(Mark One)
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|
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2019
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Or
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Singapore
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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2 Changi South Lane,
Singapore
(Address of registrant's principal executive offices)
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486123
(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, No Par Value
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FLEX
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The Nasdaq Stock Market LLC
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Class
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Outstanding at May 13, 2019
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Ordinary Shares, No Par Value
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514,029,702
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Document
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Parts into Which Incorporated
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Proxy Statement to be delivered to shareholders in connection with the Registrant's 2019 Annual General Meeting of Shareholders
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Part III
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Page
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•
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High Reliability Solutions ("HRS"),
which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies;
|
•
|
Industrial and Emerging Industries ("IEI"),
which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks;
|
•
|
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, and switching products for 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; and
|
•
|
Consumer Technologies Group ("CTG"),
which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.
|
•
|
Improved inventory management and purchasing power;
|
•
|
Access to worldwide design, engineering, manufacturing, and after-market service capabilities;
|
•
|
Ability to focus on core branding and R&D initiatives;
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•
|
Accelerated time-to-market and time-to-volume production;
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•
|
Improved efficiency and optimized production costs;
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•
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Improved product quality through advanced design and production at scale; and
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•
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Reduced capital investment requirements and fixed costs;
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•
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Speed:
Our sophisticated supply chain management tools and expertise allow us to provide customers with access to real-time information that increases visibility throughout the entire product lifecycle, reducing risk while accelerating execution.
|
•
|
Scope:
Our full range of services,
from Sketch-to-Scale
®
, include innovation and design, engineering, manufacturing, forward and reverse logistics, and circular economy supply chain management. Our deep industry and cross-industry knowledge and multi-domain expertise accelerate the production of increasingly complex products for increasingly interconnected industries.
|
•
|
Scale:
Our physical infrastructure includes over
100
facilities in approximately
35
countries, staffed by approximately
200,000
employees, providing our customers with truly global scale and strategic geographic distribution capabilities.
|
•
|
Innovation and Design Centers.
Our Innovation and Design Centers specialize in supporting customer design and product development. Customers gain access to our design and engineering facilities, technical subject matter expertise, and rapid prototyping resources such as metal and plastic 3D printers and soft tooling capabilities.
|
•
|
Cross-industry Technologies.
Along with our portfolio of building block technologies in electrical/electronics, electromechanical, and software, we also have deep technical expertise in cross-industry technologies. Our Cross-industry technologies are a combination of building block technologies expertly applied to products and solutions for use within numerous industries. These technologies include: Human Machine Interface (HMI), Audio and Video, System in Package (SIP), Miniaturization, IoT Platforms and Asset Tracking.
|
•
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Centers of Excellence/Competence.
Our Centers of Excellence/Competence provide strategic technology capabilities developed by Flex in critical solutions areas which leverage our expertise across multiple
|
•
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Systems Integration Services.
Through systems integration, we design and integrate advanced data center servers, storage and networking equipment and data center appliances, providing engineering and design services with an emphasis on multivendor integration and open technologies that promote interoperability at a lower cost. Our CloudLabs provide a staging lab for customers to deploy the latest technologies, allowing for performance testing of workloads and enabling faster diffusion of technologies in a controlled environment.
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•
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Design Services, where customers purchase engineering and development services on a time and materials basis; or
|
•
|
Joint Design and Manufacturing Services, where our engineering and development teams work jointly with our customers' teams to ensure product development integrity, seamless manufacturing handoffs, and faster time to market.
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•
|
System Architecture, User Interface and Industrial Design.
We help our customers design and develop innovative and cost-effective products that address the needs of the user and the market. These services include product definition, analysis and optimization of performance and functional requirements, 2-D sketch level drawings, 3-D mock-ups and CAD drawings, proofs of concept, product prototypes, interaction and interface models, detailed hard models, and product packaging.
|
•
|
Hardware Design
.
We offer design for printed-circuit board assemblies (PCBA); identification and selection of key components, Subsystem design and full-product design including electrical and mechanical design. We provide complete electrical and hardware design for products ranging from small handheld consumer devices to large, high-speed, carrier-grade, telecommunications equipment, incorporating embedded microprocessors, memory, digital signal processing, high-speed digital interfaces, analog circuit design, power management solutions, wired and wireless communication protocols, display imaging, audio/video, and radio frequency systems and antenna design. In addition, we offer detailed mechanical, structural, and thermal design solutions for enclosures that utilize a wide range of plastic, metal and other material technologies. These capabilities and technologies are increasingly important to our customers' product differentiation goals.
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•
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Software Design.
We offer cloud integration design services which include developing and embedding a cloud agent onto a device, firmware and applications services including developing and embedding software of functionality and user-specific tasks and features.
|
•
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Design for Excellence
. We provide comprehensive design for manufacturing, testing, and reliability services leveraging robust, internally-developed tools and databases. These services leverage our core manufacturing competencies to help our customers achieve their time-to-revenue goals.
|
•
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Enclosures.
We offer a comprehensive set of custom electronics enclosures and related products and services. Our services include the design, manufacture, integration and deployment of electronics packaging systems, including custom enclosure systems, power and thermal subsystems, interconnect subsystems, cabling, and cases. In addition to standard sheet metal and plastic fabrication services, we assist in the design of electronics packaging systems that protect sensitive electronics and enhance functionality. Our enclosure design services focus on functionality, manufacturability, and testing. These services are integrated with our other assembly and manufacturing services to provide our customers with improved overall supply chain management.
|
•
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Testing Services.
We offer computer-aided testing services for assembled printed circuit boards, systems, and subsystems. These services significantly improve our ability to deliver high-quality products on a consistent basis. Our test services include management defect analysis, in-circuit testing and functional testing; as well as environmental stress tests of board and system assemblies. We also offer design for test, manufacturing, and environmental services to jointly improve customer product design and manufacturing.
|
•
|
Materials Procurement and Inventory Management.
Our manufacturing and assembly operations capitalize on our materials inventory management expertise and volume procurement capabilities. As a result, we believe that we are able to achieve highly competitive cost reductions and shorten total manufacturing cycle times our OEM customers. Materials procurement and management consists of the planning, purchasing, expediting, and warehousing of components and materials used in the manufacturing process. In addition, our strategy includes having third-party suppliers of custom components located in our industrial parks to reduce material and transportation costs, simplify logistics, and facilitate inventory management. We also use a sophisticated automated manufacturing resource planning system and enhanced electronic data interchange capabilities to ensure inventory control and optimization. Through our manufacturing resources planning system, we have real-time visibility of material availability and are able to track work in process. We utilize electronic data interchange with our customers and suppliers to implement a variety of supply chain management programs. Electronic data interchange allows customers to share demand and product forecasts, deliver purchase orders and assists suppliers with satisfying just-in-time delivery and supplier-managed inventory requirements. This also enables us to implement vendor-managed inventory solutions to increase flexibility and reduce overall capital allocation in the supply chain. We procure a wide assortment of materials, including electronic components, plastics and metals. There are a number of sources for these materials, including customers for whom we are providing systems assembly and manufacturing services. On some occasions, there have been shortages of certain electronic components, most recently this has been connectors, capacitors, LCD panels and memory (both DRAM and Flash). However, such shortages have not had a material impact on our operating results for any periods presented. See "Risk Factors—
We may be adversely affected by supply chain issues, including shortages of required electronic components
."
|
•
|
Restrictions on Hazardous Substances ("RoHS") 2011/65/EU
|
•
|
Waste Electrical and Electronic Equipment ("WEEE") 2012/19/EU directives
|
•
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The regulation EC 1907/2006 EU Directive REACH ("Registration, Evaluation, Authorization, and Restriction of Chemicals")
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•
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China RoHS entitled, Management Methods for Controlling Pollution for Electronic Information Products ("EIPs").
|
•
|
HRS,
which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies;
|
•
|
IEI,
which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks;
|
•
|
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, and switching products for 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; and
|
•
|
CTG,
which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.
|
•
|
rapid changes in technology, evolving industry standards, and requirements for continuous improvement in products and services that result in short product life cycles;
|
•
|
demand for our customers' products may be seasonal;
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•
|
our customers may fail to successfully market their products, and our customers' products may fail to gain widespread commercial acceptance;
|
•
|
our customers' products may have supply chain issues;
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•
|
our customers may experience dramatic market share shifts in demand which may cause them to lose market share or exit businesses; and
|
•
|
there may be recessionary periods in our customers' markets.
|
•
|
fluctuations in the value of local currencies;
|
•
|
labor unrest, difficulties in staffing and geographic labor shortages;
|
•
|
longer payment cycles;
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•
|
cultural differences;
|
•
|
increases in duties, tariffs, and taxation levied on our products including anti-dumping and countervailing duties;
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•
|
trade restrictions including limitations on imports or exports of components or assembled products, unilaterally or bilaterally;
|
•
|
trade sanctions and related regulatory enforcement actions and other proceedings;
|
•
|
potential trade wars;
|
•
|
increased scrutiny by the media and other third parties of labor practices within our industry (including but not limited to working conditions) which may result in allegations of violations, more stringent and burdensome labor laws and regulations and inconsistency in the enforcement and interpretation of such laws and regulations, higher labor costs, and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us;
|
•
|
imposition of restrictions on currency conversion or the transfer of funds;
|
•
|
expropriation of private enterprises;
|
•
|
ineffective legal protection of our intellectual property rights in certain countries;
|
•
|
natural disasters;
|
•
|
exposure to infectious disease and epidemics;
|
•
|
inability of international customers and suppliers to obtain financing resulting from tightening of credit in international financial markets;
|
•
|
political unrest; and
|
•
|
a potential reversal of current favorable policies encouraging foreign investment or foreign trade by our host countries.
|
•
|
we may need to pay a purchase price to the divesting customers that exceeds the value we ultimately may realize from the future business of the customer;
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•
|
the integration of the acquired assets and facilities into our business may be time-consuming and costly, including the incurrence of restructuring charges;
|
•
|
we, rather than the divesting customer, bear the risk of excess capacity at the facility;
|
•
|
we may not achieve anticipated cost reductions and efficiencies at the facility;
|
•
|
we may be unable to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions;
|
•
|
our supply agreements with the customers generally do not require any minimum volumes of purchase by the customers, and the actual volume of purchases may be less than anticipated; and
|
•
|
if demand for the customers' products declines, the customer may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other customers.
|
•
|
diversion of management's attention from the normal operation of our business;
|
•
|
potential loss of key employees and customers of the acquired companies;
|
•
|
difficulties managing and integrating operations in geographically dispersed locations;
|
•
|
the potential for deficiencies in internal controls at acquired companies;
|
•
|
increases in our expenses and working capital requirements, which reduce our return on invested capital;
|
•
|
lack of experience operating in the geographic market or industry sector of the acquired business;
|
•
|
cybersecurity and compliance related issues;
|
•
|
initial dependence on unfamiliar supply chain or relatively small supply chain partners; and
|
•
|
exposure to unanticipated liabilities of acquired companies.
|
|
Leased
(Manufacturing) |
|
Owned
(Manufacturing) |
|
Total
(Manufacturing) |
|
Non-manufacturing
|
|
Total
|
|||||
|
(in million square feet)
|
|||||||||||||
Americas
|
3.4
|
|
|
5.4
|
|
|
8.8
|
|
|
8.9
|
|
|
17.7
|
|
Asia
|
7.8
|
|
|
5.9
|
|
|
13.7
|
|
|
7.6
|
|
|
21.3
|
|
Europe
|
1.9
|
|
|
2.6
|
|
|
4.5
|
|
|
5.1
|
|
|
9.6
|
|
Total
|
13.1
|
|
|
13.9
|
|
|
27.0
|
|
|
21.6
|
|
|
48.6
|
|
|
3/14
|
|
3/15
|
|
3/16
|
|
3/17
|
|
3/18
|
|
3/19
|
||||||
Flex Ltd.
|
100.00
|
|
|
137.23
|
|
|
130.52
|
|
|
181.82
|
|
|
176.73
|
|
|
108.23
|
|
S&P 500 Index
|
100.00
|
|
|
112.73
|
|
|
114.74
|
|
|
134.45
|
|
|
153.26
|
|
|
167.81
|
|
Peer Group
|
100.00
|
|
|
123.37
|
|
|
111.90
|
|
|
169.45
|
|
|
144.64
|
|
|
136.56
|
|
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 |
||||||
January 1 - January 25, 2019
|
1,058,740
|
|
|
$
|
8.03
|
|
|
1,058,740
|
|
|
$
|
381,021,766
|
|
January 26 - March 1, 2019
|
2,245,925
|
|
|
10.24
|
|
|
2,245,925
|
|
|
358,017,848
|
|
||
March 2 - March 31, 2019
|
3,270,091
|
|
|
10.24
|
|
|
3,270,091
|
|
|
324,522,119
|
|
||
Total
|
6,574,756
|
|
|
|
|
|
6,574,756
|
|
|
|
|
(1)
|
During the period from January 1, 2019 through March 31, 2019 all purchases were made pursuant to the program 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
March 31, 2019
, shares in the aggregate amount of
$324,522,119
were available to be repurchased under the current plan.
