FLEXTRONICS INTERNATIONAL LTD - 10-Q Quarterly Report

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 DECEMBER 31, 2002


[ ]		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.
36 ROBINSON ROAD #18-01
CITY HOUSE
SINGAPORE 068877
(65) 6299-8888
(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 [ ]

At February 5, 2003, there were 519,032,636 ordinary shares, S$0.01 par value, outstanding.

TABLE OF CONTENTS


	ITEM 1. FINANCIAL STATEMENTS
	INDEPENDENT ACCOUNTANTS’ REPORT
	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
SIGNATURES
	CERTIFICATIONS
INDEX TO EXHIBITS
EXHIBIT 15.03

FLEXTRONICS INTERNATIONAL LTD.

INDEX


			PAGE
		PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Independent Accountants’ Report			3
	Condensed Consolidated Balance Sheets — December 31, 2002 and March 31, 2002			4
	Condensed Consolidated Statements of Operations — Three and Nine Months Ended December 31, 2002 and December 31, 2001			5
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended December 31, 2002 and December 31, 2001			6
	Notes to Condensed Consolidated Financial Statements			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			31
Item 4.	Controls and Procedures			31
		PART II. OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K			31
	Signatures			32
	Certifications			33

ITEM 1. FINANCIAL STATEMENTS

INDEPENDENT ACCOUNTANTS’ REPORT

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 (collectively, the “Company”) as of December 31, 2002, and the related condensed consolidated statements of operations and cash flows for the three- and nine-month periods then ended. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, 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 review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements as of December 31, 2002, and for the three- and nine-month periods then ended for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying condensed consolidated financial information as of March 31, 2002, and for the three- and nine-month periods ended December 31, 2001, were not audited or reviewed by us and, accordingly, we do not express an opinion or any other form of assurance on them.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
January 20, 2003

FLEXTRONICS INTERNATIONAL LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
(Unaudited)


			December 31,			March 31,
			2002			2002

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	613,641		$	745,124
	Accounts receivable, net			1,619,683			1,866,576
	Inventories, net			1,198,081			1,292,230
	Deferred income taxes			55,054			51,954
	Other current assets			460,644			597,303

		Total current assets		3,947,103			4,553,187
Property, plant and equipment, net				2,026,633			2,032,495
Deferred income taxes				380,941			312,996
Goodwill and other intangibles, net				2,126,270			1,538,148
Other assets				384,737			207,873

		Total assets	$	8,865,684		$	8,644,699

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Bank borrowings and current portion of long-term debt		$	248,495		$	282,478
	Current portion of capital lease obligations			10,826			16,557
	Accounts payable			1,981,206			1,962,630
	Other current liabilities			1,038,899			896,639

		Total current liabilities		3,279,426			3,158,304
Long-term debt, net of current portion				848,321			843,082
Capital lease obligations, net of current portion				8,568			20,211
Other liabilities				222,522			167,606
SHAREHOLDERS’ EQUITY:
	Ordinary shares, S$0.01 par value; authorized — 1,500,000,000; issued and outstanding – 518,713,103 and 513,011,778 as of December 31, 2002 and March 31, 2002, respectively			3,069			3,043
	Additional paid-in capital			4,934,972			4,898,807
	Retained deficit			(389,619	)		(286,640	)
	Accumulated other comprehensive loss			(41,575	)		(159,714	)

		Total shareholders’ equity		4,506,847			4,455,496

		Total liabilities and shareholders’ equity	$	8,865,684		$	8,644,699

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

FLEXTRONICS INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)


			Three months ended					Nine months ended

			December 31,			December 31,		December 31,			December 31,
			2002			2001		2002			2001

Net sales			$	3,851,494		$	3,453,039	$	10,319,134		$	9,808,555
Cost of sales				3,638,559			3,226,461		9,756,875			9,141,433
Unusual charges				86,892			—		266,244			439,448

		Gross profit		126,043			226,578		296,015			227,674
Selling, general and administrative				115,502			109,341		340,112			323,645
Intangibles amortization				6,147			3,053		15,314			9,111
Unusual charges				9,696			—		38,167			76,647
Interest and other expense, net				23,901			22,746		70,756			67,296

		Income (loss) before income taxes		(29,203	)		91,438		(168,334	)		(249,025	)
Provision for (benefit from) income taxes				(22,726	)		9,449		(65,355	)		(89,537	)

		Net income (loss)	$	(6,477	)	$	81,989	$	(102,979	)	$	(159,488	)

Earnings (loss) per share:
	Basic		$	(0.01	)	$	0.17	$	(0.20	)	$	(0.33	)

	Diluted		$	(0.01	)	$	0.16	$	(0.20	)	$	(0.33	)

Shares used in computing per share amounts:
	Basic			517,810			485,808		516,508			480,455

	Diluted			517,810			507,942		516,508			480,455

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

FLEXTRONICS INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


		Nine months ended

		December 31,			December 31,
		2002			2001

	Net cash provided by operating activities	$	754,607		$	605,367

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of dispositions			(156,652	)		(285,071	)
Purchases of OEM facilities and related assets			(7,152	)		(396,346	)
Proceeds from sales of investments			—			15,802
Other investments			(142,251	)		(9,048	)
Acquisitions of businesses, net of cash acquired			(489,890	)		(280,980	)

	Net cash used in investing activities		(795,945	)		(955,643	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank borrowings and proceeds from long-term debt			534,919			1,039,153
Repayments of bank borrowings and long-term debt			(633,534	)		(786,459	)
Repayments of capital lease obligations			(19,881	)		(27,685	)
Proceeds from exercise of stock options and Employee Stock Purchase Plan			20,756			53,098
Repurchase of equity instrument			—			(112,000	)

	Net cash provided by (used in) financing activities		(97,740	)		166,107

Effect on cash from exchange rate changes			7,595			1,541

Net decrease in cash and cash equivalents			(131,483	)		(182,628	)
Cash and cash equivalents at beginning of period			745,124			631,588

Cash and cash equivalents at end of period		$	613,641		$	448,960

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

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)

NOTE A – ORGANIZATION OF THE COMPANY

Flextronics International Ltd. (“Flextronics” or the “Company”) was incorporated in the Republic of Singapore in May 1990. Flextronics provides electronic manufacturing services, or EMS, to original equipment manufacturers, or OEMs, primarily in the handheld electronics devices, information technologies infrastructure, communications infrastructure, computers and office automation, and consumer devices industries. The Company provides manufacturing services, including the assembly of printed circuit boards, and complete systems and products, fabrication and assembly of plastic and metal enclosures, fabrication of printed circuit boards and backplanes, and fabrication and assembly of photonics components, as well as various product and after market services. Throughout the production process, the Company offers other services, including design and information technology; logistics, such as materials procurement, inventory management, vendor management, packaging, and distribution; and automation of key components of the supply chain through advanced information technologies. The Company also offers after-market services such as repair and warranty services and network and communications installation and maintenance.

Note B — SUMMARY OF SIGNIFICANT 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 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, 2002 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 nine months periods ended December 31, 2002 are not necessarily indicative of the results that may be expected for the year ending March 31, 2003.

The Company’s fiscal year is comprised of the 52 weeks ending on March 31 of each year. Interim quarterly reporting periods end on the Friday closest to the last day of each fiscal quarter, except the third and fourth fiscal quarters which 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 significant intercompany accounts and transactions.

Reclassifications

Certain prior years’ balances have been reclassified to conform to the current year’s presentation.

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.

