e10vq
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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 SEPTEMBER 30, 2004

OR

     
[   ]
  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
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
  NOT APPLICABLE
(I.R.S. EMPLOYER
IDENTIFICATION NO.)


MICHAEL E. MARKS
CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
ONE MARINA BOULEVARD, #28-00
SINGAPORE 018989
(65) 6890-7188
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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 [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

     As of November 1, 2004, there were 559,451,026 shares of the Registrant’s ordinary shares outstanding.



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FLEXTRONICS INTERNATIONAL LTD.

INDEX

         
    PAGE
       
    3  
    3  
    4  
    5  
    6  
    7  
    22  
    38  
    38  
       
    39  
    40  
    41  
    42  
    43  
 EXHIBIT 10.01
 EXHIBIT 10.02
 EXHIBIT 23.01
 EXHIBIT 31.01
 EXHIBIT 31.02
 EXHIBIT 32.01
 EXHIBIT 32.02

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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.:

We have reviewed the accompanying condensed consolidated balance sheet of Flextronics International Ltd. and subsidiaries (the “Company”) as of September 30, 2004, and the related condensed consolidated statements of operations and cash flows for the three-month and six-month periods ended September 30, 2004 and 2003. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with 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 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 standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of March, 31, 2004 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated June 14, 2004, 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, 2004 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
November 3, 2004

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FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
                 
    As of   As of
    September 30, 2004
  March 31, 2004
ASSETS:
               
Current Assets:
               
Cash and cash equivalents
  $ 694,551     $ 615,276  
Accounts receivable, net
    2,126,108       1,871,637  
Inventories
    1,416,688       1,179,513  
Deferred income taxes
    4,386       14,244  
Other current assets
    578,457       581,063  
 
   
 
     
 
 
Total current assets
    4,820,190       4,261,733  
Property, plant and equipment, net
    1,651,581       1,625,000  
Deferred income taxes
    681,715       604,785  
Goodwill
    2,788,118       2,653,372  
Other intangible assets, net
    57,072       68,060  
Prepayment related to pending acquisition
    289,367        
Other assets
    448,147       370,987  
 
   
 
     
 
 
Total assets
  $ 10,736,190     $ 9,583,937  
 
   
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY:
               
Current liabilities:
               
Bank borrowing and current portion of long-term debt
  $ 66,614     $ 96,287  
Current portion of capital lease obligations
    8,011       8,203  
Accounts payable
    2,700,503       2,145,174  
Other current liabilities
    1,116,540       1,127,253  
 
   
 
     
 
 
Total current liabilities
    3,891,668       3,376,917  
Long-term debt, net of current portion:
               
Capital lease obligation, net of current portion
    10,450       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
    184,593       181,422  
1% Convertible Subordinated Notes due 2010
    500,000       500,000  
6 1/2% Senior Subordinated Notes due 2013
    399,650       399,650  
Outstanding under revolving line of credit
    346,000       220,000  
Other
    98,250       100,446  
Other liabilities
    185,114       215,546  
Commitments and contingencies (Note I)
               
Shareholders’ equity:
               
Ordinary shares, S$0.01 par value, authorized - 1,500,000,000 shares; issued and outstanding – 559,404,388 and 529,944,282 shares as of September 30, 2004 and March 31, 2004, respectively
    3,308       3,135  
Additional paid-in capital
    5,365,948       5,014,990  
Accumulated deficit
    (555,527 )     (722,471 )
Accumulated other comprehensive income
    105,334       78,105  
Deferred compensation
    (6,257 )     (6,546 )
 
   
 
     
 
 
Total shareholders’ equity
    4,912,806       4,367,213  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 10,736,190     $ 9,583,937  
 
   
 
     
 
 

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
(In thousands, except per share amounts)
(Unaudited)
                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net sales
  $ 4,138,249     $ 3,503,242     $ 8,018,697     $ 6,609,919  
Cost of sales
    3,867,385       3,320,772       7,500,901       6,262,408  
Restructuring charges
    25,704       42,362       46,695       351,197  
 
   
 
     
 
     
 
     
 
 
Gross profit
    245,160       140,108       471,101       (3,686 )
Selling, general and administrative expenses
    139,022       108,940       280,618       225,355  
Intangibles amortization
    8,683       8,573       17,344       17,390  
Restructuring charges
    7,798       17,890       10,395       36,163  
Interest and other expense, net
    22,429       20,703       40,715       46,614  
Loss on early extinguishment of debt
          95,214             103,909  
 
   
 
     
 
     
 
     
 
 
Income (loss) before income taxes
    67,228       (111,212 )     122,029       (433,117 )
Benefit from income taxes
    (25,394 )     (11,122 )     (44,915 )     (43,312 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
  $ 92,622     $ (100,090 )   $ 166,944     $ (389,805 )
 
   
 
     
 
     
 
     
 
 
Earnings (loss) per share:
                               
Basic
  $ 0.17     $ (0.19 )   $ 0.31     $ (0.75 )
 
   
 
     
 
     
 
     
 
 
Diluted
  $ 0.16     $ (0.19 )   $ 0.29     $ (0.75 )
 
   
 
     
 
     
 
     
 
 
Weighted average shares used in computing per share amounts:
                               
Basic
    551,875       523,529       541,250       522,315  
 
   
 
     
 
     
 
     
 
 
Diluted
    582,206       523,529       575,110       522,315  
 
   
 
     
 
     
 
     
 
 

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
(In thousands)
(Unaudited)
                 
    Six Months Ended
    September 30,
    2004
  2003
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income (loss)
  $ 166,944     $ (389,805 )
Depreciation and amortization
    171,955       174,624  
Change in working capital and other
    (74,305 )     465,996  
 
   
 
     
 
 
Net cash provided by operating activities
    264,594       250,815  
 
   
 
     
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of property and equipment, net of dispositions
    (147,206 )     (66,084 )
Acquisitions of businesses, net of cash acquired
    (88,960 )     (29,324 )
Prepayments relating to pending acquisition
    (289,367 )      
Other investments and notes receivable
    (67,923 )     (46,741 )
 
   
 
     
 
 
Net cash used in investing activities
    (593,456 )     (142,149 )
 
   
 
     
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from bank borrowings and long-term debt
    632,975       998,164  
Repayments of bank borrowings and long-term debt
    (544,362 )     (755,646 )
Repayments of capital lease obligations
    (5,370 )     (7,515 )
Net proceeds from issuance of ordinary shares
    319,249       26,309  
Cash paid for early extinguishment of debt
          (91,647 )
 
   
 
     
 
 
Net cash provided by financing activities
    402,492       169,665  
 
   
 
     
 
 
Effect of exchange rate on cash
    5,645       (2,846 )
 
   
 
     
 
 
Net increase in cash and cash equivalents
    79,275       275,485  
Cash and cash equivalents at beginning of period
    615,276       424,020  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 694,551     $ 699,505  
 
   
 
     
 
 

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

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FLEXTRONICS INTERNATIONAL LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE A – ORGANIZATION OF THE COMPANY

Flextronics International Ltd. (“Flextronics” or the “Company”) was incorporated in the Republic of Singapore in May 1990. The Company is a leading provider of advanced electronics manufacturing services (EMS) to original equipment manufacturers (OEMs) that span a broad range of products and industry segments, including cellular phones, printers and imaging, telecom/datacom infrastructure, medical, automotive, industrial systems and consumer electronics. The Company’s strategy is to provide customers with a complete range of services that are designed to meet their product requirements throughout their product development life cycle. The Company provides customers with global end-to-end supply chain services that include design and related engineering, new product introduction, manufacturing, and logistics with the goal of delivering a complete packaged product. The Company also provides after-market services such as repair and warranty services as well as network and communications installation and maintenance.

In addition to the assembly of printed circuit boards and complete systems and products, the Company’s manufacturing services include the fabrication and assembly of plastic and metal enclosures, the fabrication of printed circuit boards and backplanes and the fabrication and assembly of photonics components. The Company also provides contract design and related engineering services which include all aspects of product design, including industrial and mechanical design, hardware design, embedded and application software development, semiconductor design, system validation and test development through which it offers its customers the choice of full product development, system integration, cost reductions and software application development.

In addition, the Company combines its design and manufacturing services to design, develop and manufacture complete products, such as cellular phones and other consumer-related devices that are sold by its OEM customers under the OEMs’ brand names. This service offering is referred to as original design manufacturing (ODM).

NOTE B – SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America 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, 2004 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- and six-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending March 31, 2005.

The Company’s fiscal year ends on March 31 of each year. The first and second fiscal quarters end on the Friday closest to the last day of each such fiscal quarter, and the third and fourth fiscal quarters end on December 31 and March 31, respectively.

Amounts included in the financial statements are expressed in U.S. dollars unless otherwise designated as Singapore dollars (S$) or Euros (€).

The accompanying condensed consolidated financial statements include the accounts of Flextronics and its wholly and majority-owned subsidiaries, after elimination of all intercompany accounts and transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and 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 could differ from those estimates and assumptions.

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Translation of Foreign Currencies

The financial position and results of operations of certain of the Company’s subsidiaries are measured using a currency other than the U.S. dollar as their functional currency. Accordingly, for these subsidiaries all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the respective balance sheet date. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries’ financial statements are reported as a separate component of shareholders’ equity.

Revenue Recognition

Revenue from manufacturing services is generally recognized upon shipment of the manufactured product to the customers under contractual terms, which are normally FOB shipping point. Revenue from other services and after-market services is recognized when the services have been performed. Upon shipment, title transfers, and the customer assumes the risks and rewards of ownership of the product.

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. Cost is comprised of direct materials, labor and overhead. The components of inventories, net of applicable lower of cost or market provision, were as follows (in thousands):

                 
    As of
    September 30,   March 31,
    2004
  2004
Raw materials
  $ 748,260     $ 622,905  
Work-in-process
    259,775       242,435  
Finished goods
    408,653       314,173  
 
   
 
     
 
 
 
  $ 1,416,688     $ 1,179,513  
 
   
 
     
 
 

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the related assets (three to thirty years), with the exception of building leasehold improvements, which are amortized over the term of the lease, if shorter. Repairs and maintenance costs are expensed as incurred.

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is measured by comparing its carrying amount to the projected undiscounted cash flows the property and equipment are expected to generate. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the fair value of the underlying asset.

Goodwill and Other Intangibles

Goodwill of the reporting units is tested for impairment on an annual basis on January 31st and between annual tests whenever events or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. . Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. Reporting units represent components of the Company for which discrete financial information is available to management, and for which management regularly reviews the operating results. For purpose of the annual goodwill impairment evaluation, the Company has identified two separate reporting units: Electronic Manufacturing Services and Network Services. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. Further, in the event that the carrying amount of the Company as a whole is greater than its market capitalization, there is a potential likelihood that some or all of its goodwill would be considered impaired.

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The following table summarizes the activity in the Company’s goodwill account (in thousands):

         
    Six Months Ended
    September 30, 2004
Balance as of March 31, 2004
  $ 2,653,372  
Additions
    124,243  
Foreign currency translation adjustments
    15,773  
Reclassification to other intangible assets (1)
    (5,270 )
 
   
 
 
Balance as of September 30, 2004
  $ 2,788,118  
 
   
 
 

(1) Reclassification resulting from the completion of the final allocation of the Company’s intangible assets acquired through certain business combinations in a period subsequent to the respective period of acquisition, based on the completion of third-party valuations.

All of the Company’s acquired intangible assets are subject to amortization over their estimated useful lives. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of an intangible may not be recoverable. Intangible assets are comprised of contractual agreements, patents and trademarks, developed technologies and other acquired intangibles. Contractual agreements, patents and trademarks, and developed technologies are amortized on a straight-line basis up to ten years. Other acquired intangibles related to favorable leases and customer lists are amortized on a straight-line basis over three to ten years. No residual value is estimated for the intangible assets. During the six-month period ended September 30, 2004, there were approximately $6.2 million of additions to intangible assets, primarily related to purchased patents and certain contractual agreements. The components of other intangible assets are as follows (in thousands):

                                                 
    As of September 30, 2004
  As of March 31, 2004
    Gross           Net   Gross           Net
    Carrying   Accumulated   Carrying   Carrying   Accumulated   Carrying
    Amount
  Amortization
  Amount
  Amount
  Amortization
  Amount
Intangible assets:
                                               
Contractual agreements
  $ 82,976     $ (45,029 )   $ 37,947     $ 77,706     $ (31,584 )   $ 46,122  
Patents and trademarks
    2,695       (1,223 )     1,472       2,611       (536 )     2,075  
Developed technologies
    500       (168 )     332       500       (84 )     416  
Other acquired intangibles
    32,566       (15,245 )     17,321       31,520       (12,073 )     19,447  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total
  $ 118,737     $ (61,665 )   $ 57,072     $ 112,337     $ (44,277 )   $ 68,060  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

Total intangible amortization expense recorded during the six months ended September 30, 2004 and September 30, 2003 was $17.3 million and $17.4 million, respectively. Expected future annual amortization expense is as follows (in thousands):

         
Fiscal years ending March 31,
  Amount
2005
  $ 17,963 (1)
2006
    16,503  
2007
    13,166  
2008
    5,368  
2009
    1,981  
Thereafter
    2,091  
 
   
 
 
Total amortization expenses
  $ 57,072  
 
   
 
 

(1) Represents estimated amortization for the six-month period ending March 31, 2005.

Deferred Income Taxes

The Company provides for income taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying the applicable statutory tax rate to such differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

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Accounting for Stock-Based Compensation

At September 30, 2004, the Company maintained six stock-based employee compensation plans. The Company accounts for its stock option awards to employees under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No compensation expense is recorded for options granted in which the exercise price equals or exceeds the market price of the underlying stock on the date of grant in accordance with the provisions of APB Opinion No. 25. The following table illustrates the effect on net income (loss) and earnings (loss) per share had the Company applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock Based Compensation,” to stock-based employee compensation.

