Singapore
|
|
Not Applicable
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
2 Changi South Lane,
|
|
|
Singapore
|
|
486123
|
(Address of registrant’s principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Ordinary Shares, No Par Value
|
|
FLEX
|
|
The Nasdaq Stock Market LLC
|
Large Accelerated Filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
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|
||
|
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|
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|
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|
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|
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|
/s/ DELOITTE & TOUCHE LLP
|
|
San Jose, California
|
|
July 26, 2019
|
|
|
As of June 28, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands, except share amounts)
(Unaudited) |
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,920,451
|
|
|
$
|
1,696,625
|
|
Accounts receivable, net of allowance for doubtful accounts of $88,628 and $91,396 as of June 28, 2019 and March 31, 2019, respectively
|
2,570,239
|
|
|
2,612,961
|
|
||
Contract assets
|
240,559
|
|
|
216,202
|
|
||
Inventories
|
3,745,700
|
|
|
3,722,854
|
|
||
Other current assets
|
909,564
|
|
|
854,790
|
|
||
Total current assets
|
9,386,513
|
|
|
9,103,432
|
|
||
Property and equipment, net
|
2,309,873
|
|
|
2,336,213
|
|
||
Operating lease right-of-use assets, net
|
656,267
|
|
|
—
|
|
||
Goodwill
|
1,077,231
|
|
|
1,073,055
|
|
||
Other intangible assets, net
|
314,716
|
|
|
330,995
|
|
||
Other assets
|
684,498
|
|
|
655,672
|
|
||
Total assets
|
$
|
14,429,098
|
|
|
$
|
13,499,367
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Bank borrowings and current portion of long-term debt
|
$
|
275,937
|
|
|
$
|
632,611
|
|
Accounts payable
|
5,193,043
|
|
|
5,147,236
|
|
||
Accrued payroll
|
377,412
|
|
|
391,591
|
|
||
Other current liabilities
|
1,591,123
|
|
|
1,426,075
|
|
||
Total current liabilities
|
7,437,515
|
|
|
7,597,513
|
|
||
Long-term debt, net of current portion
|
2,961,794
|
|
|
2,421,904
|
|
||
Operating lease liabilities, non-current
|
555,074
|
|
|
—
|
|
||
Other liabilities
|
472,900
|
|
|
507,590
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Ordinary shares, no par value; 564,278,524 and 566,787,620 issued, and 514,039,169 and 516,548,265 outstanding as of June 28, 2019 and March 31, 2019, respectively
|
6,487,381
|
|
|
6,523,750
|
|
||
Treasury stock, at cost; 50,239,355 shares as of June 28, 2019 and March 31, 2019
|
(388,215
|
)
|
|
(388,215
|
)
|
||
Accumulated deficit
|
(2,945,117
|
)
|
|
(3,012,012
|
)
|
||
Accumulated other comprehensive loss
|
(152,234
|
)
|
|
(151,163
|
)
|
||
Total shareholders’ equity
|
3,001,815
|
|
|
2,972,360
|
|
||
Total liabilities and shareholders’ equity
|
$
|
14,429,098
|
|
|
$
|
13,499,367
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands, except per share amounts)
(Unaudited) |
||||||
Net sales
|
$
|
6,175,939
|
|
|
$
|
6,398,956
|
|
Cost of sales
|
5,775,775
|
|
|
6,021,102
|
|
||
Restructuring charges
|
47,405
|
|
|
—
|
|
||
Gross profit
|
352,759
|
|
|
377,854
|
|
||
Selling, general and administrative expenses
|
209,624
|
|
|
262,882
|
|
||
Intangible amortization
|
17,082
|
|
|
18,517
|
|
||
Restructuring charges
|
8,787
|
|
|
—
|
|
||
Interest and other, net
|
51,694
|
|
|
41,742
|
|
||
Other charges (income), net
|
1,463
|
|
|
(86,924
|
)
|
||
Income before income taxes
|
64,109
|
|
|
141,637
|
|
||
Provision for income taxes
|
19,237
|
|
|
25,602
|
|
||
Net income
|
$
|
44,872
|
|
|
$
|
116,035
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
0.09
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.22
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
||
Basic
|
514,238
|
|
|
529,380
|
|
||
Diluted
|
517,550
|
|
|
535,454
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
(Unaudited) |
||||||
Net income
|
$
|
44,872
|
|
|
$
|
116,035
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||
Foreign currency translation adjustments, net of zero tax
|
4,404
|
|
|
(44,086
|
)
|
||
Unrealized loss on derivative instruments and other, net of zero tax
|
(5,475
|
)
|
|
(40,903
|
)
|
||
Comprehensive income
|
$
|
43,801
|
|
|
$
|
31,046
|
|
|
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 |
|
Shareholders'
Equity |
|||||||||||||
|
(In thousands)
Unaudited |
|||||||||||||||||||||||||
BALANCE AT MARCH 31, 2019
|
516,548
|
|
|
$
|
6,135,535
|
|
|
$
|
(3,012,012
|
)
|
|
$
|
(41,556
|
)
|
|
$
|
(109,607
|
)
|
|
$
|
(151,163
|
)
|
|
$
|
2,972,360
|
|
Repurchase of Flex Ltd. ordinary shares at cost
|
(5,025
|
)
|
|
(51,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,999
|
)
|
||||||
Exercise of stock options
|
117
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
2,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
44,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,872
|
|
||||||
Stock-based compensation, net of tax
