$	0.09	$	0.20
Diluted	$	0.09	$	0.20
Loss from discontinued operations:
Basic	$	—	$	(0.01	)
Diluted	$	—	$	(0.01	)
Net income:
Basic	$	0.09	$	0.19
Diluted	$	0.09	$	0.19
Weighted-average shares used in computing per share amounts:
Basic	626,120		675,366
Diluted	639,899		688,256

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
	June 28, 2013			June 29, 2012
	(In thousands)
	(Unaudited)
Net income	$	59,257		$	128,472
Other comprehensive loss:
Foreign currency translation adjustments, net of zero tax	(17,509		)	(32,107		)
Unrealized loss on derivative instruments and other, net of zero tax	(10,134		)	(16,115		)
Comprehensive income	$	31,614		$	80,250

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

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FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	59,257		$	128,472
Depreciation, amortization and other impairment charges	119,051			111,684
Changes in working capital and other	20,268			(194,558		)
Net cash provided by operating activities	198,576			45,598
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(144,737		)	(117,395		)
Proceeds from the disposition of property and equipment	3,364			12,808
Acquisition of businesses, net of cash acquired	(187,543		)	18,835
Proceeds from divestiture of business, net of cash held in divested business	—			16,472
Other investing activities, net	30,179			(11,834		)
Net cash used in investing activities	(298,737		)	(81,114		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	158			110,018
Repayments of bank borrowings, long-term debt and capital lease obligations	(9,151		)	(120,779		)
Payments for repurchase of ordinary shares	(215,210		)	(134,014		)
Net proceeds from issuance of ordinary shares	10,909			5,776
Other financing activities, net	15,652			(38,480		)
Net cash used in financing activities	(197,642		)	(177,479		)
Effect of exchange rates on cash and cash equivalents	(9,710		)	(20,281		)
Net decrease in cash and cash equivalents	(307,513		)	(233,276		)
Cash and cash equivalents, beginning of period	1,587,087			1,518,329
Cash and cash equivalents, end of period	$	1,279,574		$	1,285,053
Non-cash investing activity:
Accounts payable for fixed assets purchases	$	126,231		$	89,634

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 AND BASIS OF PRESENTATION

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 advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products serving customers 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, and consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets, and printers; Industrial and Emerging Industries (“IEI”), which is comprised of large household appliances, equipment, and our 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, 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.

Basis of Presentation

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, 2013 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended June 28, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014.

The first quarter for fiscal year 2014 and fiscal year 2013 ended on June 28, 2013 and June 29, 2012, respectively.

2.   BALANCE SHEET ITEMS

Inventories

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

	As of		As of
	June 28, 2013		March 31, 2013
	(In thousands)
Raw materials	$	1,946,361	$	1,683,098
Work-in-progress	510,900		421,706
Finished goods	695,136		617,696
	$	3,152,397	$	2,722,500

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the three-month period ended June 28, 2013:

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	Amount
	(In thousands)
Balance, beginning of the year	$	262,005
Additions (1)	2,256
Purchase accounting adjustments	1,724
Balance, end of the quarter	$	265,985

(1)     The goodwill generated from the Company’s business combinations completed during the three-month period ended June 28, 2013 is not significant, and is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies. The goodwill is not deductible for income tax purposes.

The components of acquired intangible assets are as follows:

	As of June 28, 2013							As of March 31, 2013
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	298,711	$	(227,037	)	$	71,674	$	294,310	$	(224,517	)	$	69,793
Licenses and other intangibles	21,040		(10,034		)	11,006		21,040		(9,286		)	11,754
Total	$	319,751	$	(237,071	)	$	82,680	$	315,350	$	(233,803	)	$	81,547

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended June 28, 2013, the Company acquired customer-related intangibles in connection with an acquisition as further discussed under note 11 to the condensed consolidated financial statements. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Total
	(In thousands)
2014 (1)	$	20,509
2015	24,547
2016	19,889
2017	10,847
2018	5,179
Thereafter	1,709
Total amortization expense	$	82,680

(1)       Represents estimated amortization for the remaining nine-month period ending March 31, 2014.

3.  SHARE-BASED COMPENSATION

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

	Three-Month Periods Ended
	June 28, 2013		June 29, 2012
	(In thousands)
Cost of sales	$	1,352	$	1,457
Selling, general and administrative expenses	7,237		8,361
Total stock-based compensation expense	$	8,589	$	9,818

Total unrecognized compensation expense related to share options is $1.5 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 1.7 years. As of June 28, 2013, the number of options outstanding

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and exercisable was 31.4 million and 30.8 million, respectively, at weighted-average exercise prices of $8.69 and $8.72 per share, respectively.

During the three-month period ended June 28, 2013, the Company granted 4.8 million unvested share bonus awards at an average grant date price of $8.34 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.3 million represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions.  The number of shares that ultimately will vest are based on a measurement of the change in the Company’s share price over a certain specified period against the change in both the Standard and Poor’s (“S&P”) 500 Composite Index and an Extended Electronics Manufacturing Systems (“EMS”) Group Index over the same period, 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 4.6 million.  The average grant-date fair value of these awards was estimated to be $9.34 per share and was calculated using a Monte Carlo simulation.  As of June 28, 2013, approximately 20.9 million unvested share bonus awards were outstanding, of which vesting for 5.7 million is contingent on meeting certain market conditions.  The number of shares issued can range from zero to 10.8 million based on the achievement levels of the respective market conditions.

As of June 28, 2013, total unrecognized compensation expense related to unvested share bonus awards is $102.5 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.57 years. Approximately $22.7 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting certain market conditions.

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
	June 28, 2013		June 29, 2012
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Basic earnings from continuing operations per share	$	0.09	$	0.20
Basic loss from discontinued operations per share	$	—	$	(0.01	)
Basic earnings per share	$	0.09	$	0.19
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Weighted-average ordinary share equivalents from stock options and awards (1)	13,779		12,890
Weighted-average ordinary shares and ordinary share equivalents outstanding	639,899		688,256
Diluted earnings from continuing operations per share	$	0.09	$	0.20
Diluted loss from discontinued operations per share	$	—	$	(0.01	)
Diluted earnings per share	$	0.09	$	0.19

(1)Options to purchase ordinary shares of 19.2 million and 23.4 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively, and share bonus awards of 2.5 million and 6.6 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.

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5. INTEREST AND OTHER EXPENSE, NET

During the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized interest expense of $20.2 million and $15.8 million, respectively, on its debt obligations outstanding during the period.  The weighted average interest rates for the Company’s long-term debt were 3.5% and 2.4% for the three month periods ended June 28, 2013 and June 29, 2012, respectively.

During the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized interest income of $3.3 million and $7.0 million, respectively.

During each of the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized gains on foreign exchange transactions of $4.7 million.

The Company had warrants to purchase common shares of a certain supplier, which were exercised and the underlying shares were sold for total proceeds of $67.3 million resulting in a loss of $7.1 million during the three-month period ended June 28, 2013. Further, the Company recognized a gain related to changes in the fair value of contingent considerations in connection with certain immaterial historical acquisitions.

6.  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 June 28, 2013, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $4.1 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	3,257,900	—	$	529,998	$	—
EUR	9,345	11,182	12,154		14,961
HUF	12,438,000	—	54,603		—
ILS	24,400	—	6,707		—
MXN	1,692,900	—	128,531		—
MYR	271,700	—	84,800		—
SGD	40,250	—	31,587		—
Other	N/A	N/A	61,881		—
			910,261		14,961
Other Forward/Swap Contracts
BRL	113,500	73,500	51,874		33,592
CAD	110,256	126,644	105,564		121,281
CNY	1,605,223	4,900	260,725		797
EUR	535,510	612,755	697,845		797,023
GBP	32,857	57,351	50,317		87,728
HUF	14,272,300	15,997,600	62,656		70,230
JPY	8,472,067	5,145,773	86,546		52,538
MXN	1,339,160	844,290	101,674		64,102
MYR	189,515	35,630	59,149		11,120
SEK	581,969	754,807	86,808		112,181
SGD	35,511	10,039	27,867		7,878
Other	N/A	N/A	149,230		66,843
			1,740,255		1,425,313
Total Notional Contract Value in USD			$	2,650,516	$	1,440,274

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

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expense, 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 June 28, 2013 and March 31, 2013, the Company also has included net deferred losses and gains, 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 losses and gains were not material, and the deferred losses as of June 28, 2013 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, 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 Location	June 28, 2013		March 31, 2013		Balance Sheet Location	June 28, 2013		March 31, 2013
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	5,946	$	11,032	Other current liabilities	$	11,407	$	3,999
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	9,261	$	16,531	Other current liabilities	$	14,981	$	11,291

As of June 28, 2013, the Company did not have any master netting arrangements.  The asset and liability balances presented in the table above reflect the gross amounts of derivatives in the condensed consolidated balance sheets.  Accordingly, there are no offsetting amounts that net assets against liabilities.

7. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, during the three-month period ended June 28, 2013 are as follows:

	Unrealized loss on derivative instruments and other		Foreign currency translation adjustments		Total
	(In thousands)
Beginning balance	$	18,857	$	58,624	$	77,481
Other comprehensive loss before reclassifications	6,245		17,509		23,754
Net gains reclassified from accumulated other comprehensive loss	3,889		—		3,889
Net current-period other comprehensive loss	10,134		17,509		27,643
Ending balance	$	28,991	$	76,133	$	105,124

Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month period ended June 28, 2013, was recognized as a component of cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges.

8.  TRADE RECEIVABLES SECURITIZATION

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

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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 periods ended June 28, 2013 and June 29, 2012 were not material and are included in interest and other expense, net within the condensed consolidated statements of operations.  As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

As of June 28, 2013, 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 $591.2 million and deferred purchase price receivables of approximately $420.9 million.  As of March 31, 2013, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.9 million and deferred purchase price receivables of approximately $412.4 million.  The deferred purchase price receivables are included in other current assets as of June 28, 2013 and March 31, 2013, 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, net in the condensed consolidated statements of operations; such amounts were $1.4 million and $1.8 million for the three-month periods ended June 28, 2013 and June 29, 2012, respectively.

As of June 28, 2013 and March 31, 2013, 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 three-month periods ended June 28, 2013 and June 29, 2012, cash flows from sales of receivables under the ABS Programs consisted of approximately $0.9 billion and $1.0 billion for transfers of receivables, respectively (of which approximately $0.1 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers for both periods).

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

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	412,357		$	514,895
Transfers of receivables	882,918			879,944
Collections	(874,388		)	(880,932		)
Ending balance	$	420,887		$	513,907

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 $216.4 million and $163.6 million as of June 28, 2013 and March 31, 2013, respectively. For the three-month periods ended June 28, 2013 and June 29, 2012, total accounts receivable sold to certain third party banking institutions was approximately $268.7 million and $367.8 million, respectively. The loss on sales of accounts receivables sold was not material for the three-month periods ended June 28, 2013 and June 29, 2012 and recorded in interest and other expense, net in the condensed consolidated statements of operations.  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,

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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 for the most part 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.

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) such as cash and cash equivalents and money market funds; 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 has accrued for certain contingent consideration in connection with its business acquisitions, which is measured at fair value based on internal models and inputs primarily consisting of revenue and certain operating results targets.  Changes to these inputs will result in insignificant increases in the fair value of these contingent considerations, or reducing the fair value to zero.  The following table summarizes the activities related to contingent consideration:

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	25,000		$	1,151
Additions to accrual	—			5,000
Payments	—			(207		)
Fair value adjustments	(6,000		)	—
Ending balance	$	19,000		$	5,944

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 to the condensed consolidated financial statements for a reconciliation of the change in the deferred purchase price receivable during the three-month periods ended June 28, 2013 and June 29, 2012.

There were no transfers between levels in the fair value hierarchy during the three-month periods ended June 28, 2013 and June 29, 2012.

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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 June 28, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	618,278		$	—		$	618,278
Deferred purchase price receivable (Note 8)	—		—			420,887			420,887
Foreign exchange forward contracts (Note 6)	—		15,207			—			15,207
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	7,058		41,357			—			48,415
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(26,388	)	$	—		$	(26,388	)
Contingent consideration in connection with business acquisitions	—		—			(19,000		)	(19,000		)

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	497,390		$	—		$	497,390
Deferred purchase price receivable (Note 8)	—		—			412,357			412,357
Foreign exchange forward contracts (Note 6)	—		27,563			—			27,563
Warrants to purchase common shares	—		—			74,437			74,437
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	6,931		40,972			—			47,903
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(15,290	)	$	—		$	(15,290	)
Contingent consideration in connection with business acquisitions	—		—			(25,000		)	(25,000		)

Assets Measured at Fair Value on a Nonrecurring Basis

The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis, and are as follows:

	Fair Value Measurements as of June 28, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	28,554	$	—	$	28,554

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	11,089	$	—	$	11,089
Property and equipment	—		25,331		—		25,331

Assets held for sale

Assets held for sale are recorded at the lesser of the carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs).  During the quarter ended June 28, 2013, the Company recognized an additional $1.9 million in fair value adjustments to machinery and equipment previously impaired in its restructuring activities during fiscal year 2013 and classified these assets as held for sale as of June 28, 2013.  The assets held for sale as of June 28, 2013 primarily represent manufacturing facilities that have been closed as part of the Company’s facility consolidations and the related manufacturing assets.

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Property and equipment

Property and equipment includes the carrying value of certain assets that were impaired during the fiscal year ended March 31, 2013 as a result of the Company’s restructuring activities as further discussed in note 10 to the condensed consolidated financial statements.

There were no transfers between levels in the fair value hierarchy for these long-lived assets during the three-month periods ended June 28, 2013 and June 29, 2012.

Other financial instruments

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

	As of June 28, 2013				As of March 31, 2013
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	170,340	$	169,088	$	170,340	$	170,496	Level 1
Term loan dated October 19, 2011	510,625		509,042		517,500		518,794		Level 1
4.625% Notes dated February 20, 2013 (due 2020)	500,000		487,500		500,000		507,190		Level 1
5.000% Notes dated February 20, 2013 (due 2023)	500,000		489,700		500,000		500,000		Level 1
Asia term loans	374,500		371,749		375,000		375,343		Level 2
Total	$	2,055,465	$	2,027,079	$	2,062,840	$	2,071,823

The term loans and Notes are valued based on broker trading prices in active markets, except for the Asia term loans.

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.

10. RESTRUCTURING CHARGES

The Company initiated certain restructuring activities intended to improve its operational efficiencies by reducing excess workforce and capacity during fiscal year 2013. These restructuring activities extended through the quarter ended June 28, 2013. Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans.

During the three-month period ended June 28, 2013, the Company recognized restructuring charges of approximately $40.8 million, of which $32.2 million was associated with the terminations of 5,106 identified employees. The identified employee terminations by reportable geographic region amounted to approximately 3,947, 1,105 and 54 for Asia, the Americas and Europe, respectively. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and are to be disposed of, and other exit related costs due to facility closures or rationalizations.  Of the total restructuring charges, $1.9 million were non-cash charges related to the impairment of long-lived assets, and were classified as a component of cost of sales.

The components of the restructuring charges by geographic region during the three-month period ended June 28, 2013 were as follows:

	Americas		Asia		Europe		Total
	(In thousands)
Severance	$	11,331	$	16,205	$	4,631	$	32,167
Long-lived asset impairment	—		1,900		—		1,900
Other exit costs	2,248		3,157		1,288		6,693
Total restructuring charges	$	13,579	$	21,262	$	5,919	$	40,760

The majority of severance costs were classified as a component of cost of sales.

During the three-month period ended June 28, 2013, the Company recognized approximately $6.7 million of other exit costs, which was primarily comprised of $3.8 million related to personnel costs and $2.9 million of contractual obligations that resulted from facility closures. The majority of these costs were classified as a component of cost of sales.

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The following table summarizes the provisions, respective payments, and remaining accrued balance as of June 28, 2013 for charges incurred in fiscal year 2014 and prior periods:

				Long-Lived			Other
	Severance			Asset Impairment			Exit Costs			Total
	(In thousands)
Balance as of March 31, 2013	$	83,689		$	—		$	14,211		$	97,900
Provision for charges incurred in first quarter of fiscal year 2014	32,167			1,900			6,693			40,760
Cash payments for charges incurred in fiscal year 2014 and 2013	(21,523		)				(2,872		)	(24,395		)
Cash payments for charges incurred in fiscal year 2010 and prior	(236		)				(1,164		)	(1,400		)
Non-cash charges incurred in fiscal year 2014	—			(1,900		)	—			(1,900		)
Balance as of June 28, 2013	94,097			—			16,868			110,965
Less: current portion (classified as other current liabilities)	90,304			—			10,929			101,233
Accrued restructuring costs, net of current portion (classified as other liabilities)	$	3,793		$	—		$	5,939		$	9,732

11. BUSINESS AND ASSET ACQUISITIONS

On April 16, 2013, the Company completed the acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC.  The Company also entered into a manufacturing and services agreement with Motorola Mobility LLC for mobile devices in conjunction with this acquisition.  The cash consideration for this acquisition amounted to $178.9 million. The Company primarily acquired inventory of approximately $98.0 million, property and equipment of $48.0 million, and other assets in the amount of $32.9 million.  As of June 28, 2013, the valuation of assets and liabilities is preliminary, subject to the finalization of valuations of certain acquired assets and liabilities and further management review.  This acquisition expanded the Company’s relationship with Google’s Motorola Mobility and its capabilities in the mobile devices market. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition, April 16, 2013, and was less than 10% of the total Company revenue for the three-month period ended June 28, 2013.  Operating results of the acquired operations during the three-month period ended June 28, 2013 were not significant to the condensed consolidated financial results of the Company.  Estimated pro-forma revenue relating to this business for the three-month period ended June 29, 2012 amounted to $937.2 million and operating results for the same period were insignificant.

Additionally, during the three-month period ended June 28, 2013, the Company completed another acquisition for $9.5 million that was not significant to the Company’s consolidated financial position, results of operations and cash flows.  This business expanded the Company’s capabilities primarily in manufacturing operations for plastic parts and components.  The Company acquired primarily property and equipment in connection with this acquisition.  The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition.  Pro-forma results of operations for this acquisition have not been presented because the effects of the acquisition were insignificant to the Company’s financial results.

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, 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.

12.  COMMITMENTS AND CONTINGENCIES

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.

13.  SHARE REPURCHASES

During the first quarter of fiscal year 2014, the Company repurchased approximately 29.0 million shares for an aggregate purchase value of approximately $209.3 million, including repurchases made prior to the quarter end but not paid until after June 28, 2013, and retired all of these shares.  As of June 28, 2013, approximately 6.3 million shares were available to be repurchased under this plan.

The Company’s Board of Directors, on July 24, 2013, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was subsequently approved by the Company’s shareholders at the Extraordinary General Meeting held on July 29, 2013. Share repurchases by the Company under the share repurchase plan are subject to an aggregate limit of 10% of the

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Company’s ordinary shares outstanding as of the date of shareholder approval.  The Company is authorized to repurchase up to a maximum of 61.2 million shares under this plan.

14.  DISCONTINUED OPERATIONS

During fiscal year 2013, the Company finalized the sale of two non-core businesses.  In accordance with the accounting guidance, these non-core businesses qualified as discontinued operations, and accordingly, the Company reported the results of operations of these businesses in discontinued operations within the condensed consolidated statements of operations for all periods presented as applicable.

The results from discontinued operations for the three-month period ended June 29, 2012 were as follows (amounts in thousands):

	Amount
Net sales	$	16,246
Cost of sales	19,890
Gross loss	(3,644		)
Selling, general and administrative expenses	1,169
Intangibles amortization	1,031
Interest and other expense, net	3,426
Loss before income taxes	(9,270		)
Benefit from income taxes	(973		)
Net loss of discontinued operations	$	(8,297	)

Interest and other expense, net include the loss on sale of the businesses amounting to $4.7 million.  The Company did not have any divestitures during the three-month period ended June 28, 2013.

All assets relating to the discontinued operations were sold as of March 31, 2013.

15.  SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

During fiscal year 2013, Flextronics International Ltd. (“Parent”) issued two tranches of Notes of $500 million each, which mature on February 15, 2020 and February 15, 2023, respectively, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. These notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company’s 100% owned subsidiaries (the “guarantor subsidiaries”). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to Flextronics or a subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company’s Term Loan Agreement and the Revolving Line of Credit; 3) defeasance or discharge of the Notes, as provided in the Notes indenture; or 4) if at any time the notes are rated investment grade.

In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company’s non-guarantor subsidiaries.