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
    (In thousands, except per share amounts)
Net income (loss), as reported
  $ 92,622     $ (100,090 )   $ 166,944     $ (389,805 )
Add: Stock-based employee compensation expense included in reported net come (loss), net of tax
    557       470       1,028       832  
Less: Fair value compensation cost, net of tax
    (17,428 )     (12,087 )     (32,173 )     (29,805 )
 
   
 
     
 
     
 
     
 
 
Proforma net income (loss)
  $ 75,751     $ (111,707 )   $ 135,799       (418,778 )
 
   
 
     
 
     
 
     
 
 
Basic earnings (loss) per share:
                               
As reported
  $ 0.17     $ (0.19 )   $ 0.31     $ (0.75 )
 
   
 
     
 
     
 
     
 
 
Proforma
  $ 0.14     $ (0.21 )   $ 0.25     $ (0.80 )
 
   
 
     
 
     
 
     
 
 
Diluted earnings (loss) per share:
                               
As reported
  $ 0.16     $ (0.19 )   $ 0.29     $ (0.75 )
 
   
 
     
 
     
 
     
 
 
Proforma
  $ 0.13     $ (0.21 )   $ 0.24     $ (0.80 )
 
   
 
     
 
     
 
     
 
 
Weighted average number of shares:
                               
Basic
    551,875       523,529       541,250       522,315  
 
   
 
     
 
     
 
     
 
 
Diluted
    582,206       523,529       575,110       522,315  
 
   
 
     
 
     
 
     
 
 

The fair value of employee stock options granted and stock purchased under the Company’s employee share purchase plan were estimated at the date of grant using the Black-Scholes model and the following weighted average assumptions:

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Volatility
    82 %     85 %     82% - 83 %     83% - 85 %
Risk-free interest rate
    2.8 %     2.4 %     2.8% - 3.1 %     2.4 %
Dividend yield
    0.0 %     0.0 %     0.0 %     0.0 %
Expected option life
    3.8 years       3.8 years       3.8 years       3.8 years  

The following weighted average assumptions are used in estimating the fair value related to shares issued under the Company’s employee stock purchase plan:

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Volatility
    42 %     51 %     40% - 42 %     44% - 51 %
Risk-free interest rate
    1.4 %     1.4 %     1.4% - 1.6 %     1.4 %
Dividend yield
    0.0 %     0.0 %     0.0 %     0.0 %
Expected option life
    0.5 years       0.5 years       0.5 years       0.5 years  

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Due to the subjective nature of the assumptions used in the Black-Scholes model, the proforma net income (loss) and earnings (loss) per share disclosures may not reflect the associated fair value of the outstanding options.

The Company provides restricted stock grants to key employees under its 2002 Interim Incentive Plan. Shares awarded under the plan vest in installments over a five-year period and unvested shares are forfeited upon termination of employment. During the first half of fiscal year 2005, 85,000 shares of restricted stock were granted with a weighted average fair value on the date of grant of $14.66 per share. The unearned compensation associated with restricted stock grants amounted to $6.3 million and $6.5 million as of September 30, 2004 and March 31, 2004, respectively. These amounts are included in shareholders’ equity. Grants of restricted stock are recorded as compensation expense over the vesting period at the fair market value of the stock at the date of grant. During the six months ended September 30, 2004 and September 30, 2003, compensation expense related to the restricted stock grants amounted to approximately $1.0 million and $0.8 million, respectively.

NOTE C – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed using the weighted average number of ordinary shares outstanding during the applicable periods.

Diluted earnings (loss) per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the applicable periods. Ordinary share equivalents include ordinary shares issuable upon the exercise of stock options, and are computed using the treasury stock method, as well as shares issuable upon conversion of debt instruments.

Earnings (loss) per share data were computed as follows (in thousands, except per share amounts):

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Basic earnings (loss) per share:
                               
Net income (loss)
  $ 92,622     $ (100,090 )   $ 166,944     $ (389,805 )
Shares used in computation:
                               
Weighted average ordinary shares outstanding
    551,875       523,529       541,250       522,315  
 
   
 
     
 
     
 
     
 
 
Basic earning (loss) per share
  $ 0.17     $ (0.19 )   $ 0.31     $ (0.75 )
 
   
 
     
 
     
 
     
 
 
Diluted earnings (loss) per share:
                               
Net income (loss)
  $ 92,622       (100,090 )   $ 166,944     $ (389,805 )
Shares used in computation:
                               
Weighted average ordinary shares outstanding
    551,875       523,529       541,250       522,315  
Weighted average ordinary share equivalents from stock options and awards (1)
    11,283             13,661        
Weighted average ordinary share equivalents from convertible notes (2)
    19,048             20,199        
 
   
 
     
 
     
 
     
 
 
Weighted average ordinary shares and ordinary share equivalent shares outstanding
    582,206       523,529       575,110       522,315  
 
   
 
     
 
     
 
     
 
 
Diluted earning (loss) per share
  $ 0.16     $ (0.19 )   $ 0.29     $ (0.75 )
 
   
 
     
 
     
 
     
 
 


(1)   Due to the Company’s reported net losses, the ordinary share equivalents from stock options to purchase 14,151,915 and 11,999,452 shares outstanding were excluded from the computation of diluted earnings per share during the three and six months ended September 30, 2003, respectively, as the inclusion would have been anti-dilutive for that period.

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    Also, the ordinary share equivalents from stock options to purchase 41,318,346 and 30,342,649 shares outstanding during the three- and six-month periods ended September 30, 2004, and 19,483,348 and 21,320,277 shares during the three- and six-month periods ended September 30, 2003, respectively, were excluded from the computation of diluted earnings per share because the exercise price of these options was greater than the average market price of the Company’s ordinary shares during the respective periods.
 
(2)   Ordinary share equivalents from the zero coupon convertible junior subordinated notes of 19,047,617 shares outstanding were anti-dilutive for the three- and six-month periods ended September 30, 2003, and therefore not assumed to be converted for diluted earnings per share computation. Such shares were included as common stock equivalents during the three- and six-month periods ended September 30, 2004. In addition, the ordinary share equivalents from the principal portion of the 1% convertible subordinated notes due August 2010 are excluded from the computation of diluted earnings per share as the Company has the positive intent and ability to settle the principal amount of the notes in cash. The Company intends to settle any conversion spread (excess of conversion value over face value) in stock. Accordingly, 1,151,175 ordinary share equivalents from the conversion spread have been included in the shares used for computation of diluted earnings per share during the six-month period ended September 30, 2004.

NOTE D – OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the components of other comprehensive income (loss) (in thousands):

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net income (loss)
  $ 92,622     $ (100,090 )   $ 166,944     $ (389,805 )
Other comprehensive income (loss):
                               
Foreign currency translation adjustment, net of taxes
    13,087       3,381       28,194       85,223  
Unrealized holding gain (loss) on investments and derivative instruments, net of taxes
    467       6,548       (965 )     7,348  
 
   
 
     
 
     
 
     
 
 
Comprehensive income (loss)
  $ 106,176     $ (90,161 )   $ 194,173     $ (297,234 )
 
   
 
     
 
     
 
     
 
 

NOTE E — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

All derivative instruments are recorded on the balance sheet at fair value. If the derivative is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative is recorded in shareholders’ equity as a separate component of accumulated other comprehensive income and is recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are immediately recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the current period.

The Company is exposed to foreign currency exchange rate risk inherent in forecasted sales, cost of sales and assets and liabilities denominated in non-functional currencies. The Company has established currency risk management programs to protect against reductions in value and volatility of future cash flows caused by changes in foreign currency exchange rates. The Company enters into short-term foreign currency forward contracts to hedge only those currency exposures associated with certain assets and liabilities, mainly accounts receivable and accounts payable, and cash flows denominated in non-functional currencies.

As of September 30, 2004, the fair value of these short-term foreign currency forward contracts was recorded as a liability amounting to $3.3 million. At the same date, the Company had recorded in other comprehensive income deferred gains of approximately $3.6 million relating to the Company’s foreign currency forward contracts. These gains are expected to be recognized in earnings over the next twelve months. The gains and losses recognized in earnings due to hedge ineffectiveness were immaterial for all periods presented.

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NOTE F – TRADE RECEIVABLES SALES

The Company continuously sells a designated pool of trade receivables to a third party qualified special purpose entity, which in turn sells an undivided ownership interest to a conduit, administered by an unaffiliated financial institution. In addition to this financial institution, the Company participates in the securitization agreement as an investor in the conduit. The securitization agreement allows the operating subsidiaries participating in the securitization to receive a cash payment for sold receivables, less a deferred purchase price receivable. The Company’s share of the total investment varies depending on certain criteria, mainly the collection performance on the sold receivables. The agreement, which expires in March 2005, is subject to annual renewal. Currently, the unaffiliated financial institution’s maximum investment limit is $250 million. The Company has sold $403.3 million of its accounts receivable as of September 30, 2004, which represents the face amount of the total outstanding trade receivables on all designated customer accounts at that date. The Company received net cash proceeds of $191.3 million from the unaffiliated financial institution for the sale of these receivables during the second quarter of fiscal year 2005. The Company has a recourse obligation that is limited to the deferred purchase price receivable, which approximates 5% of the total sold receivables, and its own investment participation, the total of which was $217.4 million as of September 30, 2004.

The Company continues to service, administer and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 1.0% of serviced receivables per annum. The Company pays facility and commitment fees of up to 0.24% for unused amounts and program fees of up to 0.34% of outstanding amounts.

Additionally, during the second quarter of fiscal 2005, approximately $42.2 million of receivables were sold to a banking institution with limited recourse, which management believes is nominal. The outstanding balance was not included in the consolidated balance sheet as the criteria for sale treatment established by Statement of Financial Accounting Standards No. 140 (SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liability” have been met. The all-in cost of this transaction was approximately 2.5% on an annualized basis.

The accounts receivable balances that were sold were removed from the consolidated balance sheet and are reflected as cash provided by operating activities in the consolidated statement of cash flows.

NOTE G – RESTRUCTURING CHARGES

In recent years, the Company has initiated a series of restructuring activities in light of the global economic downturn. These activities, which are intended to realign the Company’s global capacity and infrastructure with demand by its OEM customers and thereby improve operational efficiency, include reducing excess workforce and capacity, and consolidating and relocating certain manufacturing and administrative facilities to lower cost regions.

The restructuring costs include employee severance, costs related to leased facilities, owned facilities that are no longer in use and are to be disposed of, leased equipment that is no longer in use and will be disposed of, and other costs associated with the exit of certain contractual agreements due to facility closures. The overall impact of these activities is that the Company has shifted its manufacturing capacity to locations with higher efficiencies and, in some instances, lower costs, and are better utilizing its overall existing manufacturing capacity. This has enhanced the Company’s ability to provide cost-effective manufacturing service offerings, which enables it to retain and expand the Company’s existing relationships with customers and attract new business. These restructuring activities were substantially complete as of March 31, 2004, with some smaller-scale activities occurring in fiscal year 2005.

The Company accounts for costs associated with restructuring activities initiated after December 31, 2002 in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” which supersedes previous accounting guidance, principally Emerging Issues Task force Issue (EITF) No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activities.” SFAS 146 requires that the liability for costs associated with exit or disposal of activities be recognized when the liability is incurred.

Fiscal Year 2005

The Company recognized restructuring charges of approximately $23.6 million and $33.5 million during the first and second quarters of fiscal year 2005 related to the impairment of certain long-term assets and other costs resulting from closures and consolidations of various manufacturing facilities. The Company has classified $21.0 million and $25.7 million of the charges associated with facility closures as a component of cost of sales during the first and second quarters of fiscal year 2005, respectively.

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The Company currently anticipates that the facility closures and activities to which all of these charges relate will be substantially completed within one year of the commitment dates of the respective activities, except for certain long-term contractual obligations. During the first and second quarters of fiscal year 2005, the Company recorded approximately $3.9 million and $10.9 million of other exit costs primarily associated with contractual obligations, of which approximately $1.8 million is classified as long-term obligations and will be paid throughout the term of the terminated leases.

As of September 30, 2004, assets that were no longer in use and held for sale totaled approximately $56.8 million, primarily representing manufacturing facilities located in the Americas and Europe that have been closed as part of the facility consolidations.

The components of the restructuring charges recorded during the first and second quarters of fiscal year 2005 were as follows (in thousands):

                             
    First   Second        
    Quarter
  Quarter
  Total
  Nature
Americas:
                           
Severance
  $ 1,793     $     $ 1,793      
Long-lived asset impairment
    365       125       490      
Other exit costs
    1,598       321       1,919      
 
   
 
     
 
     
 
     
Total restructuring charges
    3,756       446       4,202      
 
   
 
     
 
     
 
     
Asia:
                           
Severance
          872       872      
Long-lived asset impairment
          267       267      
Other exit costs
          1,220       1,220      
 
   
 
     
 
     
 
     
Total restructuring charges
          2,359       2,359      
 
   
 
     
 
     
 
     
Europe:
                           
Severance
    17,447       15,613       33,060      
Long-lived asset impairment
    100       5,743       5,843      
Other exit costs
    2,285       9,341       11,626      
 
   
 
     
 
     
 
     
Total restructuring charges
    19,832       30,697       50,529      
 
   
 
     
 
     
 
     
Total
                           
Severance
    19,240       16,485       35,725     Cash
Long-lived asset impairment
    465       6,135       6,600     Non-cash
Other exit costs
    3,883       10,882       14,765     Cash & non-cash
 
   
 
     
 
     
 
     
Total restructuring charges
  $ 23,588     $ 33,502     $ 57,090      
 
   
 
     
 
     
 
     

During the first six months of fiscal year 2005 the Company recorded approximately $35.7 million of employee termination costs associated with the involuntary terminations of 2,057 identified employees in connection with the various facility closures and consolidations. The identified involuntary employee terminations by reportable geographic region amounted to 270 for the Americas, 241 for Asia and 1,546 for Europe, respectively. Approximately $29.9 million of the charges were classified as a component of cost of sales.

During the first six months of fiscal year 2005 the Company also recorded approximately $6.6 million for the write-down of property and equipment and other assets associated with various manufacturing and administrative facility closures. Approximately $5.1 million of this amount was classified as a component of cost of sales.

The restructuring charges recorded during the first six months of fiscal year 2005 also included approximately $14.8 million for other exit costs. Approximately $11.7 million of the amount was classified as a component of cost of sales. Of this amount, customer disengagement costs amounted to approximately $5.5 million; facility lease obligations accounted for approximately $2.3 million, and facility abandonment and refurbishment costs accounted for approximately $2.9 million.