|
—
|
|
|
15,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,227
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards
|
—
|
|
|
—
|
|
|
22,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,023
|
|
||||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,475
|
)
|
|
4,404
|
|
|
(1,071
|
)
|
|
(1,071
|
)
|
||||||
BALANCE AT JUNE 28, 2019
|
514,039
|
|
|
$
|
6,099,166
|
|
|
$
|
(2,945,117
|
)
|
|
$
|
(47,031
|
)
|
|
$
|
(105,203
|
)
|
|
$
|
(152,234
|
)
|
|
$
|
3,001,815
|
|
|
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 |
|
Shareholders'
Equity |
|||||||||||||
|
(In thousands)
Unaudited |
|||||||||||||||||||||||||
BALANCE AT MARCH 31, 2018
|
528,078
|
|
|
$
|
6,248,532
|
|
|
$
|
(3,144,114
|
)
|
|
$
|
(35,746
|
)
|
|
$
|
(50,099
|
)
|
|
$
|
(85,845
|
)
|
|
$
|
3,018,573
|
|
Repurchase of Flex Ltd. ordinary shares at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
44
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
4,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
116,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,035
|
|
||||||
Stock-based compensation, net of tax
|
—
|
|
|
20,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,952
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards
|
—
|
|
|
—
|
|
|
38,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,703
|
|
||||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,903
|
)
|
|
(44,086
|
)
|
|
(84,989
|
)
|
|
(84,989
|
)
|
||||||
BALANCE AT JUNE 29, 2018
|
532,736
|
|
|
$
|
6,269,529
|
|
|
$
|
(2,989,376
|
)
|
|
$
|
(76,649
|
)
|
|
$
|
(94,185
|
)
|
|
$
|
(170,834
|
)
|
|
$
|
3,109,319
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
44,872
|
|
|
$
|
116,035
|
|
Depreciation, amortization and other impairment charges
|
190,163
|
|
|
121,763
|
|
||
Gain from deconsolidation of Bright Machines
|
—
|
|
|
(91,025
|
)
|
||
Changes in working capital and other
|
(891,901
|
)
|
|
(1,090,038
|
)
|
||
Net cash used in operating activities
|
(656,866
|
)
|
|
(943,265
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(162,115
|
)
|
|
(172,247
|
)
|
||
Proceeds from the disposition of property and equipment
|
38,901
|
|
|
2,336
|
|
||
Cash collections of deferred purchase price
|
899,260
|
|
|
928,223
|
|
||
Other investing activities, net
|
(920
|
)
|
|
(15,218
|
)
|
||
Net cash provided by investing activities
|
775,126
|
|
|
743,094
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from bank borrowings and long-term debt
|
771,533
|
|
|
150,313
|
|
||
Repayments of bank borrowings and long-term debt
|
(601,240
|
)
|
|
(150,344
|
)
|
||
Payments for repurchases of ordinary shares
|
(51,999
|
)
|
|
—
|
|
||
Net proceeds from issuance of ordinary shares
|
403
|
|
|
45
|
|
||
Other financing activities, net
|
(12,382
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
106,315
|
|
|
14
|
|
||
Effect of exchange rates on cash and cash equivalents
|
(749
|
)
|
|
(17,628
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
223,826
|
|
|
(217,785
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,696,625
|
|
|
1,472,424
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,920,451
|
|
|
$
|
1,254,639
|
|
|
|
|
|
|
|
||
Non-cash investing activities:
|
|
|
|
|
|
||
Unpaid purchases of property and equipment
|
$
|
78,663
|
|
|
$
|
148,535
|
|
Non-cash investment in Bright Machines
|
$
|
—
|
|
|
$
|
132,052
|
|
•
|
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.
|
|
As of June 28, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
2,897,291
|
|
|
$
|
2,922,101
|
|
Work-in-progress
|
383,473
|
|
|
366,135
|
|
||
Finished goods
|
464,936
|
|
|
434,618
|
|
||
|
$
|
3,745,700
|
|
|
$
|
3,722,854
|
|
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance, beginning of the year
|
$
|
507,209
|
|
|
$
|
333,257
|
|
|
$
|
129,325
|
|
|
$
|
103,264
|
|
|
$
|
1,073,055
|
|
Divestitures
|
(1,102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|||||
Foreign currency translation adjustments
|
5,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,278
|
|
|||||
Balance, end of the period
|
$
|
511,385
|
|
|
$
|
333,257
|
|
|
$
|
129,325
|
|
|
$
|
103,264
|
|
|
$
|
1,077,231
|
|
|
As of June 28, 2019
|
|
As of March 31, 2019
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer-related intangibles
|
$
|
297,389
|
|
|
$
|
(122,884
|
)
|
|
$
|
174,505
|
|
|
$
|
297,306
|
|
|
$
|
(113,627
|
)
|
|
$
|
183,679
|
|
Licenses and other intangibles
|
266,493
|
|
|
(126,282
|
)
|
|
140,211
|
|
|
274,604
|
|
|
(127,288
|
)
|
|
147,316
|
|
||||||
Total
|
$
|
563,882
|
|
|
$
|
(249,166
|
)
|
|
$
|
314,716
|
|
|
$
|
571,910
|
|
|
$
|
(240,915
|
)
|
|
$
|
330,995
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2020 (1)
|
$
|
47,807
|
|
2021
|
60,793
|
|
|
2022
|
52,261
|
|
|
2023
|
44,529
|
|
|
2024
|
42,964
|
|
|
Thereafter
|
66,362
|
|
|
Total amortization expense
|
$
|
314,716
|
|
(1)
|
Represents estimated amortization for the remaining nine-month period ending March 31, 2020.
