Flextronics International LTD
Flextronics International LTD
FORM 10-K
(Annual Report)
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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
Or
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-
K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
As of September 26, 2014, the aggregate market value of the Company's ordinary shares held by
non-affiliates of the registrant was approximately $6.1 billion based upon the closing sale price as
reported on the NASDAQ Stock Market LLC (NASDAQ Global Select Market).
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of
the latest practicable date.
Outstanding at
Class May 14, 2015
Ordinary
Shares, No Par 563,994,12
Value 6
DOCUMENTS INCORPORATED BY REFERENCE
Parts into Which
Document Incorporated
Proxy Statement to be
delivered to shareholders Part III
in connection with the
Registrant's 2015
Annual General Meeting of
Shareholders
Table of Contents
TABLE OF CONTENTS
Page
PART I
Forward-Looking Statements 3
Item 1. Business 3
Item
1A. Risk Factors 16
Item
1B. Unresolved Staff Comments 31
Item 2. Properties 31
Item 3. Legal Proceedings 32
Item 4. Mine Safety Disclosures 32
PART II
Market for Registrant's Common Equity, Related
Item 5. Shareholder Matters and
Issuer Purchases of Equity Securities 32
Item 6. Selected Financial Data 35
Management's Discussion and Analysis of Financial
Item 7. Condition and Results of
Operations 37
Item Quantitative and Qualitative Disclosures About Market
7A. Risk 54
Item 8. Financial Statements and Supplementary Data 56
Changes in and Disagreements with Accountants on
Item 9. Accounting and Financial
Disclosure 119
Item
9A. Controls and Procedures 119
Item
9B. Other Information 123
PART III
Item 10. Directors, Executive Officers and Corporate Governance 123
Item 11. Executive Compensation 123
Security Ownership of Certain Beneficial Owners and
Item 12. Management and Related
Shareholder Matters 123
Certain Relationships and Related Transactions, and
Item 13. Director Independence 123
Item 14. Principal Accountant Fees and Services 123
PART IV
Item 15. Exhibits and Financial Statement Schedules 124
Signatur
es 130
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PART I
FORWARD-LOOKING STATEMENTS
Unless otherwise specifically stated, references in this report to "Flextronics," "the Company,"
"we," "us," "our" and similar terms mean Flextronics International Ltd. and its subsidiaries.
Except for historical information contained herein, certain matters included in this annual report on
Form 10-K are, or may be deemed to be forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words
"will," "may," "designed to," "believe," "should," "anticipate," "plan," "expect," "intend," "estimate"
and similar expressions identify forward-looking statements, which speak only as of the date of this
annual report. These forward-looking statements are contained principally under Item 1, "Business,"
and under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Because these forward-looking statements are subject to risks and uncertainties, actual
results could differ materially from the expectations expressed in the forward-looking statements.
Important factors that could cause actual results to differ materially from the expectations reflected in
the forward-looking statements include those described in Item 1A, "Risk Factors" and Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of Operations." In
addition, new risks emerge from time to time and it is not possible for management to predict all such
risk factors or to assess the impact of such risk factors on our business. Given these risks and
uncertainties, the reader should not place undue reliance on these forward-looking statements. We
undertake no obligation to update or revise these forward-looking statements to reflect subsequent
events or circumstances.
ITEM 1. BUSINESS
OVERVIEW
• High Reliability Solutions ("HRS"), which is comprised of our medical business including
medical equipment, disposables, drug delivery, and diagnostics; our automotive business,
including automotive electronics, automotive lighting and power electronics; and our
defense and aerospace businesses, focused on defense, civil aviation, and homeland
security;
• Consumer Technology Group ("CTG"), which includes our mobile devices business,
including smart phones; our consumer electronics business, including connected living,
wearable electronics, game consoles, and connectivity devices; and our high-volume
computing business, including various supply chain solutions for notebook personal
computing ("PC"), tablets, and printers;
• Industrial and Emerging Industries ("IEI"), whic h is comprised of semiconductor and
capital equipment, office solutions, test and measurement, household industrial and
lifestyle, industrial automation and kiosks, energy and metering, and lighting; and
• Integrated Network Solutions ("INS"), which includes radio access base stations, remote
radio heads (RRH), and small cells for wireless infrastructure; optical, routing,
broadcasting, and switching products for the data and video network; 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.