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The following table summarizes the provisions, payments and the accrual balance relating to restructuring costs incurred during the first and second quarters of fiscal year 2005 (in thousands):

                                 
            Long-Lived        
            Asset   Other    
    Severance
  Impairment
  Exit Costs
  Total
Activities during the first quarter:
                               
Provision
  $ 19,240     $ 465     $ 3,883     $ 23,588  
Cash payments
    (16,353 )           (949 )     (17,302 )
Non-cash charges
          (465 )           (465 )
 
   
 
     
 
     
 
     
 
 
Balance as of June 30, 2004
    2,887             2,934       5,821  
Activities during the second quarter:
                               
Provision
    16,485       6,135       10,882       33,502  
Cash payments
    (14,160 )           (3,135 )     (17,295 )
Non-cash charges
          (6,135 )     (6,624 )     (12,759 )
 
   
 
     
 
     
 
     
 
 
Balance as of September 30, 2004
    5,212             4,057       9,269  
Less:
                               
Current portion (classified as other current liabilities)
    (5,212 )           (2,242 )     (7,454 )
 
   
 
     
 
     
 
     
 
 
Accrued facility closure costs, net of current portion (classified as other long-term liabilities)
  $     $     $ 1,815     $ 1,815  
 
   
 
     
 
     
 
     
 
 

Fiscal Year 2004

The Company recognized restructuring charges of approximately $540.3 million during fiscal year 2004 related to the impairment of certain long-term assets and other costs resulting from closures and consolidations of various manufacturing facilities. The Company has classified $477.3 million of the charges associated with facility closures as a component of cost of sales during fiscal year 2004.

The Company anticipates that the facility closures and activities to which all of these charges relate will be substantially completed within one year of the commitment dates of the respective exit plans, except for certain long-term contractual obligations. The components of the restructuring charges during the quarters of fiscal year 2004 were as follows (in thousands):

                                             
    First   Second   Third   Fourth        
    Quarter
  Quarter
  Quarter
  Quarter
  Total
  Nature
Americas:
                                           
Severance
  $ 3,691     $ 14,072     $ 5,023     $ 3,623     $ 26,409      
Long-lived asset impairment
    64,844       18,024       2,273       8,247       93,388      
Other exit costs
    17,736       18,492       18,978       25,772       80,978      
 
   
 
     
 
     
 
     
 
     
 
     
Total restructuring charges
    86,271       50,588       26,274       37,642       200,775      
 
   
 
     
 
     
 
     
 
     
 
     
Asia:
                                           
Severance
                                 
Long-lived asset impairment
    111,340                         111,340      
Other exit costs
                                 
 
   
 
     
 
     
 
     
 
     
 
     
Total restructuring charges
    111,340                         111,340      
 
   
 
     
 
     
 
     
 
     
 
     
Europe:
                                           
Severance
    8,200       6,003       28,081       35,040       77,324      
Long-lived asset impairment
    114,388       1,497       8,008       2,539       126,432      
Other exit costs
    6,909       2,164       8,656       6,748       24,477      
 
   
 
     
 
     
 
     
 
     
 
     
Total restructuring charges
    129,497       9,664       44,745       44,327       228,233      
 
   
 
     
 
     
 
     
 
     
 
     

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    First   Second   Third   Fourth        
    Quarter
  Quarter
  Quarter
  Quarter
  Total
  Nature
Total:
                                           
Severance
    11,891       20,075       33,104       38,663       103,733     Cash
Long-lived asset impairment
    290,572       19,521       10,281       10,786       331,160     Non-cash
Other exit costs
    24,645       20,656       27,634       32,520       105,455     Cash & non-cash
 
   
 
     
 
     
 
     
 
     
 
     
Total restructuring charges
  $ 327,108     $ 60,252     $ 71,019     $ 81,969     $ 540,348      
 
   
 
     
 
     
 
     
 
     
 
     

During fiscal year 2004, the Company recorded approximately $103.7 million of employee termination costs associated with the involuntary terminations of 5,176 identified employees in connection with the various facility closures and consolidations. The identified involuntary employee terminations by reportable geographic region amounted to 2,083 and 3,093 for the Americas and Europe, respectively. As of September 30, 2004, the total employees terminated under these plans had reached approximately 4,900, while approximately 300 employees have been notified but not yet terminated. Approximately $84.6 million of the net charges were classified as a component of cost of sales during fiscal year 2004.

During fiscal year 2004 the Company also recorded approximately $331.2 million for the write-down of property and equipment associated with various manufacturing and administrative facility closures. Approximately $317.4 million of this amount was classified as a component of cost of sales in fiscal year 2004. Certain assets will remain in service until their anticipated disposal dates pursuant to the exit plans. For assets being held for use, impairment is measured as the amount by which the carrying amount exceeds the fair value of the asset. This calculation is measured at the asset group level, which is the lowest level for which there are identifiable cash flows. The fair value of assets held for use was determined based on projected discounted cash flows of the asset, plus salvage value. Certain other assets are held for sale, as these assets are no longer required in operations. For assets held for sale, depreciation ceases and an impairment loss is recognized if the carrying amount of the asset exceeds its fair value less cost to sell. Assets held for sale are included in other assets on the consolidated balance sheet.

The restructuring charges recorded during fiscal year 2004 also included approximately $105.5 million for other exit costs. Approximately $75.3 million of this amount was classified as a component of cost of sales in fiscal year 2004. Other exit costs included contractual obligations totaling $59.1 million, which were incurred directly as a result of the various exit plans. The contractual obligations consisted of facility lease terminations amounting to $46.2 million, equipment lease terminations amounting to $7.3 million and payments to suppliers and third parties to terminate contractual agreements amounting to $5.6 million. Expenses associated with lease obligations are estimated based on future lease payment, less any estimated sublease income. The Company expects to make payments associated with its contractual obligations with respect to facility and equipment leases through the end of fiscal year 2024, and through the end of 2005 with respect to the other contractual obligations with suppliers and third parties. Other exit costs also included charges of $17.7 million relating to asset impairments resulting from customer contracts that were terminated by the Company as a result of various facility closures. The Company had disposed of the impaired assets, primarily through scrapping and write-offs, by the end of fiscal year 2004. Other exit costs also included $4.1 million of net facility refurbishment and abandonment costs related to certain building repair work necessary to prepare the exited facilities for sale or to return the facilities to their respective landlords. The remaining $24.6 million primarily related to legal and consulting costs, and various government obligations for which the Company is liable as a direct result of its facility closures. The legal costs mainly relate to a settlement reached in November 2003 in the lawsuit with Beckman Coulter, Inc., relating to a contract dispute involving a manufacturing relationship between the companies. Pursuant to the terms of the settlement agreement, Flextronics agreed to a $23.0 million cash payment to Beckman Coulter to resolve the matter, and Beckman Coulter agreed to dismiss all pending claims against the Company and release the Company from any future claims relating to this matter.

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The following table summarizes the provisions, payments and the accrual balance relating to restructuring costs incurred during fiscal year ended March 31, 2004 (in thousands):

                                 
            Long Lived        
            Assets   Other    
    Severance
  Impairment
  Exit Costs
  Total
Balance as of March 31, 2004
  $ 22,376     $     $ 38,731     $ 61,107  
Activities during first quarter of fiscal year 2005:
                               
Cash payments
    (9,116 )           (7,999 )     (17,115 )
 
   
 
     
 
     
 
     
 
 
Balance as of June 30, 2004
    13,260             30,732       43,992  
Activities during second quarter of fiscal year 2005:
                               
Cash payments
    (3,721 )           (5,823 )     (9,544 )
 
   
 
     
 
     
 
     
 
 
Balance as of September 30, 2004
    9,539               24,909       34,448  
Less:
                               
Current portion (classified as other current liabilities)
    (8,639 )           (14,584 )     (23,223 )
 
   
 
     
 
     
 
     
 
 
Accrued facility closure costs, net of current portion (classified as other long-term liabilities)
  $ 900     $     $ 10,325     $ 11,225  
 
   
 
     
 
     
 
     
 
 

Fiscal Year 2003

The Company accounted for costs associated with restructuring activities initiated prior to December 31, 2002 in accordance with EITF No. 94-3.

The Company recognized restructuring and other charges of approximately $304.4 million during fiscal year 2003, of which $297.0 million related to the closures and consolidations of various manufacturing facilities and $7.4 million related to the impairment of investments in certain technology companies. As further discussed below, $179.4 million and $86.9 million of the charges relating to facility closures were classified as a component of cost of sales in the first and third quarters of fiscal year 2003, respectively.

The components of the net restructuring and other charges recorded during the first and third quarters of fiscal year 2003 were as follows (in thousands):

                             
    First   Third        
    Quarter
  Quarter
  Total
  Nature
Americas:
                           
Severance
  $ 21,053     $ 11,654     $ 32,707      
Long-lived asset impairment
    31,061       30,017       61,078      
Other exit costs
    42,287       31,086       73,373      
 
   
 
     
 
     
 
     
Total restructuring charges
    94,401       72,757       167,158      
 
   
 
     
 
     
 
     
Asia:
                           
Severance
    2,306       183       2,489      
Long-lived asset impairment
    5,072       (5,397 )     (325 )    
Other exit costs
    1,349       (1,677 )     (328 )    
 
   
 
     
 
     
 
     
Total restructuring charges
    8,727       (6,891 )     1,836      
 
   
 
     
 
     
 
     
Europe:
                           
Severance
    53,542       29,737       83,279      
Long-lived asset impairment
    20,146       (10,335 )     9,811      
Other exit costs
    23,551       11,320       34,871      
 
   
 
     
 
     
 
     
Total restructuring charges
    97,239       30,722       127,961      
 
   
 
     
 
     
 
     
Total
                           
Severance
    76,901       41,574       118,475     Cash
Long-lived asset impairment
    56,279       14,285       70,564     Non-cash
Other exit costs
    67,187       40,729       107,916     Cash & non-cash
 
   
 
     
 
     
 
     
Total restructuring charges
  $ 200,367     $ 96,588     $ 296,955      
 
   
 
     
 
     
 
     

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In connection with the facility closures, the Company developed plans to exit certain activities and involuntarily terminate employees. Management’s plan to exit an activity included the identification of duplicate manufacturing and administrative facilities for closure or consolidation into other facilities. The facility closures and activities to which all of these charges relate were substantially completed within one year of the commitment dates of the respective exit plans, except for certain long-term contractual obligations.

During fiscal year 2003, the Company recorded approximately $118.5 million of net employee termination costs associated with the involuntary terminations of 8,108 identified employees in connection with the various facility closures and consolidations. The identified involuntary employee terminations by reportable geographic region are as follows: 2,922 for the Americas, 4,896 for Asia and 290 for Europe. Approximately $59.6 million and $34.6 million of the net charges were classified as a component of cost of sales in the first and third quarters of fiscal year 2003, respectively. The third quarter charges reflect a reversal of prior period termination costs of approximately $5.8 million due to changes in estimated severance payment amounts and a reduction in the number employees that were previously identified for termination.

The restructuring charges recorded during fiscal year 2003 included $70.6 million for the net write-down of property, plant and equipment associated with various manufacturing and administrative facility closures from their carrying value of $121.4 million. Approximately $55.3 million and $9.5 million of this net amount were classified as a component of cost of sales in the first and third quarters of fiscal year 2003, respectively. Also included in long-lived asset impairment is approximately $1.0 million for the write-off of goodwill. The third quarter charges reflect a reversal of prior period restructuring charges of approximately $26.1 million due to changes in previously estimated fair values of certain property, plant and equipment. Certain assets were held for use and remained in service until their anticipated disposal dates pursuant to the exit plans. For assets being held for use, impairment is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of assets held for use was determined based on projected discounted cash flows of the asset, plus salvage value. Certain other assets were held for sale, as these assets were no longer required in operations. For assets being held for sale, depreciation ceases and an impairment loss was recognized if the carrying amount of the asset exceeds its fair value less cost to sell. Assets held for sale were included in Other Assets on the consolidated balance sheet.

The restructuring charges recorded during fiscal year 2003, also included approximately $107.9 million for other exit costs. Approximately $64.4 million and $42.8 million of this amount were classified as a component of cost of sales in the first and third quarters of fiscal year 2003, respectively. The third quarter charges reflect a reversal of prior period restructuring charges of approximately $7.3 million relating to revisions of previous estimates, primarily related to our ability to subsequently successfully negotiate reductions in certain contractual obligations. Other exit costs included contractual obligations totaling $75.6 million, which were incurred directly as a result of the various exit plans. The contractual obligations consisted of facility lease terminations amounting to $49.9 million, equipment lease terminations amounting to $14.4 million and payments to suppliers and third parties to terminate contractual agreements amounting to $11.3 million. Expenses associated with lease obligations are estimated based on future lease payment, less any estimated sublease income. The Company expects to make payments associated with its contractual obligations with respect to facility and equipment leases through the end of fiscal year 2017. Other exit costs also included charges of $19.7 million relating to asset impairments resulting from customer contracts that were terminated by the Company as a result of various facility closures. These asset impairments were determined based on the difference between the carrying amount and the realizable value of the impaired inventory and accounts receivable. The Company disposed of the impaired assets, primarily through scrapping and write-offs, by the end of fiscal year 2003. Other exit costs also included $11.0 million of net facility refurbishment and abandonment costs related to certain building repair work necessary to prepare the exited facilities for sale or to return the facilities to their respective landlords. The remaining $1.6 million primarily included incremental amounts of legal and consulting costs, and various government obligations for which the Company is liable as a direct result of its facility closures.

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The following table summarizes the provisions, payments and the accrual balance relating to restructuring costs initiated prior to March 31, 2003 (in thousands):

                                 
            Long Lived        
            Assets   Other    
    Severance
  Impairment
  Exit Costs
  Total
Balance as of March 31, 2004
  $ 4,720     $     $ 15,658     $ 20,378  
Activities during first quarter of fiscal year 2005:
                               
Cash payments
    (1,028 )           (4,127 )     (5,155 )
 
   
 
     
 
     
 
     
 
 
Balance as of June 30, 2004
    3,692             11,531       15,223  
Activities during second quarter of fiscal year 2005:
                               
Cash payments
    (719 )           (2,186 )     (2,905 )
 
   
 
     
 
     
 
     
 
 
Balance as of September 30, 2004
    2,973             9,345       12,318  
Less:
                               
Current portion (classified as other current liabilities)
    (1,547 )           (4,636 )     (6,183 )
 
   
 
     
 
     
 
     
 
 
Accrued facility closure costs, net of current portion (classified as other long-term liabilities)
  $ 1,426     $     $ 4,709     $ 6,135  
 
   
 
     
 
     
 
     
 
 

NOTE H – GEOGRAPHIC REPORTING

The Company operates and is managed internally by two operating segments that have been combined for operating segment disclosures, as they do not meet the quantitative thresholds for separate disclosure established in SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer.