|
Lease cost
|
Three-Month Period Ended
|
||
|
June 28, 2019
|
||
Operating lease cost
|
$
|
45,704
|
|
Total lease cost
|
$
|
45,704
|
|
|
As of June 28, 2019
|
||
Operating Leases:
|
|
||
Operating lease right of use assets
|
$
|
656,267
|
|
Operating lease liabilities
|
(690,241
|
)
|
|
|
|
||
Weighted-average remaining lease term (In years)
|
|
||
Operating leases
|
7
|
|
|
|
|
||
Weighted-average discount rate
|
|
||
Operating leases
|
4.0
|
%
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
43,040
|
|
Fiscal Year Ended March 31,
|
Operating Leases
|
||
2020 (1)
|
$
|
124,615
|
|
2021
|
130,200
|
|
|
2022
|
109,199
|
|
|
2023
|
92,762
|
|
|
2024
|
78,452
|
|
|
Thereafter
|
262,057
|
|
|
Total undiscounted lease payments
|
797,285
|
|
|
Less: imputed interest
|
107,044
|
|
|
Total lease liabilities
|
$
|
690,241
|
|
(1)
|
Represents estimated lease payments for the remaining nine-month period ending March 31, 2020.
|
Fiscal Year Ending March 31,
|
Operating Leases
|
||
|
(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
|
|
|
Three-Month Period Ended June 28, 2019
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
923,727
|
|
|
$
|
1,115,059
|
|
|
$
|
1,359,365
|
|
|
$
|
1,024,626
|
|
|
$
|
4,422,777
|
|
Over time
|
254,316
|
|
|
521,855
|
|
|
499,484
|
|
|
477,507
|
|
|
1,753,162
|
|
|||||
Total segment
|
$
|
1,178,043
|
|
|
$
|
1,636,914
|
|
|
$
|
1,858,849
|
|
|
$
|
1,502,133
|
|
|
$
|
6,175,939
|
|
|
Three-Month Period Ended June 29, 2018
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
1,005,180
|
|
|
$
|
1,063,898
|
|
|
$
|
1,493,507
|
|
|
$
|
1,298,137
|
|
|
$
|
4,860,722
|
|
Over time
|
210,245
|
|
|
382,413
|
|
|
460,779
|
|
|
484,797
|
|
|
1,538,234
|
|
|||||
Total segment
|
$
|
1,215,425
|
|
|
$
|
1,446,311
|
|
|
$
|
1,954,286
|
|
|
$
|
1,782,934
|
|
|
$
|
6,398,956
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
|
||||||
Cost of sales
|
$
|
2,940
|
|
|
$
|
5,404
|
|
Selling, general and administrative expenses
|
12,287
|
|
|
15,549
|
|
||
Total share-based compensation expense
|
$
|
15,227
|
|
|
$
|
20,953
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands, except per share amounts)
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||
Net income
|
$
|
44,872
|
|
|
$
|
116,035
|
|
Shares used in computation:
|
|
|
|
|
|
||
Weighted-average ordinary shares outstanding
|
514,238
|
|
|
529,380
|
|
||
Basic earnings per share
|
$
|
0.09
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
||
Diluted earnings per share:
|
|
|
|
|
|
||
Net income
|
$
|
44,872
|
|
|
$
|
116,035
|
|
Shares used in computation:
|
|
|
|
|
|
||
Weighted-average ordinary shares outstanding
|
514,238
|
|
|
529,380
|
|
||
Weighted-average ordinary share equivalents from stock options and restricted share unit awards (1) (2)
|
3,312
|
|
|
6,074
|
|
||
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
517,550
|
|
|
535,454
|
|
||
Diluted earnings per share
|
$
|
0.09
|
|
|
$
|
0.22
|
|
(1)
|
An immaterial number of options to purchase ordinary shares were excluded from the computation of diluted earnings per share during the three-month periods ended June 28, 2019 and June 29, 2018, respectively, due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
|
(2)
|
Restricted share unit awards of 6.1 million and 3.3 million for the three-month periods ended June 28, 2019 and June 29, 2018, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
|
|
As of June 28, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands)
|
||||||
4.625% Notes due February 2020
|
$
|
250,008
|
|
|
$
|
500,000
|
|
Term Loan due November 2021
|
421,563
|
|
|
671,563
|
|
||
Term Loan, including current portion, due in installments through June 2022
|
452,250
|
|
|
458,531
|
|
||
5.000% Notes due February 2023
|
500,000
|
|
|
500,000
|
|
||
Term Loan due April 2024 - three-month Yen LIBOR plus 0.50%
|
311,455
|
|
|
—
|
|
||
4.75% Notes due June 2025
|
596,925
|
|
|
596,815
|
|
||
4.875% Notes due June 2029
|
448,232
|
|
|
—
|
|
||
India Facilities (1)
|
102,108
|
|
|
170,206
|
|
||
Other
|
169,385
|
|
|
168,039
|
|
||
Debt issuance costs
|
(14,195
|
)
|
|
(10,639
|
)
|
||
|
3,237,731
|
|
|
3,054,515
|
|
||
Current portion, net of debt issuance costs
|
(275,937
|
)
|
|
(632,611
|
)
|
||
Non-current portion
|
$
|
2,961,794
|
|
|
$
|
2,421,904
|
|
(1)
|
The balance as of June 28, 2019 reflects the outstanding drawdown from the $200 million term loan facility entered in July 2018. There was no outstanding balance as of June 28, 2019 related to the short-term bank borrowings facility entered in February 2019.