|
|
Fiscal Year Ended March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
26,211
|
|
|
$
|
25,441
|
|
|
$
|
23,863
|
|
|
$
|
24,419
|
|
|
$
|
26,148
|
|
Cost of sales
|
24,594
|
|
|
23,778
|
|
|
22,303
|
|
|
22,811
|
|
|
24,603
|
|
|||||
Restructuring charges (3)
|
99
|
|
|
67
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|||||
Gross profit
|
1,518
|
|
|
1,596
|
|
|
1,521
|
|
|
1,608
|
|
|
1,545
|
|
|||||
Selling, general and administrative expenses
|
953
|
|
|
1,019
|
|
|
937
|
|
|
955
|
|
|
844
|
|
|||||
Intangible amortization
|
74
|
|
|
79
|
|
|
81
|
|
|
66
|
|
|
32
|
|
|||||
Restructuring charges (3)
|
14
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Interest and other, net
|
183
|
|
|
123
|
|
|
100
|
|
|
84
|
|
|
51
|
|
|||||
Other charges (income), net (1)
|
110
|
|
|
(170
|
)
|
|
21
|
|
|
48
|
|
|
(53
|
)
|
|||||
Income before income taxes
|
182
|
|
|
521
|
|
|
371
|
|
|
455
|
|
|
671
|
|
|||||
Provision for income taxes
|
89
|
|
|
92
|
|
|
51
|
|
|
11
|
|
|
70
|
|
|||||
Net income
|
$
|
93
|
|
|
$
|
429
|
|
|
$
|
320
|
|
|
$
|
444
|
|
|
$
|
601
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
$
|
0.18
|
|
|
$
|
0.80
|
|
|
$
|
0.59
|
|
|
$
|
0.79
|
|
|
$
|
1.02
|
|
|
As of March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions)
|
||||||||||||||||||
CONSOLIDATED BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital (2)
|
$
|
1,506
|
|
|
$
|
1,902
|
|
|
$
|
1,883
|
|
|
$
|
1,743
|
|
|
$
|
1,986
|
|
Total assets
|
13,499
|
|
|
13,716
|
|
|
12,593
|
|
|
12,385
|
|
|
11,653
|
|
|||||
Total long-term debt, excluding current portion
|
2,422
|
|
|
2,898
|
|
|
2,891
|
|
|
2,709
|
|
|
2,026
|
|
|||||
Shareholders' equity
|
2,972
|
|
|
3,019
|
|
|
2,678
|
|
|
2,606
|
|
|
2,396
|
|
(1)
|
For fiscal years
2019
,
2018
and
2017
, refer to note
15
to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion.
|
(2)
|
Working capital is defined as current assets, less current liabilities.
|
(3)
|
The Company initiated restructuring plans during fiscal years 2019,
2018
and
2017
, refer to note
14
to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion.
|
•
|
High Reliability Solutions ("HRS"),
which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies;
|
•
|
Industrial and Emerging Industries ("IEI"),
which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks;
|
•
|
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, and switching products for 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; and
|
•
|
Consumer Technologies Group ("CTG"),
which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.
|
|
Fiscal Year Ended March 31,
|
||||||||||||
Property and equipment, net:
|
2019
|
|
2018
|
||||||||||
|
(In millions)
|
||||||||||||
Mexico
|
$
|
537
|
|
|
23
|
%
|
|
$
|
587
|
|
|
26
|
%
|
China
|
523
|
|
|
22
|
%
|
|
492
|
|
|
22
|
%
|
||
U.S.
|
361
|
|
|
15
|
%
|
|
305
|
|
|
14
|
%
|
||
India
|
219
|
|
|
9
|
%
|
|
78
|
|
|
3
|
%
|
||
Hungary
|
103
|
|
|
4
|
%
|
|
150
|
|
|
7
|
%
|
||
Malaysia
|
138
|
|
|
6
|
%
|
|
153
|
|
|
7
|
%
|
||
Other
|
454
|
|
|
21
|
%
|
|
475
|
|
|
21
|
%
|
||
|
$
|
2,336
|
|
|
|
|
$
|
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, 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 certain customers' products having short product life cycles;
|
•
|
our customers' ability to cancel or delay orders or change production quantities;
|
•
|
our customers' decisions 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 component shortages or other supply chain related constraints;
|
•
|
changes in tax legislation; and
|
•
|
changes in trade regulations and treaties.
|
|
Fiscal Year Ended
March 31, |
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
93.8
|
|
|
93.5
|
|
|
93.5
|
|
Restructuring charges
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
Gross profit
|
5.8
|
|
|
6.2
|
|
|
6.3
|
|
Selling, general and administrative expenses
|
3.6
|
|
|
4.0
|
|
|
3.9
|
|
Intangible amortization
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Restructuring charges
|
0.1
|
|
|
0.1
|
|
|
—
|
|
Interest and other, net
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
Other charges (income), net
|
0.4
|
|
|
(0.7
|
)
|
|
0.1
|
|
Income before income taxes
|
0.7
|
|
|
2.0
|
|
|
1.6
|
|
Provision for income taxes
|
0.3
|
|
|
0.4
|
|
|
0.2
|
|
Net Income
|
0.4
|
%
|
|
1.6
|
%
|
|
1.4
|
%
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
Segments:
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In millions)
|
|||||||||||||||||||
High Reliability Solutions
|
$
|
4,829
|
|
|
18
|
%
|
|
$
|
4,770
|
|
|
19
|
%
|
|
$
|
4,149
|
|
|
17
|
%
|
Industrial & Emerging Industries
|
6,183
|
|
|
24
|
%
|
|
5,972
|
|
|
24
|
%
|
|
4,968
|
|
|
21
|
%
|
|||
Communications & Enterprise Compute
|
8,336
|
|
|
32
|
%
|
|
7,729
|
|
|
30
|
%
|
|
8,384
|
|
|
35
|
%
|
|||
Consumer Technologies Group
|
6,863
|
|
|
26
|
%
|
|
6,970
|
|
|
27
|
%
|
|
6,362
|
|
|
27
|
%
|
|||
|
$
|
26,211
|
|
|
|
|
|
$
|
25,441
|
|
|
|
|
|
$
|
23,863
|
|
|
|
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In millions)
|
|||||||||||||||||||
Segment income & margin:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
High Reliability Solutions
|
$
|
371
|
|
|
7.7
|
%
|
|
$
|
381
|
|
|
8.0
|
%
|
|
$
|
334
|
|
|
8.1
|
%
|
Industrial & Emerging Industries
|
269
|
|
|
4.4
|
%
|
|
235
|
|
|
3.9
|
%
|
|
180
|
|
|
3.6
|
%
|
|||
Communications & Enterprise Compute
|
215
|
|
|
2.6
|
%
|
|
186
|
|
|
2.4
|
%
|
|
229
|
|
|
2.7
|
%
|
|||
Consumer Technologies Group
|
121
|
|
|
1.8
|
%
|
|
112
|
|
|
1.6
|
%
|
|
180
|
|
|
2.8
|
%
|
|||
Corporate and Other
|
(104
|
)
|
|
|
|
(128
|
)
|
|
|
|
(108
|
)
|
|
|
||||||
Total segment income
|
872
|
|
|
3.3
|
%
|
|
786
|
|
|
3.1
|
%
|
|
815
|
|
|
3.4
|
%
|
|||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Intangible amortization
|
74
|
|
|
|
|
79
|
|
|
|
|
81
|
|
|
|
||||||
Stock-based compensation
|
76
|
|
|
|
|
85
|
|
|
|
|
82
|
|
|
|
||||||
Customer related asset impairments (1)
|
87
|
|
|
|
|
6
|
|
|
|
|
93
|
|
|
|
||||||
Restructuring charges (Note 14)
|
113
|
|
|
|
|
91
|
|
|
|
|
49
|
|
|
|
||||||
New revenue standard adoption impact (Note 2 & Note 3)
|
9
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Contingencies and other (2)
|
35
|
|
|
|
|
52
|
|
|
|
|
18
|
|
|
|
||||||
Interest and other, net
|
183
|
|
|
|
|
123
|
|
|
|
|
100
|
|
|
|
||||||
Other charges (income), net (Note 15)
|
110
|
|
|
|
|
(170
|
)
|
|
|
|
21
|
|
|
|
||||||
Income before income taxes
|
$
|
182
|
|
|
|
|
$
|
521
|
|
|
|
|
$
|
371
|
|
|
|
(1)
|
Customer related asset impairments for fiscal year 2019, 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 fiscal year 2019, 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, Contingencies and other also includes certain charges of the China based Multek operations that was divested in the second quarter of fiscal year 2019.
|
|
Fiscal Year Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Income taxes based on domestic statutory rates
|
17.0
|
%
|
|
17.0
|
%
|
|
17.0
|
%
|
Effect of tax rate differential
|
(74.1
|
)
|
|
(46.9
|
)
|
|
(23.0
|
)
|
Change in liability for uncertain tax positions
|
(8.4
|
)
|
|
4.3
|
|
|
0.2
|
|
Change in valuation allowance
|
105.4
|
|
|
57.1
|
|
|
21.2
|
|
Recognition of prior year taxes recoverable
|
3.0
|
|
|
(10.3
|
)
|
|
—
|
|
Expiration of tax attributes
|
2.3
|
|
|
—
|
|
|
—
|
|
Other
|
3.5
|
|
|
(3.5
|
)
|
|
(1.6
|
)
|
Provision for income taxes
|
48.7
|
%
|
|
17.7
|
%
|
|
13.8
|
%
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net cash used in operating activities
|
$
|
(2,971
|
)
|
|
$
|
(3,866
|
)
|
|
$
|
(3,822
|
)
|
Cash collection of deferred purchase price and other
|
3,605
|
|
|
4,620
|
|
|
4,971
|
|
|||
Purchases of property and equipment
|
(725
|
)
|
|
(562
|
)
|
|
(525
|
)
|
|||
Proceeds from the disposition of property and equipment
|
94
|
|
|
44
|
|
|
36
|
|
|||
Free cash flow
|
$
|
3
|
|
|
$
|
236
|
|
|
$
|
660
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
4.625% Notes due February 2020
|
$
|
500
|
|
|
$
|
500
|
|
Term Loan, including current portion, due in installments through November 2021
|
672
|
|
|
688
|
|
||
Term Loan, including current portion, due in installments through June 2022
|
459
|
|
|
484
|
|
||
5.000% Notes due February 2023
|
500
|
|
|
500
|
|
||
4.750% Notes due June 2025
|
597
|
|
|
596
|
|
||
India Facilities (1)
|
170
|
|
|
—
|
|
||
Other
|
168
|
|
|
187
|
|
||
Debt issuance costs
|
(11
|
)
|
|
(14
|
)
|
||
|
3,055
|
|
|
2,941
|
|
||
Current portion, net of debt issuance costs
|
(633
|
)
|
|
(43
|
)
|
||
Non-current portion
|
$
|
2,422
|
|
|
$
|
2,898
|
|
(1)
|
India Facilities as of March 31, 2019 include an approximately
$91.4 million
drawdown of short-term bank borrowings under a facility entered in February 2019 and a
$78.8 million
drawdown from the $200 million term loan facility entered in July 2018.
|
|
Total
|
|
Less Than
1 Year |
|
1 - 3 Years
|
|
4 - 5 Years
|
|
Greater Than
5 Years |
||||||||||
|
(In millions)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase obligations
|
$
|
3,299
|
|
|
$
|
3,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt and capital lease obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
3,065
|
|
|
634
|
|
|
913
|
|
|
918
|
|
|
600
|
|
|||||
Capital leases
|
45
|
|
|
19
|
|
|
19
|
|
|
7
|
|
|
—
|
|
|||||
Interest on long-term debt obligations
|
512
|
|
|
140
|
|
|
253
|
|
|
83
|
|
|
36
|
|
|||||
Operating leases, net of subleases
|
683
|
|
|
155
|
|
|
207
|
|
|
149
|
|
|
172
|
|
|||||
Restructuring costs
|
32
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
7,636
|
|
|
$
|
4,279
|
|
|
$
|
1,392
|
|
|
$
|
1,157
|
|
|
$
|
808
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except
share amounts)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,696,625
|
|
|
$
|
1,472,424
|
|
Accounts receivable, net of allowance for doubtful accounts (Note 2)
|
2,612,961
|
|
|
2,517,695
|
|
||
Contract assets
|
216,202
|
|
|
—
|
|
||
Inventories
|
3,722,854
|
|
|
3,799,829
|
|
||
Other current assets
|
854,790
|
|
|
1,380,466
|
|
||
Total current assets
|
9,103,432
|
|
|
9,170,414
|
|
||
Property and equipment, net
|
2,336,213
|
|
|
2,239,506
|
|
||
Goodwill
|
1,073,055
|
|
|
1,121,170
|
|
||
Other intangible assets, net
|
330,995
|
|
|
424,433
|
|
||
Other assets
|
655,672
|
|
|
760,332
|
|
||
Total assets
|
$
|
13,499,367
|
|
|
$
|
13,715,855
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Bank borrowings and current portion of long-term debt
|
$
|
632,611
|
|
|
$
|
43,011
|
|
Accounts payable
|
5,147,236
|
|
|
5,122,303
|
|
||
Accrued payroll
|
391,591
|
|
|
383,332
|
|
||
Other current liabilities
|
1,426,075
|
|
|
1,719,418
|
|
||
Total current liabilities
|
7,597,513
|
|
|
7,268,064
|
|
||
Long-term debt, net of current portion
|
2,421,904
|
|
|
2,897,631
|
|
||
Other liabilities
|
507,590
|
|
|
531,587
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Shareholders' equity
|
|
|
|
|
|
||
Flex Ltd. Shareholders' equity
|
|
|
|
|
|
||
Ordinary shares, no par value; 566,787,620 and 578,317,848 issued, and 516,548,265 and 528,078,493 outstanding as of March 31, 2019 and 2018, respectively
|
6,523,750
|
|
|
6,636,747
|
|
||
Treasury stock, at cost; 50,239,355 shares as of March 31, 2019 and 2018, respectively
|
(388,215
|
)
|
|
(388,215
|
)
|
||
Accumulated deficit
|
(3,012,012
|
)
|
|
(3,144,114
|
)
|
||
Accumulated other comprehensive loss
|
(151,163
|
)
|
|
(85,845
|
)
|
||
Total shareholders' equity
|
2,972,360
|
|
|
3,018,573
|
|
||
Total liabilities and shareholders' equity
|
$
|
13,499,367
|
|
|
$
|
13,715,855
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
26,210,511
|
|
|
$
|
25,441,131
|
|
|
$
|
23,862,934
|
|
Cost of sales
|
24,593,731
|
|
|
23,778,404
|
|
|
22,303,231
|
|
|||
Restructuring charges
|
99,005
|
|
|
66,845
|
|
|
38,758
|
|
|||
Gross profit
|
1,517,775
|
|
|
1,595,882
|
|
|
1,520,945
|
|
|||
Selling, general and administrative expenses
|
953,077
|
|
|
1,019,399
|
|
|
937,339
|
|
|||
Intangible amortization
|
74,396
|
|
|
78,640
|
|
|
81,396
|
|
|||
Restructuring charges
|
14,308
|
|
|
23,846
|
|
|
10,637
|
|
|||
Interest and other, net
|
183,454
|
|
|
122,823
|
|
|
99,532
|
|
|||
Other charges (income), net
|
110,414
|
|
|
(169,719
|
)
|
|
21,193
|
|
|||
Income before income taxes
|
182,126
|
|
|
520,893
|
|
|
370,848
|
|
|||
Provision for income taxes
|
88,727
|
|
|
92,359
|
|
|
51,284
|
|
|||
Net income
|
$
|
93,399
|
|
|
$
|
428,534
|
|
|
$
|
319,564
|
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.18
|
|
|
$
|
0.81
|
|
|
$
|
0.59
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.80
|
|
|
$
|
0.59
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
||||||
Basic
|
526,519
|
|
|
529,782
|
|
|
540,503
|
|
|||
Diluted
|
530,070
|
|
|
536,598
|
|
|
546,220
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
93,399
|
|
|
$
|
428,534
|
|
|
$
|
319,564
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments, net of zero tax
|
(59,508
|
)
|
|
45,618
|
|
|
(1,324
|
)
|
|||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(5,810
|
)
|
|
(3,320
|
)
|
|
9,096
|
|
|||
Comprehensive income
|
$
|
28,081
|
|
|
$
|
470,832
|
|
|
$
|
327,336
|
|
|
Ordinary Shares
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
Total
|
|||||||||||||||||||||||
|
Shares
Outstanding |
|
Amount
|
|
Accumulated
Deficit |
|
Unrealized
Gain (Loss) on Derivative Instruments And Other |
|
Foreign
Currency Translation Adjustments |
|
Total
Accumulated Other Comprehensive Loss |
|
Total Flex Ltd.