Geographic information as of and for the periods presented is as follows (in thousands):

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net sales:
                               
Asia
  $ 2,261,951     $ 1,756,356     $ 4,185,953     $ 3,154,621  
Americas
    631,153       495,378       1,253,447       967,812  
Europe
    1,455,700       1,338,723       3,012,455       2,733,844  
Intercompany eliminations
    (210,555 )     (87,215 )     (433,158 )     (246,358 )
 
   
 
     
 
     
 
     
 
 
 
  $ 4,138,249     $ 3,503,242     $ 8,018,697     $ 6,609,919  
 
   
 
     
 
     
 
     
 
 
                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Income (loss) before income taxes:
                               
Asia
  $ 89,454     $ 61,803     $ 170,566     $ 987  
Americas
    7,265       (64,450 )     19,024       (159,515 )
Europe
    (13,453 )     10,148       (28,861 )     (121,595 )
Intercompany eliminations
    (16,038 )     (118,713 )     (38,700 )     (152,994 )
 
   
 
     
 
     
 
     
 
 
 
  $ 67,228     $ (111,212 )   $ 122,029     $ (433,117 )
 
   
 
     
 
     
 
     
 
 
                 
    As of   As of
    September 30, 2004
  March 31, 2004
Long-lived assets, net:
               
Asia
  $ 727,963     $ 700,262  
Americas
    446,845       402,031  
Europe
    476,773       522,707  
 
   
 
     
 
 
 
  $ 1,651,581     $ 1,625,000  
 
   
 
     
 
 

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Revenues are generally attributable to the country in which the product is manufactured.

For purposes of the preceding tables, “Asia” includes China, Japan, India, Indonesia, Korea, Malaysia, Mauritius, Singapore, Taiwan and Thailand; “Americas” includes Argentina, Brazil, Columbia, Canada, Mexico Venezuela and the United States, “Europe” includes Austria, the Czech Republic, Denmark, Finland, France, Germany, Hungary, Ireland, Israel, Italy, Netherlands, Norway, Poland, Portugal, Scotland, South Africa, Sweden, Switzerland, Ukraine and the United Kingdom.

During the six months ended September 30, 2004, net sales generated from Singapore, the principal country of domicile, were approximately $111.8 million.

NOTE I – COMMITMENTS AND CONTINGENCIES

Between June and August 2002, Flextronics and certain of its officers and directors were named as defendants in several securities class action lawsuits, seeking an unspecified amount of damages, which were filed in the United States District Court for the Southern District of New York. Plaintiffs filed these actions on behalf of those who purchased, or otherwise acquired, the Company’s ordinary shares between January 18, 2001 and June 4, 2002, including those who purchased ordinary shares in our secondary offerings on February 1, 2001 and January 7, 2002. These actions generally allege that, during this period, the defendants made misstatements to the investing public about the financial condition and prospects of the Company. On April 23, 2003, the Court entered an order transferring these lawsuits to the United States District Court for the Northern District of California. In July 2003, Flextronics filed a motion to dismiss on behalf of the Company and the individual defendants and in November 2003 the Court entered an order granting defendants’ motion to dismiss without prejudice. Plaintiffs filed an amended complaint in January 2004 and defendants again moved to dismiss the complaint.

In May 2004, before a hearing on the motion to dismiss was to take place, the parties reached a tentative settlement of all claims in the lawsuit and the defendants withdrew their motion. The settlement is funded entirely with funds from the Company’s Officers’ and Directors’ insurance. On July 28, 2004, the Court entered an order preliminarily approving the settlement and on November 2, 2004, the Court entered an order approving final settlement.

The Company is also subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

NOTE J – ACQUISITIONS AND STRATEGIC INVESTMENTS

During the six months ended September 30, 2004, the Company completed certain acquisitions that were not individually significant to the Company’s results of operations and financial position for the period. The aggregate cash purchase price for the acquisitions amounted to approximately $86.9 million, net of cash acquired. In addition, the Company issued approximately 2.8 million ordinary shares, which equated to approximately $29.9 million, as part of the purchase price for the acquisitions. The fair value of the ordinary shares issued was determined based on the quoted market prices of the Company’s ordinary shares for a reasonable period, generally three days, before and after the date the terms of the acquisitions were agreed to and announced. The fair value of the net liabilities acquired through these acquisitions totaled approximately $34.0 million. The costs of the acquisitions have been allocated on the basis of the estimated fair value of assets acquired and liabilities assumed. The purchase price for certain of these acquisitions is subject to adjustments for contingent consideration, based upon the businesses achieving specified levels of earnings through December 31, 2010. The contingent consideration has not been recorded as part of the purchase price, pending the outcome of the contingency.

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Additionally, during the six months ended September 30, 2004, the Company paid approximately $2.1 million in cash, and issued approximately 63,000 ordinary shares for contingent purchase price adjustments relating to certain historical acquisitions.

All of the above acquisitions were accounted for using the purchase method of accounting, and accordingly, the results of the acquired businesses were included in the Company’s consolidated statements of operations from the acquisition dates forward. Comparative proforma information has not been presented, as the results of the operations of the acquired businesses were not material to the Company’s consolidated financial statements on either an individual or an aggregate basis. Goodwill and intangibles resulting from these acquisitions during the first six months of fiscal year 2005, as well as contingent purchase price adjustments for certain historical acquisitions, totaled approximately $124.2 million. The Company has not finalized the allocation of the consideration for certain of its recently completed acquisitions and expects to complete this by the end of the third quarter of fiscal year 2005.

Strategic Transaction with Nortel Networks.

On June 29, 2004, the Company entered into a definitive asset purchase agreement with Nortel Networks (Nortel) providing for the purchase of certain Nortel Networks’ optical, wireless, wireline and enterprise manufacturing operations and optical design operations by Flextronics.

Subject to closing the asset acquisition, Flextronics will provide the majority of Nortel Networks’ systems integration activities, final assembly, testing and repair operations, along with the management of the related supply chain and suppliers, under a four-year manufacturing agreement. Additionally, under a three-year design services agreement, Flextronics will provide Nortel Networks with design services for end-to-end, carrier grade optical network products. As part of this transaction, Flextronics anticipates hiring approximately 2,350 Nortel Networks’ manufacturing employees and approximately 150 optical design engineers. The assets to be acquired consist primarily of inventory and capital equipment currently in use. The transfer of assets began in November 1, 2004 with the transfer of the optical design groups in Canada and Northern Ireland, and the completion of the transaction is expected by May 2005.

The Company anticipates that the aggregate purchase price for the assets acquired will be in the range of approximately $675 million to $725 million. The purchase price will be allocated to the fair value of the acquired assets, which management currently estimates will be approximately $415 million to $465 million for inventory, approximately $60 million for fixed assets, and the remaining $200 million for intangible assets. It is currently expected that the majority of the cash payments will be made in four quarterly installments in calendar 2005.

If any of the acquired inventories has not been used by the first anniversary of the applicable closing date, the Company will have a “put” right under which, subject to certain closing conditions, it may then sell that inventory back to Nortel Networks. Similarly, if any of the acquired equipment is unused at the first anniversary of the applicable closing date, then subject to certain conditions, the Company will be entitled to sell it back to Nortel. The Company intends to use its working capital balances and borrowings to fund the purchase price for the assets to be acquired. The acquisition is subject to certain closing conditions.

Hughes Software Acquisition.

On June 8, 2004, the Company entered into a definitive agreement with Hughes Network Systems, Inc., providing for the purchase of approximately fifty-five percent (55%) of the outstanding shares of Hughes Software Systems Limited (HSS), an India-based company that provides software products and services for fixed and mobile networks for both voice and data. Upon entering the agreement, approximately $226.5 million in cash consideration was paid to Hughes Network Systems. The Company then made an open offer to purchase an additional twenty percent (20%) of HSS’s outstanding shares from the other shareholders of HSS. On July 9, 2004, the Company appointed its nominees to a majority of the seats on the board of directors of HSS and in October 2004, the Company completed the acquisition, acquiring approximately 70% of the total outstanding shares of HSS for total cash consideration of approximately $289.4 million.

NOTE K – EQUITY OFFERING

On July 27, 2004, the Company completed a public offering of 24,330,900 of its ordinary shares for which the Company received net proceeds of approximately $299.8 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 that 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 discussed below in “Certain Factors Affecting Operating Results.” Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements.

OVERVIEW

We are a leading provider of advanced electronics manufacturing services (EMS) to original equipment manufacturers (OEMs) that span a broad range of products and industry segments, including cellular phones, printers and imaging, telecom/datacom infrastructure, medical, automotive, industrial systems and consumer electronics.

We provide a complete range of services that are designed to meet our customers’ product requirements throughout their product development life cycle. Our strategy is to provide customers with global end-to-end supply chain services that include design and related engineering, new product introduction, manufacturing, and logistics with the goal of delivering a complete product solution. We also provide after-market services such as repair and warranty services, as well as network and communications installation and maintenance. By working closely with our customers and being highly responsive to their requirements throughout the design and supply chain process, we believe that we can be an integral part of their operations, accelerate their time-to-market and time-to-volume production, and reduce their product costs.

We have become one of the world’s largest EMS providers, with revenues of $14.5 billion in fiscal year 2004 and over 12.5 million manufacturing square feet in 29 countries across five continents as of March 31, 2004. We believe that our size, global presence, broad service offerings and expertise, and advanced engineering and design capabilities enable us to win large programs from leading multinational OEMs for the design and manufacturing of electronic products.

Our revenue is generated from sales of our services to our customers, which include industry leaders such as Alcatel SA, Casio Computer Co., Ltd., Dell Computer Corporation, Ericsson Telecom AB, Hewlett-Packard Company, Microsoft Corporation, Motorola, Inc., Siemens AG, Sony-Ericsson, Telia Companies, and Xerox Corporation. A majority of our sales come from a small number of customers. Our ten largest customers during the six months ended September 30, 2004 accounted for approximately 64% of our total net sales, with Sony-Ericsson and Hewlett-Packard Company accounting for approximately 14% and 11% of the total net sales, respectively. No other customer accounted for more than 10% of net sales in the six months ended September 30, 2004. For any particular customer, we may be engaged in programs to manufacture a number of products, or may be manufacturing a single product or product line. In addition, our revenue is generated from a variety of industries. For the six-month period ended September 30, 2004, we derived:

  approximately 34% of our revenues from customers in the handheld devices industry, whose products include cellular phones, pagers and personal digital assistants;
 
  approximately 24% of our revenues from customers in the computers and office automation industry, whose products include copiers, scanners, graphic cards, desktop and notebook computers, and peripheral devices such as printers and projectors;
 
  approximately 15% of our revenues from providers of communications infrastructure, whose products include equipment for optical networks, cellular base stations, radio frequency devices, telephone exchange and access switches, and broadband devices;
 
  approximately 10% of our revenues from the consumer devices industry, whose products include set-top boxes, home entertainment equipment, cameras and home appliances;
 
  approximately 7% of our revenues from providers of information technologies infrastructure, whose products include servers, workstations, storage systems, mainframes, hubs and routers; and
 
  approximately 10% of our revenues from customers in a variety of other industries, including the medical, automotive, industrial and instrumentation industries.

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Our gross profit is affected by a number of factors, including the number and size of new manufacturing programs, product mix, capacity utilization and the expansion and consolidation of manufacturing facilities. Typically, a new program will contribute relatively less to our gross profit in its early stages, as manufacturing volumes are low and result in inefficiencies and unabsorbed manufacturing overhead costs. As volumes increase, the contribution to gross profit and to profit margin often increases due to the ability to leverage improved utilization rates and overhead absorption. In addition, different programs can contribute different gross margins depending on factors such as the types of services involved, location of production, size of the program, complexity of the product, and level of material costs associated with the associated products. As a result, our gross margin varies from period to period.

The EMS industry has experienced rapid change and growth over the past decade. The demand for advanced manufacturing capabilities and related supply chain management services has escalated, as an increasing number of OEMs outsource some or all of their manufacturing requirements. However, many OEMs experienced a significant reduction in demand beginning in 2000, due to the technology and the worldwide downturns. This resulted in significant reductions in EMS industry production requirements. In fiscal year 2004, a number of OEMs began to experience a return to growth, while others experienced a continued economic downturn. Additionally, severe price pressure on our customers in their end markets has led to increased demand for EMS production capacity in the lower-cost regions of the world, such as China, Mexico, and Eastern Europe, where Flextronics has a significant presence. We have responded by making strategic decisions to exit certain activities and involuntarily terminate employees to optimize the operating efficiencies that can be provided by our global presence and to reduce our workforce and our manufacturing capacity.

Over the past several years, we have completed numerous strategic transactions with OEM customers, including, among others, Xerox, Alcatel, Casio and Ericsson. These strategic transactions have expanded our customer base, provided end-market diversification, and contributed to a significant portion of our revenue growth. Under these arrangements, we generally acquire inventory, equipment and other assets from the OEMs, and lease or acquire their manufacturing facilities, while simultaneously entering into multi-year supply agreements for the production of their products. These agreements generally do not require any minimum volumes of purchases by the OEM. We intend to continue to pursue these OEM divestiture transactions in the future.

On June 29, 2004, we entered into a definitive asset purchase agreement with Nortel Networks providing for the purchase of certain Nortel Networks’ optical, wireless, wireline and enterprise manufacturing operations and optical design operations by us.

Subject to closing the asset acquisition, we will provide the majority of Nortel Networks’ systems integration activities, final assembly, testing and repair operations, along with the management of the related supply chain and suppliers, under a four-year manufacturing agreement. Additionally, under a three-year design services agreement, Flextronics will provide Nortel Networks with design services for end-to-end, carrier grade optical network products. As part of this transaction, Flextronics anticipates hiring approximately 2,350 Nortel Networks’ manufacturing employees and approximately 150 optical design engineers.

The assets to be acquired consist primarily of inventory and capital equipment currently in use. The transfer of assets began on November 1, 2004 with the transfer of the optical design groups in Canada and Northern Ireland, and the completion of the transaction is expected by May 2005. During this time period, Flextronics’ revenues from Nortel Networks will increase each quarter, and we anticipate approximately $100 million in revenues from Nortel Networks in fiscal year 2005. Following completion of the asset transfers, we expect that our revenues from Nortel Networks should reach approximately $2.5 billion on an annualized basis (assuming Nortel’s sales of those products that we will manufacture remain at current levels). However, our sales to Nortel Networks may differ from our current expectations.