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Condensed Consolidating Balance Sheets as of June 28, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	523,012	$	75,344		$	681,218	$	—		$	1,279,574
Accounts receivable	—		988,963			1,491,059		—			2,480,022
Inventories	—		1,241,660			1,910,737		—			3,152,397
Inter company receivable	4,858,212		4,358,710			7,416,890		(16,633,812		)	—
Other current assets	1,716		178,098			1,136,661		—			1,316,475
Total current assets	5,382,940		6,842,775			12,636,565		(16,633,812		)	8,228,468
Property and equipment, net	—		420,297			1,857,969		—			2,278,266
Goodwill and other intangible assets, net	1,000		40,429			307,236		—			348,665
Other assets	2,517,332		100,394			4,522,607		(6,826,808		)	313,525
Investment in subsidiaries	4,120,259		(828,257		)	16,670,729		(19,962,731		)	—
Total assets	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	409,562	$	281		$	17	$	—		$	409,860
Accounts payable	—		1,158,555			3,165,318		—			4,323,873
Accrued payroll	—		99,567			268,024		—			367,591
Inter company payable	5,332,815		6,819,803			4,481,194		(16,633,812		)	—
Other current liabilities	39,505		511,098			1,295,799		—			1,846,402
Total current liabilities	5,781,882		8,589,304			9,210,352		(16,633,812		)	6,947,726
Long term liabilities	4,151,041		2,108,943			2,699,414		(6,826,808		)	2,132,590
Shareholders’ equity	2,088,608		(4,122,609		)	24,085,340		(19,962,731		)	2,088,608
Total liabilities and shareholders’ equity	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924

Condensed Consolidating Balance Sheets as of March 31, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	740,515	$	82,900		$	763,672	$	—		$	1,587,087
Accounts receivable	—		458,617			1,653,379		—			2,111,996
Inventories	—		1,063,627			1,658,873		—			2,722,500
Inter company receivable	4,440,955		4,726,673			6,490,274		(15,657,902		)	—
Other current assets	6,182		178,585			1,165,051		—			1,349,818
Total current assets	5,187,652		6,510,402			11,731,249		(15,657,902		)	7,771,401
Property and equipment, net	—		328,621			1,845,967		—			2,174,588
Goodwill and other intangible assets, net	1,075		40,626			301,851		—			343,552
Other assets	2,498,080		105,136			4,902,815		(7,204,017		)	302,014
Investment in subsidiaries	4,127,384		(963,437		)	16,920,679		(20,084,626		)	—
Total assets	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	416,594	$	60		$	—	$	—		$	416,654
Accounts payable	—		1,077,723			2,627,574		—			3,705,297
Accrued payroll	—		86,073			265,610		—			351,683
Inter company payable	4,963,615		6,093,606			4,600,681		(15,657,902		)	—
Other current liabilities	32,440		424,599			1,242,112		—			1,699,151
Total current liabilities	5,412,649		7,682,061			8,735,977		(15,657,902		)	6,172,785
Long term liabilities	4,154,784		2,488,279			2,732,966		(7,204,017		)	2,172,012
Shareholders’ equity	2,246,758		(4,148,992		)	24,233,618		(20,084,626		)	2,246,758
Total liabilities and shareholders’ equity	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555

Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,484,434		$	4,595,431		$	(2,288,740	)	$	5,791,125
Cost of sales	—			3,140,642			4,593,062			(2,288,740		)	5,444,964
Restructuring charges	—			195			34,931			—			35,126
Gross profit (loss)	—			343,597			(32,562		)	—			311,035
Selling, general and administrative expenses	—			48,823			169,162			—			217,985
Intangible amortization	75			1,081			7,046			—			8,202
Restructuring charges	800			2,401			2,433			—			5,634
Interest and other expense (income), net	(49,280		)	267,202			(198,238		)	—			19,684
Income (loss) from continuing operations before income taxes	48,405			24,090			(12,965		)	—			59,530
Provision for (benefit from) income taxes	10			1,251			(988		)	—			273
Equity in earnings in subsidiaries	10,862			(12,781		)	2,772			(853		)	—
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257

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Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,697,061		$	4,457,530		$	(2,178,596	)	$	5,975,995
Cost of sales	—			3,339,946			4,457,288			(2,178,596		)	5,618,638
Gross profit	—			357,115			242			—			357,357
Selling, general and administrative expenses	—			44,569			145,775			—			190,344
Intangible amortization	75			2,268			5,466						7,809
Interest and other expense (income), net	(14,308		)	62,016			(36,923		)	—			10,785
Income (loss) from continuing operations before income taxes	14,233			248,262			(114,076		)	—			148,419
Provision for income taxes	—			1,427			10,223			—			11,650
Equity in earnings in subsidiaries	114,239			(51,380		)	168,754			(231,613		)	—
Income (loss) from continuing operations	128,472			195,455			44,455			(231,613		)	136,769
Loss from discontinued operations, net of tax	—			—			(8,297		)	—			(8,297		)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(17,509		)	(4,092		)	(27,281		)	31,373			(17,509		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134		)	332			(10,135		)	9,803			(10,134		)
Comprehensive income (loss)	$	31,614		$	6,298		$	(46,621	)	$	40,323		$	31,614

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(32,107		)	(10,748		)	8,620			2,128			(32,107		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(16,115		)	(6,758		)	(16,115		)	22,873			(16,115		)
Comprehensive income (loss)	$	80,250		$	177,949		$	28,663		$	(206,612	)	$	80,250

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	51,963		$	(568,028	)	$	713,609		$	1,032		198,576
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(105,657		)	(35,165		)	(551		)	(141,373		)
Acquisition of businesses, net of cash acquired	—			(1,026		)	(186,517		)	—			(187,543		)
Investing cash flows from (to) affiliates	(438,186		)	354,871			(589,921		)	673,236			—
Other investing activities	—			890			29,289			—			30,179
Net cash provided by (used in) investing activities	(438,186		)	249,078			(782,314		)	672,685			(298,737		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	—			133			25			—			158
Repayments of bank borrowings and long-term debt	(8,636		)	(414		)	(101		)	—			(9,151		)
Payments for repurchases of ordinary shares	(215,210		)	—			—			—			(215,210		)
Proceeds from exercise of stock options	10,909			—			—			—			10,909
Financing cash flows from (to) affiliates	371,446			311,306			(9,035		)	(673,717		)	—
Other financing activities	—			—			15,652			—			15,652
Net cash provided by (used in) financing activities	158,509			311,025			6,541			(673,717		)	(197,642		)
Effect of exchange rates on cash	10,211			369			(20,290		)	—			(9,710		)
Net change in cash and cash equivalents	(217,503		)	(7,556		)	(82,454		)	—			(307,513		)
Cash and cash equivalents, beginning of year	740,515			82,900			763,672			—			1,587,087
Cash and cash equivalents, end of year	$	523,012		$	75,344		$	681,218		$	—		$	1,279,574

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Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(21,836	)	$	180,111		$	(120,766	)	$	8,089		$	45,598
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(3,633		)	(100,750		)	(204		)	(104,587		)
Acquisition of businesses, net of cash acquired	—			(21,183		)	40,018			—			18,835
Proceeds from divestitures of operations, net	—			—			16,472			—			16,472
Investing cash flows from (to) affiliates	470,351			802,459			384,358			(1,657,168		)	—
Other investing activities	—			12			(11,846		)	—			(11,834		)
Net cash provided by (used in) investing activities	470,351			777,655			328,252			(1,657,372		)	(81,114		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	110,000			—			18			—			110,018
Repayments of bank borrowings and long-term debt	(119,085		)	(1,289		)	(405		)	—			(120,779		)
Payments for repurchases of ordinary shares	(134,014		)	—			—			—			(134,014		)
Proceeds from exercise of stock options	5,776			—			—			—			5,776
Financing cash flows from (to) affiliates	(265,347		)	(954,109		)	(429,827		)	1,649,283			—
Other financing activities	—			—			(38,480		)	—			(38,480		)
Net cash provided by (used in) financing activities	(402,670		)	(955,398		)	(468,694		)	1,649,283			(177,479		)
Effect of exchange rates on cash	(43,379		)	(2,991		)	26,089			—			(20,281		)
Net change in cash and cash equivalents	2,466			(623		)	(235,119		)	—			(233,276		)
Cash and cash equivalents, beginning of year	649,252			47,865			821,212			—			1,518,329
Cash and cash equivalents, end of year	$	651,718		$	47,242		$	586,093		$	—		$	1,285,053

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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, 2013. 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 supply chain solutions provider, offering advanced design, manufacturing and logistics and after-sales services to OEMs of a broad range of electronics products for customers 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, and consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets and printers; Industrial and Emerging Industries (“IEI”), which is comprised of large household appliances, equipment, and our emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses.

Our strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain services through which we can design, build, ship and service a complete packaged product for our OEM customers. This enables our OEM customers to leverage our services to meet their product requirements throughout the entire product life cycle.

We use a portfolio management approach to manage our extensive service offerings. As our OEM customers change the way they go to market, we reorganize and rebalance our business portfolio in order to align with our customers’ needs and requirements and to optimize our operating results. Over the past few years, we have experienced a shift in revenue towards our more complex and higher margin business groups (HRS, IEI, and INS) from our low margin and high volume HVS business group. Although our acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC during the quarter is expected to increase the percentage of our revenues from the HVS market in fiscal year 2014 and beyond, we do not expect the percentage of revenues from our HVS business to approach the historical levels of concentration from prior fiscal years. The objective of our operating model is to allow us to redeploy and reposition our assets and resources to meet specific customer needs across all of the markets we serve, and we have been able to successfully reposition HVS assets and capacity to serve our customers in other business groups as required which illustrates the overall flexibility of our model.

During fiscal year 2013, we launched multiple programs broadly across our portfolio of services, and, in some instances, we deployed certain new technologies.  We expect that these new programs will 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 during fiscal year 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 from these programs.

We are one of the world’s largest providers of global supply chain solutions, with revenues of $5.8 billion during the three-month period ended June 28, 2013 and $23.6 billion in fiscal year 2013.  As of June 28, 2013, our total manufacturing capacity was approximately 28.4 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 and the relative percentages:

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	Three-Month Periods Ended
Net sales:	June 28, 2013				June 29, 2012
	(In thousands)
China	$	2,135,041	37	%	$	1,918,663	32	%
Mexico	877,473		15	%	926,148		16	%
U.S	640,786		11	%	639,530		11	%
Malaysia	535,620		9	%	686,667		11	%
Brazil	330,594		6	%	268,096		4	%
Other	1,271,611		22	%	1,536,891		26	%
	$	5,791,125			$	5,975,995

	As of				As of
Property and equipment, net:	June 28, 2013				March 31, 2013
	(In thousands)
China	$	977,397	43	%	$	855,032	39	%
U.S	356,893		16	%	245,590		11	%
Mexico	288,082		13	%	286,026		13	%
Malaysia	139,811		6	%	152,594		7	%
Hungary	112,394		5	%	113,173		5	%
Other	403,689		17	%	522,173		25	%
	$	2,278,266			$	2,174,588

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

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 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;

·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.

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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, 2013, 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 2013 Annual Report on Form 10-K.

	Three-Month Periods Ended
	June 28, 2013		June 29, 2012
Net sales	100.0	%	100.0	%
Cost of sales	94.0		94.0
Restructuring charges	0.6		—
Gross profit	5.4		6.0
Selling, general and administrative expenses	3.8		3.2
Intangible amortization	0.1		0.1
Restructuring charges	0.1		—
Interest and other expense, net	0.3		0.2
Income from continuing operations before income taxes	1.1		2.5
Provision for income taxes	—		0.2
Income from continuing operations	1.1		2.3
Loss from discontinued operations, net of tax	—		(0.1	)
Net income	1.1	%	2.2	%

Net sales

The following table sets forth net sales by market:

	Three-Month Periods Ended
Market:	June 28, 2013				June 29, 2012
	(In thousands)
Integrated Network Solutions	$	2,532,287	44	%	$	2,780,057	47	%
High Velocity Solutions	1,546,342		27	%	1,549,439		26	%
Industrial & Emerging Industries	906,227		16	%	976,617		16	%
High Reliability Solutions	806,269		13	%	669,882		11	%
	$	5,791,125			$	5,975,995

Net sales during the three-month period ended June 28, 2013 totaled $5.8 billion, representing a decrease of approximately $0.2 billion, or 3.1%, from $6.0 billion during the three-month period ended June 29, 2012. The decline in net sales was primarily as a result of broad softness in our telecom related business. Net sales decreased by $0.2 billion in Europe, and remained consistent in Asia and the Americas.

Our ten largest customers during the three-month periods ended June 28, 2013 and June 29, 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 periods ended June 28, 2013 and June 29, 2012, respectively.

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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 and 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 for these programs often improves over time as manufacturing volumes increase, as our utilization rates and overhead absorption improve, and as we increase the level of 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 June 28, 2013 decreased $46.4 million to $311.0 million, or 5.4% of net sales from $357.4 million, or 6.0% of net sales, during the three-month period ended June 29, 2012. Gross margins deteriorated 60 basis points in the three-month period ended June 28, 2013 compared to that of the three-month period ended June 29, 2012 due to the restructuring charges amounting to $35.1 million, or 60 basis points, included in cost of sales in the first quarter of fiscal year 2014.

Restructuring charges

In response to a challenging macroeconomic environment, we initiated certain restructuring activities during fiscal 2013 intended to improve our operational efficiencies by reducing excess workforce and capacity.  The restructuring activities are targeted at rationalizing our global manufacturing capacity and infrastructure and will result in a further shift of manufacturing capacity to locations with higher efficiencies.  During the three-month period ended June 28, 2013, we recognized $40.8 million of pre-tax restructuring charges, of which $1.9 million were non-cash charges related to asset impairment charges.  The restructuring charges by geographic region amounted to approximately $21.3 million in Asia, $13.6 million in the Americas and $5.9 million in Europe.  We expect these restructuring activities will allow for potential savings through reduced employee expenses and lower operating costs and to generate approximately $40.0 million of cost savings per quarter commencing in the fourth quarter of fiscal 2014.  As of June 28, 2013, accrued costs related to restructuring charges incurred but not paid were approximately $111.0 million, of which $101.2 million was classified as a current obligation. We currently do not expect additional restructuring charges in fiscal year 2014.

Refer to note 10 to the condensed consolidated financial statements for further discussion of our restructuring activities.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) amounted to $218.0 million, or 3.8% of net sales, during the three-month period ended June 28, 2013, increasing $27.7 million from $190.3 million, or 3.2% of net sales, during the three-month period ended June 29, 2012. The increase in SG&A in dollars and as a percentage of net sales for the three-month period ended June 28, 2013 was primarily due to increasing costs relating to acquisitions, innovation for our supply chain solution technologies, enhancement of our selling and business development activities and incremental corporate infrastructure to support the increasing complexities of our business.

Intangible amortization

Amortization of intangible assets increased by $0.4 million during the three-month period ended June 28, 2013 to $8.2 million from $7.8 million for the three-month period ended June 29, 2012. The increase during the period was primarily due to additional expense on intangible assets recognized in connection with our acquisitions during the 2013 fiscal year, offset by less expense on intangible assets that became fully amortized or were sold during fiscal year 2013.

Interest and other expense, net

Interest and other expense, net was $19.7 million during the three-month period ended June 28, 2013 compared to $10.8 million during the three-month period ended June 29, 2012, resulting in an increase of $8.9 million. During the quarter ended June 28, 2013 we recognized a $7.1 million loss on the sale of common shares of a certain supplier. Further, our net interest costs increased by $6.6 million during the same period primarily as a result of incremental interest expense from our refinancing of $1.0 billion of our lower rate floating term loans with higher fixed rate subordinated notes due in 2020 and 2023. The increase in expense was partially offset by $6.0 million of income as a result of the fair value adjustment of contingent considerations relating to certain insignificant historical business acquisitions.

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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, 2013 for further discussion.

Our policy is to provide a reserve against deferred tax assets in our estimation that are not more likely than not to be realized.

The consolidated effective tax rate was 0.5% and 7.8% for three-month periods ended June 28, 2013 and June 29, 2012, 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, 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 year 2014 effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions.  The effective tax rate for the three-month period ended June 28, 2013 is lower than the effective rate for the three-month period ended June 29, 2012 primarily as a result of a net decrease in liabilities for uncertain tax positions of $8.6 million (primarily driven by a tax audit settlement during the current quarter), which is recorded on a discrete basis in the quarter in which circumstances change and indicate an adjustment to income tax assets or liabilities is required.

LIQUIDITY AND CAPITAL RESOURCES

As of June 28, 2013, we had cash and cash equivalents of approximately $1.3 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 June 28, 2013, we were in compliance with the covenants under each of our existing credit facilities and indenture.

Cash provided by operating activities was $198.6 million during the three-month period ended June 28, 2013. This resulted primarily from $59.3 million of net income for the period as adjusted to exclude approximately $119.1 million of net non-cash expenses for depreciation, amortization and other impairment charges, and $20.3 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
	June 28, 2013	March 31, 2013	December 31, 2012	September 28, 2012	June 29, 2012
Days in trade accounts receivable	43 days	46 days	42 days	44 days	47 days
Days in inventory	49 days	50 days	47 days	49 days	52 days
Days in accounts payable	67 days	70 days	65 days	66 days	69 days
Cash conversion cycle	25 days	26 days	24 days	27 days	30 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 June 28, 2013, days in trade accounts receivable decreased by 4 days to 43 days compared to the three-month period ended June 29, 2012 primarily due to the timing of invoicing and customer collections.  Non-cash accounts receivable sales, or deferred purchase price receivables included in the calculation of days in trade receivables were $420.9 million, $412.4 million, $462.0 million, $458.1 million and $513.9 million for the quarters ended June 28, 2013, March 31, 2013, December 31, 2012, September 28, 2012, and June 29, 2012, 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 June 28, 2013 decreased by 3 days to 49 days, compared to the three-month period ended June 29, 2012.  The decrease was primarily as a result of our acquisition of certain manufacturing facilities from Google’s Motorola Mobility during the three months ended June 28, 2013 which is included in our HVS business.  HVS generally carry higher inventory turns than the overall company average.

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 June 28, 2013, days in accounts payable decreased

26

by 2 days to 67 days compared to the three-month period ended June 29, 2012 primarily due to reduced average accounts payable balances in the current quarter as a result of timing of 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 June 28, 2013, our cash conversion cycle decreased by 5 days to 25 days compared to the three-month period ended June 29, 2012, due to the factors for each of the components in the calculation discussed above.

Cash used by investing activities amounted to $298.7 million during the three-month period ended June 28, 2013.  This resulted primarily from the payment of $187.5 million towards the acquisition of two businesses completed during the three-month period ended June 28, 2013, $141.4 million in net capital expenditures for property and equipment and $37.1 million relating to purchases of other investments and customer specific assets.  These were partially offset by proceeds of $67.3 million from our sale of shares in a certain supplier.

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 an inflow of $57.2 million for the three-month period ended June 28, 2013 compared to an outflow of $59.0 million for the three-month period ended June 29, 2012. Free cash flow is not a measure of liquidity under generally accepted accounting principles in the United States, and may not be defined and calculated by other companies in the same manner. Free cash flow should not be considered in isolation or as an alternative to net cash provided by operating activities.  Free cash flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Net cash provided by operating activities	$	198,576		$	45,598
Purchases of property and equipment	(144,737		)	(117,395		)
Proceeds from the disposition of property and equipment	3,364			12,808
Free cash flow	$	57,203		$	(58,989	)

Cash used in financing activities was $197.6 million during the three-month period ended June 28, 2013, which was primarily the result of cash paid of $215.2 million related to the repurchase of our ordinary shares and net repayments of debt of $9.0 million, partially off-set by the funding used to finance customer specific assets amounting to $15.7 million.

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. 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 June 28, 2013 and March 31, 2013, approximately half 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 $457.7 million as of March 31, 2013). 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.

27

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 three-month period ended June 28, 2013 we improved our cash flow from operations further by $87.1 million through increasing the amount of trade receivables sold for cash.

During the first quarter of fiscal year 2014, we repurchased 29.0 million of the Company’s shares, and retired all of these shares. As of June 28, 2013, approximately 6.3 million of the authorized shares were remaining to be repurchased under the current plan.

Our Board of Directors, on July 24, 2013, authorized the repurchase of up to 10% of our outstanding ordinary shares which was subsequently approved by our shareholders at the Extraordinary General Meeting held on July 29, 2013. Share repurchases under the share repurchase plan are subject to an aggregate limit of 10% of our ordinary shares outstanding as of the date of the shareholder approval.  We are authorized to repurchase up to a maximum of 61.2 million shares under this plan.

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, 2013.  There have been no material changes in our contractual obligations and commitments since March 31, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

We sell designated pools of trade receivables to unaffiliated financial institutions under our ABS programs, and in addition to cash, we receive a deferred purchase price receivable for each pool of the receivables sold. Each of these deferred purchase price receivables serves as additional credit support to the financial institutions and is recorded at its estimated fair value. As of June 28, 2013 and March 31, 2013, the fair value of our deferred purchase price receivable was approximately $420.9 million and $412.4 million, respectively. As of June 28, 2013 and March 31, 2013, the outstanding balance on receivables sold for cash was $807.6 million and $720.5 million, respectively, under all our accounts receivable sales programs, which are not included in our condensed consolidated balance sheets. For further information see note 8 of our notes 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 three-month period ended June 28, 2013 as compared to the fiscal year ended March 31, 2013.

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 June 28, 2013, 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 June 28, 2013, such disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our first quarter of fiscal year 2014 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, 2013, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially adversely affect our business, financial condition and/or operating results.

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

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our ordinary shares made by us for the period from April 1, 2013 through June 28, 2013:

				Total Number of Shares	Approximate Dollar Value
	Total Number			Purchased as Part of	of Shares that May Yet
	of Shares	Average Price		Publicly Announced	Be Purchased Under the
Period	Purchased (1)	Paid per Share		Plans or Programs (2)	Plans or Programs (2)
April 1 - May 3, 2013	11,807,844	$	6.76	11,807,844	$	158,964,422
May 4 - May 31, 2013	6,972,196	$	7.32	6,972,196	$	121,042,751
June 1 - June 28, 2013	10,236,745	$	7.66	10,236,745	$	48,332,785
Total	29,016,785			29,016,785

(1) During the period from April 1, 2013 through June 28, 2013, all purchases were made pursuant to the program discussed below in open market transactions.  All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

(2)On September 13, 2012, our Board of Directors 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.  As of June 28, 2013, we had 6.3 million shares available to be repurchased under the plan with an approximate dollar value of $48.3 million at an average price of $7.66 per share.

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.

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SIGNATURES

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

	FLEXTRONICS INTERNATIONAL LTD.
	(Registrant)
	/s/ Michael M. McNamara
	Michael M. McNamara
	Chief Executive Officer
	(Principal Executive Officer)
Date: August 1, 2013
	/s/ Christopher Collier
	Christopher Collier
	Chief Financial Officer
	(Principal Financial Officer)
Date: August 1, 2013

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EXHIBIT INDEX

Exhibit No.	Exhibit
10.01	Form of Performance-Based Restricted Stock Unit Award (S&P500/Extended EMS Group)
10.02	Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)
10.03	Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)
10.04	Separation Agreement between Mr. Paul Read and Flextronics International USA, Inc., effective as of June 12, 2013
15.01	Letter in lieu of consent of Deloitte & Touche LLP.
31.01	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.02	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

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EX-10.01

EXHIBIT 10.01

No. «GrantID»

FLEXTRONICS INTERNATIONAL LTD.
2010 EQUITY INCENTIVE PLAN

FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT

Performance Award Based on S&P500/Extended EMS Group

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

PRIMARY INFORMATION
Participant:	«First» «Last»,
Target Shares:	«Target Shares»
Maximum Shares:	«Max Shares» (at 200% of Target)
Date of Grant:	«Grant Date»

Performance Criteria:	Vesting is based on (i) with respect to 60% of the Target Shares, the Company’s relative Total Shareholder Return (TSR) versus the S&P 500 Index and (ii) with respect to 40% of the Target Shares, the percentile ranking of the Company’s performance versus the Extended EMS Group.
Payout Table:	Payouts can range from 0 – 200% of the Target Shares based on the achievement levels set forth in the charts below:

60% of the Target Shares based on:

Company TSR as a percentage of the S&P 500 Index Average TSR		Awards Earned as a % of the Target
Maximum	At or Above 200% of S&P	200	%
	At or Above 150% of S&P	150	%
Target Shares	At or Above 100% of S&P	100	%
	At or Above 75% of S&P	75	%
Threshold	At or Above 50% of S&P	50	%
	Below 50% of S&P	0	%

40% of the Target Shares based on:

		Awards Earned as a % of the Target
Company Percentile Ranking vs. Extended EMS Group		Company TSR is Positive		Company TSR is Negative
Maximum	At or Above 75th Percentile	200	%	100	%
	At or Above 62.5th Percentile	150	%	100	%
Target Shares	At or Above 50th Percentile	100	%	100	%
Threshold	At or Above 37.5th Percentile	50	%	50	%

2

Below 37.5th Percentile 0 % 0 %

Performance Period: Vesting is contingent on achieving the Performance Criteria at the 3rd year anniversary of              20    , as set forth more specifically in the definition of “Measurement Period” below. 100% of the Maximum Shares are available for vesting based on achievement of the Performance Criteria on the 3rd anniversary.