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2020 (1)
|
$
|
269,918
|
|
2021
|
100,761
|
|
|
2022
|
603,979
|
|
|
2023
|
857,571
|
|
|
2024
|
60,438
|
|
|
Thereafter
|
1,359,259
|
|
|
Total
|
$
|
3,251,926
|
|
(1)
|
Represents estimated repayments for the remaining nine-month period ending March 31, 2020.
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
|
||||||
Interest expenses on debt obligations (1)
|
$
|
40,428
|
|
|
$
|
33,517
|
|
ABS and AR sales programs related expenses
|
12,981
|
|
|
9,480
|
|
||
Interest income
|
(4,592
|
)
|
|
(5,121
|
)
|
||
Gain (Loss) on foreign exchange transactions
|
(886
|
)
|
|
2,057
|
|
(1)
|
Interest expenses on debt obligations for the three-month period ended June 28, 2019 includes debt extinguishment cost of $4.1 million related to the partial repayments of the Notes due February 2020 and Term Loan due November 2021.
|
|
Foreign Currency Amount
|
|
Notional Contract Value in USD
|
||||||||||
Currency
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
(In thousands)
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|||
CNY
|
1,741,500
|
|
|
—
|
|
|
$
|
252,923
|
|
|
$
|
—
|
|
EUR
|
45,320
|
|
|
—
|
|
|
51,279
|
|
|
—
|
|
||
HUF
|
34,791,000
|
|
|
—
|
|
|
122,360
|
|
|
—
|
|
||
ILS
|
191,000
|
|
|
—
|
|
|
53,226
|
|
|
—
|
|
||
JPY
|
33,525,000
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
||
MXN
|
4,564,000
|
|
|
—
|
|
|
238,323
|
|
|
—
|
|
||
MYR
|
265,000
|
|
|
43,000
|
|
|
63,940
|
|
|
10,375
|
|
||
PLN
|
162,000
|
|
|
—
|
|
|
43,262
|
|
|
—
|
|
||
RON
|
247,000
|
|
|
—
|
|
|
59,518
|
|
|
—
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
42,325
|
|
|
3,640
|
|
||
|
|
|
|
|
|
|
1,227,156
|
|
|
14,015
|
|
||
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
||
BRL
|
—
|
|
|
721,000
|
|
|
—
|
|
|
187,448
|
|
||
CAD
|
76,286
|
|
|
53,135
|
|
|
58,052
|
|
|
40,435
|
|
||
CNY
|
3,294,464
|
|
|
553,285
|
|
|
477,927
|
|
|
80,355
|
|
||
EUR
|
1,793,083
|
|
|
2,068,220
|
|
|
2,038,027
|
|
|
2,348,603
|
|
||
GBP
|
38,873
|
|
|
51,524
|
|
|
49,287
|
|
|
65,328
|
|
||
HUF
|
59,355,877
|
|
|
56,809,178
|
|
|
208,756
|
|
|
199,799
|
|
||
ILS
|
162,500
|
|
|
25,400
|
|
|
45,284
|
|
|
7,078
|
|
||
INR
|
8,058,300
|
|
|
7,262,247
|
|
|
116,523
|
|
|
104,995
|
|
||
JPY
|
3,006,895
|
|
|
4,989,750
|
|
|
27,880
|
|
|
46,307
|
|
||
MXN
|
3,059,758
|
|
|
2,119,949
|
|
|
159,774
|
|
|
110,699
|
|
||
MYR
|
724,260
|
|
|
386,510
|
|
|
174,752
|
|
|
93,259
|
|
||
SEK
|
399,558
|
|
|
457,749
|
|
|
42,538
|
|
|
49,440
|
|
||
SGD
|
57,378
|
|
|
34,869
|
|
|
42,402
|
|
|
25,768
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
59,544
|
|
|
41,126
|
|
||
|
|
|
|
|
|
|
3,500,746
|
|
|
3,400,640
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Notional Contract Value in USD
|
|
|
|
|
|
|
$
|
4,727,902
|
|
|
$
|
3,414,655
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location |
|
June 28,
2019 |
|
March 31,
2019 |
|
Balance Sheet
Location |
|
June 28,
2019 |
|
March 31,
2019 |
||||||||
|
(In thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
7,720
|
|
|
$
|
10,503
|
|
|
Other current liabilities
|
|
$
|
14,291
|
|
|
$
|
10,282
|
|
Foreign currency contracts
|
Other assets
|
|
$
|
18,454
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
20,883
|
|
|
$
|
16,774
|
|
|
Other current liabilities
|
|
$
|
20,405
|
|
|
$
|
17,144
|
|
|
Three-Month Periods Ended
|
||||||||||||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||||||||||||||||||
