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
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
|
|
Class
|
|
Outstanding at January 28, 2019
|
Ordinary Shares, No Par Value
|
|
521,417,529
|
|
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
San Jose, California
|
|
February 5, 2019
|
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||
|
(In thousands, except share amounts)
(Unaudited) |
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,503,368
|
|
|
$
|
1,472,424
|
|
Accounts receivable, net of allowance for doubtful accounts of $77,805 and $60,051 as of December 31, 2018 and March 31, 2018, respectively
|
2,861,830
|
|
|
2,517,695
|
|
||
Contract assets
|
298,451
|
|
|
—
|
|
||
Inventories
|
3,897,891
|
|
|
3,799,829
|
|
||
Other current assets
|
930,376
|
|
|
1,380,466
|
|
||
Total current assets
|
9,491,916
|
|
|
9,170,414
|
|
||
Property and equipment, net
|
2,214,148
|
|
|
2,239,506
|
|
||
Goodwill
|
1,078,834
|
|
|
1,121,170
|
|
||
Other intangible assets, net
|
349,645
|
|
|
424,433
|
|
||
Other assets
|
840,542
|
|
|
760,332
|
|
||
Total assets
|
$
|
13,975,085
|
|
|
$
|
13,715,855
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Bank borrowings and current portion of long-term debt
|
$
|
43,249
|
|
|
$
|
43,011
|
|
Accounts payable
|
5,543,349
|
|
|
5,122,303
|
|
||
Accrued payroll
|
389,746
|
|
|
383,332
|
|
||
Other current liabilities
|
1,527,276
|
|
|
1,719,418
|
|
||
Total current liabilities
|
7,503,620
|
|
|
7,268,064
|
|
||
Long-term debt, net of current portion
|
2,906,251
|
|
|
2,897,631
|
|
||
Other liabilities
|
486,886
|
|
|
531,587
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Ordinary shares, no par value; 572,712,781 and 578,317,848 issued, and 522,473,426 and 528,078,493 outstanding as of December 31, 2018 and March 31, 2018, respectively
|
6,573,727
|
|
|
6,636,747
|
|
||
Treasury stock, at cost; 50,239,355 shares as of December 31, 2018 and March 31, 2018
|
(388,215
|
)
|
|
(388,215
|
)
|
||
Accumulated deficit
|
(2,947,661
|
)
|
|
(3,144,114
|
)
|
||
Accumulated other comprehensive loss
|
(159,523
|
)
|
|
(85,845
|
)
|
||
Total shareholders’ equity
|
3,078,328
|
|
|
3,018,573
|
|
||
Total liabilities and shareholders’ equity
|
$
|
13,975,085
|
|
|
$
|
13,715,855
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands, except per share amounts)
(Unaudited) |
||||||||||||||
Net sales
|
$
|
6,944,827
|
|
|
$
|
6,751,552
|
|
|
$
|
20,079,387
|
|
|
$
|
19,030,244
|
|
Cost of sales
|
6,527,067
|
|
|
6,305,224
|
|
|
18,852,395
|
|
|
17,775,678
|
|
||||
Restructuring charges
|
60,435
|
|
|
—
|
|
|
89,512
|
|
|
7,981
|
|
||||
Gross profit
|
357,325
|
|
|
446,328
|
|
|
1,137,480
|
|
|
1,246,585
|
|
||||
Selling, general and administrative expenses
|
237,556
|
|
|
247,365
|
|
|
722,608
|
|
|
772,325
|
|
||||
Intangible amortization
|
20,308
|
|
|
19,588
|
|
|
57,059
|
|
|
55,865
|
|
||||
Restructuring charges
|
5,408
|
|
|
—
|
|
|
10,921
|
|
|
—
|
|
||||
Interest and other, net
|
54,087
|
|
|
31,350
|
|
|
136,889
|
|
|
85,780
|
|
||||
Other charges (income), net
|
71,879
|
|
|
6,865
|
|
|
(8,515
|
)
|
|
(172,467
|
)
|
||||
Income (loss) before income taxes
|
(31,913
|
)
|
|
141,160
|
|
|
218,518
|
|
|
505,082
|
|
||||
Provision for income taxes
|
13,256
|
|
|
22,827
|
|
|
60,767
|
|
|
56,953
|
|
||||
Net income (loss)
|
$
|
(45,169
|
)
|
|
$
|
118,333
|
|
|
$
|
157,751
|
|
|
$
|
448,129
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.09
|
)
|
|
$
|
0.22
|
|
|
$
|
0.30
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
0.22
|
|
|
$
|
0.30
|
|
|
$
|
0.84
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
524,876
|
|
|
528,405
|
|
|
528,528
|
|
|
529,984
|
|
||||
Diluted
|
524,876
|
|
|
534,352
|
|
|
532,308
|
|
|
535,972
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands)
(Unaudited) |
||||||||||||||
Net income (loss)
|
$
|
(45,169
|
)
|
|
$
|
118,333
|
|
|
$
|
157,751
|
|
|
$
|
448,129
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net of zero tax
|
(7,777
|
)
|
|
7,492
|
|
|
(58,485
|
)
|
|
27,806
|
|
||||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
4,635
|
|
|
(4,717
|
)
|
|
(15,193
|
)
|
|
(20,761
|
)
|
||||
Comprehensive income (loss)
|
$
|
(48,311
|
)
|
|
$
|
121,108
|
|
|
$
|
84,073
|
|
|
$
|
455,174
|
|
|
Nine-Month Periods Ended
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
157,751
|
|
|
$
|
448,129
|
|
Depreciation, amortization and other impairment charges
|
507,164
|
|
|
400,015
|
|
||
Gain from deconsolidation of Bright Machines
|
(86,614
|
)
|
|
—
|
|
||
Gain from deconsolidation of Elementum
|
—
|
|
|
(151,574
|
)
|
||
Changes in working capital and other
|
(2,906,906
|
)
|
|
(3,804,156
|
)
|
||
Net cash used in operating activities
|
(2,328,605
|
)
|
|
(3,107,586
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(592,092
|
)
|
|
(432,897
|
)
|
||
Proceeds from the disposition of property and equipment
|
86,724
|
|
|
43,653
|
|
||
Acquisition of businesses, net of cash acquired
|
(12,796
|
)
|
|
(269,724
|
)
|
||
Proceeds from divestiture of businesses, net of cash held in divested businesses
|
267,147
|
|
|
(2,949
|
)
|
||
Cash collections of deferred purchase price
|
2,707,562
|
|
|
3,538,604
|
|
||
Other investing activities, net
|
14,687
|
|
|
(120,934
|
)
|
||
Net cash provided by investing activities
|
2,471,232
|
|
|
2,755,753
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from bank borrowings and long-term debt
|
2,481,407
|
|
|
866,000
|
|
||
Repayments of bank borrowings and long-term debt
|
(2,447,873
|
)
|
|
(907,930
|
)
|
||
Payments for repurchases of ordinary shares
|
(123,979
|
)
|
|
(180,050
|
)
|
||
Net proceeds from issuance of ordinary shares
|
195
|
|
|
2,063
|
|
||
Other financing activities, net
|
9,689
|
|
|
46,482
|
|
||
Net cash used in financing activities
|
(80,561
|
)
|
|
(173,435
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(31,122
|
)
|
|
(14,224
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
30,944
|
|
|
(539,492
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,472,424
|
|
|
1,830,675
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,503,368
|
|
|
$
|
1,291,183
|
|
|
|
|
|
|
|
||
Non-cash investing activities:
|
|
|
|
|
|
||
Unpaid purchases of property and equipment
|
$
|
94,592
|
|
|
$
|
87,772
|
|
Non-cash investment in Elementum
|
$
|
—
|
|
|
$
|
132,679
|
|
Non-cash proceeds from sale of Wink
|
$
|
—
|
|
|
$
|
59,000
|
|
Non-cash investment in Bright Machines (Note 2)
|
$
|
127,641
|
|
|
$
|
—
|
|
Leased Assets to Bright Machines (Note 2)
|
$
|
76,531
|
|
|
$
|
—
|
|
•
|
Communications & Enterprise Compute ("CEC"), which includes telecom business of radio access base stations, remote radio heads, and small cells for wireless infrastructure; networking business which includes optical, routing, broadcasting, and switching products for the data and video networks; server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software-defined product solutions;
|
•
|
Consumer Technologies Group ("CTG"), which includes consumer-related businesses in connected living, audio, consumer power electronics, and mobile devices; and including various supply chain solutions for notebook personal computers, tablets, and printers;
|
•
|
Industrial and Emerging Industries ("IEI"), which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, electric vehicle infrastructure, smart solar energy, semiconductor and capital equipment, office solutions, industrial, home and lifestyle, industrial automation, and kiosks; and
|
•
|
High Reliability Solutions ("HRS"), which is comprised of health solutions business, including consumer health, digital health, medical disposables, drug delivery, and medical equipment; automotive business, including vehicle electrification, connectivity, autonomous vehicles, and smart technologies.