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 our customers, under contractual terms, which are generally 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 risks and rewards of ownership of the product. Except in specific circumstances, there are no formal customer acceptance requirements or further Flextronics obligations subsequent to shipment. In specific circumstances in which there are such requirements or further Flextronics obligations, revenue is recognized at the point of said formal acceptance and upon completion of said obligations.

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 (one to thirty years), with the exception of building leasehold improvements, which are amortized over the life 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 projected discounted 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 its fair value.

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 the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

Goodwill and Other Intangibles

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 and No. 142, “Business Combinations” and “Goodwill and Other Intangible Assets.” SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair value based test. Additionally, an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so. Other intangibles will continue to be valued and amortized over their estimated useful lives; in-process research and development will continue to be written off immediately.

The Company adopted SFAS No. 142 in the first quarter of fiscal 2002 and no longer amortizes goodwill. The Company evaluates goodwill and other intangibles for impairment, at least on an annual basis, during its fourth fiscal quarter, and whenever changes in 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 the Company’s 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. Further, to the extent that the book value of the Company as a whole is greater than its market capitalization (“fair value”), as of the annual evaluation date, there is a potential likelihood that some or all of its goodwill could be considered impaired. The resulting impairment charge may be considerably larger than the shortfall, if any, of the market capitalization to the book value as a result of subsequent changes to our market capitalization.

The following table summarizes the activity in the Company’s goodwill account during the nine months ended December 31, 2002 (in thousands):


Balance as of April 1, 2002	$	1,489,449
Additions		504,443
Reclassification to other intangibles		(22,000	)
Foreign currency translation adjustments		93,112
Write-offs		(2,074	)

Balance as of December 31, 2002	$	2,062,930

All of the Company’s acquired intangible assets are subject to amortization over their estimated useful lives. Intangible assets are comprised of contractual agreements, patents and trademarks, developed technologies and other acquired intangibles. Contractual agreements are being amortized over periods up to ten years. Patents and trademarks and developed technologies are being amortized on a straight-line basis over periods of up to ten years. Other acquired intangibles relate to favorable leases and customer lists, and are amortized on a straight-line basis over one to ten years. No residual value is estimated for the intangible assets. During the nine months ended December 31, 2002, there were $22.7 million of additions to intangible assets, primarily related to customer agreements purchased in connection with the Company’s acquisition of The Orbiant Group in fiscal 2002. The Company is in the process of determining the value of its intangible assets acquired from its acquisition of NatSteel Broadway Ltd. and various other recent acquisitions and expects to complete this by the end of the current fiscal year. Intangible assets amortization for the nine months ended December 31, 2002 and December 31, 2001 was approximately $15.3 million and $9.1 million, respectively. The components of intangible assets are as follows (in thousands):


		December 31, 2002							March 31, 2002

		Gross					Net		Gross					Net
		carrying		Accumulated			carrying		carrying		Accumulated			carrying
		amount		amortization			amount		amount		amortization			amount

Intangibles:
	Contractual agreements	$	66,168	$	(16,042	)	$	50,126	$	44,168	$	(9,081	)	$	35,087
	Patents and trademarks		249		(116	)		133		206		(93	)		113
	Developed technologies		1,690		(655	)		1,035		1,901		(512	)		1,389
	Other acquired intangibles		36,288		(24,242	)		12,046		31,276		(19,166	)		12,110

Total		$	104,395	$	(41,055	)	$	63,340	$	77,551	$	(28,852	)	$	48,699

Expected future estimated annual amortization expense is as follows (in thousands):


Fiscal years ending:
	2003	$	10,182	*
	2004		23,623
	2005		17,071
	2006		6,626
	2007		5,252
	Thereafter		586

Total amortization expense		$	63,340

• Represents three-month period ending March 31, 2003.

Derivative Instruments and Hedging Activities

On April 1, 2001, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and No. 138. 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 (loss) (“OCI”) 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 December 31, 2002, the fair value of these short-term foreign currency forward contracts was recorded as a liability amounting to $4.1 million. At the same date, the Company had recorded in OCI immaterial deferred losses relating to our foreign currency forward contracts. These losses 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.

Trade Receivables Securitization

In the first quarter of fiscal 2002, the Company adopted SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities – a Replacement of FASB Statement No. 125,” which modifies the methods of accounting for securitizations and other transfers of financial assets and collateral. The adoption of SFAS No. 140 did not have a material impact on the financial position, results of operations or cash flows of the Company.

In March 2002, the Company entered into a receivables securitization agreement and sold a designated pool of qualified trade receivables to a third party qualified special purpose entity, which in turn sold an undivided ownership interest to a conduit, administered by an unaffiliated financial institution. The Company participates as an investor in the conduit. The agreement, which expires in March 2003, is subject to annual renewal and has a current maximum limit of $250.0 million.

The receivables securitization agreement allows the operating subsidiaries to receive full cash payment for sold receivables, less a deferred purchase price receivable. Depending on the collection performance of sold receivables, the Company’s portion of the total investment varies.

The Company has sold $421.8 million of its accounts receivable as of December 31, 2002, 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 $207.0 million for the sale of these receivables. The Company has a recourse obligation that is limited to its investment and 5% of the total sold receivables, totaling $214.8 million, as of December 31, 2002. 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 C — INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis) or market value. Cost is comprised of direct materials, labor and overhead. Inventories consist of the following (in thousands):


	December 31,		March 31,
	2002		2002

Raw materials	$	755,763	$	939,222
Work-in-process		245,344		221,846
Finished goods		196,974		131,162

	$	1,198,081	$	1,292,230

Note D — UNUSUAL CHARGES

Fiscal 2003

The Company recognized net unusual pre-tax charges of approximately $304.4 million during the nine months ended December 31, 2002, 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 2003, respectively.

Net unusual charges recorded during the nine months ended December 31, 2002 by reportable geographic regions were as follows: Americas, $174.5 million; Asia, $1.8 million; and Europe, $128.1 million.

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


			First Quarter			Third Quarter			Total
			Charges			Charges			Charges

Facility closure costs:
	Severance		$	76,901		$	41,574		$	118,475		cash
	Long-lived asset impairment			56,279			14,285			70,564		non-cash
	Exit costs			67,187			40,729			107,916		cash/non-cash

		Total facility closure costs		200,367			96,588			296,955
Other unusual charges				7,456			—			7,456		non-cash

		Net unusual charges before income tax benefit		207,823			96,588			304,411
Income tax benefit				(49,826	)		(29,460	)		(79,286	)

		Net unusual charges	$	157,997		$	67,128		$	225,125

In connection with the facility closures, the Company developed formal 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. Management 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 exit plans, except for certain long-term contractual obligations.

The Company has recorded during the nine months ended December 31, 2002, 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. As of December 31, 2002, 4,122 employees had been terminated, and another 3,986 employees had been notified that they are to be terminated upon completion of the various facility closures and consolidations. 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 2003, respectively. The third quarter charges reflect a reversal of prior period unusual charges 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 unusual pre-tax charges recorded during the nine months ended December 31, 2002 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 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 unusual charges of approximately $26.1 million due to changes in previously estimated fair values of certain property, plant and equipment. Certain assets will be held for use and 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. The fair value of assets held for use was determined based on projected discounted cash flows of the asset using a discount rate reflecting the Company’s average cost of funds, plus salvage value. Certain other assets will be held for disposal as these assets are no longer required in operations. Assets held for disposal are no longer being depreciated. For assets being held for disposal, an impairment loss is recognized if the carrying amount of the asset exceeds its fair value less cost to sell. The impaired long-lived assets resulted in net write-downs of machinery and equipment of $55.2 million and building and improvements of $9.8 million.

