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
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
San Jose, California
|
|
October 29, 2019
|
|
|
As of September 27, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands, except share amounts)
(Unaudited) |
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,815,513
|
|
|
$
|
1,696,625
|
|
Accounts receivable, net of allowance for doubtful accounts of $90,430 and $91,396 as of September 27, 2019 and March 31, 2019, respectively
|
2,414,633
|
|
|
2,612,961
|
|
||
Contract assets
|
205,753
|
|
|
216,202
|
|
||
Inventories
|
3,721,237
|
|
|
3,722,854
|
|
||
Other current assets
|
1,335,387
|
|
|
854,790
|
|
||
Total current assets
|
9,492,523
|
|
|
9,103,432
|
|
||
Property and equipment, net
|
2,217,445
|
|
|
2,336,213
|
|
||
Operating lease right-of-use assets, net
|
588,474
|
|
|
—
|
|
||
Goodwill
|
1,062,450
|
|
|
1,073,055
|
|
||
Other intangible assets, net
|
292,179
|
|
|
330,995
|
|
||
Other assets
|
623,582
|
|
|
655,672
|
|
||
Total assets
|
$
|
14,276,653
|
|
|
$
|
13,499,367
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Bank borrowings and current portion of long-term debt
|
$
|
32,450
|
|
|
$
|
632,611
|
|
Accounts payable
|
5,227,495
|
|
|
5,147,236
|
|
||
Accrued payroll
|
382,812
|
|
|
391,591
|
|
||
Other current liabilities
|
1,915,263
|
|
|
1,426,075
|
|
||
Total current liabilities
|
7,558,020
|
|
|
7,597,513
|
|
||
Long-term debt, net of current portion
|
2,957,878
|
|
|
2,421,904
|
|
||
Operating lease liabilities, non-current
|
512,086
|
|
|
—
|
|
||
Other liabilities
|
442,708
|
|
|
507,590
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Ordinary shares, no par value; 559,389,281 and 566,787,620 issued, and 509,149,926 and 516,548,265 outstanding as of September 27, 2019 and March 31, 2019, respectively
|
6,445,997
|
|
|
6,523,750
|
|
||
Treasury stock, at cost; 50,239,355 shares as of September 27, 2019 and March 31, 2019
|
(388,215
|
)
|
|
(388,215
|
)
|
||
Accumulated deficit
|
(3,062,057
|
)
|
|
(3,012,012
|
)
|
||
Accumulated other comprehensive loss
|
(189,764
|
)
|
|
(151,163
|
)
|
||
Total shareholders’ equity
|
2,805,961
|
|
|
2,972,360
|
|
||
Total liabilities and shareholders’ equity
|
$
|
14,276,653
|
|
|
$
|
13,499,367
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands, except per share amounts)
(Unaudited) |
||||||||||||||
Net sales
|
$
|
6,088,054
|
|
|
$
|
6,662,604
|
|
|
$
|
12,263,993
|
|
|
$
|
13,061,560
|
|
Cost of sales
|
5,785,003
|
|
|
6,233,536
|
|
|
11,560,778
|
|
|
12,252,328
|
|
||||
Restructuring charges
|
113,958
|
|
|
26,767
|
|
|
161,363
|
|
|
29,077
|
|
||||
Gross profit
|
189,093
|
|
|
402,301
|
|
|
541,852
|
|
|
780,155
|
|
||||
Selling, general and administrative expenses
|
205,310
|
|
|
228,677
|
|
|
414,934
|
|
|
485,052
|
|
||||
Intangible amortization
|
16,223
|
|
|
18,234
|
|
|
33,305
|
|
|
36,751
|
|
||||
Restructuring charges (recoveries)
|
14,357
|
|
|
(994
|
)
|
|
23,144
|
|
|
5,513
|
|
||||
Interest and other, net
|
47,749
|
|
|
41,060
|
|
|
99,443
|
|
|
82,802
|
|
||||
Other charges (income), net
|
1,147
|
|
|
6,530
|
|
|
2,610
|
|
|
(80,394
|
)
|
||||
Income (loss) before income taxes
|
(95,693
|
)
|
|
108,794
|
|
|
(31,584
|
)
|
|
250,431
|
|
||||
Provision for income taxes
|
21,247
|
|
|
21,909
|
|
|
40,484
|
|
|
47,511
|
|
||||
Net income (loss)
|
$
|
(116,940
|
)
|
|
$
|
86,885
|
|
|
$
|
(72,068
|
)
|
|
$
|
202,920
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.38
|
|
Diluted
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.38
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
512,692
|
|
|
531,503
|
|
|
513,448
|
|
|
530,426
|
|
||||
Diluted
|
512,692
|
|
|
534,458
|
|
|
513,448
|
|
|
535,027
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands)
(Unaudited) |
||||||||||||||
Net income (loss)
|
$
|
(116,940
|
)
|
|
$
|
86,885
|
|
|
$
|
(72,068
|
)
|
|
$
|
202,920
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net of zero tax
|
(25,907
|
)
|
|
(6,622
|
)
|
|
(21,503
|
)
|
|
(50,708
|
)
|
||||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(11,623
|
)
|
|
21,075
|
|
|
(17,098
|
)
|
|
(19,828
|
)
|
||||
Comprehensive income (loss)
|
$
|
(154,470
|
)
|
|
$
|
101,338
|
|
|
$
|
(110,669
|
)
|
|
$
|
132,384
|
|
|
|
Ordinary Shares
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||
Three Months Ended September 27, 2019
|
|
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 JUNE 28, 2019
|
|
514,039
|
|
|
$
|
6,099,166
|
|
|
$
|
(2,945,117
|
)
|
|
$
|
(47,031
|
)
|
|
$
|
(105,203
|
)
|
|
$
|
(152,234
|
)
|
|
$
|
3,001,815
|
|
Repurchase of Flex Ltd. ordinary shares at cost
|
|
(5,928
|
)
|
|
(60,159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,159
|
)
|
||||||
Exercise of stock options
|
|
61
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
|
978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(116,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,940
|
)
|
||||||
Stock-based compensation, net of tax
|
|
—
|
|
|
18,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,890
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards and other
|
|
—
|
|
|
(440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,623
|
)
|
|
(25,907
|
)
|
|
(37,530
|
)
|
|
(37,530
|
)
|
||||||
BALANCE AT SEPTEMBER 27, 2019
|
|
509,150
|
|
|
$
|
6,057,782
|
|
|
$
|
(3,062,057
|
)
|
|
$
|
(58,654
|
)
|
|
$
|
(131,110
|
)
|
|
$
|
(189,764
|
)
|
|
$
|
2,805,961
|
|
|
|
Ordinary Shares
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||
Six Months Ended September 27, 2019
|
|
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
|
|
(10,953
|
)
|
|
(112,158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,158
|
)
|
||||||
Exercise of stock options
|
|
178
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
|
3,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(72,068
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,068
|
)
|
||||||
Stock-based compensation, net of tax
|
|
—
|
|
|
34,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,117
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards and other
|
|
—
|
|
|
(440
|
)
|
|
22,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,583
|
|
||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,098
|
)
|
|
(21,503
|
)
|
|
(38,601
|
)
|
|
(38,601
|
)
|
||||||
BALANCE AT SEPTEMBER 27, 2019
|
|
509,150
|
|
|
$
|
6,057,782
|
|
|
$
|
(3,062,057
|
)
|
|
$
|
(58,654
|
)
|
|
$
|
(131,110
|
)
|
|
$
|
(189,764
|
)
|
|
$
|
2,805,961
|
|
|
|
Ordinary Shares
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||
Three Months Ended September 28, 2018
|
|
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 JUNE 29, 2018
|
|
532,736
|
|
|
$
|
6,269,529
|
|
|
$
|
(2,989,376
|
)
|
|
$
|
(76,649
|
)
|
|
$
|
(94,185
|
)
|
|
$
|
(170,834
|
)
|
|
$
|
3,109,319
|
|
Repurchase of Flex Ltd. ordinary shares at cost
|
|
(4,429
|
)
|
|
(59,980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,980
|
)
|
||||||
Exercise of stock options
|
|
32
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
|
548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
86,885
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,885