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As of March 31, 2015 the above described business groups comprised our reportable segments.
We provide our advanced design, manufacturing and supply chain services through a network of
over 100 facilities in approximately 30 countries across four continents. We have established this
extensive network of design and manufacturing facilities in the world's major consumer electronics
and industrial products markets (Asia, the Americas, and Europe) in order to serve the outsourcing
needs of both multinational and regional OEMs. Our services increase our customers'
competitiveness by delivering improved product quality, increased flexibility, leading
manufacturability, improved performance, faster time-to-market and competitive costs. Our OEM
customers leverage our services to meet their requirements throughout their products' entire life
cycles. For the fiscal year ended March 31, 2015, we had revenue of $26.1 billion and net income of
$600.8 million.
We believe that the combination of our extensive open innovation platform solutions, design and
engineering services, advanced supply chain management solutions and services, significant scale and
global presence, and industrial campuses in low-cost geographic areas provide us with a competitive
advantage and strong differentiation in the market for designing, manufacturing and servicing
consumer electronics and industrial products for leading multinational and regional OEMs. Through
these services and facilities, we offer our OEM customers accelerated design, increased flexibility and
responsiveness, improved time to market, and supply chain predictability and real time visibility,
which enable them to accelerate product launches, enter new markets, mitigate risk and improve free
cash flow.
Our business has been subject to seasonality, primarily due to our mobile devices and consumer
electronics market exposures, which are part of our CTG business group, which historically exhibit
particular strength generally in the two quarters leading up to the end of the calendar year in
connection with the holiday season.
INDUSTRY OVERVIEW
Our expertise is in the design, manufacturing, and supply services for a broad range of products; as
such, the closest definition of our industry is the outsourcing Electronics Manufacturing Services
("EMS") industry. EMS has experienced significant change and growth as an increasing number of
companies elect to outsource some or all of their design, manufacturing, and after-market services
requirements. In recent years, we have seen an increased level of diversification by many companies,
primarily in the technology sector. Companies that have historically identified themselves as software
providers, internet service providers, or e-commerce retailers are entering the highly competitive and
rapidly evolving hardware markets, with products like mobile devices, home entertainment and
wearable devices. This trend has resulted in significant changes to the hardware manufacturing and
supply chain solutions requirements of such companies. Increasingly complex products are requiring
highly customized supply chain solutions, in turn resulting in significant changes to the overall
manufacturing and supply chain landscape. The growth of the overall industry for calendar year 2014
is estimated to have been around 4%.
We believe the total available market for EMS industry is poised for continued growth, with
current penetration rates estimated to be less than 30%. The intensely competitive nature of the
electronics industry, the increasing complexity and sophistication of electronics products, and pressure
on OEMs to reduce product costs and shorten product life cycles are all factors that encourage OEMs
to utilize supply chain service providers as part of their business and manufacturing strategies.
Utilizing global manufacturing and service providers allows OEMs to take advantage of the global
design, manufacturing and supply chain management expertise of such providers, and enables OEMs
to concentrate on product research, development, marketing, and sales. We believe that OEMs realize
a number of important benefits through their strategic relationships with EMS providers, including:
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We believe that growth in the EMS industry will be largely driven by the need for OEMs to
respond to rapidly changing markets and technologies, the increasing complexity of supply chains
and the continued pressure to be cost competitive. Additionally, we believe that there are significant
opportunities for global EMS providers to win additional business from OEMs in markets or industry
segments that have yet to substantially utilize such providers.
SERVICE OFFERINGS
We offer a broad range of customizable services to OEMs. We believe that Flextronics has the
broadest worldwide end-to-end supply chain solutions capabilities in the industry, from concept design
resources to aftermarket services. We believe a key competitive advantage is the Flextronics Platform,
which is our system for improving customer competitiveness by providing superior speed, scope, and
scale:
• Speed: Our sophisticated supply chain management tools and expertise allow us to
provide customers with access to real-time information that increases visibility throughout
the entire process, reducing risk while accelerating execution.