|
Unrealized loss on
derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized loss on derivative
instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Beginning balance
|
$
|
(41,556
|
)
|
|
$
|
(109,607
|
)
|
|
$
|
(151,163
|
)
|
|
$
|
(35,746
|
)
|
|
$
|
(50,099
|
)
|
|
$
|
(85,845
|
)
|
Other comprehensive gain (loss) before reclassifications
|
(6,068
|
)
|
|
4,404
|
|
|
(1,664
|
)
|
|
(41,659
|
)
|
|
(44,086
|
)
|
|
(85,745
|
)
|
||||||
Net losses reclassified from accumulated other comprehensive loss
|
593
|
|
|
—
|
|
|
593
|
|
|
756
|
|
|
—
|
|
|
756
|
|
||||||
Net current-period other comprehensive gain (loss)
|
(5,475
|
)
|
|
4,404
|
|
|
(1,071
|
)
|
|
(40,903
|
)
|
|
(44,086
|
)
|
|
(84,989
|
)
|
||||||
Ending balance
|
$
|
(47,031
|
)
|
|
$
|
(105,203
|
)
|
|
$
|
(152,234
|
)
|
|
$
|
(76,649
|
)
|
|
$
|
(94,185
|
)
|
|
$
|
(170,834
|
)
|
|
Fair Value Measurements as of June 28, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)
|
$
|
—
|
|
|
$
|
945,578
|
|
|
$
|
—
|
|
|
$
|
945,578
|
|
Foreign exchange contracts (Note 10)
|
—
|
|
|
47,057
|
|
|
—
|
|
|
47,057
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
—
|
|
|
82,430
|
|
|
—
|
|
|
82,430
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0.003
|
|
||||
Foreign exchange contracts (Note 10)
|
$
|
—
|
|
|
$
|
(34,696
|
)
|
|
$
|
—
|
|
|
$
|
(34,696
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)
|
$
|
—
|
|
|
$
|
473,888
|
|
|
$
|
—
|
|
|
$
|
473,888
|
|
Foreign exchange contracts (Note 10)
|
—
|
|
|
27,277
|
|
|
—
|
|
|
27,277
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
2,845
|
|
|
76,852
|
|
|
—
|
|
|
79,697
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Foreign exchange contracts (Note 10)
|
$
|
—
|
|
|
$
|
(27,426
|
)
|
|
$
|
—
|
|
|
$
|
(27,426
|
)
|
|
As of June 28, 2019
|
|
As of March 31, 2019
|
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Fair Value
Hierarchy |
||||||||
|
(In thousands)
|
||||||||||||||||
4.625% Notes due February 2020
|
$
|
250,008
|
|
|
$
|
252,819
|
|
|
$
|
500,000
|
|
|
$
|
499,950
|
|
|
Level 1
|
Term Loan due November 2021
|
421,563
|
|
|
424,725
|
|
|
671,563
|
|
|
670,724
|
|
|
Level 1
|
||||
Term Loan, including current portion, due in installments through June 2022
|
452,250
|
|
|
454,511
|
|
|
458,531
|
|
|
457,958
|
|
|
Level 1
|
||||
5.000% Notes due February 2023
|
500,000
|
|
|
526,881
|
|
|
500,000
|
|
|
499,950
|
|
|
Level 1
|
||||
Term Loan due April 2024 - three-month Yen LIBOR plus 0.50%
|
311,455
|
|
|
311,455
|
|
|
—
|
|
|
—
|
|
|
Level 2
|
||||
4.750% Notes due June 2025
|
596,925
|
|
|
619,267
|
|
|
596,815
|
|
|
599,940
|
|
|
Level 1
|
||||
4.875% Notes due June 2029
|
448,232
|
|
|
455,449
|
|
|
—
|
|
|
—
|
|
|
Level 1
|
||||
India Facilities
|
102,108
|
|
|
102,108
|
|
|
170,206
|
|
|
170,206
|
|
|
Level 2
|
||||
Euro Term Loan due September 2020
|
52,972
|
|
|
52,972
|
|
|
52,746
|
|
|
52,746
|
|
|
Level 2
|
||||
Euro Term Loan due January 2022
|
113,766
|
|
|
113,766
|
|
|
112,524
|
|
|
112,524
|
|
|
Level 2
|
||||
Total
|
$
|
3,249,279
|
|
|
$
|
3,313,953
|
|
|
$
|
3,062,385
|
|
|
$
|
3,063,998
|
|
|
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
|
||||||
Net sales:
|
|
|
|
||||
High Reliability Solutions
|
$
|
1,178,043
|
|
|
$
|
1,215,425
|
|
Industrial & Emerging Industries
|
1,636,914
|
|
|
1,446,311
|
|
||
Communications & Enterprise Compute
|
1,858,849
|
|
|
1,954,286
|
|
||
Consumer Technologies Group
|
1,502,133
|
|
|
