Singapore
|
|
Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
|
incorporation or organization)
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Identification No.)
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2 Changi South Lane,
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Singapore
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|
486123
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(Address of registrant’s principal executive offices)
|
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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|
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
|
|
Outstanding at October 20, 2015
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Ordinary Shares, No Par Value
|
|
556,305,165
|
|
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Page
|
|
|
|
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/s/ DELOITTE & TOUCHE LLP
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San Jose, California
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October 26, 2015
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|
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As of
September 25, 2015 |
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As of
March 31, 2015 |
||||
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(In thousands, except share amounts)
(Unaudited) |
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,668,427
|
|
|
$
|
1,628,408
|
|
Accounts receivable, net of allowance for doubtful accounts
|
2,546,810
|
|
|
2,337,515
|
|
||
Inventories
|
3,561,326
|
|
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3,488,752
|
|
||
Other current assets
|
1,208,931
|
|
|
1,286,225
|
|
||
Total current assets
|
8,985,494
|
|
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8,740,900
|
|
||
Property and equipment, net
|
2,218,030
|
|
|
2,092,167
|
|
||
Goodwill and other intangible assets, net
|
981,838
|
|
|
415,175
|
|
||
Other assets
|
474,977
|
|
|
417,382
|
|
||
Total assets
|
$
|
12,660,339
|
|
|
$
|
11,665,624
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Bank borrowings and current portion of long-term debt
|
$
|
47,972
|
|
|
$
|
46,162
|
|
Accounts payable
|
4,787,941
|
|
|
4,561,194
|
|
||
Accrued payroll
|
401,000
|
|
|
339,739
|
|
||
Other current liabilities
|
1,795,867
|
|
|
1,809,128
|
|
||
Total current liabilities
|
7,032,780
|
|
|
6,756,223
|
|
||
Long-term debt, net of current portion
|
2,618,178
|
|
|
2,037,571
|
|
||
Other liabilities
|
553,806
|
|
|
475,580
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Flextronics International Ltd. shareholders’ equity
|
|
|
|
|
|
||
Ordinary shares, no par value; 607,536,479 and 613,562,761 issued, and 557,297,124 and 563,323,406 outstanding as of September 25, 2015 and March 31, 2015, respectively
|
7,111,513
|
|
|
7,265,827
|
|
||
Treasury stock, at cost; 50,239,355 shares as of September 25, 2015 and March 31, 2015
|
(388,215
|
)
|
|
(388,215
|
)
|
||
Accumulated deficit
|
(4,102,466
|
)
|
|
(4,336,293
|
)
|
||
Accumulated other comprehensive loss
|
(200,704
|
)
|
|
(180,505
|
)
|
||
Total Flextronics International Ltd. shareholders’ equity
|
2,420,128
|
|
|
2,360,814
|
|
||
Noncontrolling interests
|
35,447
|
|
|
35,436
|
|
||
Total shareholders’ equity
|
2,455,575
|
|
|
2,396,250
|
|
||
Total liabilities and shareholders’ equity
|
$
|
12,660,339
|
|
|
$
|
11,665,624
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands, except per share amounts)
(Unaudited) |
||||||||||||||
Net sales
|
$
|
6,316,762
|
|
|
$
|
6,528,517
|
|
|
$
|
11,883,010
|
|
|
$
|
13,171,262
|
|
Cost of sales
|
5,919,846
|
|
|
6,151,436
|
|
|
11,133,753
|
|
|
12,413,396
|
|
||||
Gross profit
|
396,916
|
|
|
377,081
|
|
|
749,257
|
|
|
757,866
|
|
||||
Selling, general and administrative expenses
|
216,796
|
|
|
204,590
|
|
|
426,181
|
|
|
413,867
|
|
||||
Intangible amortization
|
16,127
|
|
|
8,232
|
|
|
23,798
|
|
|
15,183
|
|
||||
Interest and other, net
|
22,035
|
|
|
12,506
|
|
|
38,540
|
|
|
31,143
|
|
||||
Other charges (income), net
|
1,678
|
|
|
(2,584
|
)
|
|
1,842
|
|
|
(46,593
|
)
|
||||
Income before income taxes
|
140,280
|
|
|
154,337
|
|
|
258,896
|
|
|
344,266
|
|
||||
Provision for income taxes
|
17,303
|
|
|
15,434
|
|
|
25,069
|
|
|
31,476
|
|
||||
Net income
|
$
|
122,977
|
|
|
$
|
138,903
|
|
|
$
|
233,827
|
|
|
$
|
312,790
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.41
|
|
|
$
|
0.52
|
|
Weighted-average shares used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
563,333
|
|
|
585,760
|
|
|
564,417
|
|
|
586,497
|
|
||||
Diluted
|
569,655
|
|
|
595,871
|
|
|
573,288
|
|
|
598,586
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands)
(Unaudited) |
||||||||||||||
Net income
|
$
|
122,977
|
|
|
$
|
138,903
|
|
|
$
|
233,827
|
|
|
$
|
312,790
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net of zero tax
|
(30,267
|
)
|
|
(5,683
|
)
|
|
(27,484
|
)
|
|
(9,828
|
)
|
||||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(5,544
|
)
|
|
(2,433
|
)
|
|
7,285
|
|
|
8,292
|
|
||||
Comprehensive income
|
$
|
87,166
|
|
|
$
|
130,787
|
|
|
$
|
213,628
|
|
|
$
|
311,254
|
|
|
Six-Month Periods Ended
|
||||||
|
September 25, 2015
|
|
September 26, 2014
|
||||
|
(In thousands)
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
233,827
|
|
|
$
|
312,790
|
|
Depreciation, amortization and other impairment charges
|
230,894
|
|
|
260,328
|
|
||
Changes in working capital and other
|
197,274
|
|
|
(266,873
|
)
|
||
Net cash provided by operating activities
|
661,995
|
|
|
306,245
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(296,401
|
)
|
|
(167,204
|
)
|
||
Proceeds from the disposition of property and equipment
|
2,383
|
|
|
28,809
|
|
||