• Scope: Our end-to-end services, from sketch to scale , include design and innovation
services, engineering, logistics, and supply chain management. Our deep industry
knowledge and multi-domain expertise further accelerates the entire process of producing
increasingly complex products for increasingly interconnected industries.
• Scale: Our physical infrastructure includes over 100 facilities in approximately 30
countries, staffed by approximately 150,000 permanent employees, providing our
customers with truly global scale and strategic geographic distribution.
We offer both global economies of scale in procurement, manufacturing and after-market services,
as well as market-focused expertise and capabilities in design and engineering. As a result of our
extensive experience in specific markets, we have developed deep understanding of complex market
dynamics, giving us the ability to anticipate trends that impact our customers' businesses. Our
expertise can help improve our customers' market positioning by effectively adjusting product plans
and roadmaps to efficiently and cost-effectively deliver, high quality products that meet their time-to-
market requirements.
Our services include all processes necessary to design, build, ship and service complete
packaged consumer electronics and industrial products for our OEM customers. These services
include:
Innovation Services. We provide a comprehensive set of services that enable companies, from
startups to multinationals, to successfully innovate, create new products and solutions, and gain access
to new markets. These services span the entire product introduction and solution lifecycle by
providing access to new technologies, accelerating product development from early concepts to final
production-ready design, and providing advanced manufacturing and testing for new product
introduction and market access to grow our customers' bases. We launched the Silicon Valley Open
Innovation Initiative
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to create an ecosystem of customers, suppliers and design tool makers to drive new product
innovation technologies that improve productivity, cost and time-to-market. As part of this initiative,
we founded the Silicon Valley Open Innovation Summit.
In fiscal year 2015, we continued to expand our Innovation Centers worldwide and
further enhanced our flagship Customer Innovation Center in Silicon Valley. Our
Innovation services include:
Design and Engineering Services. We offer a comprehensive range of value-added design and
engineering services, tailored to the specific markets and needs of our customers. These services
can be delivered by one of two primary business models:
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Our design and engineering services are provided by our global market-based
engineering teams and cover a broad range of technical competencies:
• System Architecture, User Interface and Industrial Design. We help our customers
design and develop innovative and cost-effective products that address the needs of
the user and the market. These services include product definition, analysis and
optimization of performance and functional requirements, 2-D sketch level
drawings, 3-D mock-ups and proofs of concept, interaction and interface models,
detailed hard models, and product packaging.
• Mechanical Engineering, Technology, Enclosure Systems, Thermal and Tooling
Design. We offer detailed mechanical, structural, and thermal design solutions for
enclosures that encompass a wide range of plastic, metal and other material
technologies. These capabilities and technologies are increasingly important to our
customers' product differentiation goals and are increasingly required to be successful
in today's competitive marketplace. Additionally, we provide design and development
services for prototype and production tooling equipment used in manufacturing.
• Electronic System Design. We provide complete electrical and hardware design for
products ranging in size from small handheld consumer devices to large, high-speed,
carrier-grade, telecommunications equipment, which includes embedded
microprocessors, memory, digital signal processing design, high-speed digital
interfaces, analog circuit design, power management solutions, wired and wireless
communication protocols, display imaging, audio/video, and radio frequency systems
and antenna design.
• Reliability and Failure Analysis. We provide comprehensive design for manufacturing,
test and reliability services leveraging robust, internally-developed tools and databases.
These services leverage our core manufacturing competencies to help our customers
achieve their time-to-revenue goals.
• Component Level Development Engineering. We have developed substantial
engineering competencies for product development and lifecycle management of
various component technologies, such as power solutions, and printed circuit board
and interconnection technologies, both rigid and flexible.
We are exposed to different or greater potential liabilities from our various design services
than those we face in our core assembly and manufacturing services. See "Risk Factors—The s
uccess of certain of our activities depends on our ability to protect our intellectual property
rights; intellectual property infringement claims against our customers or us could harm our
business."