The net unusual pre-tax charges recorded during the nine months ended December 31, 2002, also included approximately $107.9 million for other net exit costs. Approximately $64.4 million and $42.8 million of this net amount were classified as a component of cost of sales in the first and third quarters of fiscal 2003, respectively. The third quarter charges reflect a reversal of prior period unusual charges of approximately $7.3 million relating to revisions of previous estimates, primarily related to our ability to successfully negotiate reductions in certain contractual obligations. Other net exit costs included contractual obligations totaling $75.6 million, which were incurred directly as a result of the various exit plans. The net 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. The Company expects to make payments associated with its contractual obligations with respect to facility and equipment leases through the end of fiscal 2017 and with respect to the other contractual obligations with suppliers and third parties through the end of fiscal 2004. Other net exit costs also included net 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 intends to dispose of the impaired assets by the end of fiscal 2003, primarily through scrapping and write-offs. Other net 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.

The following table summarizes the balance of the net accrued facility closure costs as December 31, 2002 and the type and amount of closure costs provisioned for and utilized during the nine months ended December 31, 2002.


					Long-lived
					asset			Exit
		Severance			impairment			costs			Total

Balance at March 31, 2002		$	91,879		$	—		$	68,668		$	160,547
Activities during the quarter:
	Provision		76,901			56,279			67,187			200,367
	Cash charges		(35,357	)		—			(14,527	)		(49,884	)
	Non-cash charges		—			(56,279	)		(10,479	)		(66,758	)

Balance at June 30, 2002			133,423			—			110,849			244,272
Activities during the quarter:
	Cash charges		(59,742	)		—			(21,107	)		(80,849	)

Balance at September 30, 2002			73,681			—			89,742			163,423
Activities during the quarter:
	Provision (net of reversals)		41,574			14,285			40,729			96,588
	Cash charges		(33,640	)		—			(21,966	)		(55,606	)
	Non-cash charges		—			(14,285	)		(6,097	)		(20,382	)

Balance at December 31, 2002			81,615			—			102,408			184,023
Less: current portion (classified as other current liabilities)			78,133			—			75,452			153,585

Accrued facility closure costs, net of current portion (classified as other long-term liabilities)		$	3,482		$	—		$	26,956		$	30,438

Fiscal 2002

The Company recognized unusual pre-tax charges of approximately $574.4 million during fiscal 2002, of which $530.0 million related to closures of several manufacturing facilities and $44.4 million was primarily for the impairment of investments in certain technology companies. As further discussed below, $464.4 million of the charges relating to facility closures were classified as a component of cost of sales.

Unusual charges recorded in fiscal 2002 by reportable geographic regions were as follows: Americas, $265.8 million; Asia, $70.7 million; and Europe, $237.9 million.

The components of the unusual charges recorded in fiscal 2002 were as follows (in thousands):


Facility closure costs:
	Severance		$	153,598		cash
	Long-lived asset impairment			163,724		non-cash
	Exit costs			212,660		cash/non-cash

		Total facility closure costs		529,982
Other unusual charges				44,444		cash/non-cash

		Gross unusual charges		574,426
Income tax benefit				(122,948	)

		Net unusual charges	$	451,478

In connection with the facility closures in fiscal 2002, the Company developed formal 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. Management 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 exit plans, except for certain long-term contractual obligations.

Of the total pre-tax facility closure costs recorded in fiscal 2002, $153.6 million related to employee termination costs, of which $118.4 million was classified as a component of cost of sales. As a result of the various exit plans, the Company identified 13,391 employees to be involuntarily terminated in connection with the various facility closures and consolidations.

The unusual pre-tax charges recorded in fiscal 2002 included $163.7 million for the write-down of property, plant and equipment associated with various manufacturing and administrative facility closures from their carrying value of $232.6 million. This amount was classified as a component of cost of sales during fiscal 2002. Certain assets will be held for use and remain in service until their anticipated disposal dates pursuant to the exit plans. Since the assets will remain in service from the date of the decision to dispose of these assets to the anticipated disposal date, the assets are being depreciated over this expected period. For assets being held for use, an impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Certain other assets will be held for disposal as these assets are no longer required in operations. Assets held for disposal are no longer being depreciated. For assets being held for disposal, an impairment loss is recognized if the carrying amount of the asset exceeds its fair value less cost to sell. The impaired long-lived assets resulted in write-downs of machinery and equipment of $105.7 million and building and improvements of $58.0 million.

The unusual pre-tax charges, also included approximately $212.7 million for other exit costs. Approximately $182.3 million of this amount was classified as a component of cost of sales. Other exit costs included contractual obligations totaling $61.6 million, which were incurred directly as a result of the various exit plans. The contractual obligations consisted of facility lease terminations amounting to $27.2 million, equipment lease terminations amounting to $13.2 million and payments to suppliers and third parties to terminate contractual agreements amounting to $21.2 million. The Company expects to make payments associated with its contractual obligations with respect to facility and equipment leases through the end of fiscal 2007 and with respect to the other contractual obligations with suppliers and third parties through the end of fiscal 2003. Other exit costs also included charges of $98.0 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 2002. Also included in other exit costs were charges amounting to $8.0 million for the incremental costs for warranty work incurred by the Company for products sold prior to the commitment dates of the various exit plans. Other exit costs also included $8.2 million of 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 $36.9 million, primarily included incremental amounts of legal and environmental costs, and various government obligations for which the Company is liable for as a direct result of its facility closures.

Note E — EARNINGS PER SHARE

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

Diluted earnings 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 other equity instruments, and are computed using the treasury stock method.

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


		Three months ended					Nine months ended

		December 31,			December 31,		December 31,			December 31,
		2002			2001		2002			2001

Basic earnings (loss) per share:
	Net income (loss)	$	(6,477	)	$	81,989	$	(102,979	)	$	(159,488	)

Shares used in computation:
	Weighted-average ordinary shares outstanding		517,810			485,808		516,508			480,455

Basic earnings (loss) per share		$	(0.01	)	$	0.17	$	(0.20	)	$	(0.33	)

Diluted earnings (loss) per share:
	Net income (loss)	$	(6,477	)	$	81,989	$	(102,979	)	$	(159,488	)


			Three months ended						Nine months ended

			December 31,			December 31,			December 31,			December 31,
			2002			2001			2002			2001

Shares used in computation:
	Weighted-average ordinary shares outstanding			517,810			485,808			516,508			480,455
	Shares applicable to exercise of dilutive options			—	⁽²⁾		19,380	⁽¹⁾		—	⁽²⁾		—	⁽²⁾
	Shares applicable to holdback consideration			—			2,754	⁽³⁾		—			—

		Shares applicable to diluted earnings		517,810			507,942			516,508			480,455

Diluted earnings (loss) per share			$	(0.01	)	$	0.16		$	(0.20	)	$	(0.33	)

(1) Options to purchase 13,731,826 shares outstanding during the three months ended December 31, 2001 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 period.

(2) Due to the Company’s net losses reported, the ordinary share equivalents from stock options to purchase 8,297,576, 8,658,975 and 20,196,310 shares outstanding were excluded from the computation of diluted earnings per share during the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, respectively, because inclusion would be anti-dilutive for the periods.

Also, the ordinary share equivalents from stock options to purchase 28,695,713, 28,481,252 and 7,259,002 shares outstanding during the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, 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.

Additionally, ordinary share equivalents from other equity instruments of 333,189, 111,063 and 1,824,148 shares outstanding were anti-dilutive for the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, respectively, and therefore not assumed to be converted for diluted earnings per share computation. The Company repurchased the equity instrument issued to Motorola in June 2001.