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
|
(641,913
|
)
|
|
(38,082
|
)
|
||
Other investing activities, net
|
(10,516
|
)
|
|
(28,855
|
)
|
||
Net cash used in investing activities
|
(946,447
|
)
|
|
(205,332
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from bank borrowings and long-term debt
|
595,553
|
|
|
11,387
|
|
||
Repayments of bank borrowings and long-term debt
|
(21,090
|
)
|
|
(9,185
|
)
|
||
Payments for repurchases of ordinary shares
|
(241,978
|
)
|
|
(206,771
|
)
|
||
Net proceeds from issuance of ordinary shares
|
49,074
|
|
|
11,412
|
|
||
Other financing activities, net
|
(37,872
|
)
|
|
3,382
|
|
||
Net cash provided by (used in) financing activities
|
343,687
|
|
|
(189,775
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(19,216
|
)
|
|
9,486
|
|
||
Net increase (decrease) in cash and cash equivalents
|
40,019
|
|
|
(79,376
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,628,408
|
|
|
1,593,728
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,668,427
|
|
|
$
|
1,514,352
|
|
|
|
|
|
|
|
||
Non-cash investing activity:
|
|
|
|
|
|
||
Unpaid purchases of property and equipment
|
$
|
99,178
|
|
|
$
|
51,814
|
|
|
As of
September 25, 2015 |
|
As of
March 31, 2015 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
2,265,927
|
|
|
$
|
2,330,428
|
|
Work-in-progress
|
669,280
|
|
|
557,786
|
|
||
Finished goods
|
626,119
|
|
|
600,538
|
|
||
|
$
|
3,561,326
|
|
|
$
|
3,488,752
|
|
|
|
HRS
|
|
CTG
|
|
IEI
|
|
INS
|
|
Amount
|
||||||||||
|
(In thousands)
|
|||||||||||||||||||
Balance, beginning of the year
|
|
$
|
93,138
|
|
|
$
|
68,234
|
|
|
$
|
64,221
|
|
|
$
|
108,038
|
|
|
$
|
333,631
|
|
Additions (1)
|
|
292,608
|
|
|
—
|
|
|
2,982
|
|
|
3,575
|
|
|
299,165
|
|
|||||
Purchase accounting adjustments (2)
|
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|||||
Foreign currency translation adjustments
|
|
(5,562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,562
|
)
|
|||||
Balance, end of the period
|
|
$
|
380,309
|
|
|
$
|
68,234
|
|
|
$
|
67,203
|
|
|
$
|
111,613
|
|
|
$
|
627,359
|
|
(1)
|
The goodwill generated from the Company’s business combinations completed during the
six-month period ended
September 25, 2015
is primarily related to value placed on the acquired employee workforces, service offerings and capabilities of the acquired businesses. The goodwill is not deductible for income tax purposes. See note 12 for additional information.
|
(2)
|
Includes adjustments based on management's estimates resulting from their review and finalization of the valuation of assets and liabilities acquired through certain business combinations completed in a period subsequent to the respective acquisition. These adjustments were not individually, nor in the aggregate, significant to the Company.
|
|
As of September 25, 2015
|
|
As of March 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer-related intangibles
|
$
|
279,204
|
|
|
$
|
(93,401
|
)
|
|
$
|
185,803
|
|
|
$
|
133,853
|
|
|
$
|
(80,506
|
)
|
|
$
|
53,347
|
|
Licenses and other intangibles
|
190,742
|
|
|
(22,066
|
)
|
|
168,676
|
|
|
39,985
|
|
|
(11,788
|
)
|
|
28,197
|
|
||||||
Total
|
$
|
469,946
|
|
|
$
|
(115,467
|
)
|
|
$
|
354,479
|
|
|
$
|
173,838
|
|
|
$
|
(92,294
|
)
|
|
$
|
81,544
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2016 (1)
|
$
|
30,583
|
|
2017
|
54,734
|
|
|
2018
|
48,934
|
|
|
2019
|
44,593
|
|
|
2020
|
39,971
|
|
|
Thereafter
|
135,664
|
|
|
Total amortization expense
|
$
|
354,479
|
|
(1)
|
Represents estimated amortization for the remaining
six
-month period ending
March 31, 2016
.
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Cost of sales
|
$
|
2,015
|
|
|
$
|
1,868
|
|
|
$
|
4,033
|
|
|
$
|
3,478
|
|
Selling, general and administrative expenses
|
14,185
|
|
|
9,051
|
|
|
28,293
|
|
|
19,122
|
|
||||
Total share-based compensation expense
|
$
|
16,200
|
|
|
$
|
10,919
|
|
|
$
|
32,326
|
|
|
$
|
22,600
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Net income
|
$
|
122,977
|
|
|
$
|
138,903
|
|
|
$
|
233,827
|
|
|
$
|
312,790
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average ordinary shares outstanding
|
563,333
|
|
|
585,760
|
|
|
564,417
|
|
|
586,497
|
|
||||
Basic earnings per share
|
0.22
|
|
|
0.24
|
|
|
0.41
|
|
|
0.53
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
122,977
|
|
|
$
|
138,903
|
|
|
$
|
233,827
|
|
|
$
|
312,790
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary shares outstanding
|
563,333
|
|
|
585,760
|
|
|
564,417
|
|
|
586,497
|
|
||||
Weighted-average ordinary share equivalents from stock options and awards (1) (2)
|
6,322
|
|
|
10,111
|
|
|
8,871
|
|
|
12,089
|
|
||||
Weighted-average ordinary shares and ordinary share equivalents outstanding
|
569,655
|
|
|
595,871
|
|
|
573,288
|
|
|
598,586
|
|
||||
Diluted earnings per share
|
0.22
|
|
|
0.23
|
|
|
0.41
|
|
|
0.52
|
|
|
As of September 25, 2015
|
|
As of March 31, 2015
|
||||
|
(In thousands)
|
||||||
Term Loan, including current portion, due in installments through August 2018
|
$
|
588,750
|
|
|
$
|
592,500
|
|
Term Loan, including current portion, due in installments through March 2019
|
468,750
|
|
|
475,000
|
|
||
4.625% Notes due February 2020
|
500,000
|
|
|
500,000
|
|
||
5.000% Notes due February 2023
|
500,000
|
|
|
500,000
|
|
||
4.750% Notes due June 2025
|
595,402
|
|
|
—
|
|
||
Other
|
13,248
|
|
|
16,233
|
|
||
Total
|
$
|
2,666,150
|
|
|
$
|
2,083,733
|
|
Fiscal Year Ending March 31,
|
Amount
|
||
|
(In thousands)
|
||
2016 (1)
|
$
|
30,000
|
|
2017
|
52,500
|
|
|
2018
|
52,500
|
|
|
2019
|
922,500
|
|
|
2020
|
500,000
|
|
|
Thereafter
|
1,108,650
|
|
|
Total
|
$
|
2,666,150
|
|
(1)
|
Represents scheduled repayment for the remaining
six
-month period ending
March 31, 2016
.
