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Flextronics Announces Fourth Quarter and Fiscal Year Results

SINGAPORE, April 27 -- Flextronics today announced results for its fourth quarter and fiscal year ended March 31, 2006. As announced last week, Flextronics entered into a definitive agreement to sell its software development and solutions business to an affiliate of Kohlberg Kravis Roberts & Co. As such, the software business and the semiconductor division, which was divested by Flextronics in September 2005, are being treated as discontinued operations in the accompanying financial statements. The network services division that was also divested by Flextronics in September 2005 does not meet the criteria for discontinued operations treatment under generally accepted accounting principles (GAAP) and as such its historical results remain in continuing operations.

  (USD in millions, except EPS)
                            Three Months Ended      Twelve Months Ended
                                 March 31,                March 31,
                              2006        2005         2006         2005
  Non-GAAP total net
   sales                    $3,597      $ 3,613      $15,566      $15,908
  Net sales attributable
   to discontinued operations  $66          $73         $278         $177
  GAAP net sales from
   continuing operations    $3,531      $ 3,540      $15,288      $15,731
  GAAP net income              $43          $74         $141         $340
  Net income, excluding
   intangible amortization,
   restructuring and other
   charges (1)                 $98          $95         $417         $388
  Diluted GAAP EPS           $0.07        $0.12        $0.24        $0.58
  Diluted EPS, excluding
   intangible amortization,
   restructuring and
   other charges (1)         $0.16        $0.16        $0.69        $0.66

  (1)  See Note 1 on Schedule IV attached to this press release

  Quarterly and Fiscal Year Results

Net sales from continuing operations amounted to $3.5 billion in the fourth quarters ended March 31, 2006 and 2005. Excluding the net sales from the divested Network Services division of $207 million in the fourth quarter ended March 31, 2005, net sales from continuing operations grew 6% on a year-over-year basis in the fourth quarter ended March 31, 2006.

Net sales from continuing operations amounted to $15.3 billion in the year ended March 31, 2006 as compared to $15.7 billion in the year ended March 31, 2005. Excluding the net sales from the divested Network Services division of $275 million and $766 million in the years ended March 31, 2006 and 2005, respectively, net sales from continuing operations amounted to $15.0 billion in the years ended March 31, 2006 and 2005.

Excluding intangible amortization, restructuring and other charges, net income for the fourth quarter ended March 31, 2006 increased 3% to $98 million, or $0.16 per diluted share, compared with $95 million, or $0.16 per diluted share, in the year ago quarter. After-tax amortization, restructuring and other charges amounted to $55 million in the fourth quarter ended March 31, 2006, compared to $21 million in the year ago quarter. As a result, GAAP net income amounted to $43 million, or $0.07 earnings per diluted share, in the fourth quarter ended March 31, 2006, as compared to $74 million, or $0.12 per diluted share, in the year ago quarter.

Excluding intangible amortization, restructuring and other charges, net income for the year ended March 31, 2006 increased 7% to $417 million, or $0.69 per diluted share, compared with $388 million, or $0.66 per diluted share, for the year ended March 31, 2005. After-tax amortization, restructuring and other charges amounted to $276 million in the year ended March 31, 2006, compared to $49 million in the year ended March 31, 2005. As a result, GAAP net income amounted to $141 million, or $0.24 earnings per diluted share, in the year ended March 31, 2006, as compared to $340 million, or $0.58 per diluted share, in the year ended March 31, 2005.

During the current fiscal year, the Company increased its cash and certificates of deposit by $129 million to $1 billion as of March 31, 2006 and reduced its net debt by $270 million to $596 million. The Company generated cash flow from operations of $591 million in the year ended March 31, 2006.

Mike McNamara, Chief Executive Officer of Flextronics stated, "We are extremely pleased with our working capital management for the quarter, as we were able to reduce our cash conversion cycle to 10 days compared with 15 days in the year ago quarter. Overall, we feel fiscal 2006 was very successful for the Company as we executed on our plan to divest non-core assets and focus our efforts and resources on the reacceleration of the significant growth opportunities in our core EMS business. As a result, during the year we divested our network services and semiconductor businesses and recently announced a definitive agreement to sell our software business. By monetizing these non-core assets at substantial gains over carrying values, Flextronics will have generated cash proceeds in excess of $1.1 billion, assuming the software transaction closes as expected this summer."