|
Condensed Consolidated Balance Sheet
|
|
|
|
|||
|
Impact of Adopting ASC 606
|
|||||
(In thousands)
(Unaudited) |
Balance at March 31, 2018
|
Adjustments
|
Balance at April 1, 2018
|
|||
|
|
|
|
|||
ASSETS
|
|
|
|
|||
Contract assets
|
—
|
|
412,787
|
|
412,787
|
|
Inventories
|
3,799,829
|
|
(409,252
|
)
|
3,390,577
|
|
Other current assets
|
1,380,466
|
|
(51,479
|
)
|
1,328,987
|
|
|
|
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|||
Other current liabilities
|
1,719,418
|
|
(87,897
|
)
|
1,631,521
|
|
Other liabilities
|
531,587
|
|
2,098
|
|
533,685
|
|
|
|
|
|
|||
Accumulated deficit
|
(3,144,114
|
)
|
(37,855
|
)
|
(3,181,969
|
)
|
Condensed Consolidated Balance Sheet
|
|
|
|
|||
As of December 31, 2018
|
|
|
|
|||
|
Impact of Adopting ASC 606
|
|||||
(In thousands)
(Unaudited) |
As Reported
|
Adjustments
|
Balance without ASC 606 Adoption
|
|||
ASSETS
|
|
|
|
|||
Contract assets
|
298,451
|
|
(298,451
|
)
|
—
|
|
Inventories
|
3,897,891
|
|
315,780
|
|
4,213,671
|
|
Other current assets
|
930,376
|
|
10,044
|
|
940,420
|
|
|
|
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|||
Other current liabilities
|
1,527,276
|
|
51,294
|
|
1,578,570
|
|
|
|
|
|
|||
Accumulated deficit
|
(2,947,661
|
)
|
(36,498
|
)
|
(2,984,159
|
)
|
Condensed Consolidated Statement of Operations
|
|
|
|
|
|
|
|
||||||||||||
|
Impact of Adopting ASC 606
|
||||||||||||||||||
|
Three-Month Period Ended December 31, 2018
|
|
Nine-Month Period Ended December 31, 2018
|
||||||||||||||||
(In thousands)
(Unaudited) |
As Reported
|
Adjustments
|
Balance without ASC 606 Adoption
|
|
As Reported
|
Adjustments
|
Balance without ASC 606 Adoption
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
6,944,827
|
|
$
|
(4,885
|
)
|
$
|
6,939,942
|
|
|
$
|
20,079,387
|
|
$
|
(32,122
|
)
|
$
|
20,047,265
|
|
Cost of sales
|
6,587,502
|
|
(6,907
|
)
|
6,580,595
|
|
|
18,941,907
|
|
(33,479
|
)
|
18,908,428
|
|
||||||
Gross profit
|
357,325
|
|
2,022
|
|
359,347
|
|
|
1,137,480
|
|
1,357
|
|
1,138,837
|
|
•
|
The Company elected to not disclose information about remaining performance obligations as its performance obligations generally have an expected duration of one year or less.
|
•
|
In accordance with ASC 606-10-25-18B the Company will account for certain shipping and handling as activities to fulfill the promise to transfer the good, instead of a promised service to its customer.
|
•
|
In accordance with ASC 606-10-32-18 the Company elected to not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less.
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
3,069,688
|
|
|
$
|
2,760,410
|
|
Work-in-progress
|
354,294
|
|
|
450,569
|
|
||
Finished goods
|
473,909
|
|
|
588,850
|
|
||
|
$
|
3,897,891
|
|
|
$
|
3,799,829
|
|
|
HRS
|
|
CTG
|
|
IEI
|
|
CEC
|
|
Amount
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance, beginning of the year
|
$
|
550,983
|
|
|
$
|
107,748
|
|
|
$
|
337,707
|
|
|
$
|
124,732
|
|
|
$
|
1,121,170
|
|
Additions (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
10,984
|
|
|
10,984
|
|
|||||
Divestitures (2)
|
(5,303
|
)
|
|
(4,484
|
)
|
|
(4,450
|
)
|
|
(6,391
|
)
|
|
(20,628
|
)
|
|||||
Foreign currency translation adjustments (3)
|
(32,692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,692
|
)
|
|||||
Balance, end of the period
|
$
|
512,988
|
|
|
$
|
103,264
|
|
|
$
|
333,257
|
|
|
$
|
129,325
|
|
|
$
|
1,078,834
|
|
(1)
|
The goodwill generated during the
nine-month period ended
December 31, 2018
, is primarily related to value placed on the acquired employee workforce, service offerings and capabilities of the acquired business which may change as the Company is still in the process of evaluating the fair value of the assets and liabilities related to business combination completed during the recent period. The goodwill is not deductible for income tax purposes. See note 13 for additional information.
|
(2)
|
During the
nine-month period ended
December 31, 2018
, the Company divested its China-based Multek operations along with another non-strategic immaterial business, and as a result, recorded an aggregate reduction of goodwill of
$20.6 million
. See note 13 for additional information.
|
(3)
|
During the
nine-month period ended
December 31, 2018
, the Company recorded
$32.7 million
of foreign currency translation adjustments primarily related to the goodwill associated with historical acquisitions, as the U.S. Dollar fluctuated against foreign currencies.