(3) The ordinary share equivalents from holdback consideration constitutes shares to be issued to the former shareholders of companies acquired by Flextronics at the resolution of agreed upon contingencies. Holdback shares are included in the computation of diluted earnings per share during the three months ended December 31, 2001, based on conditions existing at the end of the period that indicated that such shares would be issuable if the contingency period had ended.

Note F — COMPREHENSIVE INCOME

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


			Three months ended						Nine months ended

			December 31,			December 31,			December 31,			December 31,
			2002			2001			2002			2001

Net income (loss)			$	(6,477	)	$	81,989		$	(102,979	)	$	(159,488	)
	Other comprehensive income (loss):
		Foreign currency translation adjustments, net of tax		20,883			(10,975	)		118,449			(17,901	)
		Unrealized holding gain (loss) on investments and derivatives, net of tax		754			(3,402	)		(310	)		2,112

Comprehensive income (loss)			$	15,160		$	67,612		$	15,160		$	(175,277	)

Note G — BUSINESS COMBINATIONS AND PURCHASES OF ASSETS

In October 2001, the Company announced a manufacturing agreement with Xerox Corporation (“Xerox’). The Company acquired Xerox’s manufacturing operations in Aguascalientes, Mexico; El Segundo, California; Mitcheldean, U.K.; Penang, Malaysia; Resende, Brazil; Toronto, Canada; and Venray, Netherlands. The aggregate purchase price for the acquisition amounted to approximately $179.5 million, of which $14.4 million was paid in the current fiscal year. Additionally, the Company entered into a five-year agreement for the manufacture of certain Xerox office equipment and components. The Company completed the acquisition in September 2002.

In August 2002, the Company acquired all of the outstanding shares of NatSteel Broadway Ltd. (“NatSteel Broadway”) for an aggregate purchase price of approximately $356.9 million, net of cash acquired. Natsteel Broadway’s operations include

manufacturing facilities in China and Hungary. The Company has not finalized the allocation of the consideration for the NatSteel Broadway acquisition and expects to complete this by the end of the current fiscal year.

During the first nine months of fiscal 2003, the Company completed certain other business acquisitions that were not individually significant to the Company’s results of operations and financial position. The aggregate cash purchase price for these acquisitions amounted to approximately $103.2 million, net of cash acquired. 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 current fiscal year. Additionally, 1,639,336 ordinary shares were issued related to contingent purchase price adjustments for certain historical acquisitions.

All of the above acquisitions have been 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 operations were not material to the Company’s consolidated financial statements on either an individual or an aggregate basis. Goodwill and intangibles resulting from the Company’s fiscal 2003 acquisitions, as well as contingent purchase price adjustments for certain historical acquisitions amounted to approximately $504.9 million.

Note H — GEOGRAPHIC REPORTING

Geographic information is as follows (in thousands):


		Three months ended						Nine months ended

		December 31,			December 31,			December 31,			December 31,
		2002			2001			2002			2001

Net sales:
	Asia	$	1,573,631		$	953,447		$	3,789,977		$	2,460,461
	Americas		855,074			1,047,351			2,684,522			3,142,734
	Europe		1,669,618			1,685,707			4,488,226			4,642,338
	Intercompany eliminations		(246,829	)		(233,466	)		(643,591	)		(436,978	)

		$	3,851,494		$	3,453,039		$	10,319,134		$	9,808,555

Income (loss) before income tax:
	Asia	$	56,347		$	44,142		$	138,751		$	58,305
	Americas		(55,484	)		36,258			(174,273	)		(138,601	)
	Europe		(11,264	)		23,992			(73,191	)		(158,782	)
	Intercompany eliminations and corporate allocations		(18,802	)		(12,954	)		(59,621	)		(9,947	)

		$	(29,203	)	$	91,438		$	(168,334	)	$	(249,025	)


		As of		As of
		December 31,		March 31,
		2002		2002

Property, plant and equipment, net:
	Asia	$	754,670	$	584,470
	Americas		588,664		717,898
	Europe		683,299		730,127

		$	2,026,633	$	2,032,495

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

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

Note I — NEW ACCOUNTING STANDARDS

Asset Retirement Obligations

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” to be effective for all fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. The Company will adopt SFAS No. 143 in fiscal 2004. The Company does not believe the adoption of SFAS No. 143 will have a material impact on the Company’s financial position, results of operations or cash flows.

Long-Lived Asset Impairment

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121 and requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired and by broadening the presentation of discontinued operations to include more disposal transactions. The Company adopted SFAS No. 144 in the first quarter of fiscal 2003. The adoption of SFAS No. 144 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Extinguishment of Debt and Sale-Leaseback Transactions

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” will now be used to classify those gains and losses. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in Opinion 30 for classification as an extraordinary item shall be reclassified. SFAS No. 145 also amends SFAS No. 13, “Accounting for Leases,” to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. The Company will adopt the provisions of SFAS No. 145 related to the rescission of Statement No. 4 in the first quarter of fiscal 2004. The Company does not believe the adoption of these provisions will have a material impact on the Company’s financial position, results of operations or cash flows. The provisions in paragraphs 8 and 9(c) of SFAS No. 145 related to Statement No. 13 are required to be effective for transactions occurring after May 15, 2002 and thus the Company has adopted these provisions. The adoption of these provisions did not have any impact on the financial position, results of operations or cash flows of the Company.

Exit or Disposal Activities

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue No. 94-3, a liability for an exit cost was recognized at the date of the Company’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. The Company will adopt the provisions of SFAS No. 146 for restructuring activities initiated after December 31, 2002.

Stock-based Compensation Arrangements

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”. The statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for financial statements issued for fiscal years ending after December 15, 2002. The Company will adopt the transition guidance and annual disclosure provisions of SFAS No. 148 in the fourth quarter of fiscal 2003. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods after December 15, 2002. The Company will adopt the interim disclosure provisions in the first quarter of fiscal 2004. The Company does not expect the adoption of SFAS No. 148 to have a material impact on the financial position, results of operations or cash flows of the Company.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”, which expands upon and strengthens existing accounting guidance concerning when a company should include in its financial statements the assets, liabilities and activities of another entity. Prior to the issuance of FIN 46, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 now requires a variable interest entity, as defined in FIN 46, to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company does not believe the adoption of FIN 46 will have a material impact on the Company’s financial position, results of operations or cash flows.

Guarantees

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation specifies the disclosures to be made by a guarantor in its interim and annual financial statements concerning its obligations under certain guarantees that it has issued. FIN 45 also requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are effective for interim and annual periods ending after December 15, 2002. The initial recognition and initial measurement requirements of FIN 45 are effective prospectively for guarantees issued or modified after December 31, 2002. The Company has adopted the disclosure provisions of FIN 45 in the current quarter. The Company is assessing the impact of the recognition and measurement requirements of FIN 45, but currently does not believe the adoption will have a material impact on the Company’s financial position, results of operations or cash flows.

In fiscal 2002, the Company entered into operating leases with respect to properties located in Mexico and Texas. During fiscal 2002, the Company completed construction on the property in Mexico and began construction on the property in Texas. The amount outstanding on the Mexico and Texas properties as of December 31, 2002, was $22.9 million and $65.1 million, respectively. Upon the expiration of these leases in 2006 and 2008, respectively, the Company may renew the leases for an additional five years subject to certain approvals and conditions, or arrange a sale of the buildings to a third party. The Company also has the right to purchase the buildings at cost at the end of the lease terms, or to terminate the leases at any time by paying the outstanding termination value. The Company has provided a residual value guarantee, which means that if the building is sold to a third party, it is responsible for making up any shortfall between the actual sales price and the amount funded under the leases. The maximum potential amount of the residual value guarantee is $75.9 million.