We anticipate that the aggregate purchase price for the assets acquired will be in the range of approximately $675 million to $725 million. We will allocate the purchase price to the fair value of the acquired assets, which we currently estimate will be approximately $415 million to $465 million for inventory, approximately $60 million for fixed assets, and the remaining $200 million for intangible assets. It is currently expected that the majority of the cash payments will be made in four quarterly installments in calendar 2005. If any of the acquired inventories has not been used by the first anniversary of the applicable closing date, we will have a “put” right under which, subject to certain closing conditions, we may then sell that inventory back to Nortel Networks. Similarly, if any of the acquired equipment is unused at the first anniversary of the applicable closing date, then subject to certain conditions, we will be entitled to sell it back to Nortel Networks. We intend to use our working capital balances and borrowings to fund the purchase price for the assets to be acquired.

As a result of the transaction, we will acquire or lease approximately 1.1 million square feet of facilities from Nortel Networks, which represents approximately 50% of the space currently used by Nortel Networks for the activities to be

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transferred to Flextronics. We will initially occupy portions of the facilities from Nortel Networks in Canada and the United Kingdom under three-year leases, and will purchase Nortel Networks’ manufacturing facility in France. The space we lease may be reduced by us over the three-year term of the leases.

Nortel Networks currently uses the facilities and assets that will be transferred to Flextronics primarily for systems integration and final assembly of products that it then sells to its customers, which include wireless service providers, large businesses, small businesses and home offices, government agencies, educational institutions, utility organizations, local and long-distance telephone companies, cable multiple system operators, Internet service providers and other communications service providers. These facilities are currently operated by Nortel Networks as cost centers for internal reporting purposes, with no allocation of revenues when the products manufactured at the manufacturing facilities are transferred to other Nortel Networks’ operations.

The manufacturing activities that will be performed by Flextronics for Nortel Networks include not only systems integration activities, final assembly, testing and repair operations, but also the fabrication of printed circuit boards, fabrication of enclosures and printed circuit board assembly. After we acquire these facilities, the operations will be operated as profit centers by Flextronics and we will generate revenue and earnings from the sale of products to Nortel Networks. Flextronics will have no contact with Nortel Networks’ end user customers with regards to the sale of these products, and sales to Nortel’s customers will continue to be made by Nortel Networks in the same manner as currently conducted by Nortel.

The nature of the revenue producing activities currently performed by Nortel Networks is substantially different from the nature of such activities to be performed by Flextronics after the transfer of assets. Flextronics does not believe there is sufficient continuity of operations prior to and after the transaction with Nortel Networks such that disclosure of historical and pro forma financial information relating to the manufacturing operations would be material to an understanding of Flextronics’ future operations. There will be fundamental differences regarding the revenue producing activities, manufacturing costs, manufacturing locations, personnel, sales force, customer base, and distribution and marketing efforts, as a result of which historical and pro forma financial information would not be comparable or meaningful.

On June 8, 2004, we entered into a definitive agreement with Hughes Network Systems, Inc., providing for the purchase of approximately fifty-five percent (55%) of the outstanding shares of Hughes Software Systems Limited (HSS) for approximately $226 million in cash. We then made an open offer to purchase an additional twenty percent (20%) of HSS’s outstanding shares from the other shareholders for cash consideration of approximately $83 million. On July 9, 2004, we appointed our nominees to a majority of the seats on the board of directors of HSS and in October 2004, we completed the acquisition, acquiring approximately 70% of the total outstanding shares of HSS for total cash consideration of approximately $289.4 million. HSS is based in India and provides software for fixed and mobile networks for both voice and data. HSS offers Voice over Packets (VoP), SS7, broadband and wireless (GPRS/UMTS) products that provide customers with open architecture solutions, and also develops custom applications for customers. HSS employs approximately 2,400 employees worldwide, with development centers located in New Delhi and Bangalore, India and Nuremberg, Germany.

We have actively pursued business acquisitions and strategic transactions with customers to expand our global presence and service offerings, and to diversify our customer base. Accordingly, we made a number of other acquisitions and strategic transactions during the six months ended September 30, 2004. The transactions were accounted for using the purchase method, and the Company’s consolidated financial statements include the operating results of each business from the date of acquisition. Proforma results of operations have not been presented, as the effects of these acquisitions were not material on either individual or aggregate basis.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For further discussion of our significant accounting policies, refer to Note 2, “Summary of Accounting Policies,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004. See also the Notes to Condensed Consolidated Financial Statements in this report on Form 10-Q.

Long-Lived Assets

We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds its fair value. Recoverability of property and equipment is measured by comparing its carrying amount to the projected discounted cash flows the property and equipment are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property and equipment exceeds its fair value.

We evaluate goodwill and other intangibles for impairment on an annual basis and whenever events or changes in

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circumstances indicate that the carrying amount may not be recoverable from its estimated future cash flows. Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second test is performed to measure the amount of impairment loss. If, at the time of our annual evaluation, the net asset value (or “book value”) of any reporting unit is greater than its fair value, some or all of the related goodwill would likely be considered to be impaired. To date, we have not recognized any impairment of our goodwill and other intangible assets in connection with our impairment evaluations. However, we have recorded impairment charges in connection with our restructuring activities.

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our customers’ financial condition and make provisions for doubtful accounts based on the outcome of our credit evaluations. We evaluate the collectibility of our accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables. Unanticipated changes in the liquidity or financial position of our customers may require additional provisions for doubtful accounts.

Inventory Valuation

Our inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. Our industry is characterized by rapid technological change, short-term customer commitments and rapid changes in demand. We make provisions for estimated excess and obsolete inventory based on our regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. If actual market conditions or our customers’ product demands are less favorable than those projected, additional provisions may be required. In addition, unanticipated changes in liquidity or financial position of our customers and/or changes in economic conditions may require additional provisions for inventories due to our customers’ inability to fulfill their contractual obligations with regard to inventory being held on their behalf.

Exit Costs

We recognized restructuring charges during the first and second quarters of fiscal year 2005, in fiscal year 2004 and fiscal year 2003, related to our plans to close or consolidate duplicate manufacturing and administrative facilities. In connection with these activities, we recorded restructuring charges for employee termination costs, long-lived asset impairment and other exit-related costs.

The recognition of the restructuring charges required that we make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. If our actual results in exiting these facilities differ from our estimates and assumptions, we may be required to revise the estimates of future liabilities, requiring the recording of additional restructuring charges or the reduction of liabilities already recorded. At the end of each reporting period, we evaluate the remaining accrued balances to ensure that no excess accruals are retained and the utilization of the provisions are for their intended purpose in accordance with developed exit plans.

Further discussion on our restructuring activities is provided in the “Notes to Condensed Consolidated Financial Statements, Note G – Restructuring Charges.”

Deferred Income Taxes

Our deferred income tax assets represent temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years, including net operating loss carryforwards. Based on estimates, the carrying value of our net deferred tax assets assumes that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. If these estimates and related assumptions change in the future, we may be required to increase our valuation allowance against the deferred tax assets resulting in additional income tax expense.

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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 consolidated financial statements and notes thereto included in this document.

                                 
    Three Months Ended   Six Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net sales
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of sales
    93.5       94.8       93.5       94.7  
Restructuring charges
    0.6       1.2       0.6       5.3  
 
   
 
     
 
     
 
     
 
 
Gross profit
    5.9 %     4.0 %     5.9 %     0.0 %
Selling, general and administrative expenses
    3.4       3.1       3.5       3.4  
Intangibles amortization
    0.2       0.2       0.2       0.3  
Restructuring charges
    0.2       0.6       0.1       0.6  
Interest and other expense, net
    0.5       0.6       0.5       0.7  
Loss on early extinguishment of debt
    0.0       2.7       0.0       1.6  
 
   
 
     
 
     
 
     
 
 
Income (loss) before income taxes
    1.6 %     (3.2 )%     1.6 %     (6.6 )%
Benefit from income taxes
    (0.6 )     (0.3 )     (0.5 )     (0.7 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
    2.2 %     (2.9 )%     2.1 %     (5.9 )%
 
   
 
     
 
     
 
     
 
 

Net Sales

Net sales for the second quarter of fiscal year 2005 were $4.1 billion, representing an increase of $635.0 million, or 18.1%, from $3.5 billion in the second quarter of fiscal year 2004. The increase in net sales was attributable to (i) the expansion of existing customer programs in the handheld device industry, which provided an increase of $222.6 million in net sales; (ii) an increase of $122.5 million in net sales to providers of communication infrastructure products, (iii) an increase of $110.2 million in net sales to customers in the computer and office automation industries; and (iv) an increase of $144.3 million in net sales to customers in the industrial, medical and automotive industries. The $635.0 million increase in net sales by region is as follows: Asia $443.3 million, Americas $128.1 million, and Europe $63.6 million.

Net sales for the six months ended September 30, 2004 amounted to $8.0 billion, representing an increase of $1.4 billion, or 21.3%, from $6.6 billion in the first six months of fiscal year 2004. The increase in net sales was mainly attributed to (i) the expansion of existing customer programs in the handheld device industry, which increased $672.9 million; (ii) an increase of $304.4 million in net sales to providers of communication infrastructure products; and (iii) and increase of $431.5 million generated from customers in the computer and office automation, industrial, automotive and medical industries. The $1.4 billion increase in net sales by region is as follows: $909.9 million in Asia, $281.8 in the Americas, and $217.1 in Europe.

Our ten largest customers during the six-month period ended September 30, 2004 accounted for approximately 64% of the total net sales, with Sony-Ericsson and Hewlett-Packard Company accounting for 14% and 11% of our net sales, respectively. In the six-month period ended September 30, 2003, our ten largest customers accounted for approximately 68% of net sales, with Sony-Ericsson and Hewlett-Packard Company accounting for 12% and 13% of net sales, respectively. No other customer accounted for more than 10% of net sales during these periods.

Gross Margin

Our gross margin can vary from period to period and is affected by a number of factors, including product mix, component costs and availability, product lifecycles, unit volumes, startup, expansion and consolidation of manufacturing facilities, capacity utilization, pricing, competition and new product introductions.

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Gross margin for the second quarter of fiscal year 2005 increased 190 basis points to 5.9% from 4.0% in the second quarter of fiscal year 2004. The increase is mainly attributable to 130 basis-point decrease in cost of sales resulting primarily from better absorption of fixed costs that resulted from the restructuring activities and the increase in net sales, combined with a 60 basis-point decrease in restructuring charges that were included as a component of cost of sales. The restructuring charges related to the consolidation and closure of various facilities, which is described in more detail below in the section entitled, “Restructuring Charges.

Gross margin for the first six months of fiscal year 2005 was 5.9%, up from 0% in the first six months of fiscal year 2004. The increase is mainly attributed to the 470 basis-point decrease in restructuring charges, combined with 120 basis-point decrease in cost of sales resulting primarily from better absorption of fixed costs that stemmed from the restructuring activities and the increase in net sales. The restructuring charges related to the consolidation and closure of various facilities, which is described in more detail below in the section entitled, “Restructuring Charges.

Restructuring Charges

In recent years, we have initiated a series of restructuring activities in light of the global economic downturn. These activities, which are intended to realign our global capacity and infrastructure with demand by our OEM customers and thereby improve our operational efficiency, include reducing excess workforce and capacity, consolidating and relocating certain manufacturing facilities to lower-cost regions, and consolidating and relocating certain administrative facilities.

The restructuring costs include employee severance, costs related to leased facilities, owned facilities that are no longer in use and are to be disposed of, leased equipment that is no longer in use and will be disposed of, and other costs associated with the exit of certain contractual agreements due to facility closures. The overall impact of these activities is that we have shifted our manufacturing capacity to locations with higher efficiencies and, in some instances, lower costs, and are better utilizing our overall existing manufacturing capacity. This has enhanced our ability to provide cost-effective manufacturing service offerings, which enables us to retain and expand our existing relationships with customers and attract new business. Our restructuring activities were substantially complete as of March 31, 2004, and we believe we are realizing our anticipated benefits from these efforts. We continue to monitor our operational efficiency and may utilize similar measures in the future to realign our operations relative to future customer demand. As a result, we may be required to take additional charges in the future. We cannot predict the timing or amount of any future restructuring charges. If we are required to take additional restructuring charges in the future, it could have a material adverse impact on operating results, financial position and cash flows.

During the second quarter of fiscal year 2005, we recognized restructuring charges of approximately $33.5 million relating to the closure and consolidations of, as well as impairment of certain long-lived assets at, various manufacturing facilities. Restructuring charges recorded by reportable geographic regions are as follows: $0.4 million for Americas, $2.4 million for Asia, and $30.7 million for Europe. The associated involuntary employee terminations identified by geographic regions were 241 for Asia and 862 for Europe. Approximately $25.7 million of the restructuring charges were classified as a component of cost of sales.

During the first six months of fiscal year 2005, we recognized restructuring charges of approximately $57.1 million relating to the closure and consolidations of, as well as impairment of certain long-lived assets at, various manufacturing facilities. Restructuring charges recorded by reportable geographic regions are as follows: $4.2 million for Americas, $2.4 million for Asia, and $50.5 million for Europe. The associated involuntary employee terminations identified by geographic regions were 270 for Americas, 241 for Asia and 1,546 for Europe. Approximately $46.7 million of the restructuring charges were classified as a component of cost of sales.

During fiscal year 2004, we recognized restructuring charges of approximately $540.3 million, which related to the closures and consolidations, and impairment of certain long-lived assets, at various manufacturing facilities. Restructuring charges recorded by reportable geographic region amounted to $200.8 million, $111.3 million and $228.2 million, for the Americas, Asia and Europe, respectively. The associated involuntary employee terminations identified by reportable geographic region amounted to 2,083 and 3,093 for the Americas and Europe, respectively. Approximately $477.3 million of the restructuring charges were classified as a component of cost of sales.

We believe that the potential savings in cost of goods sold achieved through lower depreciation and reduced employee expenses will be offset in part by reduced revenues at the affected facilities. In addition, we may incur further restructuring charges in the future as we continue to reconfigure our operations in order to address excess capacity concerns that may arise, which may materially affect our results of operations in future periods.

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Further discussion on our restructuring activities is provided in the “Notes to Condensed Consolidated Financial Statements, Note G – Restructuring Charges.”