McNamara concluded by saying, "Fiscal 2006 was a very strong year in terms of new business wins from both new and existing customers. We think this should start showing up in our revenue growth rates in the second half of calendar 2006."

Guidance

Management provided guidance for total earnings per diluted share of $0.16 to $0.17 (including discontinued operations but excluding amortization of intangibles and stock-based compensation expense) and revenues from continuing operations of $3.7 billion to $3.9 billion for the June 2006 quarter. Quarterly GAAP earnings per diluted share are expected to be lower than the guidance provided herein by approximately $0.03 per diluted share reflecting quarterly intangible amortization and stock-based compensation expense.

2004 Award Plan for New Employees

On April 13, 2006, the Company granted options from its 2004 Award Plan for New Employees to purchase an aggregate of 512,550 ordinary shares. The options have an exercise price of $10.78 (which is equal to the closing price of our ordinary shares on the grant date, as quoted on the NASDAQ National Market), will expire 10 years after the date of grant (or upon termination of employment, if earlier), and will become exercisable over four years, with the first 25% becoming exercisable on the first anniversary of the date of grant and the remainder becoming exercisable in equal monthly installments thereafter. Also on April 13, 2006, the Company granted 100,000 share bonus awards from its 2004 Award Plan for New Employees. The share bonus awards will become vested in five equal annual installments beginning on the first anniversary of the grant date, and any unvested awards will expire upon termination of employment. All options and share bonus awards were granted to new employees.

Conference Call and Web Cast

A conference call hosted by Flextronics' management will be held today at 1:30 p.m. PDT to discuss the Company's financial results and its outlook. This call will be broadcast via the Internet and may be accessed by logging on to the Company's website at www.flextronics.com. Additional information in the form of a slide presentation that summarizes the quarterly results may also be found on the Company's site. A replay of the broadcast will remain available on the Company's website after the call.

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

About Flextronics

Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to aerospace, automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. With fiscal year 2006 revenues from continuing operations of USD$15.3 billion, Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in over 30 countries on five continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include statements related to revenue growth, the opportunities for growth in our core EMS business and the proposed divestiture of our software services business. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements. These risks include that the divestiture may not be completed as planned; that we may not realize expected returns from our retained interests in divested businesses; that we may not be successful in redeploying cash proceeds from our recent and pending divestitures in a manner that achieves improved profitability; that growth in our core EMS business (including our agreement with Nortel) may not occur as expected or at all; that we may not be able to obtain new customer programs, or that if we do obtain them, the risk that they may not contribute to our revenue or profitability as expected or at all; competition in our industry; the challenges of international operations; our dependence on industries that continually produce technologically advanced products with short life cycles; our ability to respond to changes in economic trends, to fluctuations in demand for our customers' products and to the short-term nature of our customers' commitments; the challenges of effectively managing our operations; the challenges of integrating acquired companies or assets; our dependence on a small number of customers for the majority of our sales; our reliance on strategic relationships with major customers; the impact on our margins and profitability resulting from substantial investments and start-up and integration costs in our components, design and ODM capabilities; production difficulties, especially with new products; changes in government regulations and tax laws; our exposure to potential litigation relating to intellectual property rights, product warranty and product liability; the effects of customer bankruptcies; potential impairment of our intangible assets and the other risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our reports on Form 10-K, 10-Q and 8-K that we file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are based on current expectations and Flextronics assumes no obligation to update these forward-looking statements.

                                                           SCHEDULE I

             FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share amounts)

              For the three months ended March 31, 2006 (2)
                Non-GAAP  Discontinued  Continuing   Required
                            Operations  Operations   Adjustments  GAAP

  Net sales   $3,597,341      $66,452   $3,530,889         $- $3,530,889
  Cost of
   sales       3,359,408       41,860    3,317,548          -  3,317,548
  Restructuring
   and
   other charges       -            -            -     56,481     56,481
                       -            -            -      7,610      7,610
    Gross
     profit      237,933       24,592      213,341   (56,481)    156,860
  Selling,
   general and
   administrative
   expenses      120,542       11,183      109,359          -    109,359
  Restructuring and
   other charges
  (income)             -            -            -      7,668      7,668
    Operating
     income      117,391       13,409      103,982   (64,149)     39,833
  Intangible
   amortization        -            -            -      8,270      8,270
                       -            -            -      7,121      7,121
  Interest and
   other expense,
   net            19,354          987       18,367   (18,013)        354
  Loss on early
   extinguishment
   of debt             -            -            -          -          -
    Income before
     income taxes 98,037       12,422       85,615   (54,406)     31,209
  Provision for
   (benefit from)
   income taxes       72        2,533      (2,461)    (3,233)    (5,694)
    Net income from
     continuing
     operations                            $88,076   (51,173)     36,903