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 which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

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 Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2002. 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 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.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” we evaluate goodwill and other intangibles for impairment, on at least an annual basis, during our fourth fiscal quarter, and whenever events or changes in 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. Further, to the extent that the book value of the Company as whole is greater than its market capitalization (“fair value”), as of the annual evaluation date, there is a potential likelihood that some or all of our goodwill could be considered to be impaired. The resulting impairment charge may be considerably larger than the shortfall, if any, of the market capitalization to the book value as a result of subsequent changes to our market capitalization.

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 valuations. 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 (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 unusual charges in the first and third quarters of fiscal 2003 and in fiscal 2002 and fiscal 2001, related to our plans to exit certain activities resulting from the identification of duplicate manufacturing and administrative facilities for closure or consolidation. In connection with our exit activities, we recorded unusual charges for employee termination costs, long-lived asset impairment and other exit-related costs. These charges were incurred pursuant to formal plans developed by management and a liability for the exit costs is recognized at the date of our commitment to the exit plans in accordance with the provisions of Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” The recognition of the unusual charges required that we make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. The estimates of future liabilities may change, requiring the recording of additional unusual 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.

In June 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Issue No. 94-3. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred and not at the date of our commitment to the exit plan. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. We will adopt the provisions of SFAS No. 146 for restructuring activities initiated after December 31, 2002.

Refer to Note D, “Unusual Charges,” of the Notes to Condensed Consolidated Financial Statements for further discussion of our restructuring activities.

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.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales.


			Three months ended						Nine months ended

			December 31,			December 31,			December 31,			December 31,
			2002			2001			2002			2001

Net sales				100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales				94.5			93.4			94.5			93.2
Unusual charges				2.2			—			2.6			4.5

	Gross margin			3.3			6.6			2.9			2.3
Selling, general and administrative				3.0			3.2			3.3			3.3
Intangibles amortization				0.2			0.1			0.1			0.1
Unusual charges				0.3			—			0.4			0.7
Interest and other expense, net				0.6			0.6			0.7			0.7

	Income (loss) before income taxes			(0.8	)		2.7			(1.6	)		(2.5	)
Provision for (benefit from) income taxes				(0.6	)		0.3			(0.6	)		(0.9	)

		Net income (loss)		(0.2	)%		2.4	%		(1.0	)%		(1.6	)%

Net Sales

We derive our net sales from the assembly of printed circuit boards, and complete systems and products, fabrication and assembly of plastic and metal enclosures, fabrication of printed circuit boards and backplanes, and fabrication and assembly of photonics components as well as various product and after market services. Throughout the production process, we offer design and information technology services; logistics services, such as materials procurement, inventory management, vendor management, packaging, and distribution; and automation of key components of the supply chain through advanced information technologies. We offer other after-market services such as repair and warranty services and network and communications installation and maintenance.

Net sales for the third quarter of fiscal 2003 increased 12.0% to $3.85 billion compared to $3.45 billion in the same quarter a year ago. Net sales for the nine months ended December 31, 2002 increased 5.0% to $10.32 billion from $9.81 billion for the same period in fiscal 2002. The increases in net sales in fiscal 2003 were primarily attributed to revenues generated from our new customer and program wins, along with acquisitions and strategic transactions completed in the second half of fiscal 2002 and in fiscal 2003, including, Xerox Corporation, The Orbiant Group, NatSteel Broadway and Casio. The increases were partially offset by weakness in

certain customer demand, particularly in the information technology infrastructure and communications infrastructure markets, as a consequence of a continuing downturn in economic conditions worldwide.

Our ten largest customers during the nine months ended December 31, 2002 accounted for approximately 70% of net sales, with Hewlett-Packard Company and Sony-Ericsson accounting for 12% and 11% of net sales, respectively. In the first nine months of fiscal 2002, our ten largest customers accounted for approximately 64% of net sales with Ericsson accounting for 18% of net sales. No other customer accounted for more than 10% of net sales during these periods.

Gross Profit

Gross profit varies from period to period and is affected by a number of factors, including product mix, component costs and availability, product life cycles, unit volumes, startup, expansion and consolidation of manufacturing facilities, capacity utilization, pricing, competition and new product introductions.

Gross margin for the third quarter of fiscal 2003 decreased to 3.3% compared to 6.6% in the same quarter a year ago. Gross margin for the first nine months of fiscal 2003 was 2.9% compared to 2.3% in the same period a year ago. Excluding the unusual pre-tax charges of $86.9 million in the December 2002 quarter, gross margin in the current quarter was 5.5%. Excluding the unusual pre-tax charges of $266.2 million and $439.4 million, respectively, gross margins were 5.5% and 6.8% for the first nine months of fiscal 2003 and fiscal 2002, respectively. The unusual charges were associated with facility closure costs, as more fully described below in “Unusual Charges”. Excluding the impact of unusual charges, gross margins declined as a result of several factors, primarily, (i) a shift in the product mix towards higher volume printed circuit board assembly projects and final system assembly projects, which typically have a lower gross margin because of their higher material content as a percentage of total unit cost, (ii) industry pricing pressures as a consequence of the excess capacity resulting from the continuing economic downturn, and (iii) under-absorbed fixed costs caused by under utilization of capacity, resulting in part from the continued decline in our customers’ markets.

Increased mix of products that have relatively high material costs as a percentage of total unit costs has historically been a factor that has adversely affected our gross margins. We believe that these and other factors may adversely affect our gross margins, but we do not expect that this will have a material effect on our income from operations.

Unusual Charges

We recognized net unusual pre-tax charges of approximately $304.4 million during the nine months ended December 31, 2002, of which $297.0 million related to the closures and consolidations of various manufacturing facilities and $7.4 million for the impairment of investments in certain technology companies. Of this amount, approximately $179.4 million and $86.9 million of the net charges relating to facility closures were classified as a component of cost of sales in the first and third quarters of fiscal 2003, respectively.

We recognized unusual pre-tax charges of approximately $574.4 million during fiscal 2002, of which $530.0 million related to closures of several manufacturing facilities and $44.4 million was primarily for the impairment of investments in certain technology companies. Approximately $464.4 million of the charges relating to facility closures were classified as a component of cost of sales.

We believe that the potential cost of goods savings 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, which may materially affect our results of operations in those future periods.

Refer to Note D, “Unusual Charges,” of the Notes to Condensed Consolidated Financial Statements for further discussion of our restructuring activities.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A for the third quarter of fiscal 2003 increased to $115.5 million from $109.3 million in the same quarter of fiscal 2002. As a percentage of net sales, SG&A decreased to 3.0% from 3.2% in the same quarter a year ago. SG&A increased to $340.1 million in the first nine months of fiscal 2003 from $323.6 million in the same period a year ago, however, as percentage of net sales remained flat at 3.3%. The absolute dollar increases in SG&A in fiscal 2003 correlate directly with the factors that drove the increased revenues, which include various business acquisitions completed in the second half of fiscal 2002 and in fiscal 2003. In particular, the expansion of our network services business through our acquisition of The Orbiant Group has

contributed to the increase as this segment carries significantly higher SG&A costs. The increases were offset partially by continued reductions in core spending and efficiencies gained from our restructuring activities.

Intangibles Amortization

Intangibles amortization for the third quarter of fiscal 2003 increased to $6.1 million from $3.1 million in the year ago quarter. Intangibles amortization increased to $15.3 million during the nine months ended December 31, 2002 from $9.1 million in the same period a year ago. The increases in intangibles amortization in fiscal 2003 compared to the same periods of fiscal 2002 were attributed to intangible assets acquired through various business acquisitions completed in the second half of fiscal 2002, in particular due to the completion of our assessment of the value of intangible assets acquired from The Orbiant Group.