DEFINITIONS AND ADDITIONAL INFORMATION

S&P 500 Index:	The S&P 500 Index is a capitalization-weighted index operated by Standard and Poor’s and used as a “Leading Indicator” of United States economy. The Index trades with the ticker symbol of $SPX or ^GSPC.
Extended EMS Group	The Extended EMS Group includes: Benchmark Electronics Inc., Celestica Inc., Jabil Circuit Inc., Plexus Corp., Sanmina Corp., Hon Hai Precision Ind. Co., Ltd., Compal Electronics, Inc., Inventec Corporation, Pegatron Corp., Quanta Computer Inc., Wistron Corp., Avnet, Inc., Arrow Electronics, Inc., Ingram Micro Inc., Tech Data Corp. and TTM Technologies Inc.
Total Shareholder Return:	Total Shareholder Return (TSR) is used to represent the cumulative return of an investment and includes both the change in the stock price as well as Dividend Value from a specified start and ending period. The formula for the calculation is as follows:
	TSR = (Price End - Price Begin + Dividend Value) / Price Begin
Payout Calculation:	The Payout Calculation is determined as follows: (i)with respect to 60% of the Target Shares, by comparing the Company’s Total Shareholder Return with respect to the S&P 500 Index;

3

	The formula for this calculation is as follows: ((Company TSR% - S&P TSR%) / abs(S&P TSR%)) + 100% (ii)with respect to 40% of the Target Shares, by calculating the Total Shareholder Return of every company within the Extended EMS Group and determining the percentile rank of the Company’s Total Shareholder Return as compared to the Extended EMS Group (that is, the number of members of the Extended EMS Group with Total Shareholder Returns at or below the Total Shareholder Return of the Company).
	The formula for this calculation is as follows: (B + .5E)/N * 100 Where B = Number of EMS Group TSRs below Company TSR E = Number of TSRs Equal to Company TSR N = 17 (the number of members of the EMS Group + the Company)
Payout Interpolation:	If the minimum payout is not reached, then the shares will be forfeited. If performance payouts are reached, shares will be rewarded on an interpolated basis between 50% and 200% of the Target Shares per the Payout Tables above (or 50% to 100% for payouts under the Company percentile ranking if Total Shareholder Return is negative). Fractional percentiles and percentage points will be rounded to nearest % point and fractional shares awarded will be rounded down the nearest whole share.
90-Day Trading Average for Measuring Performance:	To avoid the effects of short-term price fluctuations, a 90-Day Trading Average will be used for measuring the Performance Criteria, and will be calculated using a basic average of the Company’s, the S&P 500 Index’s and the Extended EMS Group’s Closing Prices on the previous 90 trading days prior to the end of the Measurement Period.
	90-Day Trading Average = (Sum of Prior 90 day Closing Prices) / 90

4

Measurement Period:	The Measurement Period used to calculate the TSR will start on           , 20     and end on         , 20      .
Vesting / Release Date:	If the Performance Criteria is met, shares will vest or be released on the next business day following the end of the Measurement Period. Applicable tax withholding and reporting will be contingent on the Closing Price of the Company’s Ordinary Shares on the Release Date.
Closing Price Methodology:	Only the Daily Closing Price will be used to determine Total Shareholder Return values as reported by the Wall Street Journal or any other reputable financial services information provider.
Dividend Value and Stock Splits:	Dividends will be assumed reinvested at the Closing Price on the Payout Date and all calculations will be adjusted for Stock Splits.
EXAMPLES
Assumptions:

The examples below assume that 90,000 Target Shares / 180,000 Maximum Shares are awarded and that the Company’s and the S&P Index 90-Day Trading Averages are $7.00 and $1,000 respectively on         , 20      .

Maximum Target:

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

5

Payout Calculation for S&P 500 TSR Comparison:	((50% - 20%) / 20%) + 100% = 250%
Percentile Rank:	79th Percentile [Company TSR is greater than the TSRs of 13 EMS Group Members]
Target Awarded:	S&P 500 Comparison Payout: 250% is above the 200% Maximum Target so Maximum Payout of 200% for 60% of the Target Shares, or 108,000 shares is achieved Percentile Ranking Payout: 79th Percentile is above the 75th Maximum Target and Company TSR is positive so Maximum Payout of 200% for 40% of the Target Shares, or 72,000 shares is achieved Total Payout = 180,000 shares

Interpolated Target:

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

Payout Calculation for S&P 500 TSR Comparison: ((-25% + 30%) / 30%) +100% = 117%

6

Percentile Rank:

44th Percentile [Company TSR is greater than the TSRs of 7 EMS Group Members]

Target Awarded:

S&P 500 Comparison Payout: 117% is above the Minimum and below the Maximum Targets so an interpolated Payout of 117% of 60% of the Target Shares, or 63,180 shares is achieved Percentile Ranking Payout: 44th Percentile is above the Minimum and below the Maximum Targets, Company TSR is negative and below the 50th Percentile so an interpolated payout of 76% for 40% of the target shares, or 27,360 shares is achieved Total Payout = 90,540 shares

Forfeited:

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

Payout Calculation for S&P 500 TSR Comparison:	((9.3% - 20%) / 20%) +100% = 47%
Percentile Rank:	32nd Percentile [Company TSR is greater than the TSRs of 5 EMS Group Members]
Target Awarded:	S&P 500 Comparison Payout: 47% is below the 50% Minimum Target so no Payout is achieved

7

Percentile Ranking Payout:

32nd Percentile is below the 37.5 Percentile Minimum Target so no Payout is achieved

Total Payout = 0 shares

1. Grant of RSU Award.

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

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

(b) Termination of Service. The RSU Award, all of the Company’s obligations and the Participant’s rights under this Agreement, shall terminate on the earlier of the Participant’s Termination Date (as defined in the Plan) or the date when all the Shares that are subject to the RSU Award have been allotted and issued, or forfeited in the case of any portion of the RSU Award that fails to vest; provided, however, that if the Participant has a Termination of Service due to Retirement, then (i) the RSU Award and all rights and obligations hereunder will not terminate and (ii) a pro-rata number of vested Shares shall be issued to the Participant upon the vesting of the RSU Award pursuant to the Performance Criteria, with the number of Shares that vest determined by multiplying the full number of Shares subject to the RSU Award by a fraction, which shall be (x) the number of complete months of continuous service as an Employee from the grant date of the RSU Award to the date of Retirement, divided by (y) the number of months from the grant date to the vesting date; provided, further, that if within twelve months of Retirement, the Participant violates the terms of a non-disclosure agreement with, or other confidentiality obligation owed to, the Company or any Parent, Subsidiary or Affiliate, then the RSU Award and all of the Company’s obligations and the Participant’s rights under this Agreement shall terminate.

For purposes of this Agreement, “Retirement” shall mean the Participant’s voluntary Termination of Service after the Participant has attained the age of sixty (60) years and completed at least ten (10) years of service as an Employee of the Company or any Parent, Subsidiary or Affiliate.

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

8

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

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

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

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

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

2. Delivery.

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

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

3. Compliance with Laws and Regulations. The issuance and transfer of the Shares to the Participant shall be subject to and conditioned upon compliance by the Company and the Participant with all applicable requirements of any share exchange or automated quotation system on which the Company’s Ordinary Shares may be listed at the time of such issuance or transfer. The Participant understands that the Company is under no obligation to register or qualify the Shares with the U.S. Securities and Exchange Commission, any state, local or foreign securities commission or any share exchange to effect such compliance.

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

9

5. Stop-Transfer Orders.

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

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

6. Taxes and Disposition of Shares.

6.1 Tax Obligations.

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

(b) Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award.

(c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable

10

withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Vested Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

(C) subject to Section 1.1(b), in the event of the Participant’s Termination of Service (whether or not in breach of local labor laws), the Participant’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date of Termination of Service and; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of this RSU Award.

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

9. Data Privacy.

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

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

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

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participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Participant understands, however, that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

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

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

12. Notices. Any notice required to be given or delivered to the Company shall be in writing and addressed to the Vice President of Finance of the Company at its corporate offices at 6201 America Center Drive, San Jose, CA 95002. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address indicated on the signature page hereto or to such other address as the Participant may designate in writing from time to time to the Company. All notices shall be deemed effectively given upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), one (1) business day after its deposit with any return receipt express courier (prepaid), or one (1) business day after transmission by facsimile.

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

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

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

16. Exhibit A. Notwithstanding any provision in this Agreement to the contrary, the RSU Award shall be subject to any special terms and provisions as set forth in Exhibit A to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Exhibit A constitutes part of this Agreement.

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

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

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

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

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

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FLEXTRONICS INTERNATIONAL LTD. 2010 EQUITY INCENTIVE PLAN

EXHIBIT A TO THE
RESTRICTED SHARE UNIT AWARD AGREEMENT
FOR NON-U.S. PARTICIPANTS

Terms and Conditions

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

Notifications

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

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

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

AUSTRIA

Notifications

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

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

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

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

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

BRAZIL

Notifications

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

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

CANADA

Terms and Conditions

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

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

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

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

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

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

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

Notifications

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

CHINA

Terms and Conditions

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

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

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

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

CZECH REPUBLIC

Notifications

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

DENMARK

Notifications

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

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

In addition, if the Participant opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, the Participant is also required to inform the Danish Tax Administration about this account. To do so, the Participant must also file a Form K (Erklaering K) with the Danish Tax

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Administration. The Form K must be signed both by the Participant and by the applicable broker or bank where the account is held. By signing the Form K, the broker/bank undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the account. By signing the Form K, the Participant authorizes the Danish Tax Administration to examine the account. A sample of Form K can be found at the following website: www.skat.dk.

FINLAND

There are no country specific provisions.

FRANCE

Term and Conditions

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

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

GERMANY

Notifications

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

HONG KONG

Terms and Conditions

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

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distributed to any other person. If the Participant is in any doubt about any of the contents of the Agreement, including this Exhibit A, or the Plan, the Participant should obtain independent professional advice.

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

Notifications

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

HUNGARY

There are no country specific provisions.

INDIA

Notifications

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

IRELAND

Notifications

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

ISRAEL

There are no country specific provisions.

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ITALY

Terms and Conditions

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

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

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

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

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

Plan Document Acknowledgement. The Participant acknowledges that the Participant has read and specifically and expressly approves the following sections of the Agreement: Section 1: Grant of RSU Award; Section 2: Delivery; Section 3: Compliance with Laws and Regulations; Section 4: Rights as Shareholder; Section 5: Stop-Transfer Orders; Section 6: Taxes and Disposition of Shares; Section 7: Nature of Grant; Section 8: No advice Regarding Grant; Section 11: Governing Law; Venue; Section 15: Electronic Delivery; Section 16: Exhibit A; Section 18: Imposition of Other Requirements; and the Data Privacy section of this Exhibit A.

Notifications

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

JAPAN

There are no country specific provisions.

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KOREA

Notifications

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

MALAYSIA

Notifications

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

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

MEXICO

Terms and Conditions

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

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

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

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

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

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

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

Spanish Translation

Condiciones y duración

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

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

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

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

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

A-10

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

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

NETHERLANDS

Notifications

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

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

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

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

NORWAY

There are no country specific provisions.

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POLAND

Terms and Conditions

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

ROMANIA

Notifications

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

SINGAPORE

Notifications

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

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

SLOVAK REPUBLIC

There are no country specific provisions.

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SOUTH AFRICA

Terms and Conditions

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

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

Notifications

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

SWEDEN

There are no country specific provisions.

SWITZERLAND

Notifications

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

TAIWAN

Notifications

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

TURKEY

Notifications

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

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UNITED KINGDOM

Terms and Conditions

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

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

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and Tax-Related Items are not collected from or paid by Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and National Insurance Contributions at any time thereafter by any of the means referred to in Section 6.1 Agreement, although the Participant acknowledges that he/she ultimately will be responsible for reporting any income tax or National Insurance Contributions due on this additional benefit directly to the HMRC under the self-assessment regime.

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

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

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EX-10.02

EXHIBIT 10.02

FLEXTRONICS INTERNATIONAL USA, INC.

2010 DEFERRED COMPENSATION PLAN

Award Agreement (performance targets, cliff vesting)

Award Amounts

I am pleased to inform you that Flextronics International USA, Inc. (the “Company”) has, pursuant to the Flextronics International USA, Inc. 2010 Deferred Compensation Plan (the “Plan”), awarded you an incentive bonus (an “Incentive Bonus”) of $                         (the “201  Incentive Bonus”) in return for services to be rendered in the future as an employee of the Company.  This Award Agreement, together with the Plan and the applicable Deferral Agreement, set forth the terms and conditions of your 201  Incentive Bonus.  Unless the context indicates otherwise, capitalized terms used in this Award Agreement have the meanings given to them in the Plan.

Before July 1st of each calendar year after 201   , the Company will make a determination, in its sole discretion, of the amount of your Incentive Bonus, if any, with respect to the year ending on such July 1st. Such determination will be made initially by the chief executive officer of Flextronics International Limited (the “CEO”) and is subject to approval by the Committee. The Company will notify you of such determination as soon as practicable following such determination. Subject to the Company’s discretion to increase, decrease, or eliminate your Incentive Bonus for any or no reason, you may earn an Incentive Bonus of up to fifteen percent (15%) of your annual base salary as in effect on such July 1st. Your Incentive Bonus, if any, will be deemed to be earned on such July 1st.

In each year following 201    , you will be eligible to receive an additional Incentive Bonus only if “target” has been achieved for .the Company’s most recent fiscal year.  The Committee will determine in its sole discretion the measurement of “target” and whether it is achieved for any fiscal year.

Credits of Awards to Deferral Account

Your Incentive Bonus is not vested when earned and will not be paid currently to you.  Instead, the amount of the Incentive Bonus will be credited to your Deferral Account as soon as practicable following the date it is deemed to be earned.  Each year’s Incentive Bonus (if any) will be credited to a separate subaccount of your Deferral Account (an “Incentive Bonus Deferral Subaccount”).  The value of an Incentive Bonus Deferral Subaccount will thereupon be subject to adjustment for hypothetical investment gains and losses, as described below.

Vesting

Except as otherwise described below or as otherwise provided for in the Plan, each Incentive Bonus Deferral Subaccount will become one hundred percent (100%) vested on the fourth anniversary of the date that the Incentive Bonus is credited to your Incentive Bonus

Deferral Subaccount.  Prior to such fourth anniversary, your Incentive Bonus Deferral Subaccount will be unvested and subject to forfeiture as described below.

Except as provided below, if your employment with the Company is terminated for any reason, any unvested portion of an Incentive Bonus Deferral Subaccount (as determined at the end of the day of your termination) will be forfeited for no consideration.

Any unvested Bonus Deferral Subaccount will become one hundred percent (100%) vested upon an Involuntary Separation from Service that occurs within two (2) years following a Change in Control; provided, however, that your Incentive Bonus Deferral Subaccount will not vest earlier than thirteen months from the date that the related Incentive Bonus is credited to your Incentive Bonus Deferral Subaccount.

Deferral Agreements and Payout of Your Vested Account Balance

You are required to elect a payment schedule for your Incentive Bonus Deferral Subaccount for your 201  Incentive Bonus (your “201  Incentive Bonus Deferral Subaccount”) in accordance with the Deferral Agreement that accompanies this Award Agreement.  You must submit the signed Deferral Agreement for your 201  Incentive Bonus to the Company no later than                     , 201 .

The distribution of the vested portion of your 201  Incentive Bonus Deferral Subaccount, if any, will be made in accordance with the terms of your Deferral Agreement.  In the event that you do not timely submit a Deferral Agreement, or if such Deferral Agreement is otherwise invalid, the vested portion of your 201  Incentive Bonus Deferral Subaccount, if any, to which such invalid Deferral Agreement relates will be payable to you on the date that is six (6) months after your Separation from Service, or, if earlier, upon the date of your death if you die within six (6) months after your Separation from Service.

You may, at the Company’s sole discretion, be permitted to elect to re-defer an Incentive Bonus Deferral Subaccount at any time that is at least twelve (12) months before the Incentive Bonus Deferral Subaccount is payable.  With respect to a payment other than payments in the event of death, Disability, or Unforeseeable Emergency, any such re-deferral election must be for a period of at least five (5) years after the Incentive Bonus Deferral Subaccount was otherwise payable.

Deemed Investment of Deferral Subaccounts

The unvested portion of each Incentive Bonus Deferral Subaccount will be held in an unvested subaccount that will be invested in Hypothetical Investments at the Company’s direction, or, in the sole discretion of the Company, you may be allowed to direct the investment of your Incentive Bonus Deferral Subaccount; provided, however, that the Company may restrict or limit in any manner the Hypothetical Investments available to you.

Upon vesting, your Incentive Bonus Deferral Subaccount will be held in a vested subaccount that will be deemed invested in Hypothetical Investments at your direction.

2

The value of your Incentive Bonus Deferral Subaccounts will depend upon the performance of the Hypothetical Investments in which it is deemed to be invested.  Your Incentive Bonus Deferral Subaccount will be increased by hypothetical gains, and reduced by hypothetical losses, that result from the Hypothetical Investments in which the Incentive Bonus Deferral Subaccount is deemed to be invested.

Any portion of your Incentive Bonus Deferral Subaccount for which you have not made a valid Hypothetical Investment election shall be deemed to be invested in a default Hypothetical Investment that the Company will designate and which may be changed at the discretion of the Company from time to time.

FICA Taxes

The Company may debit your Deferral Account for any taxes due with respect to an Incentive Bonus Deferral Subaccount at the time that such taxes are required to be withheld.  Generally, FICA (social security and Medicare) taxes will be withheld with respect to an Incentive Bonus Deferral Subaccount at the time of vesting.

Account Balance Reachable by Company Creditors

You understand and acknowledge that your Deferral Account, including your Incentive Bonus Deferral Subaccounts, will be reachable by the Company’s general creditors upon the insolvency of the Company.  You also understand and acknowledge that, except as provided in the Plan, you are not entitled to accelerate distributions from the Plan.

Other Agreements

Your Incentive Bonus is in addition to any rights that you have under any other agreement with the Company.  Your Incentive Bonus will not be deemed to be salary or other compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company for the benefit of its employees. This Award Agreement is subject in its entirety to the terms of the Plan and any applicable Deferral Agreements.

If a future change in law would, in the judgment of the Committee or Plan Administrator, likely accelerate taxation to you of amounts that would be credited to your Deferral Account under the Plan, the Company will attempt to amend the Plan to satisfy the requirements of the change in law and, unless and until such an amendment is made, the Company will cease to credit Incentive Bonuses to your account established under the Deferred Compensation Plan.  The parties intend that the awards issued under this Award Agreement and the Plan comply with the requirements of Section 409A of the Code, and this Award Agreement and the Plan (insofar as it relates to this Award Agreement) shall be administered and interpreted in accordance with such intent.

3

Your Incentive Bonus does not give you any right to be retained by the Company, and does not affect the right of the Company to dismiss you.  The Company may withhold from any payment under the Plan any amount that is required to withhold pursuant to applicable law.

Enclosed are:

(1)Flextronics International USA, Inc. 2010 Deferred Compensation Plan; and,

(2)Summary of the 2010 Deferred Compensation Plan.

By signing below, you represent that you have read and understand these documents and have had adequate opportunity to ask any questions about the documents.  You understand that although the Company has attempted to structure a plan to accomplish the tax results discussed in the documents, the Company cannot warrant that the tax effect on you will be as expected.  You also understand that the Company and its representatives are not attempting to give you tax advice.  We strongly advise you to seek any tax advice from your own tax adviser.

If any provision of this agreement is determined to be unenforceable, the remaining provisions shall nonetheless be given effect.  This agreement shall be construed in accordance with the laws of the State of California without regard to conflict of law rules.

Sincerely,

4

FLEXTRONICS INTERNATIONAL USA, INC.
By:
	[name]
	[title]
Accepted and agreed on this          day of                   , 201 .
[Name]

5

EX-10.03

EXHIBIT 10.03

FLEXTRONICS INTERNATIONAL USA, INC.

2010 DEFERRED COMPENSATION PLAN

Award Agreement (non-performance, periodic vesting, continuing Participant)

Award Amount

I am pleased to inform you that Flextronics International USA, Inc. (the “Company”) has, pursuant to the Flextronics International USA, Inc. 2010 Deferred Compensation Plan (the “Plan”), awarded you an incentive bonus of $                         (the “Incentive Bonus”) in return for services to be rendered in the future as an employee of the Company.  This Award Agreement, together with the Plan and the applicable Deferral Agreement, set forth the terms and conditions of your Incentive Bonus.  Unless the context indicates otherwise, capitalized terms used in this Award Agreement have the meanings given to them in the Plan.

Credit of Award to Deferral Account

Your Incentive Bonus is not vested when earned and will not be paid currently to you.  Instead, on the date of this letter (or as soon thereafter as is practicable), a subaccount of your Deferral Account (your “Incentive Bonus Deferral Subaccount”) will be credited with the amount of your Incentive Bonus.  The value of your Incentive Bonus Deferral Subaccount will thereupon be subject to adjustment for hypothetical investment gains and losses, as described below.

Vesting

Except as otherwise described below or as otherwise provided for in the Plan, your Incentive Bonus Deferral Subaccount will vest as follows:

·One-fourth (1/4th) of your Incentive Bonus Deferral Subaccount will vest on the first (1st) anniversary of the thirtieth day (30th) after your Incentive Bonus was credited to your Incentive Bonus Deferral Subaccount,

·One-third (1/3rd) of the remaining unvested Incentive Bonus Deferral Subaccount will vest on the second (2nd) anniversary of the date that your Incentive Bonus was credited to your Incentive Bonus Deferral Subaccount,

·One-half (1/2) of the remaining unvested Incentive Bonus Deferral Subaccount will vest on the third (3rd) anniversary of the date that your Incentive Bonus was credited to your Incentive Bonus Deferral Subaccount, and,

·One hundred percent (100%) of the remaining Incentive Bonus Deferral Subaccount will vest on the fourth (4th) anniversary of the date that your Incentive Bonus was credited to your Incentive Bonus Deferral Subaccount.

Your Incentive Bonus Deferral Subaccount will become one hundred percent (100%) vested upon an Involuntary Separation from Service that occurs within two (2) years following a Change in Control; provided, however, that your Incentive Bonus Deferral Subaccount will not vest earlier than                   , 201 .

Except as provided above, if your employment with the Company is terminated for any reason, any unvested portion of your Incentive Bonus Deferral Subaccount (as determined at the end of the day of your termination) will be forfeited for no consideration.

Deferral Agreement and Payout of Your Vested Account Balance

You are required to elect a payment schedule for your Incentive Bonus Deferral Subaccount in accordance with the Deferral Agreement that accompanies this Award Agreement.  You must submit the signed Deferral Agreement for your Incentive Bonus to the Company no later than                 , 201 .

The distribution of the vested portion of your Incentive Bonus Deferral Subaccount, if any, will be made in accordance with the terms of your Deferral Agreement.  In the event that you do not timely submit a Deferral Agreement, or if such Deferral Agreement is otherwise invalid, the vested portion of your Incentive Bonus Deferral Subaccount, if any, to which such invalid Deferral Agreement relates will be payable to you on the date that is six (6) months after your Separation from Service, or, if earlier, upon the date of your death if you die within six (6) months after your Separation from Service.

You may, at the Company’s sole discretion, be permitted to elect to re-defer your Incentive Bonus Deferral Subaccount at any time that is at least twelve (12) months before the Incentive Bonus Deferral Subaccount is payable.  With respect to a payment other than a payment in the event of death, Disability, or Unforeseeable Emergency, any such re-deferral election must be for a period of at least five (5) years after the Incentive Bonus Deferral Subaccount was otherwise payable.

Deemed Investment of Deferral Subaccounts

The unvested portion of your Incentive Bonus Deferral Subaccount will be held in an unvested subaccount that will be invested in Hypothetical Investments at the Company’s direction, or, in the sole discretion of the Company, you may be allowed to direct the investment of your Incentive Bonus Deferral Subaccount; provided, however, that the Company may restrict or limit in any manner the Hypothetical Investments available to you.