|
|
||||||
Stock-based compensation, net of tax
|
|
—
|
|
|
19,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,081
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards and other
|
|
—
|
|
|
(296
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
||||||
Total other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,075
|
|
|
(6,622
|
)
|
|
14,453
|
|
|
14,453
|
|
||||||
BALANCE AT SEPTEMBER 28, 2018
|
|
528,887
|
|
|
$
|
6,228,420
|
|
|
$
|
(2,902,492
|
)
|
|
$
|
(55,574
|
)
|
|
$
|
(100,807
|
)
|
|
$
|
(156,381
|
)
|
|
$
|
3,169,547
|
|
|
|
Ordinary Shares
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||
Six Months Ended September 28, 2018
|
|
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
|
|
(4,429
|
)
|
|
(59,980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,980
|
)
|
||||||
Exercise of stock options
|
|
75
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
Issuance of Flex Ltd. vested shares under restricted share unit awards
|
|
5,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
202,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,920
|
|
||||||
Stock-based compensation, net of tax
|
|
—
|
|
|
40,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,033
|
|
||||||
Cumulative effect on opening equity of adopting accounting standards and other
|
|
—
|
|
|
(296
|
)
|
|
38,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,406
|
|
||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,828
|
)
|
|
(50,708
|
)
|
|
(70,536
|
)
|
|
(70,536
|
)
|
||||||
BALANCE AT SEPTEMBER 28, 2018
|
|
528,887
|
|
|
$
|
6,228,420
|
|
|
$
|
(2,902,492
|
)
|
|
$
|
(55,574
|
)
|
|
$
|
(100,807
|
)
|
|
$
|
(156,381
|
)
|
|
$
|
3,169,547
|
|
|
Six-Month Periods Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
|
(In thousands)
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(72,068
|
)
|
|
$
|
202,920
|
|
Depreciation, amortization and other impairment charges
|
357,020
|
|
|
269,062
|
|
||
Gain from deconsolidation of Bright Machines
|
—
|
|
|
(86,614
|
)
|
||
Changes in working capital and other
|
(1,933,364
|
)
|
|
(2,092,964
|
)
|
||
Net cash used in operating activities
|
(1,648,412
|
)
|
|
(1,707,596
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(271,541
|
)
|
|
(363,373
|
)
|
||
Proceeds from the disposition of property and equipment
|
53,330
|
|
|
12,973
|
|
||
Acquisition of businesses, net of cash acquired
|
(1,390
|
)
|
|
—
|
|
||
Proceeds from divestiture of businesses, net of cash held in divested businesses
|
3,402
|
|
|
264,438
|
|
||
Cash collections of deferred purchase price
|
1,839,818
|
|
|
1,812,945
|
|
||
Other investing activities, net
|
20,114
|
|
|
(24,411
|
)
|
||
Net cash provided by investing activities
|
1,643,733
|
|
|
1,702,572
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from bank borrowings and long-term debt
|
779,682
|
|
|
650,023
|
|
||
Repayments of bank borrowings and long-term debt
|
(863,930
|
)
|
|
(652,600
|
)
|
||
Payments for repurchases of ordinary shares
|
(112,158
|
)
|
|
(59,980
|
)
|
||
Net proceeds from issuance of ordinary shares
|
728
|
|
|
131
|
|
||
Other financing activities, net
|
327,348
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
131,670
|
|
|
(62,426
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(8,103
|
)
|
|
(27,254
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
118,888
|
|
|
(94,704
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,696,625
|
|
|
1,472,424
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,815,513
|
|
|
$
|
1,377,720
|
|
|
|
|
|
|
|
||
Non-cash investing activities:
|
|
|
|
|
|
||
Unpaid purchases of property and equipment
|
$
|
70,901
|
|
|
$
|
182,901
|
|
Non-cash investment in Bright Machines
|
$
|
—
|
|
|
$
|
127,641
|
|
•
|
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 September 27, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
2,780,646
|
|
|
$
|
2,922,101
|
|
Work-in-progress
|
394,282
|
|
|
366,135
|
|
||
Finished goods
|
546,309
|
|
|
434,618
|
|
||
|
$
|
3,721,237
|
|
|
$
|
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
|
)
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
(1,239
|
)
|
|||||
Foreign currency translation adjustments
|
(9,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,366
|
)
|
|||||
Balance, end of the period
|
$
|
496,741
|
|
|
$
|
333,120
|
|
|
$
|
129,325
|
|
|
$
|
103,264
|
|
|
$
|
1,062,450
|
|
|
As of September 27, 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
|
$
|
282,006
|
|
|
$
|
(118,818
|
)
|
|
$
|
163,188
|
|
|
$
|
297,306
|
|
|
$
|
(113,627
|
)
|
|
$
|
183,679
|
|
Licenses and other intangibles
|
254,797
|
|
|
(125,806
|
)
|
|
128,991
|
|
|
274,604
|
|
|
(127,288
|
)
|
|
147,316
|
|
||||||
Total
|
$
|
536,803
|
|
|
$
|
(244,624
|
)
|
|
$
|
292,179
|
|
|
$
|
571,910
|
|
|
$
|
(240,915
|
)
|
|
$
|
330,995
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2020 (1)
|
$
|
30,747
|
|
2021
|
59,573
|
|
|
2022
|
51,229
|
|
|
2023
|
43,667
|
|
|
2024
|
42,066
|
|
|
Thereafter
|
64,897
|
|
|
Total amortization expense
|
$
|
292,179
|
|
(1)
|
Represents estimated amortization for the remaining six-month period ending March 31, 2020.
|
Lease cost
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||
|
September 27, 2019
|
|
September 27, 2019
|
||||
Operating lease cost
|
$
|
40,630
|
|
|
$
|
81,306
|
|
Total lease cost
|
$
|
40,630
|
|
|
$
|
81,306
|
|
|
|
As of September 27, 2019
|
||
Operating Leases:
|
|
|
||
Operating lease right of use assets
|
|
$
|
588,474
|
|
Operating lease liabilities
|
|
631,701
|
|
|
|
|
|
||
Weighted-average remaining lease term (In years)
|
|
|
||
Operating leases
|
|
7.2
|
|
|
|
|
|
||
Weighted-average discount rate
|
|
|
||
Operating leases
|
|
4.3
|
%
|
|
|
Six-Month Period Ended
|
||
|
|
September 27, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
69,106
|
|
Fiscal Year Ended March 31,
|
|
Operating Leases
|
||
2020 (1)
|
|
$
|
77,710
|
|
2021
|
|
125,871
|
|
|
2022
|
|
106,230
|
|
|
2023
|
|
92,832
|
|
|
2024
|
|
79,096
|
|
|
Thereafter
|
|
259,559
|
|
|
Total undiscounted lease payments
|
|
741,298
|
|
|
Less: imputed interest
|
|
109,597
|
|
|
Total lease liabilities
|
|
$
|
631,701
|
|
(1)
|
Represents estimated lease payments for the remaining six-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 September 27, 2019
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
942,113
|
|
|
$
|
1,147,976
|
|
|
$
|
1,390,059
|
|
|
$
|
1,103,855
|
|
|
$
|
4,584,003
|
|
Over time
|
246,518
|
|
|
637,592
|
|
|
338,538
|
|
|
281,403
|
|
|
1,504,051
|
|
|||||
Total segment
|
$
|
1,188,631
|
|
|
$
|
1,785,568
|
|
|
$
|
1,728,597
|
|
|
$
|
1,385,258
|
|
|
$
|
6,088,054
|
|
|
Six-Month Period Ended September 27, 2019
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
1,865,840
|
|
|
$
|
2,263,035
|
|
|
$
|
2,749,423
|
|
|
$
|
2,128,481
|
|
|
$
|
9,006,779
|
|
Over time
|
500,834
|
|
|
1,159,447
|
|
|
838,023
|
|
|
758,910
|
|
|
3,257,214
|
|
|||||
Total segment
|
$
|
2,366,674
|
|
|
$
|
3,422,482
|
|
|
$
|
3,587,446
|
|
|
$
|
2,887,391
|
|
|
$
|
12,263,993
|
|
|
Three-Month Period Ended September 28, 2018
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
893,141