Interest and Other Expense, Net

Interest and other expense, net was $23.9 million for the third quarter of fiscal 2003 compared to $22.7 million for the corresponding quarter of fiscal 2002. Interest and other expense, net was $70.8 million in the first nine months of fiscal 2003 compared to $67.3 million for the corresponding period a year ago. The increases in net expense in fiscal 2003 were driven by reduced gains on sales of marketable securities combined with increased expenses related to minority ownership interests in certain subsidiaries. The increases were offset to some extent by higher invested cash balances and reduced outstanding borrowings.

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 78% and 39% for the third quarter and first nine months of fiscal 2003, respectively, compared to a provision of 10% and a benefit of 36% for the comparable periods of 2002. Excluding the tax benefit recorded for the unusual charges, the effective income tax rate was a provision of 10% for the third quarter of fiscal 2003 and the first nine months of fiscal 2003 and 2002, respectively. 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 in China, Hungary and Malaysia.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, we had cash and cash equivalents totaling $613.6 million, total bank and other debts totaling $1.1 billion and $625.0 million available for future borrowing under our credit facility, subject to compliance with certain financial covenants. The credit facility expires in March 2003, and we are currently in discussions to renew the facility. We expect to be able to do so on terms that are substantially similar to those of the current facility. However, we cannot assure you that we will be able to renew the facility on terms that are acceptable to us or at all.

Cash provided by operating activities was $754.6 million and $605.4 million in the first nine months of fiscal 2003 and fiscal 2002, respectively. The increase in cash provided by operating activities in the current fiscal year was primarily due to improved working capital management. Our accounts receivable decreased by approximately $247 million and inventories decreased by approximately $94 million in the first nine months of fiscal 2003.

Cash used in investing activities was $795.9 million and $955.6 million for the first nine months of fiscals 2003 and 2002, respectively. Cash used in investing activities during the first nine months of fiscal 2003 primarily related to (i) net capital expenditures of $156.7 million to purchase equipment and for continued expansion of manufacturing facilities in lower cost (high volume) centers, primarily in Asia, (ii) payments of $142.3 million primarily related to our participation in the asset securitization agreement entered into in March 2002 and (iii) payments of $489.9 million for acquisitions of businesses, primarily NatSteel Broadway. Cash used in investing activities for the first nine months of fiscal 2002 consisted of (i) net capital expenditures of $285.1 million to purchase equipment and for continued expansion of manufacturing facilities, (ii) payment of $396.4 million for purchases of manufacturing facilities and related assets from OEMs and (iii) payment of $281.0 million for acquisitions of businesses. This was partially offset by $6.8 million realized from net minority equity investments in various technology companies.

Net cash used in financing activities was $97.7 million in the first nine months of fiscal 2003, compared to net cash provided by financing activities of $166.1 million for the first nine months of fiscal 2002. Cash used in financing activities during the first nine months of fiscal 2003 primarily related to repayments of debt obligations of approximately $633.5 million, offset by additional borrowings of $534.9 million and $20.8 million in proceeds from ordinary shares issued from our stock plans. Cash generated from financing activities during the first nine months of fiscal 2002 resulted from $1.0 billion of proceeds from long-term debt and bank borrowings and $53.1 million in proceeds from ordinary shares issued from our stock plans, offset by the payment of $112.0 million for the repurchase of the equity instrument from Motorola and $786.5 million used for the repayment of debt obligations.

Our working capital requirements and capital expenditures could continue to increase in order to support future expansions of our operations. 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 and accounts receivable, 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 unusual 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 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 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

We have an $800.0 million revolving credit facility with a syndicate of domestic and foreign banks. The credit facility consists of two separate credit agreements, one providing for up to $400.0 million principal amount of revolving credit loans to us (“Tranche A”) and one providing for up to $400.0 million principal amount of revolving credit loans to our U.S. subsidiary, Flextronics International USA, Inc. (“Tranche B”). Both Tranche A and Tranche B are split one-third to a 364-day facility and two-thirds to a three-year facility. Borrowings under the credit facility bear interest, at our option, either at (i) the base rate (as defined in the credit facility); or (ii) the LIBOR rate (as defined in the credit facility) plus the applicable margin for LIBOR loans ranging between 0.875% and 2.25%, based on our credit ratings and facility usage. We are required to pay a quarterly commitment fee ranging from 0.125% to 0.50% per annum, based on our credit ratings, of the unutilized portion of the credit facility.

The credit facility is unsecured, and contains certain restrictions on our ability to (i) incur certain debt, (ii) make certain investments and (iii) make certain acquisitions of other entities. The credit facility also requires that we maintain certain financial covenants, including, among other things, a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, and amortization), a minimum ratio of fixed charge coverage, and a minimum net worth, as defined, during the term of the credit facility. Borrowings under the credit facility are guaranteed by us and certain of our subsidiaries. As of December 31, 2002, we were in compliance with our covenants. As of December 31, 2002, we had $175.0 million of outstanding borrowings under our credit facility, all of which were outstanding under the three-year facility, and additional borrowings of $625.0 million were available to us under the credit facility. The credit facility expires in March 2003, and we are currently in discussions to renew the facility. We expect to be able to do so on terms that are substantially similar to those of the current facility. However, we cannot assure you that we will be able to renew the facility on terms that are acceptable to us or at all.

Our outstanding debt obligations include: (i) borrowings outstanding related to our senior subordinated notes, (ii) amounts drawn on our credit facility (as noted above), (iii) amounts drawn by subsidiaries on various lines of credit, (iv) properties financed under mortgage loans, (v) equipment financed under capital leases and (vi) other term obligations. Additionally, we have leased certain of our facilities under operating lease commitments. There have been no material changes to our debt obligations during the nine months ended December 31, 2002.

In March 2002, we entered into a receivables securitization agreement and sold a designated pool of qualified trade receivables to a third party qualified special purpose entity, which in turn sold an undivided ownership interest to a conduit, administrated by an unaffiliated financial institution. We participate as an investor in the conduit. The agreement, which expires in March 2003, is subject to annual renewal and has a current maximum limit of $250.0 million. We have sold $421.8 million of our accounts receivables as of December 31, 2002, which represents the face amount of the total outstanding trade receivables on all designated customer accounts at

that date. We received net cash proceeds of $207.0 million on the sale of these receivables. We have a recourse obligation that is limited to our investment and 5% of the total sold receivables, totaling $214.8 million as of December 31, 2002. The accounts receivable balances that were sold were removed from the consolidated balance sheet and reflected as cash provided by operating activities in the consolidated statement of cash flows.

In fiscal 2002, we entered into operating leases with respect to properties located in Mexico and Texas. During fiscal 2002, we completed construction on the property in Mexico and began construction on the property in Texas. The amount outstanding on the Mexico and Texas properties as of December 31, 2002, was $22.9 million and $65.1 million, respectively. Upon the expiration of these leases in 2006 and 2008, respectively, we may renew the leases for an additional five years subject to certain approvals and conditions, or arrange a sale of the buildings to a third party. We also have the right to purchase the buildings at cost at the end of the lease terms, or to terminate the leases at any time by paying the outstanding termination value. We have provided a residual value guarantee, which means that if the building is sold to a third party, we are responsible for making up any shortfall between the actual sales price and the amount funded under the leases. The maximum potential amount of the residual value guarantee is $75.9 million.

RELATED PARTY TRANSACTIONS

In prior years, we have loaned approximately $11.5 million to several of our executive officers. 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 2.48% to 7.25%. The remaining outstanding balance of the loans, including accrued interest, as of December 31, 2002, was approximately $12.8 million. Additionally, in connection with an investment partnership, one of our subsidiaries 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 December 31, 2002 was approximately $2.8 million. We will not make any further loans to our executive officers.

