|
Singapore
|
|
Not Applicable
|
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
|
incorporation or organization)
|
|
Identification No.)
|
|
2 Changi South Lane,
|
|
|
|
Singapore
|
|
486123
|
|
(Address of registrant’s principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
☒
|
|
Accelerated filer
☐
|
|
|
|
|
|
Non-accelerated filer
☐
|
|
Smaller reporting company
☐
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Class
|
|
Outstanding at October 24, 2016
|
|
Ordinary Shares, No Par Value
|
|
540,002,824
|
|
|
|
Page
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
San Jose, California
|
|
|
October 28, 2016
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands, except per share amounts)
(Unaudited) |
||||||||||||||
|
Net sales
|
$
|
6,008,525
|
|
|
$
|
6,316,762
|
|
|
$
|
11,885,338
|
|
|
$
|
11,883,010
|
|
|
Cost of sales
|
5,694,834
|
|
|
5,919,846
|
|
|
11,165,652
|
|
|
11,133,753
|
|
||||
|
Gross profit
|
313,691
|
|
|
396,916
|
|
|
719,686
|
|
|
749,257
|
|
||||
|
Selling, general and administrative expenses
|
243,943
|
|
|
216,796
|
|
|
483,489
|
|
|
426,181
|
|
||||
|
Intangible amortization
|
21,986
|
|
|
16,127
|
|
|
43,584
|
|
|
23,798
|
|
||||
|
Interest and other, net
|
24,632
|
|
|
22,035
|
|
|
49,031
|
|
|
38,540
|
|
||||
|
Other charges, net
|
8,388
|
|
|
1,678
|
|
|
11,917
|
|
|
1,842
|
|
||||
|
Income before income taxes
|
14,742
|
|
|
140,280
|
|
|
131,665
|
|
|
258,896
|
|
||||
|
Provision for income taxes
|
17,250
|
|
|
17,303
|
|
|
28,444
|
|
|
25,069
|
|
||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
122,977
|
|
|
$
|
103,221
|
|
|
$
|
233,827
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings (losses) per share
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
$
|
0.00
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.41
|
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.41
|
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic
|
544,055
|
|
|
563,333
|
|
|
544,353
|
|
|
564,417
|
|
||||
|
Diluted
|
544,055
|
|
|
569,655
|
|
|
549,934
|
|
|
573,288
|
|
||||
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands)
(Unaudited) |
||||||||||||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
122,977
|
|
|
$
|
103,221
|
|
|
$
|
233,827
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency translation adjustments, net of zero tax
|
4,213
|
|
|
(30,267
|
)
|
|
14,074
|
|
|
(27,484
|
)
|
||||
|
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(2,059
|
)
|
|
(5,544
|
)
|
|
(711
|
)
|
|
7,285
|
|
||||
|
Comprehensive income (loss)
|
$
|
(354
|
)
|
|
$
|
87,166
|
|
|
$
|
116,584
|
|
|
$
|
213,628
|
|
|
|
Six-Month Periods Ended
|
||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
|
|
(In thousands)
(Unaudited)
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
|
Net income
|
$
|
103,221
|
|
|
$
|
233,827
|
|
|
Depreciation, amortization and other impairment charges
|
337,387
|
|
|
230,894
|
|
||
|
Changes in working capital and other
|
102,944
|
|
|
197,274
|
|
||
|
Net cash provided by operating activities
|
543,552
|
|
|
661,995
|
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
|
Purchases of property and equipment
|
(305,936
|
)
|
|
(296,401
|
)
|
||
|
Proceeds from the disposition of property and equipment
|
26,561
|
|
|
2,383
|
|
||
|
Acquisition of businesses, net of cash acquired
|
(189,895
|
)
|
|
(641,913
|
)
|
||
|
Proceeds from divestiture of businesses, net of cash held in divested businesses
|
36,073
|
|
|
—
|
|
||
|
Other investing activities, net
|
20,357
|
|
|
(10,516
|
)
|
||
|
Net cash used in investing activities
|
(412,840
|
)
|
|
(946,447
|
)
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
|
Proceeds from bank borrowings and long-term debt
|
75,035
|
|
|
595,553
|
|
||
|
Repayments of bank borrowings and long-term debt
|
(110,592
|
)
|
|
(21,090
|
)
|
||
|
Payments for repurchases of ordinary shares
|
(184,698
|
)
|
|
(241,978
|
)
|
||
|
Net proceeds from issuance of ordinary shares
|
11,344
|
|
|
49,074
|
|
||
|
Other financing activities, net
|
(6,836
|
)
|
|
(37,872
|
)
|
||
|
Net cash provided by (used in) financing activities
|
(215,747
|
)
|
|
343,687
|
|
||
|
Effect of exchange rates on cash and cash equivalents
|
14,521
|
|
|
(19,216
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(70,514
|
)
|
|
40,019
|
|
||
|
Cash and cash equivalents, beginning of period
|
1,607,570
|
|
|
1,628,408
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
1,537,056
|
|
|
$
|
1,668,427
|
|
|
|
|
|
|
|
|
||
|
Non-cash investing activity:
|
|
|
|
|
|
||
|
Unpaid purchases of property and equipment
|
$
|
67,633
|
|
|
$
|
99,178
|
|
|
|
As of September 30, 2016
|
|
As of March 31, 2016
|
||||
|
|
(In thousands)
|
||||||
|
Raw materials
|
$
|
2,443,372
|
|
|
$
|
2,234,512
|
|
|
Work-in-progress
|
477,896
|
|
|
561,282
|
|
||
|
Finished goods
|
640,949
|
|
|
695,862
|
|
||
|
|
$
|
3,562,217
|
|
|
$
|
3,491,656
|
|
|
|
|
HRS
|
|
CTG
|
|
IEI
|
|
CEC
|
|
Amount
|
||||||||||
|
|
(In thousands)
|
|||||||||||||||||||
|
Balance, beginning of the year
|
|
$
|
439,336
|
|
|
$
|
68,234
|
|
|
$
|
322,803
|
|
|
$
|
111,693
|
|
|
$
|
942,066
|
|
|
Additions (1)
|
|
—
|
|
|
39,822
|
|
|
16,031
|
|
|
—
|
|
|
55,853
|
|
|||||
|
Divestitures (2)
|
|
(1,787
|
)
|
|
—
|
|
|
(2,640
|
)
|
|
—
|
|
|
(4,427
|
)
|
|||||
|
Purchase accounting adjustments (3)
|
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
794
|
|
|||||
|
Foreign currency translation adjustments
|
|
(2,592
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,592
|
)
|
|||||
|
Balance, end of the period
|
|
$
|
435,751
|
|
|
$
|
108,056
|
|
|
$
|
336,194
|
|
|
$
|
111,693
|
|
|
$
|
991,694
|
|
|
(1)
|
The goodwill generated from the Company’s business combinations completed during the
six-month period ended
September 30, 2016
is primarily related to value placed on the acquired employee workforces, service offerings and capabilities of the acquired businesses. The goodwill is not deductible for income tax purposes. See note 10 for additional information.
|
|
(2)
|
During the
six-month period ended
September 30, 2016
, the Company disposed of
two
non-strategic businesses within the IEI and HRS segments, and recorded an aggregate reduction of goodwill of
$4.4 million
accordingly, which is included in the loss on sale in other expense on the condensed consolidated statement of operations.
|
|
(3)
|
Includes adjustments to estimates resulting from the finalization of management's review of the valuation of assets acquired and liabilities assumed through certain business combinations completed in a period subsequent to the respective acquisition. These adjustments were not individually, nor in the aggregate, significant to the Company.
|
|
|
As of September 30, 2016
|
|
As of March 31, 2016
|
||||||||||||||||||||
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
|
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Customer-related intangibles
|
$
|
261,695
|
|
|
$
|
(89,596
|
)
|
|
$
|
172,099
|
|
|
$
|
223,046
|
|
|
$
|
(66,473
|
)
|
|
$
|
156,573
|
|
|
Licenses and other intangibles
|
290,020
|
|
|
(58,050
|
)
|
|
231,970
|
|
|
285,053
|
|
|
(37,872
|
)
|
|
247,181
|
|
||||||
|
Total
|
$
|
551,715
|
|
|
$
|
(147,646
|
)
|
|
$
|
404,069
|
|
|
$
|
508,099
|
|
|
$
|
(104,345
|
)
|
|
$
|
403,754
|
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
|
(In thousands)
|
||
|
2017 (1)
|
$
|
40,069
|
|
|
2018
|
68,052
|
|
|
|
2019
|
61,398
|
|
|
|
2020
|
52,804
|
|
|
|
2021
|
48,562
|
|
|
|
Thereafter
|
133,184
|
|
|
|
Total amortization expense
|
$
|
404,069
|
|
|
(1)
|
Represents estimated amortization for the remaining
six
-month period ending
March 31, 2017
.