|
|
|
Foreign Currency Amount
|
|
Notional Contract Value in USD
|
||||||||||
Currency
|
|
Buy
|
|
Sell
|
|
Buy
|
|
Sell
|
||||||
|
|
(In thousands)
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||
CNY
|
|
1,543,000
|
|
|
—
|
|
|
$
|
241,709
|
|
|
$
|
—
|
|
EUR
|
|
4,790
|
|
|
60,780
|
|
|
5,367
|
|
|
69,534
|
|
||
HUF
|
|
13,758,000
|
|
|
—
|
|
|
49,370
|
|
|
—
|
|
||
ILS
|
|
176,700
|
|
|
—
|
|
|
44,759
|
|
|
—
|
|
||
MXN
|
|
1,414,000
|
|
|
—
|
|
|
82,580
|
|
|
—
|
|
||
MYR
|
|
196,000
|
|
|
—
|
|
|
45,094
|
|
|
—
|
|
||
Other
|
|
N/A
|
|
|
N/A
|
|
|
52,524
|
|
|
500
|
|
||
|
|
|
|
|
|
|
|
521,403
|
|
|
70,034
|
|
||
Other Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BRL
|
|
—
|
|
|
686,000
|
|
|
—
|
|
|
165,929
|
|
||
CAD
|
|
19,200
|
|
|
12,500
|
|
|
14,403
|
|
|
9,377
|
|
||
CHF
|
|
16,919
|
|
|
43,701
|
|
|
17,320
|
|
|
44,712
|
|
||
CNY
|
|
4,719,018
|
|
|
3,236,303
|
|
|
738,966
|
|
|
512,000
|
|
||
DKK
|
|
197,200
|
|
|
155,700
|
|
|
29,614
|
|
|
23,382
|
|
||
EUR
|
|
597,631
|
|
|
1,007,752
|
|
|
670,293
|
|
|
1,130,041
|
|
||
GBP
|
|
32,393
|
|
|
59,840
|
|
|
49,449
|
|
|
91,382
|
|
||
HUF
|
|
20,332,000
|
|
|
20,408,000
|
|
|
72,961
|
|
|
73,234
|
|
||
ILS
|
|
62,000
|
|
|
85,100
|
|
|
15,705
|
|
|
21,556
|
|
||
JPY
|
|
2,256,614
|
|
|
1,700,061
|
|
|
18,807
|
|
|
14,079
|
|
||
MXN
|
|
1,473,560
|
|
|
331,830
|
|
|
86,059
|
|
|
19,380
|
|
||
MYR
|
|
384,331
|
|
|
94,650
|
|
|
88,423
|
|
|
21,776
|
|
||
SEK
|
|
474,290
|
|
|
886,483
|
|
|
56,315
|
|
|
105,026
|
|
||
SGD
|
|
43,268
|
|
|
8,348
|
|
|
30,353
|
|
|
5,856
|
|
||
Other
|
|
N/A
|
|
|
N/A
|
|
|
91,499
|
|
|
52,884
|
|
||
|
|
|
|
|
|
|
|
1,980,167
|
|
|
2,290,614
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Notional Contract Value in USD
|
|
|
|
|
|
|
|
$
|
2,501,570
|
|
|
$
|
2,360,648
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location |
|
September 25,
2015 |
|
March 31,
2015 |
|
Balance Sheet
Location |
|
September 25,
2015 |
|
March 31,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
2,507
|
|
|
$
|
2,896
|
|
|
Other current liabilities
|
|
$
|
11,923
|
|
|
$
|
19,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
17,119
|
|
|
$
|
22,933
|
|
|
Other current liabilities
|
|
$
|
14,581
|
|
|
$
|
11,328
|
|
|
Three-Month Periods Ended
|
||||||||||||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
||||||||||||||||||||
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Beginning balance
|
$
|
(55,437
|
)
|
|
$
|
(109,456
|
)
|
|
$
|
(164,893
|
)
|
|
$
|
(22,124
|
)
|
|
$
|
(97,452
|
)
|
|
$
|
(119,576
|
)
|
Other comprehensive loss before reclassifications
|
(13,818
|
)
|
|
(30,267
|
)
|
|
(44,085
|
)
|
|
(2,965
|
)
|
|
(3,099
|
)
|
|
(6,064
|
)
|
||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
8,274
|
|
|
—
|
|
|
8,274
|
|
|
532
|
|
|
(2,584
|
)
|
|
(2,052
|
)
|
||||||
Net current-period other comprehensive loss
|
(5,544
|
)
|
|
(30,267
|
)
|
|
(35,811
|
)
|
|
(2,433
|
)
|
|
(5,683
|
)
|
|
(8,116
|
)
|
||||||
Ending balance
|
$
|
(60,981
|
)
|
|
$
|
(139,723
|
)
|
|
$
|
(200,704
|
)
|
|
$
|
(24,557
|
)
|
|
$
|
(103,135
|
)
|
|
$
|
(127,692
|
)
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
||||||||||||||||||||
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
|
Unrealized gain
(loss) on derivative instruments and other |
|
Foreign currency
translation adjustments |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Beginning balance
|
$
|
(68,266
|
)
|
|
$
|
(112,239
|
)
|
|
$
|
(180,505
|
)
|
|
$
|
(32,849
|
)
|
|
$
|
(93,307
|
)
|
|
$
|
(126,156
|
)
|
Other comprehensive gain (loss) before reclassifications
|
(14,419
|
)
|
|
(27,636
|
)
|
|
(42,055
|
)
|
|
(1,965
|
)
|
|
2,008
|
|
|
43
|
|
||||||
Net (gains) losses reclassified from accumulated other comprehensive loss
|
21,704
|
|
|
152
|
|
|
21,856
|
|
|
10,257
|
|
|
(11,836
|
)
|
|
(1,579
|
)
|
||||||
Net current-period other comprehensive gain (loss)
|
7,285
|
|
|
(27,484
|
)
|
|
(20,199
|
)
|
|
8,292
|
|
|
(9,828
|
)
|
|
(1,536
|
)
|
||||||
Ending balance
|
$
|
(60,981
|
)
|
|
$
|
(139,723
|
)
|
|
$
|
(200,704
|
)
|
|
$
|
(24,557
|
)
|
|
$
|
(103,135
|
)
|
|
$
|
(127,692
|
)
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Beginning balance
|
$
|
516,287
|
|
|
$
|
463,124
|
|
|
$
|
600,672
|
|
|
$
|
470,908
|
|
Transfers of receivables
|
983,677
|
|
|
720,921
|
|
|
1,750,725
|
|
|
1,499,781
|
|
||||
Collections
|
(962,345
|
)
|
|
(757,988
|
)
|
|
(1,813,778
|
)
|
|
(1,544,632
|
)
|
||||
Ending balance