|
|
|
$
|
1,089,319
|
|
|
$
|
1,519,041
|
|
|
$
|
1,201,696
|
|
|
$
|
4,703,197
|
|
Over time
|
314,830
|
|
|
476,634
|
|
|
621,756
|
|
|
546,187
|
|
|
1,959,407
|
|
|||||
Total segment
|
$
|
1,207,971
|
|
|
$
|
1,565,953
|
|
|
$
|
2,140,797
|
|
|
$
|
1,747,883
|
|
|
$
|
6,662,604
|
|
|
Six-Month Period Ended September 28, 2018
|
||||||||||||||||||
|
HRS
|
|
IEI
|
|
CEC
|
|
CTG
|
|
Total
|
||||||||||
Timing of Transfer
|
|
|
|
|
|
|
|
|
|
||||||||||
Point in time
|
$
|
1,898,321
|
|
|
$
|
2,153,218
|
|
|
$
|
3,012,548
|
|
|
$
|
2,499,833
|
|
|
$
|
9,563,920
|
|
Over time
|
525,075
|
|
|
859,046
|
|
|
1,082,535
|
|
|
1,030,984
|
|
|
3,497,640
|
|
|||||
Total segment
|
$
|
2,423,396
|
|
|
$
|
3,012,264
|
|
|
$
|
4,095,083
|
|
|
$
|
3,530,817
|
|
|
$
|
13,061,560
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Cost of sales
|
$
|
4,212
|
|
|
$
|
4,767
|
|
|
$
|
7,152
|
|
|
$
|
10,171
|
|
Selling, general and administrative expenses
|
14,678
|
|
|
14,314
|
|
|
26,965
|
|
|
29,863
|
|
||||
Total share-based compensation expense
|
$
|
18,890
|
|
|
$
|
19,081
|
|
|
$
|
34,117
|
|
|
$
|
40,034
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Basic earnings (losses) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(116,940
|
)
|
|
$
|
86,885
|
|
|
$
|
(72,068
|
)
|
|
$
|
202,920
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary shares outstanding
|
512,692
|
|
|
531,503
|
|
|
513,448
|
|
|
530,426
|
|
||||
Basic earnings (losses) per share
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (losses) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(116,940
|
)
|
|
$
|
86,885
|
|
|
$
|
(72,068
|
)
|
|
$
|
202,920
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary shares outstanding
|
512,692
|
|
|
531,503
|
|
|
513,448
|
|
|
530,426
|
|
||||
Weighted-average ordinary share equivalents from stock options and restricted share unit awards (1) (2) (3)
|
—
|
|
|
2,955
|
|
|
—
|
|
|
4,601
|
|
||||
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
512,692
|
|
|
534,458
|
|
|
513,448
|
|
|
535,027
|
|
||||
Diluted earnings (losses) per share
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.38
|
|
(1)
|
As a result of the Company's net loss, ordinary shares equivalent from stock options and RSU awards of approximately 2.6 million for the three-month period ended September 27, 2019, and 3.3 million for the six-month period ended September 27, 2019, were excluded from the calculation of diluted earnings (losses) per share, due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
|
(2)
|
An immaterial number of options to purchase ordinary shares were excluded from the computation of diluted earnings (losses) per share during the three and six-month periods ended September 27, 2019 and September 28, 2018, respectively, due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
|
(3)
|
RSU awards of 5.9 million and 5.5 million for the three and six-month periods ended September 27, 2019 were excluded from the computation of diluted earnings (losses) per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. RSU awards of 3.1 million for the three and six-month periods ended September 28, 2018 were excluded from the computation of diluted earnings per share.
|
|
As of September 27, 2019
|
|
As of March 31, 2019
|
||||
|
(In thousands)
|
||||||
4.625% Notes due February 2020
|
$
|
—
|
|
|
$
|
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%
|
311,224
|
|
|
—
|
|
||
4.75% Notes due June 2025
|
597,037
|
|
|
596,815
|
|
||
4.875% Notes due June 2029
|
448,277
|
|
|
—
|
|
||
India Facilities
|
110,258
|
|
|
170,206
|
|
||
Other
|
162,992
|
|
|
168,039
|
|
||
Debt issuance costs
|
(13,273
|
)
|
|
(10,639
|
)
|
||
|
2,990,328
|
|
|
3,054,515
|
|
||
Current portion, net of debt issuance costs
|
(32,450
|
)
|
|
(632,611
|
)
|
||
Non-current portion
|
$
|
2,957,878
|
|
|
$
|
2,421,904
|
|
Fiscal Year Ending March 31,
|
|
Amount
|
||
|
|
(In thousands)
|
||
2020 (1)
|
|
$
|
19,529
|
|
2021
|
|
98,849
|
|
|
2022
|
|
607,940
|
|
|
2023
|
|
857,571
|
|
|
2024
|
|
60,438
|
|
|
Thereafter
|
|
1,359,274
|
|
|
Total
|
|
$
|
3,003,601
|
|
(1)
|
Represents estimated repayments for the remaining six-month period ending March 31, 2020.
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest expenses on debt obligations (1)
|
$
|
38,461
|
|
|
$
|
35,139
|
|
|
$
|
78,889
|
|
|
$
|
68,656
|
|
ABS and AR sales programs related expenses
|
11,658
|
|
|
11,109
|
|
|
24,639
|
|
|
20,589
|
|
||||
Interest income
|
(5,206
|
)
|
|
(4,751
|
)
|
|
(9,798
|
)
|
|
(9,872
|
)
|
||||
(Gain) Loss on foreign exchange transactions
|
(3,167
|
)
|
|
3,129
|
|
|
(4,053
|
)
|
|
5,186
|
|
(1)
|
Interest expense on debt obligations for the three-month and six-month periods ended September 27, 2019 include debt extinguishment costs of $2.4 million and $6.5 million, respectively, related to the full repayment of the Notes due February 2020 and partial repayment of Term Loan due November 2021.
|
|
Foreign Currency Amount
|
|
Notional Contract Value in USD
|
||||||||||
Currency
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
(In thousands)
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|||
CNY
|
1,086,000
|
|
|
—
|
|
|
$
|
152,447
|
|
|
$
|
—
|
|
EUR
|
34,640
|
|
|
4,260
|
|
|
38,352
|
|
|
4,668
|
|
||
HUF
|
27,209,000
|
|
|
—
|
|
|
89,151
|
|
|
—
|
|
||
ILS
|
190,000
|
|
|
—
|
|
|
54,247
|
|
|
—
|
|
||
JPY
|
33,525,000
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
||
MXN
|
4,035,000
|
|
|
—
|
|
|
206,441
|
|
|
—
|
|
||
MYR
|
264,000
|
|
|
40,900
|
|
|
63,187
|
|
|
9,789
|
|
||
PLN
|
131,400
|
|
|
—
|
|
|
32,862
|
|
|
—
|
|
||
RON
|
192,000
|
|
|
—
|
|
|
44,333
|
|
|
—
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
46,353
|
|
|
—
|
|
||
|
|
|
|
|
|
|
1,027,373
|
|
|
14,457
|
|
||
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
||
BRL
|
—
|
|
|
972,000
|
|
|
—
|
|
|
232,619
|
|
||
CAD
|
65,885
|
|
|
43,154
|
|
|
49,627
|
|
|
32,505
|
|
||
CNY
|
5,214,716
|
|
|
1,371,026
|
|
|
738,250
|
|
|
192,837
|
|
||
EUR
|
1,820,719
|
|
|
2,011,008
|
|
|
1,997,855
|
|
|
2,209,684
|
|
||
GBP
|
45,292
|
|
|
56,241
|
|
|
56,026
|
|
|
69,547
|
|
||
HUF
|
80,227,683
|
|
|
84,751,497
|
|
|
262,868
|
|
|
277,690
|
|
||
ILS
|
264,700
|
|
|
115,000
|
|
|
75,575
|
|
|
32,834
|
|
||
INR
|
6,807,200
|
|
|
6,411,000
|
|
|
95,825
|
|
|
90,248
|
|
||
JPY
|
3,195,245
|
|
|
2,596,970
|
|
|
29,736
|
|
|
24,233
|
|
||
MXN
|
4,450,330
|
|
|
2,690,978
|
|
|
227,691
|
|
|
137,678
|
|
||
MYR
|
2,142,120
|
|
|
1,799,000
|
|
|
512,702
|
|
|
430,579
|
|
||
SEK
|
455,420
|
|
|
538,295
|
|
|
46,934
|
|
|
55,304
|
|
||
SGD
|
90,548
|
|
|
53,439
|
|
|
65,686
|
|
|
38,766
|
|
||
Other
|
N/A
|
|
|
N/A
|
|
|
57,488
|
|
|
41,809
|
|
||
|
|
|
|
|
|
|
4,216,263
|
|
|
3,866,333
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Notional Contract Value in USD
|
|
|
|
|
|
|
$
|
5,243,636
|
|
|
$
|
3,880,790
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location |
|
September 27,
2019 |
|
March 31,
2019 |
|
Balance Sheet
Location |
|
September 27,
2019 |
|
March 31,
2019 |
||||||||
|
(In thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
2,492
|
|
|
$
|
10,503
|
|
|