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Cost of sales
|
$
|
2,636
|
|
|
$
|
2,015
|
|
|
$
|
5,069
|
|
|
$
|
4,033
|
|
|
Selling, general and administrative expenses
|
20,097
|
|
|
14,185
|
|
|
41,461
|
|
|
28,293
|
|
||||
|
Total share-based compensation expense
|
$
|
22,733
|
|
|
$
|
16,200
|
|
|
$
|
46,530
|
|
|
$
|
32,326
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
122,977
|
|
|
$
|
103,221
|
|
|
$
|
233,827
|
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
||||||
|
Weighted-average ordinary shares outstanding
|
544,055
|
|
|
563,333
|
|
|
544,353
|
|
|
564,417
|
|
||||
|
Basic earnings (losses) per share
|
$
|
0.00
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted earnings (losses) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
122,977
|
|
|
$
|
103,221
|
|
|
$
|
233,827
|
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average ordinary shares outstanding
|
544,055
|
|
|
563,333
|
|
|
544,353
|
|
|
564,417
|
|
||||
|
Weighted-average ordinary share equivalents from stock options and awards (1) (2)
|
—
|
|
|
6,322
|
|
|
5,581
|
|
|
8,871
|
|
||||
|
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
544,055
|
|
|
569,655
|
|
|
549,934
|
|
|
573,288
|
|
||||
|
Diluted earnings (losses) per share
|
$
|
0.00
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.41
|
|
|
|
|
Foreign Currency Amount
|
|
Notional Contract Value in USD
|
||||||||||
|
Currency
|
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
|
|
(In thousands)
|
||||||||||||
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
CNY
|
|
874,000
|
|
|
—
|
|
|
$
|
130,927
|
|
|
$
|
—
|
|
|
EUR
|
|
23,090
|
|
|
104,160
|
|
|
25,842
|
|
|
118,953
|
|
||
|
HUF
|
|
15,775,600
|
|
|
—
|
|
|
57,280
|
|
|
—
|
|
||
|
ILS
|
|
112,280
|
|
|
—
|
|
|
29,891
|
|
|
—
|
|
||
|
INR
|
|
1,282,982
|
|
|
—
|
|
|
18,600
|
|
|
—
|
|
||
|
MXN
|
|
1,673,000
|
|
|
—
|
|
|
85,680
|
|
|
—
|
|
||
|
MYR
|
|
153,000
|
|
|
7,000
|
|
|
36,970
|
|
|
1,691
|
|
||
|
PLN
|
|
62,840
|
|
|
—
|
|
|
16,379
|
|
|
—
|
|
||
|
Other
|
|
N/A
|
|
|
N/A
|
|
|
35,271
|
|
|
12,350
|
|
||
|
|
|
|
|
|
|
|
|
436,840
|
|
|
132,994
|
|
||
|
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
BRL
|
|
—
|
|
|
392,000
|
|
|
—
|
|
|
120,653
|
|
||
|
CHF
|
|
8,960
|
|
|
21,150
|
|
|
9,210
|
|
|
21,739
|
|
||
|
CNY
|
|
2,582,317
|
|
|
—
|
|
|
386,097
|
|
|
—
|
|
||
|
DKK
|
|
167,400
|
|
|
157,200
|
|
|
25,141
|
|
|
23,609
|
|
||
|
EUR
|
|
869,642
|
|
|
1,150,415
|
|
|
973,337
|
|
|
1,287,735
|
|
||
|
GBP
|
|
32,336
|
|
|
58,752
|
|
|
42,023
|
|
|
76,386
|
|
||
|
HUF
|
|
21,422,970
|
|
|
19,425,090
|
|
|
77,786
|
|
|
70,532
|
|
||
|
ILS
|
|
58,900
|
|
|
91,420
|
|
|
15,680
|
|
|
24,338
|
|
||
|
INR
|
|
2,780,000
|
|
|
26,687
|
|
|
41,817
|
|
|
400
|
|
||
|
MXN
|
|
1,808,051
|
|
|
637,803
|
|
|
93,003
|
|
|
32,889
|
|
||
|
MYR
|
|
348,477
|
|
|
20,200
|
|
|
84,204
|
|
|
4,881
|
|
||
|
PLN
|
|
122,136
|
|
|
73,747
|
|
|
31,834
|
|
|
19,222
|
|
||
|
SEK
|
|
225,946
|
|
|
298,985
|
|
|
26,294
|
|
|
34,857
|
|
||
|
SGD
|
|
43,274
|
|
|
3,620
|
|
|
31,775
|
|
|
2,658
|
|
||
|
Other
|
|
N/A
|
|
|
N/A
|
|
|
45,748
|
|
|
34,906
|
|
||
|
|
|
|
|
|
|
|
|
1,883,949
|
|
|
1,754,805
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Notional Contract Value in USD
|
|
|
|
|
|
|
|
$
|
2,320,789
|
|
|
$
|
1,887,799
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
|
Balance Sheet
Location |
|
September 30,
2016 |
|
March 31,
2016 |
|
Balance Sheet
Location |
|
September 30,
2016 |
|
March 31,
2016 |
||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
Other current assets
|
|
$
|
6,253
|
|
|
$
|
5,510
|
|
|
Other current liabilities
|
|
$
|
4,456
|
|
|
$
|
2,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
Other current assets
|
|
$
|
5,226
|
|
|
$
|
17,138
|
|
|
Other current liabilities
|
|
$
|
6,361
|
|
|
$
|
18,645
|
|
|
|
Three-Month Periods Ended
|
||||||||||||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||||||||||
|
|
Unrealized loss on derivative
instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
|
Beginning balance
|
$
|
(40,174
|
)
|
|
$
|
(84,532
|
)
|
|
$
|
(124,706
|
)
|
|
$
|
(55,437
|
)
|
|
$
|
(109,456
|
)
|
|
$
|
(164,893
|
)
|
|
Other comprehensive gain (loss) before reclassifications
|
(1,169
|
)
|
|
4,213
|
|
|
3,044
|
|
|
(13,818
|
)
|
|
(30,267
|
)
|
|
(44,085
|
)
|
||||||
|
Net (gain) losses reclassified from accumulated other comprehensive loss
|
(890
|
)
|
|
—
|
|
|
(890
|
)
|
|
8,274
|
|
|
—
|
|
|
8,274
|
|
||||||
|
Net current-period other comprehensive gain (loss)
|
(2,059
|
)
|
|
4,213
|
|
|
2,154
|
|
|
(5,544
|
)
|
|
(30,267
|
)
|
|
(35,811
|
)
|
||||||
|
Ending balance
|
$
|
(42,233
|
)
|
|
$
|
(80,319
|
)
|
|
$
|
(122,552
|
)
|
|
$
|
(60,981
|
)
|
|
$
|
(139,723
|
)
|
|
$
|
(200,704
|
)
|
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||||||||||
|
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
|
Beginning balance
|
$
|
(41,522
|
)
|
|
$
|
(94,393
|
)
|
|
$
|
(135,915
|
)
|
|
$
|
(68,266
|
)
|
|
$
|
(112,239
|
)
|
|
$
|
(180,505
|
)
|
|
Other comprehensive gain (loss) before reclassifications
|
324
|
|
|
14,299
|
|
|
14,623
|
|
|
(14,419
|
)
|
|
(27,636
|
)
|
|
(42,055
|
)
|
||||||
|
Net (gains) losses reclassified from accumulated other comprehensive loss
|
(1,035
|
)
|
|
(225
|
)
|
|
(1,260
|
)
|
|
21,704
|
|
|
152
|
|
|
21,856
|
|
||||||
|
Net current-period other comprehensive gain (loss)
|
(711
|
)
|
|
14,074
|
|
|
13,363
|
|
|
7,285
|
|
|
(27,484
|
)
|
|
(20,199
|
)
|
||||||
|
Ending balance
|
$
|
(42,233
|
)
|
|
$
|
(80,319
|
)
|
|
$
|
(122,552
|
)
|
|
$
|
(60,981
|
)
|
|
$
|
(139,723
|
)
|
|
$
|
(200,704
|
)
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Beginning balance
|
$
|
460,334
|
|
|
$
|
516,287
|
|
|
$
|
501,097
|
|
|
$
|
600,672
|
|
|
Transfers of receivables
|
760,540
|
|
|