Upon vesting, your Incentive Bonus Deferral Subaccount will be held in a vested subaccount that will be deemed invested in Hypothetical Investments at your direction.

The value of your Incentive Bonus Deferral Subaccount will depend upon the performance of the Hypothetical Investments in which it is deemed to be invested.  Your Incentive Bonus Deferral Subaccount will be increased by hypothetical gains, and reduced by hypothetical losses, that result from the Hypothetical Investments in which the Incentive Bonus Deferral Subaccount is deemed to be invested.

Any portion of your Incentive Bonus Deferral Subaccount for which you have not made a valid Hypothetical Investment election shall be deemed to be invested in a default Hypothetical

2

Investment that the Company will designate and which may be changed at the discretion of the Company from time to time.

FICA Taxes

The Company may debit your Deferral Account for any taxes due with respect to the Incentive Bonus Deferral Subaccount at the time that such taxes are required to be withheld.  Generally, FICA (social security and Medicare) taxes will be withheld with respect to the Incentive Bonus Deferral Subaccount at the time of vesting.

Account Balance Reachable by Company Creditors

You understand and acknowledge that your Deferral Account, including your Incentive Bonus Deferral Subaccount, will be reachable by the Company’s general creditors upon the insolvency of the Company.  You also understand and acknowledge that, except as provided in the Plan, you are not entitled to accelerate distributions from the Plan.

Other Agreements

Your Incentive Bonus is in addition to any rights that you have under any other agreement with the Company.  Your Incentive Bonus will not be deemed to be salary or other compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company for the benefit of its employees. This Award Agreement is subject in its entirety to the terms of the Plan and any applicable Deferral Agreements.

If a future change in law would, in the judgment of the Committee or Plan Administrator, likely accelerate taxation to you of amounts that would be credited to your Deferral Account under the Plan, the Company will attempt to amend the Plan to satisfy the requirements of the change in law and, unless and until such an amendment is made, the Company will cease to credit Incentive Bonuses to your account established under the Deferred Compensation Plan.  The parties intend that the awards issued under this Award Agreement and the Plan comply with the requirements of Section 409A of the Code, and this Award Agreement and the Plan (insofar as it relates to this Award Agreement) shall be administered and interpreted in accordance with such intent.

The award to you of the Incentive Bonus does not give you any right to be retained by the Company, and does not affect the right of the Company to dismiss you.  The Company may withhold from any payment under the Plan any amount that is required to withhold pursuant to applicable law.

Enclosed are:

·Flextronics International USA, Inc. 2010 Deferred Compensation Plan; and,

·Summary of the 2010 Deferred Compensation Plan.

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By signing below, you represent that you have read and understand these documents and have had adequate opportunity to ask any questions about the documents.  You understand that although the Company has attempted to structure a plan to accomplish the tax results discussed in the documents, the Company cannot warrant that the tax effect on you will be as expected.  You also understand that the Company and its representatives are not attempting to give you tax advice.  We strongly advise you to seek any tax advice from your own tax adviser.

If any provision of this agreement is determined to be unenforceable, the remaining provisions shall nonetheless be given effect.  This agreement shall be construed in accordance with the laws of the State of California without regard to conflict of law rules.

Sincerely,

FLEXTRONICS INTERNATIONAL USA, INC.
By:
	[name]
	[title]
Accepted and agreed on this          day of                   , .
[Name]

4

EX-10.04

EXHIBIT 10.04

SEPARATION AGREEMENT

This Separation Agreement is entered into between Flextronics International USA, Inc., together with its parent company, Flextronics International Ltd., and any predecessor, successor, or affiliated companies (collectively, the “Company”) and Paul Read (“Read”). In consideration of the mutual promises set forth below, the Company and Read have agreed as follows:

1.SEPARATION.

a.Date of Separation.  Read’s employment relationship with the Company will end on July 5, 2013 (the “Separation Date”).

b.Termination Prior to Separation Date.  While employed with the Company, Read will not engage in misconduct and will comply with Company policy, the provisions of this Separation Agreement, and the provisions of any other written agreements between Read and the Company. If Read violates Company policy, the provisions of this Separation Agreement, or the provisions of any other written agreement with the Company, the Company may terminate Read’s employment immediately provided the Company shall afford Read a period of five (5) business days after providing Read written notice detailing a violation to cure such violation.  In the event that Read’s employment is terminated pursuant to Section 1(b), or based on Read’s resignation of his position prior to the Separation Date, Read would then only be entitled to compensation for accrued and/or vested compensation and benefits up to the date of termination and would not be entitled to the severance compensation, bonus, and lump sum in lieu of Company paid COBRA coverage as set forth in Section 2 of this Separation Agreement.

c.Compensation Upon Rejection of Agreement or Early Separation.  In accordance with its standard practices, whether or not Read agrees to this Separation Agreement, on the earlier of either the actual date of the termination of his employment with the Company or the Separation Date, the Company will issue a payment to Read in a gross amount, less applicable taxes and withholdings, to compensate him for any accrued and vested compensation and/or accrued but unused PTO to which he is entitled as of that date.

d.Within thirty (30) days following the Separation Date, Read will submit his final documented expense reimbursement statement reflecting all unreimbursed business expenses incurred through the Separation Date, if any, for which he seeks reimbursement.  The Company will reimburse his properly documented expenses pursuant to the Company’s policy and regular business practice.

2.SEVERANCE. Provided Read complies with his obligations under this Separation Agreement and remains employed with the Company through the Separation Date, and diligently continues to carry out transition duties as may be requested by the Company, the Company will:

INITIALS: PR

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a.On July 5, 2013, issue a payment to Read in a gross amount equal to $465,000.00 (Four Hundred and Sixty-Five Thousand Dollars) minus applicable taxes and withholdings (the “First Severance Payment”);

b.On or about January 5, 2014, issue a payment to Read in the gross amount of $232,500.00 (Two Hundred and Thirty Two Thousand Five Hundred Dollars) minus applicable taxes and withholdings (the “Second Severance Payment”);

c.On or about July 5, 2014, issue a payment to Read in a gross amount equal to $232,500 (Two Hundred and Thirty Two Thousand Dollars Five Hundred) minus applicable taxes and withholdings (the “Third Severance Payment”);

d.Read will be paid the quarterly bonus minus applicable taxes and withholdings for the FY2013Q4 (January-March 2013) and the Year End payout of Fiscal Year 2013 based on the actual results of the Flextronics Corporate Standard Plan.

1.FY2013Q4 Bonus to be paid in the second calendar quarter of 2013 but not later than June 15, 2013, Year End payout of Fiscal Year 2013 to be paid in the second calendar quarter of 2013 but not later than June 15, 2013. Amount to be confirmed once actual results are known.

Read will also receive a bonus for FY2014Q1 (April-June 2013), FY2014Q2 (July-Sept 2013), FY2014Q3 (October — December 2013), FY2014Q4 (January to March 2014) and FY2015Q1 (April-June 2014). These quarterly bonus payments shall be calculated at 100% of Read’s current bonus target.

All bonus payments shall be made at the same time as when such payments are regularly made pursuant to Flextronics policy and practice as follows:

1.FY2014Q1 Bonus in the amount of $193,750 to be paid in the third calendar quarter of 2013,

2.FY2014Q2 Bonus in the amount of $193,750 to be paid in the fourth calendar quarter of 2013,

3.FY2014Q3 Bonus in the amount of $193,750 to be paid in the first calendar quarter of 2014,

4.FY2014Q4  Bonus in the amount of $193,750 to be paid in the second calendar quarter of 2014, but not later than June 15, 2014; and

5.FY2015Q1 Bonus in the amount of $193,750 to be paid in the third calendar quarter of 2014.

e.On the Separation Date, issue a payment to Read in the gross amount of $74,000 (Seventy Four Thousand dollars) minus applicable taxes and withholdings, in lieu of

2

18 months of premiums for continuation of Company provided medical, dental and vision benefits for Read and his eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”).

IT SHALL BE READ’S RESPONSIBILITY TO SIGN UP FOR AND MAKE APPROPRIATE PAYMENTS TO ENSURE COBRA COVERAGE.  FAILURE TO SIGN UP FOR AND MAKE PAYMENTS FOR COBRA COVERAGE COULD RESULT IN LOSS OF HEALTH BENEFITS FOR READ AND HIS FAMILY AS WELL AS DIFFICULTY IN OBTAINING FUTURE COVERAGE.

Nothing in this Separation Agreement is intended to extend the length or scope of Read’s COBRA rights beyond those provided by statute.  Read will be provided with a separate notice of his COBRA rights and obligations.  Read will be responsible for any and all tax liability, if any, for any COBRA payments made by the Company or health benefit received by Read pursuant to this Separation Agreement.

f.On the Separation Date, issue a payment to Read in the gross amount of $30,000 (thirty thousand dollars) minus applicable taxes and withholdings to reimburse Read for continued assistance with tax issues by PwC or a similar accountant of Read’s choosing.

Read acknowledges and agrees that the foregoing Severance set forth in Section 2 of the Separation Agreement is more than Read is otherwise legally entitled to receive and constitutes good and valuable consideration.

Each severance payment and each bonus payment shall, for purposes of Section 409A, be deemed a separate payment under this Separation Agreement.  Notwithstanding any other provision in this Separation Agreement, no payments shall be paid after the end of the second year following the year of the Separation from Service Date.

In the event that any of the payments and taxable benefits due within the six month period following the Separation from Service Date are determined to constitute deferred compensation subject to Section 409A and to the extent that such deferred compensation is subject to the “six-month delay” required by Section 409A(a)(2)(B)(i), as determined in good faith by the Company, any such payments otherwise due within such six month period shall, notwithstanding such other specified payment date, be delayed such that the payments are paid in a lump sum immediately following the end of such six month period (or the date of Read’s death if earlier), and any payments due after the six month period shall be paid as set forth in this Separation Agreement.

3.EQUITY COMPENSATION.  Read has been granted share bonus awards as provided in the applicable option grant forms issued to Read during his employment with the Company.  The plans governing such options and awards control and are incorporated herein by reference.  Read’s share bonus awards that will be vested as of the Separation Date are listed on Exhibit A, which is attached hereto and incorporated herein by reference.  Read acknowledges that he is not entitled to any additional grants of stock options or share bonus awards other than those set forth in Exhibit A.

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Read acknowledges and agrees that by their terms, the options will no longer be exercisable after the last date to exercise as indicated in Exhibit A.  Read further acknowledges and agrees that upon release of the share bonus awards as provided in this Section 5, unless Flextronics withholds payroll taxes, Read will be responsible for payroll taxes, which will be due and payable to Flextronics by Read within three (3) business days of the vesting occurrence.

Read understands and agrees Read will not receive any grants of stock, restricted stock, stock units, stock options, or other forms of equity from the Company in the future unless mutually agreed to by the parties and that any current stock, restricted stock, stock units, stock options, or other forms of equity will expire or be exercisable in accordance with the terms and provisions of the applicable agreement(s) and plan(s).

4.DEFERRED COMPENSATION.  Read is a participant in the Company’s Amended and Restated Senior Management Deferred Compensation Plan and the Senior Executive Deferred Compensation Plan in return for services to be performed in the future and subject to the terms and conditions outlined in Letter Agreements dated as of December 31, 2008 and June 30, 2005 by and between Read and the Company.  Company contributions in the Deferred Compensation plans were credited to a brokerage account, and have been invested in various funds based on Read’ elections.  As of May 1, 2013, 33.3% of Read’s Senior Management Deferred Compensation account was vested and 70% of Read’s Senior Executive Deferred Compensation Plan was vested.  As of July 5, 2013, a further 33.3% of Read’s Senior Management Deferred Compensation account will be vested for a total of 66.6%.  Distribution of the vested funds will be made six months after the Separation from Service Date, as set forth in the Plan documents, which are controlling. Further, an amount equal to 100% of the remaining 30% unvested balance in the Senior Executive Deferred Compensation plan will vest on July 1, 2013 and be paid to Read in accordance with selected distribution elections.  Distribution of these funds will be made six months after the Separation from Service Date, as set forth in the Plan documents, which are controlling and will only be made if Read has complied with his obligations as outlined in the Plan and in this Agreement.

Read acknowledges that he is not a participant in any other deferred compensation plan with the Company and that he is not entitled to any additional deferred compensation other than as stated in this Agreement.

5.COMPLETE RELEASE. In consideration for and expressly conditioned on the receipt of payment of the Severance Payment, Read hereby releases the Company, together with the employees, partners, agents, directors, officers, contractors, insurers and attorneys of any of them, (the “Releasees”) from any and all claims or demands, whether known or unknown, and whether asserted on an individual or class basis, which Read has, may have, or may claim to have against any of them. This complete release of all claims includes but is not limited to a complete release of any claims (including claims for attorneys’ fees) Read has, may have, or may claim to have based on Read’s employment with Company or separation from that employment, as well as any claims arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (including negligence by the Company or anyone else), and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the payment of wages or benefits including, but not limited to, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, housing costs,

4

costs relating to relocation and the purchase or sale of housing, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, and the Occupational Safety and Health Act and/or their state law or local law equivalents.  Read specifically waives any entitlement to any bonus, equity plan or other compensation not specifically set forth in this Separation Agreement. Read represents that he has not assigned to any other person any of such claims and that Read has the full right to grant this release. Notwithstanding any other provision herein, Read is not waiving any claims that may arise under the Age Discrimination in Employment Act after this Separation Agreement is executed or any future claims based on the provisions set forth in this Separation Agreement.  This Separation Agreement shall not modify, expand or reduce any obligation of the Company to indemnify Read from any claims arising out of the performance of Read’s services as an employee or officer of the Company as provided by applicable law and in accordance with the Company’s by-laws. Nothing herein is intended to expand, reduce or limit the Company’s obligations to provide the benefit of insurance coverage maintained by the Company (including D&O coverage) for Read in connection with claims based on actions or omissions of Read during the period of Read’s employment with the Company.  Excluded from this release are a) any claims arising under the terms of this Agreement; and b) any claims that may not be waived by law.

6.CALIFORNIA RELEASE. Read acknowledges that he has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Despite the language of Section 1542, Read waives any rights Read has or may have under Section 1542 (or any similar provision of the laws of any other jurisdiction) to the full extent Read may lawfully waive such rights pertaining to this general release of claims and affirms that Read is releasing all known and unknown claims that he has or may have against the Releasees.

7.INSTITUTING ARBITRATION OR SUIT. Read agrees not to institute any arbitration proceeding or lawsuit based on any claim stated to be released by Read in this Separation Agreement. If Read or anyone on Read’s behalf institutes any arbitration proceeding or lawsuit based on any claim stated to be released by Read in this Separation Agreement, Read will: (a) immediately take any and all actions necessary to effectuate the immediate dismissal of the lawsuit or arbitration proceeding; and (b) pay Company and the other Releasees for any and all reasonable attorney’s fees and costs incurred as a result of or in connection with the lawsuit or arbitration proceeding.

8.WARRANTIES. Apart from payments due hereunder, Read warrants and agrees that the Company has paid Read all wages, forms of compensation, and other monies due to Read as of the date of execution of this Agreement. Read further warrants and agrees that all forms of compensation, wages, and other monies paid to Read by the Company through the date of Read’s execution of this Agreement have been accurately calculated, have represented the proper amounts due to Read, and

5

have been based on the Company’s merit-based compensation system. If Read or someone on Read’s behalf claims any entitlement to further compensation from the Company for any reason, Read agrees that the Company is entitled to full offset of the amounts paid to Read under this Agreement.

9.NON-DISPARAGEMENT AND THIRD PARTY ASSISTANCE. In consideration for and expressly conditioned on the receipt of payment of the Severance Payment, Read agrees that Read will not, directly or indirectly, in any individual or representative capacity, make any statement, oral or written, or perform any act or omission which is detrimental in any material respect to the reputation or goodwill of the Company.  The Company agrees that it will instruct its executives and directors and Read’s managers not to directly or indirectly, in any individual or representative capacity, make any statement, oral or written, or perform any act or omission which is detrimental in any material respect to the reputation or goodwill of Read.  Read agrees that Read will not voluntarily counsel, assist, participate in, or encourage any persons in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company without first providing written notice to the Company’s General Counsel at Flextronics, 6201 America Centre Drive, San Jose, California, 95002. Read and the Company agree that Read’s compliance with a subpoena or other legally compulsive process, disclosure required pursuant to the Company’s Code of Business Conduct and Ethics, or participation as a witness in a lawsuit shall not violate the terms of this paragraph but further agree Read will nevertheless provide the Company’s General Counsel written notice of such subpoena, other legally compulsive process, disclosure pursuant to the Company’s Code of Business Conduct and Ethics, or potential participation as a witness promptly after receiving notice of same.

10.COOPERATION. Read will make himself reasonably available to the Company in connection with any claim, lawsuit, or proceeding that relates to Read’s conduct or duties at the Company or that are based on facts about which Read obtained personal knowledge while employed at the Company.  In return, the Company agrees to reimburse Read for direct and reasonable out of pocket expenses incurred in connection with cooperation provided by Read pursuant to this Section.

11.RETURN OF PROPERTY. Read agrees that, prior to the Separation Date, Read will return to the Company any and all documents relating to the Company or its business operations (and any and all copies thereof, whether in paper form or electronic form), computer equipment, badges, credit cards, and any other Company property in Read’s possession, care, custody, or control. Read represents and agrees that Read will not take any such documents or property from the control or premises of Company. If Read should come into possession of any Company documents or property at any time in the future, Read agrees to return such documents or property to the Company immediately.  Notwithstanding the above, Read may retain his laptop computer upon following this procedure:  Read will remove his personal information from the laptop, the Company will copy and retain the remaining Company related information from the laptop and then delete all Company information from the laptop and return the clean laptop to Read for his personal use.

12.NO FUTURE RIGHT TO ACCESS. Read agrees that as of the earlier of the date of termination of his employment or the Separation Date Read has no right of access to any Company site or personnel, whether as a contractor, assigned worker, partner representative, client representative, or in any other capacity, and Read represents Read has no interest in such access. Read agrees Company may decide any request by or on behalf of Read for access to any Company site or personnel in its sole and absolute discretion and may consider Read’s representation in this

6

paragraph that he has no interest in access, and any other consideration not prohibited by law in making that decision.

13.CONFIDENTIALITY. Read and the Company represent they have  not disclosed the existence of, the terms of, or any other information regarding this Separation Agreement to anyone other than their attorneys or tax advisors, or to Read’s immediate family members. The Parties agree that they will not disclose the existence of, the terms of, or any other information regarding this Separation Agreement to anyone other than, their attorneys and tax advisors and Read’s immediate family members, provided the parties agree that their respective attorneys, tax advisors and immediate family members (as applicable) first agree to be bound by the foregoing confidentiality obligation prior to any such disclosure. The Parties also agree that the Company may make disclosures, without violating the obligations of this Separation Agreement, to the extent such disclosures are required by law, rule or regulations. Nothing in this provision is intended to prevent the Parties from complying with a subpoena or other compulsory legal process, responding truthfully to any inquiry by a government agency, or providing truthful testimony in a court of law or other formal legal proceeding.

14.NON-DISCLOSURE.

a.Read acknowledges and agrees the Company has provided Read with valuable confidential information relating to the Company’s business, technology, plans, customers, potential customers, relationships, and personnel. Read acknowledges and agrees that he will remain bound by the confidentiality obligations set forth below (the “Confidentiality Agreement”). Read agrees that any original works of authorship, products, software, or applications that Read created or developed while employed by the Company is the sole property of the Company. Read further acknowledges and agrees that Read shall not disclose or use for any purpose any Confidential Information. Confidential Information shall mean any and all proprietary or confidential information of the Company or any of its vendors, customers, or partners, including without limitation the following: (i) any and all technical information, including, without limitation, product data and specifications, know-how, formulae, source code, or other software information, test results, processes, inventions, research projects or product development; (ii) any and all business information, including, without limitation, cost information, profits, profit margins, sales information, costs, overhead, accounting and unpublished financial information, business plans, markets, marketing methods, vendor or customer lists, including without limitation, a vendor’s or customer’s specific needs, advertising and operating strategies; and (iii) any and all employee information, including, without limitation, salaries, and specific strengths, weaknesses and skills of Company employees.

15.If Read is subject to any subpoena or other form of legally compulsive process seeking to require Read to disclose any information protected by this Separation Agreement, any other written agreement between Read and the Company, any statute, or the common law, Read will immediately provide written notice of same to the Company’s General Counsel at Flextronics, 6201 America Centre Drive, San Jose, California, 95002.

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16.NON-SOLICITATION.

a.Read recognizes the highly competitive nature of the business of the Company and acknowledges that Read has been exposed to confidential information regarding the Company’s employees. Read agrees the relationship between the Company and each of its employees constitutes a valuable asset of the Company and that information related to employees’ skills and compensation is kept confidential and may not be disclosed or used by Read or any third party for any reason whatsoever. In consideration for and expressly conditioned on the receipt of payment of the Severance Payments, for a period of one (1) year commencing on the date of termination of Read’s employment with the Company (the “Standstill Period”), Read will not, either directly or indirectly, recruit, solicit, or assist others in recruiting, attempt to recruit, any person who is an employee of the Company, or induce or attempt to induce any such employee to terminate his or her employment with the Company.

b.Read acknowledges that the Standstill Period and the scope and period of restrictions are fair and reasonable and are reasonably required for the protection of Flextronics. Read and the Company intend that the provisions of this Section shall be enforced to the fullest extent permissible under applicable law. If any particular provision or portion of this Section shall be held to be invalid or unenforceable, this Separation Agreement shall be deemed amended to revise those provisions or portions to the minimum extent necessary to render them enforceable. Such amendment shall apply only with respect to the operation of this Section for purposes of the law under which such holding was made.

c.Read acknowledges that any breach of the covenants of this Section will result in immediate and irreparable injury to the Company. Accordingly, Read consents to the application for injunctive relief and such other equitable remedies for the benefit of Flextronics as may be appropriate in the event such a breach occurs or is threatened. The foregoing remedies shall be in addition to all other remedies to which the Company may be entitled hereunder, including, without limitation, monetary damages.

17.BINDING AGREEMENT. This Agreement will be binding upon Read and Company and their respective heirs, administrators, trustees, representatives, executors, successors, and assigns.

18.REVIEW. Read understands that Read has twenty-one (21) days in which to review and consider this Agreement before signing it. Read understands Read may use as much or as little of this 21-day period as Read wishes. Read is encouraged to consult an attorney before signing this Agreement. Read agrees that any changes Read and the Company agree to make to this Agreement, whether material or not, do not restart or extend this 21-day review period. If Read does not accept this Agreement within the 21-day review period, this offer will expire. By executing this Agreement, Read acknowledges Read was afforded a period of at least 21 days in which to review and consider this Agreement.

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19.REVOCATION. If Read decides to accept and sign this Separation Agreement, Read will have seven (7) days from the date of execution in which to revoke his acceptance. Read understands any such revocation will not be effective unless Read delivers a written notice of such revocation to Flextronics, c/o General Counsel, 6201 America Centre Drive, San Jose, California, 95002, prior to the expiration of seven days after Read executes this Agreement. Read understands this Agreement will not become effective or enforceable until the seven days have elapsed without Read having revoked Read’s acceptance of this Separation Agreement.