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, for the second quarter of fiscal year 2005 amounted to $139.0 million, or 3.4% or net sales, compared to $108.9 million, or 3.1% of net sales, in the second quarter of fiscal year 2004. SG&A amounted to $280.6 million for the first six months of fiscal year 2005, or 3.5% of the net sales, representing an increase of $55.3 million, or 10 basis-point, from $225.4 million, or 3.4% or net sales, in the first six months of fiscal year 2004. The increases in SG&A were primarily attributable to the continuing expansion of our ODM service offering, combined with the investment in infrastructure such as sales, marketing, supply-chain management and other related corporate and administrative expenses necessary to support the growth in our business.

Intangibles Amortization

Intangibles amortization for the three- and six-month periods ended September 30, 2004 amounted to $8.7 million and $17.3 million, respectively, which remained relatively unchanged, compared to $8.6 million and $17.4 million for the three- and six-month periods ended September 30, 2003, respectively.

Interest and Other Expense, Net

Interest and other expense, net was $22.4 million and $40.7 million for the three- and six-month periods ended September 30, 2004, respectively, compared to $20.7 million and $46.6 million for the three- and six-month periods ended September 30, 2003. The decrease in net expense for the six-month period was primarily driven by reduced interest expense due to the redemption of $150.0 million aggregate principal amount of our 8.75% notes in June 2003 and the repurchase of $492.3 million aggregate principal amount of our 9.875% notes in August 2003. During fiscal year 2004, we issued $400.0 million aggregate principal amount of 6.5% senior subordinated notes due May 2013 and $500.0 million aggregate principal amount of 1% convertible subordinated notes due August 2010.

Loss on Early Extinguishment of Debt

We recognized losses on early extinguishment of debt of $8.7 million and $95.2 million during the first and second quarter of fiscal year 2004 associated with the early redemption of notes. In June 2003, we used a portion of the net proceeds from our issuance of $400.0 million of 6.5% senior subordinated notes in May 2003 to redeem all of our $150.0 million aggregate principal amount of 8.75% senior subordinated notes due October 2007. In August 2003 we repurchased $492.3 million aggregate principal amount of our 9.875% notes.

Provision for 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.

Our consolidated effective tax rate was a benefit of 36.8% for the first six months of fiscal year 2005 and a benefit of 10% for the same period in fiscal year 2004. The tax benefit for the six-month period ended September 30, 2005 is primarily due to the establishment of a $25.0 million deferred tax asset during the first quarter resulting from a tax law change in Hungary that replaced a tax holiday incentive with a tax credit incentive, and a $34.1 million tax benefit that was recorded during the second quarter as a result of changes in previously established valuation allowances for deferred tax assets based upon management’s current analysis of the realizability of these deferred tax assets. The consolidated effective tax rate for a particular period varies depending on 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 management’s current analysis of the realizability of these deferred tax assets, as well as certain tax holidays and incentives granted to us and our subsidiaries primarily in China, Hungary and Malaysia.

In evaluating the realizability of the deferred tax assets, management considers the recent history of operating income and losses by jurisdiction, exclusive of items that it believes are non-recurring in nature such as restructuring charges and losses associated with early extinguishment of debts. Management also considers the future projected operating income in the relevant jurisdiction and the effect of any tax planning strategies. Based on this analysis, management believes that the current valuation allowance is adequate.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004, we had cash and cash equivalents totaling $694.6 million and total bank and other debts totaling $1.8 billion. We also have a revolving credit facility of $1.1 billion, which is subject to compliance with certain financial covenants, under which we had $346.0 million of borrowings outstanding as of September 30, 2004.

Cash provided by operating activities was $264.6 million and $250.8 million during the six months ended September 30, 2004 and September 30, 2003, respectively. During the first six months of fiscal year 2005, cash provided by operating activities reflected an increase in trade payables and other accrued liabilities of approximately $403.0 million, offset by a $221.9 million increase in inventory and a $236.7 million increase in accounts receivable. The increase in inventory reflects growth in certain new customer programs. During the first six months of fiscal year 2004, cash provided by operating activities reflected increases in trade payable and other accrued liabilities of approximately $538.8 million, offset by increases of approximately $488.2 million in accounts receivable, inventory and other current assets.

Cash used in investing activities was $593.5 million for the first six months of fiscal year 2005. Cash used in investing activities during the six months ended September 30, 2004 primarily related to (i) payment of $289.4 million for the pending acquisition of approximately 70% of Hughes Software Systems, which we completed in October 2004 (ii) net capital expenditures of $147.2 million to purchase equipment and for continued expansion of various manufacturing facilities in certain low-cost, high volume centers, primarily in Asia, and (iii) net payments of $67.9 million for investments and notes receivable, including our participation in our trade receivables securitization program.

Cash used in investing activities during the first six months of fiscal year 2004 amounted to $142.1 million. The usage of cash was mainly attributed to (i) net capital expenditures of $66.1 million; (ii) $29.3 million used in various business acquisition; and (iii) net payment of $46.7 million for investments and other notes receivable, including our participation in our trade receivables securitization program.

Our financing activities provided net cash of $402.5 million in the first six months of fiscal year 2005, compared to $169.7 million for the same period in fiscal year 2004. Cash provided by financing activities during the six months ended September 30, 2004 primarily related to (i) proceeds from the public offering of approximately 24.3 million ordinary shares, which generated approximately $299.5 million; (ii) net proceeds from bank borrowings and the utilization of our revolving line of credit of approximately $88.6 million, compared to net proceeds of $242.5 million for the six months ended September 30, 2003. Additionally, proceeds from the sale of ordinary shares under our employee stock plans generated cash of approximately $19.7 million and $26.3 million for the six months ended September 30, 2004 and September 30, 2003, respectively. Furthermore, in the first six months of fiscal year 2004 we also used an additional $91.6 million for the repurchase and early redemption of our notes.

On June 29, 2004, we entered into a definitive asset purchase agreement with Nortel Networks providing for the purchase of certain Nortel Networks’ optical, wireless, wireline and enterprise manufacturing operations and optical design operations by Flextronics. We anticipate that the aggregate cash purchase price for the assets acquired will be in the range of approximately $675 million to $725 million. We will allocate the purchase price to the fair value of the acquired assets, which we currently estimate will be approximately $415 million to $465 million for inventory, approximately $60 million for fixed assets, and the remaining $200 million for intangible assets. It is currently expected that the majority of the cash payments will be made in four quarterly installments in calendar 2005. If any of the acquired inventories has not been used by the first anniversary of the applicable closing date, we will have a “put” right under which, subject to certain closing conditions, we may then sell that inventory back to Nortel. Similarly, if any of the acquired equipment is unused at the first anniversary of the applicable closing date, then subject to certain conditions, we will be entitled to sell it back to Nortel. We intend to use our working capital balances and borrowings to fund the purchase price for the assets to be acquired.

Our working capital requirements and capital expenditures could continue to increase in order to support future expansions of our operations. In addition to the Nortel Networks acquisition discussed above, it is possible that future acquisitions may be significant and may require the payment of cash. Future liquidity needs will also depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures by us for new equipment, the extent to which we utilize operating leases for the new facilities and equipment, the extent of cash charges associated with future restructuring activities and levels of shipments and changes in volumes of customer orders.

We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facility will be sufficient to fund our operations and anticipated transactions through at least the next twelve months. Historically, we have funded our operations from the proceeds of public offerings of equity and debt securities, cash

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and cash equivalents generated from operations, bank debt, sales of accounts receivable and capital equipment lease financings. We anticipate that we will continue to enter into debt and equity financings, sales of accounts receivable and lease transactions to fund our acquisitions and anticipated growth. The sale of equity or convertible debt securities could result in dilution to our current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of our ordinary shares, and the terms of this debt could impose restrictions on our operations. Such financings and other transactions may not be available on terms acceptable to us or at all.

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 Results of Operations and Financial Condition” of our Annual Report on our Form 10-K for the fiscal year ended March 31, 2004. There have been no material changes in contractual obligations since March 31, 2004 other than our obligation to pay the purchase price for the Nortel Networks operations as described above. Information regarding our other financial commitments at September 30, 2004 is provided in “Notes to Condensed Consolidated Financial Statements, Note F — Trade Receivables Sales.”

RELATED PARTY TRANSACTIONS

Since June 30, 2003, neither we nor any of our subsidiaries have made or will make any loans to our executive officers. Prior to that time, we made loans to several of our executive officers that are still outstanding. Each loan is evidenced by a promissory note in favor of Flextronics and is generally secured by a deed of trust on property of the officer. Certain notes are non-interest bearing and others have interest rates ranging from 1.49% to 5.85%. The remaining outstanding balance of the loans, including accrued interest, as of September 30, 2004, was approximately $13.4 million. Additionally, in connection with an investment partnership, we made loans to several of our executive officers to fund their contributions to the investment partnership. Each loan is evidenced by a full-recourse promissory note in favor of the subsidiary. Interest rates on the notes range from 5.05% to 6.40%. The remaining balance of these loans, including accrued interest, as of September 30, 2004 was approximately $2.9 million.

RISK FACTORS

If we do not effectively manage changes in our operations, our business may be harmed.

In the last ten years, we have experienced significant growth in our business through a combination of internal growth and acquisitions, and we expect to make additional acquisitions in the future, including our pending acquisition of the majority ownership stake in Hughes Software Systems and our recently announced acquisition of assets from Nortel Networks described under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.” Our global workforce has more than doubled in size since the beginning of fiscal year 2001. During that time, we have also reduced our workforce at some locations and closed certain facilities in connection with our restructuring activities. These changes have placed considerable strain on our management control systems and resources, including decision support, accounting management, information systems and facilities. If we do not continue to improve our financial and management controls, reporting systems and procedures to manage our employees effectively and to expand our facilities, our business could be harmed.

We plan to continue to transition manufacturing to lower-cost locations. We plan to increase our manufacturing capacity in our low-cost regions by expanding our facilities and adding new equipment. This expansion involves significant risks, including, but not limited to, the following:

  we may not be able to attract and retain the management personnel and skilled employees necessary to support expanded operations;
 
  we may not efficiently and effectively integrate new operations and information systems, expand our existing operations and manage geographically dispersed operations;
 
  we may incur cost overruns;
 
  we may incur charges related to our expansion activities;
 
  we may encounter construction delays, equipment delays or shortages, labor shortages and disputes and production start-up problems that could harm our growth and our ability to meet customers’ delivery schedules; and
 
  we may not be able to obtain funds for this expansion, and we may not be able to obtain loans or operating leases with attractive terms.

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In addition, we expect to incur new fixed operating expenses associated with our expansion efforts that will increase our cost of sales, including increases in depreciation expense and rental expense. If our revenues do not increase sufficiently to offset these expenses, our operating results could be seriously harmed. Our transition to low-cost manufacturing regions has contributed to significant restructuring and other charges that have resulted from reducing our workforce and capacity at higher-cost locations. We recognized restructuring charges of approximately $540.3 million in fiscal year 2004 and $297.0 million in fiscal year 2003 associated with the consolidation and closure of several manufacturing facilities, and impairment of certain long-lived assets at several manufacturing facilities. We may be required to take additional charges in the future as a result of these activities. We cannot predict the timing or amount of any future restructuring charges. If we are required to take additional restructuring charges in the future, it could have a material adverse impact on our operating results, financial position and cash flows.

We may encounter difficulties with acquisitions, which could harm our business.

We have completed numerous acquisitions of businesses and we expect to continue to acquire additional businesses in the future. We are currently in preliminary discussions with respect to potential acquisitions and strategic customer transactions, and we have entered into definitive agreements for the acquisition of Nortel Networks’ optical, and wireless and enterprise manufacturing operations and related supply chain activities, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.” We do not have any other definitive agreements to make any material acquisitions or strategic customer transactions. Any future acquisitions may require additional debt or equity financing. This could increase our leverage or be dilutive to our existing shareholders. We may not be able to complete acquisitions or strategic customer transactions in the future to the same extent as in the past, or at all.

To integrate acquired businesses, we must implement our management information systems and operating systems and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business.

In addition, acquisitions involve numerous risks and challenges, including:

  difficulties in integrating acquired businesses and operations;
 
  diversion of management’s attention from the normal operation of our business;
 
  potential loss of key employees and customers of the acquired companies, which is a particular concern in the acquisition of companies engaged in product and software design;
 
  difficulties in managing and integrating operations in geographically dispersed locations;
 
  lack of experience operating in the geographic market or industry sector of the acquired business;
 
  increases in our expenses and working capital requirements, which reduce our return on invested capital; and
 
  exposure to unanticipated contingent liabilities of acquired companies.

These and other factors have harmed, and in the future could harm, our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect our business and operating results.

We depend on industries that continually produce technologically advanced products with short life cycles; our inability to continually manufacture such products on a cost-effective basis could harm our business.

We derive revenue from the following industries:

  handheld device industries, with products such as cellular phones, pagers and personal digital assistants;
 
  computer and office automation industries, with products such as copiers, scanners, graphic cards, desktop and notebook computers, and peripheral devices such as printers and projectors;
 
  communication infrastructure industries, with products such as equipment for optical networks, cellular base stations, radio frequency devices, telephone exchange and access switches, and broadband devices;
 
  consumer device industries, with products such as set-up boxes, home entertainment equipment, cameras and home appliances;
 
  information technology infrastructure industries, with products such as servers, workstations, storage systems, mainframes, hubs and routers; and
 
  a variety of other industries, including medical, automotive, industrial and instrumentation industries.

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Factors affecting these industries in general could seriously harm our customers and, as a result, us. These factors include:

  rapid changes in technology, which result in short product life cycles;
 
  seasonality of demand for our customers’ products;
 
  the inability of our customers to successfully market their products, and the failure of these products to gain widespread commercial acceptance; and
 
  recessionary periods in our customers’ markets.

Our customers have and may continue to cancel their orders, change production quantities or locations, or delay production.

As a provider of electronics manufacturing services, we must provide increasingly rapid product turnaround for our customers. We generally do not obtain firm, long-term purchase commitments from our customers, and we often experience reduced lead-times in customer orders. Customers cancel their orders, change production quantities and delay production for a number of reasons. Uncertain economic and geopolitical conditions have resulted, and may continue to result, in some of our customers delaying the delivery of some of the products we manufacture for them, and placing purchase orders for lower volumes of products than previously anticipated. Cancellations, reductions or delays by a significant customer or by a group of customers have harmed, and may continue to harm, our results of operations by reducing the volumes of products we manufactured for these customers and delivered in that period, by causing a delay in the repayment of our expenditures for inventory in preparation for customer orders and lower asset utilization resulting in lower gross margins. In addition, customers often require that manufacturing of their products be transitioned from one facility to another to achieve cost and other objectives. Such transfers result in inefficiencies and costs due to resulting excess capacity and overhead at one facility and capacity constraints and related stresses at the other.