983,677
|
|
|
1,522,724
|
|
|
1,750,725
|
|
||||
|
Collections
|
(759,330
|
)
|
|
(962,345
|
)
|
|
(1,562,277
|
)
|
|
(1,813,778
|
)
|
||||
|
Ending balance
|
$
|
461,544
|
|
|
$
|
537,619
|
|
|
$
|
461,544
|
|
|
$
|
537,619
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Beginning balance
|
$
|
75,258
|
|
|
$
|
4,500
|
|
|
$
|
73,423
|
|
|
$
|
4,500
|
|
|
Additions to accrual
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Payments
|
(2,221
|
)
|
|
—
|
|
|
(2,221
|
)
|
|
—
|
|
||||
|
Fair value adjustments
|
2,577
|
|
|
—
|
|
|
4,412
|
|
|
—
|
|
||||
|
Ending balance
|
$
|
75,614
|
|
|
$
|
4,500
|
|
|
$
|
75,614
|
|
|
$
|
4,500
|
|
|
|
Fair Value Measurements as of September 30, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)
|
$
|
—
|
|
|
$
|
1,120,831
|
|
|
$
|
—
|
|
|
$
|
1,120,831
|
|
|
Deferred purchase price receivable (Note 8)
|
—
|
|
|
—
|
|
|
461,544
|
|
|
461,544
|
|
||||
|
Foreign exchange contracts (Note 6)
|
—
|
|
|
11,479
|
|
|
—
|
|
|
11,479
|
|
||||
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
|
Mutual funds, money market accounts and equity securities
|
7,497
|
|
|
48,124
|
|
|
—
|
|
|
55,621
|
|
||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
|
Foreign exchange contracts (Note 6)
|
$
|
—
|
|
|
$
|
(10,817
|
)
|
|
$
|
—
|
|
|
$
|
(10,817
|
)
|
|
Contingent consideration in connection with business acquisitions
|
—
|
|
|
—
|
|
|
(75,614
|
)
|
|
(75,614
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value Measurements as of March 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)
|
$
|
—
|
|
|
$
|
1,074,132
|
|
|
$
|
—
|
|
|
$
|
1,074,132
|
|
|
Deferred purchase price receivable (Note 8)
|
—
|
|
|
—
|
|
|
501,097
|
|
|
501,097
|
|
||||
|
Foreign exchange contracts (Note 6)
|
—
|
|
|
22,648
|
|
|
—
|
|
|
22,648
|
|
||||
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
|
Mutual funds, money market accounts and equity securities
|
9,228
|
|
|
40,556
|
|
|
—
|
|
|
49,784
|
|
||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
|
Foreign exchange contracts (Note 6)
|
$
|
—
|
|
|
$
|
(21,091
|
)
|
|
$
|
—
|
|
|
$
|
(21,091
|
)
|
|
Contingent consideration in connection with business acquisitions
|
—
|
|
|
—
|
|
|
(73,423
|
)
|
|
(73,423
|
)
|
||||
|
|
As of September 30, 2016
|
|
As of March 31, 2016
|
|
|
||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Fair Value
Hierarchy |
||||||||
|
|
(In thousands)
|
||||||||||||||||
|
Term Loan, including current portion, due in installments through August 2018
|
$
|
570,000
|
|
|
$
|
568,222
|
|
|
$
|
577,500
|
|
|
$
|
573,533
|
|
|
Level 1
|
|
Term Loan, including current portion, due in installments through March 2019
|
525,000
|
|
|
520,406
|
|
|
547,500
|
|
|
542,709
|
|
|
Level 1
|
||||
|
4.625% Notes due February 2020
|
500,000
|
|
|
536,250
|
|
|
500,000
|
|
|
524,735
|
|
|
Level 1
|
||||
|
5.000% Notes due February 2023
|
500,000
|
|
|
550,000
|
|
|
500,000
|
|
|
507,500
|
|
|
Level 1
|
||||
|
4.750% Notes due June 2025
|
595,782
|
|
|
639,000
|
|
|
595,589
|
|
|
604,926
|
|
|
Level 1
|
||||
|
Total
|
$
|
2,690,782
|
|
|
$
|
2,813,878
|
|
|
$
|
2,720,589
|
|
|
$
|
2,753,403
|
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Net sales:
|
|
|
|
|
|
|
|
||||||||
|
Communications & Enterprise Compute
|
$
|
2,101,922
|
|
|
$
|
2,204,966
|
|
|
$
|
4,297,912
|
|
|
$
|
4,171,528
|
|
|
Consumer Technology Group
|
1,664,736
|
|
|
2,011,089
|
|
|
2,978,518
|
|
|
3,576,052
|
|
||||
|
Industrial & Emerging Industries
|
1,242,722
|
|
|
1,145,842
|
|
|
2,531,737
|
|
|
2,275,981
|
|
||||
|
High Reliability Solutions
|
999,145
|
|
|
954,865
|
|
|
2,077,171
|
|
|
1,859,449
|
|
||||
|
|
$
|
6,008,525
|
|
|
$
|
6,316,762
|
|
|
$
|
11,885,338
|
|
|
$
|
11,883,010
|
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
||||||||
|
Communications & Enterprise Compute
|
$
|
52,453
|
|
|
$
|
65,758
|
|
|
$
|
114,352
|
|
|
$
|
122,822
|
|
|
Consumer Technology Group
|
55,314
|
|
|
41,170
|
|
|
79,948
|
|
|
80,013
|
|
||||
|
Industrial & Emerging Industries
|
37,363
|
|
|
32,268
|
|
|
87,340
|
|
|
61,268
|
|
||||
|
High Reliability Solutions
|
78,707
|
|
|
71,199
|
|
|
167,243
|
|
|
131,085
|
|
||||
|
Corporate and Other
|
(26,902
|
)
|
|
(14,075
|
)
|
|
(61,702
|
)
|
|
(39,786
|
)
|
||||
|
Total segment income
|
196,935
|
|
|
196,320
|
|
|
387,181
|
|
|
355,402
|
|
||||
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
||||||
|
Intangible amortization
|
21,986
|
|
|
16,127
|
|
|
43,584
|
|
|
23,798
|
|
||||
|
Stock-based compensation
|
22,733
|
|
|
16,200
|
|
|
46,530
|
|
|
32,326
|
|
||||
|
Inventory impairment and other (1)
|
92,915
|
|
|
—
|
|
|
92,915
|
|
|
—
|
|
||||
|
Restructuring (2)
|
11,539
|
|
|
—
|
|
|
11,539
|
|
|
—
|
|
||||
|
Other charges, net
|
8,388
|
|
|
1,678
|
|
|
11,917
|
|
|
1,842
|
|
||||
|
Interest and other, net
|
24,632
|
|
|
22,035
|
|
|
49,031
|
|
|
38,540
|
|
||||
|
Income before income taxes
|
$
|
14,742
|
|
|
$
|
140,280
|
|
|
$
|
131,665
|
|
|
$
|
258,896
|
|
|
(1)
|
During the fourth quarter of fiscal year 2016, the Company accepted return of previously shipped inventory from a former customer, SunEdison, Inc. ("SunEdison"), of approximately
$90 million
. On April 21, 2016, SunEdison filed a petition for reorganization under bankruptcy law, and as a result, the Company recognized a bad debt reserve of
$61.0 million
as of March 31, 2016, associated with its outstanding SunEdison receivables.
|
|
(2)
|
The Company has initiated a plan to rationalize the current footprint at existing sites including corporate SG&A functions and to continue to shift the talent base in support of its
sketch to scale
tm
initiatives. As part of this plan, approximately
$11.5 million
was recognized in the quarter ended September 30, 2016. The Company expects to finalize the plan by the end of fiscal year 2017.