Shareholders' Equity |
|
Noncontrolling
Interests |
|
Shareholders'
Equity |
|||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||
BALANCE AT MARCH 31, 2016
|
544,823
|
|
|
$
|
6,598,999
|
|
|
$
|
(3,892,212
|
)
|
|
$
|
(41,522
|
)
|
|
$
|
(94,393
|
)
|
|
$
|
(135,915
|
)
|
|
$
|
2,570,872
|
|
|
$
|
34,658
|
|
|
$
|
2,605,530
|
|
Repurchase of Flex Ltd. ordinary shares at cost
|
(25,125
|
)
|
|
(345,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345,782
|
)
|
|
—
|
|
|
(345,782
|
)
|
||||||||
Exercise of stock options
|
2,283
|
|
|
12,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,438
|
|
|
610
|
|
|
13,048
|
|
||||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
9,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of subsidiary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,306
|
|
|
9,306
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
319,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319,564
|
|
|
(8,492
|
)
|
|
311,072
|
|
||||||||
Stock-based compensation, net of tax
|
—
|
|
|
79,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,669
|
|
|
(2,339
|
)
|
|
77,330
|
|
||||||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,096
|
|
|
(1,324
|
)
|
|
7,772
|
|
|
7,772
|
|
|
—
|
|
|
7,772
|
|
||||||||
BALANCE AT MARCH 31, 2017
|
531,294
|
|
|
6,345,324
|
|
|
(3,572,648
|
)
|
|
(32,426
|
)
|
|
(95,717
|
)
|
|
(128,143
|
)
|
|
2,644,533
|
|
|
33,743
|
|
|
2,678,276
|
|
||||||||
Repurchase of Flex Ltd. ordinary shares at cost
|
(10,829
|
)
|
|
(180,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180,050
|
)
|
|
—
|
|
|
(180,050
|
)
|
||||||||
Exercise of stock options
|
667
|
|
|
2,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,774
|
|
|
256
|
|
|
3,030
|
|
||||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
6,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of subsidiary shares, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,363
|
|
|
63,363
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
428,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,534
|
|
|
(7,573
|
)
|
|
420,961
|
|
||||||||
Stock-based compensation, net of tax
|
—
|
|
|
80,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,484
|
|
|
849
|
|
|
81,333
|
|
||||||||
Deconsolidation of subsidiary entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,638
|
)
|
|
(90,638
|
)
|
||||||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,320
|
)
|
|
45,618
|
|
|
42,298
|
|
|
42,298
|
|
|
—
|
|
|
42,298
|
|
||||||||
BALANCE AT MARCH 31, 2018
|
528,078
|
|
|
6,248,532
|
|
|
(3,144,114
|
)
|
|
(35,746
|
)
|
|
(50,099
|
)
|
|
(85,845
|
)
|
|
3,018,573
|
|
|
—
|
|
|
3,018,573
|
|
||||||||
Repurchase of Flex Ltd. ordinary shares at cost
|
(17,726
|
)
|
|
(188,978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188,978
|
)
|
|
—
|
|
|
(188,978
|
)
|
||||||||
Exercise of stock options
|
244
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
245
|
|
||||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
5,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
93,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,399
|
|
|
—
|
|
|
93,399
|
|
||||||||
Stock-based compensation, net of tax
|
—
|
|
|
76,032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,032
|
|
|
—
|
|
|
76,032
|
|
||||||||
Cumulative effect on opening equity of adopting accounting standards and other
|
—
|
|
|
(296
|
)
|
|
38,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,407
|
|
|
—
|
|
|
38,407
|
|
||||||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,810
|
)
|
|
(59,508
|
)
|
|
(65,318
|
)
|
|
(65,318
|
)
|
|
—
|
|
|
(65,318
|
)
|
||||||||
BALANCE AT MARCH 31, 2019
|
516,548
|
|
|
$
|
6,135,535
|
|
|
$
|
(3,012,012
|
)
|
|
$
|
(41,556
|
)
|
|
$
|
(109,607
|
)
|
|
$
|
(151,163
|
)
|
|
$
|
2,972,360
|
|
|
$
|
—
|
|
|
$
|
2,972,360
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
93,399
|
|
|
$
|
428,534
|
|
|
$
|
319,564
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
433,413
|
|
|
434,432
|
|
|
432,238
|
|
|||
Amortization and other impairment charges
|
331,539
|
|
|
120,932
|
|
|
177,422
|
|
|||
Provision for doubtful accounts (Note 2)
|
41,977
|
|
|
8,225
|
|
|
(184
|
)
|
|||
Non-cash other loss (income)
|
12,655
|
|
|
(58,223
|
)
|
|
6,858
|
|
|||
Stock-based compensation
|
76,032
|
|
|
81,346
|
|
|
77,330
|
|
|||
Gain from deconsolidation of subsidiary entity (Note 2)
|
(86,614
|
)
|
|
(151,574
|
)
|
|
—
|
|
|||
Deferred income taxes
|
(13,856
|
)
|
|
43,187
|
|
|
(20,041
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(3,628,129
|
)
|
|
(4,916,843
|
)
|
|
(5,136,256
|
)
|
|||
Contract assets
|
215,877
|
|
|
—
|
|
|
—
|
|
|||
Inventories
|
(360,152
|
)
|
|
(354,319
|
)
|
|
85,047
|
|
|||
Other current and noncurrent assets
|
(7,541
|
)
|
|
(138,184
|
)
|
|
84,949
|
|
|||
Accounts payable
|
68,070
|
|
|
623,148
|
|
|
268,686
|
|
|||
Other current and noncurrent liabilities
|
(147,694
|
)
|
|
13,004
|
|
|
(117,721
|
)
|
|||
Net cash used in operating activities
|
(2,971,024
|
)
|
|
(3,866,335
|
)
|
|
(3,822,108
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(725,606
|
)
|
|
(561,997
|
)
|
|
(525,111
|
)
|
|||
Proceeds from the disposition of property and equipment
|
94,219
|
|
|
44,780
|
|
|
35,606
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(12,796
|
)
|
|
(268,377
|
)
|
|
(189,084
|
)
|
|||
Divestitures of businesses, net of cash held in divested businesses
|
267,147
|
|
|
(2,949
|
)
|
|
36,731
|
|
|||
Cash collections of deferred purchase price
|
3,585,901
|
|
|
4,619,933
|
|
|
4,972,017
|
|
|||
Other investing activities, net
|
44,032
|
|
|
(120,442
|
)
|
|
(60,329
|
)
|
|||
Net cash provided by investing activities
|
3,252,897
|
|
|
3,710,948
|
|
|
4,269,830
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from bank borrowings and long-term debt
|
3,199,460
|
|
|
1,366,000
|
|
|
312,741
|
|
|||
Repayments of bank borrowings and long-term debt
|
(3,059,828
|
)
|
|
(1,420,977
|
)
|
|
(141,730
|
)
|
|||
Payments for repurchases of ordinary shares
|
(188,979
|
)
|
|
(180,050
|
)
|
|
(349,532
|
)
|
|||
Proceeds from exercise of stock options
|
245
|
|
|
2,774
|
|
|
12,438
|
|
|||
Other financing activities, net
|
19,398
|
|
|
44,468
|
|
|
(76,024
|
)
|
|||
Net cash used in financing activities
|
(29,704
|
)
|
|
(187,785
|
)
|
|
(242,107
|
)
|
|||
Effect of exchange rates on cash
|
(27,968
|
)
|
|
(15,079
|
)
|
|
17,490
|
|
|||
Net change in cash and cash equivalents
|
224,201
|
|
|
(358,251
|
)
|
|
223,105
|
|
|||
Cash and cash equivalents, beginning of year
|
1,472,424
|
|
|
1,830,675
|
|
|
1,607,570
|
|
|||
Cash and cash equivalents, end of year
|
$
|
1,696,625
|
|
|
$
|
1,472,424
|
|
|
$
|
1,830,675
|
|
•
|
High Reliability Solutions ("HRS"),
which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies;
|
•
|
Industrial and Emerging Industries ("IEI"),
which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks;
|
•
|
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, and switching products for 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; and
|
•
|
Consumer Technologies Group ("CTG"),
which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.
|
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
||||||
|
Impact of Adopting ASC 606
|
||||||||||
|
Balance at March 31, 2018
|
|
Adjustments
|
|
Balance at April 1, 2018
|
||||||
|
(In thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Contract assets
|
$
|
—
|
|
|
$
|
451,287
|
|
|
$
|
451,287
|
|
Inventories
|
3,799,829
|
|
|
(447,752
|
)
|
|
3,352,077
|
|
|||
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
|
|
|
$
|
(3,106,259
|
)
|
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
||||||
As of March 31, 2019
|
|
|
|
|
|
||||||
|
Impact of Adopting ASC 606
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balance without ASC 606 Adoption
|
||||||
|
(In thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Contract assets
|
$
|
216,202
|
|
|
$
|
(216,202
|
)
|
|
$
|
—
|
|
Inventories
|
3,722,854
|
|
|
252,844
|
|
|
3,975,698
|
|
|||
Other current assets
|
854,790
|
|
|
8,865
|
|
|
863,655
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Other current liabilities
|
1,426,075
|
|
|
65,705
|
|
|
1,491,780
|
|
|||
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(3,012,012
|
)
|
|
$
|
(35,114
|
)
|
|
$
|
(3,047,126
|
)
|
Condensed Consolidated Statement of Operations
|
|
|
|
|
|
||||||
|
Fiscal Year Ended March 31, 2019
|
||||||||||
|
Impact of Adopting ASC 606
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balance without ASC 606 Adoption
|
||||||
|
(In thousands)
|
||||||||||
Net sales
|
$
|
26,210,511
|
|
|
$
|
(25,665
|
)
|
|
$
|
26,184,846
|
|
Cost of sales (including restructuring charges)
|
24,692,736
|
|
|
(28,406
|
)
|
|
24,664,330
|
|
|||
Gross profit
|
$
|
1,517,775
|
|
|
$
|
2,741
|
|
|
$
|
1,520,516
|
|
•
|
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.
|
|
Balance at
Beginning of Year |
|
Charged to
Costs and Expenses |
|
Deductions/
Write-Offs |
|
Balance at
End of Year |
||||||||
|
(In thousands)
|
||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year ended March 31, 2017
|
$
|
64,608
|
|
|
$
|
(184
|
)
|
|
$
|
(7,122
|
)
|
|
$
|
57,302
|
|
Year ended March 31, 2018
|
57,302
|
|
|
8,225
|
|
|
(5,476
|
)
|
|
60,051
|
|
||||
Year ended March 31, 2019 (1)
|
60,051
|
|
|
41,977
|
|
|
(10,632
|
)
|
|
91,396
|
|
(1)
|
Charges incurred during fiscal year 2019 are primarily for costs and expenses related to various distressed customers.