Other current liabilities
|
|
$
|
22,800
|
|
|
$
|
10,282
|
|
Foreign currency contracts
|
Other assets
|
|
$
|
18,316
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
24,508
|
|
|
$
|
16,774
|
|
|
Other current liabilities
|
|
$
|
23,327
|
|
|
$
|
17,144
|
|
|
Three-Month Periods Ended
|
||||||||||||||||||||||
|
September 27, 2019
|
|
September 28, 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
|
$
|
(47,031
|
)
|
|
$
|
(105,203
|
)
|
|
$
|
(152,234
|
)
|
|
$
|
(76,649
|
)
|
|
$
|
(94,185
|
)
|
|
$
|
(170,834
|
)
|
Other comprehensive gain (loss) before reclassifications
|
(2,883
|
)
|
|
(25,907
|
)
|
|
(28,790
|
)
|
|
945
|
|
|
(6,622
|
)
|
|
(5,677
|
)
|
||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
(8,740
|
)
|
|
—
|
|
|
(8,740
|
)
|
|
20,130
|
|
|
—
|
|
|
20,130
|
|
||||||
Net current-period other comprehensive gain (loss)
|
(11,623
|
)
|
|
(25,907
|
)
|
|
(37,530
|
)
|
|
21,075
|
|
|
(6,622
|
)
|
|
14,453
|
|
||||||
Ending balance
|
$
|
(58,654
|
)
|
|
$
|
(131,110
|
)
|
|
$
|
(189,764
|
)
|
|
$
|
(55,574
|
)
|
|
$
|
(100,807
|
)
|
|
$
|
(156,381
|
)
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||
|
September 27, 2019
|
|
September 28, 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
|
(8,951
|
)
|
|
(21,503
|
)
|
|
(30,454
|
)
|
|
(40,714
|
)
|
|
(50,708
|
)
|
|
(91,422
|
)
|
||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
(8,147
|
)
|
|
—
|
|
|
(8,147
|
)
|
|
20,886
|
|
|
—
|
|
|
20,886
|
|
||||||
Net current-period other comprehensive gain (loss)
|
(17,098
|
)
|
|
(21,503
|
)
|
|
(38,601
|
)
|
|
(19,828
|
)
|
|
(50,708
|
)
|
|
(70,536
|
)
|
||||||
Ending balance
|
$
|
(58,654
|
)
|
|
$
|
(131,110
|
)
|
|
$
|
(189,764
|
)
|
|
$
|
(55,574
|
)
|
|
$
|
(100,807
|
)
|
|
$
|
(156,381
|
)
|
|
Fair Value Measurements as of September 27, 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)
|
$
|
—
|
|
|
$
|
796,718
|
|
|
$
|
—
|
|
|
$
|
796,718
|
|
Foreign exchange contracts (Note 10)
|
—
|
|
|
45,316
|
|
|
—
|
|
|
45,316
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
—
|
|
|
56,351
|
|
|
—
|
|
|
56,351
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0.003
|
|
||||
Foreign exchange contracts (Note 10)
|
$
|
—
|
|
|
$
|
(46,127
|
)
|
|
$
|
—
|
|
|
$
|
(46,127
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
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 September 27, 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
|
—
|
|
|
—
|
|
|
500,000
|
|
|
499,950
|
|
|
Level 1
|
||||
Term Loan due November 2021
|
421,563
|
|
|
423,671
|
|
|
671,563
|
|
|
670,724
|
|
|
Level 1
|
||||
Term Loan, including current portion, due in installments through June 2022
|
452,250
|
|
|
453,946
|
|
|
458,531
|
|
|
457,958
|
|
|
Level 1
|
||||
5.000% Notes due February 2023
|
500,000
|
|
|
533,977
|
|
|
500,000
|
|
|
499,950
|
|
|
Level 1
|
||||
Term Loan due April 2024 - three-month Yen LIBOR plus 0.50%
|
311,224
|
|
|
311,224
|
|
|
—
|
|
|
—
|
|
|
Level 2
|
||||
4.750% Notes due June 2025
|
597,037
|
|
|
637,084
|
|
|
596,815
|
|
|
599,940
|
|
|
Level 1
|
||||
4.875% Notes due June 2029
|
448,277
|
|
|
473,116
|
|
|
—
|
|
|
—
|
|
|
Level 1
|
||||
India Facilities
|
110,258
|
|
|
110,258
|
|
|
170,206
|
|
|
170,206
|
|
|
Level 2
|
||||
Euro Term Loan due September 2020
|
50,679
|
|
|
50,679
|
|
|
52,746
|
|
|
52,746
|
|
|
Level 2
|
||||
Euro Term Loan due January 2022
|
109,577
|
|
|
109,577
|
|
|
112,524
|
|
|
112,524
|
|
|
Level 2
|
||||
Total
|
$
|
3,000,865
|
|
|
$
|
3,103,532
|
|
|
$
|
3,062,385
|
|
|
$
|
3,063,998
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
High Reliability Solutions
|
$
|
1,188,631
|
|
|
$
|
1,207,971
|
|
|
$
|
2,366,674
|
|
|
$
|
2,423,396
|
|
Industrial & Emerging Industries
|
1,785,568
|
|
|
1,565,953
|
|
|
3,422,482
|
|
|
3,012,264
|
|
||||
Communications & Enterprise Compute
|
1,728,597
|
|
|
2,140,797
|
|
|
3,587,446
|
|
|
4,095,083
|
|
||||
Consumer Technologies Group
|
1,385,258
|
|
|
1,747,883
|
|
|
2,887,391
|
|
|
3,530,817
|
|
||||
|
$
|
6,088,054
|
|
|
$
|
6,662,604
|
|
|
$
|
12,263,993
|
|
|
$
|
13,061,560
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
||||||||
High Reliability Solutions
|
$
|
83,400
|
|
|
$
|
89,589
|
|
|
$
|
170,632
|
|
|
$
|
183,123
|
|
Industrial & Emerging Industries
|
111,354
|
|
|
65,857
|
|
|
206,811
|
|
|
117,218
|
|
||||
Communications & Enterprise Compute
|
31,634
|
|
|
62,855
|
|
|
57,781
|
|
|
108,873
|
|
||||
Consumer Technologies Group
|
26,992
|
|
|
31,212
|
|
|
57,108
|
|
|
57,769
|
|
||||
Corporate and Other
|
(26,238
|
)
|
|
(25,983
|
)
|
|
(57,330
|
)
|
|
(55,745
|
)
|
||||
Total segment income
|
227,142
|
|
|
223,530
|
|
|
435,002
|
|
|
411,238
|
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
||||||||
Intangible amortization
|
16,223
|
|
|
18,234
|
|
|
33,305
|
|
|
36,751
|
|
||||
Stock-based compensation
|
18,890
|
|
|
19,081
|
|
|
34,117
|
|
|
40,034
|
|
||||
Customer related asset impairments (1)
|
90,973
|
|
|
—
|
|
|
91,456
|
|
|
17,364
|
|
||||
Restructuring charges (Note 17)
|
128,315
|
|
|
25,773
|
|
|
184,507
|
|
|
34,590
|
|
||||
New revenue standard adoption impact (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
9,291
|
|
||||
Legal and other (2)
|
19,538
|
|
|
4,058
|
|
|
21,148
|
|
|
20,369
|
|
||||
Interest and other, net
|
47,749
|
|
|
41,060
|
|
|
99,443
|
|
|
82,802
|
|
||||
Other charges (income), net (Note 9)
|
1,147
|
|
|
6,530
|
|
|
2,610
|
|
|
(80,394
|
)
|
||||
Income (loss) before income taxes
|
$
|
(95,693
|
)
|
|
$
|
108,794
|
|
|
$
|
(31,584
|
)
|
|
$
|
250,431
|
|
(1)
|
Customer related asset impairments for the three-month and six-month periods ended September 27, 2019 primarily relate to additional provision for doubtful accounts receivable, and reserves for excess and obsolete inventory for certain customers experiencing financial difficulties and/or related to inventory that will not be recovered due to significant reductions in future customer demand as the Company reduces its exposure to certain higher volatility businesses.
|
(2)
|
Legal and other during the three-month and six-month periods ended September 27, 2019 primarily consists of direct and incremental costs associated with certain wind-down activities related to the disengagement of a certain customer primarily in China and India.
|
|
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 six-month period ended September 27, 2019
|
91,857
|
|
|
44,621
|
|
|
48,029
|
|
|
184,507
|
|
||||
Cash payments for charges incurred in the fiscal year 2019 and prior
|
(10,899
|
)
|
|
—
|
|
|
(2,260
|
)
|
|
(13,159
|
)
|
||||
Cash payments for charges incurred during the six-month period ended September 27, 2019
|
(76,453
|
)
|
|
—
|
|
|
(552
|
)
|
|
(77,005
|
)
|
||||
Non-cash charges incurred during the six-month period ended September 27, 2019
|
—
|
|
|
(44,621
|
)
|
|
(13,073
|
)
|
|
(57,694
|
)
|
||||
Balance as of September 27, 2019
|
27,739
|
|
|
—
|
|
|
41,344
|
|
|
69,083
|
|
||||
Less: Current portion (classified as other current liabilities)
|
27,739
|
|
|
—
|
|
|
41,344
|
|
|
69,083
|
|
||||
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 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.