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
3,991,248
|
|
|
$
|
5,191,500
|
|
|
$
|
(3,174,223
|
)
|
|
$
|
6,008,525
|
|
|
Cost of sales
|
—
|
|
|
3,686,831
|
|
|
5,182,226
|
|
|
(3,174,223
|
)
|
|
5,694,834
|
|
|||||
|
Gross profit
|
—
|
|
|
304,417
|
|
|
9,274
|
|
|
—
|
|
|
313,691
|
|
|||||
|
Selling, general and administrative expenses
|
—
|
|
|
75,351
|
|
|
168,592
|
|
|
—
|
|
|
243,943
|
|
|||||
|
Intangible amortization
|
75
|
|
|
717
|
|
|
21,194
|
|
|
—
|
|
|
21,986
|
|
|||||
|
Interest and other, net
|
125,803
|
|
|
243,460
|
|
|
(336,243
|
)
|
|
—
|
|
|
33,020
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
(125,878
|
)
|
|
(15,111
|
)
|
|
155,731
|
|
|
—
|
|
|
14,742
|
|
|||||
|
Provision for income taxes
|
11
|
|
|
2,476
|
|
|
14,763
|
|
|
—
|
|
|
17,250
|
|
|||||
|
Equity in earnings in subsidiaries
|
123,381
|
|
|
(63,394
|
)
|
|
(52,231
|
)
|
|
(7,756
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
(80,981
|
)
|
|
$
|
88,737
|
|
|
$
|
(7,756
|
)
|
|
$
|
(2,508
|
)
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
4,482,213
|
|
|
$
|
5,514,535
|
|
|
$
|
(3,679,986
|
)
|
|
$
|
6,316,762
|
|
|
Cost of sales
|
—
|
|
|
4,141,254
|
|
|
5,458,578
|
|
|
(3,679,986
|
)
|
|
5,919,846
|
|
|||||
|
Gross profit
|
—
|
|
|
340,959
|
|
|
55,957
|
|
|
—
|
|
|
396,916
|
|
|||||
|
Selling, general and administrative expenses
|
—
|
|
|
66,682
|
|
|
150,114
|
|
|
—
|
|
|
216,796
|
|
|||||
|
Intangible amortization
|
75
|
|
|
960
|
|
|
15,092
|
|
|
—
|
|
|
16,127
|
|
|||||
|
Interest and other, net
|
(131,637
|
)
|
|
277,002
|
|
|
(121,652
|
)
|
|
—
|
|
|
23,713
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
131,562
|
|
|
(3,685
|
)
|
|
12,403
|
|
|
—
|
|
|
140,280
|
|
|||||
|
Provision for (benefit from) income taxes
|
—
|
|
|
(5,658
|
)
|
|
22,961
|
|
|
—
|
|
|
17,303
|
|
|||||
|
Equity in earnings in subsidiaries
|
(8,585
|
)
|
|
(33,421
|
)
|
|
16,794
|
|
|
25,212
|
|
|
—
|
|
|||||
|
Net income (loss)
|
$
|
122,977
|
|
|
$
|
(31,448
|
)
|
|
$
|
6,236
|
|
|
$
|
25,212
|
|
|
$
|
122,977
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
7,821,600
|
|
|
$
|
9,528,146
|
|
|
$
|
(5,464,408
|
)
|
|
$
|
11,885,338
|
|
|
Cost of sales
|
—
|
|
|
7,100,113
|
|
|
9,529,947
|
|
|
(5,464,408
|
)
|
|
11,165,652
|
|
|||||
|
Gross profit
|
—
|
|
|
721,487
|
|
|
(1,801
|
)
|
|
—
|
|
|
719,686
|
|
|||||
|
Selling, general and administrative expenses
|
—
|
|
|
145,321
|
|
|
338,168
|
|
|
—
|
|
|
483,489
|
|
|||||
|
Intangible amortization
|
150
|
|
|
1,434
|
|
|
42,000
|
|
|
—
|
|
|
43,584
|
|
|||||
|
Interest and other, net
|
(190,588
|
)
|
|
659,777
|
|
|
(408,241
|
)
|
|
—
|
|
|
60,948
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
190,438
|
|
|
(85,045
|
)
|
|
26,272
|
|
|
—
|
|
|
131,665
|
|
|||||
|
Provision for income taxes
|
11
|
|
|
3,070
|
|
|
25,363
|
|
|
—
|
|
|
28,444
|
|
|||||
|
Equity in earnings in subsidiaries
|
(87,206
|
)
|
|
(64,121
|
)
|
|
(74,336
|
)
|
|
225,663
|
|
|
—
|
|
|||||
|
Net income (loss)
|
$
|
103,221
|
|
|
$
|
(152,236
|
)
|
|
$
|
(73,427
|
)
|
|
$
|
225,663
|
|
|
$
|
103,221
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
8,528,598
|
|
|
$
|
9,450,050
|
|
|
$
|
(6,095,638
|
)
|
|
$
|
11,883,010
|
|
|
Cost of sales
|
—
|
|
|
7,785,313
|
|
|
9,444,078
|
|
|
(6,095,638
|
)
|
|
11,133,753
|
|
|||||
|
Gross profit
|
—
|
|
|
743,285
|
|
|
5,972
|
|
|
—
|
|
|
749,257
|
|
|||||
|
Selling, general and administrative expenses
|
—
|
|
|
130,238
|
|
|
295,943
|
|
|
—
|
|
|
426,181
|
|
|||||
|
Intangible amortization
|
150
|
|
|
1,921
|
|
|
21,727
|
|
|
—
|
|
|
23,798
|
|
|||||
|
Interest and other, net
|
(397,020
|
)
|
|
613,414
|
|
|
(176,012
|
)
|
|
—
|
|
|
40,382
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
396,870
|
|
|
(2,288
|
)
|
|
(135,686
|
)
|
|
—
|
|
|
258,896
|
|
|||||
|
Provision for income taxes
|
—
|
|
|
3,441
|
|
|
21,628
|
|
|
—
|
|
|
25,069
|
|
|||||
|
Equity in earnings in subsidiaries
|
(163,043
|
)
|
|
(51,830
|
)
|
|
52,755
|
|
|
162,118
|
|
|
—
|
|
|||||
|
Net income (loss)
|
$
|
233,827
|
|
|
$
|
(57,559
|
)
|
|
$
|
(104,559
|
)
|
|
$
|
162,118
|
|
|
$
|
233,827
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net income (loss)
|
$
|
(2,508
|
)
|
|
$
|
(80,981
|
)
|
|
$
|
88,737
|
|
|
$
|
(7,756
|
)
|
|
$
|
(2,508
|
)
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency translation adjustments, net of zero tax
|
4,213
|
|
|
(7,528
|
)
|
|
(3,368
|
)
|
|
10,896
|
|
|
4,213
|
|
|||||
|
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(2,059
|
)
|
|
1,050
|
|
|
(2,059
|
)
|
|
1,009
|
|
|
(2,059
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
(354
|
)
|
|
$
|
(87,459
|
)
|
|
$
|
83,310
|
|
|
$
|
4,149
|
|
|
$
|
(354
|
)
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net income (loss)
|
$
|
122,977
|
|
|
$
|
(31,448
|
)
|
|
$
|
6,236
|
|
|
$
|
25,212
|
|
|
$
|
122,977
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency translation adjustments, net of zero tax
|
(30,267
|
)
|
|
(33,696
|
)
|
|
(30,633
|
)
|
|
64,329
|
|
|
(30,267
|
)
|
|||||
|
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(5,544
|
)
|
|
1,160
|
|
|
(5,544
|
)
|
|
4,384
|
|
|
(5,544
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
87,166
|
|
|
$
|
(63,984
|
)
|
|
$
|
(29,941
|
)
|
|
$
|
93,925
|
|
|
$
|
87,166
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net income (loss)
|
$
|
103,221
|
|
|
$
|
(152,236
|
)
|
|
$
|
(73,427
|
)
|
|
$
|
225,663
|
|
|
$
|
103,221
|
|
|
Other comprehensive income (loss):
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency translation adjustments, net of zero tax
|
14,074
|
|
|
10,181
|
|
|
21,395
|
|
|
(31,576
|
)
|
|
14,074
|
|
|||||
|
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(711
|
)
|
|
3,500
|
|
|
(711
|
)
|
|
(2,789
|
)
|
|
(711
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
116,584
|
|
|
$
|
(138,555
|
)
|
|
$
|
(52,743
|
)
|
|
$
|
191,298
|
|
|
$
|
116,584
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Net income (loss)
|
$
|
233,827
|
|
|
$
|
(57,559
|
)
|
|
$
|
(104,559
|
)
|
|
$
|
162,118
|
|
|
$
|
233,827
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency translation adjustments, net of zero tax
|
(27,484
|
)
|
|
(57,186
|
)
|
|
(51,530
|
)
|
|
108,716
|
|
|
(27,484
|
)
|
|||||
|
Unrealized gain on derivative instruments and other, net of zero tax
|
7,285
|
|
|
5,785
|
|
|
7,285
|
|
|
(13,070
|
)
|
|
7,285
|
|
|||||
|
Comprehensive income (loss)
|
$
|
213,628
|
|
|
$
|
(108,960
|
)
|
|
$
|
(148,804
|
)
|
|
$
|
257,764
|
|
|
$
|
213,628
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
157,337
|
|
|
$
|
(390,057
|
)
|
|
$
|
776,305
|
|
|
$
|
(33
|
)
|
|
$
|
543,552
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Purchases of property and equipment, net of proceeds from disposal