In addition, we make significant decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of our customers’ commitments and the rapid changes in demand for their products reduce our ability to estimate accurately future customer requirements. This makes it difficult to schedule production and maximize utilization of our manufacturing capacity. We often increase staffing, increase capacity and incur other expenses to meet the anticipated demand of our customers, which cause reductions in our gross margins if customer orders are or cancelled. Anticipated orders may not materialize, and delivery schedules may be deferred as a result of changes in demand for our customers’ products. On occasion, customers require rapid increases in production, which stress our resources and reduce margins. Although we have increased our manufacturing capacity, and plan further increases, we may not have sufficient capacity at any given time to meet our customers’ demands. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in customer demand harms our gross profit and operating income.

Our operating results vary significantly from period to period.

We experience significant fluctuations in our results of operations. Some of the principal factors that contribute to these fluctuations are:

  changes in demand for our services;
 
  our effectiveness in managing manufacturing processes and costs in order to decrease manufacturing expenses;
 
  the mix of the types of manufacturing services we provide, as high-volume and low-complexity manufacturing services typically have lower gross margins than lower volume and more complex services;
 
  changes in the cost and availability of labor and components, which often occur in the electronics manufacturing industry and which affect our margins and our ability to meet delivery schedules;
 
  the degree to which we are able to utilize our available manufacturing capacity;
 
  our ability to manage the timing of our component purchases so that components are available when needed for production, while avoiding the risks of purchasing inventory in excess of immediate production needs;
 
  local conditions and events that may affect our production volumes, such as labor conditions, political instability and local holidays; and
 
  changes in demand in our customers’ end markets.

Two of our significant end-markets are the handheld electronics devices market and the consumer devices market. These markets exhibit particular strength toward the end of the calendar year in connection with the holiday season. As a result, we have historically experienced stronger revenues in our third fiscal quarter as compared to our other fiscal quarters.

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Our increased original design manufacturing (ODM) activity may reduce our profitability.

We have recently begun providing ODM services, where we design and develop products that we then manufacture for OEM customers. We are actively pursuing ODM projects, focusing primarily on consumer related devices, such as cellular phones and related products, which requires that we make investments in research and development, technology licensing, test and tooling equipment, patent applications, facility expansion, and recruitment.

Although we enter into contracts with our ODM customers, we may design and develop products for these customers prior to receiving a purchase order or other firm commitment from them. We are required to make substantial investments in the resources necessary to design and develop these products, and no revenue may be generated from these efforts if our customers do not approve the designs in a timely manner or at all, or if they do not then purchase anticipated levels of products. In addition, ODM activities often require that we purchase inventory for initial production runs before we have a purchase commitment from a customer. Even after we have a contract with a customer with respect to an ODM product, these contracts may allow the customer to delay or cancel deliveries and may not obligate the customer to any volume of purchases. These contracts can generally be terminated by either party on short notice. There is no assurance that we will be able to generate or support ODM activity as anticipated or for an extended period of time, and these activities may not contribute to our profitability as expected, or at all. Primarily due to the initial costs of investing in the resources necessary for this business, our increased ODM activities adversely affected our profitability during fiscal year 2004. We continue to make investments in our ODM services, which could adversely affect our profitability during fiscal year 2005 and beyond. Further, the products we design must satisfy safety and regulatory standards and some products must also receive government certifications. If we fail to obtain these approvals or certifications on a timely basis, we would be unable to sell these products, which would harm our sales, profitability and reputation.

The success of our ODM activity depends on our ability to protect our intellectual property rights.

We retain certain intellectual property rights to our ODM products. As the level of our ODM activity is increasing, the extent to which we rely on rights to intellectual property incorporated into products is increasing. Despite our efforts, we cannot be certain that the measures we have taken to prevent unauthorized use of our technology will be successful. If we are unable to protect our intellectual property rights, this could reduce or eliminate the competitive advantages of our proprietary technology, which would harm our business.

Intellectual property infringement claims against our customers or us could harm our business.

Our ODM products often face competition from the products of OEMs, many of whom may own the intellectual property rights underlying those products. As a result, we could become subject to claims of intellectual property infringement as the number of our competitors increases. In addition, customers for our ODM services typically require that we indemnify them against the risk of intellectual property infringement. If any claims are brought against us or our customers for such infringement, whether or not these have merit, we could be required to expend significant resources in defense of such claims. In the event of such an infringement claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such a license on reasonable terms or at all.

If our ODM products are subject to design defects, our business may be damaged and we may incur significant fees.

In our contracts with ODM customers, we generally provide them with a warranty against defects in our designs. If an ODM product or component that we design is found to be defective in its design, this may lead to increased warranty claims. Although we have product liability insurance coverage, it is expensive and may not be available on acceptable terms, in sufficient amounts, or at all. A successful product liability claim in excess of our insurance coverage or any material claim for which insurance coverage was denied or limited and for which indemnification was not available could have a material adverse effect on our business, results of operations and financial condition.

We are exposed to intangible asset risk.

We have a substantial amount of intangible assets. These intangible assets are attributable to acquisitions and represent the difference between the purchase price paid for the acquired businesses and the fair value of the net tangible assets of the acquired businesses. We are required to evaluate goodwill and other intangibles for impairment on at least an annual basis, and whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. As a result of our annual and other periodic evaluations, we may determine that the intangible asset values need to be written down to their fair values, which could result in material charges that could be adverse to our operating results and financial position.

Our new strategic relationship with Nortel Networks involves a number of risks, and we may not succeed in realizing the anticipated benefits of this relationship.

The transaction with Nortel Networks described under the caption “Management’s Discussion and Analysis of Financial

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Condition and Results of Operations – Overview” is subject to a number of closing conditions, including regulatory approvals, conversion of information technology systems, and the completion of the required information and consultation process with employee representatives in Europe. Some of the processes involved in converting information technology systems (including the integration of related systems and internal controls) are complex and time consuming, and may present unanticipated difficulties. As a result, we expect that this transaction will not be completed until May 2005. Further delays may arise if the conversion of information technology systems requires more time than presently anticipated. In addition, completion of required information and consultation process with employee representatives in Europe may result in additional delays and in difficulties in retaining employees.

After closing, the success of this transaction will depend on our ability to successfully integrate the acquired operations with our existing operations. This will involve integrating Nortel Networks’ information technology systems with our other systems, integrating their operations into our existing procurement activities, and assimilating and managing existing personnel. In addition, this transaction will increase our expenses and working capital requirements, and place burdens on our management resources. In the event we are unsuccessful in integrating the acquired operations, we would not achieve the anticipated benefits of this transaction, and our results of operations would be adversely affected.

As a result of the new strategic relationship, we expect that Nortel Networks will become our largest single customer, representing over ten percent of our net sales. The manufacturing relationship with Nortel Networks is not exclusive, and they are entitled to use other suppliers for a portion of their requirements of these products. Although Nortel Networks has agreed to use Flextronics to manufacture a majority of its requirements for these existing products, so long as Flextronics’ services are competitive, our services may not remain competitive, and there can be no assurance that we will continue to manufacture a majority of Nortel Networks requirements of these products. In addition, sales of these products depend on a number of factors, including global economic conditions, competition, new technologies that could render these products obsolete, the level of sales and marketing resources devoted by Nortel Networks with respect to these products, and the success of these sales and marketing activities. If demand for these products should decline, we would experience reduced sales and gross margins from these products.

We have agreed to cost reduction targets and price limitations and to certain manufacturing quality requirements. We may not be able to reduce costs over time as required, and Nortel Networks would be entitled to certain reductions in their product prices, which would adversely affect our margins from this program. In addition, we may encounter difficulties in meeting Nortel Networks’ expectations as to product quality and timeliness. If Nortel Networks’ requirements exceed the volume we anticipate, we may be unable to meet these requirements on a timely basis. Our inability to meet Nortel Networks volume, quality, timeliness and cost requirements could have a material adverse effect on our results of operations. Nortel Networks may not purchase a sufficient quantity of products from us to meet our expectations and we may not utilize a sufficient portion of the acquired capacity to achieve profitable operations.

In addition, as a result of the transaction with Nortel Networks, we will employ approximately 150 of Nortel Networks’ optical design employees. We completed the closing of the acquisition of Nortel Networks’ optical design operations in November 2004, and we may fail to retain and motivate these employees after closing or to integrate them into our other design operations.

Although we expect that our gross margin and operating margin on sales to Nortel Networks will initially be less than that generally realized by the Company in fiscal 2004, we also expect that we will be able to increase these gross margins over time through cost reductions and by internally sourcing our vertically integrated supply chain solutions, which include the fabrication and assembly of printed circuit boards and enclosures, as well as logistics and repair services. Additionally, the impact of lower gross margins may be partially offset by the effect of anticipated lower selling, general and administrative expenses, as a percentage of net sales. There can be no assurance that we will realize lower expenses or increased operating efficiencies as anticipated.

Our strategic relationships with major customers create risks.

Over the past several years, we have completed numerous strategic transactions with OEM customers, including, among others, Xerox, Alcatel, Casio and Ericsson, and we have entered into a definitive agreement with Nortel Networks as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.” Under these arrangements, we generally acquire inventory, equipment and other assets from the OEM, and lease or acquire their manufacturing facilities, while simultaneously entering into multi-year supply agreements for the production of their products. We intend to continue to pursue these OEM divestiture transactions in the future. There is strong competition among EMS companies for these transactions, and this competition may increase. These transactions have contributed to a significant portion of our revenue growth, and if we fail to complete similar transactions in the future, our revenue growth could be harmed. As part of these arrangements, we typically enter into manufacturing services agreements with these OEMs. These agreements generally do not require any minimum volumes of purchases by the OEM, and the actual volume of purchases may be less than anticipated. The arrangements entered into with divesting OEMs typically involve many risks,

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including the following:

  we may need to pay a purchase price to the divesting OEMs that exceeds the value we may realize from the future business of the OEM;
 
  the integration of the acquired assets and facilities into our business may be time-consuming and costly;
 
  we, rather than the divesting OEM, bear the risk of excess capacity at the facility;
 
  we may not achieve anticipated cost reductions and efficiencies at the facility;
 
  we may be unable to meet the expectations of the OEM as to volume, product quality, timeliness and cost reductions; and
 
  if demand for the OEMs’ products declines, the OEM may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other OEMs.

As a result of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of profitability under these arrangements. In addition, these strategic arrangements have not, and in the future may not, result in any material revenues or contribute positively to our earnings per share.

We depend on the continuing trend of outsourcing by OEMs.

Future growth in our revenue depends on new outsourcing opportunities in which we assume additional manufacturing and supply chain management responsibilities from OEMs. To the extent that these opportunities are not available, either because OEMs decide to perform these functions internally or because they use other providers of these services, our future growth would be limited.

The majority of our sales come from a small number of customers; if we lose any of these customers, our sales could decline significantly.

Sales to our ten largest customers have represented a significant percentage of our net sales in recent periods. Our ten largest customers during the six-month period ended September 30, 2004 accounted for approximately 64% of the total net sales, with Sony-Ericsson and Hewlett-Packard Company accounting for 14% and 11% of our net sales, respectively. In the six-month period ended September 30, 2003, our ten largest customers accounted for approximately 68% of net sales, with Sony-Ericsson and Hewlett-Packard Company accounting for 12% and 13% of net sales, respectively. No other customer accounted for more than 10% of net sales during these periods.

Our principal customers have varied from year to year, and our principal customers may not continue to purchase services from us at current levels, if at all. Significant reductions in sales to any of these customers, or the loss of major customers, would seriously harm our business. If we are not able to timely replace expired, canceled or reduced contracts with new business, our revenues could be harmed.

Our industry is extremely competitive.

The EMS industry is extremely competitive and includes many companies, several of which have achieved substantial market share. Current and prospective customers also evaluate our capabilities against the merits of manufacturing products themselves. Some of our competitors may have greater design, manufacturing, and financial or other resources than we do. Additionally, we face competition from Taiwanese ODM suppliers, who have a substantial share of the global market for information technology hardware production, primarily related to notebook and desktop computers and personal computer motherboards, in addition to providing consumer products and other technology manufacturing services.

The overall demand for electronics manufacturing services decreased in recent years, resulting in increased capacity and substantial pricing pressures, which have harmed our operating results. Certain sectors of the EMS industry have experienced increased price competition, and if we experience such increased level of competition in the future, our revenues and gross margin may continue to be adversely affected.

We may be adversely affected by shortages of required electronic components.

At various times, there are shortages of some of the electronic components that we use, as a result of strong demand for those components or problems experienced by suppliers. These unanticipated component shortages have resulted in curtailed production or delays in production, which prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause the Company to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. As a result, component shortages could adversely affect our operating results for a particular period due to the resulting revenue shortfall

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and increased manufacturing or component costs.

Our customers may be adversely affected by rapid technological change.

Our customers compete in markets that are characterized by rapidly changing technology, evolving industry standards and continuous improvement in products and services. These conditions frequently result in short product life cycles. Our success will depend largely on the success achieved by our customers in developing and marketing their products. If technologies or standards supported by our customers’ products become obsolete or fail to gain widespread commercial acceptance, our business could be adversely affected.

We are subject to the risk of increased income taxes.

We have structured our operations in a manner designed to maximize income in countries where:

  tax incentives have been extended to encourage foreign investment; or
 
  income tax rates are low.

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by taxing authorities and to possible changes in law, which may have retroactive effects. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes.

Several countries in which we are located allow for tax holidays or provide other tax incentives to attract and retain business. These tax incentives expire over various periods from 2004 to 2010 and are subject to certain conditions with which we expect to comply. We have obtained tax holidays or other incentives where available, primarily in China, Malaysia and Hungary. In these three countries, we generated an aggregate of approximately $8.4 billion of our total revenues for the fiscal year ended March 31, 2004. Our taxes could increase if certain tax holidays or incentives are not renewed upon expiration, or tax rates applicable to us in such jurisdictions are otherwise increased. In addition, further acquisitions of businesses may cause our effective tax rate to increase.

We conduct operations in a number of countries and are subject to risks of international operations.