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
Net sales:
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
China
|
$
|
1,446
|
|
|
24
|
%
|
|
$
|
1,730
|
|
|
26
|
%
|
|
$
|
2,897
|
|
|
24
|
%
|
|
$
|
3,400
|
|
|
26
|
%
|
Mexico
|
1,158
|
|
|
19
|
%
|
|
1,179
|
|
|
18
|
%
|
|
2,237
|
|
|
18
|
%
|
|
2,291
|
|
|
18
|
%
|
||||
U.S.
|
907
|
|
|
15
|
%
|
|
782
|
|
|
12
|
%
|
|
1,711
|
|
|
14
|
%
|
|
1,288
|
|
|
10
|
%
|
||||
Brazil
|
489
|
|
|
8
|
%
|
|
533
|
|
|
8
|
%
|
|
1,044
|
|
|
9
|
%
|
|
1,120
|
|
|
9
|
%
|
||||
Malaysia
|
408
|
|
|
7
|
%
|
|
550
|
|
|
8
|
%
|
|
834
|
|
|
7
|
%
|
|
1,018
|
|
|
8
|
%
|
||||
India
|
304
|
|
|
5
|
%
|
|
421
|
|
|
6
|
%
|
|
793
|
|
|
6
|
%
|
|
884
|
|
|
7
|
%
|
||||
Other
|
1,376
|
|
|
22
|
%
|
|
1,468
|
|
|
22
|
%
|
|
2,748
|
|
|
22
|
%
|
|
3,061
|
|
|
22
|
%
|
||||
|
$
|
6,088
|
|
|
|
|
|
$
|
6,663
|
|
|
|
|
|
$
|
12,264
|
|
|
|
|
|
$
|
13,062
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||
Property and equipment, net:
|
September 27, 2019
|
|
March 31, 2019
|
||||||||||
|
(In millions)
|
||||||||||||
Mexico
|
$
|
548
|
|
|
25
|
%
|
|
$
|
537
|
|
|
23
|
%
|
China
|
419
|
|
|
19
|
%
|
|
523
|
|
|
22
|
%
|
||
U.S.
|
378
|
|
|
17
|
%
|
|
361
|
|
|
15
|
%
|
||
India
|
216
|
|
|
10
|
%
|
|
219
|
|
|
9
|
%
|
||
Malaysia
|
127
|
|
|
6
|
%
|
|
138
|
|
|
6
|
%
|
||
Hungary
|
99
|
|
|
4
|
%
|
|
103
|
|
|
4
|
%
|
||
Other
|
430
|
|
|
19
|
%
|
|
454
|
|
|
21
|
%
|
||
|
$
|
2,217
|
|
|
|
|
|
$
|
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
|
|
Six-Month Periods Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
95.0
|
|
|
93.6
|
|
|
94.3
|
|
|
93.9
|
|
Restructuring charges
|
1.9
|
|
|
0.4
|
|
|
1.3
|
|
|
0.2
|
|
Gross profit
|
3.1
|
|
|
6.0
|
|
|
4.4
|
|
|
5.9
|
|
Selling, general and administrative expenses
|
3.4
|
|
|
3.4
|
|
|
3.4
|
|
|
3.6
|
|
Intangible amortization
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Restructuring charges (recoveries)
|
0.2
|
|
|
0.0
|
|
|
0.2
|
|
|
0.0
|
|
Interest and other, net
|
0.8
|
|
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
Other charges (income), net
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
|
(0.6
|
)
|
Income (loss) before income taxes
|
(1.6
|
)
|
|
1.6
|
|
|
(0.3
|
)
|
|
2.0
|
|
Provision for income taxes
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.4
|
|
Net income (loss)
|
(1.9
|
)%
|
|
1.3
|
%
|
|
(0.6
|
)%
|
|
1.6
|
%
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
Segments:
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
High Reliability Solutions
|
$
|
1,189
|
|
|
20
|
%
|
|
$
|
1,208
|
|
|
18
|
%
|
|
$
|
2,367
|
|
|
19
|
%
|
|
$
|
2,423
|
|
|
19
|
%
|
Industrial & Emerging Industries
|
1,786
|
|
|
29
|
%
|
|
1,566
|
|
|
24
|
%
|
|
3,422
|
|
|
28
|
%
|
|
3,012
|
|
|
23
|
%
|
||||
Communications & Enterprise Compute
|
1,729
|
|
|
28
|
%
|
|
2,141
|
|
|
32
|
%
|
|
3,587
|
|
|
29
|
%
|
|
4,095
|
|
|
31
|
%
|
||||
Consumer Technologies Group
|
1,385
|
|
|
23
|
%
|
|
1,748
|
|
|
26
|
%
|
|
2,887
|
|
|
24
|
%
|
|
3,531
|
|
|
27
|
%
|
||||
|
$
|
6,088
|
|
|
|
|
$
|
6,663
|
|
|
|
|
$
|
12,264
|
|
|
|
|
$
|
13,062
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
High Reliability Solutions
|
$
|
83
|
|
|
7.0
|
%
|
|
$
|
90
|
|
|
7.4
|
%
|
|
$
|
171
|
|
|
7.2
|
%
|
|
$
|
183
|
|
|
7.6
|
%
|
Industrial & Emerging Industries
|
111
|
|
|
6.2
|
%
|
|
66
|
|
|
4.2
|
%
|
|
207
|
|
|
6.0
|
%
|
|
117
|
|
|
3.9
|
%
|
||||
Communications & Enterprise Compute
|
32
|
|
|
1.8
|
%
|
|
63
|
|
|
2.9
|
%
|
|
58
|
|
|
1.6
|
%
|
|
109
|
|
|
2.7
|
%
|
||||
Consumer Technologies Group
|
27
|
|
|
1.9
|
%
|
|
31
|
|
|
1.7
|
%
|
|
57
|
|
|
2.0
|
%
|
|
58
|
|
|
1.6
|
%
|
||||
Corporate and Other
|
(26
|
)
|
|
|
|
(26
|
)
|
|
|
|
(57
|
)
|
|
|
|
(56
|
)
|
|
|
||||||||
Total segment income
|
227
|
|
|
3.7
|
%
|
|
224
|
|
|
3.3
|
%
|
|
435
|
|
|
3.5
|
%
|
|
411
|
|
|
3.1
|
%
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible amortization
|
16
|
|
|
|
|
18
|
|
|
|
|
33
|
|
|
|
|
37
|
|
|
|
||||||||
Stock-based compensation
|
19
|
|
|
|
|
19
|
|
|
|
|
34
|
|
|
|
|
40
|
|
|
|
||||||||
Customer related asset impairments (1)
|
91
|
|
|
|
|
—
|
|
|
|
|
91
|
|
|
|
|
17
|
|
|
|
||||||||
Restructuring charges (Note 17)
|
128
|
|
|
|
|
26
|
|
|
|
|
185
|
|
|
|
|
35
|
|
|
|
||||||||
New revenue standard adoption impact (Note 4)
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
9
|
|
|
|
||||||||
Legal and other (2)
|
20
|
|
|
|
|
4
|
|
|
|
|
21
|
|
|
|
|
20
|
|
|
|
||||||||
Interest and other, net
|
48
|
|
|
|
|
41
|
|
|
|
|
99
|
|
|
|
|
83
|
|
|
|
||||||||
Other charges (income), net (Note 9)
|
1
|
|
|
|
|
7
|
|
|
|
|
3
|
|
|
|
|
(80
|
)
|
|
|
||||||||
Income (loss) before income taxes
|
$
|
(96
|
)
|
|
|
|
$
|
109
|
|
|
|
|
$
|
(32
|
)
|
|
|
|
$
|
250
|
|
|
|
||||
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Customer related asset impairments for the three-month and six-month periods ended September 27, 2019 primarily relate to additional provision for doubtful accounts receivable, and reserves for excess and obsolete inventory for certain customers experiencing financial difficulties and/or related to inventory that will not be recovered due to significant reductions in future customer demand as the Company reduces its exposure to certain higher volatility businesses.