|
$
|
537,619
|
|
|
$
|
426,057
|
|
|
$
|
537,619
|
|
|
$
|
426,057
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25,
2015 |
|
September 26,
2014 |
|
September 25,
2015 |
|
September 26,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Beginning balance
|
$
|
4,500
|
|
|
$
|
11,300
|
|
|
$
|
4,500
|
|
|
$
|
11,300
|
|
Additions to accrual
|
—
|
|
|
4,500
|
|
|
—
|
|
|
4,500
|
|
||||
Payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
4,500
|
|
|
$
|
15,800
|
|
|
$
|
4,500
|
|
|
$
|
15,800
|
|
|
Fair Value Measurements as of September 25, 2015
|
||||||||||||||
|
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)
|
$
|
—
|
|
|
$
|
447,217
|
|
|
$
|
—
|
|
|
$
|
447,217
|
|
Deferred purchase price receivable (Note 10)
|
—
|
|
|
—
|
|
|
537,619
|
|
|
537,619
|
|
||||
Foreign exchange contracts (Note 8)
|
—
|
|
|
19,626
|
|
|
—
|
|
|
19,626
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
8,939
|
|
|
37,676
|
|
|
—
|
|
|
46,615
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Foreign exchange contracts (Note 8)
|
$
|
—
|
|
|
$
|
(26,504
|
)
|
|
$
|
—
|
|
|
$
|
(26,504
|
)
|
Contingent consideration in connection with business acquisitions
|
—
|
|
|
—
|
|
|
(4,500
|
)
|
|
(4,500
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of March 31, 2015
|
||||||||||||||
|
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)
|
$
|
—
|
|
|
$
|
674,859
|
|
|
$
|
—
|
|
|
$
|
674,859
|
|
Deferred purchase price receivable (Note 10)
|
—
|
|
|
—
|
|
|
600,672
|
|
|
600,672
|
|
||||
Foreign exchange contracts (Note 8)
|
—
|
|
|
25,829
|
|
|
—
|
|
|
25,829
|
|
||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Mutual funds, money market accounts and equity securities
|
9,068
|
|
|
37,041
|
|
|
—
|
|
|
46,109
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
0
|
|
||||
Foreign exchange contracts (Note 8)
|
$
|
—
|
|
|
$
|
(31,057
|
)
|
|
$
|
—
|
|
|
$
|
(31,057
|
)
|
Contingent consideration in connection with business acquisitions
|
—
|
|
|
—
|
|
|
(4,500
|
)
|
|
(4,500
|
)
|
|
As of September 25, 2015
|
|
As of March 31, 2015
|
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Fair Value
Hierarchy |
||||||||
|
(In thousands)
|
||||||||||||||||
Term Loan, including current portion, due in installments through August 2018
|
$
|
588,750
|
|
|
$
|
586,177
|
|
|
$
|
592,500
|
|
|
$
|
582,131
|
|
|
Level 1
|
Term Loan, including current portion, due in installments through March 2019
|
468,750
|
|
|
466,992
|
|
|
475,000
|
|
|
465,500
|
|
|
Level 1
|
||||
4.625% Notes due February 2020
|
500,000
|
|
|
520,625
|
|
|
500,000
|
|
|
523,750
|
|
|
Level 1
|
||||
5.000% Notes due February 2023
|
500,000
|
|
|
502,750
|
|
|
500,000
|
|
|
543,150
|
|
|
Level 1
|
||||
4.750% Notes due June 2025
|
595,402
|
|
|
585,000
|
|
|
—
|
|
|
—
|
|
|
Level 1
|
||||
Total
|
$
|
2,652,902
|
|
|
$
|
2,661,544
|
|
|
$
|
2,067,500
|
|
|
$
|
2,114,531
|
|
|
|
Current assets:
|
|
||
Accounts receivable
|
$
|
41,392
|
|
Inventories
|
19,169
|
|
|
Other current assets
|
2,790
|
|
|
Total current assets
|
63,351
|
|
|
Property and equipment, net
|
39,256
|
|
|
Other assets
|
942
|
|
|
Intangibles
|
280,000
|
|
|
Goodwill
|
290,478
|
|
|
Total assets
|
$
|
674,027
|
|
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
28,002
|
|
Accrued liabilities & other current liabilities
|
20,677
|
|
|
Total current liabilities
|
48,679
|
|
|
Other liabilities
|
70,190
|
|
|
Total aggregate purchase price
|
$
|
555,158
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Integrated Network Solutions
|
$
|
2,204,966
|
|
|
$
|
2,340,707
|
|
|
$
|
4,171,528
|
|
|
$
|
4,781,133
|
|
Consumer Technology Group
|
2,011,089
|
|
|
2,209,543
|
|
|
3,576,052
|
|
|
4,431,683
|
|
||||
Industrial & Emerging Industries
|
1,145,842
|
|
|
1,097,202
|
|
|
2,275,981
|
|
|
2,221,668
|
|
||||
High Reliability Solutions
|
954,865
|
|
|
881,065
|
|
|
1,859,449
|
|
|
1,736,778
|
|
||||
|
$
|
6,316,762
|
|
|
$
|
6,528,517
|
|
|
$
|
11,883,010
|
|
|
$
|
13,171,262
|
|
Segment income and reconciliation of income before tax:
|
|
|
|
|
|
|
|
||||||||
Integrated Network Solutions
|
$
|
65,758
|
|
|
$
|
57,643
|
|
|
$
|
122,822
|
|
|
$
|
130,354
|
|
Consumer Technology Group
|
41,170
|
|
|
53,336
|
|
|
80,013
|
|
|
83,200
|
|
||||
Industrial & Emerging Industries
|
32,268
|
|
|
35,582
|
|
|
61,268
|
|
|
82,906
|
|
||||
High Reliability Solutions
|
71,199
|
|
|
48,801
|
|
|
131,085
|
|
|
102,944
|
|
||||
Corporate and Other
|
(14,075
|
)
|
|
(11,952
|