  Income from
   discontinued
   operations
   (net of tax of
   $1,790 and $1,335,
   respectively)               $9,889                 (3,844)      6,045
    Net income   $97,965                           $ (55,017)    $42,948
  Earnings per share:
   Net income from continuing operations
    Basic                                                          $0.06
    Diluted                                                        $0.06
   Income from
   discontinued operations
    Basic                                                          $0.01
    Diluted                                                        $0.01
   Net income
   Basic           $0.17                                           $0.07
   Diluted         $0.16                                           $0.07
  Shares used in
   computing per
   share amounts:
  Basic          577,741                                         577,741
  Diluted        602,218                                         602,218

                For the three months ended March 31, 2005 (2)
                Non-GAAP  Discontinued Continuing   Required
                            Operations  Operations  Adjustments  GAAP

  Net sales   $3,612,912      $73,050  $3,539,862          $- $3,539,862
  Cost of
   sales       3,350,127       43,595   3,306,532           -  3,306,532
  Restructuring
   and other
   charges             -            -           -       7,610      7,610
   Gross
    profit       262,785       29,455     233,330     (7,610)    225,720
  Selling, general
   and
   administrative
   expenses      144,585       19,626     124,959           -    124,959
  Restructuring
   and other
   charges
  (income)             -            -           -           -          -
   Operating
    income       118,200        9,829     108,371     (7,610)    100,761
  Intangible
   amortization        -            -           -       7,121      7,121
  Interest
   and other
   expense, net   26,250        2,063      24,187       1,415     25,602
  Loss on
   early
   extinguishment
   of debt             -            -           -      16,328     16,328
   Income before
    income
    taxes         91,950        7,766      84,184    (32,474)     51,710
  Provision
   for
  (benefit from)
   income taxes  (3,334)        2,220     (5,554)    (19,403)   (24,957)
   Net income
    from
    continuing
    operations                            $89,738    (13,071)     76,667
  Income from
   discontinued
   operations
   (net of tax
    of $1,790
   and $1,335,
   respectively)               $5,546                 (7,969)    (2,423)
   Net income    $95,284                            $(21,040)    $74,244
  Earnings
   per share:
   Net income
   from continuing
   operations
   Basic                                                           $0.14
   Diluted                                                         $0.13

   Income from
   discontinued
   operations
   Basic                                                              $-
   Diluted                                                            $-
  Net income
   Basic           $0.17                                           $0.13
   Diluted         $0.16                                           $0.12
  Shares used
   in computing
   per share amounts:
   Basic         566,912                                         566,912
   Diluted       597,628                                         597,628

  (2) See Note 2 on Schedule IV attached to this press release.

                                                              SCHEDULE II

             FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share amounts)

                      For the twelve months ended March 31, 2006 (3)
                           Discontinued Continuing   Required
                Non-GAAP    Operations  Operations  Adjustments    GAAP

  Net sales    $15,565,994   $278,018   $15,287,976       $-- $15,287,976
  Cost of
   sales        14,527,208    172,747    14,354,461        --  14,354,461
  Restructuring
   and other
   charges              --         --            --   185,631     185,631
    Gross
     profit      1,038,786    105,271       933,515 (185,631)     747,884
  Selling,
   general and
   administrative
   expenses        525,124     61,178       463,946        --     463,946
  Restructuring
   and other
   charges              --         --            --    37,815      37,815
    Operating
     income        513,662     44,093       469,569 (223,446)     246,123
  Intangible
   amortization         --         --            --    37,160      37,160
  Interest
   and other
   expense, net     88,757      5,023        83,734  (15,688)      68,046
  Gain on
   divestiture
   of operations        --         --            --  (23,819)    (23,819)
  Loss on
   early
   extinguishment
   of debt              --         --            --        --          --
    Income before
     income
     taxes         424,905     39,070       385,835 (221,099)     164,736
  Provision for
   (benefit from)
   income taxes      7,566      7,968         (402)    54,620      54,218
    Net income
     from
     continuing
     operations                            $386,237 (275,719)     110,518
  Income from
   discontinued
   operations
   (net of tax
   of $35,535
   and $5,690,
   respectively)              $31,102                   (458)      30,644
     Net income   $417,339                          ($276,177)   $141,162
  Earnings per share:
   Net income
    from
    continuing
    operations
      Basic                                                        $0.19
      Diluted                                                      $0.18
   Income from
    discontinued
    operations
      Basic                                                        $0.05
      Diluted                                                      $0.05
   Net income
      Basic          $0.73                                         $0.25
      Diluted        $0.69                                         $0.24
  Shares used in
   computing
   per share amounts:
      Basic        573,520                                        573,520
      Diluted      600,604                                        600,604