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer-related intangibles
|
$
|
297,563
|
|
|
$
|
(105,000
|
)
|
|
$
|
192,563
|
|
|
$
|
306,943
|
|
|
$
|
(79,051
|
)
|
|
$
|
227,892
|
|
Licenses and other intangibles
|
276,844
|
|
|
(119,762
|
)
|
|
157,082
|
|
|
304,007
|
|
|
(107,466
|
)
|
|
196,541
|
|
||||||
Total
|
$
|
574,407
|
|
|
$
|
(224,762
|
)
|
|
$
|
349,645
|
|
|
$
|
610,950
|
|
|
$
|
(186,517
|
)
|
|
$
|
424,433
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2019 (1)
|
$
|
17,436
|
|
2020
|
65,155
|
|
|
2021
|
60,826
|
|
|
2022
|
52,290
|
|
|
2023
|
44,553
|
|
|
Thereafter
|
109,385
|
|
|
Total amortization expense
|
$
|
349,645
|
|
(1)
|
Represents estimated amortization for the remaining three-month period ending
March 31, 2019
.
|
|
Contract Assets
|
||
Beginning balance, April 1, 2018
|
$
|
—
|
|
Cumulative effect adjustment at April 1, 2018
|
412,787
|
|
|
Revenue recognized
|
5,483,688
|
|
|
Amounts collected or invoiced
|
(5,598,024
|
)
|
|
Ending balance, December 31, 2018
|
$
|
298,451
|
|
|
Three-Month Period Ended December 31, 2018
|
||||||||||||||||||
|
HRS
|
|
CTG
|
|
IEI
|
|
CEC
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
929,638
|
|
|
$
|
1,235,712
|
|
|
$
|
1,198,669
|
|
|
$
|
1,663,262
|
|
|
$
|
5,027,281
|
|
Over time
|
276,714
|
|
|
583,610
|
|
|
460,256
|
|
|
596,966
|
|
|
1,917,546
|
|
|||||
Total segment
|
$
|
1,206,352
|
|
|
$
|
1,819,322
|
|
|
$
|
1,658,925
|
|
|
$
|
2,260,228
|
|
|
$
|
6,944,827
|
|
|
Nine-Month Period Ended December 31, 2018
|
||||||||||||||||||
|
HRS
|
|
CTG
|
|
IEI
|
|
CEC
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Point in time
|
$
|
2,827,959
|
|
|
$
|
3,740,045
|
|
|
$
|
3,351,886
|
|
|
$
|
4,675,809
|
|
|
$
|
14,595,699
|
|
Over time
|
801,790
|
|
|
1,683,094
|
|
|
1,319,302
|
|
|
1,679,502
|
|
|
5,483,688
|
|
|||||
Total segment
|
$
|
3,629,749
|
|
|
$
|
5,423,139
|
|
|
$
|
4,671,188
|
|
|
$
|
6,355,311
|
|
|
$
|
20,079,387
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Cost of sales
|
$
|
4,769
|
|
|
$
|
5,358
|
|
|
$
|
14,940
|
|
|
$
|
13,662
|
|
Selling, general and administrative expenses
|
16,258
|
|
|
15,400
|
|
|
46,121
|
|
|
49,356
|
|
||||
Total share-based compensation expense
|
$
|
21,027
|
|
|
$
|
20,758
|
|
|
$
|
61,061
|
|
|
$
|
63,018
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(45,169
|
)
|
|
$
|
118,333
|
|
|
$
|
157,751
|
|
|
$
|
448,129
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary shares outstanding
|
524,876
|
|
|
528,405
|
|
|
528,528
|
|
|
529,984
|
|
||||
Basic earnings (losses) per share
|
(0.09
|
)
|
|
0.22
|
|
|
0.30
|
|
|
0.85
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(45,169
|
)
|
|
$
|
118,333
|
|
|
$
|
157,751
|
|
|
$
|
448,129
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary shares outstanding
|
524,876
|
|
|
528,405
|
|
|
528,528
|
|
|
529,984
|
|
||||
Weighted-average ordinary share equivalents from stock options and awards (1) (2)
|
—
|
|
|
5,947
|
|
|
3,780
|
|
|
5,988
|
|
||||
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
524,876
|
|
|
534,352
|
|
|
532,308
|
|
|
535,972
|
|
||||
Diluted earnings (losses) per share
|
(0.09
|
)
|
|
0.22
|
|
|
0.30
|
|
|
0.84
|
|
(1)
|
An immaterial amount of options to purchase ordinary shares were excluded from the computation of diluted earnings per share during the three-month and
nine
-month periods ended
December 31, 2018
and
December 31, 2017
, respectively, due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
|
(2)
|
Restricted share unit awards of
6.6 million
for the
nine
-month period ended
December 31, 2018
, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. An immaterial amount of anti-dilutive restricted share unit awards was excluded for the three-month and
nine
-month periods ended
December 31, 2017
.
|
|
Foreign Currency Amount
|
|
Notional Contract Value in USD
|
||||||||||
Currency
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
(In thousands)
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|||
CNY
|
2,195,500
|
|
|
—
|
|
|
$
|
319,564
|
|
|
$
|
—
|
|
EUR
|
57,903
|
|
|
12,413
|
|
|
66,456
|
|
|
14,384
|
|
||
HUF
|
26,817,000
|
|
|
—
|
|
|
95,318
|
|
|
—
|
|
||
ILS
|
180,000
|
|
|
2,625
|
|
|
47,738
|
|
|
696
|
|
||
MXN
|
3,907,000
|
|
|
—
|
|
|
198,453
|
|
|
—
|
|
||
MYR
|
288,800
|
|
|
51,100
|
|
|
69,010
|
|
|
12,211
|
|
||
RON
|
171,000
|
|
|
—
|
|
|
41,884
|
|
|
—
|
|
||
SGD
|
47,100
|
|
|
—
|
|
|
34,353
|
|
|
—
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
32,692
|
|
|
—
|
|
||
|
|
|
|
|
|
|
905,468
|
|
|
27,291
|
|
||
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
||
CAD
|
413,508
|
|
|
446,691
|
|
|
303,203
|
|
|
327,534
|
|
||
CNY
|
3,569,739
|
|
|
1,097,810
|
|
|
517,310
|
|
|
160,000
|
|
||
EUR
|
1,943,263
|
|
|
2,058,119
|
|
|
2,215,448
|
|
|
2,346,054
|
|
||
GBP
|
72,112
|
|
|
65,663
|
|
|
91,160
|
|
|
83,067
|
|
||
HUF
|
135,200,211
|
|
|
130,812,582
|
|
|
480,555
|
|
|
464,960
|
|
||
ILS
|
238,075
|
|
|
121,000
|
|
|
63,140
|
|
|
32,090
|
|
||
INR
|
6,147,046
|
|
|
19,872,836
|
|
|
87,298
|
|
|
281,278
|
|
||
MXN
|
3,332,861
|
|
|
2,727,145
|
|
|
169,290
|
|
|
138,523
|
|
||
MYR
|
933,930
|
|
|
647,400
|
|
|
223,167
|
|
|
154,699
|
|
||
SEK
|
552,834
|
|
|
637,284
|
|
|
61,263
|
|
|
70,646
|
|
||
SGD
|
91,830
|
|
|
50,580
|
|
|
66,978
|
|
|
36,891
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
119,052
|
|
|
317,735
|
|
||
|
|
|
|
|
|
|
4,397,864
|
|
|
4,413,477
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Notional Contract Value in USD
|
|
|
|
|
|
|
$
|
5,303,332
|
|
|
$
|
4,440,768
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location |
|
December 31,
2018 |
|
March 31,
2018 |
|
Balance Sheet
Location |
|
December 31,
2018 |
|
March 31,
2018 |
||||||||
|
(In thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
7,049
|
|
|
$
|
19,422
|
|
|
Other current liabilities
|
|
$
|
14,377
|
|
|
$
|
7,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
21,567
|
|
|
$
|
23,912
|
|
|
Other current liabilities
|
|
$
|
21,708
|
|
|
$
|
18,246
|
|
|
Three-Month Periods Ended
|
||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Unrealized loss on
derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized loss on derivative
instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Beginning balance
|
$
|
(55,574
|
)
|
|
$
|
(100,807
|
)
|
|
$
|
(156,381
|
)
|
|
$
|
(48,470
|
)
|
|
$
|
(75,403
|
)
|
|
$
|
(123,873
|
)
|
Other comprehensive gain (loss) before reclassifications
|
(14,683
|
)
|
|
(7,777
|
)
|
|
(22,460
|
)
|
|
(4,643
|
)
|
|
7,248
|
|
|
2,605
|
|
||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
19,318
|
|
|
—
|
|
|
19,318
|
|
|
(74
|
)
|
|
244
|
|
|
170
|
|
||||||
Net current-period other comprehensive gain (loss)
|
4,635
|
|
|
(7,777
|
)
|
|
(3,142
|
)
|
|
(4,717
|
)
|
|
7,492
|
|
|
2,775
|
|
||||||
Ending balance
|
$
|
(50,939
|
)
|
|
$
|
(108,584
|
)
|
|
$
|
(159,523
|
)
|
|
$
|
(53,187
|
)
|
|
$
|
(67,911
|
)
|
|
$
|
(121,098
|
)
|
|
Nine-Month Periods Ended
|
|||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||||||||||||
|
Unrealized loss on
derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized loss on derivative
instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||
Beginning balance
|
$
|
(35,746
|
)
|
|
$
|
(50,099
|
)
|
|
$
|
(85,845
|
)
|
|
$
|
(32,426
|
)
|
|
$
|
(95,717
|
)
|
|
$
|
(128,143
|
)
|
|
Other comprehensive gain (loss) before reclassifications
|
(55,396
|
)
|
|
(58,485
|
)
|
|
(113,881
|
)
|
|
(5,488
|
)
|
|
27,562
|
|
|
22,074
|
|
|||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
40,203
|
|
—
|
|
—
|
|
|
40,203
|
|
|
(15,273
|
)
|
|
244
|
|
|
(15,029
|
)
|
||||||
Net current-period other comprehensive gain (loss)
|
(15,193
|
)
|
|
(58,485
|
)
|
|
(73,678
|
)
|
|
(20,761
|
)
|
|
27,806
|
|
|
7,045
|
|
|||||||
Ending balance
|
$
|
(50,939
|
)
|
|
$
|
(108,584
|
)
|
|
$
|
(159,523
|
)
|
|
$
|
(53,187
|
)
|
|
$
|
(67,911
|
)
|
|
$
|
(121,098
|
)
|
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
|
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)
|
$
|
—
|
|
|
$
|
594,814
|
|
|
$
|
—
|
|
|
$
|
594,814
|
|
Foreign exchange contracts (Note 9)
|
—
|
|
|
28,616
|
|
|
—
|
|
|
28,616
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
2,535
|
|
|
74,237
|
|
|
—
|
|
|
76,772
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0.003
|
|
||||
Foreign exchange contracts (Note 9)
|
$
|
—
|
|
|
$
|
(36,085
|
)
|
|
$
|
—
|
|
|
$
|
(36,085
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of March 31, 2018
|
||||||||||||||
|
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)
|
$
|
—
|
|
|
$
|
452,622
|
|
|
$
|
—
|
|
|
$
|
452,622
|
|
Foreign exchange contracts (Note 9)
|
—
|
|
|
43,334
|
|
|
—
|
|
|
43,334
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
7,196
|
|
|
67,532
|
|
|
—
|
|
|
74,728
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Foreign exchange contracts (Note 9)
|
$
|
—
|
|
|
$
|
(25,311
|
)
|
|
$
|
—
|
|
|
$
|
(25,311
|
)
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Fair Value
Hierarchy |
||||||||
|
(In thousands)
|
||||||||||||||||
4.625% Notes due February 2020
|
$
|
500,000
|
|
|
$
|
502,475
|
|
|
$
|
500,000
|
|
|
$
|
513,596
|
|
|
Level 1
|
Term Loan, including current portion, due in installments through November 2021
|
675,625
|
|
|
664,646
|
|
|
687,813
|
|
|
689,966
|
|
|
Level 1
|
||||
Term Loan, including current portion, due in installments through June 2022
|
464,813
|
|
|
464,525
|
|
|
483,656
|
|
|
485,470
|
|
|
Level 1
|
||||
5.000% Notes due February 2023
|
500,000
|
|
|
500,760
|
|
|
500,000
|
|
|
525,292
|
|
|
Level 1
|
||||
4.750% Notes due June 2025
|
596,706
|
|
|
587,724
|
|
|
596,387
|
|
|
627,407
|
|
|
Level 1
|
||||
Euro Term Loan due September 2020
|
53,806
|
|
|
53,806
|
|
|
59,443
|
|
|
59,443
|
|
|
Level 2
|
||||
Euro Term Loan due January 2022
|
113,814
|
|
|
113,814
|
|
|
123,518
|
|
|
123,518
|
|
|
Level 2
|
||||
India Term Loan
|
51,901
|
|
|
51,901
|
|
|
—
|
|
|
—
|
|
|
Level 2
|
||||
Total
|
$
|
2,956,665
|
|
|
$
|
2,939,651
|
|
|
$
|
2,950,817
|
|
|
$
|
3,024,692
|
|
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Communications & Enterprise Compute
|
$
|
2,260,228
|
|
|
$
|
1,979,045
|
|
|
$
|
6,355,311
|
|
|
$
|
5,853,435
|
|
Consumer Technologies Group
|
1,819,322
|
|
|
2,056,801
|
|
|
5,423,139
|
|
|
5,323,913
|
|
||||
Industrial & Emerging Industries
|
1,658,925
|
|
|
1,491,063
|
|
|
4,671,188
|
|
|
4,336,201
|
|
||||
High Reliability Solutions
|
1,206,352
|
|
|
1,224,643
|
|
|
3,629,749
|
|
|
3,516,695
|
|
||||
|
$
|
6,944,827
|
|
|
$
|
6,751,552
|
|
|
$
|
20,079,387
|
|
|
$
|
19,030,244
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
||||||||
Communications & Enterprise Compute
|
$
|
62,590
|
|
|
$
|
50,206
|
|
|
$
|
171,463
|
|
|
$
|
141,541
|
|
Consumer Technologies Group
|
39,023
|
|
|
38,768
|
|
|
96,792
|
|
|
87,494
|
|
||||
Industrial & Emerging Industries
|
78,782
|
|
|
61,328
|
|
|
196,000
|
|
|
167,650
|
|
||||
High Reliability Solutions
|
95,751
|
|
|
100,976
|
|
|
278,874
|
|
|
283,552
|
|
||||
Corporate and Other
|
(19,768
|
)
|
|
(31,557
|
)
|
|
(75,513
|
)
|
|
(94,273
|
)
|
||||
Total segment income
|
256,378
|
|
|
219,721
|
|
|
667,616
|
|
|
585,964
|
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
||||||||
Intangible amortization
|
20,308
|
|
|
19,588
|
|
|
57,059
|
|
|
55,865
|
|
||||
Stock-based compensation
|
21,027
|
|
|
20,758
|
|
|
61,061
|
|
|
63,018
|
|
||||
Customer related asset impairments (1)
|
50,153
|
|
|
—
|
|
|
67,517
|
|
|
4,753
|
|
||||
Restructuring charges (Note 17)
|
65,843
|
|
|
—
|
|
|
100,433
|
|
|
7,981
|
|
||||
New revenue standard adoption impact (Note 1 & Note 3)
|
—
|
|
|
—
|
|
|
9,291
|
|
|
—
|
|
||||
Contingencies and other (2)
|
4,994
|
|
|
—
|
|
|
25,363
|
|
|
35,952
|
|
||||
Other charges (income), net (Note 8)
|
71,879
|
|
|
6,865
|
|
|
(8,515
|
)
|
|
(172,467
|
)
|
||||
Interest and other, net
|
54,087
|
|
|
31,350
|
|
|
136,889
|
|
|
85,780
|
|
||||
Income (loss) before income taxes
|
$
|
(31,913
|
)
|
|
$
|
141,160
|
|
|
$
|
218,518
|
|
|
$
|
505,082
|
|
(1)
|
Customer related asset impairments for the three and
nine-month periods ended
December 31, 2018
relate to provision for doubtful accounts receivable, inventory and impairment of other assets for certain customers experiencing significant financial difficulties and/or the Company is disengaging from.