EFFECT OF NEW ACCOUNTING STANDARDS

Asset Retirement Obligations

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” to be effective for all fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. We will adopt SFAS No. 143 in fiscal 2004. We do not believe the adoption of SFAS No. 143 will have a material impact on our financial position, results of operations or cash flows.

Long-Lived Asset Impairment

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supercedes SFAS No. 121 and requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired and by broadening the presentation of discontinued operations to include more disposal transactions. We adopted SFAS No. 144 in the first quarter of fiscal 2003. The adoption of SFAS No. 144 did not have a material impact on our financial position, results of operations or cash flows.

Extinguishment of Debt and Sale-Leaseback Transactions

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” will now be used to classify those gains and losses. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in Opinion 30 for classification as an extraordinary item shall be reclassified. SFAS No. 145 also amends SFAS No. 13, “Accounting for Leases,” to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. We will adopt the provisions of SFAS No. 145 related to the rescission of Statement No. 4 in the first quarter of fiscal 2004. We do not believe the adoption of these provisions will have a material impact on our financial position, results of operations or cash flows. The provisions

in paragraphs 8 and 9(c) of SFAS No. 145 related to Statement No. 13 are required to be effective for transactions occurring after May 15, 2002 and thus we have adopted these provisions. The adoption of these provisions did not have any impact on our financial position, results of operations or cash flows.

Exit or Disposal Activities

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue No. 94-3, a liability for an exit cost was recognized at the date of our commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. We will adopt the provisions of SFAS No. 146 for restructuring activities initiated after December 31, 2002.

Stock-based Compensation Arrangements

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”. The statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for financial statements issued for fiscal years ending after December 15, 2002. We will adopt the transition guidance and annual disclosure provisions of SFAS No. 148 in the fourth quarter of fiscal 2003. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods after December 15, 2002. We will adopt the interim disclosure provisions in the first quarter of fiscal 2004. We do not expect the adoption of SFAS No. 148 to have a material impact on our financial position, results of operations or cash flows.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”, which expands upon and strengthens existing accounting guidance concerning when a company should include in its financial statements the assets, liabilities and activities of another entity. Prior to the issuance of FIN 46, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 now requires a variable interest entity, as defined in FIN 46, to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We do not believe the adoption of FIN 46 will have a material impact on the our financial position, results of operations or cash flows.

Guarantees

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation specifies the disclosures to be made by a guarantor in its interim and annual financial statements concerning its obligations under certain guarantees that it has issued. FIN 45 also requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are effective for interim and annual periods ending after December 15, 2002. The initial recognition and initial measurement requirements of FIN 45 are effective prospectively for guarantees issued or modified after December 31, 2002. We have adopted the disclosure provisions of FIN 45 in the current quarter. We are assessing the impact of the adoption of the recognition and measurement requirements of FIN 45, but currently do not believe the adoption will have a material impact on our financial position, results of operations or cash flows.

CERTAIN FACTORS AFFECTING OPERATING RESULTS

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

We have experienced significant growth in our business over the last three years as a result of internal growth and acquisitions. Since the beginning of fiscal 2001, our global workforce has more than doubled in size. During that time, we have also reduced our workforce at some locations and closed certain facilities in connection with our restructuring activities. These changes are likely to strain considerably 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 increase our manufacturing capacity in 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 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.

In addition, we expect to incur new fixed operating expenses associated with our expansion efforts that will increase our cost of sales, including substantial 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 expansion, both through internal growth and acquisitions, has contributed to our incurring significant unusual charges. A detailed description of the amount of these unusual charges is included in Note D, “Unusual Charges,” of the Notes to Condensed Consolidated Financial Statements.

We depend on the handheld electronics devices, information technologies infrastructure, communications infrastructure and computer and office automation, and consumer industries which 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 depend on sales to customers in the handheld devices, information technologies infrastructure, communications infrastructure and computer and office automation industries. During the first nine months of fiscal 2003, we derived approximately 31% of our revenues from customers in the handheld devices industry, which includes cell phones, pagers and personal digital assistants; approximately 8% of our revenues from providers of information technologies infrastructure, which includes servers, workstations, storage systems, mainframes, hubs and routers; approximately 15% of our revenues from providers of communications infrastructure, which includes equipment for optical networks, cellular base stations, radio frequency devices, telephone exchange and access switches and broadband devices; approximately 26% of our revenues from customers in the computers and office automation industry, which includes copiers, scanners, graphic cards, desktop and notebook computers and peripheral devices such as printers and projectors; and approximately 14% of our revenues from the consumer devices industry, including set-top boxes, home entertainment equipment, cameras and home appliances. The remaining 6% of our revenues was derived from customers in a variety of other industries, including the medical, automotive, industrial and instrumentation industries.

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 may cancel their orders, change production quantities or locations, or delay production.

As a provider of electronics manufacturing services, or EMS, 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 continue to experience reduced lead-times in customer orders. Customers may cancel their orders, change production quantities or delay production for a number of reasons. Many of our customers’ industries are experiencing a significant decrease in demand for their products and services. The generally uncertain economic condition of several of the industries of our customers has 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 would seriously harm our results of operations by reducing the volumes of products manufactured by us for the customers and delivered in that period, as well as 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 may require that manufacturing of their products be transitioned from one facility to another to achieve cost and other objectives. Such transfers, if unanticipated, can 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 possibility of 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 may cause reductions in our gross margins if customer orders continue to be delayed 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 may require rapid increases in production, which can 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 could harm our gross profit and operating income.

Our operating results vary significantly.

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; and

• local conditions and events that may affect our production volumes, such as labor conditions, political instability and local holidays.

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.

In addition, many of our customers are currently experiencing increased volatility in demand, and in many cases reduced demand, for their products. This increases the difficulty of anticipating the levels and timing of future revenues from these customers, and could lead them to defer delivery schedules for products or reduce their volumes of purchases. This would lead to a delay or reduction in our revenues from these customers. Further, these customers may be unable to pay us or otherwise meet their commitments under their agreements or purchase orders with us. Any failure by our customers to pay us may result in a reduction of our operating income and may lead to excess capacity at affected facilities. Any of these factors or a combination of these factors could seriously harm our business and result in fluctuations in our results of operations.

We are exposed to intangible asset risk.

We have a substantial amount of intangible assets. These intangible assets are generally attributable to acquisitions and represent the difference between the purchase price paid for the acquired businesses and the fair value of net tangible assets of acquired businesses. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we are required to evaluate goodwill and other intangibles for impairment, at least on an annual basis, during our fourth fiscal quarter, 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 a charge to our income statement.

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

Since the beginning of fiscal 2001, we have completed over 30 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, however, we do not have any agreements or commitments to make any material acquisitions or strategic customer transactions. Any future acquisitions may require additional debt or equity financing, or the issuance of shares in the transaction. 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 the past, or at all.

To integrate acquired businesses and operations, we work to 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 a number of other risks and challenges, including:

• diversion of management’s attention;

• potential loss of key employees and customers of the acquired companies;

• lack of experience operating in the geographic market or industry sector of the acquired business;

• an increase in our expenses and working capital requirements, which reduces our return on invested capital; and

• exposure to unanticipated contingent liabilities of acquired companies.

Any of these and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition.

Our strategic relationships with major customers create risks.

