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): July 26, 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))

Item 2.02 Results of Operations and Financial Condition

On July 26, 2005, Flextronics International Ltd. (the “Company”) issued a press release announcing its results for its first fiscal quarter ended June 30, 2005. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.

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. 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

(c) Exhibits

The following exhibits are filed with this Report on Form 8-K:

Exhibit
99.1	Press Release, dated July 26, 2005, issued by Flextronics International Ltd.

2

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: July 26, 2005	By:	/s/ Thomas J. Smach
	Name:	Thomas J. Smach
	Title:	Chief Financial Officer

3

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

FLEXTRONICS ANNOUNCES FIRST QUARTER RESULTS

— Net Income Increases 27%

— Net Debt Reduced by $382 Million in Last 12 Months

Singapore, July 26, 2005 – Flextronics (NASDAQ: FLEX) today announced results for its first fiscal quarter ended June 30, 2005 as follows:

(USD in millions, except EPS)	Three Months Ended June 30,
	2005		2004
Net sales	$	3,897.5	$	3,880.4
GAAP net income	$	58.7	$	74.3
Net income, excluding intangibles amortization, restructuring and other charges (1)	$	99.6	$	78.3
Diluted GAAP EPS	$	0.10	$	0.13
Diluted EPS, excluding intangibles amortization, restructuring and other charges (1)	$	0.17	$	0.14

(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 charges, as applicable. The Company recorded intangibles amortization expense of $14.6 million and $8.7 million during the three-month periods ended June 30, 2005 and 2004, respectively. The Company also recorded pre-tax restructuring charges of $32.7 million and $23.6 million during the three-month periods ended June 30, 2005 and 2004, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. The reconciliation of non-GAAP results to GAAP results is illustrated in Schedule I attached to this press release.

First Quarter 2006 Results

Net sales for the first quarter ended June 30, 2005 were $3.9 billion, which represents an increase of $17 million over the June 2004 quarter.

Excluding intangibles amortization, restructuring and other charges, net income for the first quarter increased 27% to $99.6 million, or $0.17 per diluted share, compared with $78.3 million, or $0.14 per diluted share in the year ago quarter. After tax amortization, restructuring and other

charges amounted to $41 million in the current quarter compared to $4 million in the year ago quarter. As a result, GAAP net income for the first quarter decreased by $15.6 million to $58.7 million, or $0.10 per diluted share, as compared to $74.3 million, or $0.13 per diluted share in the year ago quarter.

Return on Invested Tangible Capital (“ROITC”) increased to 25% in the June 2005 quarter from 18% in the prior year comparable quarter while Return on Invested Capital (“ROIC”) increased to 9% in the June 2005 quarter from 8% in the prior year comparable quarter. The Company’s cash conversion cycle was 20 days in the quarter. Excluding restructuring charges, operating margin increased year-over-year for the seventh consecutive quarter to 3.4%.

The Company ended the quarter with $830 million in cash, an increase of $165 million from June 30, 2004 while total debt has decreased by $217 million over the same period. This represents a net debt reduction of $382 million during the last 12 months.

With regard to the June quarter operating results, Michael E. Marks, Chief Executive of Flextronics stated, “We remain focused on achieving our goal of Return on Invested Capital of 15% through improving profitability, asset utilization and cash flow. To this end, we are pleased that we were able to increase our operating margins for the seventh consecutive quarter on a year-over-year basis. This improvement reflects the results of our vertically integrated EMS offering as well as our relentless effort to contain costs in the business. Our world-class working capital management combined with declining capital expenditures should also continue to drive cash flow improvements.”

As previously announced, Flextronics has entered into a definitive agreement to merge its Network Services division with Telavie, a company wholly-owned by Altor 2003 Fund, a Nordic private equity firm. Flextronics will receive an upfront cash payment, deferred and contingent payments, and we will also retain a 30% ownership stake in the merged company. Flextronics has also entered into a separate agreement to sell its semiconductor division to AMIS Holdings, the parent company of AMI Semiconductor. Both divestitures are progressing according to plan and are expected to close during the September 2005 quarter. Flextronics expects to receive cash payments of approximately $550 million in the quarter for these divestitures.

Management plans to disclose the specific impact on the Company’s balance sheet and income statement as a result of these divestitures when they announce financial results for the September 2005 quarter. “We expect to use our available cash to fund growth opportunities in the core EMS business, or redeploy it back into our capital structure. The use of proceeds will be finalized once these divestitures are complete, taking into account prevailing market conditions and a comprehensive analysis of our options to maximize earnings and long-term returns for shareholders,” said Marks.