|
(2)
|
Contingencies and other during the three and
nine-month periods ended
December 31, 2018
primarily consists of costs incurred relating to the independent investigation undertaken by the Audit Committee of the Company’s Board of Directors which was completed in June 2018. In addition, for the nine-month period ended December 31, 2018, Contingencies and other also includes certain charges of the China based Multek operations that was divested in the second quarter of fiscal year 2019.
|
|
Severance
|
|
Long-Lived
Asset Impairment |
|
Other
Exit Costs |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of March 31, 2018
|
$
|
48,006
|
|
|
$
|
—
|
|
|
$
|
13,338
|
|
|
$
|
61,344
|
|
Provision for charges incurred during the nine-month period ended December 31, 2018
|
25,407
|
|
|
46,365
|
|
|
28,661
|
|
|
100,433
|
|
||||
Cash payments for charges incurred in the fiscal year 2018 and prior
|
(37,930
|
)
|
|
—
|
|
|
(3,355
|
)
|
|
(41,285
|
)
|
||||
Cash payments for charges incurred during the nine-month period ended December 31, 2018
|
(12,921
|
)
|
|
—
|
|
|
—
|
|
|
(12,921
|
)
|
||||
Non-cash charges incurred during the nine-month period ended December 31, 2018
|
—
|
|
|
(46,365
|
)
|
|
(26,282
|
)
|
|
(72,647
|
)
|
||||
Balance as of December 31, 2018
|
22,562
|
|
|
—
|
|
|
12,362
|
|
|
34,924
|
|
||||
Less: Current portion (classified as other current liabilities)
|
22,562
|
|
|
—
|
|
|
12,362
|
|
|
34,924
|
|
||||
Accrued restructuring costs, net of current portion (classified as other liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Communications & Enterprise Compute ("CEC"), which includes our telecom business of radio access base stations, remote radio heads, and small cells for wireless infrastructure; our networking business which includes optical, routing, broadcasting, and switching products for the data and video networks; our server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software-defined product solutions;
|
•
|
Consumer Technologies Group ("CTG"), which includes our consumer-related businesses in connected living, audio and consumer power electronics, and mobile devices; and including various supply chain solutions for notebook personal computers, tablets, and printers;
|
•
|
Industrial and Emerging Industries ("IEI"), which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, electric vehicle infrastructure, smart solar energy, semiconductor and capital equipment, office solutions, industrial, home and lifestyle, industrial automation, and kiosks; and
|
•
|
High Reliability Solutions ("HRS"), which is comprised of our health solutions business, including consumer health, digital health, medical disposables, drug delivery, and medical equipment; our automotive business, including vehicle electrification, connectivity, autonomous vehicles, and smart technologies.
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||||||||||||||
Net sales:
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
China
|
|
$
|
1,779
|
|
|
26
|
%
|
|
$
|
1,996
|
|
|
30
|
%
|
|
$
|
5,179
|
|
|
26
|
%
|
|
$
|
5,493
|
|
|
29
|
%
|
Mexico
|
|
1,187
|
|
|
17
|
%
|
|
1,183
|
|
|
18
|
%
|
|
3,506
|
|
|
17
|
%
|
|
3,302
|
|
|
17
|
%
|
||||
U.S.
|
|
886
|
|
|
13
|
%
|
|
723
|
|
|
11
|
%
|
|
2,173
|
|
|
11
|
%
|
|
2,157
|
|
|
11
|
%
|
||||
Malaysia
|
|
548
|
|
|
8
|
%
|
|
507
|
|
|
8
|
%
|
|
1,586
|
|
|
8
|
%
|
|
1,527
|
|
|
8
|
%
|
||||
Brazil
|
|
512
|
|
|
7
|
%
|
|
729
|
|
|
11
|
%
|
|
1,632
|
|
|
8
|
%
|
|
1,969
|
|
|
10
|
%
|
||||
India
|
|
463
|
|
|
7
|
%
|
|
190
|
|
|
3
|
%
|
|
1,372
|
|
|
7
|
%
|
|
445
|
|
|
2
|
%
|
||||
Other
|
|
1,570
|
|
|
22
|
%
|
|
1,424
|
|
|
19
|
%
|
|
4,631
|
|
|
23
|
%
|
|
4,137
|
|
|
23
|
%
|
||||
|
|
$
|
6,945
|
|
|
|
|
|
$
|
6,752
|
|
|
|
|
|
$
|
20,079
|
|
|
|
|
|
$
|
19,030
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||
Property and equipment, net:
|
December 31, 2018
|
|
March 31, 2018
|
||||||||||
|
(In millions)
|
||||||||||||
China
|
$
|
507
|
|
|
23
|
%
|
|
$
|
492
|
|
|
22
|
%
|
Mexico
|
498
|
|
|
22
|
%
|
|
587
|
|
|
26
|
%
|
||
U.S.
|
345
|
|
|
16
|
%
|
|
305
|
|
|
14
|
%
|
||
India
|
181
|
|
|
8
|
%
|
|
78
|
|
|
3
|
%
|
||
Malaysia
|
144
|
|
|
7
|
%
|
|
153
|
|
|
7
|
%
|
||
Brazil
|
97
|
|
|
4
|
%
|
|
108
|
|
|
5
|
%
|
||
Other
|
442
|
|
|
20
|
%
|
|
517
|
|
|
23
|
%
|
||
|
$
|
2,214
|
|
|
|
|
|
$
|
2,240
|
|
|
|
|
•
|
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, and complexity 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 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;
|
•
|
the impacts on our business due to capacity constraints in certain location;
|
•
|
the impacts on our business due to component shortages or other supply chain related constraints;
|
•
|
changes in tax legislation; and
|
•
|
changes in trade regulations and treaties.
