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) January 25, 2005

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 2.02. Results of Operations and Financial Condition

On January 25, 2005, Flextronics International Ltd. (the “Company”) issued a press release announcing its results for the third fiscal quarter ended December 31, 2004. A copy of the press release is attached as Exhibit 99.1 to this report.

The press release includes non-GAAP operating results. Non-GAAP operating results are not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (“GAAP”) and are not necessarily comparable to similar measures presented by other companies. Non-GAAP operating results should not be considered in isolation or as a substitute for operating results prepared in accordance with GAAP. The Company has provided a reconciliation of non-GAAP operating results to GAAP operating results in the schedules to the attached press release.

Management uses non-GAAP operating results as a performance measure and furnishes the information in order to provide investors with additional information to analyze the Company’s operating results and facilitate period-to-period comparisons. Non-GAAP operating results exclude after-tax intangibles amortization, restructuring and other charges. Management uses non-GAAP operating results as a measure of enterprise-wide performance. The Company reports non-GAAP operating results to provide its investors with an alternative method for assessing its operating results in a manner that is focused on what the Company believes to be its core business operations. In addition, because the Company has historically reported non-GAAP operating results to the investment community, the Company believes the inclusion of non-GAAP numbers provides consistency in its financial reporting.

Item 9.01. Financial Statements and Exhibits

Exhibit
99.1	Press Release, dated January 25, 2005, issued by Flextronics International Ltd.

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: January 25, 2005
	By:	/s/ Thomas J. Smach
		Thomas J. Smach
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Flextronics contacts:

Thomas J. Smach

Chief Financial Officer

+1.408.576.7722

investor_relations@flextronics.com

Renee Brotherton

Senior Director of Corporate Marketing

+1.408.576.7189

renee.brotherton@flextronics.com mail to: investor_relations@flextronics.com

FLEXTRONICS ANNOUNCES RECORD THIRD QUARTER RESULTS AND

REAFFIRMS OUTLOOK

- Quarterly Sales and GAAP Net Income Reach Record Highs;

- Quarterly Gross Profit and ROITC Reach Record Highs;

- Cash and Liquidity Reach Record Highs;

- Cash Conversion Cycle Reaches Record 12 Days

Singapore, January 25, 2005 – Flextronics (NASDAQ: FLEX) today announced results for its third quarter ended December 31, 2004 as follows:

	Three Months Ended December 31,				Nine Months Ended December 31,
(USD in millions, except EPS)	2004		2003		2004		2003
Net sales	$	4,276.6	$	4,152.3	$	12,295.3	$	10,762.3
GAAP net income (loss)	$	98.7	$	21.4	$	265.6	$	(368.4	)
Net income, excluding intangible amortization, restructuring and other charges (1)	$	116.3	$	93.9	$	293.1	$	161.9
Diluted GAAP EPS	$	0.17	$	0.04	$	0.46	$	(0.70	)
Diluted EPS, excluding intangible amortization, restructuring and other charges (1)	$	0.20	$	0.17	$	0.50	$	0.29

(1) The non-GAAP financial measures disclosed in this press release exclude certain amounts that are included in the most directly comparable measures under Generally Accepted Accounting Principles (“GAAP”). Non-GAAP results exclude after-tax intangibles amortization, restructuring and other items, as applicable. The Company recorded intangible amortization expense of $9.2 million and $26.5 million during the three- and nine-month periods ended December 31, 2004, respectively, and $9.6 million and $26.9 million during the three- and nine-month periods ended December 31, 2003, respectively. The Company also recorded pre-tax restructuring charges of $30.7 million and $87.8 million during the three- and nine-month periods ended December 31, 2004, respectively, and $71.0 million and $458.4 million during the three- and nine-month periods ended December 31, 2003, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. In addition, during the three- and nine-month periods ended December 31, 2004, the Company recorded a $29.3 million gain from the liquidation of certain international entities, a $6.8 million loss for the other than temporary impairment of its investments in certain non-publicly traded companies, and $7.6 million in executive separation costs. For the nine-month period ended December 31, 2003, the Company incurred $103.9 million of losses, associated with early extinguishment of its then outstanding senior subordinated notes. The tax benefit related to all of these items and other non-operational tax adjustments amounted to $7.3 million and $71.9 million during the three- and nine-month periods ended December 31, 2004, respectively, and $8.0 million and $58.9 million during the three- and nine-month periods ended December 31, 2003, respectively. The reconciliation of non-GAAP results to GAAP results is illustrated in Schedules I and II attached to this press release.