20.ENTIRETY. This is the entire agreement between the Read and the Company regarding Read’s separation from the Company and the other matters addressed herein and supersedes all prior agreements between them regarding same, other than those agreements referenced herein. In executing this Separation Agreement, Read is not relying on any representations or promises not explicitly contained in this Separation Agreement.

21.ARBITRATION. Read and Company agree that any and all disputes between them, including but not limited to any disputes arising out of or relating to this Agreement, the claims purported to be released by Read in this Agreement, Read’s employment with Company, or the termination of any such employment shall be settled by binding arbitration in San Jose, California administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and that judgment upon the award rendered by the arbitrator(s) may be entered in any court with jurisdiction. Notwithstanding any of the foregoing, any other provision of this Agreement, or any provision of any other agreement:

a.A court of competent jurisdiction shall have the power to maintain the status quo pending the arbitration of any dispute, and neither this Section nor any other agreement shall require the arbitration of an application for emergency or temporary injunctive relief by either party pending arbitration; provided, however, that the remainder of any such dispute beyond the resolution of any application for emergency or application for temporary injunctive relief, if such applications are made, shall be subject to arbitration; and

b.This Section shall not require the arbitration of: (i) claims by Read for workers’ compensation or unemployment insurance (an exclusive government-created remedy exists for these claims); or (ii) claims which could not have been litigated in court or before any administrative proceeding under applicable federal, state, or local law (e.g., claims barred by limitations).

22.CHOICE OF LAW, VENUE, MODIFICATION, AND EXECUTION. This Separation Agreement will be construed in accordance with and governed by the laws of the State of California. Read  and Company agree that the exclusive venue for resolving any dispute not submitted to arbitration for any reason shall be the state and federal courts located in San Jose, California, unless a different venue is required by applicable law. Read understands that once this Agreement is executed, only Mike McNamara, Chief Executive Officer, will have the authority to modify this Agreement on behalf of the Company, and that Mr. McNamara will have such authority only when acting in writing. In this connection, the parties agree this Agreement will not be modified or amended except by a written instrument(s), signed by both parties, with Mr. McNamara signing for the Company. This Agreement may be executed in multiple counterparts.

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23.          NON-ADMISSION OF LIABILITY. By entering into this Agreement, neither party admits they have done anything wrong.

ACCEPTED AND AGREED:	Flextronics International USA, Inc.
	/s/ Michael McNamara
	Michael McNamara,
	Chief Executive Officer
	6/4/13
	Date

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, THAT I UNDERSTAND THAT IT CONTAINS A COMPLETE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.

/s/ Paul Read

Paul Read

June 6, 2013

Date

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Exhibit A

Closing Statement

Paul Read	Closing Statement as of:	7/5/2013
512771	Estimated Stock Price:	$7.15

Options

Grant ID	Grant Date	Plan	Type	Price		Granted	Exercised	Exercisable	Cancelled	Value		Expiration
021593	7/1/2003	2002	NQ	$	10.34	20,000	0	20,000	0	$	0	10/5/2013
017872	1/9/2004	2002	NQ	$	16.57	80,000	0	80,000	0	$	0	10/5/2013
023638	9/28/2004	2001	NQ	$	13.18	50,000	0	50,000	0	$	0	10/5/2013
024607	10/29/2004	2001	NQ	$	12.05	125,000	0	125,000	0	$	0	10/5/2013
32104	6/2/2008	2001	NQ	$	10.59	700,000	0	700,000	0	$	0	10/5/2013
M32105	6/2/2008	2001	NQ	$	10.59	700,000	0	700,000	0	$	0	10/5/2013
33023	12/5/2008	2001	NQ	$	2.26	2,000,000	1,200,000	800,000	0	$	4,072,000	10/5/2013
				TOTALS:		3,675,000	1,200,000	2,475,000	0	$	4,072,000

Restricted Stock

Grant ID	Grant Date	Plan	Type	Price		Granted	Vested	Will Vest	Cancelled	Value
33213	6/15/2010	2001	RSU	$	0.00	137,500	0	68,750	68,750	$	505,313
2011PR	6/3/2011	2010	RSU	$	0.00	162,500	16,250	32,500	113,750	$	238,875
RS0517120002	5/17/2012	2010	RSU	$	0.00	162,000	40,500	0	121,500	$	0
			TOTALS:			462,000	56,750	101,250	304,000	$	744,188

Market and Performance Awards

Grant ID	Grant Date	Plan	Type	Price		Granted	Vested	Eligible to Vest	Likely to Vest	Cancelled	Value
M2010PR	6/15/2010	2001	RSU	$	0.00	137,500	0	68,750	0	137,500	$	0
M2011PR	6/3/2011	2010	RSU	$	0.00	162,500	0	0	0	162,500	$	0
MRS051712002	5/17/2012	2010	RSU	$	0.00	162,000	0	0	0	162,000	$	0
			TOTALS:			462,000	0	68,750	0	462,000	$	0
								TOTAL INTRINSIC VALUE:			$	4,816,188

11

EX-15.01

EXHIBIT 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

August 1, 2013

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 June 28, 2013 and June 29, 2012, as indicated in our report dated August 1, 2013; 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 June 28, 2013 is incorporated by reference in Registration Statement Nos. 333-189496 on Form S-4, 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

EX-31.01

EXHIBIT 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael M. McNamara, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:  August 1, 2013

/s/ Michael M. McNamara

Michael M. McNamara

Chief Executive Officer

EX-31.02

EXHIBIT 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Collier, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:  August 1, 2013

/s/ Christopher Collier

Christopher Collier

Chief Financial Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

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

·the Quarterly Report on Form 10-Q of the Company for the period ended June 28, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date:  August 1, 2013

/s/ Michael M. McNamara

Michael M. McNamara

Chief Executive Officer

(Principal Executive Officer)

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

EX-32.02

EXHIBIT 32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Collier, 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 June 28, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date:  August 1, 2013

/s/ Christopher Collier

Christopher Collier

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.

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RESTRUCTURING CHARGES

3 Months Ended

Jun. 28, 2013

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

10. RESTRUCTURING CHARGES

The Company initiated certain restructuring activities intended to improve its operational efficiencies by reducing excess workforce and capacity during fiscal year 2013. These restructuring activities extended through the quarter ended June 28, 2013. Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans.

During the three-month period ended June 28, 2013, the Company recognized restructuring charges of approximately $40.8 million, of which $32.2 million was associated with the terminations of 5,106 identified employees. The identified employee terminations by reportable geographic region amounted to approximately 3,947, 1,105 and 54 for Asia, the Americas and Europe, respectively. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and are to be disposed of, and other exit related costs due to facility closures or rationalizations.  Of the total restructuring charges, $1.9 million were non-cash charges related to the impairment of long-lived assets, and were classified as a component of cost of sales.

The components of the restructuring charges by geographic region during the three-month period ended June 28, 2013 were as follows:

	Americas		Asia		Europe		Total
	(In thousands)
Severance	$	11,331	$	16,205	$	4,631	$	32,167
Long-lived asset impairment	—		1,900		—		1,900
Other exit costs	2,248		3,157		1,288		6,693
Total restructuring charges	$	13,579	$	21,262	$	5,919	$	40,760

The majority of severance costs were classified as a component of cost of sales.

During the three-month period ended June 28, 2013, the Company recognized approximately $6.7 million of other exit costs, which was primarily comprised of $3.8 million related to personnel costs and $2.9 million of contractual obligations that resulted from facility closures. The majority of these costs were classified as a component of cost of sales.

The following table summarizes the provisions, respective payments, and remaining accrued balance as of June 28, 2013 for charges incurred in fiscal year 2014 and prior periods:

				Long-Lived			Other
	Severance			Asset Impairment			Exit Costs			Total
	(In thousands)
Balance as of March 31, 2013	$	83,689		$	—		$	14,211		$	97,900
Provision for charges incurred in first quarter of fiscal year 2014	32,167			1,900			6,693			40,760
Cash payments for charges incurred in fiscal year 2014 and 2013	(21,523		)				(2,872		)	(24,395		)
Cash payments for charges incurred in fiscal year 2010 and prior	(236		)				(1,164		)	(1,400		)
Non-cash charges incurred in fiscal year 2014	—			(1,900		)	—			(1,900		)
Balance as of June 28, 2013	94,097			—			16,868			110,965
Less: current portion (classified as other current liabilities)	90,304			—			10,929			101,233
Accrued restructuring costs, net of current portion (classified as other liabilities)	$	3,793		$	—		$	5,939		$	9,732

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Jun. 28, 2013	Mar. 31, 2013 tranches
Bank borrowings and long-term debt
Number of tranches		2
Percentage of ownership interest owned in subsidiaries that guarantees indebtedness	100.00%
Senior Subordinated Notes due February 2020
Bank borrowings and long-term debt
Maximum borrowing capacity		$ 500
Senior Subordinated Notes due February 2023
Bank borrowings and long-term debt
Maximum borrowing capacity		$ 500

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 5,791,125	$ 5,975,995
Cost of sales	5,444,964	5,618,638
Restructuring charges	35,126
Gross profit	311,035	357,357
Selling, general and administrative expenses	217,985	190,344
Intangible amortization	8,202	7,809
Restructuring charges	5,634
Interest and other expense, net	19,684	10,785
Income from continuing operations before income taxes	59,530	148,419
Provision for income taxes	273	11,650
Income from continuing operations	59,257	136,769
Loss from discontinued operations, net of tax		(8,297)
Net income	$ 59,257	$ 128,472
Income from continuing operations:
Basic (in dollars per share)	$ 0.09	$ 0.20
Diluted (in dollars per share)	$ 0.09	$ 0.20
Loss from discontinued operations:
Basic (in dollars per share)		$ (0.01)
Diluted (in dollars per share)		$ (0.01)
Net income:
Basic (in dollars per share)	$ 0.09	$ 0.19
Diluted (in dollars per share)	$ 0.09	$ 0.19
Weighted-average shares used in computing per share amounts:
Basic (in shares)	626,120	675,366
Diluted (in shares)	639,899	688,256

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SHARE-BASED COMPENSATION

3 Months Ended

Jun. 28, 2013

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
	June 28, 2013		June 29, 2012
	(In thousands)
Cost of sales	$	1,352	$	1,457
Selling, general and administrative expenses	7,237		8,361
Total stock-based compensation expense	$	8,589	$	9,818

Total unrecognized compensation expense related to share options is $1.5 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 1.7 years. As of June 28, 2013, the number of options outstanding and exercisable was 31.4 million and 30.8 million, respectively, at weighted-average exercise prices of $8.69 and $8.72 per share, respectively.

During the three-month period ended June 28, 2013, the Company granted 4.8 million unvested share bonus awards at an average grant date price of $8.34 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.3 million represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions.  The number of shares that ultimately will vest are based on a measurement of the change in the Company’s share price over a certain specified period against the change in both the Standard and Poor’s (“S&P”) 500 Composite Index and an Extended Electronics Manufacturing Systems (“EMS”) Group Index over the same period, 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 4.6 million.  The average grant-date fair value of these awards was estimated to be $9.34 per share and was calculated using a Monte Carlo simulation.  As of June 28, 2013, approximately 20.9 million unvested share bonus awards were outstanding, of which vesting for 5.7 million is contingent on meeting certain market conditions.  The number of shares issued can range from zero to 10.8 million based on the achievement levels of the respective market conditions.

As of June 28, 2013, total unrecognized compensation expense related to unvested share bonus awards is $102.5 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.57 years. Approximately $22.7 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting certain market conditions.

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Jun. 28, 2013

SHARE-BASED COMPENSATION

Schedule Of Share-Based Compensation Expense

	Three-Month Periods Ended
	June 28, 2013		June 29, 2012
	(In thousands)
Cost of sales	$	1,352	$	1,457
Selling, general and administrative expenses	7,237		8,361
Total stock-based compensation expense	$	8,589	$	9,818

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Net income (loss)	$ 59,257	$ 128,472
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(17,509)	(32,107)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134)	(16,115)
Comprehensive income	31,614	80,250
Parent
Net income (loss)	59,257	128,472
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(17,509)	(32,107)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134)	(16,115)
Comprehensive income	31,614	80,250
Guarantor Subsidiaries
Net income (loss)	10,058	195,455
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(4,092)	(10,748)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	332	(6,758)
Comprehensive income	6,298	177,949
Non-Guarantor Subsidiaries
Net income (loss)	(9,205)	36,158
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(27,281)	8,620
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,135)	(16,115)
Comprehensive income	(46,621)	28,663
Eliminations
Net income (loss)	(853)	(231,613)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	31,373	2,128
Unrealized gain (loss) on derivative instruments and other, net of zero tax	9,803	22,873
Comprehensive income	$ 40,323	$ (206,612)

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BUSINESS AND ASSET ACQUISITIONS

3 Months Ended

Jun. 28, 2013

BUSINESS AND ASSET ACQUISITIONS

BUSINESS AND ASSET ACQUISITIONS

11. BUSINESS AND ASSET ACQUISITIONS

On April 16, 2013, the Company completed the acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC.  The Company also entered into a manufacturing and services agreement with Motorola Mobility LLC for mobile devices in conjunction with this acquisition.  The cash consideration for this acquisition amounted to $178.9 million. The Company primarily acquired inventory of approximately $98.0 million, property and equipment of $48.0 million, and other assets in the amount of $32.9 million.  As of June 28, 2013, the valuation of assets and liabilities is preliminary, subject to the finalization of valuations of certain acquired assets and liabilities and further management review.  This acquisition expanded the Company’s relationship with Google’s Motorola Mobility and its capabilities in the mobile devices market. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition, April 16, 2013, and was less than 10% of the total Company revenue for the three-month period ended June 28, 2013.  Operating results of the acquired operations during the three-month period ended June 28, 2013 were not significant to the condensed consolidated financial results of the Company.  Estimated pro-forma revenue relating to this business for the three-month period ended June 29, 2012 amounted to $937.2 million and operating results for the same period were insignificant.

Additionally, during the three-month period ended June 28, 2013, the Company completed another acquisition for $9.5 million that was not significant to the Company’s consolidated financial position, results of operations and cash flows.  This business expanded the Company’s capabilities primarily in manufacturing operations for plastic parts and components.  The Company acquired primarily property and equipment in connection with this acquisition.  The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition.  Pro-forma results of operations for this acquisition have not been presented because the effects of the acquisition were insignificant to the Company’s financial results.

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, 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.

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RESTRUCTURING CHARGES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013 employees
RESTRUCTURING CHARGES
Restructuring charges	$ 40,760
Number of identified employees	5,106
Severance
RESTRUCTURING CHARGES
Restructuring charges	32,167
Long-lived asset impairment
RESTRUCTURING CHARGES
Restructuring charges	1,900
Other exit costs
RESTRUCTURING CHARGES
Restructuring charges	6,693
Americas
RESTRUCTURING CHARGES
Restructuring charges	13,579
Number of identified employees	1,105
Americas | Severance
RESTRUCTURING CHARGES
Restructuring charges	11,331
Americas | Other exit costs
RESTRUCTURING CHARGES
Restructuring charges	2,248
Asia
RESTRUCTURING CHARGES
Restructuring charges	21,262
Number of identified employees	3,947
Asia | Severance
RESTRUCTURING CHARGES
Restructuring charges	16,205
Asia | Long-lived asset impairment
RESTRUCTURING CHARGES
Restructuring charges	1,900
Asia | Other exit costs
RESTRUCTURING CHARGES
Restructuring charges	3,157
Europe
RESTRUCTURING CHARGES
Restructuring charges	5,919
Number of identified employees	54
Europe | Severance
RESTRUCTURING CHARGES
Restructuring charges	4,631
Europe | Other exit costs
RESTRUCTURING CHARGES
Restructuring charges	$ 1,288

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Net cash provided by (used in) operating activities	$ 198,576	$ 45,598
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	(141,373)	(104,587)
Acquisition of businesses, net of cash acquired	(187,543)	18,835
Proceeds from divestitures of operations, net		16,472
Other investing activities	30,179	(11,834)
Net cash used in investing activities	(298,737)	(81,114)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	158	110,018
Repayments of bank borrowings and long-term debt	(9,151)	(120,779)
Payments for repurchases of ordinary shares	(215,210)	(134,014)
Proceeds from exercise of stock options	10,909	5,776
Other financing activities	15,652	(38,480)
Net cash used in financing activities	(197,642)	(177,479)
Effect of exchange rates on cash	(9,710)	(20,281)
Net decrease in cash and cash equivalents	(307,513)	(233,276)
Cash and cash equivalents, beginning of period	1,587,087	1,518,329
Cash and cash equivalents, end of period	1,279,574	1,285,053
Parent
Net cash provided by (used in) operating activities	51,963	(21,836)
Cash flows from investing activities:
Investing cash flows from (to) affiliates	(438,186)	470,351
Net cash used in investing activities	(438,186)	470,351
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt		110,000
Repayments of bank borrowings and long-term debt	(8,636)	(119,085)
Payments for repurchases of ordinary shares	(215,210)	(134,014)
Proceeds from exercise of stock options	10,909	5,776
Financing cash flows from (to) affiliates	371,446	(265,347)
Net cash used in financing activities	158,509	(402,670)
Effect of exchange rates on cash	10,211	(43,379)
Net decrease in cash and cash equivalents	(217,503)	2,466
Cash and cash equivalents, beginning of period	740,515	649,252
Cash and cash equivalents, end of period	523,012	651,718
Guarantor Subsidiaries
Net cash provided by (used in) operating activities	(568,028)	180,111
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	(105,657)	(3,633)
Acquisition of businesses, net of cash acquired	(1,026)	(21,183)
Investing cash flows from (to) affiliates	354,871	802,459
Other investing activities	890	12
Net cash used in investing activities	249,078	777,655
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	133
Repayments of bank borrowings and long-term debt	(414)	(1,289)
Financing cash flows from (to) affiliates	311,306	(954,109)
Net cash used in financing activities	311,025	(955,398)
Effect of exchange rates on cash	369	(2,991)
Net decrease in cash and cash equivalents	(7,556)	(623)
Cash and cash equivalents, beginning of period	82,900	47,865
Cash and cash equivalents, end of period	75,344	47,242
Non-Guarantor Subsidiaries
Net cash provided by (used in) operating activities	713,609	(120,766)
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	(35,165)	(100,750)
Acquisition of businesses, net of cash acquired	(186,517)	40,018
Proceeds from divestitures of operations, net		16,472
Investing cash flows from (to) affiliates	(589,921)	384,358
Other investing activities	29,289	(11,846)
Net cash used in investing activities	(782,314)	328,252
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	25	18
Repayments of bank borrowings and long-term debt	(101)	(405)
Financing cash flows from (to) affiliates	(9,035)	(429,827)
Other financing activities	15,652	(38,480)
Net cash used in financing activities	6,541	(468,694)
Effect of exchange rates on cash	(20,290)	26,089
Net decrease in cash and cash equivalents	(82,454)	(235,119)
Cash and cash equivalents, beginning of period	763,672	821,212
Cash and cash equivalents, end of period	681,218	586,093
Eliminations
Net cash provided by (used in) operating activities	1,032	8,089
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	(551)	(204)
Investing cash flows from (to) affiliates	673,236	(1,657,168)
Net cash used in investing activities	672,685	(1,657,372)
Cash flows from financing activities:
Financing cash flows from (to) affiliates	(673,717)	1,649,283
Net cash used in financing activities	$ (673,717)	$ 1,649,283

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Basic earnings from continuing and discontinued operations per share:
Income (loss) from continuing operations before income taxes	$ 59,257	$ 136,769
Loss from discontinued operations, net of tax		(8,297)
Net income (loss)	59,257	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120	675,366
Basic earnings from continuing operations per share (in dollars per share)	$ 0.09	$ 0.20
Basic loss from discontinued operations per share (in dollars per share)		$ (0.01)
Basic earnings per share (in dollars per share)	$ 0.09	$ 0.19
Diluted earnings from continuing and discontinued operations per share:
Income (loss) from continuing operations , net of taxes	59,257	136,769
Loss from discontinued operations, net of tax		(8,297)
Net income	$ 59,257	$ 128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120	675,366
Weighted-average ordinary shares outstanding equivalents from stock options and awards	13,779	12,890
Weighted-average ordinary shares and ordinary share equivalents outstanding	639,899	688,256
Diluted earnings from continuing operations per share (in dollars per share)	$ 0.09	$ 0.20
Diluted loss from discontinued operations per share (in dollars per share)		$ (0.01)
Diluted earnings per share (in dollars per share)	$ 0.09	$ 0.19

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Jun. 28, 2013

ACCUMULATED OTHER COMPREHENSIVE LOSS

Schedule of changes in accumulated other comprehensive loss by component, net of tax

The changes in accumulated other comprehensive loss by component, net of tax, during the three-month period ended June 28, 2013 are as follows:

	Unrealized loss on derivative instruments and other		Foreign currency translation adjustments		Total
	(In thousands)
Beginning balance	$	18,857	$	58,624	$	77,481
Other comprehensive loss before reclassifications	6,245		17,509		23,754
Net gains reclassified from accumulated other comprehensive loss	3,889		—		3,889
Net current-period other comprehensive loss	10,134		17,509		27,643
Ending balance	$	28,991	$	76,133	$	105,124

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FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Jun. 28, 2013

FINANCIAL INSTRUMENTS

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

As of June 28, 2013, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $4.1 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	3,257,900	—	$	529,998	$	—
EUR	9,345	11,182	12,154		14,961
HUF	12,438,000	—	54,603		—
ILS	24,400	—	6,707		—
MXN	1,692,900	—	128,531		—
MYR	271,700	—	84,800		—
SGD	40,250	—	31,587		—
Other	N/A	N/A	61,881		—
			910,261		14,961
Other Forward/Swap Contracts
BRL	113,500	73,500	51,874		33,592
CAD	110,256	126,644	105,564		121,281
CNY	1,605,223	4,900	260,725		797
EUR	535,510	612,755	697,845		797,023
GBP	32,857	57,351	50,317		87,728
HUF	14,272,300	15,997,600	62,656		70,230
JPY	8,472,067	5,145,773	86,546		52,538
MXN	1,339,160	844,290	101,674		64,102
MYR	189,515	35,630	59,149		11,120
SEK	581,969	754,807	86,808		112,181
SGD	35,511	10,039	27,867		7,878
Other	N/A	N/A	149,230		66,843
			1,740,255		1,425,313
Total Notional Contract Value in USD			$	2,650,516	$	1,440,274

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 Location	June 28, 2013		March 31, 2013		Balance Sheet Location	June 28, 2013		March 31, 2013
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	5,946	$	11,032	Other current liabilities	$	11,407	$	3,999
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	9,261	$	16,531	Other current liabilities	$	14,981	$	11,291