|
—
|
|
|
(92,393
|
)
|
|
(186,982
|
)
|
|
—
|
|
|
(279,375
|
)
|
|||||
|
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(80,339
|
)
|
|
(109,556
|
)
|
|
—
|
|
|
(189,895
|
)
|
|||||
|
Proceeds from divestiture of businesses, net of cash held in divested businesses
|
—
|
|
|
20,500
|
|
|
15,573
|
|
|
—
|
|
|
36,073
|
|
|||||
|
Investing cash flows to affiliates
|
(426,040
|
)
|
|
(2,041,309
|
)
|
|
(669,967
|
)
|
|
3,137,316
|
|
|
—
|
|
|||||
|
Other investing activities, net
|
(1,213
|
)
|
|
(7,051
|
)
|
|
28,621
|
|
|
—
|
|
|
20,357
|
|
|||||
|
Net cash used in investing activities
|
(427,253
|
)
|
|
(2,200,592
|
)
|
|
(922,311
|
)
|
|
3,137,316
|
|
|
(412,840
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Proceeds from bank borrowings and long-term debt
|
74,944
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
75,035
|
|
|||||
|
Repayments of bank borrowings, long-term debt and capital lease obligations
|
(105,000
|
)
|
|
(3,491
|
)
|
|
(2,101
|
)
|
|
|
|
|
(110,592
|
)
|
|||||
|
Payments for repurchases of ordinary shares
|
(184,698
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184,698
|
)
|
|||||
|
Net proceeds from issuance of ordinary shares
|
11,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,344
|
|
|||||
|
Financing cash flows from affiliates
|
539,454
|
|
|
2,581,240
|
|
|
16,589
|
|
|
(3,137,283
|
)
|
|
—
|
|
|||||
|
Other financing activities, net
|
30,000
|
|
|
(11,347
|
)
|
|
(25,489
|
)
|
|
—
|
|
|
(6,836
|
)
|
|||||
|
Net cash provided by financing activities
|
366,044
|
|
|
2,566,402
|
|
|
(10,910
|
)
|
|
(3,137,283
|
)
|
|
(215,747
|
)
|
|||||
|
Effect of exchange rates on cash and cash equivalents
|
(7,562
|
)
|
|
(1,423
|
)
|
|
23,506
|
|
|
—
|
|
|
14,521
|
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
88,566
|
|
|
(25,670
|
)
|
|
(133,410
|
)
|
|
—
|
|
|
(70,514
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
734,869
|
|
|
148,201
|
|
|
724,500
|
|
|
—
|
|
|
1,607,570
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
823,435
|
|
|
$
|
122,531
|
|
|
$
|
591,090
|
|
|
$
|
—
|
|
|
$
|
1,537,056
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
389,949
|
|
|
$
|
(248,082
|
)
|
|
$
|
520,128
|
|
|
$
|
—
|
|
|
$
|
661,995
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Purchases of property and equipment, net of proceeds from disposal
|
—
|
|
|
(88,699
|
)
|
|
(205,330
|
)
|
|
11
|
|
|
(294,018
|
)
|
|||||
|
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
|
—
|
|
|
(559,442
|
)
|
|
(82,471
|
)
|
|
—
|
|
|
(641,913
|
)
|
|||||
|
Investing cash flows from (to) affiliates
|
(1,326,493
|
)
|
|
(836,415
|
)
|
|
(1,194,368
|
)
|
|
3,357,276
|
|
|
—
|
|
|||||
|
Other investing activities, net
|
—
|
|
|
(22,822
|
)
|
|
12,306
|
|
|
—
|
|
|
(10,516
|
)
|
|||||
|
Net cash used in investing activities
|
(1,326,493
|
)
|
|
(1,507,378
|
)
|
|
(1,469,863
|
)
|
|
3,357,287
|
|
|
(946,447
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Proceeds from bank borrowings and long-term debt
|
595,309
|
|
|
209
|
|
|
35
|
|
|
—
|
|
|
595,553
|
|
|||||
|
Repayments of bank borrowings, long-term debt and capital lease obligations
|
(17,507
|
)
|
|
(1,039
|
)
|
|
(2,544
|
)
|
|
—
|
|
|
(21,090
|
)
|
|||||
|
Payments for repurchases of ordinary shares
|
(241,978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241,978
|
)
|
|||||
|
Net proceeds from issuance of ordinary shares
|
49,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,074
|
|
|||||
|
Financing cash flows from affiliates
|
435,540
|
|
|
1,811,532
|
|
|
1,110,215
|
|
|
(3,357,287
|
)
|
|
—
|
|
|||||
|
Other financing activities, net
|
—
|
|
|
—
|
|
|
(37,872
|
)
|
|
—
|
|
|
(37,872
|
)
|
|||||
|
Net cash provided by financing activities
|
820,438
|
|
|
1,810,702
|
|
|
1,069,834
|
|
|
(3,357,287
|
)
|
|
343,687
|
|
|||||
|
Effect of exchange rates on cash and cash equivalents
|
24,766
|
|
|
2,955
|
|
|
(46,937
|
)
|
|
—
|
|
|
(19,216
|
)
|
|||||
|
Net decrease (increase) in cash and cash equivalents
|
(91,340
|
)
|
|
58,197
|
|
|
73,162
|
|
|
—
|
|
|
40,019
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
608,971
|
|
|
168,272
|
|
|
851,165
|
|
|
—
|
|
|
1,628,408
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
517,631
|
|
|
$
|
226,469
|
|
|
$
|
924,327
|
|
|
$
|
—
|
|
|
$
|
1,668,427
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
|
Net sales:
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||||||||||
|
|
|
(In thousands)
|
||||||||||||||||||||||||||
|
China
|
|
$
|
1,959,064
|
|
|
32
|
%
|
|
$
|
2,340,475
|
|
|
37
|
%
|
|
$
|
3,799,916
|
|
|
32
|
%
|
|
$
|
4,176,663
|
|
|
35
|
%
|
|
Mexico
|
|
952,857
|
|
|
16
|
%
|
|
943,624
|
|
|
15
|
%
|
|
1,868,202
|
|
|
16
|
%
|
|
1,850,503
|
|
|
16
|
%
|
||||
|
U.S.
|
|
708,858
|
|
|
12
|
%
|
|
627,757
|
|
|
10
|
%
|
|
1,417,268
|
|
|
12
|
%
|
|
1,270,346
|
|
|
11
|
%
|
||||
|
Malaysia
|
|
539,985
|
|
|
9
|
%
|
|
566,919
|
|
|
9
|
%
|
|
1,112,748
|
|
|
9
|
%
|
|
1,112,289
|
|
|
9
|
%
|
||||
|
Brazil
|
|
417,958
|
|
|
7
|
%
|
|
498,697
|
|
|
8
|
%
|
|
789,631
|
|
|
7
|
%
|
|
982,827
|
|
|
8
|
%
|
||||
|
Other
|
|
1,429,803
|
|
|
24
|
%
|
|
1,339,290
|
|
|
21
|
%
|
|
2,897,573
|
|
|
24
|
%
|
|
2,490,382
|
|
|
21
|
%
|
||||
|
|
|
$
|
6,008,525
|
|
|
|
|
|
$
|
6,316,762
|
|
|
|
|
|
$
|
11,885,338
|
|
|
|
|
|
$
|
11,883,010
|
|
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||
|
Property and equipment, net:
|
|
September 30, 2016
|
|
March 31, 2016
|
||||||||||
|
|
|
(In thousands)
|
||||||||||||
|
China
|
|
$
|
765,432
|
|
|
33
|
%
|
|
$
|
789,571
|
|
|
35
|
%
|
|
Mexico
|
|
484,418
|
|
|
21
|
%
|
|
429,989
|
|
|
19
|
%
|
||
|
U.S.
|
|
302,163
|
|
|
13
|
%
|
|
330,778
|
|
|
15
|
%
|
||
|
Malaysia
|
|
190,161
|
|
|
8
|
%
|
|
159,787
|
|
|
7
|
%
|
||
|
Hungary
|
|
127,902
|
|
|
5
|
%
|
|
107,492
|
|
|
5
|
%
|
||
|
Other
|
|
465,883
|
|
|
20
|
%
|
|
425,559
|
|
|
19
|
%
|
||
|
|
|
$
|
2,335,959
|
|
|
|
|
|
$
|
2,257,633
|
|
|
|
|
|
•
|
changes in the macro-economic environment and related changes in consumer demand;
|
|
•
|
the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;
|
|
•
|
the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;
|
|
•
|
our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;
|
|
•
|
the effects on our business due to our customers’ products having short product life cycles;
|
|
•
|
our customers’ ability to cancel or delay orders or change production quantities;
|
|
•
|
our customers’ decision to choose internal manufacturing instead of outsourcing for their product requirements;
|
|
•
|
our exposure to financially troubled customers;
|
|
•
|
integration of acquired businesses and facilities;
|
|
•
|
increased labor costs due to adverse labor conditions in the markets we operate; and
|
|
•
|
changes in tax legislation.