Third Quarter Results Ending December 31, 2004

Net sales for the third quarter were $4.3 billion, which represents an increase of $124 million, or 3%, over the December 2003 quarter. Excluding amortization, restructuring and other items, net income for the third quarter increased 24% to $116.3 million, or $0.20 per diluted share, compared with $93.9 million, or $0.17 per diluted share in the year ago quarter. GAAP net income for the third quarter increased 361% to a quarterly record high of $98.7 million, or $0.17 per diluted share, as compared to $21.4 million, or $0.04 per diluted share in the year ago quarter.

The quarterly results reflect continued industry-leading working capital management, with a record low cash conversion cycle of 12 days that includes inventory turns of 11.3 times. Return on Invested Tangible Capital (“ROITC”) increased from 21.6% in the December 2003 quarter to an all-time quarterly high of 30.5% in the December 2004 quarter. In addition, Flextronics ended the December 2004 quarter with an all time record high cash balance of $1.09 billion while liquidity increased 51% sequentially to a record high of $2.2 billion, while maintaining leverage at 27%.

“Our operating metrics are better now than they have been in many years. Key metrics such as sales, gross profit, GAAP net income, cash conversion cycle, fixed assets to sales, cash and liquidity, and ROITC, are better now than they have ever been in our history. With a return on tangible invested capital of greater than 30%, we are now generating a very good return for our shareholders,” said Michael E. Marks, Chief Executive Officer of Flextronics. “We continue to believe that we can increase gross margins and operating profit, while reducing SG&A as a percentage of sales. The operating margin improvement over past several quarters demonstrates that our improvement initiatives are working and suggests that our long-term operating margin target of 5% is realistic. In addition, as we again move into a mode of reduced capital expenditures, cash flow should continue to improve. Of course this all translates into higher returns on capital as well,” added Marks.

“Competitively, we are in solid shape. Our major long-term initiatives, including our industrial parks, vertical integration and design activities, continue to work well. Our pipeline of potential opportunities continues to be quite robust. We are optimistic that a number of these opportunities will be realized over the next several quarters, and believe that we have solid growth in both sales and profits ahead of us,” Marks concluded.

Guidance

The Company reaffirmed its previous guidance for quarterly earnings per diluted share (excluding amortization, restructuring and other items) of $0.15 to $0.18 on revenues of $3.8 billion to $4.2 billion for the March 2005 quarter. The Company also provided guidance for quarterly earnings per diluted share (excluding amortization, restructuring and other items) of $0.17 to $0.20 on revenues of $4.1 billion to $4.5 billion for the June 2005 quarter. Quarterly GAAP earnings per diluted share are expected to be lower than the guidance provided herein by approximately $0.02 to $0.03 per diluted share reflecting quarterly amortization expense.

Conference Call and Web Cast

A conference call hosted by Flextronics’ management will be held today at 1:30 p.m. PST to discuss the Company’s financial results and its outlook. This call will be broadcast via the Internet and may be accessed by logging on to the Company’s website at www.flextronics.com.

Additional information in the form of a slide presentation and CEO’s Letter to Shareholders that summarizes and discusses the quarterly results may also be found on the Company’s site. A replay of the broadcast will remain available on the Company’s website after the call.

Minimum requirements to listen to the broadcast are Microsoft Windows Media Player software (free download at http://www.microsoft.com/windows/windowsmedia/download/default.asp) and at least a 28.8 Kbps bandwidth connection to the Internet.

About Flextronics

Headquartered in Singapore (Singapore Registration No. 199002645H), Flextronics is the leading Electronics Manufacturing Services (EMS) provider focused on delivering operational services to technology companies. With fiscal year 2004 revenues of US$14.5 billion, Flextronics is a major global operating company with design, engineering, manufacturing and logistics operations in 32 countries on five continents. This global presence allows for manufacturing excellence through a network of facilities situated in key markets and geographies that provide its customers with the resources, technology and capacity to optimize their operations. Flextronics’ ability to provide end-to-end operational services that include innovative product design, test solutions, manufacturing, IT expertise, network services, and logistics has established the Company as the leading EMS provider. For more information, please visit www.flextronics.com.