Systems Assembly and Manufacturing. Our assembly and manufacturing operations, which generate
the majority of our revenues, include printed circuit board assembly and assembly of systems and
subsystems that incorporate printed circuit boards and complex electromechanical components. We
often assemble electronics products with our proprietary printed circuit boards and custom electronic
enclosures on either a build-to-order or configure-to-order basis. In these operations, we employ just-
in-time, ship-to-stock and ship-to-line programs, continuous flow manufacturing, demand flow
processes, and statistical process controls. As OEMs seek to provide greater functionality in smaller
products, they increasingly require more sophisticated manufacturing technologies and processes. Our
investment in advanced manufacturing equipment and our expertise in innovative miniaturization,
packaging and interconnect technologies, enables us to offer a variety of advanced manufacturing
solutions. We support a wide range of product demand profiles, from low-volume, high-complexity
programs, to high-volume production. Continuous focus on lean manufacturing, and a systematic
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• Rigid and Flexible Printed Circuit Board ("PCB") Fabrication. Printed circuit
boards are platforms composed of laminated materials that provide the
interconnection for integrated
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circuits, passive and other electronic components and thus are at the heart of almost
every electrical system. They are formed out of multi-layered epoxy resin and glass
cloth systems with very fine traces and spaces and plated holes (called vias), which
interconnect the different layers into an extremely dense circuit network that carries the
electrical signals between components. As semiconductor designs become more
complex and signal speeds increase, there is an increasing demand for higher density
integration on printed circuit boards, requiring higher layer counts, finer lines and
spacings, smaller vias (microvias) and base materials with very low electrical loss
characteristics. The manufacturing of these complex multilayer interconnect products
often requires the use of sophisticated circuit interconnections between layers, and
adherence to strict electrical characteristics to maintain consistent transmission speeds
and impedances. The global demand for wireless devices and the complexity of
wireless products are driving the demand for more flexible printed circuits. Flexible
circuit boards facilitate a reduction in the weight of a finished electronic product and
allow the designer to use the third dimension in designing new products or product
features. Flexible circuits have become a very attractive design alternative for many
new and emerging application spaces such as automotive rear light-emitting diode
("LED") lighting, tablet computers, and miniaturized radio frequency identification
tags or smart cards. We are an industry leader in high-density interconnect with Every
Layer Inter Connect ("ELIC") technology, which is widely used in smart phone
designs, and multilayer constructions which are used in advanced routers and switches,
telecom equipment, servers, storage, and flexible printed circuit boards and flexible
printed circuit board assemblies. Our PCB business (Multek) manufactures printed
circuit boards on a low-volume, quick-turn basis, as well as on a high-volume
production basis. We provide quick-turn prototype services that allow us to provide
small test quantities to meet the needs of customers' product development groups in as
little as 48 hours. Our extensive range of services enables us to respond to our
customers' demands for an accelerated transition from prototype to volume production.
Multek offers a one-stop solution from design to manufacturing of PCB, flexible
circuits and rigid flex circuits and sub-assemblies. We have printed circuit board and
flexible circuit fabrication service capabilities in North America and Asia. During
fiscal year 2014 we completed the closing of our Multek factories in Germany and
Brazil. We believe this will drive operational efficiencies, and result in an optimization
of our system, which will reduce the revenue level required to achieve better margins.
Going forward, our PCB capabilities will be centered in Asia and North America.
• Power Supplies. We have a full service power supply business ("Flex Power") that is a
key player in the mobile revolution, with expertise in high efficiency and high density
switching power supplies ranging from 1 to 3,000 watts. Our product portfolio includes
chargers for smartphones and tablets, adapters for notebooks and gaming, and power
supplies for server, storage and networking markets. We pride ourselves on our ability
to service the needs of industry leaders in these markets through valuable technology,
design expertise, collaborative development and efficient execution. Our products are
fully compliant with the environmental and Energy Star requirements that drive
efficiency specifications in our industry. Customers who engage with Flex Power gain
access to compelling innovations and intellectual property in digital control and smart
power.