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
|
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
94.8
|
|
|
93.7
|
|
|
93.9
|
|
|
93.7
|
|
|
Gross profit
|
5.2
|
|
|
6.3
|
|
|
6.1
|
|
|
6.3
|
|
|
Selling, general and administrative expenses
|
4.1
|
|
|
3.4
|
|
|
4.1
|
|
|
3.6
|
|
|
Intangible amortization
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.2
|
|
|
Interest and other, net
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
Other charges, net
|
0.1
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
|
Income before income taxes
|
0.2
|
|
|
2.3
|
|
|
1.1
|
|
|
2.2
|
|
|
Provision for income taxes
|
0.3
|
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
Net income (loss)
|
(0.1
|
)%
|
|
2.0
|
%
|
|
0.9
|
%
|
|
2.0
|
%
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
|
Segments:
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||||||||||
|
|
|
(In thousands)
|
||||||||||||||||||||||||||
|
Communications & Enterprise Compute
|
|
$
|
2,101,922
|
|
|
35
|
%
|
|
$
|
2,204,966
|
|
|
35
|
%
|
|
$
|
4,297,912
|
|
|
36
|
%
|
|
$
|
4,171,528
|
|
|
35
|
%
|
|
Consumer Technology Group
|
|
1,664,736
|
|
|
28
|
%
|
|
2,011,089
|
|
|
32
|
%
|
|
2,978,518
|
|
|
25
|
%
|
|
3,576,052
|
|
|
30
|
%
|
||||
|
Industrial & Emerging Industries
|
|
1,242,722
|
|
|
21
|
%
|
|
1,145,842
|
|
|
18
|
%
|
|
2,531,737
|
|
|
21
|
%
|
|
2,275,981
|
|
|
19
|
%
|
||||
|
High Reliability Solutions
|
|
999,145
|
|
|
16
|
%
|
|
954,865
|
|
|
15
|
%
|
|
2,077,171
|
|
|
18
|
%
|
|
1,859,449
|
|
|
16
|
%
|
||||
|
|
|
$
|
6,008,525
|
|
|
|
|
|
$
|
6,316,762
|
|
|
|
|
|
$
|
11,885,338
|
|
|
|
|
|
$
|
11,883,010
|
|
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
|
Segment income & margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Communications & Enterprise Compute
|
$
|
52,453
|
|
|
2.5
|
%
|
|
$
|
65,758
|
|
|
3.0
|
%
|
|
$
|
114,352
|
|
|
2.7
|
%
|
|
$
|
122,822
|
|
|
2.9
|
%
|
|
Consumer Technology Group
|
55,314
|
|
|
3.3
|
%
|
|
41,170
|
|
|
2.0
|
%
|
|
79,948
|
|
|
2.7
|
%
|
|
80,013
|
|
|
2.2
|
%
|
||||
|
Industrial & Emerging Industries
|
37,363
|
|
|
3.0
|
%
|
|
32,268
|
|
|
2.8
|
%
|
|
87,340
|
|
|
3.4
|
%
|
|
61,268
|
|
|
2.7
|
%
|
||||
|
High Reliability Solutions
|
78,707
|
|
|
7.9
|
%
|
|
71,199
|
|
|
7.5
|
%
|
|
167,243
|
|
|
8.1
|
%
|
|
131,085
|
|
|
7.0
|
%
|
||||
|
Corporate and Other
|
(26,902
|
)
|
|
|
|
(14,075
|
)
|
|
|
|
(61,702
|
)
|
|
|
|
(39,786
|
)
|
|
|
||||||||
|
Total segment income
|
196,935
|
|
|
3.3
|
%
|
|
196,320
|
|
|
3.1
|
%
|
|
387,181
|
|
|
3.3
|
%
|
|
355,402
|
|
|
3.0
|
%
|
||||
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Intangible amortization
|
21,986
|
|
|
|
|
16,127
|
|
|
|
|
43,584
|
|
|
|
|
23,798
|
|
|
|
||||||||
|
Stock-based compensation
|
22,733
|
|
|
|
|
16,200
|
|
|
|
|
46,530
|
|
|
|
|
32,326
|
|
|
|
||||||||
|
Inventory impairment and other (1)
|
92,915
|
|
|
|
|
—
|
|
|
|
|
92,915
|
|
|
|
|
—
|
|
|
|
||||||||
|
Restructuring (2)
|
11,539
|
|
|
|
|
—
|
|
|
|
|
11,539
|
|
|
|
|
—
|
|
|
|
||||||||
|
Other charges, net
|
8,388
|
|
|
|
|
1,678
|
|
|
|
|
11,917
|
|
|
|
|
1,842
|
|
|
|
||||||||
|
Interest and other, net
|
24,632
|
|
|
|
|
22,035
|
|
|
|
|
49,031
|
|
|
|
|
38,540
|
|
|
|
||||||||
|
Income before income taxes
|
$
|
14,742
|
|
|
|
|
$
|
140,280
|
|
|
|
|
$
|
131,665
|
|
|
|
|
$
|
258,896
|
|
|
|
||||
|
(1)
|
During the fourth quarter of fiscal year 2016, the Company accepted return of previously shipped inventory from a former customer, SunEdison, Inc. ("SunEdison"), of approximately
$90 million
. On April 21, 2016, SunEdison filed a petition for reorganization under bankruptcy law, and as a result, the Company recognized a bad debt reserve of
$61.0 million
as of March 31, 2016, associated with its outstanding SunEdison receivables.
|
|
(2)
|
The Company has initiated a plan to rationalize the current footprint at existing sites including corporate SG&A functions and to continue to shift the talent base in support of our
sketch to scale
tm
initiatives. As part of this plan, approximately
$11.5 million
was recognized in the quarter ended September 30, 2016. The Company expects to finalize the plan by the end of fiscal year 2017.
|
|
|
Three-Month Periods Ended
|
||
|
|
September 30,
2016 |
|
September 25,
2015 |
|
Days in trade accounts receivable
|
40 days
|
|
41 days
|
|
Days in inventory
|
58 days
|
|
54 days
|
|
Days in accounts payable
|
72 days
|
|
70 days
|
|
Cash conversion cycle
|
26 days
|
|
25 days
|
|
|
Six-Month Periods Ended
|
||||||
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
|
|
(In thousands)
|
||||||
|
Net cash provided by operating activities
|
$
|
543,552
|
|
|
$
|
661,995
|
|
|
Purchases of property and equipment
|
(305,936
|
)
|
|
(296,401
|
)
|
||
|
Proceeds from the disposition of property and equipment
|
26,561
|
|
|
2,383
|
|
||
|
Free cash flow
|
$
|
264,177
|
|
|
$
|
367,977
|
|
|
Period
|
|
Total Number of
Shares Purchased (1) |
|
Average Price
Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar Value of
Shares that May Yet Be Purchased Under the Plans or Programs |
||||||
|
July 2- August 5, 2016 (2)
|
|
1,423,900
|
|
|
$
|
12.63
|
|
|
1,423,900
|
|
|
$
|
133,131,627
|
|
|
August 6 - September 2, 2016 (2) (3)
|
|
2,789,900
|
|
|
$
|
12.96
|
|
|
2,789,900
|
|
|
$
|
486,005,179
|
|
|
September 3 - September 30, 2016 (3)
|
|
2,730,209
|
|
|
$
|
13.13
|
|
|
2,730,209
|
|
|
$
|
450,156,888
|
|
|
Total
|
|
6,944,009
|
|
|
|
|
|
6,944,009
|
|
|
|
|
||
|
(1)
|
During the period from
July 2, 2016
through
September 30, 2016
, all purchases were made pursuant to the programs discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.
|
|
(2)
|
On
August 20, 2015
, our Board of Directors authorized the repurchase of our outstanding ordinary shares for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Annual General Meeting held on the same date as the Board authorization. As of July 1, 2016, we had shares in the aggregate amount of
$151.1 million
were available to be repurchased under this plan, of which
3.1 million
shares in the aggregate amount of
$40.1 million
were repurchased prior to August 24, 2016 (after which authorization under this plan terminated).
|
|
(3)
|
On August 24, 2016, our Board of Directors authorized the repurchase of our outstanding ordinary shares for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Annual General Meeting held on the same date as the Board authorization. As of
September 30, 2016
, shares in the aggregate amount of
$450.2 million
were available to be repurchased under the current plan.
|
|
|
|
FLEX LTD.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael M. McNamara
|
|
|
|
Michael M. McNamara
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
October 28, 2016
|
|
|
|
|
/s/ Christopher Collier
|
|
|
|
Christopher Collier
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
October 28, 2016
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Filed
|
|||
|
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.01
|
|
|
Constitution of Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
15.01
|
|
|
Letter in lieu of consent of Deloitte & Touche LLP.
|
|
|
|
|
|
|
|
|
|
X
|
|
31.01
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
31.02
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
32.01
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Company Registration No.
|
|
Exhibit 3.01
|
||
|
199002645H
|
|
|
|
|
|
1. In this Constitution, if not inconsistent with the subject or context, the words or symbol standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof:
|
|
Interpretation.
|
|
WORDS
|
|
MEANINGS
|
|
|
|
|
|
"The Act"
|
..