# # #

This news release, the CEO’s Letter to the Shareholders and the earnings slide presentation contain forward-looking statements within the meaning of federal securities laws and are subject to the safe harbors under those laws. These forward-looking statements include statements related to future growth, sales increases, anticipated revenues, operating margins, profitability, cash flow, working capital, and future returns on capital. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements. These risks include the challenges of effectively managing our operations; the risk that we may not obtain anticipated new customer programs, or that if we do, they may be delayed, and may not contribute to our revenue or profitability as expected, or at all; the need for future restructurings and impairments of assets; the risks that we may not obtain the benefits anticipated from acquisitions or succeed in integrating acquired companies, including integrations necessary pursuant to the Nortel transaction; our ability to respond to changes in economic trends and to fluctuations in demand for customers’ products and changes in customers’ orders; the risks that we may be unable to generate or support increased ODM and design activity; our dependence on a small number of large customers; our dependence on industries affected by rapid technological change; competition in our industry; risks of shortages of key components; and the other risks described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors” in our most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q and current reports on Form 8-K, filed with the SEC. The forward-looking statements in this news release, the CEO’s Letter to the Shareholders and the earnings slide presentation are based on current expectations, and Flextronics assumes no obligation to update these forward-looking statements.

SCHEDULE I

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31, 2004							Three Months Ended December 31, 2003
	Non-GAAP (1)		Required Adjustments			GAAP		Non-GAAP (1)		Required Adjustments			GAAP
Net sales	$	4,276,614				$	4,276,614	$	4,152,344				$	4,152,344
Cost of sales		3,976,832					3,976,832		3,912,912					3,912,912
Restructuring and other charges		—		24,076			24,076		—		50,553			50,553
Gross profit		299,782		(24,076	)		275,706		239,432		(50,553	)		188,879
Selling, general and administrative expenses		143,330					143,330		121,597					121,597
Restructuring and other charges		—		14,192			14,192		—		20,466			20,466
Operating income (loss)		156,452		(38,268	)		118,184		117,835		(71,019	)		46,816
Intangibles amortization		—		9,201			9,201		—		9,553			9,553
Interest and other expense, net		27,240		(22,515	)		4,725		13,453					13,453
Income (loss) before income taxes		129,212		(24,954	)		104,258		104,382		(80,572	)		23,810
Provision for (benefit from) income taxes		12,922		(7,347	)		5,575		10,438		(8,057	)		2,381
Net income (loss)	$	116,290	$	(17,607	)	$	98,683	$	93,944	$	(72,515	)	$	21,429
Earnings (loss) per share:
Basic	$	0.21				$	0.18	$	0.18				$	0.04
Diluted	$	0.20				$	0.17	$	0.17				$	0.04
Shares used in computing per share amounts:
Basic		562,200					562,200		527,321					527,321
Diluted		594,081					594,081		561,438					561,438

(1) The non-GAAP financial measures disclosed in this release exclude certain amounts that are included in the most directly comparable GAAP measures. Non-GAAP results exclude after-tax intangibles amortization, restructuring and other charges, as applicable. The Company recorded intangible amortization expense of $9.2 million and $9.6 million during the quarters ended December 31, 2004 and December 31, 2003, respectively. The Company also recorded restructuring charges of $30.7 million and $71.0 million during the quarters ended December 31, 2004 and December 31, 2003, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. In addition, during the three-month period ended December 31, 2004, the Company recorded a $29.3 million gain from the liquidation of certain international entities, a $6.8 million loss for the other than temporary impairment of its investments in certain non-publicly traded companies, and $7.6 million in executive separation costs. The tax benefit related to all of these items and other non-operational tax adjustments amounted to $7.3 million and $8.1 million during the quarters ended December 31, 2004 and December 31, 2003, respectively.