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Logistics. Our Flextronics Global Services business is a provider of after-market supply chain
logistics services. Our comprehensive suite of services are tailored to customers operating in the
computing, consumer digital, infrastructure, industrial, mobile and medical markets. Our expansive
global infrastructure consists of 25 sites and more than 12,000 employees strategically located
throughout the Americas, Europe and Asia. By leveraging our operational infrastructure, supply chain
network, and IT systems, we are able to offer our customers globally consistent logistics solutions. By
linking the flow of information from these supply chains, we create supply chain for our customers. We
provide multiple logistics solutions including supplier-managed inventory, inbound freight
management, product postponement, build/configure to order, order fulfillment and distribution, and
supply chain network design.
Reverse Logistics and Repair Services. We offer a suite of integrated reverse logistics and repair
solutions that use globally consistent processes, which help protect our customers' brand loyalty by
improving turnaround times and raising end-customer satisfaction levels. Our objective is to maintain
maximum asset value retention of our customers' products throughout their product life cycle while
simultaneously minimizing non-value repair inventory levels and handling in the supply chain. With
our suite of end-to-end solutions, we can effectively manage our customers' reverse logistics
requirements, while providing critical data feedback to their supply chain constituents, and delivering
continuous improvement and efficiencies for both existing and next generation products. Our reverse
logistics and repair solutions include returns management, exchange programs, complex repair, asset
recovery, recycling and e-waste management. We provide repair expertise to multiple product lines
such as consumer and midrange products, printers, smart phones, consumer medical devices,
notebooks, PC's, set-top boxes, game consoles and highly complex infrastructure products. With our
service parts logistics business, we manage all of the logistics and restocking processes essential to
the efficient operation of repair and refurbishment services.
STRATEGY
We build intelligent products for a connected world. We do this by providing our customers with
end-to-end product development services, from innovation, design, and engineering, to manufacturing,
logistics, and supply chain solutions. We strive to help create a smarter, more connected world,
enabling simpler, richer lives through technology. Our strategy is to enable and scale innovation for
our customers, maintain our leadership in our core capabilities and build extended offerings in high-
growth sectors.
Talent . To maintain our competitiveness and world-class capabilities, we focus on hiring and
retaining the world's best talent. We empower talented employees to develop global supply chain
solutions that transform industries and companies. We have taken steps to attract the best
functional and operational leaders and have accelerated efforts to develop the future leaders of the
company.
Customer-Focus . We believe that serving aspiring leaders in dynamic industries fosters the
development of our core skills and results in superior growth and profitability. Our customers
come first, and we have a relentless focus on delivering distinctive products and services in a
cost-effective manner with fast time-to-market.
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business increases our customers' competitiveness by leveraging our deep industry expertise, as
well as global scale and sensitivity and rapid response to changes in market dynamics.
COMPETITIVE STRENGTHS
We continue to enhance our business through the development and expansion of our product and
service offerings. We strive to maintain the efficiency and flexibility of our organization, with
repeatable execution that adapts to macro-economic changes providing clear value to our customers,
while increasing their competitiveness. We have a focused strategy on delivering scale, scope and
speed to our customers through world-class operations, innovation and design services, supply chain
solutions, and industry and market expertise. We provide real-time supply chain applications that
enable improved supply chain visibility, allowing customers to better monitor and mitigate risks. We
believe the following capabilities further differentiate us from our competitors and enable us to better
serve our customers' requirements:
Significant Scale and Global Integrated System . We believe that scale is a significant
competitive advantage, as our customers' solutions increasingly require cost structures and
capabilities that can only be achieved through size and global reach. We are a leader in global
procurement, purchasing approximately $22.4 billion of materials during our fiscal year ended
March 31, 2015. As a result, we are able to use our worldwide supplier relationships to achieve
advantageous pricing and supply chain flexibility for our OEM customers.
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Product Innovation Centers . We have established state-of-the art innovation centers in the
Americas, Asia and Europe, with differentiated offerings and specialized services and focus.