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details 2) (USD $)	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013 Recurring Basis Level 1 Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Mar. 31, 2013 Recurring Basis Level 1 Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Jun. 28, 2013 Recurring Basis Level 2 Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	Mar. 31, 2013 Recurring Basis Level 2 Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	Jun. 28, 2013 Recurring Basis Level 2 Foreign exchange forward contracts	Mar. 31, 2013 Recurring Basis Level 2 Foreign exchange forward contracts	Jun. 28, 2013 Recurring Basis Level 2 Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Mar. 31, 2013 Recurring Basis Level 2 Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Jun. 28, 2013 Recurring Basis Level 3 Deferred purchase price receivable	Mar. 31, 2013 Recurring Basis Level 3 Deferred purchase price receivable	Mar. 31, 2013 Recurring Basis Level 3 Warrants to purchase common shares	Jun. 28, 2013 Recurring Basis Level 3 Contingent consideration in connection with business acquisitions	Mar. 31, 2013 Recurring Basis Level 3 Contingent consideration in connection with business acquisitions	Jun. 28, 2013 Recurring Basis Total Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	Mar. 31, 2013 Recurring Basis Total Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	Jun. 28, 2013 Recurring Basis Total Deferred purchase price receivable	Mar. 31, 2013 Recurring Basis Total Deferred purchase price receivable	Jun. 28, 2013 Recurring Basis Total Foreign exchange forward contracts	Mar. 31, 2013 Recurring Basis Total Foreign exchange forward contracts	Mar. 31, 2013 Recurring Basis Total Warrants to purchase common shares	Jun. 28, 2013 Recurring Basis Total Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Mar. 31, 2013 Recurring Basis Total Deferred compensation plan assets: Mutual funds, money market accounts and equity securities	Jun. 28, 2013 Recurring Basis Total Contingent consideration in connection with business acquisitions	Mar. 31, 2013 Recurring Basis Total Contingent consideration in connection with business acquisitions	Jun. 28, 2013 Nonrecurring Basis Level 2	Mar. 31, 2013 Nonrecurring Basis Level 2	Jun. 28, 2013 Nonrecurring Basis Total	Mar. 31, 2013 Nonrecurring Basis Total
Financial Instruments Measured at Fair Value on a Recurring Basis and Nonrecurring Basis
Total Assets			$ 7,058,000	$ 6,931,000	$ 618,278,000	$ 497,390,000	$ 15,207,000	$ 27,563,000	$ 41,357,000	$ 40,972,000	$ 420,887,000	$ 412,357,000	$ 74,437,000			$ 618,278,000	$ 497,390,000	$ 420,887,000	$ 412,357,000	$ 15,207,000	$ 27,563,000	$ 74,437,000	$ 48,415,000	$ 47,903,000
Total Liabilities							(26,388,000)	(15,290,000)						(19,000,000)	(25,000,000)					(26,388,000)	(15,290,000)				(19,000,000)	(25,000,000)
Assets held for sale																											28,554,000	11,089,000	28,554,000	11,089,000
Property and equipment																												25,331,000		25,331,000
Assets held for sale
Fair value adjustments	1,900,000
Property and Equipment
Transfers out of Level 1 and into Level 2 related to restructuring activities	0	0
Transfers out of Level 2 and into Level 1 related to restructuring activities	$ 0	$ 0

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BALANCE SHEET ITEMS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013
Activity in goodwill account
Balance, beginning of the year	$ 262,005
Additions	2,256
Purchase accounting adjustments	1,724
Balance, end of the quarter	$ 265,985

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INTEREST AND OTHER EXPENSE, NET (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
INTEREST AND OTHER EXPENSE, NET
Interest expense	$ 20.2	$ 15.8
Weighted average interest rate (as a percent))	3.50%	2.40%
Interest income	3.3	7.0
Gains on foreign exchange transactions	4.7	4.7
Total proceeds from sale of common shares	67.3
Loss on sale of common shares	$ 7.1

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RESTRUCTURING CHARGES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013
Summarizes the provisions, respective payments, and remaining accrued balance
Balance at the beginning of the period	$ 97,900
Provision for charges incurred	40,760
Balance at the end of the period	110,965
Less: current portion (classified as other current liabilities)	101,233
Accrued restructuring costs, net of current portion (classified as other liabilities)	9,732
Fiscal year 2014
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	40,760
Non-cash charges incurred	(1,900)
Fiscal year 2014 and 2013
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(24,395)
Fiscal year 2010 and prior
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(1,400)
Severance
Summarizes the provisions, respective payments, and remaining accrued balance
Balance at the beginning of the period	83,689
Provision for charges incurred	32,167
Balance at the end of the period	94,097
Less: current portion (classified as other current liabilities)	90,304
Accrued restructuring costs, net of current portion (classified as other liabilities)	3,793
Severance | Fiscal year 2014
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	32,167
Severance | Fiscal year 2014 and 2013
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(21,523)
Severance | Fiscal year 2010 and prior
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(236)
Long-Lived Asset Impairment
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	1,900
Long-Lived Asset Impairment | Fiscal year 2014
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	1,900
Non-cash charges incurred	(1,900)
Other Exit Costs
Summarizes the provisions, respective payments, and remaining accrued balance
Balance at the beginning of the period	14,211
Provision for charges incurred	6,693
Balance at the end of the period	16,868
Less: current portion (classified as other current liabilities)	10,929
Accrued restructuring costs, net of current portion (classified as other liabilities)	5,939
Other Exit Costs | Fiscal year 2014
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	6,693
Other Exit Costs | Fiscal year 2014 and 2013
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(2,872)
Other Exit Costs | Fiscal year 2010 and prior
Summarizes the provisions, respective payments, and remaining accrued balance
Cash payment for charges incurred	(1,164)
Personnel costs
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	3,800
Contractual obligations
Summarizes the provisions, respective payments, and remaining accrued balance
Provision for charges incurred	$ 2,900

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DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Jun. 28, 2013

DISCONTINUED OPERATIONS

Schedule of results from discontinued operations

The results from discontinued operations for the three-month period ended June 29, 2012 were as follows (amounts in thousands):

	Amount
Net sales	$	16,246
Cost of sales	19,890
Gross loss	(3,644		)
Selling, general and administrative expenses	1,169
Intangibles amortization	1,031
Interest and other expense, net	3,426
Loss before income taxes	(9,270		)
Benefit from income taxes	(973		)
Net loss of discontinued operations	$	(8,297	)

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013
Changes in Accumulated Other Comprehensive Income by Component
Beginning Balance	$ 77,481
Other comprehensive loss before reclassifications	23,754
Net gains reclassified from accumulated other comprehensive loss	3,889
Net current-period other comprehensive loss	27,643
Ending Balance	105,124
Unrealized loss on derivative instruments and other
Changes in Accumulated Other Comprehensive Income by Component
Beginning Balance	18,857
Other comprehensive loss before reclassifications	6,245
Net gains reclassified from accumulated other comprehensive loss	3,889
Net current-period other comprehensive loss	10,134
Ending Balance	28,991
Foreign currency translation adjustments
Changes in Accumulated Other Comprehensive Income by Component
Beginning Balance	58,624
Other comprehensive loss before reclassifications	17,509
Net current-period other comprehensive loss	17,509
Ending Balance	$ 76,133

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EARNINGS PER SHARE (Tables)

3 Months Ended

Jun. 28, 2013

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
	June 28, 2013		June 29, 2012
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Basic earnings from continuing operations per share	$	0.09	$	0.20
Basic loss from discontinued operations per share	$	—	$	(0.01	)
Basic earnings per share	$	0.09	$	0.19
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Weighted-average ordinary share equivalents from stock options and awards (1)	13,779		12,890
Weighted-average ordinary shares and ordinary share equivalents outstanding	639,899		688,256
Diluted earnings from continuing operations per share	$	0.09	$	0.20
Diluted loss from discontinued operations per share	$	—	$	(0.01	)
Diluted earnings per share	$	0.09	$	0.19

(1) Options to purchase ordinary shares of 19.2 million and 23.4 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively, and share bonus awards of 2.5 million and 6.6 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Foreign currency translation adjustments, tax	$ 0	$ 0
Unrealized loss on derivative instruments and other, tax	$ 0	$ 0

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ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

3 Months Ended

Jun. 28, 2013

ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

1.  ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

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 advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products serving customers 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, and consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets, and printers; Industrial and Emerging Industries (“IEI”), which is comprised of large household appliances, equipment, and our 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, 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.

Basis of Presentation

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, 2013 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended June 28, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014.

The first quarter for fiscal year 2014 and fiscal year 2013 ended on June 28, 2013 and June 29, 2012, respectively.

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EARNINGS PER SHARE

3 Months Ended

Jun. 28, 2013

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
	June 28, 2013		June 29, 2012
	(In thousands, except per share amounts)
Basic earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Basic earnings from continuing operations per share	$	0.09	$	0.20
Basic loss from discontinued operations per share	$	—	$	(0.01	)
Basic earnings per share	$	0.09	$	0.19
Diluted earnings from continuing and discontinued operations per share:
Income from continuing operations	$	59,257	$	136,769
Loss from discontinued operations	—		(8,297		)
Net income	$	59,257	$	128,472
Shares used in computation:
Weighted-average ordinary shares outstanding	626,120		675,366
Weighted-average ordinary share equivalents from stock options and awards (1)	13,779		12,890
Weighted-average ordinary shares and ordinary share equivalents outstanding	639,899		688,256
Diluted earnings from continuing operations per share	$	0.09	$	0.20
Diluted loss from discontinued operations per share	$	—	$	(0.01	)
Diluted earnings per share	$	0.09	$	0.19

(1) Options to purchase ordinary shares of 19.2 million and 23.4 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively, and share bonus awards of 2.5 million and 6.6 million during the three-month periods ended June 28, 2013 and June 29, 2012, respectively were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.

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BALANCE SHEET ITEMS

3 Months Ended

Jun. 28, 2013

BALANCE SHEET ITEMS

BALANCE SHEET ITEMS

2.   BALANCE SHEET ITEMS

Inventories

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

	As of		As of
	June 28, 2013		March 31, 2013
	(In thousands)
Raw materials	$	1,946,361	$	1,683,098
Work-in-progress	510,900		421,706
Finished goods	695,136		617,696
	$	3,152,397	$	2,722,500

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the three-month period ended June 28, 2013:

	Amount
	(In thousands)
Balance, beginning of the year	$	262,005
Additions (1)	2,256
Purchase accounting adjustments	1,724
Balance, end of the quarter	$	265,985

(1)     The goodwill generated from the Company’s business combinations completed during the three-month period ended June 28, 2013 is not significant, and is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies. The goodwill is not deductible for income tax purposes.

The components of acquired intangible assets are as follows:

	As of June 28, 2013							As of March 31, 2013
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	298,711	$	(227,037	)	$	71,674	$	294,310	$	(224,517	)	$	69,793
Licenses and other intangibles	21,040		(10,034		)	11,006		21,040		(9,286		)	11,754
Total	$	319,751	$	(237,071	)	$	82,680	$	315,350	$	(233,803	)	$	81,547

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended June 28, 2013, the Company acquired customer-related intangibles in connection with an acquisition as further discussed under note 11 to the condensed consolidated financial statements. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,	Total
	(In thousands)
2014 (1)	$	20,509
2015	24,547
2016	19,889
2017	10,847
2018	5,179
Thereafter	1,709
Total amortization expense	$	82,680

(1)       Represents estimated amortization for the remaining nine-month period ending March 31, 2014.

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FINANCIAL INSTRUMENTS (Details) (Forward and Swap Contracts) In Thousands, unless otherwise specified	Jun. 28, 2013 USD ($)	Jun. 28, 2013 Buy USD ($)	Jun. 28, 2013 Sell USD ($)	Jun. 28, 2013 Economic hedges Buy USD ($)	Jun. 28, 2013 Economic hedges Sell USD ($)	Jun. 28, 2013 Economic hedges BRL Buy USD ($)	Jun. 28, 2013 Economic hedges BRL Buy	Jun. 28, 2013 Economic hedges BRL Sell USD ($)	Jun. 28, 2013 Economic hedges BRL Sell	Jun. 28, 2013 Economic hedges CAD Buy USD ($)	Jun. 28, 2013 Economic hedges CAD Buy	Jun. 28, 2013 Economic hedges CAD Sell USD ($)	Jun. 28, 2013 Economic hedges CAD Sell	Jun. 28, 2013 Economic hedges CNY Buy USD ($)	Jun. 28, 2013 Economic hedges CNY Buy	Jun. 28, 2013 Economic hedges CNY Sell USD ($)	Jun. 28, 2013 Economic hedges CNY Sell	Jun. 28, 2013 Economic hedges EUR Buy USD ($)	Jun. 28, 2013 Economic hedges EUR Buy EUR (€)	Jun. 28, 2013 Economic hedges EUR Sell USD ($)	Jun. 28, 2013 Economic hedges EUR Sell EUR (€)	Jun. 28, 2013 Economic hedges GBP Buy USD ($)	Jun. 28, 2013 Economic hedges GBP Buy GBP (£)	Jun. 28, 2013 Economic hedges GBP Sell USD ($)	Jun. 28, 2013 Economic hedges GBP Sell GBP (£)	Jun. 28, 2013 Economic hedges HUF Buy USD ($)	Jun. 28, 2013 Economic hedges HUF Buy	Jun. 28, 2013 Economic hedges HUF Sell USD ($)	Jun. 28, 2013 Economic hedges HUF Sell	Jun. 28, 2013 Economic hedges JPY Buy USD ($)	Jun. 28, 2013 Economic hedges JPY Buy JPY (¥)	Jun. 28, 2013 Economic hedges JPY Sell USD ($)	Jun. 28, 2013 Economic hedges JPY Sell JPY (¥)	Jun. 28, 2013 Economic hedges MXN Buy USD ($)	Jun. 28, 2013 Economic hedges MXN Buy	Jun. 28, 2013 Economic hedges MXN Sell USD ($)	Jun. 28, 2013 Economic hedges MXN Sell	Jun. 28, 2013 Economic hedges MYR Buy USD ($)	Jun. 28, 2013 Economic hedges MYR Buy	Jun. 28, 2013 Economic hedges MYR Sell USD ($)	Jun. 28, 2013 Economic hedges MYR Sell	Jun. 28, 2013 Economic hedges SEK Buy USD ($)	Jun. 28, 2013 Economic hedges SEK Buy	Jun. 28, 2013 Economic hedges SEK Sell USD ($)	Jun. 28, 2013 Economic hedges SEK Sell	Jun. 28, 2013 Economic hedges SGD Buy USD ($)	Jun. 28, 2013 Economic hedges SGD Buy	Jun. 28, 2013 Economic hedges SGD Sell USD ($)	Jun. 28, 2013 Economic hedges SGD Sell	Jun. 28, 2013 Economic hedges Other Buy USD ($)	Jun. 28, 2013 Economic hedges Other Sell USD ($)	Jun. 28, 2013 Cash Flow Hedges Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges Sell USD ($)	Jun. 28, 2013 Cash Flow Hedges CNY Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges CNY Buy	Jun. 28, 2013 Cash Flow Hedges EUR Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges EUR Buy EUR (€)	Jun. 28, 2013 Cash Flow Hedges EUR Sell USD ($)	Jun. 28, 2013 Cash Flow Hedges EUR Sell EUR (€)	Jun. 28, 2013 Cash Flow Hedges HUF Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges HUF Buy	Jun. 28, 2013 Cash Flow Hedges ILS Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges ILS Buy	Jun. 28, 2013 Cash Flow Hedges MXN Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges MXN Buy	Jun. 28, 2013 Cash Flow Hedges MYR Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges MYR Buy	Jun. 28, 2013 Cash Flow Hedges SGD Buy USD ($)	Jun. 28, 2013 Cash Flow Hedges SGD Buy	Jun. 28, 2013 Cash Flow Hedges Other Buy USD ($)
Notional amount
Notional Contract Value	$ 4,100,000	$ 2,650,516	$ 1,440,274	$ 1,740,255	$ 1,425,313	$ 51,874	113,500	$ 33,592	73,500	$ 105,564	110,256	$ 121,281	126,644	$ 260,725	1,605,223	$ 797	4,900	$ 697,845	€ 535,510	$ 797,023	€ 612,755	$ 50,317	£ 32,857	$ 87,728	£ 57,351	$ 62,656	14,272,300	$ 70,230	15,997,600	$ 86,546	¥ 8,472,067	$ 52,538	¥ 5,145,773	$ 101,674	1,339,160	$ 64,102	844,290	$ 59,149	189,515	$ 11,120	35,630	$ 86,808	581,969	$ 112,181	754,807	$ 27,867	35,511	$ 7,878	10,039	$ 149,230	$ 66,843	$ 910,261	$ 14,961	$ 529,998	3,257,900	$ 12,154	€ 9,345	$ 14,961	€ 11,182	$ 54,603	12,438,000	$ 6,707	24,400	$ 128,531	1,692,900	$ 84,800	271,700	$ 31,587	40,250	$ 61,881

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TRADE RECEIVABLES SECURITIZATION (Tables)

3 Months Ended

Jun. 28, 2013

TRADE RECEIVABLES SECURITIZATION

Summary of deferred purchase price receivables

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	412,357		$	514,895
Transfers of receivables	882,918			879,944
Collections	(874,388		)	(880,932		)
Ending balance	$	420,887		$	513,907

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)

3 Months Ended

Jun. 28, 2013

SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets as of June 28, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	523,012	$	75,344		$	681,218	$	—		$	1,279,574
Accounts receivable	—		988,963			1,491,059		—			2,480,022
Inventories	—		1,241,660			1,910,737		—			3,152,397
Inter company receivable	4,858,212		4,358,710			7,416,890		(16,633,812		)	—
Other current assets	1,716		178,098			1,136,661		—			1,316,475
Total current assets	5,382,940		6,842,775			12,636,565		(16,633,812		)	8,228,468
Property and equipment, net	—		420,297			1,857,969		—			2,278,266
Goodwill and other intangible assets, net	1,000		40,429			307,236		—			348,665
Other assets	2,517,332		100,394			4,522,607		(6,826,808		)	313,525
Investment in subsidiaries	4,120,259		(828,257		)	16,670,729		(19,962,731		)	—
Total assets	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	409,562	$	281		$	17	$	—		$	409,860
Accounts payable	—		1,158,555			3,165,318		—			4,323,873
Accrued payroll	—		99,567			268,024		—			367,591
Inter company payable	5,332,815		6,819,803			4,481,194		(16,633,812		)	—
Other current liabilities	39,505		511,098			1,295,799		—			1,846,402
Total current liabilities	5,781,882		8,589,304			9,210,352		(16,633,812		)	6,947,726
Long term liabilities	4,151,041		2,108,943			2,699,414		(6,826,808		)	2,132,590
Shareholders’ equity	2,088,608		(4,122,609		)	24,085,340		(19,962,731		)	2,088,608
Total liabilities and shareholders’ equity	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924

Condensed Consolidating Balance Sheets as of March 31, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	740,515	$	82,900		$	763,672	$	—		$	1,587,087
Accounts receivable	—		458,617			1,653,379		—			2,111,996
Inventories	—		1,063,627			1,658,873		—			2,722,500
Inter company receivable	4,440,955		4,726,673			6,490,274		(15,657,902		)	—
Other current assets	6,182		178,585			1,165,051		—			1,349,818
Total current assets	5,187,652		6,510,402			11,731,249		(15,657,902		)	7,771,401
Property and equipment, net	—		328,621			1,845,967		—			2,174,588
Goodwill and other intangible assets, net	1,075		40,626			301,851		—			343,552
Other assets	2,498,080		105,136			4,902,815		(7,204,017		)	302,014
Investment in subsidiaries	4,127,384		(963,437		)	16,920,679		(20,084,626		)	—
Total assets	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	416,594	$	60		$	—	$	—		$	416,654
Accounts payable	—		1,077,723			2,627,574		—			3,705,297
Accrued payroll	—		86,073			265,610		—			351,683
Inter company payable	4,963,615		6,093,606			4,600,681		(15,657,902		)	—
Other current liabilities	32,440		424,599			1,242,112		—			1,699,151
Total current liabilities	5,412,649		7,682,061			8,735,977		(15,657,902		)	6,172,785
Long term liabilities	4,154,784		2,488,279			2,732,966		(7,204,017		)	2,172,012
Shareholders’ equity	2,246,758		(4,148,992		)	24,233,618		(20,084,626		)	2,246,758
Total liabilities and shareholders’ equity	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555

Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,484,434		$	4,595,431		$	(2,288,740	)	$	5,791,125
Cost of sales	—			3,140,642			4,593,062			(2,288,740		)	5,444,964
Restructuring charges	—			195			34,931			—			35,126
Gross profit (loss)	—			343,597			(32,562		)	—			311,035
Selling, general and administrative expenses	—			48,823			169,162			—			217,985
Intangible amortization	75			1,081			7,046			—			8,202
Restructuring charges	800			2,401			2,433			—			5,634
Interest and other expense (income), net	(49,280		)	267,202			(198,238		)	—			19,684
Income (loss) from continuing operations before income taxes	48,405			24,090			(12,965		)	—			59,530
Provision for (benefit from) income taxes	10			1,251			(988		)	—			273
Equity in earnings in subsidiaries	10,862			(12,781		)	2,772			(853		)	—
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257

Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,697,061		$	4,457,530		$	(2,178,596	)	$	5,975,995
Cost of sales	—			3,339,946			4,457,288			(2,178,596		)	5,618,638
Gross profit	—			357,115			242			—			357,357
Selling, general and administrative expenses	—			44,569			145,775			—			190,344
Intangible amortization	75			2,268			5,466						7,809
Interest and other expense (income), net	(14,308		)	62,016			(36,923		)	—			10,785
Income (loss) from continuing operations before income taxes	14,233			248,262			(114,076		)	—			148,419
Provision for income taxes	—			1,427			10,223			—			11,650
Equity in earnings in subsidiaries	114,239			(51,380		)	168,754			(231,613		)	—
Income (loss) from continuing operations	128,472			195,455			44,455			(231,613		)	136,769
Loss from discontinued operations, net of tax	—			—			(8,297		)	—			(8,297		)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472

Condensed Consolidating Statements of Comprehensive Income

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(17,509		)	(4,092		)	(27,281		)	31,373			(17,509		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134		)	332			(10,135		)	9,803			(10,134		)
Comprehensive income (loss)	$	31,614		$	6,298		$	(46,621	)	$	40,323		$	31,614

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(32,107		)	(10,748		)	8,620			2,128			(32,107		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(16,115		)	(6,758		)	(16,115		)	22,873			(16,115		)
Comprehensive income (loss)	$	80,250		$	177,949		$	28,663		$	(206,612	)	$	80,250

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	51,963		$	(568,028	)	$	713,609		$	1,032		198,576
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(105,657		)	(35,165		)	(551		)	(141,373		)
Acquisition of businesses, net of cash acquired	—			(1,026		)	(186,517		)	—			(187,543		)
Investing cash flows from (to) affiliates	(438,186		)	354,871			(589,921		)	673,236			—
Other investing activities	—			890			29,289			—			30,179
Net cash provided by (used in) investing activities	(438,186		)	249,078			(782,314		)	672,685			(298,737		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	—			133			25			—			158
Repayments of bank borrowings and long-term debt	(8,636		)	(414		)	(101		)	—			(9,151		)
Payments for repurchases of ordinary shares	(215,210		)	—			—			—			(215,210		)
Proceeds from exercise of stock options	10,909			—			—			—			10,909
Financing cash flows from (to) affiliates	371,446			311,306			(9,035		)	(673,717		)	—
Other financing activities	—			—			15,652			—			15,652
Net cash provided by (used in) financing activities	158,509			311,025			6,541			(673,717		)	(197,642		)
Effect of exchange rates on cash	10,211			369			(20,290		)	—			(9,710		)
Net change in cash and cash equivalents	(217,503		)	(7,556		)	(82,454		)	—			(307,513		)
Cash and cash equivalents, beginning of year	740,515			82,900			763,672			—			1,587,087
Cash and cash equivalents, end of year	$	523,012		$	75,344		$	681,218		$	—		$	1,279,574