)
|
|
(39,786
|
)
|
|
(32,805
|
)
|
||||
Total segment income
|
196,320
|
|
|
183,410
|
|
|
355,402
|
|
|
366,599
|
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
||||||
Intangible amortization
|
16,127
|
|
|
8,232
|
|
|
23,798
|
|
|
15,183
|
|
||||
Stock-based compensation
|
16,200
|
|
|
10,919
|
|
|
32,326
|
|
|
22,600
|
|
||||
Other charges (income), net
|
1,678
|
|
|
(2,584
|
)
|
|
1,842
|
|
|
(46,593
|
)
|
||||
Interest and other, net
|
22,035
|
|
|
12,506
|
|
|
38,540
|
|
|
31,143
|
|
||||
Income before income taxes
|
$
|
140,280
|
|
|
$
|
154,337
|
|
|
$
|
258,896
|
|
|
$
|
344,266
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
4,482,213
|
|
|
$
|
5,514,535
|
|
|
$
|
(3,679,986
|
)
|
|
$
|
6,316,762
|
|
Cost of sales
|
—
|
|
|
4,141,254
|
|
|
5,458,578
|
|
|
(3,679,986
|
)
|
|
5,919,846
|
|
|||||
Gross profit
|
—
|
|
|
340,959
|
|
|
55,957
|
|
|
—
|
|
|
396,916
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
66,682
|
|
|
150,114
|
|
|
—
|
|
|
216,796
|
|
|||||
Intangible amortization
|
75
|
|
|
960
|
|
|
15,092
|
|
|
—
|
|
|
16,127
|
|
|||||
Interest and other, net
|
(132,637
|
)
|
|
277,355
|
|
|
(121,005
|
)
|
|
—
|
|
|
23,713
|
|
|||||
Income (loss) from continuing operations before income taxes
|
132,562
|
|
|
(4,038
|
)
|
|
11,756
|
|
|
—
|
|
|
140,280
|
|
|||||
Provision for income taxes
|
—
|
|
|
(5,658
|
)
|
|
22,961
|
|
|
—
|
|
|
17,303
|
|
|||||
Equity in earnings in subsidiaries
|
(9,585
|
)
|
|
(33,969
|
)
|
|
16,621
|
|
|
26,933
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
122,977
|
|
|
$
|
(32,349
|
)
|
|
$
|
5,416
|
|
|
$
|
26,933
|
|
|
$
|
122,977
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
4,732,749
|
|
|
$
|
5,184,889
|
|
|
$
|
(3,389,121
|
)
|
|
$
|
6,528,517
|
|
Cost of sales
|
—
|
|
|
4,403,702
|
|
|
5,136,855
|
|
|
(3,389,121
|
)
|
|
6,151,436
|
|
|||||
Gross profit
|
—
|
|
|
329,047
|
|
|
48,034
|
|
|
—
|
|
|
377,081
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
62,825
|
|
|
141,765
|
|
|
—
|
|
|
204,590
|
|
|||||
Intangible amortization
|
75
|
|
|
834
|
|
|
7,323
|
|
|
—
|
|
|
8,232
|
|
|||||
Interest and other, net
|
(68,309
|
)
|
|
288,590
|
|
|
(210,359
|
)
|
|
—
|
|
|
9,922
|
|
|||||
Income (loss) from continuing operations before income taxes
|
68,234
|
|
|
(23,202
|
)
|
|
109,305
|
|
|
—
|
|
|
154,337
|
|
|||||
Provision for income taxes
|
—
|
|
|
8,142
|
|
|
7,292
|
|
|
—
|
|
|
15,434
|
|
|||||
Equity in earnings in subsidiaries
|
70,669
|
|
|
(50,729
|
)
|
|
50,147
|
|
|
(70,087
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
138,903
|
|
|
$
|
(82,073
|
)
|
|
$
|
152,160
|
|
|
$
|
(70,087
|
)
|
|
$
|
138,903
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
8,528,598
|
|
|
$
|
9,450,050
|
|
|
$
|
(6,095,638
|
)
|
|
$
|
11,883,010
|
|
Cost of sales
|
—
|
|
|
7,785,313
|
|
|
9,444,078
|
|
|
(6,095,638
|
)
|
|
11,133,753
|
|
|||||
Gross profit
|
—
|
|
|
743,285
|
|
|
5,972
|
|
|
—
|
|
|
749,257
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
130,238
|
|
|
295,943
|
|
|
—
|
|
|
426,181
|
|
|||||
Intangible amortization
|
150
|
|
|
1,921
|
|
|
21,727
|
|
|
—
|
|
|
23,798
|
|
|||||
Interest and other, net
|
(398,020
|
)
|
|
613,767
|
|
|
(175,365
|
)
|
|
—
|
|
|
40,382
|
|
|||||
Income (loss) from continuing operations before income taxes
|
397,870
|
|
|
(2,641
|
)
|
|
(136,333
|
)
|
|
—
|
|
|
258,896
|
|
|||||
Provision for income taxes
|
—
|
|
|
3,441
|
|
|
21,628
|
|
|
—
|
|
|
25,069
|
|
|||||
Equity in earnings in subsidiaries
|
(164,043
|
)
|
|
(52,516
|
)
|
|
52,584
|
|
|
163,975
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
233,827
|
|
|
$
|
(58,598
|
)
|
|
$
|
(105,377
|
)
|
|
$
|
163,975
|
|
|
$
|
233,827
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
9,537,544
|
|
|
$
|
9,961,077
|
|
|
$
|
(6,327,359
|
)
|
|
$
|
13,171,262
|
|
Cost of sales
|
—
|
|
|
8,859,138
|
|
|
9,881,617
|
|
|
(6,327,359
|
)
|
|
12,413,396
|
|
|||||
Gross profit
|
—
|
|
|
678,406
|
|
|
79,460
|
|
|
—
|
|
|
757,866
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
124,627
|
|
|
289,240
|
|
|
—
|
|
|
413,867
|
|
|||||
Intangible amortization
|
150
|
|
|
1,687
|
|
|
13,346
|
|
|
—
|
|
|
15,183
|
|
|||||
Interest and other, net
|
(51,777
|
)
|
|
547,193
|
|
|
(510,866
|
)
|
|
—
|
|
|
(15,450
|
)
|
|||||
Income from continuing operations before income taxes
|
51,627
|
|
|
4,899
|
|
|
287,740
|
|
|
—
|
|
|
344,266
|
|
|||||
Provision for income taxes
|
—
|
|
|
14,789
|
|
|
16,687
|
|
|
—
|
|
|
31,476
|
|
|||||