Since the beginning of fiscal 2001, we have completed several strategic transactions with OEM customers, including, among others, The Orbiant Group, Xerox, Alcatel and Ericsson. Most recently, in October 2002, we completed a strategic transaction with

Casio with respect to our management of certain of their operations. Under these arrangements, we generally acquire inventory, equipment and other assets from the OEM, and lease (or in some cases 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, 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 into our business of the acquired assets and facilities 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 OEM’s 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 may be unable to achieve anticipated levels of profitability under these arrangements, and they may not result in any material revenues or contribute positively to our net income per share. Additionally, due to our relationships with Ericsson and Xerox, other OEMs may not wish to obtain logistics or operations management services from us.

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 in the first nine months of fiscal 2003 and fiscal 2002 accounted for approximately 70% and 64%, respectively, of net sales in those periods. Our largest customers during the first nine months of fiscal 2003 were Hewlett-Packard and Sony-Ericsson, accounting for approximately 12% and 11% of net sales, respectively. Our largest customer during the first nine months of fiscal 2002 was Ericsson, accounting for approximately 18% of net sales. No other customer accounted for more than 10% of net sales in the first nine months of fiscal 2003 and fiscal 2002.

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 hundreds of companies, several of which have achieved substantial market share. Current and prospective customers also evaluate our capabilities against the merits of internal production. Some of our competitors have substantially greater market share and manufacturing, financial and marketing resources than us.

In recent years, many participants in the industry, including us, have substantially expanded their manufacturing capacity. If overall demand for electronics manufacturing services should decrease, this increased capacity could result in substantial pricing pressures, which could seriously harm our operating results. Certain sectors of the EMS industry are currently experiencing increased price competition, and if this increased level of competition should continue, our revenues and gross margin may be adversely affected.

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

At various times, there have been shortages of some of the electronic components that we use, and suppliers of some components have lacked sufficient capacity to meet the demand for these components. In some cases, supply shortages and delays in deliveries of particular components have resulted in curtailed production, or delays in production, of assemblies using that component, which has contributed to an increase in our inventory levels. If we are unable to obtain sufficient components on a timely basis, we may experience manufacturing and shipping delays, which could harm our relationships with current or prospective customers and reduce our sales.

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 effect. 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 2002 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 $4.4 billion of our total revenues for the fiscal year ended March 31, 2002. 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, Africa, Asia and Europe create a number of logistical and communications challenges. 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 Asia, the Americas 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;

• 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.

The attractiveness of our services to our 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, the Czech Republic, Hungary, Mexico, Malaysia and Poland, have experienced periods of slow or negative growth, high inflation, 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 manage our foreign currency exposure by borrowing in various foreign currencies and by entering into foreign exchange forward contracts only with respect to transaction exposure. We try to maintain a fully hedged position for all certain, known transaction exposures. These exposures are primarily, but not limited to, revenues, vendor payments, accrued expenses and inter-company balances in currencies other than the functional currency unit 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 transaction exposure before taking steps to minimize remaining exposure with financial instruments. The credit risk of these forward contracts is minimal since the contracts are with large financial institutions. We hedge committed exposures and these forward contracts generally do not subject us to risk of accounting losses. The gains and losses on forward contracts generally offset the gains and losses on the assets, liabilities and transactions hedged. On April 1, 2001, we adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and No. 138, and as such all foreign currency forward contracts are reported on the balance sheet at fair value. The majority of these foreign exchange contracts expire in less than one month and almost all expire within three months.

We depend on our executive officers.

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 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 addition, 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.

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.

The market price of our ordinary shares is volatile.

The stock market in recent years has experienced significant price and volume fluctuations that have affected the market prices of technology companies. These fluctuations have often been unrelated to or disproportionately impacted by the operating performance of these companies. The market for our ordinary shares may be subject to similar fluctuations. Factors such as fluctuations in our operating results, announcements of technological innovations or events affecting other companies in the electronics industry, currency fluctuations and general market conditions may cause the market price of our ordinary shares to decline.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes during the three and nine months ended December 31, 2002 to our exposure to market risk for changes in interest rates and foreign currency exchange rates.

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 our chief financial officer, based on their evaluation of the effectiveness of our disclosure controls and procedures within 90 days before the filing date of this report, concluded that our disclosure controls and procedures were effective for this purpose.

(b) There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a) Exhibits


Exhibit No.		Exhibit

15.03		Letter in lieu of consent from Deloitte & Touche LLP, dated February 6, 2003 regarding unaudited interim financial information

SIGNATURES

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


	FLEXTRONICS INTERNATIONAL LTD. (Registrant)

Date: February 11, 2003	/s/	Michael E. Marks Michael E. Marks Chief Executive Officer (Principal Executive Officer)

Date: February 11, 2003	/s/	Robert R.B. Dykes Robert R.B. Dykes President, Systems Group and Chief Financial Officer (Principal Financial Officer)

Date: February 11, 2003	/s/	Thomas J. Smach Thomas J. Smach Vice President, Finance (Principal Accounting Officer)

CERTIFICATIONS

I, Michael E. Marks, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 11, 2003

/s/ Michael E. Marks

Michael E. Marks
Chief Executive Officer
(Principal Executive Officer)

I, Robert R.B. Dykes, certify that:

Date: February 11, 2003

/s/ Robert R.B. Dykes

Robert R.B. Dykes
President, Systems Group
and Chief Financial Officer
(Principal Financial Officer)

INDEX TO EXHIBITS


Exhibit No.		Exhibit

15.03		Letter in lieu of consent from Deloitte & Touche LLP, dated February 6, 2003 regarding unaudited interim financial information

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(1)		Options to purchase 13,731,826 shares outstanding during the three months ended December 31, 2001 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 period.

(2)		Due to the Company’s net losses reported, the ordinary share equivalents from stock options to purchase 8,297,576, 8,658,975 and 20,196,310 shares outstanding were excluded from the computation of diluted earnings per share during the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, respectively, because inclusion would be anti-dilutive for the periods.

		Also, the ordinary share equivalents from stock options to purchase 28,695,713, 28,481,252 and 7,259,002 shares outstanding during the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, 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.

		Additionally, ordinary share equivalents from other equity instruments of 333,189, 111,063 and 1,824,148 shares outstanding were anti-dilutive for the three months ended December 31, 2002 and the nine months ended December 31, 2002 and December 31, 2001, respectively, and therefore not assumed to be converted for diluted earnings per share computation. The Company repurchased the equity instrument issued to Motorola in June 2001.

(3)		The ordinary share equivalents from holdback consideration constitutes shares to be issued to the former shareholders of companies acquired by Flextronics at the resolution of agreed upon contingencies. Holdback shares are included in the computation of diluted earnings per share during the three months ended December 31, 2001, based on conditions existing at the end of the period that indicated that such shares would be issuable if the contingency period had ended.

	•		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 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.

	•		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.

	•		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; and

	•		local conditions and events that may affect our production volumes, such as labor conditions, political instability and local holidays.

	•		diversion of management’s attention;

	•		potential loss of key employees and customers of the acquired companies;

	•		lack of experience operating in the geographic market or industry sector of the acquired business;

	•		an increase in our expenses and working capital requirements, which reduces our return on invested capital; and

	•		exposure to unanticipated contingent liabilities of acquired companies.

	•		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 into our business of the acquired assets and facilities 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 OEM’s 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.

	•		tax incentives have been extended to encourage foreign investment; or

	•		income tax rates are low.

	•		fluctuations in the value of local currencies;

	•		labor unrest and difficulties in staffing;

	•		longer payment cycles;

	•		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.

	(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 our chief financial officer, based on their evaluation of the effectiveness of our disclosure controls and procedures within 90 days before the filing date of this report, concluded that our disclosure controls and procedures were effective for this purpose.

	(b)		There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation.

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

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

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

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

	b.		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c.		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a.		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b.		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and