8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 9, 2004

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Marina Boulevard, # 28-00, Singapore	018989
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (65) 6890-7188

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEMS TO BE INCLUDED IN THE REPORT

Item 8.01 Other Events.

On November 9, 2004, Flextronics International Ltd. announced an intended private placement, subject to market and other conditions, of $500 million aggregate principal amount of its senior subordinated notes due 2014.

Subsequently on November 9, 2004, Flextronics announced that it had priced its offering of $500 million aggregate principal amount of its 6.25% senior subordinated notes due 2014.

The 6.25% senior subordinated notes due 2014 were offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, or outside the United States under Regulation S. The press releases relating to the offering are filed as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit
99.1	Press release, dated November 9, 2004
99.2	Press release, dated November 9, 2004

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 hereunto duly authorized.

	Flextronics International Ltd.
Date: November 12, 2004
	By:	/s/ Robert R.B. Dykes
		Robert R.B. Dykes
		President, Systems Group and Chief Financial Officer

EX-99.1

Exhibit 99.1

Flextronics contact:

Thomas J. Smach

Senior Vice President of Finance

+1.408.576.7722

FLEXTRONICS ANNOUNCES PROPOSED SENIOR

SUBORDINATED NOTE OFFERING

Singapore, November 9, 2004 – Flextronics (NASDAQ: FLEX) today announced that it intends, subject to market and other conditions, to privately offer $500 million aggregate principal amount of its senior subordinated notes due in 2014. The notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States under Regulation S. Flextronics expects to use the net proceeds of the offering to repay outstanding debt under its revolving credit facilities and for general corporate purposes, including working capital requirements, acquisitions and capital expenditures.

The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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EX-99.2

Exhibit 99.2

Flextronics contact:

Thomas J. Smach

Senior Vice President of Finance

+1.408.576.7722

FLEXTRONICS ANNOUNCES PRICING OF PRIVATE OFFERING OF

SENIOR SUBORDINATED NOTES

SINGAPORE, November 9, 2004-– Flextronics International Ltd. (Nasdaq: FLEX) today announced the pricing of a private offering of $500 million aggregate principal amount of its 6.25% Senior Subordinated Notes due in 2014. The offering is expected to close on November 17, 2004. The company intends to use the net proceeds of the offering to repay outstanding debt under its revolving credit facilities and for general corporate purposes, including working capital requirements, acquisitions and capital expenditures.

The notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States under Regulation S. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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