Guidance

Management provided guidance for quarterly earnings per diluted share (excluding amortization, restructuring and other charges) of $0.18 to $0.21 on revenues of $3.8 billion to $4.2 billion for the September 2005 quarter. Management also reiterated guidance for fiscal year earnings per diluted share (excluding amortization, restructuring and other items) of $0.80 to $0.90 on revenues of $16.4 billion to $17.5 billion for fiscal 2006. The quarterly and fiscal year guidance contemplate the variability in the timing of the divestiture sales and deployment of the proceeds.

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. Restructuring and other charges cannot be estimated.

Conference Call and Web Cast

A conference call hosted by Flextronics’ management will be held today at 1:30 p.m. PDT 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 that summarizes 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 Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering innovative design and manufacturing services to automotive, industrial, medical, and technology companies. With fiscal year 2005 revenues of USD$15.9 billion, Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in over 30 countries on five continents. This global presence provides customers with complete design, engineering, and manufacturing resources that are vertically integrated with components to optimize their operations by lowering their costs and reducing their time to market. For more information, please visit www.flextronics.com.

# # #

This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include statements related to anticipated increases in revenues and earnings, anticipated uses of available cash, expected reductions in capital expenditures, anticipated increases in cash flow and return on capital, new business opportunities and the expected impact of our pending divestitures of our Network Services and semiconductor divisions. 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 possible 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 “Business – Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in our quarterly reports on Form 10-Q and current reports on Form 8-K, filed with the SEC. The forward-looking statements in this press release 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 June 30, 2005								Three Months Ended June 30, 2004
	Non-GAAP(1)		Required Adjustments			GAAP			Non-GAAP(1)		Required Adjustments			GAAP
Net sales	$	3,897,531				$	3,897,531		$	3,880,448				$	3,880,448
Cost of sales		3,618,317					3,618,317			3,633,516					3,633,516
Restructuring charges		—		27,572			27,572			—		20,991			20,991
Gross profit		279,214		(27,572	)		251,642			246,932		(20,991	)		225,941
Selling, general and administrative expenses		147,791					147,791			141,596					141,596
Restructuring charges		—		5,117			5,117			—		2,597			2,597
Operating income		131,423		(32,689	)		98,734			105,336		(23,588	)		81,748
Intangibles amortization		—		14,621			14,621			—		8,661			8,661
Interest and other expense, net		26,017		—			26,017			18,286					18,286
Income before income taxes		105,406		(47,310	)		58,096			87,050		(32,249	)		54,801
Provision for (benefit from) income taxes		5,759		(6,370	)		(611	)		8,705		(28,226	)		(19,521	)
Net income	$	99,647	$	(40,940	)	$	58,707		$	78,345	$	(4,023	)	$	74,322
Earnings per share:
Basic	$	0.18				$	0.10		$	0.15				$	0.14
Diluted	$	0.17				$	0.10		$	0.14				$	0.13
Shares used in computing per share amounts:
Basic		569,325					569,325			530,626					530,626
Diluted		598,298					598,298			568,013					568,013

(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 $14.6 million and $8.7 million during the quarters ended June 30, 2005 and 2004, respectively. The Company also recorded restructuring charges of $32.7 million and $23.6 million during the quarters ended June 30, 2005 and 2004, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. The tax benefit related to all of these items and other non-operational tax adjustments amounted to $6.4 million and $28.2 million during the quarters ended June 30, 2005 and 2004, respectively.

SCHEDULE II

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	June 30, 2005		March 31, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	830,207	$	869,258
Accounts receivable, net		2,057,050		1,842,010
Inventories		1,511,004		1,518,866
Deferred income taxes		12,562		12,117
Other current assets		543,863		544,914
Total current assets		4,954,686		4,787,165
Property, plant and equipment, net		1,669,137		1,704,516
Deferred income taxes		690,950		684,952
Goodwill and other intangibles, net		3,461,484		3,502,189
Other assets		321,198		328,750
Total assets	$	11,097,455	$	11,007,572
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings and current portion of long-term debt	$	55,627	$	17,448
Current portion of capital lease obligations		8,332		8,718
Accounts payable		2,571,883		2,523,269
Other current liabilities		1,318,888		1,330,759
		3,954,730		3,880,194
Long-term debt, net of current portion:
Capital lease obligations		7,156		9,141
Zero Coupon Convertible Junior Subordinated Notes due 2008		200,000		200,000
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		507,487		490,270
Other		108,308		110,509
Other liabilities		179,080		193,760
Total shareholders’ equity		5,241,044		5,224,048
Total liabilities and shareholders’ equity	$	11,097,455	$	11,007,572