|
(2)
|
Legal and other during the three-month and six-month periods ended September 27, 2019 primarily consists of direct and incremental costs associated with certain wind-down activities related to the disengagement of a certain customer primarily in China and India.
|
|
Six-Month Periods Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
|
(In millions)
|
||||||
Net cash used in operating activities
|
(1,648
|
)
|
|
$
|
(1,708
|
)
|
|
Cash collection of deferred purchase price and other
|
2,167
|
|
|
1,813
|
|
||
Purchases of property and equipment
|
(271
|
)
|
|
(363
|
)
|
||
Proceeds from the disposition of property and equipment
|
53
|
|
|
13
|
|
||
Adjusted free cash flow
|
$
|
301
|
|
|
$
|
(245
|
)
|
•
|
fluctuations in the value of local currencies;
|
•
|
labor unrest, difficulties in staffing and geographic labor shortages;
|
•
|
longer payment cycles;
|
•
|
cultural differences;
|
•
|
increases in duties, tariffs, and taxation levied on our products including anti-dumping and countervailing duties;
|
•
|
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.
|
Period
|
|
Total Number of
Shares Purchased (1) |
|
Average Price
Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||
June 29, 2019 - August 2, 2019 (2)
|
|
148,905
|
|
|
$
|
10.76
|
|
|
148,905
|
|
|
$
|
270,920,458
|
|
August 3, 2019 - August 30, 2019 (2) (3)
|
|
3,721,732
|
|
|
$
|
9.98
|
|
|
3,721,732
|
|
|
$
|
484,411,060
|
|
August 31, 2019 - September 27, 2019 (3)
|
|
2,057,106
|
|
|
$
|
10.42
|
|
|
2,057,106
|
|
|
$
|
462,981,874
|
|
Total
|
|
5,927,743
|
|
|
|
|
|
5,927,743
|
|
|
|
|
(1)
|
During the period from June 29, 2019 through September 27, 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, we had shares in the aggregate amount of $272.5 million available to be repurchased under this plan, of which 2.3 million shares in the aggregate amount of $23.1 million were repurchased as of August 20, 2019 (after which authorization under this plan terminated).
|
(3)
|
On August 20, 2019, 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 September 27, 2019, shares in the aggregate amount of $463.0 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constitution of the Registrant (incorporating all amendments as at August 20, 2019)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Letter in lieu of consent of Deloitte & Touche LLP.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLEX LTD.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/ REVATHI ADVAITHI
|
|
|
Revathi Advaithi
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
October 29, 2019
|
|
|
|
/s/ CHRISTOPHER E. COLLIER
|
|
|
Christopher E. Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
October 29, 2019
|
|
1.
In this Constitution, if not inconsistent with the subject or context, the words or symbol standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof:
|
Interpretation.
|
WORDS
|
|
MEANINGS
|
"The Act"
|
..
|
The Companies Act, Cap. 50.
|
"This Constitution"
|
..
|
This Constitution as from time to time altered.
|
"The Company”
|
..
|
The above-named Company by whatever name from time to time called.
|
"Directors"
|
..
|
The Directors for the time being of the Company or such number of them as have authority to act for the Company.
|
"Director"
|
..
|
Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
|
"Dividend"
|
..
|
Includes bonus.
|
"Member"
|
..
|
A registered holder of any shares of the Company; provided, however, that a "Member" shall not include the Company in the holding of its shares as treasury shares, unless otherwise required by the Act.
|
"month"
|
..
|
Calendar month.
|
"Office"
|
..
|
The Registered Office of the Company for the time being.
|
"paid up"
|
..
|
Includes credited as paid up.
|
"Register"
|
..
|
The Register of Members.
|
“registered address” or “address”
|
..
|
In relation to any Member, his physical address for the service or delivery of notices or documents personally or by post, except where otherwise expressly provided in this Constitution.
|
"Seal"
|
..
|
The Common Seal of the Company or in appropriate cases the duplicate Common Seal.
|
"Secretary"
|
..
|
The Secretary or Secretaries appointed under this Constitution and shall include any person appointed by the Directors to perform the duties of Secretary and where two or more persons are appointed to act as Joint Secretaries shall include any one of those persons.
|
"Singapore"
|
..
|
The Republic of Singapore.
|
“Statutes”
|
..
|
The Act and every other act for the time being in force concerning companies and affecting the Company.
|
“writing", "written" and “in writing”
|
..
|
Written or produced by any substitute for writing or partly one and partly another and shall include (except where otherwise expressly specified in this Constitution or the context otherwise requires, and subject to any limitations, conditions or restrictions contained in the Statutes) any representation or reproduction of words, symbols or other information which may be displayed in a visible form, whether in a physical document or in an electronic communication or form or otherwise howsoever.
|
“$”
|
..
|
The lawful currency of Singapore.
|
2.
The name of the Company is Flex Ltd.
|
Name.
|
3.
The Office will be situated in the Republic of Singapore.
|
Office.
|
4.
Subject to the provisions of the Act and any other written law and this Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for these purposes, full rights, powers and privileges.
|
Business or activity.
|
5.
The Company is a public company.
|
Public Company.
|
6.
The liability of Members is limited.
|
Liability of Members.
|
7.
The Company shall not exercise any right in respect of treasury shares other than as provided by the Act. Subject thereto, the Company may deal with its treasury shares in the manner authorised by, or prescribed pursuant to, the Act.
|
Treasury Shares.
|
8.
(A) Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.
|
Prohibition against financial assistance.
|
(B) Notwithstanding the provisions of article 8(A) but subject to the Act, the Company may purchase or otherwise acquire its issued shares on such terms and in such manner as the Company may from time to time think fit. If required by the Act, any share that is so purchased or acquired by the Company shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase or acquisition by the Company. Upon the cancellation of a share, the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by, and in accordance with, the Act.
|
Company may acquire its own issued shares.
|
9.
The Company may issue shares for which no consideration is payable to the Company.
|
Issue of shares for no consideration.
|
10.
Subject to the Statutes and this Constitution, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of this Constitution, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration (if any) and at such time as the Company in General Meeting may approve.
|
Issue of Shares.
|
11.
The rights attached to shares issued upon special conditions shall be clearly defined in this Constitution. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Statutes and this Constitution, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.
|
Special Rights.
|
12.
Subject to the provisions of the Act, if at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of at least three-fourths of the shares of that class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of that class and to every such Special Resolution the provisions of Section 184 of the Act shall, with such adaptations as are necessary, apply. To every such separate General Meeting the provisions of this Constitution relating to General Meetings shall mutatis mutandis apply; provided, however, that the necessary quorum shall be at least two persons holding or representing by proxy or by attorney no less than one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll.
|
Variation of rights.
|
13.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by this Constitution as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.
|
Creation or issue of further shares with special rights.
|
(c) the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid.
|
|
25.
The Company shall provide a book to be called "Register of Transfers" which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.
|
Register of Transfers.
|
26.
The Register may be closed at such times and for such periods not exceeding in the aggregate thirty days in any calendar year as the Directors may from time to time determine.
|
Closure of Register.
|
31.
The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.
|
Calls on shares.
|
32.
A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.
|
Time when made.
|
33.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.
|
Interest on calls.
|
34.
Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of this Constitution be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
|
Sum due on allotment.
|
35.
The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.
|
Power to differentiate.
|
36.
The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned, the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
|
Payment in advance of calls.
|
37.
If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.
|
Notice requiring payment of calls.
|
38.
The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.
|
Notice to state time and place.
|
45.
A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal or as the case may be, official seal for use abroad delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
|
Title to shares forfeited or surrendered or sold to satisfy a lien.
|
50.