1,782,934
|
|
||
|
$
|
6,175,939
|
|
|
$
|
6,398,956
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
||||
High Reliability Solutions
|
$
|
87,232
|
|
|
$
|
93,534
|
|
Industrial & Emerging Industries
|
95,457
|
|
|
51,361
|
|
||
Communications & Enterprise Compute
|
26,147
|
|
|
46,017
|
|
||
Consumer Technologies Group
|
30,116
|
|
|
26,557
|
|
||
Corporate and Other
|
(31,092
|
)
|
|
(29,761
|
)
|
||
Total segment income
|
207,860
|
|
|
187,708
|
|
||
Reconciling items:
|
|
|
|
||||
Intangible amortization
|
17,082
|
|
|
18,517
|
|
||
Stock-based compensation
|
15,227
|
|
|
20,953
|
|
||
Customer related asset impairments (1)
|
483
|
|
|
17,364
|
|
||
Restructuring charges (Note 17)
|
56,192
|
|
|
8,817
|
|
||
New revenue standard adoption impact (Note 4)
|
—
|
|
|
9,291
|
|
||
Legal and other (2)
|
1,610
|
|
|
16,311
|
|
||
Interest and other, net
|
51,694
|
|
|
41,742
|
|
||
Other charges (income), net (Note 9)
|
1,463
|
|
|
(86,924
|
)
|
||
Income (loss) before income taxes
|
$
|
64,109
|
|
|
$
|
141,637
|
|
(1)
|
Customer related asset impairments for the three-month period ended June 29, 2018 primarily relate to additional provision for doubtful accounts receivable, and excess and obsolete inventory for certain customers experiencing significant financial difficulties and/or the Company is disengaging from.
|
(2)
|
Legal and other during the three-month period ended June 29, 2018 primarily consists of costs incurred relating to the independent investigation undertaken by the Audit Committee of the Company’s Board of Directors which was completed in June 2018 and certain charges not directly related to ongoing or core business.
|
|
Severance
|
|
Long-Lived
Asset Impairment |
|
Other
Exit Costs |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of March 31, 2019
|
$
|
23,234
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
32,434
|
|
Provision for charges incurred during the three-month period ended June 28, 2019
|
21,018
|
|
|
17,820
|
|
|
17,354
|
|
|
56,192
|
|
||||
Cash payments for charges incurred in the fiscal year 2019 and prior
|
(7,408
|
)
|
|
—
|
|
|
(1,650
|
)
|
|
(9,058
|
)
|
||||
Cash payments for charges incurred during the three-month period ended June 28, 2019
|
(2,755
|
)
|
|
—
|
|
|
—
|
|
|
(2,755
|
)
|
||||
Non-cash charges incurred during the three-month period ended June 28, 2019
|
—
|
|
|
(17,820
|
)
|
|
(7,794
|
)
|
|
(25,614
|
)
|
||||
Balance as of June 28, 2019
|
34,089
|
|
|
—
|
|
|
17,110
|
|
|
51,199
|
|
||||
Less: Current portion (classified as other current liabilities)
|
34,089
|
|
|
—
|
|
|
17,110
|
|
|
51,199
|
|
||||
Accrued restructuring costs, net of current portion (classified as other liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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
|
•
|
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.
|
|
As of
|
|
As of
|
||||||||||
Property and equipment, net:
|
June 28, 2019
|
|
March 31, 2019
|
||||||||||
|
(In millions)
|
||||||||||||
Mexico
|
$
|
542
|
|
|
23
|
%
|
|
$
|
537
|
|
|
23
|
%
|
China
|
493
|
|
|
21
|
%
|
|
523
|
|
|
22
|
%
|
||
U.S.
|
383
|
|
|
17
|
%
|
|
361
|
|
|
15
|
%
|
||
India
|
225
|
|
|
10
|
%
|
|
219
|
|
|
9
|
%
|
||
Malaysia
|
131
|
|
|
6
|
%
|
|
138
|
|
|
6
|
%
|
||
Hungary
|
101
|
|
|
4
|
%
|
|
103
|
|
|
4
|
%
|
||
Other
|
435
|
|
|
19
|
%
|
|
454
|
|
|
21
|
%
|
||
|
$
|
2,310
|
|
|
|
|
|
$
|
2,336
|
|
|
|
|
•
|
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.