The geographical distances between the Americas, Asia and Europe create a number of logistical and communications challenges for us. These challenges include managing operations across multiple time zones, directing the manufacture and delivery of products across distances, coordinating procurement of components and raw materials and their delivery to multiple locations, and coordinating the activities and decisions of the core management team, which is based in a number of different countries. Facilities in several different locations may be involved at different stages of the production of a single product, leading to additional logistical difficulties.

Because our manufacturing operations are located in a number of countries throughout the Americas, Asia and Europe, we are subject to the risks of changes in economic and political conditions in those countries, including:

  fluctuations in the value of local currencies;
 
  labor unrest and difficulties in staffing;
 
  longer payment cycles;
 
  cultural differences;
 
  increases in duties and taxation levied on our products;
 
  imposition of restrictions on currency conversion or the transfer of funds;
 
  limitations on imports or exports of components or assembled products, or other travel restrictions;
 
  expropriation of private enterprises; and
 
  a potential reversal of current favorable policies encouraging foreign investment or foreign trade by our host countries.

     In addition, we have recently begun operations in India, through the acquisition of several India-based companies. We may be subject to increased challenges in managing these risks in these operations since we do not have prior experience in conducting operations in India.

The attractiveness of our services to U.S. customers can be affected by changes in U.S. trade policies, such as most favored nation status and trade preferences for some Asian countries. In addition, some countries in which we operate, such as Brazil, Hungary, India, Mexico, Malaysia, Poland and Ukraine, have experienced periods of slow or negative growth, high inflation,

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significant currency devaluations or limited availability of foreign exchange. Furthermore, in countries such as China and Mexico, governmental authorities exercise significant influence over many aspects of the economy, and their actions could have a significant effect on us. Finally, we could be seriously harmed by inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts in countries in which we operate.

We are exposed to fluctuations in foreign currency exchange rates.

We transact business in various foreign countries. As a result, we are exposed to fluctuations in foreign currencies. We have currency exposure arising from both sales and purchases denominated in currencies other than the functional currencies of our entities. Volatility in the exchange rates between the foreign currencies and the functional currencies of our entities could seriously harm our business, operating results and financial condition. We try to manage our foreign currency exposure by borrowing in various foreign currencies and by entering into foreign exchange forward contracts. Mainly, we enter into foreign exchange forward contracts intended to reduce the short-term impact of foreign currency fluctuations on current assets and liabilities denominated in foreign currency. These exposures are primarily, but not limited to, cash, receivables, payables and inter-company balances, in currencies other than the functional currency of the operating entity. We will first evaluate and, to the extent possible, use non-financial techniques, such as currency of invoice, leading and lagging payments, receivable management or local borrowing to reduce transactions exposure before taking steps to minimize remaining exposure with financial instruments. Foreign exchange forward contracts intended to hedge forecasted transactions are treated as cash flow hedges and such contracts generally expire within three months. The credit risk of these forward contracts is minimized since the contracts are with large financial institutions. The gains and losses on forward contracts generally offset the gains and losses on the assets, liabilities and transactions hedged.

We depend on our executive officers and skilled management personnel.

Our success depends to a large extent upon the continued services of our executive officers. Generally our employees are not bound by employment or non-competition agreements, and we cannot assure you that we will retain our executive officers and other key employees. We could be seriously harmed by the loss of any of our executive officers. In order to manage our growth, we will need to recruit and retain additional skilled management personnel and if we are not able to do so, our business and our ability to continue to grow could be harmed. In addition, in connection with expanding our ODM activities, we must attract and retain experienced design engineers. Although we and a number of companies in our industry have implemented workforce reductions, there remains substantial competition for highly skilled employees. Our failure to recruit and retain experienced design engineers could limit the growth of our ODM activities, which could adversely affect our business.

We are subject to environmental compliance risks.

We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process. In addition, we are responsible for cleanup of contamination at some of our current and former manufacturing facilities and at some third party sites. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating facilities indicate that we are responsible for the release of hazardous substances, we may be subject to additional remediation liability. Further, additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future. Currently unexpected costs that we may incur with respect to environmental matters may result in additional loss contingencies, the quantification of which cannot be determined at this time.

We are a defendant in several securities class action lawsuits and this litigation could harm our business whether or not determined adversely to us.

Between June and August 2002, Flextronics and certain of our officers and directors were named as defendants in several securities class action lawsuits, seeking an unspecified amount of damages, which were filed in the Untied States District Court for the Southern District of New York. Plaintiffs filed these actions on behalf of those who purchased, or otherwise acquired, Flextronics’ ordinary shares between January 18, 2001 and June 4, 2002, including those who purchased ordinary shares in our secondary offerings on February 1, 2001 and January 7, 2002. These actions generally allege that, during this period, the defendants made misstatements to the investing public about the financial condition and prospects of Flextronics. On April 23, 2003, the Court entered an order transferring these lawsuits to the United States District Court for the Northern District of California. In July 2003, Flextronics filed a motion to dismiss on behalf of the Company and the individual defendants and in November 2003 the Court entered an order granting defendants’ motion to dismiss without prejudice. Plaintiffs filed an amended complaint in January 2004 and defendants again moved to dismiss the complaint.

In May 2004, before a hearing on the motion to dismiss was to take place, the parties reached a tentative settlement of all claims in the lawsuit and the defendants withdrew their motion. The settlement is funded entirely with funds from our Officers’ and Directors’ insurance. On July 28, 2004, the Court entered an order preliminarily approving the settlement and

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on November 2, 2004, the Court entered an order approving final settlement.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes during the six months ended September 30, 2004 to our exposure to market risk for changes in interest rates and foreign currency exchange rates.

We have a portfolio of fixed and variable rate debt, primarily consisting of fixed rate debt obligations. Our variable rate debt instruments create exposures for us related to interest rate risk. A hypothetical 10% change in interest rates from those as of September 30, 2004 would not have a material effect on our financial position, results of operations and cash flows over the next twelve months.

We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We have established a foreign currency risk management policy to manage this risk. Based on our overall currency rate exposures, including derivative financial instruments and nonfunctional currency-denominated receivables and payables, a near-term 10% appreciation or depreciation of the U.S. dollar from the rate as of September 30, 2004 would not have a material effect on our financial position, results of operations and cash flows over the next twelve months.

ITEM 4. CONTROLS AND PROCEDURES

(a)   Regulations under the Securities Exchange Act of 1934 require public companies to maintain “disclosure controls and procedures,” which are defined to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our chief executive officer and chief financial officer, based on their evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, concluded that our disclosure controls and procedures were effective for this purpose.
 
(b)   During the first six months of fiscal year 2005, there were no changes in the Company’s internal controls over financial reporting that have material affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Between June and August 2002, Flextronics and certain of our officers and directors were named as defendants in several securities class action lawsuits, seeking an unspecified amount of damages, which were filed in the United States District Court for the Southern District of New York. Plaintiffs filed these actions on behalf of those who purchased, or otherwise acquired, Flextronics’ ordinary shares between January 18, 2001 and June 4, 2002, including those who purchased ordinary shares in our secondary offerings on February 1, 2001 and January 7, 2002. These actions generally allege that, during this period, the defendants made misstatements to the investing public about the financial condition and prospects of Flextronics. On April 23, 2003, the Court entered an order transferring these lawsuits to the United States District Court for the Northern District of California. In July 2003, Flextronics filed a motion to dismiss on behalf of the Company and the individual defendants, and in November 2003 the Court entered an order granting defendants’ motion to dismiss without prejudice. Plaintiffs filed an amended complaint in January 2004 and defendants again moved to dismiss the complaints.

In May 2004, before a hearing on the motion to dismiss was to take place, the parties reached a tentative settlement of all claims in the lawsuit and the defendants withdrew their motion. The settlement is funded entirely with funds from Flextronics Officers’ and Directors’ insurance. On July 28, 2004, the Court entered an order preliminarily approving the settlement and on November 2, 2004, the Court entered an order approving final settlement.

We are also subject to legal proceedings, claims, and litigation arising in the ordinary course of business. We defend ourselves vigorously against any such claims. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

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ITEM 4. SUBMISSION OF MATTERS TO VOTE TO SECURITY HOLDERS

We held our Annual General Meeting of Shareholders on August 23, 2004, at 2090 Fortune Drive, San Jose, California 95131,at which the following matters were acted upon:

                 
1.1
  Re-election of Mr. Michael E. Marks to the Board of Directors.   For:     480,087,600  
 
      Withheld:     1,450,787  
 
               
1.2
  Re-election of Mr. Michael J. Moritz to the Board of Directors.   For:     479,599,539  
 
      Withheld:     1,938,848  
 
               
2.
  Re-appointment of Mr. Patrick Foley as a Director of the Company.   For:     478,578,265  
 
      Against:     2,236,441  
 
      Abstain:     723,681  
 
               
3.
  Appointment of Deloitte & Touche LLP as independent auditors of the   For:     478,613,222  
 
  Company for the fiscal year ending March 31, 2005.   Against:     2,579,766  
 
      Abstain:     345,399  
 
               
4.
  Approval of the amendment to the Company's 1997 Employee Share Purchase   For:     349,337,245  
 
  Plan.   Against:     4,775,080  
 
      Abstain:     949,680  
 
               
5.
  Approval of the amendments to the Company's 2001 Equity Incentive Plan.   For:     280,112,587  
 
      Against:     73,868,745  
 
      Abstain:     1,080,673  
 
               
6.
  Approval of the amendment to the Company's 2001 Equity Incentive Plan   For:     281,063,762  
 
  to allow for issuances of stock bonuses.   Against:     72,958,397  
 
      Abstain:     1,039,846  
 
               
7.
  Approval of the consolidation of ordinary shares available under our   For:     337,466,213  
 
  assumed plans into our 2001 Equity Incentive Plan.   Against:     14,805,448  
 
      Abstain:     2,790,344  
 
               
8.
  Approval of the authorization for the Directors of the Company to allot   For:     295,091,032  
 
  and issue ordinary shares.   Against:     58,970,353  
 
      Abstain:     1,000,620  
 
               
9.
  Approval of the authorization for the Company to provide $37,200 of   For:     347,818,829  
 
  annual cash compensation to each of its non-employee directors   Against:     4,688,394  
 
      Abstain:     2,554,782  
 
               
10.
  Approval of the authorization for the Company to provide an additional   For:     346,855,673  
 
  $10,000 of annual cash compensation for each of its non-employee   Against:     5,707,513  
 
  Directors for committee participation.   Abstain:     2,498,819  
 
               
11.
  Approval of the authorization of the proposed renewal of the share   For:     350,333,189  
 
  repurchase mandate relating to acquisitions by the Company of its own   Against:     3,798,780  
 
  issued ordinary shares   Abstain:     930,036  
 
               
12.
  Approval of the authorization of the proposal approval of a bonus issue.   For:     348,090,507  
 
      Against:     5,816,574  
 
      Abstain:     1,154,924  

Neither abstentions nor broker non-votes are counted in tabulations of the votes cast on proposals presented to shareholders.

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ITEM 5. OTHER INFORMATION

On August 17, 2004, we entered into an amendment to the supplemental retirement plan with Mr. Michael E. Marks in which we granted Mr. Marks an additional Supplemental Deferred Contingent Stock Award for 500,000 notional shares at an exercise price equal to $11.00 per share ($0.06 above the closing price of our ordinary shares on the NASDAQ Stock Market on August 17, 2004). Under this award, once the 30-day average trading price of our share price at the end of any quarter exceeds $11.00, a cash payment would be made to a rabbi trust for the benefit of Mr. Marks in an amount equal to the net increase in value over $11.00 multiplied by the 500,000 notional shares. At the end of each subsequent quarter, if the 30-day average trading price of our share price has further increased since the last quarter for which a cash payment was made under the plan, an additional payment would be made in an amount equal to the additional net increase in value since such prior quarter multiplied by 500,000 notional shares. The total cash payments under this award (together with a prior award made to Mr. Marks) may not exceed $7,500,000 in the aggregate over the life of the plan, and no payments will be made following the termination of Mr. Marks’ employment. Upon Mr. Marks’ death or disability or upon a change of control of Flextronics, the entire $7,500,000 will be credited to the rabbi trust. All amounts credited to Mr. Marks’ account will be made only in cash (no shares will be issued under this plan), and all cash contributions shall be fully vested and non-forfeitable.

This award was not reported on a Form 8-K as new rules requiring its disclosure had not yet become effective.

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ITEM 6. EXHIBITS

     
Exhibit No.
  Exhibit
10.01
  Supplemental Contingent Share Award Agreement dated August 17, 2004 by and between Michael E. Marks and the Registrant.
 
   
10.02
  The Amending Agreement dated November 1, 2004, among Flextronics Telecom Systems, Ltd., Flextronics International Ltd., and Nortel Networks Limited, amending certain provisions of the Asset Purchase Agreement dated as of June 29, 2004 among these parties.
 
   
23.01
  Letter in lieu of consent of Deloitte & Touche LLP.
 
   
31.01
  Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.
 
   
31.02
  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
 
   
32.01
  Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act 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) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

* As contemplated by SEC Release No. 33-8238, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Flextronics International Ltd. under the Securities Exchange Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

** Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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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)
 
   
Date: November 8, 2004
  /s/ Michael E. Marks
 
  Michael E. Marks
  Chief Executive Officer
  (Principal Executive Officer)
 
   
Date: November 8, 2004
  /s/ Robert R.B. Dykes
 
  Robert R.B. Dykes
  President, Systems Group and
  Chief Financial Officer
  (Principal Financial Officer)
 
   
Date: November 8, 2004
  /s/ Thomas J. Smach
 
  Thomas J. Smach
  Senior Vice President, Finance
  (Principal Accounting Officer)

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EXHIBIT INDEX

     
Exhibit No.
  Exhibit
10.01
  Supplemental Contingent Share Award Agreement dated August 17, 2004 by and between Michael E. Marks and the Registrant.
 
   
10.02
  The Amending Agreement dated November 1, 2004, among Flextronics Telecom Systems, Ltd., Flextronics International Ltd., and Nortel Networks Limited, amending certain provisions of the Asset Purchase Agreement dated as of June 29, 2004 among these parties.
 
   
23.01
  Letter in lieu of consent of Deloitte & Touche LLP.
 
   
31.01
  Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.
 
   
31.02
  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
 
   
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. *
 
   
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. *

* As contemplated by SEC Release No. 33-8238, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Flextronics International Ltd. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

** Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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