The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares.
|
Power to convert into stock.
|
51.
The holders of stock may transfer the same or any part thereof in the same manner and subject to the same articles as the shares from which the stock arose might have been transferred prior to conversion or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine.
|
Transfer of stock.
|
52.
The holders of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by the number of stock units which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.
|
Rights of stockholders.
|
53.
All of the provisions of this Constitution that are applicable to paid up shares shall apply to stock and the words "share" and "shareholder" or similar expressions herein shall include "stock" or "stockholder".
|
Interpretation.
|
54.
(A) Subject to the provisions of the Act the Company shall in each year hold an Annual General Meeting in accordance with the provisions of the Act in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
|
Annual General Meeting.
|
(B) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
|
Extraordinary General Meetings.
|
(C) The time and place of any General Meeting shall be determined by the Directors.
|
Time and place.
|
55.
The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
|
Calling Extraordinary General Meetings.
|
56.
Subject to the provisions of the Act as to Special Resolutions and special notice, at least fourteen days' notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:
(a) in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
|
Notice of Meetings.
|
(b) in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat, as is required by the Act.
Provided also that the accidental omission to give notice to, or the non-receipt by any person entitled thereto shall not invalidate the proceedings at any General Meeting.
|
|
57.
(A) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
|
Contents of notice.
|
(C) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.
|
Notice of General Meeting for special business and Special Resolutions.
|
58.
Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes:
(a) Declaring dividends;
(b) Reading, considering and laying the financial statements, the Directors’ statement and Auditor’s report, and other documents required to be attached to the financial statements;
(c) Appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement whether by rotation or otherwise; and
(d) Appointing or re-appointing the Auditor and fixing the remuneration of the Auditor or determining the manner in which such remuneration is to be fixed.
|
Routine business.
|
59.
No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Save as herein otherwise provided, the quorum at any General Meeting shall be Members holding in aggregate not less than 33 1/3 per cent of the total number of issued and fully paid shares in the capital of the Company for the time being, present in person or by proxy. For the purpose of this article, "Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.
|
Quorum.
|
60.
If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
|
Adjournment if quorum not present.
|
61.
Subject to the provisions of the Act, a resolution in writing signed by every Member of the Company entitled to vote or being a corporation by its duly authorised representative shall have the same effect and validity as an Ordinary Resolution of the Company passed at a General Meeting duly convened, held and constituted, and may consist of several documents in the like form, each signed by one or more of such Members.
|
Resolution in writing.
|
62.
The Chairman of the Board of Directors shall preside as chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the chair, one of their number present, to be chairman of the Meeting.
|
Chairman.
|
63.
The chairman of any General Meeting may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more (or sine die), notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.
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Adjournment.
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79.
An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll, to move any resolution or amendment thereto and to speak at the Meeting:
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Form of proxies.
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An instrument appointing a proxy shall, unless the contrary is stated thereon be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
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80.
A vote given in accordance with the terms of an instrument of proxy (which for the purposes of this Constitution shall also include a power of attorney) shall be valid notwithstanding the previous death or mental disorder of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided always that no intimation in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.
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Intervening death or mental disorder of principal not to revoke proxy.
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81.
Any corporation that is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company and such corporation shall for purposes of this Constitution (but subject to the Act) be deemed to be present in person at any such Meeting if the person so authorised is present thereat.
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Corporations acting by representatives.
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82.
Subject to the other provisions of Section 145 of the Act, the number of the Directors, all of whom shall be natural persons, shall not be less than two nor, unless otherwise determined by the Company in General Meeting, more than eleven twelve.
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Number of Directors.
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(B) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.
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Directors may exercise voting power conferred by Company's shares in another company.
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89.
The Directors may from time to time appoint one or more of their body to be Chief Executive Officer or Chief Executive Officers (or the equivalent position or positions) of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.
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Appointment of the Chief Executive Officer.
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90.
A Chief Executive Officer (or a person holding an equivalent position) who is a Director shall not, while he continues to hold that office, be subject to retirement as the other Directors and, by rotation unless the Board of Directors determines otherwise at its sole discretion, at any time, and he shall not be taken into account in determining the number of Directors to retire by rotation but he shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Chief Executive Officer (or hold such equivalent position). A Chief Executive Officer who is also a Director shall not automatically cease as Chief Executive Officer if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be subject to the provisions of any contract between him and the Company.
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Resignation, retirement and removal of the Chief Executive Officer.
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91.
Subject to Section 169 of the Act, the remuneration of a Chief Executive Officer (or a person holding an equivalent position) shall from time to time be fixed by the Directors and may, subject to this Constitution, be by way of salary or commission or participation in profits or by any or all of such modes.
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Remuneration of the Chief Executive Officer.
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92.
The Directors may from time to time entrust to and confer upon a Chief Executive Officer (or a person holding an equivalent position) for the time being such of the powers exercisable under this Constitution by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.
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Powers of the Chief Executive Officer.
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93.
The office of a Director shall be vacated in any one of the following events, namely:
(a) if he becomes prohibited from being a Director by reason of any order made under the Act;
(b) if he ceases to be a Director by virtue of any of the provisions of the Act or this Constitution;
(c) subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
(d) if he shall have a bankruptcy order made against him or if he shall make any arrangement or composition with his creditors generally;
(e) if he becomes mentally disordered and incapable of managing himself or his affairs or if in Singapore or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs; or
(f) if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
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Vacation of office of Director.
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94.
At each Annual General Meeting one-third all of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not more than one-third) shall retire from office by rotation. Provided, however, that no Director holding office as Chief Executive Officer (or an equivalent position) shall be subject to retirement by rotation unless otherwise determined in accordance with article 90 or be taken into account in determining the number of Directors to retire.
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Retirement of Directors. by rotation.
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95.
The Directors to retire in every year shall be those subject to retirement by rotation who have been longest in office since their last re-election or appointment. As between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election.
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Selection of Directors to retire. Retiring Director eligible for re-election.
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99.
Subject to the Act, no person other than a Director retiring at the General Meeting shall, unless recommended for election by the Directors, be eligible for appointment as a Director at any General Meeting unless a Member shall lodge at the Office a written notice of the proposed nomination not less than 45 days (exclusive of the date on which the notice is given) prior to the first anniversary of the date on which the Company first mailed its proxy statement for the prior year’s Annual General Meeting. Such notice shall set forth (a) as to each person whom the Member proposes to nominate for election or re-election as a Director, all information relating to such person that may be required to be disclosed under applicable laws governing the Company's solicitations for proxies for election of Directors (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the Member giving the notice, all information relating to such Member that may be required to be disclosed under applicable laws governing the Company's solicitations of proxies for election of Directors (including such person's name and address, as they appear on the Register of Members of the Company). The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. Notwithstanding the foregoing, in the case of a person recommended by the Directors for election, seven clear days' notice only shall be necessary.
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Notice of intention to appoint Director.
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100.
The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such Meeting.
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Directors' power to fill casual vacancies and to appoint additional Director.
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102.
(A) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of this Constitution questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
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Meetings of Directors.
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(B) The Directors may hold or participate in a meeting of the Directors by means of a conference telephone or a video conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and be heard by all other participants at the same time. Such participation shall constitute presence in person. Any such meeting shall be deemed to be held at the place where the person taking the minutes of the meeting is situated or at such place otherwise agreed upon by the Directors attending such meeting, provided that at least one of the Directors present at the meeting was at such place otherwise agreed upon for the duration of the meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum under this Constitution, all resolutions agreed to by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held.
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Participation in a meeting by conference telephone or video conference telephone.
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(C) In the case of a meeting which is not held in person, the fact that a Director is taking part in the meeting must be made known to all the other Directors taking part and no Director may disconnect or cease to take part in the meeting unless he makes known to all other Directors taking part that he is ceasing to take part in the meeting.
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103.
A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors.
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Convening meetings of Directors.
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104.
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.
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Quorum.
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111.
The business of the Company shall be managed by, or under the direction or supervision of the Directors who (in addition to the powers and authorities by this Constitution or otherwise expressly conferred upon them) may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by the Act expressly directed or required to be exercised or done by the Company in General Meeting and in particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company by this Constitution or permitted by law together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided, however, that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company's undertaking or property unless those proposals have been approved by the Company in General Meeting.
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General powers of Directors to manage Company's business.
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112.