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
94.0
|
|
|
93.4
|
|
|
93.9
|
|
|
93.4
|
|
Restructuring charges
|
0.9
|
|
|
0.0
|
|
|
0.4
|
|
|
0.0
|
|
Gross profit
|
5.1
|
|
|
6.6
|
|
|
5.7
|
|
|
6.6
|
|
Selling, general and administrative expenses
|
3.4
|
|
|
3.7
|
|
|
3.6
|
|
|
4.1
|
|
Intangible amortization
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Restructuring charges
|
0.1
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
Interest and other, net
|
0.8
|
|
|
0.5
|
|
|
0.7
|
|
|
0.5
|
|
Other charges (income), net
|
1.0
|
|
|
0.1
|
|
|
0.0
|
|
|
(0.9
|
)
|
Income (loss) before income taxes
|
(0.5
|
)
|
|
2.0
|
|
|
1.0
|
|
|
2.6
|
|
Provision for income taxes
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Net income (loss)
|
(0.7
|
)%
|
|
1.7
|
%
|
|
0.7
|
%
|
|
2.3
|
%
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||||||||||||||
Segments:
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
(In millions)
|
|
|
||||||||||||||||||||||||
Communications & Enterprise Compute
|
$
|
2,260
|
|
|
33
|
%
|
|
$
|
1,979
|
|
|
29
|
%
|
|
$
|
6,355
|
|
|
32
|
%
|
|
$
|
5,853
|
|
|
31
|
%
|
Consumer Technologies Group
|
1,819
|
|
|
26
|
%
|
|
2,057
|
|
|
30
|
%
|
|
5,423
|
|
|
27
|
%
|
|
5,324
|
|
|
28
|
%
|
||||
Industrial & Emerging Industries
|
1,659
|
|
|
24
|
%
|
|
1,491
|
|
|
22
|
%
|
|
4,671
|
|
|
23
|
%
|
|
4,336
|
|
|
23
|
%
|
||||
High Reliability Solutions
|
1,207
|
|
|
17
|
%
|
|
1,225
|
|
|
19
|
%
|
|
3,630
|
|
|
18
|
%
|
|
3,517
|
|
|
18
|
%
|
||||
|
$
|
6,945
|
|
|
|
|
$
|
6,752
|
|
|
|
|
$
|
20,079
|
|
|
|
|
$
|
19,030
|
|
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
(In millions)
|
|
|
||||||||||||||||||||||||
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Communications & Enterprise Compute
|
$
|
63
|
|
|
2.8
|
%
|
|
$
|
50
|
|
|
2.5
|
%
|
|
171
|
|
|
2.7
|
%
|
|
$
|
142
|
|
|
2.4
|
%
|
|
Consumer Technologies Group
|
39
|
|
|
2.1
|
%
|
|
39
|
|
|
1.9
|
%
|
|
97
|
|
|
1.8
|
%
|
|
87
|
|
|
1.6
|
%
|
||||
Industrial & Emerging Industries
|
79
|
|
|
4.7
|
%
|
|
61
|
|
|
4.1
|
%
|
|
196
|
|
|
4.2
|
%
|
|
168
|
|
|
3.9
|
%
|
||||
High Reliability Solutions
|
96
|
|
|
7.9
|
%
|
|
101
|
|
|
8.2
|
%
|
|
279
|
|
|
7.7
|
%
|
|
283
|
|
|
8.1
|
%
|
||||
Corporate and Other
|
(20
|
)
|
|
|
|
(32
|
)
|
|
|
|
(76
|
)
|
|
|
|
(94
|
)
|
|
|
||||||||
Total segment income
|
256
|
|
|
3.7
|
%
|
|
220
|
|
|
3.3
|
%
|
|
668
|
|
|
3.3
|
%
|
|
586
|
|
|
3.1
|
%
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible amortization
|
20
|
|
|
|
|
20
|
|
|
|
|
57
|
|
|
|
|
56
|
|
|
|
||||||||
Stock-based compensation
|
21
|
|
|
|
|
21
|
|
|
|
|
61
|
|
|
|
|
63
|
|
|
|
||||||||
Customer related asset impairments (1)
|
50
|
|
|
|
|
—
|
|
|
|
|
68
|
|
|
|
|
5
|
|
|
|
||||||||
Restructuring charges (Note 17)
|
66
|
|
|
|
|
—
|
|
|
|
|
100
|
|
|
|
|
8
|
|
|
|
||||||||
New revenue standard adoption impact (Note 1 & Note 3)
|
—
|
|
|
|
|
—
|
|
|
|
|
9
|
|
|
|
|
—
|
|
|
|
||||||||
Contingencies and other (2)
|
5
|
|
|
|
|
—
|
|
|
|
|
25
|
|
|
|
|
36
|
|
|
|
||||||||
Other charges (income), net (Note 8)
|
72
|
|
|
|
|
7
|
|
|
|
|
(9
|
)
|
|
|
|
(173
|
)
|
|
|
||||||||
Interest and other, net
|
54
|
|
|
|
|
31
|
|
|
|
|
137
|
|
|
|
|
86
|
|
|
|
||||||||
Income (loss) before income taxes
|
$
|
(32
|
)
|
|
|
|
$
|
141
|
|
|
|
|
$
|
219
|
|
|
|
|
$
|
505
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Customer related asset impairments for the three and
nine-month periods ended
December 31, 2018
relate to additional provision for doubtful accounts receivable, inventory and impairment of other assets for certain customers experiencing significant financial difficulties and/or we are disengaging from.
|
(2)
|
Contingencies and other during the three and
nine-month periods ended
December 31, 2018
primarily consists of costs incurred relating to the independent investigation undertaken by the Audit Committee of the Company’s Board of Directors which was completed in June 2018. In addition, for the nine-month period ended December 31, 2018, Contingencies and other also includes certain charges of the China based Multek operation that was divested in the second quarter of fiscal year 2019.
|
|
Nine-Month Periods Ended
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In millions)
|
||||||
Net cash used in operating activities
|
$
|
(2,329
|
)
|
|
$
|
(3,108
|
)
|
Cash collection of deferred purchase price
|
2,708
|
|
|
3,539
|
|
||
Purchases of property and equipment
|
(592
|
)
|
|
(433
|
)
|
||
Proceeds from the disposition of property and equipment
|
87
|
|
|
44
|
|
||
Free cash flow
|
$
|
(126
|
)
|
|
$
|
42
|
|
•
|
Designing and implementing additional site level controls related to accounting for customer contractual obligations including criteria for effective contract reviews and approvals and documentation to evidence judgments and estimates.
|
•
|
Designing and implementing a centralized Contract Management Office to determine the appropriate accounting and provide evidence of review for each material contract.
|
•
|
Designing and implementing systematic centralized reporting controls that provide enhanced visibility to the accounting for customer contracts, which improve monitoring controls that are designed to prevent or detect material errors and help ensure that proper oversight is being provided related to certain decentralized activities.
|
•
|
Enhancing the quality and frequency of training across all levels to improve awareness of Company policies and knowledge of the expected standards of conduct.