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash and bank balances
|
$
|
1,222,737
|
|
|
$
|
1,019,802
|
|
Money market funds and time deposits
|
473,888
|
|
|
452,622
|
|
||
|
$
|
1,696,625
|
|
|
$
|
1,472,424
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
2,922,101
|
|
|
$
|
2,760,410
|
|
Work-in-progress
|
366,135
|
|
|
450,569
|
|
||
Finished goods
|
434,618
|
|
|
588,850
|
|
||
|
$
|
3,722,854
|
|
|
$
|
3,799,829
|
|
|
Depreciable
Life (In Years) |
|
As of March 31,
|
||||||
|
|
2019
|
|
2018
|
|||||
|
|
|
(In thousands)
|
||||||
Machinery and equipment
|
3 - 10
|
|
$
|
3,305,335
|
|
|
$
|
3,004,707
|
|
Buildings
|
30
|
|
1,111,708
|
|
|
1,154,881
|
|
||
Leasehold improvements
|
up to 30
|
|
453,119
|
|
|
414,917
|
|
||
Furniture, fixtures, computer equipment and software
|
3 - 7
|
|
501,994
|
|
|
482,248
|
|
||
Land
|
—
|
|
121,976
|
|
|
152,992
|
|
||
Construction-in-progress
|
—
|
|
291,458
|
|
|
287,724
|
|
||
|
|
|
5,785,590
|
|
|
5,497,469
|
|
||
Accumulated depreciation and amortization
|
|
|
(3,449,377
|
)
|
|
(3,257,963
|
)
|
||
Property and equipment, net
|
|
|
$
|
2,336,213
|
|
|
$
|
2,239,506
|
|
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Balance, as of March 31, 2017
|
$
|
420,935
|
|
|
$
|
337,707
|
|
|
$
|
115,002
|
|
|
$
|
111,223
|
|
|
$
|
984,867
|
|
Additions (1)
|
75,280
|
|
|
—
|
|
|
9,730
|
|
|
—
|
|
|
85,010
|
|
|||||
Divestitures (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|
(3,475
|
)
|
|||||
Foreign currency translation adjustments (3)
|
54,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,768
|
|
|||||
Balance, as of March 31, 2018
|
550,983
|
|
|
337,707
|
|
|
124,732
|
|
|
107,748
|
|
|
1,121,170
|
|
|||||
Additions (1)
|
—
|
|
|
—
|
|
|
10,984
|
|
|
—
|
|
|
10,984
|
|
|||||
Divestitures (2)
|
(5,303
|
)
|
|
(4,450
|
)
|
|
(6,391
|
)
|
|
(4,484
|
)
|
|
(20,628
|
)
|
|||||
Foreign currency translation adjustments (3)
|
(38,471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,471
|
)
|
|||||
Balance, as of March 31, 2019
|
$
|
507,209
|
|
|
$
|
333,257
|
|
|
$
|
129,325
|
|
|
$
|
103,264
|
|
|
$
|
1,073,055
|
|
(1)
|
The goodwill generated from the Company's business combinations completed during the fiscal years
2019
and
2018
are primarily related to value placed on the employee workforce, service offerings, capabilities and expected synergies. The goodwill is not deductible for income tax purposes. Refer to the discussion of the Company's business acquisitions in note
17
. Also included in fiscal year 2018 were adjustments based on management's estimates resulting from its review and finalization of the valuation of assets and liabilities acquired 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 during the fiscal year ended March 31, 2018.
|
(2)
|
During the fiscal year ended March 31, 2019, 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
. During the fiscal year ended March 31, 2018, the Company disposed of Wink Labs Inc. ("Wink"), a business within the CTG segment.
|
(3)
|
During the fiscal years ended March 31,
2019
and
2018
, the Company recorded
$38.5 million
and
$54.8 million
, respectively, of foreign currency translation adjustments primarily related to historical acquisitions, as the U.S. Dollar fluctuated against foreign currencies.
|
|
As of March 31, 2019
|
|
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
|
$
|
297,306
|
|
|
$
|
(113,627
|
)
|
|
$
|
183,679
|
|
|
$
|
306,943
|
|
|
$
|
(79,051
|
)
|
|
$
|
227,892
|
|
Licenses and other intangibles
|
274,604
|
|
|
(127,288
|
)
|
|
147,316
|
|
|
304,007
|
|
|
(107,466
|
)
|
|
196,541
|
|
||||||
Total
|
$
|
571,910
|
|
|
$
|
(240,915
|
)
|
|
$
|
330,995
|
|
|
$
|
610,950
|
|
|
$
|
(186,517
|
)
|
|
$
|
424,433
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2020
|
$
|
64,917
|
|
2021
|
60,604
|
|
|
2022
|
52,099
|
|
|
2023
|
44,390
|
|
|
2024
|
42,830
|
|
|
Thereafter
|
66,155
|
|
|
Total amortization expense
|
$
|
330,995
|
|
|
Contract Assets
|
||
Beginning balance, April 1, 2018
|
$
|
—
|
|
Cumulative effect adjustment at April 1, 2018
|
451,287
|
|
|
Revenue recognized
|
7,169,638
|
|
|
Amounts collected or invoiced
|
(7,404,723
|
)
|
|
Ending balance, March 31, 2019
|
$
|
216,202
|
|
|
Fiscal Year Ended March 31, 2019
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
3,773,735
|
|
|
$
|
4,395,773
|
|
|
$
|
6,126,454
|
|
|
$
|
4,744,911
|
|
|
$
|
19,040,873
|
|
Over time
|
1,055,215
|
|
|
1,786,864
|
|
|
2,209,876
|
|
|
2,117,683
|
|
|
7,169,638
|
|
|||||
Total segment
|
$
|
4,828,950
|
|
|
$
|
6,182,637
|
|
|
$
|
8,336,330
|
|
|
$
|
6,862,594
|
|
|
$
|
26,210,511
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cost of sales
|
$
|
19,554
|
|
|
$
|
19,102
|
|
|
$
|
10,023
|
|
Selling, general and administrative expenses
|
56,478
|
|
|
66,142
|
|
|
72,243
|
|
|||
Total share-based compensation expense
|
$
|
76,032
|
|
|
$
|
85,244
|
|
|
$
|
82,266
|
|
|
Fiscal Year Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Expected volatility
|
27.4
|
%
|
|
25.1
|
%
|
|
25.8
|
%
|
Average peer volatility
|
25.6
|
%
|
|
28.7
|
%
|
|
25.1
|
%
|
Average peer correlation
|
0.5
|
|
|
0.6
|
|
|
0.6
|
|
Expected dividends
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
Outstanding, beginning of fiscal year
|
1,189,550
|
|
|
$
|
3.28
|
|
|
1,937,400
|
|
|
$
|
3.75
|
|
|
5,111,490
|
|
|
$
|
5.70
|
|
Granted
|
—
|
|
|
—
|
|
|
288,386
|
|
|
0.54
|
|
|
159,057
|
|
|
0.51
|
|
|||
Exercised
|
(244,393
|
)
|
|
1.00
|
|
|
(667,184
|
)
|
|
4.15
|
|
|
(2,283,201
|
)
|
|
5.44
|
|
|||
Forfeited
|
(71,927
|
)
|
|
3.37
|
|
|
(369,052
|
)
|
|
5.75
|
|
|
(1,049,946
|
)
|
|
9.47
|
|
|||
Outstanding, end of fiscal year
|
873,230
|
|
|
$
|
3.93
|
|
|
1,189,550
|
|
|
$
|
3.28
|
|
|
1,937,400
|
|
|
$
|
3.75
|
|
Options exercisable, end of fiscal year
|
546,339
|
|
|
$
|
5.34
|
|
|
373,950
|
|
|
$
|
4.99
|
|
|
507,965
|
|
|
$
|
6.08
|
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Shares
|
|
Price
|
|
Shares
|
|
Price
|
|
Shares
|
|
Price
|
|||||||||
Unvested restricted share unit awards outstanding, beginning of fiscal year
|
14,619,692
|
|
|
$
|
14.39
|
|
|
17,242,019
|
|
|
$
|
12.24
|
|
|
19,309,172
|
|
|
$
|
10.71
|
|
Granted (1)
|
8,257,502
|
|
|
12.59
|
|
|
6,680,739
|
|
|
16.97
|
|
|
8,261,666
|
|
|
13.46
|
|
|||
Vested (1)
|
(5,952,039
|
)
|
|
13.12
|
|
|
(6,945,393
|
)
|
|
11.86
|
|
|
(9,311,984
|
)
|
|
9.50
|
|
|||
Forfeited
|
(2,021,269
|
)
|
|
14.51
|
|
|
(2,357,673
|
)
|
|
12.20
|
|
|
(1,016,835
|
)
|
|
11.15
|
|
|||
Unvested restricted share unit awards outstanding, end of fiscal year
|
14,903,886
|
|
|
$
|
13.76
|
|
|
14,619,692
|
|
|
$
|
14.39
|
|
|
17,242,019
|
|
|
$
|
12.24
|
|
(1)
|
Included in the fiscal years 2018 and 2017 amounts are
0.7 million
and
1.7 million
of restricted share unit awards, respectively, representing the number of awards achieved above target levels based on the achievement of certain market conditions, as further described in the table below. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.
|
|
|
Targeted
number of awards as of March 31, 2019 (in shares) |
|
|
|
Range of shares
that may be issued (1) |
|
|
|||||||
|
|
Average
grant date fair value (per share) |
|
|
|||||||||||
|
|
|
Assessment dates
|
||||||||||||
Year of grant
|
|
|
Minimum
|
|
Maximum
|
|
|||||||||
Fiscal 2019
|
|
1,316,279
|
|
|
$
|
14.00
|
|
|
—
|
|
|
2,632,558
|
|
|
June 2021
|
Fiscal 2018
|
|
586,077
|
|
|
$
|
20.25
|
|
|
—
|
|
|
1,172,154
|
|
|
June 2020
|
Fiscal 2017
|
|
619,574
|
|
|
$
|
17.57
|
|
|
—
|
|
|
1,239,148
|
|
|
June 2019
|
Totals
|
|
2,521,930
|
|
|
|
|
|
—
|
|
|
5,043,860
|
|
|
|
(1)
|
Vesting ranges from zero to 200% based on measurement of Flex's total shareholder return against the Standard and Poor's ("S&P") 500 Composite Index.
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands, except
per share amounts)
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
93,399
|
|
|
$
|
428,534
|
|
|
$
|
319,564
|
|
Shares used in computation:
|
|
|
|
|
|
||||||
Weighted-average ordinary shares outstanding
|
526,519
|
|
|
529,782
|
|
|
540,503
|
|
|||
Basic earnings per share
|
$
|
0.18
|
|
|
$
|
0.81
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
93,399
|
|
|
$
|
428,534
|
|
|
$
|
319,564
|
|
Shares used in computation:
|
|
|
|
|
|
||||||
Weighted-average ordinary shares outstanding
|
526,519
|
|
|
529,782
|
|
|
540,503
|
|
|||
Weighted-average ordinary share equivalents from stock options and restricted share unit awards (1) (2)
|
3,551
|
|
|
6,816
|
|
|
5,717
|
|
|||
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
530,070
|
|
|
536,598
|
|
|
546,220
|
|
|||
Diluted earnings per share
|
$
|
0.18
|
|
|
$
|
0.80
|
|
|
$
|
0.59
|
|
(1)
|
An immaterial amount of options to purchase ordinary shares during fiscal years 2019 and 2018 were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary shares equivalents. Options to purchase ordinary shares of
0.5 million
during fiscal year
2017
were excluded from the computation of diluted earnings per share.
|
(2)
|
Restricted share unit awards of
6.8 million
during fiscal year 2019 were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary shares equivalents. Less than
0.1 million
of anti-dilutive restricted share unit awards were excluded from the computation of diluted earnings per share during fiscal years 2018 and 2017, respectively.
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net cash paid for:
|
|
|
|
|
|
||||||
Interest
|
$
|
190,204
|
|
|
$
|
152,750
|
|
|
$
|
127,346
|
|
Income taxes
|
134,178
|
|
|
91,846
|
|
|
86,651
|
|
|||
Non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Unpaid purchases of property and equipment
|
$
|
111,989
|
|
|
$
|
128,044
|
|
|
$
|
84,375
|
|
Customer-related third party banking institution equipment financing net settlement
|
—
|
|
|
—
|
|
|
90,576
|
|
|||
Non-cash investment in Elementum (Note 2)
|
—
|
|
|
132,679
|
|
|
—
|
|
|||
Non-cash proceeds from sales of Wink (Note 2)
|
—
|
|
|
59,000
|
|
|
—
|
|
|||
Non-cash investment in Bright Machines (Note 2)
|
127,641
|
|
|
—
|
|
|
—
|
|
|||
Capital lease for Bright Machines assets (Note 2)
|
34,828
|
|
|
—
|
|
|
—
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
4.625% Notes due February 2020
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Term Loan, including current portion, due in installments through November 2021
|
671,563
|
|
|
687,813
|
|
||
Term Loan, including current portion, due in installments through June 2022
|
458,531
|
|
|
483,656
|
|
||
5.000% Notes due February 2023
|
500,000
|
|
|
500,000
|
|
||
4.750% Notes due June 2025
|
596,815
|
|
|
596,387
|
|
||
India Facilities (1)
|
170,206
|
|
|
—
|
|
||
Other
|
168,039
|
|
|
186,601
|
|
||
Debt issuance costs
|
(10,639
|
)
|
|
(13,815
|
)
|
||
|
3,054,515
|
|
|
2,940,642
|
|
||
Current portion, net of debt issuance costs
|
(632,611
|
)
|
|
(43,011
|
)
|
||
Non-current portion
|
$
|
2,421,904
|
|
|
$
|
2,897,631
|
|
(1)
|
India Facilities as of March 31, 2019 include approximately
$91.4 million
drawdown of short-term bank borrowings facility entered in February 2019 and
$78.8 million
drawdown from the
$200 million
term loan facility entered in July 2018.