|
The Companies Act, Cap. 50.
|
|
"This Constitution"
|
..
|
This Constitution as from time to time altered.
|
|
"The Company”
|
..
|
The above-named Company by whatever name from time to time called.
|
|
"Directors"
|
..
|
The Directors for the time being of the Company or such number of them as have authority to act for the Company.
|
|
"Director"
|
..
|
Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
|
|
"Dividend"
|
|
Includes bonus.
|
|
"Member"
|
..
|
A registered holder of any shares of the Company; provided, however, that a "Member" shall not include the Company in the
|
|
|
|
holding of its shares as treasury shares, unless otherwise required by the Act.
|
|
"month"
|
..
|
Calendar month.
|
|
"Office"
|
..
|
The Registered Office of the Company for the time being.
|
|
"paid up"
|
..
|
Includes credited as paid up.
|
|
"Register"
|
..
|
The Register of Members.
|
|
“registered address” or “address”
|
..
|
In relation to any Member, his physical address for the service or delivery of notices or documents personally or by post, except where otherwise expressly provided in this Constitution.
|
|
"Seal"
|
..
|
The Common Seal of the Company or in appropriate cases the duplicate Common Seal.
|
|
"Secretary"
|
..
|
The Secretary or Secretaries appointed under this Constitution and shall include any person appointed by the Directors to perform the duties of Secretary and where two or more persons are appointed to act as Joint Secretaries shall include any one of those persons.
|
|
"Singapore"
|
..
|
The Republic of Singapore.
|
|
“Statutes”
|
..
|
The Act and every other act for the time being in force concerning companies and affecting the Company.
|
|
“writing", "written" and “in writing”
|
..
|
Written or produced by any substitute for writing or partly one and partly another and shall include (except where otherwise expressly specified in this Constitution or the context otherwise requires, and subject to any limitations, conditions or restrictions contained in the Statutes) any representation or reproduction of words, symbols or other information which may be displayed in a visible form, whether in a physical document or in an electronic communication or form or otherwise howsoever.
|
|
“$”
|
..
|
The lawful currency of Singapore.
|
|
2. The name of the Company is Flex Ltd.
|
Name.
|
|
3. The Office will be situated in the Republic of Singapore.
|
Office.
|
|
4. Subject to the provisions of the Act and any other written law and this Constitution, the Company has:
|
Business or activity.
|
|
(a)
|
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
|
|
(b)
|
for these purposes, full rights, powers and privileges.
|
|
5. The Company is a public company.
|
Public Company.
|
|
6. The liability of Members is limited.
|
Liability of Members.
|
|
7. The Company shall not exercise any right in respect of treasury shares other than as provided by the Act. Subject thereto, the Company may deal with its treasury shares in the manner authorised by, or prescribed pursuant to, the Act.
|
Treasury Shares.
|
|
|
|
|
22. (A) Subject to this Constitution, any Member may transfer all or any of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed by the transferor and the witness thereto and shall be effective although not signed or witnessed by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
|
Form of Transfer.
|
|
(B) All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.
|
Retention of Transfers.
|
|
(C) No share shall in any circumstances be transferred to any infant or bankrupt person or person who is mentally disordered and incapable of managing himself or his affairs.
|
Infant, bankrupt or mentally disordered.
|
|
23. The Directors may, in their absolute discretion decline to register any transfer of shares upon which the Company has a lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of whom they do not approve; provided, however, that as required by the Act the Directors shall, within 30 days beginning with the day on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal.
|
Directors' power to decline to register.
|
|
24. The Directors may decline to register any instrument of transfer unless:
|
Instrument of transfer.
|
|
(a)
|
such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of this Constitution, is paid to the Company in respect thereof;
|
|
|
(b)
|
the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if any), the certificates of the shares to which the transfer relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person to do the same; and
|
|
|
(c)
|
the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid.
|
|
|
25. The Company shall provide a book to be called "Register of Transfers" which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.
|
Register of Transfers.
|
|
26. The Register may be closed at such times and for such periods not exceeding in the aggregate thirty days in any calendar year as the Directors may from time to time determine.
|
Closure of Register.
|
|
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.
|
Calls on shares.
|
|
46. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of this Constitution and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.
|
Rights and privileges of new shares.
|
|
47. Except so far as otherwise provided by the conditions of issue or by this Constitution all new shares shall be subject to the provisions of this Constitution with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
|
New shares otherwise subject to provisions of this Constitution.
|
|
48. (A) The Company may by Ordinary Resolution:
|
Power to consolidate, subdivide, and redenominate shares.
|
|
(a)
|
consolidate and divide all or any of its shares;
|
|
|
|
(b)
|
subdivide its shares or any of them, subject to the provisions of the Act provided, however, that in such sub-division the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
|
|
|
|
(c)
|
subject to the provisions of this Constitution and the Statutes, convert its share capital or any class of shares from one currency to another currency.
|
|
|
|
(B) The Company may by Special Resolution, subject to and in accordance with the Statutes, convert one class of shares into another class of shares.
|
|
Power to convert shares.
|
|
|
49. The Company may by Special Resolution reduce its share capital or any undistributable reserve in any manner, subject to any incident authorised and consent required by law. Without prejudice to the generality of the foregoing and article 8(B), upon cancellation of a share purchased or otherwise acquired by the Company pursuant to this Constitution and the Statutes, the number of issued shares of the Company shall be diminished by the number of the shares so cancelled and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of share capital of the Company shall be reduced accordingly.
|
Power to reduce capital.
|
|
50. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares.
|
Power to convert into stock.
|
|
51. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same articles as the shares from which the stock arose might have been transferred prior to conversion or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine.
|
Transfer of stock.
|
|
52. The holders of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by the number of stock units which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.
|
Rights of stockholders.
|
|
53. All of the provisions of this Constitution that are applicable to paid up shares shall apply to stock and the words "share" and "shareholder" or similar expressions herein shall include "stock" or "stockholder".
|
Interpretation.
|
|
54. (A) Subject to the provisions of the Act the Company shall in each year hold an Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
(B) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
(C) The time and place of any General Meeting shall be determined by the Directors.
|
Annual
General Meeting.
Extraordinary General Meetings.
Time and place.
|
|
55. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
|
Calling Extraordinary General Meetings.
|
|
56. Subject to the provisions of the Act as to Special Resolutions and special notice, at least fourteen days' notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:
|
Notice of Meetings.
|
|
|
(a)
|
in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
|
|
|
|
|
|
|
(b)
|
in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat, as is required by the Act. Provided also that the accidental omission to give notice to, or the non-receipt by any person entitled thereto shall not invalidate the proceedings at any General Meeting.
|
|
|
58. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes:
|
Routine business.
|
|
|
(a)
|
Declaring dividends;
|
|
|
|
|
|
|
(b)
|
Reading, considering and laying the financial statements, the Directors’ statement and Auditor’s report, and other documents required to be attached to the financial statements;
|
|
|
|
|
|
|
(c)
|
Appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement whether by rotation or otherwise; and
|
|
|
|
|
|
|
(d)
|
Appointing or re-appointing the Auditor and fixing the remuneration of the Auditor or determining the manner in which such remuneration is to be fixed.
|
|
|
59. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Save as herein otherwise provided, the quorum at any General Meeting shall be Members holding in aggregate not less than 33 1/3 per cent of the total number of issued and fully paid shares in the capital of the Company for the time being, present in person or by proxy. For the purpose of this article, "Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.
|
Quorum.
|
|
60. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
|
Adjournment if quorum not present.
|
|
61. Subject to the provisions of the Act, a resolution in writing signed by every Member of the Company entitled to vote or being a corporation by its duly authorised representative shall have the same effect and validity as an Ordinary Resolution of the Company passed at a General Meeting duly convened, held and constituted, and may consist of several documents in the like form, each signed by one or more of such Members.
|
Resolution in writing.
|
|
62. The Chairman of the Board of Directors shall preside as chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the chair, one of their number present, to be chairman of the Meeting.
|
Chairman.
|
|
63. The chairman of any General Meeting may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more (or sine die), notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.
|
Adjournment.
|
|
64. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded:
(a) by the chairman of the Meeting;
(b) by not less than three Members who are entitled to vote at the meeting and who are present in person or by proxy or by attorney or in the case of a corporation by a representative;
(c) by any Member or Members present in person or by proxy or by
attorney or in the case of a corporation by a representative and representing not less than five per cent. of the total voting rights of all the Members having the right to vote at the Meeting; or
(d) by any Member or Members present in person or by proxy or by
attorney or in the case of a corporation by a representative, holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than five per cent. of the total sum paid up on all the shares conferring that right.
Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the chairman of the Meeting that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.
|
Method of voting.
|
|
65. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so directed by the Meeting shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.
|
Taking a poll.
|
|
79. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll, to move any resolution or amendment thereto and to speak at the Meeting:
|
Form of proxies.
|
|
An instrument appointing a proxy shall, unless the contrary is stated thereon be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
|
|
|
80. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of this Constitution shall also include a power of attorney) shall be valid notwithstanding the previous death or mental disorder of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided always that no intimation in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.
|
Intervening death or mental disorder of principal not to revoke proxy.
|
|
81. Any corporation that is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company and such corporation shall for purposes of this Constitution (but subject to the Act) be deemed to be present in person at any such Meeting if the person so authorised is present thereat.
|
Corporations acting by representatives.
|
|
101. (A) Any Director may at any time by writing under his hand and deposited at the Office or delivered at a meeting of the Directors appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment.
(B) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors' meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(C) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(D) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of article 107.
(E) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under this Constitution but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote. Provided, however, that he shall not constitute a quorum under article 104 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(F) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(G) An Alternate Director shall not be required to hold any share qualification.
|
Appointment of Alternate Directors.
Voting and Capacity.
Determination of appointment of Alternate Directors.
Powers of Alternate Directors.
Quorum.
Alternate Directors’ remuneration.
No share qualification.
|
|
102. (A) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of this Constitution questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
(B) The Directors may hold or participate in a meeting of the Directors by means of a conference telephone or a video conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and be heard by all other participants at the same time. Such participation shall constitute presence in person. Any such meeting shall be deemed to be held at the place where the person taking
|
Meetings of Directors.
Participation in a meeting by conference telephone or video conference telephone.
|
|
109. The meetings and proceedings of any such committee consisting of two or more members shall be governed mutatis mutandis by the provisions of this Constitution regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding article.
|
Proceedings at committee meetings.
|
|
110. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall, as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
|
Validity of acts of Directors in spite of some formal defect.
|
|
114. Subject as hereinafter provided and to the provisions of the Act, the Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures or otherwise as they may think fit.
|
Directors' borrowing powers.
|
|
115. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
|
Secretary.
|
|
116. (A) The Directors shall provide for the safe custody of the Seal and the official seal for use abroad, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf.
(B) Every instrument to which the Seal shall be affixed shall (subject to the provisions of this Constitution as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.
(C) The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors. For the avoidance of doubt, the affixation of the official seal need not comply with the signature requirements prescribed by article 116(B), and need only comply with the execution formalities prescribed under the Act.
(D) The Company may have a duplicate Seal as referred to in Section 124 of the Act which shall be a facsimile of the Seal with the addition on its face of the words "Share Seal".
|
Seal.
Affixing Seal.
Official seal.
Share Seal.
|
|
117. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the Constitution of the Company and any resolutions passed by the Company or the Directors, and any books, records, documents, accounts and financial statements relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents, accounts or financial statements are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.
|
Power to authenticate documents.
|
|
118. A document purporting to be a copy of a resolution of the Directors or an extract from the minutes of a meeting of Directors which is certified as such in accordance with the provisions of the last preceding article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.
|
Certified copies of resolution of the Directors.
|
|
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.
|
Power to carry profit to reserve.
|
|
133. The Directors shall cause minutes to be made in books to be provided for the purpose:
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of Directors and of any committee of Directors; and (c) of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors. |
Minutes.
|
|
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.
|
Directors to keep proper accounts.
|
|
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.
|
Location and inspection.
|
|
138. In accordance with the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such financial statements, balance sheets, reports, statements and other documents as may be necessary.
|
Presentation of financial statements.
|
|
139. A copy of the financial statements and, if required, the balance sheet (including every document required by law to be attached thereto), which is duly audited and which is to be laid before the Company in General Meeting accompanied by a copy of the Auditor’s report thereon, shall not less than fourteen days before the date of the Meeting be sent to every Member of the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or under this Constitution. Provided always that this article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of a holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.
|
Copies of financial statements.
|
|
140. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.
|
Appointment of Auditors.
|
|
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.
|
Validity of acts of Auditors.
|
|
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.
|
Auditors entitled to attend General Meetings.
|
|
143. (A) Any notice or document (including a share certificate) may be served on or delivered to any Member by the Company either personally or by sending it through the post in a prepaid cover addressed to such Member at his registered address appearing in the Register of Members. Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
(B) Without prejudice to the provisions of article 143(A), but subject otherwise to the Act and any regulations made thereunder relating to electronic communications, any notice or document (including, without limitation, any accounts, balance-sheet, financial statements or report) which is required or permitted to be given, sent or served under the Act or under this Constitution by the Company, or by the Directors, to a Member may be given, sent or served using electronic communications:
(a) to the current address of that person; or
(b) by making it available on a website prescribed by the Company from time to time,
in accordance with the provisions of this Constitution, and/or any other applicable regulations or procedures.
|
Service of notice.
Electronic communications.
|
|
(C) For the purposes of article 143(B) above, a Member shall be deemed to have agreed to receive such notice or document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such notice or document.
|
Implied consent.
|
|
(D) Notwithstanding article 143(C) above, the Directors may, at their discretion, at any time give a Member an opportunity to elect within a specified period of time whether to receive such notice or document by way of electronic communications or as a physical copy, and a Member shall be deemed to have consented to receive such notice or document by way of electronic communications if he was given such an opportunity and he failed to make an election within the specified time, and he shall not in such an event have a right to receive a physical copy of such notice or document.
|
Deemed consent.
|
|
151. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.
|
Distribution of assets in specie.
|
|
152. Subject to the provisions of and so far as may be permitted by the Act and the Statutes, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties (including, without limitation, where he serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise) or in relation thereto. Without prejudice to the generality of the foregoing, no Director, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, wilful default, breach of duty or breach of trust.
|
Indemnity of Directors and officers.
|
|
153. No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trade or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the Members of the Company to communicate to the public save as may be authorised by law.
|
Secrecy.
|
|
154. (A) A Member who is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal data is provided by that Member or is collected through a third party) by the Company (or its agents or service providers) from time to time for any of the following purposes:
(a) implementation and administration of any corporate action by the Company (or its agents or service providers);
(b) internal analysis and/or market research by the Company (or its agents or service providers);
(c) investor relations communications by the Company (or its agents or service providers);
(d) administration by the Company (or its agents or service providers) of that Member’s holding of shares in the Company;
(e) implementation and administration of any service provided by the Company (or its agents or service providers) to its Members to receive notices of meetings, annual reports and other shareholder communications and/or for proxy appointment, whether by electronic means or otherwise;
|
Personal data of Members.
|
|
(f) processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any General Meeting (including any adjournment thereof);
(g) implementation and administration of, and compliance with, any provision of this Constitution;
(h) compliance with any applicable laws, listing rules, take-over rules, regulations and/or guidelines; and
(i) purposes which are reasonably related to any of the above purposes.
(B) Any Member who appoints a proxy and/or representative for any General Meeting and/or any adjournment thereof is deemed to have warranted that where such Member discloses the personal data of such proxy and/or representative to the Company (or its agents or service providers), that Member has obtained the prior consent of such proxy and/or representative for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy and/or representative for the purposes specified in articles 154(A)(f) and 154(A)(h), and is deemed to have agreed to indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of such Member’s breach of warranty.
|
Personal data of proxies and/or representatives.
|
|
NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
|
Number of shares taken
by each Subscriber.
|
|
Sgd. LUCIEN WONG YUEN KUAI
39 Chancery Lane,
#01-13, Villa Chancery,
Singapore 1130.
Advocate & Solicitor
|
ONE ORDINARY SHARE
|
|
TOTAL NUMBER OF SHARES TAKEN
|
ONE ORDINARY SHARE
|
|
Sgd.
|
JUNE LOW FUI SIAN
|
|
NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
|
Number of shares taken
by each Subscriber.
|
|
b/f..
Sgd. CHOO WAI HONG
21 Stevens Drive,
#03-21 Robin Heights,
Singapore 1025.
Advocate & Solicitor
|
ONE ORDINARY SHARE
ONE ORDINARY SHARE
|
|
TOTAL NUMBER OF SHARES TAKEN
|
TWO ORDINARY SHARE
|
|
Sgd.
|
JUNE LOW FUI SIAN
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;
|
|
2.
|
Based on my knowledge, this 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 report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Michael M. McNamara
|
|
|
Michael M. McNamara
|
|
|
Chief Executive Officer
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;
|
|
2.
|
Based on my knowledge, this 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 report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Christopher Collier
|
|
|
Christopher Collier
|
|
|
Chief Financial Officer
|
|
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2016
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date:
|
October 28, 2016
|
/s/ Michael M. McNamara
|
|
|
|
Michael M. McNamara
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
October 28, 2016
|
/s/ Christopher Collier
|
|
|
|
Christopher Collier
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|