|
|
Three-Month Periods Ended
|
||||
|
June 28, 2019
|
|
June 29, 2018
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
93.5
|
|
|
94.1
|
|
Restructuring charges
|
0.8
|
|
|
0.0
|
|
Gross profit
|
5.7
|
|
|
5.9
|
|
Selling, general and administrative expenses
|
3.4
|
|
|
4.1
|
|
Intangible amortization
|
0.3
|
|
|
0.3
|
|
Restructuring charges
|
0.1
|
|
|
0.0
|
|
Interest and other, net
|
0.9
|
|
|
0.6
|
|
Other charges (income), net
|
0.0
|
|
|
(1.4
|
)
|
Income before income taxes
|
1.0
|
|
|
2.3
|
|
Provision for income taxes
|
0.3
|
|
|
0.4
|
|
Net income
|
0.7
|
%
|
|
1.9
|
%
|
|
Three-Month Periods Ended
|
||||||||||||
Segments:
|
June 28, 2019
|
|
June 29, 2018
|
||||||||||
|
(In millions)
|
||||||||||||
High Reliability Solutions
|
$
|
1,178
|
|
|
19
|
%
|
|
$
|
1,215
|
|
|
19
|
%
|
Industrial & Emerging Industries
|
1,637
|
|
|
27
|
%
|
|
1,446
|
|
|
23
|
%
|
||
Communications & Enterprise Compute
|
1,859
|
|
|
30
|
%
|
|
1,954
|
|
|
31
|
%
|
||
Consumer Technologies Group
|
1,502
|
|
|
24
|
%
|
|
1,783
|
|
|
27
|
%
|
||
|
$
|
6,176
|
|
|
|
|
$
|
6,399
|
|
|
|
|
Three-Month Periods Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||||||||
|
(In millions)
|
||||||||||||
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
||||||
High Reliability Solutions
|
$
|
87
|
|
|
7.4
|
%
|
|
$
|
94
|
|
|
7.7
|
%
|
Industrial & Emerging Industries
|
95
|
|
|
5.8
|
%
|
|
51
|
|
|
3.6
|
%
|
||
Communications & Enterprise Compute
|
26
|
|
|
1.4
|
%
|
|
$
|
46
|
|
|
2.4
|
%
|
|
Consumer Technologies Group
|
30
|
|
|
2.0
|
%
|
|
27
|
|
|
1.5
|
%
|
||
Corporate and Other
|
(31
|
)
|
|
|
|
(30
|
)
|
|
|
||||
Total segment income
|
208
|
|
|
3.4
|
%
|
|
188
|
|
|
2.9
|
%
|
||
Reconciling items:
|
|
|
|
|
|
|
|
||||||
Intangible amortization
|
17
|
|
|
|
|
19
|
|
|
|
||||
Stock-based compensation
|
15
|
|
|
|
|
21
|
|
|
|
||||
Customer related asset impairments (1)
|
—
|
|
|
|
|
17
|
|
|
|
||||
Restructuring charges (Note 17)
|
56
|
|
|
|
|
9
|
|
|
|
||||
New revenue standard adoption impact (Note 4)
|
—
|
|
|
|
|
9
|
|
|
|
||||
Legal and other (2)
|
2
|
|
|
|
|
16
|
|
|
|
||||
Interest and other, net
|
52
|
|
|
|
|
42
|
|
|
|
||||
Other charges (income), net (Note 9)
|
1
|
|
|
|
|
(87
|
)
|
|
|
||||
Income (loss) before income taxes
|
$
|
64
|
|
|
|
|
$
|
142
|
|
|
|
||
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
(1)
|
Customer related asset impairments for the three-month period ended June 29, 2018 primarily relate to additional provision for doubtful accounts receivable, and excess and obsolete inventory for certain customers experiencing significant financial difficulties and/or we are disengaging from.
|
(2)
|
Legal and other during the three-month period ended June 29, 2018 primarily consists of costs incurred relating to the independent investigation undertaken by the Audit Committee of the Company’s Board of Directors which was completed in June 2018 and certain charges not directly related to ongoing or core business.
|
|
Three-Month Periods Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In millions)
|
||||||
Net cash used in operating activities (1)
|
(657
|
)
|
|
$
|
(943
|
)
|
|
Cash collection of deferred purchase price and other
|
894
|
|
|
928
|
|
||
Purchases of property and equipment
|
(162
|
)
|
|
(172
|
)
|
||
Proceeds from the disposition of property and equipment
|
39
|
|
|
2
|
|
||
Free cash flow
|
$
|
114
|
|
|
$
|
(185
|
)
|
(1)
|
As disclosed in the Company’s prior year filings, during the first quarter of fiscal year 2019, the Company utilized a monthly approach to track cash flows on deferred purchase price. Commencing with the quarter ended September 28, 2018, the Company changed to a method based on daily activity for both the three-month and six-month periods ended September 28, 2018. As a result, the Company has retrospectively adjusted cash flows from operating and investing activities for the three-months ended June 29, 2018 from amounts previously reported. This resulted in an increase of approximately $271 million to cash provided by investing activities, and a corresponding decrease to cash flow from operating activities on the consolidated statement of cash flows for the three-months ended June 29, 2018.