(A) The Directors may from time to time by power of attorney under the Seal or as the case may be, the official seal for use abroad appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.
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Power to appoint attorneys.
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(B) The Company or the Directors on behalf of the Company may in exercise of the powers in that behalf conferred by the Act cause to be kept a Branch Register or Registers of Members and the Directors may (subject to the provisions of the Act) make and vary such regulations as they may think fit in respect of the keeping of any such Branch Register.
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Registers.
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113.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by Resolution determine.
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Cheques, etc.
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114.
Subject as hereinafter provided and to the provisions of the Act, the Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures or otherwise as they may think fit.
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Directors' borrowing powers.
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115.
The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
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Secretary.
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116.
(A) Where the Company has a Seal, the The Directors shall provide for the safe custody of the Seal and the official seal for use abroad, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf.
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Seal.
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(B) Where the Company has a Seal, every Every instrument to which the Seal shall be affixed shall (subject to the provisions of this Constitution as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.
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Affixing Seal.
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(C) Where the Company has a Seal, the The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors. For the avoidance of doubt, the affixation of the official seal need not comply with the signature requirements prescribed by article 116(B), and need only comply with the execution formalities prescribed under the Act.
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Official seal.
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(D) Where the Company has a Seal, the The Company may have a duplicate Seal as referred to in Section 124 of the Act which shall be a facsimile of the Seal with the addition on its face of the words "Share Seal".
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Share Seal.
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117.
Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the Constitution of the Company and any resolutions passed by the Company or the Directors, and any books, records, documents, accounts and financial statements relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents, accounts or financial statements are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.
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Power to authenticate documents.
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118.
A document purporting to be a copy of a resolution of the Directors or an extract from the minutes of a meeting of Directors which is certified as such in accordance with the provisions of the last preceding article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.
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Certified copies of resolution of the Directors.
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127.
The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such Resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they deem expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as the Directors may deem expedient.
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Payment of dividend in specie.
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128.
Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.
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Dividends payable by cheque.
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129.
A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.
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Effect of transfer.
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130.
The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.
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Power to carry profit to reserve.
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131.
The Company may, upon the recommendation of the Directors, by Ordinary Resolution:
(a) issue bonus shares, for which no consideration is payable to the Company, to the Members holding shares in the Company in proportion to their then holdings of shares; and/or
(b) capitalise any sum for the time being standing to the credit of any of the Company's reserve accounts or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum is not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full new shares or debentures of the Company, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other.
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Power to issue free bonus shares and/or to capitalise reserves.
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132.
Whenever such a resolution as aforesaid shall have been passed, the Directors may do all acts and things considered necessary or expedient to give effect to any such bonus issue and/or capitalisation with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for any such bonus issue and/or capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all such Members.
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Power of Directors to give effect to bonus issues and/or capitalisations.
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133.
The Directors shall cause minutes to be made in books to be provided for the purpose:
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of Directors and of any committee of Directors; and
(c) of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors.
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Minutes.
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134.
The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges, created by or affecting property of the Company, in regard to keeping the Register, a Register of Mortgages and Charges and a Register of Directors' Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.
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Keeping of Registers, etc.
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135.
Any register, index, minute book, book of accounts or other book required by this Constitution or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.
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Form of registers, etc.
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136.
The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.
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Directors to keep proper accounts.
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137.
Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.
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Location and inspection.
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138.
In accordance with the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such financial statements, balance sheets, reports, statements and other documents as may be necessary.
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Presentation of financial statements.
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139.
A copy of the financial statements and, if required, the balance sheet (including every document required by law to be attached thereto), which is duly audited and which is to be laid before the Company in General Meeting accompanied by a copy of the Auditor’s report thereon, shall not less than fourteen days before the date of the Meeting be sent to every Member of the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or under this Constitution. Provided always that this article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of a holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.
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Copies of financial statements.
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140.
Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.
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Appointment of Auditors.
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141.
Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.
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Validity of acts of Auditors.
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142.
The Auditors shall be entitled to attend any General Meeting and to receive all notices and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.
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Auditors entitled to attend General Meetings.
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143.
(A) Any notice or document (including a share certificate) may be served on or delivered to any Member by the Company either personally or by sending it through the post in a prepaid cover addressed to such Member at his registered address appearing in the Register of Members. Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
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Service of notice.
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(B) Without prejudice to the provisions of article 143(A), but subject otherwise to the Act and any regulations made thereunder relating to electronic communications, any notice or document (including, without limitation, any accounts, balance-sheet, financial statements or report) which is required or permitted to be given, sent or served under the Act or under this Constitution by the Company, or by the Directors, to a Member may be given, sent or served using electronic communications:
(a) to the current address of that person; or
(b) by making it available on a website prescribed by the Company from time to time,
in accordance with the provisions of this Constitution, and/or any other applicable regulations or procedures.
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Electronic communications.
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(C) For the purposes of article 143(B) above, a Member shall be deemed to have agreed to receive such notice or document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such notice or document.
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Implied consent.
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(D) Notwithstanding article 143(C) above, the Directors may, at their discretion, at any time give a Member an opportunity to elect within a specified period of time whether to receive such notice or document by way of electronic communications or as a physical copy, and a Member shall be deemed to have consented to receive such notice or document by way of electronic communications if he was given such an opportunity and he failed to make an election within the specified time, and he shall not in such an event have a right to receive a physical copy of such notice or document.
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Deemed consent.
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146.
A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying to the Company also an address for the service of notice, shall be entitled to have served upon or delivered to him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member or given, sent or served to any Member using electronic communications in pursuance of this Constitution shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or first-named joint holder.
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Service of notices after death, bankruptcy etc.
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147.
Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.
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Signature on notice.
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148.
When a given number of days' notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by this Constitution or by the Act, not be counted in such number of days or period.
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Day of service not counted.
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149.
(A) Notice of every General Meeting shall be given in the manner hereinbefore authorised to:
(a) every Member;
(b) every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
(c) the Auditor for the time being of the Company.
(B) No other person shall be entitled to receive notices of General Meetings.
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Persons entitled to receive notice of General Meeting.
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150.
The provisions of articles 143, 147 and 148 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.
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Notice of meetings of Directors or any committee of Directors.
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151.
If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.
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Distribution of assets in specie.
|
152.
Subject to the provisions of and so far as may be permitted by the Act and the Statutes, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties (including, without limitation, where he serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise) or in relation thereto. Without prejudice to the generality of the foregoing, no Director, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, wilful default, breach of duty or breach of trust.
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Indemnity of Directors and officers.
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153.
No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trade or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the Members of the Company to communicate to the public save as may be authorised by law.
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Secrecy.
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154.
(A) A Member who is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal data is provided by that Member or is collected through a third party) by the Company (or its agents or service providers) from time to time for any of the following purposes:
(a) implementation and administration of any corporate action by the Company (or its agents or service providers);
(b) internal analysis and/or market research by the Company (or its agents or service providers);
(c) investor relations communications by the Company (or its agents or service providers);
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Personal data of Members.
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(d) administration by the Company (or its agents or service providers) of that Member’s holding of shares in the Company;
(e) implementation and administration of any service provided by the Company (or its agents or service providers) to its Members to receive notices of meetings, annual reports and other shareholder communications and/or for proxy appointment, whether by electronic means or otherwise;
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(f) processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any General Meeting (including any adjournment thereof);
(g) implementation and administration of, and compliance with, any provision of this Constitution;
(h) compliance with any applicable laws, listing rules, take-over rules, regulations and/or guidelines; and
(i) purposes which are reasonably related to any of the above purposes.
(B) Any Member who appoints a proxy and/or representative for any General Meeting and/or any adjournment thereof is deemed to have warranted that where such Member discloses the personal data of such proxy and/or representative to the Company (or its agents or service providers), that Member has obtained the prior consent of such proxy and/or representative for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy and/or representative for the purposes specified in articles 154(A)(f) and 154(A)(h), and is deemed to have agreed to indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of such Member’s breach of warranty.
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Personal data of proxies and/or representatives.
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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.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Christopher E. Collier
|
|
Christopher E. Collier
|
|
Chief Financial Officer
|
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended September 27, 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
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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:
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October 29, 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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|
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(Principal Executive Officer)
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|
|
|
Date:
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October 29, 2019
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/s/ Christopher E. Collier
|
|
|
Christopher E. Collier
|
|
|
Chief Financial Officer
|
|
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(Principal Financial Officer)
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