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(21,836	)	$	180,111		$	(120,766	)	$	8,089		$	45,598
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(3,633		)	(100,750		)	(204		)	(104,587		)
Acquisition of businesses, net of cash acquired	—			(21,183		)	40,018			—			18,835
Proceeds from divestitures of operations, net	—			—			16,472			—			16,472
Investing cash flows from (to) affiliates	470,351			802,459			384,358			(1,657,168		)	—
Other investing activities	—			12			(11,846		)	—			(11,834		)
Net cash provided by (used in) investing activities	470,351			777,655			328,252			(1,657,372		)	(81,114		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	110,000			—			18			—			110,018
Repayments of bank borrowings and long-term debt	(119,085		)	(1,289		)	(405		)	—			(120,779		)
Payments for repurchases of ordinary shares	(134,014		)	—			—			—			(134,014		)
Proceeds from exercise of stock options	5,776			—			—			—			5,776
Financing cash flows from (to) affiliates	(265,347		)	(954,109		)	(429,827		)	1,649,283			—
Other financing activities	—			—			(38,480		)	—			(38,480		)
Net cash provided by (used in) financing activities	(402,670		)	(955,398		)	(468,694		)	1,649,283			(177,479		)
Effect of exchange rates on cash	(43,379		)	(2,991		)	26,089			—			(20,281		)
Net change in cash and cash equivalents	2,466			(623		)	(235,119		)	—			(233,276		)
Cash and cash equivalents, beginning of year	649,252			47,865			821,212			—			1,518,329
Cash and cash equivalents, end of year	$	651,718		$	47,242		$	586,093		$	—		$	1,285,053

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SHARE-BASED COMPENSATION (Details 2) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 28, 2013
Share options
Share-based compensation
Unrecognized compensation expense	$ 1.5
Share weighted-average amortization period	1 year 8 months 12 days
Share options outstanding (in shares)	31.4
Share options exercisable (in shares)	30.8
Options outstanding, weighted average exercise price (in dollars per share)	$ 8.69
Options exercisable, weighted average exercise price (in dollars per share)	$ 8.72
Share bonus awards
Share-based compensation
Unrecognized compensation expense	102.5
Share weighted-average amortization period	2 years 6 months 25 days
Unvested share bonus awards granted	4.8
Average grant date price of unvested share bonus awards (in dollars per share)	$ 8.34
Number of shares outstanding	20.9
Share Bonus Awards with Market Conditions | Minimum
Share-based compensation
Number of shares that can be issued	0
Share Bonus Awards with Market Conditions | Maximum
Share-based compensation
Number of shares that can be issued	10.8
Share Bonus Awards with Market Conditions | Key employees
Share-based compensation
Unrecognized compensation expense	$ 22.7
Unvested share bonus awards granted	2.3
Average grant date price of unvested share bonus awards (in dollars per share)	$ 9.34
Number of shares outstanding	5.7
Vesting period	3 years
Share Bonus Awards with Market Conditions | Key employees | Minimum
Share-based compensation
Number of shares that can be issued	0
Share Bonus Awards with Market Conditions | Key employees | Maximum
Share-based compensation
Number of shares that can be issued	4.6

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Net sales	$ 5,791,125	$ 5,975,995
Cost of sales	5,444,964	5,618,638
Restructuring charges	35,126
Gross profit	311,035	357,357
Selling, general and administrative expenses	217,985	190,344
Intangible amortization	8,202	7,809
Restructuring charges	5,634
Interest and other expense (income), net	19,684	10,785
Income from continuing operations before income taxes	59,530	148,419
Provision for (benefit from) income taxes	273	11,650
Income from continuing operations	59,257	136,769
Loss from discontinued operations, net of tax		(8,297)
Net income (loss)	59,257	128,472
Parent
Intangible amortization	75	75
Restructuring charges	800
Interest and other expense (income), net	(49,280)	(14,308)
Income from continuing operations before income taxes	48,405	14,233
Provision for (benefit from) income taxes	10
Equity in earnings in subsidiaries	10,862	114,239
Income from continuing operations		128,472
Net income (loss)	59,257	128,472
Guarantor Subsidiaries
Net sales	3,484,434	3,697,061
Cost of sales	3,140,642	3,339,946
Restructuring charges	195
Gross profit	343,597	357,115
Selling, general and administrative expenses	48,823	44,569
Intangible amortization	1,081	2,268
Restructuring charges	2,401
Interest and other expense (income), net	267,202	62,016
Income from continuing operations before income taxes	24,090	248,262
Provision for (benefit from) income taxes	1,251	1,427
Equity in earnings in subsidiaries	(12,781)	(51,380)
Income from continuing operations		195,455
Net income (loss)	10,058	195,455
Non-Guarantor Subsidiaries
Net sales	4,595,431	4,457,530
Cost of sales	4,593,062	4,457,288
Restructuring charges	34,931
Gross profit	(32,562)	242
Selling, general and administrative expenses	169,162	145,775
Intangible amortization	7,046	5,466
Restructuring charges	2,433
Interest and other expense (income), net	(198,238)	(36,923)
Income from continuing operations before income taxes	(12,965)	(114,076)
Provision for (benefit from) income taxes	(988)	10,223
Equity in earnings in subsidiaries	2,772	168,754
Income from continuing operations		44,455
Loss from discontinued operations, net of tax		(8,297)
Net income (loss)	(9,205)	36,158
Eliminations
Net sales	(2,288,740)	(2,178,596)
Cost of sales	(2,288,740)	(2,178,596)
Equity in earnings in subsidiaries	(853)	(231,613)
Income from continuing operations		(231,613)
Net income (loss)	$ (853)	$ (231,613)

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BUSINESS AND ASSET ACQUISITIONS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		3 Months Ended
	Jun. 29, 2012 Google's Motorola Mobility LLC	Apr. 16, 2013 Google's Motorola Mobility LLC	Jun. 28, 2013 Google's Motorola Mobility LLC Maximum	Jun. 28, 2013 Other Acquisitions
Business Acquisitions
Cash consideration		$ 178.9		$ 9.5
Inventories		98.0
Property and equipment		48.0
Other assets		32.9
Percentage of the total revenue			10.00%
Pro-forma revenue	$ 937.2

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details) (USD $)	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Activities related to contingent consideration
Beginning balance	$ 25,000,000	$ 1,151,000
Additions to accrual		5,000,000
Payments		(207,000)
Fair value adjustments	(6,000,000)
Ending balance	19,000,000	5,944,000
Minimum
Contingent considerations
Potention reduction in fair value of contingent considerations	$ 0

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 6,093	$ 10,877
Ordinary shares, par value (in dollars per share)	$ 0	$ 0
Ordinary shares, issued	667,598,410	689,159,139
Ordinary shares, outstanding	617,359,055	638,919,784
Treasury stock, shares	50,239,355	50,239,355

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ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Jun. 28, 2013

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

7. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, during the three-month period ended June 28, 2013 are as follows:

	Unrealized loss on derivative instruments and other		Foreign currency translation adjustments		Total
	(In thousands)
Beginning balance	$	18,857	$	58,624	$	77,481
Other comprehensive loss before reclassifications	6,245		17,509		23,754
Net gains reclassified from accumulated other comprehensive loss	3,889		—		3,889
Net current-period other comprehensive loss	10,134		17,509		27,643
Ending balance	$	28,991	$	76,133	$	105,124

Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month period ended June 28, 2013, was recognized as a component of cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 59,257	$ 128,472
Other comprehensive loss:
Foreign currency translation adjustments, net of zero tax	(17,509)	(32,107)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134)	(16,115)
Comprehensive income	$ 31,614	$ 80,250

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 1,279,574	$ 1,587,087
Accounts receivable, net of allowance for doubtful accounts of $6,093 and $10,877 as of June 28, 2013 and March 31, 2013, respectively	2,480,022	2,111,996
Inventories	3,152,397	2,722,500
Other current assets	1,316,475	1,349,818
Total current assets	8,228,468	7,771,401
Property and equipment, net	2,278,266	2,174,588
Goodwill and other intangible assets, net	348,665	343,552
Other assets	313,525	302,014
Total assets	11,168,924	10,591,555
Current liabilities:
Bank borrowings and current portion of long-term debt	409,860	416,654
Accounts payable	4,323,873	3,705,297
Accrued payroll	367,591	351,683
Other current liabilities	1,846,402	1,699,151
Total current liabilities	6,947,726	6,172,785
Long-term debt, net of current portion	1,650,536	1,650,973
Other liabilities	482,054	521,039
Commitments and contingencies (Note 12)
Shareholders' equity
Ordinary shares, no par value; 667,598,410 and 689,159,139 issued, and 617,359,055 and 638,919,784 outstanding as of June 28, 2013 and March 31, 2013, respectively	7,825,378	8,015,142
Treasury shares, at cost; 50,239,355 shares as of June 28, 2013 and March 31, 2013	(388,215)	(388,215)
Accumulated deficit	(5,243,431)	(5,302,688)
Accumulated other comprehensive loss	(105,124)	(77,481)
Total shareholders' equity	2,088,608	2,246,758
Total liabilities and shareholders' equity	$ 11,168,924	$ 10,591,555

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SHARE REPURCHASES (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	0 Months Ended
	Jun. 28, 2013	Jul. 29, 2013 Share Repurchase Plan Authorized At 2013 Extraordinary General Meeting [Member]
Repurchase plan information
Stock repurchased and retired during period (in shares)	29,000,000
Purchase price of stock repurchased and retired during period	$ 209.3
Shares available to be repurchased under the plans	6,300,000
Aggregate limit on share repurchases under the share repurchase plans (as a percent)		10.00%
Number of shares authorized to be repurchased		61,200,000

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Tables)

3 Months Ended

Jun. 28, 2013

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Summary of activities related to contingent consideration

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	25,000		$	1,151
Additions to accrual	—			5,000
Payments	—			(207		)
Fair value adjustments	(6,000		)	—
Ending balance	$	19,000		$	5,944

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

	Fair Value Measurements as of June 28, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	618,278		$	—		$	618,278
Deferred purchase price receivable (Note 8)	—		—			420,887			420,887
Foreign exchange forward contracts (Note 6)	—		15,207			—			15,207
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	7,058		41,357			—			48,415
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(26,388	)	$	—		$	(26,388	)
Contingent consideration in connection with business acquisitions	—		—			(19,000		)	(19,000		)

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	497,390		$	—		$	497,390
Deferred purchase price receivable (Note 8)	—		—			412,357			412,357
Foreign exchange forward contracts (Note 6)	—		27,563			—			27,563
Warrants to purchase common shares	—		—			74,437			74,437
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	6,931		40,972			—			47,903
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(15,290	)	$	—		$	(15,290	)
Contingent consideration in connection with business acquisitions	—		—			(25,000		)	(25,000		)

Schedule of assets measured at fair value on a nonrecurring basis

	Fair Value Measurements as of June 28, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	28,554	$	—	$	28,554

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	11,089	$	—	$	11,089
Property and equipment	—		25,331		—		25,331

Schedule of financial liabilities not carried at fair value

	As of June 28, 2013				As of March 31, 2013
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	170,340	$	169,088	$	170,340	$	170,496	Level 1
Term loan dated October 19, 2011	510,625		509,042		517,500		518,794		Level 1
4.625% Notes dated February 20, 2013 (due 2020)	500,000		487,500		500,000		507,190		Level 1
5.000% Notes dated February 20, 2013 (due 2023)	500,000		489,700		500,000		500,000		Level 1
Asia term loans	374,500		371,749		375,000		375,343		Level 2
Total	$	2,055,465	$	2,027,079	$	2,062,840	$	2,071,823

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BALANCE SHEET ITEMS (Tables)

3 Months Ended

Jun. 28, 2013

BALANCE SHEET ITEMS

Schedule of components of inventories

	As of		As of
	June 28, 2013		March 31, 2013
	(In thousands)
Raw materials	$	1,946,361	$	1,683,098
Work-in-progress	510,900		421,706
Finished goods	695,136		617,696
	$	3,152,397	$	2,722,500

Schedule of goodwill

The following table summarizes the activity in the Company’s goodwill account during the three-month period ended June 28, 2013:

	Amount
	(In thousands)
Balance, beginning of the year	$	262,005
Additions (1)	2,256
Purchase accounting adjustments	1,724
Balance, end of the quarter	$	265,985

(1)     The goodwill generated from the Company’s business combinations completed during the three-month period ended June 28, 2013 is not significant, and is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies. The goodwill is not deductible for income tax purposes.

Schedule of components of acquired intangible assets

	As of June 28, 2013							As of March 31, 2013
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Intangible assets:
Customer-related intangibles	$	298,711	$	(227,037	)	$	71,674	$	294,310	$	(224,517	)	$	69,793
Licenses and other intangibles	21,040		(10,034		)	11,006		21,040		(9,286		)	11,754
Total	$	319,751	$	(237,071	)	$	82,680	$	315,350	$	(233,803	)	$	81,547

Schedule of estimated future annual amortization expense for acquired intangible assets

Fiscal Year Ending March 31,	Total
	(In thousands)
2014 (1)	$	20,509
2015	24,547
2016	19,889
2017	10,847
2018	5,179
Thereafter	1,709
Total amortization expense	$	82,680

(1)       Represents estimated amortization for the remaining nine-month period ending March 31, 2014.

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TRADE RECEIVABLES SECURITIZATION (Details) (USD $)	3 Months Ended
	Jun. 28, 2013 item	Jun. 29, 2012	Mar. 31, 2013
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
Amount received from accounts receivable sold to third-party	591,200,000		556,900,000
Recognized loss on sale of the related receivables and recorded in interest and other expense, net	1,400,000	1,800,000
Cash proceeds from sale of accounts receivable	900,000,000	1,000,000,000
Cash flows from new transfers of receivables	100,000,000	100,000,000
Receivables sold but not yet collected from banking institutions	216,400,000		163,600,000
Activity in the deferred purchase price receivables account
Beginning balance	412,357,000	514,895,000
Transfers of receivables	882,918,000	879,944,000
Collections	(874,388,000)	(880,932,000)
Ending balance	420,887,000	513,907,000
Global Program
Trade Receivables Securitization disclosures
Investment limits with financial institution	500,000,000
North American Program
Trade Receivables Securitization disclosures
Investment limits with financial institution	300,000,000
Sales of Receivables to Third Party Banks
Trade Receivables Securitization disclosures
Company's accounts receivable sold to third-party	$ 268,700,000	$ 367,800,000

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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013	Jun. 29, 2012	Mar. 31, 2012
Current assets:
Cash and cash equivalents	$ 1,279,574	$ 1,587,087	$ 1,285,053	$ 1,518,329
Accounts receivable	2,480,022	2,111,996
Inventories	3,152,397	2,722,500
Other current assets	1,316,475	1,349,818
Total current assets	8,228,468	7,771,401
Property and equipment, net	2,278,266	2,174,588
Goodwill and other intangible assets, net	348,665	343,552
Other assets	313,525	302,014
Total assets	11,168,924	10,591,555
Current liabilities:
Bank borrowings and current portion of long-term debt	409,860	416,654
Accounts payable	4,323,873	3,705,297
Accrued payroll	367,591	351,683
Other current liabilities	1,846,402	1,699,151
Total current liabilities	6,947,726	6,172,785
Long term liabilities	2,132,590	2,172,012
Shareholders' equity	2,088,608	2,246,758
Total liabilities and shareholders' equity	11,168,924	10,591,555
Parent
Current assets:
Cash and cash equivalents	523,012	740,515	651,718	649,252
Intercompany receivable	4,858,212	4,440,955
Other current assets	1,716	6,182
Total current assets	5,382,940	5,187,652
Goodwill and other intangible assets, net	1,000	1,075
Other assets	2,517,332	2,498,080
Investment in subsidiaries	4,120,259	4,127,384
Total assets	12,021,531	11,814,191
Current liabilities:
Bank borrowings and current portion of long-term debt	409,562	416,594
Inter company payable	5,332,815	4,963,615
Other current liabilities	39,505	32,440
Total current liabilities	5,781,882	5,412,649
Long term liabilities	4,151,041	4,154,784
Shareholders' equity	2,088,608	2,246,758
Total liabilities and shareholders' equity	12,021,531	11,814,191
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	75,344	82,900	47,242	47,865
Accounts receivable	988,963	458,617
Inventories	1,241,660	1,063,627
Intercompany receivable	4,358,710	4,726,673
Other current assets	178,098	178,585
Total current assets	6,842,775	6,510,402
Property and equipment, net	420,297	328,621
Goodwill and other intangible assets, net	40,429	40,626
Other assets	100,394	105,136
Investment in subsidiaries	(828,257)	(963,437)
Total assets	6,575,638	6,021,348
Current liabilities:
Bank borrowings and current portion of long-term debt	281	60
Accounts payable	1,158,555	1,077,723
Accrued payroll	99,567	86,073
Inter company payable	6,819,803	6,093,606
Other current liabilities	511,098	424,599
Total current liabilities	8,589,304	7,682,061
Long term liabilities	2,108,943	2,488,279
Shareholders' equity	(4,122,609)	(4,148,992)
Total liabilities and shareholders' equity	6,575,638	6,021,348
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	681,218	763,672	586,093	821,212
Accounts receivable	1,491,059	1,653,379
Inventories	1,910,737	1,658,873
Intercompany receivable	7,416,890	6,490,274
Other current assets	1,136,661	1,165,051
Total current assets	12,636,565	11,731,249
Property and equipment, net	1,857,969	1,845,967
Goodwill and other intangible assets, net	307,236	301,851
Other assets	4,522,607	4,902,815
Investment in subsidiaries	16,670,729	16,920,679
Total assets	35,995,106	35,702,561
Current liabilities:
Bank borrowings and current portion of long-term debt	17
Accounts payable	3,165,318	2,627,574
Accrued payroll	268,024	265,610
Inter company payable	4,481,194	4,600,681
Other current liabilities	1,295,799	1,242,112
Total current liabilities	9,210,352	8,735,977
Long term liabilities	2,699,414	2,732,966
Shareholders' equity	24,085,340	24,233,618
Total liabilities and shareholders' equity	35,995,106	35,702,561
Eliminations
Current assets:
Intercompany receivable	(16,633,812)	(15,657,902)
Total current assets	(16,633,812)	(15,657,902)
Other assets	(6,826,808)	(7,204,017)
Investment in subsidiaries	(19,962,731)	(20,084,626)
Total assets	(43,423,351)	(42,946,545)
Current liabilities:
Inter company payable	(16,633,812)	(15,657,902)
Total current liabilities	(16,633,812)	(15,657,902)
Long term liabilities	(6,826,808)	(7,204,017)
Shareholders' equity	(19,962,731)	(20,084,626)
Total liabilities and shareholders' equity	$ (43,423,351)	$ (42,946,545)

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EARNINGS PER SHARE (Details 2) In Millions, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Options
Anti-diluted securities excluded from the computation of diluted earnings per share
Ordinary share equivalents from share options excluded from the computation of diluted earnings per share	19.2	23.4
Share bonus awards
Anti-diluted securities excluded from the computation of diluted earnings per share
Ordinary share equivalents from share options excluded from the computation of diluted earnings per share	2.5	6.6

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BALANCE SHEET ITEMS (Details 3) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
Components of acquired intangible assets
Gross Carrying Amount	$ 319,751	$ 315,350
Accumulated Amortization	(237,071)	(233,803)
Net Carrying Amount	82,680	81,547
Estimated future annual amortization expense for acquired intangible assets
2014	20,509
2015	24,547
2016	19,889
2017	10,847
2018	5,179
Thereafter	1,709
Net Carrying Amount	82,680	81,547
Customer-related intangibles
Components of acquired intangible assets
Gross Carrying Amount	298,711	294,310
Accumulated Amortization	(227,037)	(224,517)
Net Carrying Amount	71,674	69,793
Estimated future annual amortization expense for acquired intangible assets
Net Carrying Amount	71,674	69,793
Licenses and other intangibles
Components of acquired intangible assets
Gross Carrying Amount	21,040	21,040
Accumulated Amortization	(10,034)	(9,286)
Net Carrying Amount	11,006	11,754
Estimated future annual amortization expense for acquired intangible assets
Net Carrying Amount	$ 11,006	$ 11,754

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SHARE-BASED COMPENSATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
Share-based compensation
Share-based compensation expense	$ 8,589	$ 9,818
Cost of sales
Share-based compensation
Share-based compensation expense	1,352	1,457
Selling, general and administrative expenses
Share-based compensation
Share-based compensation expense	$ 7,237	$ 8,361

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FINANCIAL INSTRUMENTS

3 Months Ended

Jun. 28, 2013

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

6.  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 June 28, 2013, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $4.1 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell
	(In thousands)
Cash Flow Hedges
CNY	3,257,900	—	$	529,998	$	—
EUR	9,345	11,182	12,154		14,961
HUF	12,438,000	—	54,603		—
ILS	24,400	—	6,707		—
MXN	1,692,900	—	128,531		—
MYR	271,700	—	84,800		—
SGD	40,250	—	31,587		—
Other	N/A	N/A	61,881		—
			910,261		14,961
Other Forward/Swap Contracts
BRL	113,500	73,500	51,874		33,592
CAD	110,256	126,644	105,564		121,281
CNY	1,605,223	4,900	260,725		797
EUR	535,510	612,755	697,845		797,023
GBP	32,857	57,351	50,317		87,728
HUF	14,272,300	15,997,600	62,656		70,230
JPY	8,472,067	5,145,773	86,546		52,538
MXN	1,339,160	844,290	101,674		64,102
MYR	189,515	35,630	59,149		11,120
SEK	581,969	754,807	86,808		112,181
SGD	35,511	10,039	27,867		7,878
Other	N/A	N/A	149,230		66,843
			1,740,255		1,425,313
Total Notional Contract Value in USD			$	2,650,516	$	1,440,274

Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards.  Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of interest and other expense, net in the condensed consolidated 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 June 28, 2013 and March 31, 2013, the Company also has included net deferred losses and gains, 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 losses and gains were not material, and the deferred losses as of June 28, 2013 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, 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 Location	June 28, 2013		March 31, 2013		Balance Sheet Location	June 28, 2013		March 31, 2013
	(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	5,946	$	11,032	Other current liabilities	$	11,407	$	3,999
Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	9,261	$	16,531	Other current liabilities	$	14,981	$	11,291

As of June 28, 2013, the Company did not have any master netting arrangements.  The asset and liability balances presented in the table above reflect the gross amounts of derivatives in the condensed consolidated balance sheets.  Accordingly, there are no offsetting amounts that net assets against liabilities.