Some of these offerings include the most advanced 3D plastic printing, 3D metal printing, surface
mount technology (SMT), and X-ray and test equipment to support major industries in bringing
innovative products to market rapidly. We also have a reliability and failure analysis lab and an
automation applications team. Another key feature is our focus on confidentiality and security as
we offer dedicated customer-confidential work spaces that include increased security and
restricted access to protect our OEM customers' intellectual property ("IP") and the confidentiality
of new products being launched into the marketplace. These innovation centers offer our
customers a geographically-focused version of our sketch to scale services, taking their product
from concept to volume production and go-to-market in a rapid, cost effective and low risk
manner.
We have certain of our manufacturing operations situated in low-cost regions of the world to
provide our customers with a wide array of manufacturing solutions and low manufacturing
costs. As of March 31, 2015, approximately 74% of our manufacturing capacity was located in
low-cost
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locations, such as Brazil, China, Hungary, India, Malaysia, Mexico, Poland, Romania, and
the Ukraine. We believe we are a global industry leader in low-cost production capabilities.
CUSTOMERS
Our customers include many of the world's leading technology companies. We have focused on
establishing long-term relationships with our customers and have been successful in expanding our
relationships to incorporate additional product lines and services. In fiscal year 2015, our ten largest
customers accounted for approximately 50% of net sales. Only Motorola Mobility (including net sales
from its parent Google up to the point in time when Motorola Mobility was acquired by Lenovo and
including net sales from Lenovo thereafter), a customer in our CTG business group, accounted for
greater than 10% of the Company's net sales in fiscal year 2015.
The following table lists in alphabetical order a sample of our largest customers in fiscal year 2015
and the end products of those customers for which we provide design, manufacturing and/or after-
market services:
* Motorola Mobility includes net sales from its parent Google up to the point in time
when Motorola Mobility was acquired by Lenovo and including net sales from Lenovo
thereafter
BACKLOG
Although we obtain firm purchase orders from our customers, OEM customers typically do not
make firm orders for delivery of products more than 30 to 90 days in advance. In addition, OEM
customers may reschedule or cancel firm orders depending on contractual arrangements. Therefore, we
do not believe that the backlog of expected product sales covered by firm purchase orders is a
meaningful measure of future sales.
COMPETITION
Our market is extremely competitive and includes many companies, several of which have
achieved substantial market share. We compete against numerous domestic and foreign manufacturing
service providers, as well as our current and prospective customers, who evaluate our capabilities in
light of their own capabilities and cost structures. We face particular competition from Asian-based
competitors, including Taiwanese Original Design Manufacturing ("ODM") suppliers who compete in
a
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variety of our end markets and have a substantial share of global information technology hardware
production.
We compete with different companies depending on the type of service we are providing or the
geographic area in which an activity takes place. We believe that the principal competitive factors in
the manufacturing services market are quality and range of services, design and technological
capabilities; cost; location of facilities; responsiveness and flexibility. We believe we are extremely
competitive with regard to all of these factors.
SOCIAL RESPONSIBILITY
Our Corporate Social Responsibility ("CSR") practices framework has several elements, including
environmental compliance, labor and human rights, ethics, governance, and community engagement.
Flextronics' CSR framework is based upon the principles, policies, and standards prescribed by the
Electronics Industry Citizenship Coalition ("EICC"), a worldwide association of electronics companies
committed to promoting an industry code of conduct for global electronics supply chains to improve
working and environmental conditions as well as other relevant international standards (e.g. ISO
14001). Flextronics is a founding member of the EICC. Social responsibility is also an area of
increasing regulation, with specific regulations such as the U.S. Federal Acquisition Regulation on
Human Trafficking and the U.K. Modern Slavery Act of 2015 creating new compliance and disclosure
obligations for the Company and for our customers. We accordingly operate a number of programs,
including compliance audits and compliance capability building programs that focus on driving
continuous improvements in social, ethical, and environmental compliance throughout all of our global
operating units, all in accordance with our Code of Business Conduct and Ethics. As a guide to
achieving this end, Flextronics looks at principles, policies, and standards as prescribed by the EICC.