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2020
|
$
|
634,321
|
|
2021
|
111,558
|
|
|
2022
|
801,836
|
|
|
2023
|
857,571
|
|
|
2024
|
60,423
|
|
|
Thereafter
|
599,445
|
|
|
Total
|
$
|
3,065,154
|
|
|
Foreign Currency
Amount |
|
Notional Contract
Value in USD |
||||||||||
Currency
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
(In thousands)
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
||||||
CNY
|
2,207,000
|
|
|
—
|
|
|
$
|
328,349
|
|
|
$
|
—
|
|
EUR
|
48,763
|
|
|
700
|
|
|
55,445
|
|
|
788
|
|
||
HUF
|
34,401,000
|
|
|
—
|
|
|
120,981
|
|
|
—
|
|
||
ILS
|
181,000
|
|
|
—
|
|
|
49,833
|
|
|
—
|
|
||
MXN
|
4,123,000
|
|
|
—
|
|
|
212,987
|
|
|
—
|
|
||
MYR
|
286,100
|
|
|
30,200
|
|
|
70,276
|
|
|
7,418
|
|
||
PLN
|
144,500
|
|
|
—
|
|
|
37,841
|
|
|
—
|
|
||
RON
|
247,000
|
|
|
—
|
|
|
58,365
|
|
|
—
|
|
||
SGD
|
42,500
|
|
|
—
|
|
|
31,354
|
|
|
—
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
17,853
|
|
|
7,089
|
|
||
|
|
|
|
|
983,284
|
|
|
15,295
|
|
||||
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
||||||
BRL
|
—
|
|
|
972,000
|
|
|
—
|
|
|
246,092
|
|
||
CAD
|
74,484
|
|
|
132,895
|
|
|
55,511
|
|
|
99,042
|
|
||
CNY
|
3,132,409
|
|
|
458,795
|
|
|
466,085
|
|
|
68,230
|
|
||
EUR
|
1,793,103
|
|
|
2,043,034
|
|
|
2,019,883
|
|
|
2,303,762
|
|
||
GBP
|
39,047
|
|
|
30,869
|
|
|
51,590
|
|
|
40,857
|
|
||
HUF
|
52,526,969
|
|
|
54,425,127
|
|
|
184,727
|
|
|
191,402
|
|
||
ILS
|
160,775
|
|
|
77,600
|
|
|
44,265
|
|
|
21,365
|
|
||
INR
|
3,921,500
|
|
|
10,356,508
|
|
|
56,930
|
|
|
150,312
|
|
||
MXN
|
2,969,832
|
|
|
2,078,128
|
|
|
153,416
|
|
|
107,352
|
|
||
MYR
|
455,920
|
|
|
255,210
|
|
|
111,989
|
|
|
62,688
|
|
||
SEK
|
706,435
|
|
|
755,275
|
|
|
76,470
|
|
|
81,479
|
|
||
SGD
|
83,800
|
|
|
50,280
|
|
|
61,822
|
|
|
37,093
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
77,860
|
|
|
57,612
|
|
||
|
|
|
|
|
3,360,548
|
|
|
3,467,286
|
|
||||
Total Notional Contract Value in USD
|
|
|
|
|
$
|
4,343,832
|
|
|
$
|
3,482,581
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location |
|
March 31,
2019 |
|
March 31,
2018 |
|
Balance Sheet
Location |
|
March 31,
2019 |
|
March 31,
2018 |
||||||||
|
(In thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
Other current assets
|
|
$
|
10,503
|
|
|
$
|
19,422
|
|
|
Other current liabilities
|
|
$
|
10,282
|
|
|
$
|
7,065
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
Other current assets
|
|
$
|
16,774
|
|
|
$
|
23,912
|
|
|
Other current liabilities
|
|
$
|
17,144
|
|
|
$
|
18,246
|
|
|
|||||||||||
|
Unrealized loss on
derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance on April 1, 2016
|
$
|
(41,522
|
)
|
|
$
|
(94,393
|
)
|
|
$
|
(135,915
|
)
|
Other comprehensive gain (loss) before reclassifications
|
6,925
|
|
|
(1,198
|
)
|
|
5,727
|
|
|||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
2,171
|
|
|
(126
|
)
|
|
2,045
|
|
|||
Net current-period other comprehensive gain (loss)
|
9,096
|
|
|
(1,324
|
)
|
|
7,772
|
|
|||
Ending balance on March 31, 2017
|
$
|
(32,426
|
)
|
|
$
|
(95,717
|
)
|
|
$
|
(128,143
|
)
|
Other comprehensive gain before reclassifications
|
15,667
|
|
|
46,022
|
|
|
61,689
|
|
|||
Net gains reclassified from accumulated other comprehensive loss
|
(18,987
|
)
|
|
(404
|
)
|
|
(19,391
|
)
|
|||
Net current-period other comprehensive gain (loss)
|
(3,320
|
)
|
|
45,618
|
|
|
42,298
|
|
|||
Ending balance on March 31, 2018
|
$
|
(35,746
|
)
|
|
$
|
(50,099
|
)
|
|
$
|
(85,845
|
)
|
Other comprehensive loss before reclassifications
|
(48,302
|
)
|
|
(59,508
|
)
|
|
(107,810
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss
|
42,492
|
|
|
—
|
|
|
42,492
|
|
|||
Net current-period other comprehensive loss
|
(5,810
|
)
|
|
(59,508
|
)
|
|
(65,318
|
)
|
|||
Ending balance on March 31, 2019
|
$
|
(41,556
|
)
|
|
$
|
(109,607
|
)
|
|
$
|
(151,163
|
)
|
|
Fair Value Measurements as of March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds and time deposits (Note 2)
|
$
|
—
|
|
|
$
|
473,888
|
|
|
$
|
—
|
|
|
$
|
473,888
|
|
Foreign exchange forward contracts (Note 8)
|
—
|
|
|
27,277
|
|
|
—
|
|
|
27,277
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds, money market accounts and equity securities
|
2,845
|
|
|
76,852
|
|
|
—
|
|
|
79,697
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts (Note 8)
|
$
|
—
|
|
|
$
|
(27,426
|
)
|
|
$
|
—
|
|
|
$
|
(27,426
|
)
|
|
Fair Value Measurements as of March 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds and time deposits (Note 2)
|
$
|
—
|
|
|
$
|
452,622
|
|
|
$
|
—
|
|
|
$
|
452,622
|
|
Foreign exchange forward contracts (Note 8)
|
—
|
|
|
43,334
|
|
|
—
|
|
|
43,334
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds, money market accounts and equity securities
|
7,196
|
|
|
67,532
|
|
|
—
|
|
|
74,728
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts (Note 8)
|
$
|
—
|
|
|
$
|
(25,311
|
)
|
|
$
|
—
|
|
|
$
|
(25,311
|
)
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Fair Value
Hierarchy |
||||||||
|
(In thousands)
|
|
(In thousands)
|
|
|
||||||||||||
4.625% Notes due February 2020
|
$
|
500,000
|
|
|
$
|
499,950
|
|
|
$
|
500,000
|
|
|
$
|
513,596
|
|
|
Level 1
|
Term Loan, including current portion, due in installments through November 2021
|
671,563
|
|
|
670,724
|
|
|
687,813
|
|
|
689,966
|
|
|
Level 1
|
||||
Term Loan, including current portion, due in installments through June 2022
|
458,531
|
|
|
457,958
|
|
|
483,656
|
|
|
485,470
|
|
|
Level 1
|
||||
5.000% Notes due February 2023
|
500,000
|
|
|
499,950
|
|
|
500,000
|
|
|
525,292
|
|
|
Level 1
|
||||
4.750% Notes due June 2025
|
596,815
|
|
|
599,940
|
|
|
596,387
|
|
|
627,407
|
|
|
Level 1
|
||||
Euro Term Loan due September 2020
|
52,746
|
|
|
52,746
|
|
|
59,443
|
|
|
59,443
|
|
|
Level 2
|
||||
Euro Term Loan due January 2022
|
112,524
|
|
|
112,524
|
|
|
123,518
|
|
|
123,518
|
|
|
Level 2
|
||||
India Facilities
|
170,206
|
|
|
170,206
|
|
|
—
|
|
|
—
|
|
|
Level 2
|
||||
Total
|
$
|
3,062,385
|
|
|
$
|
3,063,998
|
|
|
$
|
2,950,817
|
|
|
$
|
3,024,692
|
|
|
|
Fiscal Year Ending March 31,
|
Operating Lease
|
||
|
(In thousands)
|
||
2020
|
$
|
155,391
|
|
2021
|
113,245
|
|
|
2022
|
93,777
|
|
|
2023
|
81,335
|
|
|
2024
|
67,341
|
|
|
Thereafter
|
171,828
|
|
|
Total minimum lease payments
|
$
|
682,917
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,517
|
|
|
$
|
2,894
|
|
|
$
|
1,037
|
|
Foreign
|
99,894
|
|
|
50,889
|
|
|
71,773
|
|
|||
|
101,411
|
|
|
53,783
|
|
|
72,810
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
(40
|
)
|
|
422
|
|
|
350
|
|
|||
Foreign
|
(12,644
|
)
|
|
38,154
|
|
|
(21,876
|
)
|
|||
|
(12,684
|
)
|
|
38,576
|
|
|
(21,526
|
)
|
|||
Provision for income taxes
|
$
|
88,727
|
|
|
$
|
92,359
|
|
|
$
|
51,284
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Income taxes based on domestic statutory rates
|
$
|
30,961
|
|
|
$
|
88,552
|
|
|
$
|
63,044
|
|
Effect of tax rate differential
|
(135,033
|
)
|
|
(244,128
|
)
|
|
(85,132
|
)
|
|||
Change in liability for uncertain tax positions
|
(15,381
|
)
|
|
22,180
|
|
|
684
|
|
|||
Change in valuation allowance
|
191,896
|
|
|
297,330
|
|
|
78,728
|
|
|||
Recognition of prior year taxes recoverable
|
5,439
|
|
|
(53,757
|
)
|
|
—
|
|
|||
Expiration of tax attributes
|
4,277
|
|
|
—
|
|
|
—
|
|
|||
Other
|
6,568
|
|
|
(17,818
|
)
|
|
(6,040
|
)
|
|||
Provision for income taxes
|
$
|
88,727
|
|
|
$
|
92,359
|
|
|
$
|
51,284
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
$
|
(39,376
|
)
|
|
$
|
(33,056
|
)
|
Intangible assets
|
(57,939
|
)
|
|
(80,565
|
)
|
||
Others
|
(14,879
|
)
|
|
(12,544
|
)
|
||
Total deferred tax liabilities
|
(112,194
|
)
|
|
(126,165
|
)
|
||
Deferred tax assets:
|
|
|
|
||||
Fixed assets
|
67,980
|
|
|
65,155
|
|
||
Intangible assets
|
7,442
|
|
|
11,237
|
|
||
Deferred compensation
|
13,864
|
|
|
13,475
|
|
||
Inventory valuation
|
11,082
|
|
|
6,952
|
|
||
Provision for doubtful accounts
|
4,797
|
|
|
3,073
|
|
||
Net operating loss and other carryforwards
|
1,944,782
|
|
|
2,133,097
|
|
||
Others
|
243,016
|
|
|
236,916
|
|
||
Total deferred tax assets
|
2,292,963
|
|
|
2,469,905
|
|
||
Valuation allowances
|
(2,083,082
|
)
|
|
(2,259,956
|
)
|
||
Total deferred tax assets, net of valuation allowances
|
209,881
|
|
|
209,949
|
|
||
Net deferred tax asset
|
$
|
97,687
|
|
|
$
|
83,784
|
|
The net deferred tax asset is classified as follows:
|
|
|
|
||||
Long-term asset
|
$
|
164,611
|
|
|
$
|
165,319
|
|
Long-term liability
|
(66,924
|
)
|
|
(81,535
|
)
|
||
Total
|
$
|
97,687
|
|
|
$
|
83,784
|
|
|
Fiscal Year Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Balance, beginning of fiscal year
|
$
|
227,590
|
|
|
$
|
203,323
|
|
Additions based on tax position related to the current year
|
82,966
|
|
|
24,415
|
|
||
Additions for tax positions of prior years
|
5,575
|
|
|
5,926
|
|
||
Reductions for tax positions of prior years
|
(15,432
|
)
|
|
(11,936
|
)
|
||
Reductions related to lapse of applicable statute of limitations
|
(14,786
|
)
|
|
(9,029
|
)
|
||
Settlements
|
(22,174
|
)
|
|
—
|
|
||
Impact from foreign exchange rates fluctuation
|
(12,017
|
)
|
|
14,891
|
|
||
Balance, end of fiscal year
|
$
|
251,722
|
|
|
$
|
227,590
|
|
|
Severance
|
|
Long-Lived
Asset Impairment |
|
Other
Exit Costs |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of March 31, 2016
|
$
|
11,905
|
|
|
$
|
—
|
|
|
$
|
1,335
|
|
|
$
|
13,240
|
|
Provision for charges incurred in fiscal year 2017
|
42,253
|
|
|
—
|
|
|
7,142
|
|
|
49,395
|
|
||||
Cash payments for charges incurred in fiscal year 2017
|
(25,894
|
)
|
|
—
|
|
|
—
|
|
|
(25,894
|
)
|
||||
Cash payments for charges incurred in fiscal year 2016 and prior
|
(11,905
|
)
|
|
—
|
|
|
(1,335
|
)
|
|
(13,240
|
)
|
||||
Balance as of March 31, 2017
|
16,359
|
|
|
—
|
|
|
7,142
|
|
|
23,501
|
|
||||
Provision for charges incurred in fiscal year 2018
|
69,439
|
|
|
9,417
|
|
|
11,835
|
|
|
90,691
|
|
||||
Cash payments for charges incurred in fiscal year 2017 and prior
|
(13,237
|
)
|
|
—
|
|
|
(3,671
|
)
|
|
(16,908
|
)
|
||||
Cash payments for charges incurred in fiscal year 2018
|
(24,555
|
)
|
|
—
|
|
|
—
|
|
|
(24,555
|
)
|
||||
Non-cash charges incurred in fiscal year 2018
|
—
|
|
|
(9,417
|
)
|
|
(1,968
|
)
|
|
(11,385
|
)
|
||||
Balance as of March 31, 2018
|
48,006
|
|
|
—
|
|
|
13,338
|
|
|
61,344
|
|
||||
Provision for charges incurred in fiscal year 2019
|
38,634
|
|
|
46,365
|
|
|
28,314
|
|
|
113,313
|
|
||||
Cash payments for charges incurred in fiscal year 2018 and prior
|
(40,623
|
)
|
|
—
|
|
|
(4,293
|
)
|
|
(44,916
|
)
|
||||
Cash payments for charges incurred in fiscal year 2019
|
(22,783
|
)
|
|
—
|
|
|
(1,330
|
)
|
|
(24,113
|
)
|
||||
Non-cash charges incurred in fiscal year 2019
|
—
|
|
|
(46,365
|
)
|
|
(26,829
|
)
|
|
(73,194
|
)
|
||||
Balance as of March 31, 2019
|
23,234
|
|
|
—
|
|
|
9,200
|
|
|
32,434
|
|
||||
Less: Current portion (classified as other current liabilities)
|
23,234
|
|
|
—
|
|
|
9,200
|
|
|
32,434
|
|
||||
Accrued restructuring costs, net of current portion (classified as other liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year Ended March 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Gain on deconsolidation of subsidiary (1)
|
$
|
(87,348
|
)
|
|
$
|
(151,574
|
)
|
|
$
|
—
|
|
(Gain) loss on sale of non-strategic business (2)
|
—
|
|
|
(38,689
|
)
|
|
7,400
|
|
|||
Investment impairments and dispositions (3)
|
193,063
|
|
|
21,895
|
|
|
—
|
|
(1)
|
During fiscal year ended March 31, 2019 the Company recognized other income of approximately
$87 million
from the deconsolidation of Bright Machines (formally known as AutoLab AI). The fiscal year ended March 31, 2018 includes a
$151.6 million
gain from the deconsolidation of Elementum. See note
2
for additional information on the deconsolidation of Bright Machines and Elementum.
|
(2)
|
The Company recognized other income of
$38.7 million
from the sale of Wink during fiscal year 2018. See note
2
for additional information on the sale of Wink. Fiscal year 2017 includes a
$7.4 million
loss attributable to a non-strategic facility sold during the second quarter of that year.