Equity in earnings in subsidiaries
|
261,163
|
|
|
13,647
|
|
|
86,579
|
|
|
(361,389
|
)
|
|
—
|
|
|||||
Net income
|
$
|
312,790
|
|
|
$
|
3,757
|
|
|
$
|
357,632
|
|
|
$
|
(361,389
|
)
|
|
$
|
312,790
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
122,977
|
|
|
$
|
(32,349
|
)
|
|
$
|
5,416
|
|
|
$
|
26,933
|
|
|
$
|
122,977
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of zero tax
|
(30,267
|
)
|
|
(33,696
|
)
|
|
(30,633
|
)
|
|
64,329
|
|
|
(30,267
|
)
|
|||||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
(5,544
|
)
|
|
1,160
|
|
|
(5,544
|
)
|
|
4,384
|
|
|
(5,544
|
)
|
|||||
Comprehensive income (loss)
|
$
|
87,166
|
|
|
$
|
(64,885
|
)
|
|
$
|
(30,761
|
)
|
|
$
|
95,646
|
|
|
$
|
87,166
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
138,903
|
|
|
$
|
(82,073
|
)
|
|
$
|
152,160
|
|
|
$
|
(70,087
|
)
|
|
$
|
138,903
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of zero tax
|
(5,683
|
)
|
|
77,712
|
|
|
65,611
|
|
|
(143,323
|
)
|
|
(5,683
|
)
|
|||||
Unrealized loss on derivative instruments and other, net of zero tax
|
(2,433
|
)
|
|
(2,058
|
)
|
|
(2,433
|
)
|
|
4,491
|
|
|
(2,433
|
)
|
|||||
Comprehensive income (loss)
|
$
|
130,787
|
|
|
$
|
(6,419
|
)
|
|
$
|
215,338
|
|
|
$
|
(208,919
|
)
|
|
$
|
130,787
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
233,827
|
|
|
$
|
(58,598
|
)
|
|
$
|
(105,377
|
)
|
|
$
|
163,975
|
|
|
$
|
233,827
|
|
Other comprehensive income (loss):
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of zero tax
|
(27,484
|
)
|
|
(57,186
|
)
|
|
(51,530
|
)
|
|
108,716
|
|
|
(27,484
|
)
|
|||||
Unrealized gain on derivative instruments and other, net of zero tax
|
7,285
|
|
|
5,785
|
|
|
7,285
|
|
|
(13,070
|
)
|
|
7,285
|
|
|||||
Comprehensive income (loss)
|
$
|
213,628
|
|
|
$
|
(109,999
|
)
|
|
$
|
(149,622
|
)
|
|
$
|
259,621
|
|
|
$
|
213,628
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income
|
$
|
312,790
|
|
|
$
|
3,757
|
|
|
$
|
357,632
|
|
|
$
|
(361,389
|
)
|
|
$
|
312,790
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of zero tax
|
(9,828
|
)
|
|
93,662
|
|
|
71,337
|
|
|
(164,999
|
)
|
|
(9,828
|
)
|
|||||
Unrealized gain (loss) on derivative instruments and other, net of zero tax
|
8,292
|
|
|
(228
|
)
|
|
8,292
|
|
|
(8,064
|
)
|
|
8,292
|
|
|||||
Comprehensive income
|
$
|
311,254
|
|
|
$
|
97,191
|
|
|
$
|
437,261
|
|
|
$
|
(534,452
|
)
|
|
$
|
311,254
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
389,949
|
|
|
$
|
(247,462
|
)
|
|
$
|
519,508
|
|
|
$
|
—
|
|
|
$
|
661,995
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment, net of proceeds from disposal
|
—
|
|
|
(88,699
|
)
|
|
(205,330
|
)
|
|
11
|
|
|
(294,018
|
)
|
|||||
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
|
—
|
|
|
(559,442
|
)
|
|
(82,471
|
)
|
|
—
|
|
|
(641,913
|
)
|
|||||
Investing cash flows to affiliates
|
(1,326,493
|
)
|
|
(836,415
|
)
|
|
(1,193,747
|
)
|
|
3,356,655
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
(22,822
|
)
|
|
12,306
|
|
|
—
|
|
|
(10,516
|
)
|
|||||
Net cash used in investing activities
|
(1,326,493
|
)
|
|
(1,507,378
|
)
|
|
(1,469,242
|
)
|
|
3,356,666
|
|
|
(946,447
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from bank borrowings and long-term debt
|
595,309
|
|
|
209
|
|
|
35
|
|
|
—
|
|
|
595,553
|
|
|||||
Repayments of bank borrowings, long-term debt and capital lease obligations
|
(17,507
|
)
|
|
(1,039
|
)
|
|
(2,544
|
)
|
|
—
|
|
|
(21,090
|
)
|
|||||
Payments for repurchases of ordinary shares
|
(241,978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241,978
|
)
|
|||||
Net proceeds from issuance of ordinary shares
|
49,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,074
|
|
|||||
Financing cash flows from affiliates
|
435,540
|
|
|
1,810,912
|
|
|
1,110,214
|
|
|
(3,356,666
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
—
|
|
|
—
|
|
|
(37,872
|
)
|
|
—
|
|
|
(37,872
|
)
|
|||||
Net cash provided by financing activities
|
820,438
|
|
|
1,810,082
|
|
|
1,069,833
|
|
|
(3,356,666
|
)
|
|
343,687
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
24,766
|
|
|
2,955
|
|
|
(46,937
|
)
|
|
—
|
|
|
(19,216
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(91,340
|
)
|
|
58,197
|
|
|
73,162
|
|
|
—
|
|
|
40,019
|
|
|||||
Cash and cash equivalents, beginning of period
|
608,971
|
|
|
168,272
|
|
|
851,165
|
|
|
—
|
|
|
1,628,408
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
517,631
|
|
|
$
|
226,469
|
|
|
$
|
924,327
|
|