                      For the twelve months ended March 31, 2005 (3)
                           Discontinued Continuing   Required
                Non-GAAP    Operations  Operations  Adjustments    GAAP

  Net
   sales       $15,908,223   $177,506   $15,730,717       $-- $15,730,717
  Cost of
   sales        14,827,860    107,328    14,720,532        --  14,720,532
  Restructuring
   and other
   charges              --         --            --    78,381      78,381
    Gross
     profit      1,080,363     70,178     1,010,185  (78,381)     931,804
  Selling,
   general and
   administrative
   expenses        568,533     42,926       525,607        --     525,607
  Restructuring
   and other
   charges              --         --            --    16,978      16,978
  Operating
   income          511,830     27,252       484,578  (95,359)     389,219
  Intangible
   amortization         --         --            --    33,541      33,541
  Interest
   and other
   expense,
   net              94,205      4,209        89,996  (13,491)      76,505
  Gain on
   divestiture
   of operations        --         --            --        --          --
  Loss on
   early
   extinguishment
   of debt              --         --            --    16,328      16,328
  Income
   before
   income
   taxes           417,625     23,043       394,582 (131,737)     262,845
  Provision
   for (benefit
   from) income
   taxes            29,234      6,588        22,646  (91,298)    (68,652)
    Net income
     from
     continuing
     operations                            $371,936  (40,439)     331,497
  Income from
   discontinued
   operations
   (net of tax
   of $35,535
   and $5,690,
   respectively)              $16,455                 (8,081)       8,374
    Net
     income       $388,391                          ($48,520)   $339,871
  Earnings per share:
   Net income
    from continuing
    operations
     Basic                                                         $0.60
     Diluted                                                       $0.57
   Income from
    discontinued
    operations
     Basic                                                         $0.02
     Diluted                                                       $0.01
   Net income
    Basic            $0.70                                         $0.61
    Diluted          $0.66                                         $0.58
  Shares used in
   computing
   per share
   amounts:
    Basic          552,920                                        552,920
    Diluted        585,499                                        585,499

  (3)   See Note 3 on Schedule IV attached to this press release.

                                                                SCHEDULE III

             FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
             UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands)

                                                 March 31,      March 31,
                                                  2006             2005
  ASSETS

  Current Assets:
   Cash and cash equivalents                     $ 942,859      $ 869,258
   Certificates of deposit                          55,672              -
   Accounts receivable, net                      1,496,520      1,787,006
   Inventories                                   1,738,310      1,513,715
   Deferred income taxes                            10,688         10,815
   Current assets of discontinued operations        88,464         79,852
   Other current assets                            564,423        526,519
    Total current assets                         4,896,936      4,787,165

  Property and equipment, net                    1,586,486      1,669,876
  Deferred income taxes                            628,296        684,301
  Goodwill and other intangibles, net            2,791,791      3,047,511
  Non-current assets of discontinued operations    575,008        494,670
  Other assets                                     462,379        324,049
    Total assets                               $10,940,896    $11,007,572

  LIABILITIES AND SHAREHOLDERS' EQUITY

  Current Liabilities:
   Bank borrowings, current portion of
    long-term debt and
    capital lease obligations                     $106,099        $26,140
   Accounts payable                              2,758,019      2,505,719
   Current liabilities of discontinued operations   58,251         66,704
   Other current liabilities                     1,035,935      1,281,631
    Total current liabilities                    3,958,304      3,880,194
   Long-term debt, net of current portion:
   Zero Coupon Convertible Junior
    Subordinated Notes due 2008                    195,000        200,000
   1 % Convertible Subordinated Notes due 2010     500,000        500,000
   6 1/2 % Senior Subordinated Notes due 2013      399,650        399,650
   6 1/4 % Senior Subordinate Notes due 2014       390,548        490,270
   Other long-term debt and capital lease
    obligations                                      3,777        119,091
   Non-current liabilities of discontinued
    operations                                      33,419         50,995
   Other liabilities                               105,551        143,324