|
(3)
|
During fiscal year ended March 31, 2019 the Company recognized investment impairments of
$193.1 million
, under other charges, which is primarily driven by an
$84 million
impairment in its investment in Elementum, coupled with a
$76 million
loss for the portion of its investment in an unrelated third-party venture backed company, also determined to be impaired. See note 2 for additional information on the impairments. The Company recognized
$21.9 million
of impairment during fiscal year 2018 for certain non-core investments.
|
|
Fiscal Year Ended March 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Interest expenses on debt obligations
|
$
|
145,658
|
|
|
$
|
123,098
|
|
|
$
|
107,978
|
|
ABS and AR sales programs related expenses
|
46,344
|
|
|
25,002
|
|
|
15,252
|
|
|||
Interest income
|
(19,496
|
)
|
|
(18,840
|
)
|
|
(12,084
|
)
|
|||
Gain on foreign exchange transactions
|
(1,175
|
)
|
|
(15,222
|
)
|
|
(16,528
|
)
|
|
|
Purchase Consideration
|
|
Net Tangible Assets Acquired
|
|
Purchased Intangible Assets
|
|
Goodwill
|
||||||||
AGM
|
|
$
|
213,718
|
|
|
$
|
56,438
|
|
|
$
|
82,000
|
|
|
$
|
75,280
|
|
Power Modules Business
|
|
54,659
|
|
|
11,615
|
|
|
33,300
|
|
|
9,744
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||
High Reliability Solutions
|
$
|
4,828,950
|
|
|
$
|
4,769,464
|
|
|
$
|
4,149,438
|
|
Industrial & Emerging Industries
|
6,182,637
|
|
|
5,972,496
|
|
|
4,967,738
|
|
|||
Communications & Enterprise Compute
|
8,336,330
|
|
|
7,729,350
|
|
|
8,383,420
|
|
|||
Consumer Technologies Group
|
6,862,594
|
|
|
6,969,821
|
|
|
6,362,338
|
|
|||
|
$
|
26,210,511
|
|
|
$
|
25,441,131
|
|
|
$
|
23,862,934
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
||||||
High Reliability Solutions
|
$
|
371,003
|
|
|
$
|
380,878
|
|
|
$
|
334,108
|
|
Industrial & Emerging Industries
|
269,172
|
|
|
235,422
|
|
|
179,749
|
|
|||
Communications & Enterprise Compute
|
214,723
|
|
|
186,335
|
|
|
229,332
|
|
|||
Consumer Technologies Group
|
121,336
|
|
|
111,629
|
|
|
179,910
|
|
|||
Corporate and Other
|
(104,471
|
)
|
|
(127,810
|
)
|
|
(107,850
|
)
|
|||
Total income
|
871,763
|
|
|
786,454
|
|
|
815,249
|
|
|||
Reconciling items:
|
|
|
|
|
|
||||||
Intangible amortization
|
74,396
|
|
|
78,640
|
|
|
81,396
|
|
|||
Stock-based compensation
|
76,032
|
|
|
85,244
|
|
|
82,266
|
|
|||
Customer related asset impairments (1)
|
87,093
|
|
|
6,251
|
|
|
92,915
|
|
|||
Restructuring charges (Note 14)
|
113,313
|
|
|
90,691
|
|
|
49,395
|
|
|||
New revenue standard adoption impact (Note 2 & Note 3)
|
9,291
|
|
|
—
|
|
|
—
|
|
|||
Contingencies and other (2)
|
35,644
|
|
|
51,631
|
|
|
17,704
|
|
|||
Interest and other, net
|
183,454
|
|
|
122,823
|
|
|
99,532
|
|
|||
Other charges (income), net (Note 15)
|
110,414
|
|
|
(169,719
|
)
|
|
21,193
|
|
|||
Income before income taxes
|
$
|
182,126
|
|
|
$
|
520,893
|
|
|
$
|
370,848
|
|
(1)
|
Customer related asset impairments for fiscal year 2019, 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.
|
(2)
|
Contingencies and other during fiscal year 2019, 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, Contingencies and other also includes certain charges of the China based Multek operations that was divested in the second quarter of fiscal year 2019.
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Depreciation expense
|
|
|
|
|
|
||||||
High Reliability Solutions
|
$
|
96,854
|
|
|
$
|
97,114
|
|
|
$
|
88,604
|
|
Industrial & Emerging Industries
|
92,606
|
|
|
75,366
|
|
|
70,814
|
|
|||
Communication & Enterprise Compute
|
103,162
|
|
|
118,150
|
|
|
133,057
|
|
|||
Consumer Technologies Group
|
104,298
|
|
|
110,276
|
|
|
110,379
|
|
|||
Corporate and Other
|
36,493
|
|
|
33,526
|
|
|
29,384
|
|
|||
Total depreciation expense
|
$
|
433,413
|
|
|
$
|
434,432
|
|
|
$
|
432,238
|
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia
|
$
|
11,469,617
|
|
|
44
|
%
|
|
$
|
11,210,793
|
|
|
44
|
%
|
|
$
|
10,962,075
|
|
|
46
|
%
|
Americas
|
9,893,072
|
|
|
38
|
%
|
|
9,880,626
|
|
|
39
|
%
|
|
8,582,849
|
|
|
36
|
%
|
|||
Europe
|
4,847,822
|
|
|
18
|
%
|
|
4,349,712
|
|
|
17
|
%
|
|
4,318,010
|
|
|
18
|
%
|
|||
|
$
|
26,210,511
|
|
|
|
|
$
|
25,441,131
|
|
|
|
|
$
|
23,862,934
|
|
|
|
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||
Net sales:
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
China
|
$
|
6,648,549
|
|
|
25
|
%
|
|
$
|
7,449,591
|
|
|
29
|
%
|
|
$
|
7,213,614
|
|
|
30
|
%
|
Mexico
|
4,538,720
|
|
|
17
|
%
|
|
4,361,814
|
|
|
17
|
%
|
|
4,075,616
|
|
|
17
|
%
|
|||
U.S.
|
3,106,222
|
|
|
12
|
%
|
|
2,860,242
|
|
|
11
|
%
|
|
2,560,300
|
|
|
11
|
%
|
|||
Brazil
|
2,181,025
|
|
|
8
|
%
|
|
2,578,466
|
|
|
10
|
%
|
|
1,907,591
|
|
|
8
|
%
|
|||
Malaysia
|
1,996,152
|
|
|
8
|
%
|
|
2,005,119
|
|
|
8
|
%
|
|
2,267,478
|
|
|
10
|
%
|
|
As of March 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
(In thousands)
|
||||||||||||
Property and equipment, net:
|
|
|
|
|
|
|
|
||||||
Asia
|
$
|
903,288
|
|
|
39
|
%
|
|
$
|
747,314
|
|
|
33
|
%
|
Americas
|
1,003,708
|
|
|
43
|
%
|
|
1,012,188
|
|
|
45
|
%
|
||
Europe
|
429,217
|
|
|
18
|
%
|
|
480,004
|
|
|
22
|
%
|
||
|
$
|
2,336,213
|
|
|
|
|
$
|
2,239,506
|
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||
Property and equipment, net:
|
2019
|
|
2018
|
||||||||||
|
(In thousands)
|
||||||||||||
Mexico
|
$
|
537,396
|
|
|
23
|
%
|
|
$
|
586,594
|
|
|
26
|
%
|
China
|
523,124
|
|
|
22
|
%
|
|
491,664
|
|
|
22
|
%
|
||
U.S.
|
361,098
|
|
|
15
|
%
|
|
305,222
|
|
|
14
|
%
|
|
Fiscal Year Ended March 31, 2019
|
|
Fiscal Year Ended March 31, 2018
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales (1)
|
$
|
6,398,956
|
|
|
$
|
6,662,604
|
|
|
$
|
6,922,827
|
|
|
$
|
6,226,124
|
|
|
$
|
6,008,272
|
|
|
$
|
6,270,420
|
|
|
$
|
6,751,552
|
|
|
$
|
6,410,887
|
|
Gross profit (2)
|
377,854
|
|
|
402,301
|
|
|
357,325
|
|
|
380,295
|
|
|
406,932
|
|
|
393,325
|
|
|
446,328
|
|
|
349,297
|
|
||||||||
Net income (loss) (3)
|
116,035
|
|
|
86,885
|
|
|
(45,169
|
)
|
|
(64,352
|
)
|
|
124,710
|
|
|
205,086
|
|
|
118,333
|
|
|
(19,595
|
)
|
||||||||
Earnings (losses) per share (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.16
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.24
|
|
|
$
|
0.39
|
|
|
$
|
0.22
|
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.16
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.23
|
|
|
$
|
0.38
|
|
|
$
|
0.22
|
|
|
$
|
(0.04
|
)
|
(1)
|
The Company has made certain immaterial corrections to net sales previously reported for the first three quarters of fiscal 2019 primarily to reflect revenue from certain contracts with customers on a net basis. As a result, the amounts presented above for net sales are
$25 million
,
$48 million
and
$22 million
lower than those previously reported for the first, second and third quarters of fiscal year 2019, respectively. These corrections had no impact on gross profit or net income for any period presented, as they were fully offset by corrections to cost of sales. The Company evaluated these corrections, considering both qualitative and quantitative factors, and concluded they are immaterial to previously issued financial statements and will make corrections prospectively in subsequent quarterly filings.
|
(2)
|
The Company recorded a total of
$65.8 million
restructuring charges during the third quarter of fiscal year 2019. The Company classified
$60.4 million
of these charges as a component of cost of sales and approximately
$5.4 million
as a component of selling, general and administrative expenses. Refer to note
14
for additional information on these charges. The Company recorded
$82.7 million
restructuring charges during the fourth quarter of fiscal year 2018. The Company classified approximately
$58.9 million
of these charges as a component of cost of sales and approximately
$23.8 million
of these charges as a component of selling, general and administrative expenses.
|
(3)
|
Net income for the fourth quarter of fiscal year 2019 was primarily affected by an
$84 million
charge for the impairment of the Company's investment in Elementum. Net income for the third quarter of fiscal year 2019 was primarily affected by a
$70 million
charge for the impairment of the Company's investment in an unrelated third-party company. Net income for the first quarter of fiscal year 2019 was affected by a
$91.8 million
gain on the deconsolidation of Bright Machines. Refer to note
2
for further details on the investments impairment charges and the gain on deconsolidation. Net income for the first quarter of fiscal year 2018 was affected by a
$38.7 million
gain recognized for the disposition of Wink. Net income for the second quarter of fiscal year 2018 was affected by
$151.6 million
non-cash gain as a result of the deconsolidation of the Company's investment in Elementum.
|
(4)
|
Earnings per share are computed independently for each quarter presented and basic shares are used in the quarters with losses; therefore, the sum of the quarterly earnings per share may not equal the total earnings per share amounts for the fiscal year.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management's Annual Report on Internal Control over Financial Reporting
|
(c)
|
Attestation Report of the Registered Public Accounting Firm
|
•
|
Designed and implemented additional site level controls related to accounting for customer contractual obligations including establishing criteria for effective contract reviews and approvals with enhanced documentation to evidence judgements and estimates.
|
•
|
Designed and implemented a centralized Contract Management Office responsible for the determination of the appropriate accounting on material contracts including maintaining proper evidence of review.
|
•
|
Designed and implemented centralized oversight controls that provide enhanced visibility to the accounting for customer contracts to ensure improved monitoring and detection of material errors related to certain decentralized activities.
|
•
|
Enhanced the quality and the frequency of training across all levels to improve awareness of Company policies and knowledge of the expected standards of conduct.
|
(a)
|
Documents filed as part of this annual report on Form 10-K:
|
2.
|
Financial Statement Schedules.
"Schedule II—Valuation and Qualifying Accounts" is included in the financial statements, see Concentration of Credit Risk in Note
2
, "Summary of Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data."
|
(b)
|
Exhibits.
The Exhibit Index, which immediately precedes the signature page to this annual report on Form 10-K, is incorporated by reference into this annual report on Form 10-K.
|
(c)
|
Financial Statement Schedules.