|
$
|
—
|
|
|
$
|
1,668,427
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
24,949
|
|
|
$
|
(200,703
|
)
|
|
$
|
481,999
|
|
|
$
|
—
|
|
|
$
|
306,245
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment, net of proceeds from disposal
|
—
|
|
|
(73,455
|
)
|
|
(64,929
|
)
|
|
(11
|
)
|
|
(138,395
|
)
|
|||||
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
|
—
|
|
|
—
|
|
|
(38,082
|
)
|
|
—
|
|
|
(38,082
|
)
|
|||||
Investing cash flows from (to) affiliates
|
(833,951
|
)
|
|
(924,184
|
)
|
|
255,111
|
|
|
1,503,024
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
(6,134
|
)
|
|
(22,721
|
)
|
|
—
|
|
|
(28,855
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(833,951
|
)
|
|
(1,003,773
|
)
|
|
129,379
|
|
|
1,503,013
|
|
|
(205,332
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from bank borrowings and long-term debt
|
—
|
|
|
—
|
|
|
11,387
|
|
|
—
|
|
|
11,387
|
|
|||||
Repayments of bank borrowings, long-term debt and capital lease obligations
|
(6,250
|
)
|
|
(888
|
)
|
|
(2,047
|
)
|
|
—
|
|
|
(9,185
|
)
|
|||||
Payments for repurchases of ordinary shares
|
(206,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,771
|
)
|
|||||
Net proceeds from issuance of ordinary shares
|
11,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,412
|
|
|||||
Financing cash flows from (to) affiliates
|
925,410
|
|
|
1,317,706
|
|
|
(740,103
|
)
|
|
(1,503,013
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
—
|
|
|
—
|
|
|
3,382
|
|
|
—
|
|
|
3,382
|
|
|||||
Net cash provided by (used in) financing activities
|
723,801
|
|
|
1,316,818
|
|
|
(727,381
|
)
|
|
(1,503,013
|
)
|
|
(189,775
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
(83,374
|
)
|
|
(1,139
|
)
|
|
93,999
|
|
|
—
|
|
|
9,486
|
|
|||||
Net decrease (increase) in cash and cash equivalents
|
(168,575
|
)
|
|
111,203
|
|
|
(22,004
|
)
|
|
—
|
|
|
(79,376
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
638,714
|
|
|
210,462
|
|
|
744,552
|
|
|
—
|
|
|
1,593,728
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
470,139
|
|
|
$
|
321,665
|
|
|
$
|
722,548
|
|
|
$
|
—
|
|
|
$
|
1,514,352
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
Net sales:
|
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
China
|
|
$
|
2,340,475
|
|
|
37
|
%
|
|
$
|
2,476,736
|
|
|
38
|
%
|
|
$
|
4,176,663
|
|
|
35
|
%
|
|
$
|
5,026,967
|
|
|
38
|
%
|
Mexico
|
|
943,624
|
|
|
15
|
%
|
|
876,339
|
|
|
13
|
%
|
|
1,850,503
|
|
|
16
|
%
|
|
1,725,937
|
|
|
13
|
%
|
||||
U.S.
|
|
627,757
|
|
|
10
|
%
|
|
689,737
|
|
|
11
|
%
|
|
1,270,346
|
|
|
11
|
%
|
|
1,444,457
|
|
|
11
|
%
|
||||
Malaysia
|
|
566,919
|
|
|
9
|
%
|
|
560,849
|
|
|
9
|
%
|
|
1,112,289
|
|
|
9
|
%
|
|
1,101,961
|
|
|
8
|
%
|
||||
Brazil
|
|
498,697
|
|
|
8
|
%
|
|
545,384
|
|
|
8
|
%
|
|
982,827
|
|
|
8
|
%
|
|
1,142,031
|
|
|
9
|
%
|
||||
Other
|
|
1,339,290
|
|
|
21
|
%
|
|
1,379,472
|
|
|
21
|
%
|
|
2,490,382
|
|
|
21
|
%
|
|
2,729,909
|
|
|
21
|
%
|
||||
|
|
$
|
6,316,762
|
|
|
|
|
|
$
|
6,528,517
|
|
|
|
|
|
$
|
11,883,010
|
|
|
|
|
|
$
|
13,171,262
|
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||
Property and equipment, net:
|
|
September 25, 2015
|
|
March 31, 2015
|
||||||||||
|
|
(In thousands)
|
||||||||||||
China
|
|
$
|
810,340
|
|
|
37
|
%
|
|
$
|
776,914
|
|
|
37
|
%
|
Mexico
|
|
390,167
|
|
|
18
|
%
|
|
364,435
|
|
|
17
|
%
|
||
U.S
|
|
316,337
|
|
|
14
|
%
|
|
314,613
|
|
|
15
|
%
|
||
Malaysia
|
|
162,560
|
|
|
7
|
%
|
|
165,779
|
|
|
8
|
%
|
||
Brazil
|
|
108,577
|
|
|
5
|
%
|
|
103,496
|
|
|
5
|
%
|
||
Other
|
|
430,049
|
|
|
19
|
%
|
|
366,930
|
|
|
18
|
%
|
||
|
|
$
|
2,218,030
|
|
|
|
|
|
$
|
2,092,167
|
|
|
|
|
•
|
changes in the macro-economic environment and related changes in consumer demand;
|
•
|
the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;
|
•
|
the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;
|
•
|
our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;
|
•
|
the effects on our business due to our customers’ products having short product life cycles;
|
•
|
our customers’ ability to cancel or delay orders or change production quantities;
|
•
|
our customers’ decision to choose internal manufacturing instead of outsourcing for their product requirements;
|
•
|
our exposure to financially troubled customers;
|
•
|
integration of acquired businesses and facilities;
|
•
|
increased labor costs due to adverse labor conditions in the markets we operate; and
|
•
|
changes in tax legislation.