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RESTRUCTURING CHARGES (Tables)

3 Months Ended

Jun. 28, 2013

RESTRUCTURING CHARGES

Schedule of components of the restructuring charges by reportable region

The components of the restructuring charges by geographic region during the three-month period ended June 28, 2013 were as follows:

	Americas		Asia		Europe		Total
	(In thousands)
Severance	$	11,331	$	16,205	$	4,631	$	32,167
Long-lived asset impairment	—		1,900		—		1,900
Other exit costs	2,248		3,157		1,288		6,693
Total restructuring charges	$	13,579	$	21,262	$	5,919	$	40,760

Schedule of provisions, respective payments, and remaining accrued balance

				Long-Lived			Other
	Severance			Asset Impairment			Exit Costs			Total
	(In thousands)
Balance as of March 31, 2013	$	83,689		$	—		$	14,211		$	97,900
Provision for charges incurred in first quarter of fiscal year 2014	32,167			1,900			6,693			40,760
Cash payments for charges incurred in fiscal year 2014 and 2013	(21,523		)				(2,872		)	(24,395		)
Cash payments for charges incurred in fiscal year 2010 and prior	(236		)				(1,164		)	(1,400		)
Non-cash charges incurred in fiscal year 2014	—			(1,900		)	—			(1,900		)
Balance as of June 28, 2013	94,097			—			16,868			110,965
Less: current portion (classified as other current liabilities)	90,304			—			10,929			101,233
Accrued restructuring costs, net of current portion (classified as other liabilities)	$	3,793		$	—		$	5,939		$	9,732

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FINANCIAL INSTRUMENTS (Details 2) (Foreign currency contracts, USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
Fair Values of Derivative Instruments
Offsetting amounts	$ 0
Other current liabilities | Derivatives designated as hedging instruments
Fair Values of Derivative Instruments
Liability Derivatives	11,407	3,999
Other current liabilities | Derivatives not designated as hedging instruments
Fair Values of Derivative Instruments
Liability Derivatives	14,981	11,291
Other current assets | Derivatives designated as hedging instruments
Fair Values of Derivative Instruments
Asset Derivatives	5,946	11,032
Other current assets | Derivatives not designated as hedging instruments
Fair Values of Derivative Instruments
Asset Derivatives	$ 9,261	$ 16,531

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

3 Months Ended

Jun. 28, 2013

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 for the most part 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.

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) such as cash and cash equivalents and money market funds; 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 has accrued for certain contingent consideration in connection with its business acquisitions, which is measured at fair value based on internal models and inputs primarily consisting of revenue and certain operating results targets.  Changes to these inputs will result in insignificant increases in the fair value of these contingent considerations, or reducing the fair value to zero.  The following table summarizes the activities related to contingent consideration:

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	25,000		$	1,151
Additions to accrual	—			5,000
Payments	—			(207		)
Fair value adjustments	(6,000		)	—
Ending balance	$	19,000		$	5,944

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 to the condensed consolidated financial statements for a reconciliation of the change in the deferred purchase price receivable during the three-month periods ended June 28, 2013 and June 29, 2012.

There were no transfers between levels in the fair value hierarchy during the three-month periods ended June 28, 2013 and June 29, 2012.

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 June 28, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	618,278		$	—		$	618,278
Deferred purchase price receivable (Note 8)	—		—			420,887			420,887
Foreign exchange forward contracts (Note 6)	—		15,207			—			15,207
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	7,058		41,357			—			48,415
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(26,388	)	$	—		$	(26,388	)
Contingent consideration in connection with business acquisitions	—		—			(19,000		)	(19,000		)

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	497,390		$	—		$	497,390
Deferred purchase price receivable (Note 8)	—		—			412,357			412,357
Foreign exchange forward contracts (Note 6)	—		27,563			—			27,563
Warrants to purchase common shares	—		—			74,437			74,437
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	6,931		40,972			—			47,903
Liabilities:
Foreign exchange forward contracts (Note 6)	$	—	$	(15,290	)	$	—		$	(15,290	)
Contingent consideration in connection with business acquisitions	—		—			(25,000		)	(25,000		)

Assets Measured at Fair Value on a Nonrecurring Basis

The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis, and are as follows:

	Fair Value Measurements as of June 28, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	28,554	$	—	$	28,554

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Assets held for sale	$	—	$	11,089	$	—	$	11,089
Property and equipment	—		25,331		—		25,331

Assets held for sale

Assets held for sale are recorded at the lesser of the carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs).  During the quarter ended June 28, 2013, the Company recognized an additional $1.9 million in fair value adjustments to machinery and equipment previously impaired in its restructuring activities during fiscal year 2013 and classified these assets as held for sale as of June 28, 2013.  The assets held for sale as of June 28, 2013 primarily represent manufacturing facilities that have been closed as part of the Company’s facility consolidations and the related manufacturing assets.

Property and equipment

Property and equipment includes the carrying value of certain assets that were impaired during the fiscal year ended March 31, 2013 as a result of the Company’s restructuring activities as further discussed in note 10 to the condensed consolidated financial statements.

There were no transfers between levels in the fair value hierarchy for these long-lived assets during the three-month periods ended June 28, 2013 and June 29, 2012.

Other financial instruments

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

	As of June 28, 2013				As of March 31, 2013
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term loan dated October 1, 2007	$	170,340	$	169,088	$	170,340	$	170,496	Level 1
Term loan dated October 19, 2011	510,625		509,042		517,500		518,794		Level 1
4.625% Notes dated February 20, 2013 (due 2020)	500,000		487,500		500,000		507,190		Level 1
5.000% Notes dated February 20, 2013 (due 2023)	500,000		489,700		500,000		500,000		Level 1
Asia term loans	374,500		371,749		375,000		375,343		Level 2
Total	$	2,055,465	$	2,027,079	$	2,062,840	$	2,071,823

The term loans and Notes are valued based on broker trading prices in active markets, except for the Asia term loans.

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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INTEREST AND OTHER EXPENSE, NET

3 Months Ended

Jun. 28, 2013

INTEREST AND OTHER EXPENSE, NET

INTEREST AND OTHER EXPENSE, NET

5. INTEREST AND OTHER EXPENSE, NET

During the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized interest expense of $20.2 million and $15.8 million, respectively, on its debt obligations outstanding during the period.  The weighted average interest rates for the Company’s long-term debt were 3.5% and 2.4% for the three month periods ended June 28, 2013 and June 29, 2012, respectively.

During the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized interest income of $3.3 million and $7.0 million, respectively.

During each of the three-month periods ended June 28, 2013 and June 29, 2012, the Company recognized gains on foreign exchange transactions of $4.7 million.

The Company had warrants to purchase common shares of a certain supplier, which were exercised and the underlying shares were sold for total proceeds of $67.3 million resulting in a loss of $7.1 million during the three-month period ended June 28, 2013. Further, the Company recognized a gain related to changes in the fair value of contingent considerations in connection with certain immaterial historical acquisitions.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 59,257	$ 128,472
Depreciation, amortization and other impairment charges	119,051	111,684
Changes in working capital and other	20,268	(194,558)
Net cash provided by operating activities	198,576	45,598
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(144,737)	(117,395)
Proceeds from the disposition of property and equipment	3,364	12,808
Acquisition of businesses, net of cash acquired	(187,543)	18,835
Proceeds from divestiture of business, net of cash held in divested business		16,472
Other investing activities, net	30,179	(11,834)
Net cash used in investing activities	(298,737)	(81,114)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt	158	110,018
Repayments of bank borrowings, long-term debt and capital lease obligations	(9,151)	(120,779)
Payments for repurchase of ordinary shares	(215,210)	(134,014)
Net proceeds from issuance of ordinary shares	10,909	5,776
Other financing activities, net	15,652	(38,480)
Net cash used in financing activities	(197,642)	(177,479)
Effect of exchange rates on cash and cash equivalents	(9,710)	(20,281)
Net decrease in cash and cash equivalents	(307,513)	(233,276)
Cash and cash equivalents, beginning of period	1,587,087	1,518,329
Cash and cash equivalents, end of period	1,279,574	1,285,053
Non-cash investing activity:
Accounts payable for fixed assets purchases	$ 126,231	$ 89,634

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DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended	12 Months Ended
	Jun. 29, 2012	Mar. 31, 2013 business
Discontinued Operations disclosures
Number of non-core businesses sold		2
Results from discontinued operations
Net loss of discontinued operations	$ (8,297,000)
Divestitures
Discontinued Operations disclosures
Loss on sale of business	4,700,000
Results from discontinued operations
Net sales	16,246,000
Cost of sales	19,890,000
Gross loss	(3,644,000)
Selling, general and administrative expenses	1,169,000
Intangibles amortization	1,031,000
Interest and other expense, net	3,426,000
Loss before income taxes	(9,270,000)
Benefit from income taxes	(973,000)
Net loss of discontinued operations	$ (8,297,000)

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FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Details 3) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
Carrying Amount
Other financial instruments
Fair Value	$ 2,055,465	$ 2,062,840
Carrying Amount | Level 1 | Term loan dated October 1, 2007
Other financial instruments
Fair Value	170,340	170,340
Carrying Amount | Level 1 | Term loan dated October 19, 2011
Other financial instruments
Fair Value	510,625	517,500
Carrying Amount | Level 1 | 4.625% Notes due February 2020
Other financial instruments
Fair Value	500,000	500,000
Carrying Amount | Level 1 | 5.000% Notes due February 2023
Other financial instruments
Fair Value	500,000	500,000
Carrying Amount | Level 2 | Asia Term Loans
Other financial instruments
Fair Value	374,500	375,000
Fair Value
Other financial instruments
Fair Value	2,027,079	2,071,823
Fair Value | Level 1 | Term loan dated October 1, 2007
Other financial instruments
Fair Value	169,088	170,496
Fair Value | Level 1 | Term loan dated October 19, 2011
Other financial instruments
Fair Value	509,042	518,794
Fair Value | Level 1 | 4.625% Notes due February 2020
Other financial instruments
Fair Value	487,500	507,190
Fair Value | Level 1 | 5.000% Notes due February 2023
Other financial instruments
Fair Value	489,700	500,000
Fair Value | Level 2 | Asia Term Loans
Other financial instruments
Fair Value	$ 371,749	$ 375,343

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BALANCE SHEET ITEMS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2013	Mar. 31, 2013
Inventories
Raw materials	$ 1,946,361	$ 1,683,098
Work-in-progress	510,900	421,706
Finished goods	695,136	617,696
Inventories, total	$ 3,152,397	$ 2,722,500

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 28, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

12.  COMMITMENTS AND CONTINGENCIES

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.

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TRADE RECEIVABLES SECURITIZATION

3 Months Ended

Jun. 28, 2013

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 periods ended June 28, 2013 and June 29, 2012 were not material and are included in interest and other expense, net within the condensed consolidated statements of operations.  As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

As of June 28, 2013, 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 $591.2 million and deferred purchase price receivables of approximately $420.9 million.  As of March 31, 2013, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.9 million and deferred purchase price receivables of approximately $412.4 million.  The deferred purchase price receivables are included in other current assets as of June 28, 2013 and March 31, 2013, 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, net in the condensed consolidated statements of operations; such amounts were $1.4 million and $1.8 million for the three-month periods ended June 28, 2013 and June 29, 2012, respectively.

As of June 28, 2013 and March 31, 2013, 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 three-month periods ended June 28, 2013 and June 29, 2012, cash flows from sales of receivables under the ABS Programs consisted of approximately $0.9 billion and $1.0 billion for transfers of receivables, respectively (of which approximately $0.1 billion represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers for both periods).

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

	Three-Month Periods Ended
	June 28, 2013			June 29, 2012
	(In thousands)
Beginning balance	$	412,357		$	514,895
Transfers of receivables	882,918			879,944
Collections	(874,388		)	(880,932		)
Ending balance	$	420,887		$	513,907

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 $216.4 million and $163.6 million as of June 28, 2013 and March 31, 2013, respectively. For the three-month periods ended June 28, 2013 and June 29, 2012, total accounts receivable sold to certain third party banking institutions was approximately $268.7 million and $367.8 million, respectively. The loss on sales of accounts receivables sold was not material for the three-month periods ended June 28, 2013 and June 29, 2012 and recorded in interest and other expense, net in the condensed consolidated statements of operations.  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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SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

3 Months Ended

Jun. 28, 2013

SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

15.  SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

During fiscal year 2013, Flextronics International Ltd. (“Parent”) issued two tranches of Notes of $500 million each, which mature on February 15, 2020 and February 15, 2023, respectively, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. These notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company’s 100% owned subsidiaries (the “guarantor subsidiaries”). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to Flextronics or a subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company’s Term Loan Agreement and the Revolving Line of Credit; 3) defeasance or discharge of the Notes, as provided in the Notes indenture; or 4) if at any time the notes are rated investment grade.

In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company’s non-guarantor subsidiaries.

Condensed Consolidating Balance Sheets as of June 28, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	523,012	$	75,344		$	681,218	$	—		$	1,279,574
Accounts receivable	—		988,963			1,491,059		—			2,480,022
Inventories	—		1,241,660			1,910,737		—			3,152,397
Inter company receivable	4,858,212		4,358,710			7,416,890		(16,633,812		)	—
Other current assets	1,716		178,098			1,136,661		—			1,316,475
Total current assets	5,382,940		6,842,775			12,636,565		(16,633,812		)	8,228,468
Property and equipment, net	—		420,297			1,857,969		—			2,278,266
Goodwill and other intangible assets, net	1,000		40,429			307,236		—			348,665
Other assets	2,517,332		100,394			4,522,607		(6,826,808		)	313,525
Investment in subsidiaries	4,120,259		(828,257		)	16,670,729		(19,962,731		)	—
Total assets	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	409,562	$	281		$	17	$	—		$	409,860
Accounts payable	—		1,158,555			3,165,318		—			4,323,873
Accrued payroll	—		99,567			268,024		—			367,591
Inter company payable	5,332,815		6,819,803			4,481,194		(16,633,812		)	—
Other current liabilities	39,505		511,098			1,295,799		—			1,846,402
Total current liabilities	5,781,882		8,589,304			9,210,352		(16,633,812		)	6,947,726
Long term liabilities	4,151,041		2,108,943			2,699,414		(6,826,808		)	2,132,590
Shareholders’ equity	2,088,608		(4,122,609		)	24,085,340		(19,962,731		)	2,088,608
Total liabilities and shareholders’ equity	$	12,021,531	$	6,575,638		$	35,995,106	$	(43,423,351	)	$	11,168,924

Condensed Consolidating Balance Sheets as of March 31, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	740,515	$	82,900		$	763,672	$	—		$	1,587,087
Accounts receivable	—		458,617			1,653,379		—			2,111,996
Inventories	—		1,063,627			1,658,873		—			2,722,500
Inter company receivable	4,440,955		4,726,673			6,490,274		(15,657,902		)	—
Other current assets	6,182		178,585			1,165,051		—			1,349,818
Total current assets	5,187,652		6,510,402			11,731,249		(15,657,902		)	7,771,401
Property and equipment, net	—		328,621			1,845,967		—			2,174,588
Goodwill and other intangible assets, net	1,075		40,626			301,851		—			343,552
Other assets	2,498,080		105,136			4,902,815		(7,204,017		)	302,014
Investment in subsidiaries	4,127,384		(963,437		)	16,920,679		(20,084,626		)	—
Total assets	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	416,594	$	60		$	—	$	—		$	416,654
Accounts payable	—		1,077,723			2,627,574		—			3,705,297
Accrued payroll	—		86,073			265,610		—			351,683
Inter company payable	4,963,615		6,093,606			4,600,681		(15,657,902		)	—
Other current liabilities	32,440		424,599			1,242,112		—			1,699,151
Total current liabilities	5,412,649		7,682,061			8,735,977		(15,657,902		)	6,172,785
Long term liabilities	4,154,784		2,488,279			2,732,966		(7,204,017		)	2,172,012
Shareholders’ equity	2,246,758		(4,148,992		)	24,233,618		(20,084,626		)	2,246,758
Total liabilities and shareholders’ equity	$	11,814,191	$	6,021,348		$	35,702,561	$	(42,946,545	)	$	10,591,555

Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,484,434		$	4,595,431		$	(2,288,740	)	$	5,791,125
Cost of sales	—			3,140,642			4,593,062			(2,288,740		)	5,444,964
Restructuring charges	—			195			34,931			—			35,126
Gross profit (loss)	—			343,597			(32,562		)	—			311,035
Selling, general and administrative expenses	—			48,823			169,162			—			217,985
Intangible amortization	75			1,081			7,046			—			8,202
Restructuring charges	800			2,401			2,433			—			5,634
Interest and other expense (income), net	(49,280		)	267,202			(198,238		)	—			19,684
Income (loss) from continuing operations before income taxes	48,405			24,090			(12,965		)	—			59,530
Provision for (benefit from) income taxes	10			1,251			(988		)	—			273
Equity in earnings in subsidiaries	10,862			(12,781		)	2,772			(853		)	—
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257

Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	3,697,061		$	4,457,530		$	(2,178,596	)	$	5,975,995
Cost of sales	—			3,339,946			4,457,288			(2,178,596		)	5,618,638
Gross profit	—			357,115			242			—			357,357
Selling, general and administrative expenses	—			44,569			145,775			—			190,344
Intangible amortization	75			2,268			5,466						7,809
Interest and other expense (income), net	(14,308		)	62,016			(36,923		)	—			10,785
Income (loss) from continuing operations before income taxes	14,233			248,262			(114,076		)	—			148,419
Provision for income taxes	—			1,427			10,223			—			11,650
Equity in earnings in subsidiaries	114,239			(51,380		)	168,754			(231,613		)	—
Income (loss) from continuing operations	128,472			195,455			44,455			(231,613		)	136,769
Loss from discontinued operations, net of tax	—			—			(8,297		)	—			(8,297		)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	59,257		$	10,058		$	(9,205	)	$	(853	)	$	59,257
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(17,509		)	(4,092		)	(27,281		)	31,373			(17,509		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(10,134		)	332			(10,135		)	9,803			(10,134		)
Comprehensive income (loss)	$	31,614		$	6,298		$	(46,621	)	$	40,323		$	31,614

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	128,472		$	195,455		$	36,158		$	(231,613	)	$	128,472
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(32,107		)	(10,748		)	8,620			2,128			(32,107		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(16,115		)	(6,758		)	(16,115		)	22,873			(16,115		)
Comprehensive income (loss)	$	80,250		$	177,949		$	28,663		$	(206,612	)	$	80,250

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	51,963		$	(568,028	)	$	713,609		$	1,032		198,576
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(105,657		)	(35,165		)	(551		)	(141,373		)
Acquisition of businesses, net of cash acquired	—			(1,026		)	(186,517		)	—			(187,543		)
Investing cash flows from (to) affiliates	(438,186		)	354,871			(589,921		)	673,236			—
Other investing activities	—			890			29,289			—			30,179
Net cash provided by (used in) investing activities	(438,186		)	249,078			(782,314		)	672,685			(298,737		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	—			133			25			—			158
Repayments of bank borrowings and long-term debt	(8,636		)	(414		)	(101		)	—			(9,151		)
Payments for repurchases of ordinary shares	(215,210		)	—			—			—			(215,210		)
Proceeds from exercise of stock options	10,909			—			—			—			10,909
Financing cash flows from (to) affiliates	371,446			311,306			(9,035		)	(673,717		)	—
Other financing activities	—			—			15,652			—			15,652
Net cash provided by (used in) financing activities	158,509			311,025			6,541			(673,717		)	(197,642		)
Effect of exchange rates on cash	10,211			369			(20,290		)	—			(9,710		)
Net change in cash and cash equivalents	(217,503		)	(7,556		)	(82,454		)	—			(307,513		)
Cash and cash equivalents, beginning of year	740,515			82,900			763,672			—			1,587,087
Cash and cash equivalents, end of year	$	523,012		$	75,344		$	681,218		$	—		$	1,279,574

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 29, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(21,836	)	$	180,111		$	(120,766	)	$	8,089		$	45,598
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(3,633		)	(100,750		)	(204		)	(104,587		)
Acquisition of businesses, net of cash acquired	—			(21,183		)	40,018			—			18,835
Proceeds from divestitures of operations, net	—			—			16,472			—			16,472
Investing cash flows from (to) affiliates	470,351			802,459			384,358			(1,657,168		)	—
Other investing activities	—			12			(11,846		)	—			(11,834		)
Net cash provided by (used in) investing activities	470,351			777,655			328,252			(1,657,372		)	(81,114		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	110,000			—			18			—			110,018
Repayments of bank borrowings and long-term debt	(119,085		)	(1,289		)	(405		)	—			(120,779		)
Payments for repurchases of ordinary shares	(134,014		)	—			—			—			(134,014		)
Proceeds from exercise of stock options	5,776			—			—			—			5,776
Financing cash flows from (to) affiliates	(265,347		)	(954,109		)	(429,827		)	1,649,283			—
Other financing activities	—			—			(38,480		)	—			(38,480		)
Net cash provided by (used in) financing activities	(402,670		)	(955,398		)	(468,694		)	1,649,283			(177,479		)
Effect of exchange rates on cash	(43,379		)	(2,991		)	26,089			—			(20,281		)
Net change in cash and cash equivalents	2,466			(623		)	(235,119		)	—			(233,276		)
Cash and cash equivalents, beginning of year	649,252			47,865			821,212			—			1,518,329
Cash and cash equivalents, end of year	$	651,718		$	47,242		$	586,093		$	—		$	1,285,053

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SHARE REPURCHASES

3 Months Ended

Jun. 28, 2013

SHARE REPURCHASES

SHARE REPURCHASES

13.  SHARE REPURCHASES

During the first quarter of fiscal year 2014, the Company repurchased approximately 29.0 million shares for an aggregate purchase value of approximately $209.3 million, including repurchases made prior to the quarter end but not paid until after June 28, 2013, and retired all of these shares.  As of June 28, 2013, approximately 6.3 million shares were available to be repurchased under this plan.

The Company’s Board of Directors, on July 24, 2013, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was subsequently approved by the Company’s shareholders at the Extraordinary General Meeting held on July 29, 2013. Share repurchases by the Company under the share repurchase plan are subject to an aggregate limit of 10% of the Company’s ordinary shares outstanding as of the date of shareholder approval.  The Company is authorized to repurchase up to a maximum of 61.2 million shares under this plan.

XML

Document and Entity Information	3 Months Ended
	Jun. 28, 2013	Jul. 29, 2013
Document and Entity Information
Entity Registrant Name	FLEXTRONICS INTERNATIONAL LTD.
Entity Central Index Key	0000866374
Document Type	10-Q
Document Period End Date	Jun. 28, 2013
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		612,131,904
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

DISCONTINUED OPERATIONS

3 Months Ended

Jun. 28, 2013

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

14.  DISCONTINUED OPERATIONS

During fiscal year 2013, the Company finalized the sale of two non-core businesses.  In accordance with the accounting guidance, these non-core businesses qualified as discontinued operations, and accordingly, the Company reported the results of operations of these businesses in discontinued operations within the condensed consolidated statements of operations for all periods presented as applicable.

The results from discontinued operations for the three-month period ended June 29, 2012 were as follows (amounts in thousands):

	Amount
Net sales	$	16,246
Cost of sales	19,890
Gross loss	(3,644		)
Selling, general and administrative expenses	1,169
Intangibles amortization	1,031
Interest and other expense, net	3,426
Loss before income taxes	(9,270		)
Benefit from income taxes	(973		)
Net loss of discontinued operations	$	(8,297	)

Interest and other expense, net include the loss on sale of the businesses amounting to $4.7 million.  The Company did not have any divestitures during the three-month period ended June 28, 2013.

All assets relating to the discontinued operations were sold as of March 31, 2013.