|
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 |
||||||
April 1, 2019 - May 3, 2019
|
|
2,177,874
|
|
|
$
|
11.02
|
|
|
2,177,874
|
|
|
$
|
300,522,363
|
|
May 4, 2019 - May 31, 2019
|
|
2,004,595
|
|
|
$
|
9.98
|
|
|
2,004,595
|
|
|
$
|
280,522,548
|
|
June 1, 2019 - June 28, 2019
|
|
843,059
|
|
|
$
|
9.49
|
|
|
843,059
|
|
|
$
|
272,522,631
|
|
Total
|
|
5,025,528
|
|
|
|
|
|
5,025,528
|
|
|
|
|
(1)
|
During the period from April 1, 2019 through June 28, 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 June 28, 2019, shares in the aggregate amount of $272.5 million were available to be repurchased under the current plan.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Filed
|
|||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee
|
|
8-K
|
|
000-23354
|
|
6/6/2019
|
|
4.1
|
|
|
|
|
|
First Supplemental Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee
|
|
8-K
|
|
000-23354
|
|
6/6/2019
|
|
4.2
|
|
|
|
|
|
Form of 4.875% Global Note due 2029 (included in Exhibit 4.2)
|
|
8-K
|
|
000-23354
|
|
6/6/2019
|
|
4.3
|
|
|
|
|
|
Description of Annual Incentive Bonus Plan for Fiscal 2020
|
|
|
|
|
|
|
|
|
|
X
|
||
|
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading average)
|
|
|
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X
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Letter in lieu of consent of Deloitte & Touche LLP.
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X
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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X
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FLEX LTD.
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(Registrant)
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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:
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July 26, 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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Date:
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July 26, 2019
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Total Shareholder Return:
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Total Shareholder Return (TSR) is used to represent the cumulative return of an investment and includes both the change in the stock price as well as Dividend Value from a specified start and ending period. The formula for the calculation is as follows:
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TSR = (Price End - Price Begin + Dividend Value) / Price Begin
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Payout Calculation:
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The Payout is determined by calculating the Total Shareholder Return of every company within the S&P 500 Index Companies Group and determining the percentile rank of Flex’s Total Shareholder Return as compared to the S&P 500 Index Companies Group (that is, the number of members of the S&P 500 Index Companies with Total Shareholder Returns at or below the Total Shareholder Return of Flex).
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The formula for this calculation is as follows:
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(B + .5E)/N * 100
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Where
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B = Number of S&P 500 Index Companies TSRs below Flex’s TSR E =
Number of TSRs Equal to Company TSR
N = The number of Companies in the S&P 500 Index
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Percentile Rank of
Flex TSR in S&P 500
Index Companies
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Awards Earned as a
% of the Target
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Maximum
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>75th Percentile
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200
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%
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50th – 75th Percentile
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Interpolate
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Target Shares
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50th Percentile
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100
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%
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30th – 50th Percentile
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Interpolate
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Threshold
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30th Percentile
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25
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%
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<30th Percentile
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0
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%
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Payout Interpolation:
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If the minimum payout is not reached, then the shares will be forfeited. If performance payouts are reached, shares will be rewarded on an interpolated basis between 25% and 200% of the target shares per the Payout Table above. Fractional percentage points will be rounded to nearest % point and fractional shares awarded will be rounded down the nearest whole share.
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20-Day Trading Average for
Measuring Performance:
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To avoid the effects of short-term price fluctuations, a 20-Day Trading Average will be used for measuring the Performance Criteria, and will be calculated using a basic average of Flex’s and the S&P 500 Index Companies’ Closing Prices on the previous 20 trading days prior to ,20 and Measurement Ending Dates.
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20-Day Trading Average = (Sum of Prior 20 day Closing Prices) / 20
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Measurement Period:
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The Measurement Period used to calculate the TSR will start on , 20 and end on , 20.
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Vesting / Release Date:
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If the Performance Criteria is met, shares will vest or be released on the next business day following the 3rd anniversary of th. Therefore, the Release Date will be , 20. Applicable tax withholding and reporting will be contingent on the Closing Price of Flex Stock on the Release Date.
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Closing Price Methodology:
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Only the Daily Closing Price will be used to determine Total Shareholder Return values as by reported by the Wall Street Journal or any other reputable financial services information provider.
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(a)
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the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time;
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(b)
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the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSU Awards, even if RSU Awards have been granted repeatedly in the past;
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(c)
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all decisions with respect to future RSU Awards, if any, will be at the sole discretion of the Company;
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(d)
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the Participant’s participation in the Plan is voluntary;
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(e)
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the future value of the Shares underlying the RSU Award is unknown and cannot be predicted with certainty;
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(f)
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no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSU Award resulting from a Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the RSU Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company and/or the Employer, waives the Participant’s ability, if any, to bring any such claim, and releases the Company and/or the
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(g)
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for the Participants residing outside of the U.S.A.:
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(A)
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the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;
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(B)
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the RSU Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and
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(C)
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in the event of the Participant’s Termination of Service (whether or not in breach of local labor laws), the Participant’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date of Termination of Service and; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of this RSU Award.
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FLEX LTD.
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PARTICIPANT
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By:
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By:
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Name:
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Name:
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Title:
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Address:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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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/s/ Revathi Advaithi
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Revathi Advaithi
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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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/s/ Christopher E. Collier
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Christopher E. Collier
|
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Chief Financial Officer
|
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•
|
the Quarterly Report on Form 10-Q of the Company for the period ended June 28, 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, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
July 26, 2019
|
/s/ Revathi Advaithi
|
|
|
Revathi Advaithi
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
July 26, 2019
|
/s/ Christopher E. Collier
|
|
|
Christopher E. Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|