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
93.7
|
|
|
94.2
|
|
|
93.7
|
|
|
94.2
|
|
Gross profit
|
6.3
|
|
|
5.8
|
|
|
6.3
|
|
|
5.8
|
|
Selling, general and administrative expenses
|
3.4
|
|
|
3.1
|
|
|
3.6
|
|
|
3.1
|
|
Intangible amortization
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
Interest and other, net
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
Other charges (income), net
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
(0.3
|
)
|
Income before income taxes
|
2.3
|
|
|
2.4
|
|
|
2.2
|
|
|
2.7
|
|
Provision for income taxes
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
Net income
|
2.0
|
%
|
|
2.2
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
Segments:
|
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
INS
|
|
$
|
2,204,966
|
|
|
35
|
%
|
|
$
|
2,340,707
|
|
|
36
|
%
|
|
$
|
4,171,528
|
|
|
35
|
%
|
|
$
|
4,781,133
|
|
|
36
|
%
|
CTG
|
|
2,011,089
|
|
|
32
|
%
|
|
2,209,543
|
|
|
34
|
%
|
|
3,576,052
|
|
|
30
|
%
|
|
4,431,683
|
|
|
34
|
%
|
||||
IEI
|
|
1,145,842
|
|
|
18
|
%
|
|
1,097,202
|
|
|
17
|
%
|
|
2,275,981
|
|
|
19
|
%
|
|
2,221,668
|
|
|
17
|
%
|
||||
HRS
|
|
954,865
|
|
|
15
|
%
|
|
881,065
|
|
|
13
|
%
|
|
1,859,449
|
|
|
16
|
%
|
|
1,736,778
|
|
|
13
|
%
|
||||
|
|
$
|
6,316,762
|
|
|
|
|
|
$
|
6,528,517
|
|
|
|
|
|
$
|
11,883,010
|
|
|
|
|
|
$
|
13,171,262
|
|
|
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||||||||||||||
|
September 25, 2015
|
|
September 26, 2014
|
|
September 25, 2015
|
|
September 26, 2014
|
||||||||||||||||||||
|
(In thousands)
|
|
|
||||||||||||||||||||||||
Segment income & margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INS
|
$
|
65,758
|
|
|
3.0
|
%
|
|
$
|
57,643
|
|
|
2.5
|
%
|
|
$
|
122,822
|
|
|
2.9
|
%
|
|
$
|
130,354
|
|
|
2.7
|
%
|
CTG
|
41,170
|
|
|
2.0
|
%
|
|
53,336
|
|
|
2.4
|
%
|
|
80,013
|
|
|
2.2
|
%
|
|
83,200
|
|
|
1.9
|
%
|
||||
IEI
|
32,268
|
|
|
2.8
|
%
|
|
35,582
|
|
|
3.2
|
%
|
|
61,268
|
|
|
2.7
|
%
|
|
82,906
|
|
|
3.7
|
%
|
||||
HRS
|
71,199
|
|
|
7.5
|
%
|
|
48,801
|
|
|
5.5
|
%
|
|
131,085
|
|
|
7.0
|
%
|
|
102,944
|
|
|
5.9
|
%
|
||||
Corporate and Other
|
(14,075
|
)
|
|
|
|
(11,952
|
)
|
|
|
|
(39,786
|
)
|
|
|
|
(32,805
|
)
|
|
|
||||||||
Total segment income
|
196,320
|
|
|
3.1
|
%
|
|
183,410
|
|
|
2.8
|
%
|
|
355,402
|
|
|
3.0
|
%
|
|
366,599
|
|
|
2.8
|
%
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible amortization
|
16,127
|
|
|
|
|
8,232
|
|
|
|
|
23,798
|
|
|
|
|
15,183
|
|
|
|
||||||||
Stock-based compensation
|
16,200
|
|
|
|
|
10,919
|
|
|
|
|
32,326
|
|
|
|
|
22,600
|
|
|
|
||||||||
Other charges (income), net
|
1,678
|
|
|
|
|
(2,584
|
)
|
|
|
|
1,842
|
|
|
|
|
(46,593
|
)
|
|
|
||||||||
Interest and other, net
|
22,035
|
|
|
|
|
12,506
|
|
|
|
|
38,540
|
|
|
|
|
31,143
|
|
|
|
||||||||
Income before income taxes
|
$
|
140,280
|
|
|
|
|
$
|
154,337
|
|
|
|
|
$
|
258,896
|
|
|
|
|
$
|
344,266
|
|
|
|
|
Three-Month Periods Ended
|
||||
|
September 25,
2015 |
|
March 31,
2015 |
|
September 26,
2014 |
Days in trade accounts receivable
|
41 days
|
|
46 days
|
|
44 days
|
Days in inventory
|
54 days
|
|
58 days
|
|
53 days
|
Days in accounts payable
|
70 days
|
|
77 days
|
|
70 days
|
Cash conversion cycle
|
25 days
|
|
27 days
|
|
27 days
|
|
Six-Month Periods Ended
|
||||||
|
September 25, 2015
|
|
September 26, 2014
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
661,995
|
|
|
$
|
306,245
|
|
Purchases of property and equipment
|
(296,401
|
)
|
|
(167,204
|
)
|
||
Proceeds from the disposition of property and equipment
|
2,383
|
|
|
28,809
|
|
||
Free cash flow
|
$
|
367,977
|
|
|
$
|
167,850
|
|
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 27 - July 31, 2015 (2)
|
|
2,316,568
|
|
|
$
|
10.99
|
|
|
2,316,568
|
|
|
$
|
118,513,026
|
|
August 1 - August 28, 2015 (2) (3)
|
|
5,635,729
|
|
|
$
|
10.74
|
|
|
5,635,729
|
|
|
$
|
474,474,788
|
|
August 29 - September 25, 2015 (3)
|
|
4,889,522
|
|
|
$
|
10.63
|
|
|
4,889,522
|
|
|
$
|
422,499,977
|
|
Total
|
|
12,841,819
|
|
|
|
|
|
12,841,819
|
|
|
|
|
(1)
|
During the period from
June 27, 2015
through
September 25, 2015
, all purchases were made pursuant to the programs discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.
|
(2)
|
On August 28, 2014, our Board of Directors authorized the repurchase of our outstanding ordinary shares for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Extraordinary General Meeting held on the same date as the Board authorization. As of June 26, 2015, we had
86.0 million
shares available to be repurchased under this plan, of which
5.5 million
shares were repurchased prior to August 20, 2015 (after which authorization under this plan terminated).
|
(3)
|
On
August 20, 2015
, our Board of Directors authorized the repurchase of our outstanding ordinary shares for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Extraordinary General Meeting held on the same date as the Board authorization. As of
September 25, 2015
, shares in the aggregate amount of
$422.5 million
were available to be repurchased under the current plan.
|
|
|
FLEXTRONICS INTERNATIONAL LTD.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/ Michael M. McNamara
|
|
|
Michael M. McNamara
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
October 26, 2015
|
|
|
|
/s/ Christopher Collier
|
|
|
Christopher Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
October 26, 2015
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Filed
|
|||
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01
|
|
|
First Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.750% Notes due 2025.
|
|
S-4
|
|
333-207067
|
|
9/22/2015
|
|
4.04
|
|
|
4.02
|
|
|
Third Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.625% Notes due 2020 and 5.000% Notes due 2023.
|
|
S-4
|
|
333-207067
|
|
9/22/2015
|
|
4.11
|
|
|
10.01
|
|
|
Nextracker Inc. 2014 Equity Incentive Plan
|
|
S-8
|
|
333-207325
|
|
10/7/2015
|
|
99.01
|
|
|
10.02
|
|
|
Form of Elementum Holding Ltd. Restricted Share Purchase Agreement
|
|
|
|
|
|
|
|
|
|
X
|
15.01
|
|
|
Letter in lieu of consent of Deloitte & Touche LLP.
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
32.01
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Flextronics International Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael M. McNamara
|
|
Michael M. McNamara
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Flextronics International Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Christopher Collier
|
|
Christopher Collier
|
|
Chief Financial Officer
|
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
September 25, 2015
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
October 26, 2015
|
/s/ Michael M. McNamara
|
|
|
Michael M. McNamara
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
October 26, 2015
|
/s/ Christopher Collier
|
|
|
Christopher Collier
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|