  Total shareholders' equity                     5,354,647      5,224,048
    Total liabilities and
    shareholders' equity                       $10,940,896    $11,007,572

                                                     SCHEDULE IV

             FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO PRESS RELEASE AND UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
                                STATEMENTS
                              (In thousands)

(1) The non-GAAP financial measures disclosed in this press release exclude certain amounts that are included in the most directly comparable measures under Generally Accepted Accounting Principles ("GAAP"). Non-GAAP results from continuing operations include the results of our discontinued operations. Non-GAAP results also exclude after-tax intangible amortization, gains and losses from divestitures, restructuring and other charges attributable to continued and discontinued operations. The reconciliation of non-GAAP results to GAAP results is illustrated in Schedules I and II attached to this press release.

(2) The non-GAAP financial measures exclude certain amounts that are included in the most directly comparable measures under Generally Accepted Accounting Principles ("GAAP"). Non-GAAP results exclude after-tax intangible amortization, restructuring and other charges or income. The Company recorded intangible amortization expense of $12.9 million (including $4.6 million attributable to discontinued operations) and $16.0 million (including $8.9 million attributable to discontinued operations) during the quarters ended March 31, 2006 and 2005, respectively. The Company also recorded pre-tax restructuring charges of $64.1 million and $7.6 million during the quarters ended March 31, 2006 and 2005, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. The $18.0 million of income included in interest and other expense net during the quarter ended March 31, 2006 is comprised of a $20.6 million net gain recognized by the Company as the result of the liquidation of certain international entities, offset by $2.6 million of intangible amortization expense associated with the Company's equity in earnings of unconsolidated subsidiaries. In addition, during the quarter ended March 31, 2005, the Company recorded losses of $16.3 million associated with the early extinguishment of its 9 3/4% senior subordinated notes due 2010, and $1.4 million for other than temporary impairment of its investments in certain non- publicly traded companies. The tax impacts related to all of these items and other non-operational tax adjustments amounted to a tax benefit of $4.0 million and $20.3 million in the quarters ended March 31, 2006 and 2005, respectively.

(3) The non-GAAP financial measures exclude certain amounts that are included in the most directly comparable measures under Generally Accepted Accounting Principles ("GAAP"). Non-GAAP results exclude after-tax intangible amortization, gains and losses from divestitures, restructuring and other charges or income. The Company recorded intangible amortization expense of $53.8 million (including $16.6 million attributable to discontinued operations) and $42.5 million (including $9.0 million attributable to discontinued operations) during the year ended March 31, 2006 and 2005, respectively. The Company also recorded pre-tax restructuring charges of $215.7 million and $95.4 million during the year ended March 31, 2006 and 2005, respectively, which were primarily related to the closures and consolidations of various manufacturing facilities. Further, the Company recognized $7.7 million and $7.6 million in executive separation costs during the years ended March 31, 2006 and 2005, respectively. The divestitures of the Semiconductor and Network Services divisions resulted in a pre-tax gain of $67.6 million for the year ended March 31, 2006, of which $43.8 million was attributable to discontinued operations. The $15.7 million of income included in interest and other expense net during the year ended March 31, 2006 is comprised of a $20.6 million net gain recognized by the Company as the result of the liquidation of certain international entities, offset by $4.9 million of intangible amortization expense associated with the Company's equity in earnings of unconsolidated subsidiaries. In addition, during the year ended March 31, 2005 the Company recognized a $29.3 million gain from the liquidation of certain international entities. The Company also recognized a loss of $16.3 million associated with the early extinguishment of its 9 3/4% senior subordinated notes due 2010, and a $8.2 million loss for the other than temporary impairment of its investments in certain non-publicly traded companies during the year ended March 31, 2005. The tax impacts related to all of these items and other non-operational tax adjustments amounted to a tax provision of $82.2 million and a tax benefit of $92.2 million in the years ended March 31, 2006 and 2005, respectively.