Reference is made to Item 15(a)(2) above.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Filed Herewith
|
|
Constitution of the Registrant
|
|
10-Q
|
|
000-23354
|
|
10/31/2016
|
|
3.01
|
|
|
|
|
Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 4.625% Notes due 2020 and 5.000% Notes due 2023
|
|
8-K
|
|
000-23354
|
|
2/22/2013
|
|
4.1
|
|
|
|
|
Form of 4.625% Note due 2020
|
|
8-K
|
|
000-23354
|
|
2/22/2013
|
|
4.1
|
|
|
|
|
Form of 5.000% Note due 2023
|
|
8-K
|
|
000-23354
|
|
2/22/2013
|
|
4.1
|
|
|
|
|
First Supplemental Indenture, dated as of March 28, 2013, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 4.625% Notes due 2020 and 5.000% Notes due 2023
|
|
10-K
|
|
000-23354
|
|
5/28/2013
|
|
4.11
|
|
|
|
|
Second Supplemental Indenture, dated as of August 25, 2014, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 4.625% Notes due 2020 and 5.000% Notes due 2023
|
|
10-Q
|
|
000-23354
|
|
10/30/2014
|
|
4.01
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Filed Herewith
|
|
Third Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.625% Notes due 2020 and 5.000% Notes due 2023
|
|
S-4
|
|
333-207067
|
|
9/22/2015
|
|
4.11
|
|
|
|
|
Indenture, dated as of June 8, 2015, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee
|
|
8-K
|
|
000-23354
|
|
6/8/2015
|
|
4.1
|
|
|
|
|
Form of 4.750% Note due 2025
|
|
8-K
|
|
000-23354
|
|
6/8/2015
|
|
4.1
|
|
|
|
|
First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025
|
|
S-4
|
|
333-207067
|
|
9/22/2015
|
|
4.04
|
|
|
|
|
Description of Registrant's Securities
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Credit Agreement, dated as of June 30, 2017, among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto
|
|
8-K
|
|
000-23354
|
|
6/30/2017
|
|
10.01
|
|
|
|
|
Term Loan Agreement, dated as of November 30, 2016, among Flex Ltd., as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the other Lenders party thereto
|
|
8-K
|
|
000-23354
|
|
12/1/2016
|
|
10.01
|
|
|
|
|
Amendment No. 1, dated as of July 25, 2017, to Term Loan Agreement, dated as of November 30, 2016, among Flex Ltd., as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the other Lenders party thereto
|
|
10-Q
|
|
000-23354
|
|
10/30/2017
|
|
10.01
|
|
|
|
|
Form of Indemnification Agreement between the Registrant and its Directors and certain officers†
|
|
10-K
|
|
000-23354
|
|
5/20/2009
|
|
10.01
|
|
|
|
|
Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant†
|
|
10-K
|
|
000-23354
|
|
5/20/2009
|
|
10.02
|
|
|
|
|
Flex Ltd. 2010 Equity Incentive Plan†
|
|
8-K
|
|
000-23354
|
|
7/28/2010
|
|
10.01
|
|
|
|
|
Form of Share Option Award Agreement under 2010 Equity Incentive Plan†
|
|
10-Q
|
|
000-23354
|
|
8/5/2010
|
|
10.02
|
|
|
|
|
Flex Ltd. 2017 Equity Incentive Plan†
|
|
DEF 14A
|
|
000-23354
|
|
7/5/2017
|
|
Annex A
|
|
|
|
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards†
|
|
10-Q
|
|
000-23354
|
|
10/30/2017
|
|
10.05
|
|
|
|
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards†
|
|
10-Q
|
|
000-23354
|
|
10/30/2017
|
|
10.06
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Filed Herewith
|
|
Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Management Deferred Compensation Plan†
|
|
10-Q
|
|
000-23354
|
|
2/6/2009
|
|
10.02
|
|
|
|
|
Flextronics International USA, Inc. Third Amended and Restated Senior Executive Deferred Compensation Plan†
|
|
10-Q
|
|
000-23354
|
|
2/6/2009
|
|
10.01
|
|
|
|
|
Summary of Directors' Compensation†
|
|
10-Q
|
|
000.23354
|
|
10/30/2017
|
|
10.02
|
|
|
|
|
Executive Incentive Compensation Recoupment Policy†
|
|
10-Q
|
|
000-23354
|
|
8/5/2010
|
|
10.06
|
|
|
|
|
2010 Flextronics International USA, Inc. Deferred Compensation Plan†
|
|
10-Q
|
|
000-23354
|
|
11/3/2010
|
|
10.04
|
|
|
|
|
Form of Award Agreement under 2010 Deferred Compensation Plan†
|
|
10-Q
|
|
000-23354
|
|
7/30/2012
|
|
10.01
|
|
|
|
|
Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.†
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for time-based vesting awards†
|
|
10-Q
|
|
000-23354
|
|
11/1/2013
|
|
10.02
|
|
|
|
|
Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)†
|
|
10-Q
|
|
000-23354
|
|
8/2/2013
|
|
10.02
|
|
|
|
|
Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)†
|
|
10-Q
|
|
000-23354
|
|
8/2/2013
|
|
10.03
|
|
|
|
|
Award Agreement under the 2010 Deferred Compensation Plan†
|
|
10-Q
|
|
000-23354
|
|
7/28/2014
|
|
10.01
|
|
|
|
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention performance-based vesting awards†
|
|
10-Q
|
|
000-23354
|
|
2/6/2019
|
|
10.01
|
|
|
|
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention service-based vesting awards†
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Description of Annual Incentive Bonus Plan for Fiscal 2019†
|
|
10-Q
|
|
000-23354
|
|
8/2/2018
|
|
10.01
|
|
|
|
|
NEXTracker Inc. 2014 Equity Incentive Plan†
|
|
S-8
|
|
333-207325
|
|
10/7/2015
|
|
99.01
|
|
|
|
|
BrightBox Technologies, Inc. 2013 Stock Incentive Plan†
|
|
S-8
|
|
333-212267
|
|
6/27/2016
|
|
99.01
|
|
|
|
|
Flex Ltd. Executive Severance Plan†
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Separation and Release of Claims dated December 24, 2018 between Flex Ltd. and Michael M. McNamara†
|
|
10-Q
|
|
000-23354
|
|
2/6/2019
|
|
10.02
|
|
|
|
|
Revathi Advaithi Offer Letter, dated February 7, 2019
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Subsidiaries of Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Power of Attorney (included on the signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Filed Herewith
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme 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
|
*
|
This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
|
†
|
Management contract, compensatory plan or arrangement.
|
|
Flex Ltd.
|
||
|
By:
|
|
/s/ REVATHI ADVAITHI
|
|
|
|
Revathi Advaithi
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ REVATHI ADVAITHI
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
May 20, 2019
|
Revathi Advaithi
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER E. COLLIER
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
May 20, 2019
|
Christopher E. Collier
|
|
|
|
|
|
|
|
|
|
/s/ DAVID P. BENNETT
|
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
May 20, 2019
|
David P. Bennett
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL D. CAPELLAS
|
|
Chairman of the Board
|
|
May 20, 2019
|
Michael D. Capellas
|
|
|
|
|
|
|
|
|
|
/s/ JILL A. GREENTHAL
|
|
Director
|
|
May 20, 2019
|
Jill A. Greenthal
|
|
|
|
|
|
|
|
|
|
/s/ JENNIFER LI
|
|
Director
|
|
May 20, 2019
|
Jennifer Li
|
|
|
|
|
|
|
|
|
|
/s/ MARC A. ONETTO
|
|
Director
|
|
May 20, 2019
|
Marc A. Onetto
|
|
|
|
|
|
|
|
|
|
/s/ WILLY C. SHIH, PH.D.
|
|
Director
|
|
May 20, 2019
|
Willy C. Shih, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES K. STEVENS, III
|
|
Director
|
|
May 20, 2019
|
Charles K. Stevens, III
|
|
|
|
|
|
|
|
|
|
/s/ LAY KOON TAN
|
|
Director
|
|
May 20, 2019
|
Lay Koon Tan
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM D. WATKINS
|
|
Director
|
|
May 20, 2019
|
William D. Watkins
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE A. ZIMMERMAN
|
|
Director
|
|
May 20, 2019
|
Lawrence A. Zimmerman
|
|
|
|
|
•
|
the conclusion of the next annual general meeting;
|
•
|
the expiration of the period within which the next annual general meeting is required by law to be held; or
|
•
|
the subsequent revocation or modification of approval by our shareholders acting at a duly convened meeting.
|
•
|
the chairman of the meeting;
|
•
|
not less than three shareholders 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;
|
•
|
any shareholder or shareholders 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 (5) percent of the total voting rights of all shareholders entitled to vote at the meeting; or
|
•
|
any shareholder or shareholders present in person or by proxy or by attorney or in the case of a corporation by a representative and holding not less than five (5) percent of the total sum paid up on all the shares conferring the right to vote.
|
•
|
issue bonus shares to the shareholders for which no consideration is payable to us, in proportion to their shareholdings; or
|
•
|
capitalize any reserves or profits as bonus shares to the shareholders in proportion to their shareholdings.
|
•
|
any person acquires whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by parties acting in concert with such person) carry 30% or more of the voting rights of a company; or
|
•
|
any person who, together with parties acting in concert with such person, holds not less than 30% but not more than 50% of the voting rights and such person, or any party acting in concert with such person, acquires in any period of six months additional shares carrying more than 1% of the voting rights,
|
(i)
|
conditioned on your execution and non-revocation of a standard release of claims in a form acceptable to the Company, accelerated vesting and immediate payment of the sign-on compensation (cash bonus, deferred compensation contribution, and sign-on equity award).
|
(ii)
|
(a) 2 years continued base salary payments plus 2 years of your target annual bonus amount, (b) 2 years continued vesting of your then-outstanding equity awards and deferred compensation account and (c) 2 years continued benefits coverage; which severance benefits shall be payable in accordance with the terms and conditions set forth in the Severance Plan as if you were a participant in such plan. You will be provided with additional documentation of your severance eligibility in connection with your commencement of employment.
|
•
|
You completing Section 1 of the Form 1-9 (included) and providing, within 3 business days of your start date, the legally required proof of your identity and authorization to work in the United States which you will need to bring with you on your first day of employment, (see attached List of Acceptable Documents)
|
•
|
Your execution of the Company's Employee Proprietary Information and Non Solicitation Of Employees and Customers Agreement (included)
|
•
|
The satisfactory completion of your background investigation by the Company
|
•
|
Your satisfactory completion of the Company's Directors & Officers Questionnaire (included)
|
|
|
|
|
|
Signature
|
|
Today's Date
|
|
Start Date
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
Advance Mold & Manufacturing, Inc.
|
|
United States - Connecticut
|
AGM Automotive Costa Rica S.A.
|
|
Costa Rica
|
AGM Automotive Mexico, LLC
|
|
United States - Delaware
|
AGM Automotive, LLC
|
|
United States - Delaware
|
AGM Durmont Austria GmbH
|
|
Austria
|
AGM Durmont Mexico International, S. de R.L. de C.V.
|
|
Mexico
|
AGM Durmont Mexico, S. de R.L. de C.V.
|
|
Mexico
|
AGM Holding GmbH
|
|
Austria
|
Avail Medical Products, Inc.
|
|
United States - Delaware
|
Availmed, S.A. de C.V.
|
|
Mexico
|
BISSELL Asia Development Center (Shenzhen) Limited
|
|
China
|
BrightInsight, Inc.
|
|
United States - Delaware
|
Chatham International Holdings B.V.
|
|
Netherlands
|
Ciii Ltd.
|
|
Federal Territory of Labuan
|
Ciii USA, Inc.
|
|
United States - Delaware
|
Commercial Company in the form of a limited liability company factory “Flextronics LLC”
|
|
Ukraine
|
Dii International Holdings C.V.
|
|
Netherlands
|
Dongguan Flextronics Precision Metal Co., Ltd.
|
|
China
|
Elementum Holding Ltd
|
|
Cayman Islands
|
Elementum Ltd.
|
|
Cayman Islands
|
Esju Oy
|
|
Finland
|
Express Cargo Forwarding Limited
|
|
United Kingdom
|
Farm Design, Inc.
|
|
United States - New Hampshire
|
Finchley Trading Limited
|
|
Hong Kong
|
FIT INSTITUTO DE TECNOLOGIA DA AMAZÔNIA - FIT
|
|
Brazil
|
Flex Asia Investment Limited
|
|
Mauritius
|
Flex Automotive GmbH
|
|
Germany
|
Flex Electronics (Shanghai) Co., Ltd.
|
|
China
|
Flex Foundation
|
|
United States - California
|
Flex Home Product Co Ltd
|
|
China
|
Flex Home Products (M) Sdn. Bhd.
|
|
Malaysia
|
Flex Intelligent Technology Solutions Limited
|
|
Ireland
|
Flex International s.r.o.
|
|
Czech Republic
|
Flex Lighting Solutions, Inc.
|
|
United States - Delaware
|
Flex Precision Plastics Solutions (Switzerland) AG
|
|
Switzerland
|
Flex Solutions Nordic AB
|
|
Sweden
|
Flex Solutions Poland sp. z o. o.
|
|
Poland
|
Flex Technology (Changsa) Co., Ltd.
|
|
China
|
Flextronics (China) Electronics Technology Co., Ltd.
|
|
China
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
Flextronics (Israel) Ltd.
|
|
Israel
|
Flextronics (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
Flextronics (Shanghai) Co., Ltd
|
|
China
|
Flextronics Aerospace & Defense Services Inc
|
|
United States - Colorado
|
Flextronics America, LLC
|
|
United States - Delaware
|
Flextronics AP, LLC
|
|
United States - Colorado
|
FLEXTRONICS AUSTRALIA PTY LTD
|
|
Australia
|
Flextronics Automotive (Suzhou) Co., Ltd.
|
|
China
|
Flextronics Automotive de Juarez, S.A. de C.V.
|
|
Mexico
|
Flextronics Automotive Sales and Marketing, Ltd.
|
|
Mauritius
|
Flextronics Automotive USA (Texas), LLC
|
|
United States - Texas
|
Flextronics Automotive USA Design and Development Corporation
|
|
Philippines
|
Flextronics Automotive USA Manufacturing Co.
|
|
United States - Ohio
|
Flextronics Automotive USA, Inc.
|
|
United States - Michigan
|
Flextronics Beerse N.V.
|
|
Belgium
|
Flextronics Bermuda Ltd.
|
|
Bermuda
|
Flextronics Canada Design Services, Inc.
|
|
Canada
|
Flextronics Cayman (SLR) Limited
|
|
Cayman Islands
|
Flextronics Central Europe B.V.
|
|
Netherlands
|
Flextronics China (Mauritius) Electronics Technology Co., Ltd.
|
|
Mauritius
|
Flextronics China Holding (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Computing (Suzhou) Co., Ltd
|
|
China
|
Flextronics Computing Mauritius Limited
|
|
Mauritius
|
Flextronics Computing Sales and Marketing (L) Ltd.
|
|
Federal Territory of Labuan
|
Flextronics Corporation
|
|
United States - Delaware
|
Flextronics Design Asia Pte. Ltd.
|
|
Singapore
|
Flextronics Design Korea Ltd.
|
|
Korea
|
Flextronics Design S.r.l.
|
|
Italy
|
Flextronics Design, s.r.o.
|
|
Czech Republic
|
Flextronics Electronics (Mauritius) Limited
|
|
Mauritius
|
Flextronics Electronics Technology (Shenzhen) Co., Ltd.
|
|
China
|
Flextronics Electronics Technology (Suzhou) Co., Ltd.
|
|
China
|
Flextronics Enclosure (Zhuhai) Co., Ltd
|
|
China
|
Flextronics Enclosure Zhuhai (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Enclosures (Hong Kong) Limited
|
|
Hong Kong
|
Flextronics Europe Holdings C.V.
|
|
Netherlands
|
Flextronics Europe Holdings LLC
|
|
United States - Delaware
|
Flextronics Europe Limited
|
|
United Kingdom
|
Flextronics Funding LLC
|
|
United States - Delaware
|
Flextronics Global Enclosures (Shanghai) Co., Ltd.
|
|
China
|
Flextronics Global Enclosures (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Global Enclosures Shanghai (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Global Holdings II Ltd.
|
|
Cayman Islands
|
Flextronics Global Holdings L.P.
|
|
Cayman Islands
|
Flextronics Global Procurement Ltd.
|
|
Bermuda
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
Flextronics Global Services (Manchester) Limited
|
|
United Kingdom
|
Flextronics Global Services Canada Inc. Services Globaux Flextronics Canada Inc.