Being a good corporate citizen does not mean we should merely conform to standards. We go
beyond required responsibilities by offering a wide range of programs and initiatives to engage both
our internal and external communities. At the heart of this endeavor lies our pragmatic goal of
positively influencing the lives of people in the communities in which we operate. We intend to
continue investing in these global communities through grant-making, financial contributions,
volunteer work, direct engagement and donation of resources.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank
Act"), Section 1502, introduced reporting requirements related to the verification of whether
Flextronics is directly (or indirectly through suppliers of materials) purchasing the following minerals:
columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite
(the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is
extracted); or their derivatives; or any other mineral or its derivatives as determined by the Secretary
of State with financing conflicts in the Democratic Republic of the Congo or an adjoining country.
Flextronics is working directly with suppliers, industry groups, and customers to comply with the due
diligence reporting requirements necessary to comply with the new law. See "Risk Factor—
Compliance with government regulations regarding the use of "conflict minerals" may result in
increased costs and risks to us."
ENVIRONMENTAL REGULATION
Our operations are regulated under various federal, state, local and international laws governing the
environment, including laws governing the discharge of pollutants into the air and water, the
management and disposal of hazardous substances and wastes and the cleanup of contaminated sites.
We have fully implemented processes and procedures to ensure that our operations are in compliance
with all applicable environmental regulations. We do not believe that costs of compliance with these
laws and regulations will have a material adverse effect on our capital expenditures, operating results,
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or competitive position. In addition, we are responsible for cleanup of contamination at some of our
current and former manufacturing facilities and at some third-party sites. We engage environmental
consulting firms to assist us in the evaluation of environmental liabilities of our ongoing operations,
historical disposal activities and closed sites in order to establish appropriate accruals in our financial
statements. We determine the amount of our accruals for environmental matters by analyzing and
estimating the probability of occurrence and the reasonable possibility of incurring costs in light of
information currently available. The imposition of more stringent standards or requirements under
environmental laws or regulations, the results of future testing and analysis undertaken by us at our
operating facilities, or a determination that we are potentially responsible for the release of hazardous
substances at other sites could result in expenditures in excess of amounts currently estimated to be
required for such matters. There can be no assurance that additional environmental matters will not
arise in the future or that costs will not be incurred with respect to sites as to which no problem is
currently known.
We are also required to comply with an increasing number of product environmental compliance
regulations focused on the restriction of certain hazardous substances. For example, the electronics
industry is subject to the European Union's ("EU") Restrictions on Hazardous Substances ("RoHS")
2011/65/EU, Waste Electrical and Electronic Equipment ("WEEE") 2012/19/EU directives, the
regulation EC 1907/2006 EU Directive REACH ("Registration, Evaluation, Authorization, and
Restriction of Chemicals"), and China RoHS entitled, Management Methods for Controlling Pollution
for Electronic Information Products ("EIPs"). Similar legislation has been or may be enacted in other
jurisdictions, including in the United States. Our business requires close collaboration with our
customers and suppliers to mitigate risk of non-compliance. We have developed rigorous risk
mitigating compliance programs designed to meet the needs of our customers as well as the
regulations. These programs vary from collecting compliance or material data from our Flextronics
owned suppliers to full laboratory testing, and we require our supply chain to comply. Non-compliance
could potentially result in significant costs and/or penalties. RoHS and other similar legislation bans or
restricts the use of lead, mercury and certain other specified substances in electronics products and
WEEE requires EU importers and/or producers to assume responsibility for the collection, recycling
and management of waste electronic products and components. In the case of WEEE, although the
compliance responsibility rests primarily with the EU importers and/or producers rather than with EMS
companies, OEMs may turn to EMS companies for assistance in meeting their WEEE obligations. New
technical classifications of e-Waste being discussed in the Basel Convention technical working group
could affect both Flextronics and Flextronics' customers' abilities and obligations in electronics repair
and refurbishment. Flextronics continues to monitor these discussions and is working with our
customers and other technical organizations to minimize the impact to legal and responsibly managed
repair operations.
EMPLOYEES
As of March 31, 2015, our global workforce totaled approximately 150,000 permanent
employees. In certain international locations, our employees are represented by labor unions and by
work councils. We have never experienced a significant work stoppage or strike, and we believe that
our employee relations are good.