|
Period (2)
|
|
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
|
||||||
September 29, 2018 - November 2, 2018
|
|
3,506,354
|
|
|
$
|
10.69
|
|
|
3,506,354
|
|
|
$
|
416,020,247
|
|
November 3, 2018 - November 30, 2018
|
|
2,346,376
|
|
|
$
|
8.31
|
|
|
2,346,376
|
|
|
$
|
396,520,336
|
|
December 1, 2018 - December 31, 2018
|
|
869,713
|
|
|
$
|
8.05
|
|
|
869,713
|
|
|
$
|
389,521,660
|
|
Total
|
|
6,722,443
|
|
|
|
|
|
6,722,443
|
|
|
|
|
(1)
|
During the period from September 29, 2018 through
December 31, 2018
, 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 16, 2018, our Board of Directors authorized repurchases 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
December 31, 2018
, shares in the aggregate amount of
$389.5 million
were available to be repurchased under the current plan.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Filed
|
||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention performance-based vesting awards.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Separation and Release of Claims dated December 24, 2018 between Flex Ltd. and Michael M. McNamara.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Letter in lieu of consent of Deloitte & Touche LLP.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
FLEX LTD.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/ Scott Offer
|
|
|
Scott Offer
|
|
|
Acting Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
February 5, 2019
|
|
|
|
/s/ Christopher Collier
|
|
|
Christopher Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
February 5, 2019
|
|
Participant:
|
«Name», «First»
|
Restricted Share Unit Award:
|
«Shares»
|
Date of Grant:
|
«Grant Date»
|
Vesting Criteria:
|
Provided the Participant continues to provide services to the Company or to any Parent, Subsidiary, or Affiliate, the shares underlying this RSU Award shall be issued as follows:
(a) ____% of the Shares will vest if the closing trading price of the ordinary shares exceeds $____ (the “Hurdle Price”) for any ____ consecutive trading days during the period beginning on the ____ anniversary date of the Effective Date and ending on the last trading day prior to the ____ anniversary of the Effective Date;
(b) ____% of the Shares will vest if the closing trading price of the ordinary shares exceeds the Hurdle Price for any ____ consecutive trading days during the period beginning on the ____ anniversary date of the Effective Date and ending on the ____ anniversary of the Effective Date; provided that if Shares do not vest under (a) above, ____% of the Shares will vest if the conditions in (b) are satisfied.
|
1.
|
Grant of RSU Award
.
|
(b)
|
Termination of Service
. The RSU Award, all of the Company’s obligations and the Participant’s rights under this Agreement, shall terminate on the earlier of the Participant’s Termination Date or the date when all the Shares that are subject to the RSU Award have been allotted and issued, or forfeited in the case of any portion of the RSU Award that fails to vest; provided, however, that any unvested Shares of the RSU Award shall immediately vest if, prior to the third anniversary of the Effective Date, the Participant’s employment is terminated by the Company or the Participant’s employer (the “Employer”) without “Cause” or the Participant terminates employment for “Good Reason.” For purposes of this Agreement, “Cause” shall mean, with respect to the Participant: (a) the willful and continued failure by the Participant to substantially perform his duties with the Company and its Subsidiaries (other
|
2.
|
Delivery
.
|
3.
|
Compliance with Laws and Regulations
.
The issuance and transfer of the Shares to the Participant shall be subject to and conditioned upon compliance by the Company and the Participant with all applicable requirements of any share exchange or automated quotation system on which the Company’s Ordinary Shares may be listed at the time of such issuance or transfer. The Participant understands that the Company is under no obligation to register or qualify the Shares with the U.S. Securities and Exchange Commission, any state, local or foreign securities commission or any share exchange to effect such compliance.
|
4.
|
Rights as Shareholder
.
Subject to the terms and conditions of this Agreement, the Participant will have all of the rights of a shareholder of the Company with respect to the Vested Shares which have been allotted and issued to the Participant until such time as the Participant disposes of such Vested Shares.
|
5.
|
Stop-Transfer Orders
.
|
6.
|
Adjustments
.
The Hurdle Price shall be equitably adjusted if any of the changes which require adjustments under Section 11.1 of the Plan are made to the ordinary shares.
|
7.
|
Change of Control
.
If a Change of Control occurs, the RSU Award shall be subject to Section 11.2 of the Plan.
|
8.
|
Taxes and Disposition of Shares
.
|
9.
|
Nature of Grant
. In accepting the RSU Award, the Participant acknowledges and agrees that:
|
10.
|
No Advice Regarding Grant
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the sale of the Shares acquired upon vesting of the RSU Award. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
11.
|
Data Privacy
.
|
12.
|
Successors and Assigns
.
The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement and in the Plan, this Agreement will be binding upon the Participant and the Participant’s heirs, executors, administrators, legal representatives, successors and assigns.
|
13.
|
Governing Law; Venue; Severability
.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, excluding that body of laws pertaining to conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the RSU Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Agreement is made and/or to be performed. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
|
14.
|
Notices
.
Any notice required to be given or delivered to the Company shall be in writing and addressed to the Vice President of Finance of the Company at its corporate offices at 847 Gibraltar Drive, Milpitas, California 95035. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address indicated on the signature page hereto or to such other address as the Participant may designate in writing from time to time to the Company. All notices shall be deemed effectively given upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), one (1) business day after its deposit with any return receipt express courier (prepaid), or one (1) business day after transmission by facsimile.
|
15.
|
Headings
.
The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. All references herein to Sections will refer to Sections of this Agreement.
|
16.
|
Language
.
If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.
|
17.
|
Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
18.
|
Exhibit A
. Notwithstanding any provision in this Agreement to the contrary, the RSU Award shall be subject to any special terms and provisions as set forth in Exhibit A to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Exhibit A constitutes part of this Agreement.
|
19.
|
Code Section 409A
. With respect to U.S. taxpayers, it is intended that the terms of the RSU Award will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Participant, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. In that light, the Company makes no representation or covenant to ensure that the RSU Awards that are intended to be exempt from, or compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto.
|
20.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSU Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
21.
|
Entire Agreement
.
The Plan and this Agreement, together with all its Exhibits, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof.
|
1.
|
SEPARATION.
|
a.
|
Separation Date
. Executive will retire from his position as Chief Executive Officer and from any other President and/or officer positions of the Company, in each case on December 31, 2018 (the “
Separation Date
”) and hereby agrees to resign his membership from the Flex Ltd.’s Board of Directors (the “
Board
”) as of the Separation Date, with no further action required by Executive, the Company or the Board. In relation to Executive’s board of director seats and/or officer positions for the Company’s subsidiaries, affiliates and related parties, including but not limited to Elementum and Bright Machines, Executive will cease to be the Company’s representative on such Boards, but may serve on the Elementum and Bright Machines boards if separately appointed to such Board(s), subject to the Company’s consent to the extent such consent is required.
|
b.
|
Severance Pay and Benefits
. Provided that Executive timely executes and does not revoke this Separation Agreement, including the release of claims set forth in Sections 4 and 5 of this Separation Agreement, and in accordance with the time periods set forth in Sections 17 and 18 of this Separation Agreement, the Company agrees to:
|
i.
|
Pay Executive a lump sum equal to twelve (12) months of Executive’s base salary in effect as of immediately prior to the Separation Date, less applicable taxes, withholdings and deductions, within five (5) business days following the Effective Date (as defined below);
|
ii.
|
Accelerate Executive’s time-vesting RSUs (as set forth in
Exhibit A
) that would have vested during calendar year 2019 had Executive remained continuously employed by the Company through June of 2019, with such RSUs to be settled as soon as practicable after the Company’s trading window opens which is anticipated to occur in February 2019;
|
iii.
|
Treat Executive’s PSUs (as set forth in
Exhibit A
) in accordance with and subject to the terms set forth in Section 2 of this Separation Agreement; and
|
iv.
|
For the period commencing January 1, 2019 through the date that Executive attains age 65, the Company will make available to Executive group health insurance plan coverage through the Flex Executive Retiree
|
c.