SCHEDULE II

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Nine Months Ended December 31, 2004								Nine Months Ended December 31, 2003
	Non-GAAP (2)		Required Adjustments			GAAP			Non-GAAP (2)		Required Adjustments			GAAP
Net sales	$	12,295,311				$	12,295,311		$	10,762,263				$	10,762,263
Cost of sales		11,477,733					11,477,733			10,175,320					10,175,320
Restructuring and other charges		—		70,771			70,771			—		401,750			401,750
Gross profit		817,578		(70,771	)		746,807			586,943		(401,750	)		185,193
Selling, general and administrative expenses		423,948					423,948			346,952					346,952
Restructuring and other charges		—		24,587			24,587			—		56,629			56,629
Operating income (loss)		393,630		(95,358	)		298,272			239,991		(458,379	)		(218,388	)
Intangibles amortization		—		26,545			26,545			—		26,943			26,943
Interest and other expense, net		67,955		(22,515	)		45,440			60,067					60,067
Loss on early extinguishment of debt		—					—			—		103,909			103,909
Income (loss) before income taxes		325,675		(99,388	)		226,287			179,924		(589,231	)		(409,307	)
Provision for (benefit from) income taxes		32,568		(71,908	)		(39,340	)		17,992		(58,923	)		(40,931	)
Net income (loss)	$	293,107	$	(27,480	)	$	265,627		$	161,932	$	(530,308	)	$	(368,376	)
Earnings (loss) per share:
Basic	$	0.53				$	0.48		$	0.31				$	(0.70	)
Diluted	$	0.50				$	0.46		$	0.29				$	(0.70	)
Shares used in computing per share amounts:
Basic		548,234					548,234			523,983					523,983
Diluted		581,433					581,433			556,054					523,983

(2) The non-GAAP financial measures disclosed in this release exclude certain amounts that are included in the most directly comparable GAAP measures. Non-GAAP results exclude after-tax intangibles amortization, restructuring and other charges, as applicable. The Company recorded intangible amortization expense of $26.5 million and $26.9 million during the nine months ended December 31, 2004 and December 31, 2003, respectively. The Company also recorded restructuring charges of $87.8 million and $458.4 million during the nine months ended December 31, 2004 and December 31, 2003, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. In addition, during the nine-month period ended December 31, 2004, the Company recorded a $29.3 million gain from the liquidation of certain international entities, a $6.8 million loss for the other than temporary impairment of its investments in certain non-publicly traded companies and $7.6 million in executive separation costs. The loss on early extinguishment of debt of $103.9 million resulted from the early redemption of its 8.75% senior subordinated notes in June 2003, and the repurchase of the 9.875% senior subordinated notes in August 2003. The tax benefit related to all of these items and other non-operational tax adjustments amounted to $71.9 million and $58.9 million for the nine months ended December 31, 2004 and December 31, 2003, respectively.

SCHEDULE III

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	As of December 31, 2004		As of March 31, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	1,086,325	$	615,276
Accounts receivable, net		1,850,411		1,871,637
Inventories		1,388,742		1,179,513
Deferred income taxes		6,220		14,244
Other current assets		592,179		581,063
Total current assets		4,923,877		4,261,733
Property, plant and equipment, net		1,731,716		1,625,000
Deferred income taxes		682,901		604,785
Goodwill and other intangibles, net		3,371,204		2,721,432
Other assets		553,233		370,987
Total assets	$	11,262,931	$	9,583,937
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings and current portion of long-term debt	$	22,126	$	96,287
Current portion of capital lease obligations		8,388		8,203
Accounts payable		2,738,870		2,145,174
Other current liabilities		1,206,886		1,127,253
		3,976,270		3,376,917
Long-term debt, net of current portion:
Capital lease obligations		9,145		15,084
Zero Coupon Convertible Junior Subordinated Notes due 2008		200,000		200,000
9  7/8 % Senior Subordinated Notes due 2010, net of discount		7,659		7,659
9  3/4 % Euro Senior Subordinated Notes due 2010		204,276		181,422
1 % Convertible Subordinated Notes due 2010		500,000		500,000
6  1/2 % Senior Subordinated Notes due 2013		399,650		399,650
6  1/4 % Senior Subordinate Notes due 2014		500,000		—
Revolving line of credit due 2008		—		220,000
Other		97,608		100,446
Other liabilities		204,984		215,546
Total shareholders’ equity		5,163,339		4,367,213
Total liabilities and shareholders’ equity	$	11,262,931	$	9,583,937