|
|
Canada
|
Flextronics Global Services Lojistik Hizmetleri Limited ªirketi
|
|
Turkey
|
Flextronics Guadalajara Group, S. de R.L. de C.V.
|
|
Mexico
|
Flextronics Holding (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Holding do Brasil Ltda.
|
|
Brazil
|
Flextronics Holding Finland Oy
|
|
Finland
|
Flextronics Holding France SAS
|
|
France
|
Flextronics Holding GmbH
|
|
Austria
|
Flextronics Holding USA, Inc.
|
|
United States - Delaware
|
Flextronics Holdings Mexico Dos, S.A. de C.V.
|
|
Mexico
|
Flextronics Holdings Mexico, S.A. de C.V.
|
|
Mexico
|
Flextronics Holdings Spain, S.L.U.
|
|
Spain
|
Flextronics Ind. (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
Flextronics Industrial (Shenzhen) Co Ltd
|
|
China
|
Flextronics Industrial (Suzhou) Co., Ltd.
|
|
China
|
Flextronics Industrial (Zhuhai) Co., Ltd.
|
|
China
|
Flextronics Industrial Ltd.
|
|
Mauritius
|
Flextronics Industrial Shenzhen (Mauritius) Co Ltd.
|
|
Mauritius
|
Flextronics Industrial Zhuhai (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Industries Marketing (L) Ltd.
|
|
Federal Territory of Labuan
|
Flextronics Industries Singapore Ltd.
|
|
Singapore
|
Flextronics Information Technology (Shen Zhen) Co., Ltd
|
|
China
|
Flextronics Information Technology Shen Zhen (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Instituto de Tecnologia - FIT
|
|
Brazil
|
Flextronics Integrated Services Mex, S. de R.L. de C.V.
|
|
Mexico
|
Flextronics International (Singapore Group) Pte. Ltd.
|
|
Singapore
|
Flextroncs Internatonal (Taiwan) Ltd.
|
|
Taiwan
|
Flextronics International Asia-Pacific Ltd
|
|
Mauritius
|
Flextronics International Componentes Ltda.
|
|
Brazil
|
Flextronics International Cork B.V.
|
|
Netherlands
|
Flextronics International Europe B.V.
|
|
Netherlands
|
Flextronics International Gesellschaft m.b.H.
|
|
Austria
|
Flextronics International Holding LLC
|
|
United States - Delaware
|
Flextronics International Holdings Pte. Ltd.
|
|
Singapore
|
Flextronics International Ireland Limited
|
|
Ireland
|
Flextronics International Japan Co., Ltd
|
|
Japan
|
Flextronics International Lojýstýk Hýzmetler Týcaret Lýmýted Þýrketý
|
|
Turkey
|
Flextronics International Management Services Ltd.
|
|
Mauritius
|
Flextronics International N.V.
|
|
Curacao
|
Flextronics International Ostersund AB
|
|
Sweden
|
Flextronics International Poland Sp. z o.o.
|
|
Poland
|
Flextronics International Sweden AB
|
|
Sweden
|
Flextronics International Tecnologia Ltda
|
|
Brazil
|
Flextronics International Termelõ és Szolgáltató Vámszabadterületi Korlátolt Felelõsségû Társaság
|
|
Hungary
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
Flextronics International USA, Inc.
|
|
United States - California
|
Flextronics Investment Holding (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Italy S.p.A.
|
|
Italy
|
Flextronics Laval S.N.C.
|
|
France
|
Flextronics Logistics (Hong Kong) Limited
|
|
Hong Kong
|
Flextronics Logistics B.V.
|
|
Netherlands
|
Flextronics Logistics Poland Sp. z o.o.
|
|
Poland
|
Flextronics Logistics USA, Inc.
|
|
United States - California
|
Flextronics Manufacturing (H.K.) Limited
|
|
Hong Kong
|
Flextronics Manufacturing (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Manufacturing (Tianjin) Co., Ltd.
|
|
China
|
Flextronics Manufacturing (Zhuhai) Co., Ltd.
|
|
China
|
Flextronics Manufacturing Aguascalientes, S.A. de C.V.
|
|
Mexico
|
Flextronics Manufacturing Europe B.V.
|
|
Netherlands
|
Flextronics Manufacturing Juarez, S. de R.L. de C.V.
|
|
Mexico
|
Flextronics Manufacturing Mex, S.A. de C.V.
|
|
Mexico
|
Flextronics Manufacturing S.r.l.
|
|
Italy
|
Flextronics Manufacturing Zhuhai (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Marketing (L) Ltd.
|
|
Federal Territory of Labuan
|
Flextronics Mauritius Holdings Limited
|
|
Mauritius
|
Flextronics Mauritius Limited
|
|
Mauritius
|
Flextronics Mechanicals Marketing (L) Ltd.
|
|
Federal Territory of Labuan
|
Flextronics Mechanicals Singapore Pte. Ltd.
|
|
Singapore
|
Flextronics Medical Sales and Marketing, Ltd
|
|
Mauritius
|
Flextronics Mexico Holdings II LLC
|
|
United States - Delaware
|
FLEXTRONICS NEW ZEALAND PTY LIMITED
|
|
New Zealand
|
Flextronics ODM Luxembourg S.A.
|
|
Luxembourg
|
Flextronics Ostersund AB
|
|
Sweden
|
Flextronics Photonics PPT, Inc.
|
|
United States - Oregon
|
Flextronics Plastic (Asia Pacific) Limited
|
|
Hong Kong
|
Flextronics Plastic Technology (Chengdu) Co., Ltd.
|
|
China
|
Flextronics Plastic Technology (ShenZhen) Ltd.
|
|
China
|
Flextronics Plastic Technology ShenZhen (Mauritius) Ltd.
|
|
Mauritius
|
Flextronics Plastics (Shenzhen) Co., Ltd
|
|
China
|
Flextronics Plastics (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Plastics Gushu (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Plastics, S.A. de C.V.
|
|
Mexico
|
Flextronics Power Systems (Dongguan) Co., Ltd.
|
|
China
|
Flextronics Precision Metal (Hong Kong) Limited
|
|
Hong Kong
|
Flextronics Precision Plastics, Inc.
|
|
United States - Delaware
|
Flextronics Puerto Rico Limited
|
|
Cayman Islands
|
Flextronics R&D (Shenzhen) Co., Ltd
|
|
China
|
Flextronics R&D Shenzhen (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Romania S.R.L.
|
|
Romania
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
Flextronics S.R.L.
|
|
Italy
|
Flextronics Sales & Marketing (A-P) Ltd.
|
|
Mauritius
|
Flextronics Sales & Marketing North Asia (L) Ltd.
|
|
Federal Territory of Labuan
|
Flextronics Sales and Marketing Consumer Digital Ltd.
|
|
Mauritius
|
Flextronics Sárvár Logistics Korlátolt Felelõsségû Társaság
|
|
Hungary
|
Flextronics Scotland Limited
|
|
United Kingdom
|
Flextronics Shah Alam Sdn. Bhd.
|
|
Malaysia
|
Flextronics Shanghai (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Systems (Penang) Sdn. Bhd.
|
|
Malaysia
|
Flextronics Technologies (India) Private Limited
|
|
India
|
Flextronics Technologies Luxembourg S.a r.l.
|
|
Luxembourg
|
Flextronics Technologies Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Flextronics Technologies San Luis, S.A. de C.V.
|
|
Mexico
|
Flextronics Technology (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
Flextronics Technology (Nanjing) Co., Ltd
|
|
China
|
Flextronics Technology (Penang) Sdn. Bhd.
|
|
Malaysia
|
Flextronics Technology (Shah Alam) Sdn. Bhd.
|
|
Malaysia
|
Flextronics Technology (Shanghai) Co., Ltd.
|
|
China
|
Flextronics Technology (ShenZhen) Co., Ltd
|
|
China
|
Flextronics Technology (Singapore) Pte. Ltd.
|
|
Singapore
|
Flextronics Technology (Zhuhai) Co. Ltd.
|
|
China
|
Flextronics Technology Nanjing (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Technology Shanghai (Mauritius) Co., Ltd.
|
|
Mauritius
|
Flextronics Technology ShenZhen (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Technology Wujiang (Mauritius) Ltd
|
|
Mauritius
|
Flextronics Technology Zhuhai (Mauritius) Co., Ltd
|
|
Mauritius
|
Flextronics Tecnologia Do Brasil Ltd.
|
|
Cayman Islands
|
Flextronics Telecom Systems Ltd
|
|
Mauritius
|
Flextronics UK Limited
|
|
United Kingdom
|
Flextronics Vagyonkezelõ és Befektetési Korlátolt Felelõsségû Társaság
|
|
Hungary
|
Flextronics Verwaltungs GmbH
|
|
Germany
|
Glouple Ventures 2000-II, LLC
|
|
United States - Delaware
|
I E C Holdings Limited
|
|
Ireland
|
IDE8 Cayman
|
|
Cayman Islands
|
IDE8 Mauritius Limited
|
|
Mauritius
|
IDE8 Technology (Shanghai) Co., Ltd.
|
|
China
|
International Manufacturing Synergies, Ltd.
|
|
British Virgin Islands
|
Irish Express Cargo Limited
|
|
Ireland
|
Irumold Servicios, S.L.U.
|
|
Spain
|
Irumold, S.L.U.
|
|
Spain
|
Kunshan AGM Automotive Components Co., Ltd.
|
|
China
|
Kunshan AGM Trading Company Ltd.
|
|
China
|
Lab IX
|
|
Cayman Islands
|
Lighting Acquisition LLC
|
|
United States - Delaware
|
Masa da Amazônia Ltda.
|
|
Brazil
|
Name of Subsidiary
|
|
Country/State of Incorporation/Organization
|
MCi (Mirror Controls International) Asia B.V.
|
|
Netherlands
|
MCi (Mirror Controls International) B.V.
|
|
Netherlands
|
MCi (Mirror Controls International) Inc.
|
|
United States - Delaware
|
MCi (Mirror Controls International) Ireland Limited
|
|
Ireland
|
MCi (Mirror Controls International) Ireland Operations Limited
|
|
Ireland
|
MCi (Mirror Controls International) Ltd.
|
|
Republic of Korea
|
MCi (Mirror Controls International) Netherlands B.V.
|
|
Netherlands
|
MCi (Mirror Controls International), S. de R.L. de C.V.
|
|
Mexico
|
MCi Ireland Pension Plan Trustee Limited
|
|
Ireland
|
MCi Mirror Controls (Suzhou) Co., Ltd.
|
|
China
|
MICOH B.V.
|
|
Netherlands
|
Multek Display Cayman Ltd.
|
|
Cayman Islands
|
Multilayer Technology Geschäftsführungs GmbH
|
|
Germany
|
Multilayer Technology GmbH & Co. KG
|
|
Germany
|
Nanjing Flextronics Panda Mobile Terminals Co., Ltd
|
|
China
|
NEXTracker Argentina, S.A.
|
|
Argentina
|
NEXTracker Australia Pty. Ltd.
|
|
Australia
|
NEXTracker Chile SpA
|
|
Chile
|
NEXTracker Inc.
|
|
United States - Delaware
|
NEXTRACKER MÉXICO, S. DE R.L. DE C.V.
|
|
Mexico
|
Pacific Device, Inc.
|
|
United States - Delaware
|
Parque de Tecnologia Electronica, S.A. de C.V.
|
|
Mexico
|
Power Systems R&D (Singapore) Pte. Ltd.
|
|
Singapore
|
Power Systems R&D Philippines, Inc.
|
|
Philippines
|
Power Systems Technologies (Beijing) Company Limited
|
|
China
|
Power Systems Technologies Far East Limited
|
|
Hong Kong
|
Power Systems Technologies GmbH
|
|
Germany
|
Power Systems Technologies Ltd.
|
|
Mauritius
|
Private Joint Stock Company “Flextronics Service UA”
|
|
Ukraine
|
PT. Flextronics Technology Indonesia
|
|
Indonesia
|
Sheldahl Flexible Technologies, Inc.
|
|
United States - Delaware
|
SHIANT RESOURCE SERVICE CO., LTD
|
|
China
|
Solectron France SAS
|
|
France
|
Solectron Phillipines Inc.
|
|
Philippines
|
Sønderborg Værktøjsfabrik A/S
|
|
Denmark
|
Suzhou AGM Durmont Automotive Components Co., Ltd.
|
|
China
|
Swedform Enclosure Systems AB
|
|
Sweden
|
ThermoMend B.V.
|
|
The Netherlands
|
ThermoMend International Ltd.
|
|
Mauritius
|
Vim Technologies Ltd
|
|
Mauritius
|
Z124
|
|
Cayman Islands
|
Subsidiary
|
|
dba
|
Advance Mold & Manufacturing, Inc.
|
|
Vision Technical Molding, LLC
|
Advance Mold & Manufacturing, Inc.
|
|
Vision Technical Molding
|
Subsidiary
|
|
dba
|
Flextronics America, LLC
|
|
ConFocus, A Flextronics Company
|
Subsidiary
|
|
dba
|
Flextronics Logistics USA, Inc.
|
|
Multek Distribution, Inc.
|
Flextronics Logistics USA, Inc.
|
|
Multek, Inc.
|
Subsidiary
|
|
dba
|
Multek Flexible Circuits, Inc.
|
|
Sheldahl
|
Subsidiary
|
|
dba
|
Pacific Device, Inc.
|
|
Avail Medical Products, Inc.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
Date: May 20, 2019
|
|
|
|
|
|
|
|
/s/ REVATHI ADVAITHI
|
|
|
|
Revathi Advaithi
Chief Executive Officer |
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
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5.
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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):
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a.
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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
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b.
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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.
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Date: May 20, 2019
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/s/ CHRISTOPHER E. COLLIER
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Christopher E. Collier
Chief Financial Officer
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•
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the Annual Report on Form 10-K of the Company for the fiscal year ended
March 31, 2019
, 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; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 20, 2019
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/s/ REVATHI ADVAITHI
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Revathi Advaithi
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Chief Executive Officer
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(Principal Executive Officer)
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Date: May 20, 2019
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/s/ CHRISTOPHER E. COLLIER
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Christopher E. Collier
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Chief Financial Officer
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(Principal Financial Officer)
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