|
Payment of Vested Compensation
. In accordance with its standard practices, whether or not Executive agrees to this Separation Agreement, the Company will issue a payment to Executive in a gross amount, less applicable taxes and withholdings, to compensate him for any accrued and vested compensation as of the Separation Date to which he is entitled as of such date, except as otherwise set forth in this Separation Agreement, including, but not limited to, the bonuses described in Section 1(e) of this Separation Agreement and the outstanding equity compensation described in Sections 1(e) and 2 of this Separation Agreement, to which, for the avoidance of doubt, Executive is not entitled.
|
d.
|
Within thirty (30) days following the Separation Date
, Executive will submit his final documented expense reimbursement statement reflecting all unreimbursed business expenses incurred through the Separation Date, if any, for which he seeks reimbursement. The Company will reimburse his properly documented expenses pursuant to the Company’s policy and regular business practices.
|
e.
|
No Additional Separation Pay or Benefits
. Except as provided below, including with regard to Executive’s outstanding Company equity compensation awards, Executive shall not be entitled to any additional compensation or benefits in connection with his termination of employment with the Company, including, but not limited to, any quarterly or annual bonuses with respect to Executive’s employment with the Company before or after the Separation Date, and Executive hereby agrees to waive any rights, claims or entitlements with respect to any such bonuses. In addition, Executive shall not be permitted to use the Company plane on a private or personal basis at any time, effectively immediately and including as of the date of this Separation Agreement.
|
a.
|
Executive acknowledges and agrees that other than with respect to Executive’s PSUs (as set forth in
Exhibit A
) as described in Section 2(b) below and the RSUs described above, all of Executive’s Company equity compensation awards shall cease to vest as of the Separation Date and any portion of the such equity compensation awards that are unvested as of the Separation Date shall be forfeited and cancelled for no consideration.
|
b.
|
The Company and Executive further agree that Executive’s separation from employment is voluntary and constitutes a “
Retirement
” as defined in the award agreements governing Executive’s PSUs (as set forth in
Exhibit A
), and that a pro-rata number of vested Company ordinary shares shall be issued to Executive upon the vesting of each such PSU award pursuant to the performance criteria set forth therein, with the number of ordinary shares that vest determined by multiplying the full number of ordinary shares that vest pursuant to the performance criteria by a fraction, which shall be (x) the number of complete months of continuous service as Company employee from the grant date of such PSU award to the Separation Date, divided by (y) the number of months from the grant date to the vesting date; provided, further, that if within twelve (12) months of the Separation Date, Executive violates the terms of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to the Company, then the PSU award and all of the Company’s obligations and Executive’s rights under his PSUs shall terminate in accordance with their terms and the terms of the equity plan under which they were granted.
|
c.
|
Executive further acknowledges and agrees that upon release of any ordinary shares as provided in this Section 2 and pursuant to the PSUs, unless the Company withholds payroll taxes, Executive will be responsible for payroll taxes, which will be due and payable to the Company by Executive within three (3) business days of the vesting occurrence.
|
d.
|
Executive understands and agrees that he will not receive any grants of ordinary shares, stock, restricted stock or restricted shares, stock or share units, stock or share options, or other forms of equity from the Company in the future unless mutually agreed to by the parties in writing.
|
e.
|
Executive will forfeit, for no additional consideration, his Elementum profits interests awards that are unvested as of the Separation Date, but shall retain his Elementum interests that are vested as of the Separation Date. Executive’s Elementum profits interests awards are set forth in
Exhibit A
.
|
a.
|
A court of competent jurisdiction shall have the power to maintain the status quo pending the arbitration of any dispute, and neither this Section nor any other agreement shall require the arbitration of an application for emergency or temporary injunctive relief by either party pending arbitration; provided, however, that the remainder of any such dispute beyond the resolution of any application for emergency or application for temporary injunctive relief, if such applications are made, shall be subject to arbitration; and
|
b.
|
This Section shall not require the arbitration of: (i) claims by McNamara for workers’ compensation or unemployment insurance (an exclusive government-created remedy exists for these claims); (ii) claims which could not have been litigated in court or before any administrative proceeding under applicable federal, state, or local law (e.g., claims barred by limitations); or (iii) claims for indemnification or advancement of expenses
|
|
/s/ PAUL BALDASSARI
|
|
DELEGATE: PAUL BALDASSARI, CHRO
|
|
William Watkins
|
|
Chair of Compensation Committee
|
|
Flex Ltd.
|
|
|
|
12/24/2018
|
|
Date
|
|
/s/ Michael M. McNamara
|
|
Michael M. McNamara
|
|
|
|
12/24/2018
|
|
Date
|
EXHIBIT A: SUMMARY OF EQUITY COMPENSATION AWARDS
|
||||||||
Grant ID
|
Grant Date
|
Grant
Type |
Number
of Shares Granted |
Units
Vested (as of 12/31(18) |
Units
Unvested (as of 12/31/18) |
Completion
Months Since Grant Date |
RSUs to
vest accelerated Feb 2019 |
Prorated %
|
R50610150001
|
06/10/2015
|
RSU
|
359,504
|
269,628
|
89,876
|
N/A
|
89,876
|
N/A
|
RS0614160001
|
06/14/2016
|
RSU
|
366,615
|
183,307
|
183,308
|
N/A
|
91,654
|
N/A
|
RS062917000
1
|
06/29/2017
|
R5U
|
336,597
|
84,149
|
252,448
|
N/A
|
84,149
|
N/A
|
RS061918007
|
06/19/2018
|
RSU
|
329,225
|
0
|
329,225
|
N/A
|
82,306
|
N/A
|
FCF0614160001 *
|
06/14/2016
|
PSU
|
183,308
|
0
|
183,308
|
30 **
|
N/A
|
83.33%
|
MRS0614160001 *
|
06/14/2016
|
P5U
|
183,307
|
0
|
183,307
|
30 **
|
N/A
|
83.33%
|
FCF0629170001 *
|
06/29/2017
|
PSU
|
168,298
|
0
|
168,298
|
18 ***
|
N/A
|
50.00%
|
MR50629170001 *
|
06/29/2017
|
PSU
|
168,299
|
0
|
168,299
|
18 ***
|
N/A
|
50.00%
|
MRS06191807 *
|
06/19/2018
|
PR/
|
329,225
|
0
|
329,225
|
6 ^
|
N/A
|
16.67%
|
|
|
Totals
|
2,424,378
|
537,084
|
1,887,294
|
|
347,985
|
|
EXHIBIT A: SUMMARY OF ELEMENTUM PROFITS INTERESTS
|
||||||
Date of
grant |
Number of
shares granted |
Vesting start
date |
Vesting end
date |
Number of shares vested (as of
12/31/18) |
Number of shares unvested (as of 12/31/18)
|
WDID
|
10/15/2015
|
1,339,297
|
10/15/2015
|
10/14/2019
|
1,004,473
|
334,824
|
500000
|
03/23/2017
|
780,000
|
3/23/2017
|
3/22/2021
|
195,000
|
585,000
|
500000
|
|
|
|
|
|
|
|
Totals
|
2,119,297
|
|
|
1,199,473
|
919,824
|
|
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/ Scott Offer
|
|
Scott Offer
|
|
Acting 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
December 31, 2018
, 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:
|
February 5, 2019
|
/s/ Scott Offer
|
|
|
Scott Offer
|
|
|
Acting Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
February 5, 2019
|
/s/ Christopher Collier
|
|
|
Christopher Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|