Our success depends to a large extent upon the continued services of key managerial and
technical employees. The loss of such personnel could seriously harm our business, results of
operations and business prospects. To date, we have not experienced significant difficulties in
attracting or retaining such personnel.
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INTELLECTUAL PROPERTY
We own or license various United States and foreign patents relating to a variety of technologies.
For certain of our proprietary processes, we rely on trade secret protection. We also have registered our
corporate name and several other trademarks and service marks that we use in our business in the
United States and other countries throughout the world. As of March 31, 2015 and 2014, the carrying
value of our intellectual property was not material.
Although we believe that our intellectual property assets and licenses are sufficient for the operation
of our business as we currently conduct it, from time to time third parties do assert patent infringement
claims against us or our customers. In addition, we provide design and engineering services to our
customers and also design and make our own products. As a consequence of these activities, our
customers are requiring us to take responsibility for intellectual property to a greater extent than in our
manufacturing and assembly businesses. If and when third parties make assertions regarding the
ownership or right to use intellectual property, we could be required to either enter into licensing
arrangements or to resolve the issue through litigation. Such license rights might not be available to us
on commercially acceptable terms, if at all, and any such litigation might not be resolved in our favor.
Additionally, litigation could be lengthy and costly and could materially harm our financial condition
regardless of the outcome. We also could be required to incur substantial costs to redesign a product or
re-perform design services.
Refer to note 19 to our consolidated financial statements included under Item 8 for financial
information about our geographic areas.
ADDITIONAL INFORMATION
We were incorporated in the Republic of Singapore in May 1990. Our principal corporate
office is located at 2 Changi South Lane, Singapore 486123. Our U.S. corporate headquarters is
located at 6201 America Center Drive, San Jose, CA, 95002.
We depend on industries that continually produce technologically advanced products with short
product life cycles and our business would be adversely affected if our customers' products are not
successful or if our customers lose market share.
We derive our revenues from customers in the following business groups:
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• IEI, which is comprised of our semiconductor and capital equipment, office solutions, test
and measurement, household industrial and lifestyle, industrial automation and kiosks,
energy and metering, and lighting; and
• INS, which includes radio access base stations, remote radio heads (RRH) and small cells
for wireless infrastructure, optical, routing, broadcasting and switching products for the data
and video network, 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.
Factors affecting any of these industries in general or our customers in particular, could adversely
impact us. These factors include:
• rapid changes in technology, evolving industry s tandards and requirements for continuous
improvement in products and services result in short product life cycles;
• demand for our customers' products may be seasonal;
• our customers may fail to successfully market their products, and our customers'
products may fail to gain widespread commercial acceptance;
• our customers may experience dramatic market share shifts in demand which may cause
them to lose market share or exit the business; and
• there may be recessionary periods in our custome rs' markets, such as the recent global
economic downturn.
Our customers may cancel their orders, change production quantities or locations, or delay
production, and our current and potential customers may decide to manufacture some or all of
their products internally, which could harm our business.
The short-term nature of our customers' commitments and the rapid changes in demand for their
products reduces our ability to accurately estimate the future requirements of our customers. This
makes it difficult to schedule production and maximize utilization of our manufacturing capacity. In
that regard, we must make significant decisions, including determining the levels of business that we
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will seek and accept, setting production schedules, making component procurement commitments, and
allocating personnel and other resources, based on our estimates of our customers' requirements.
On occasion, customers require rapid increases in production or require that manufacturing of their
products be transitioned from one facility to another to reduce costs or achieve other objectives. These
demands stress our resources and reduce our margins. We may not have sufficient capacity at any
given time to meet our customers' demands, and transfers from one facility to another can result in
inefficiencies and costs due to excess capacity in one facility and corresponding capacity constraints at
another. Due to many of our costs and operating expenses being relatively fixed, customer order
fluctuations, deferrals and transfers of demand from one facility to another, as described above, have
had a material adverse effect on our operating results in the past and we may experience such effects in
the future.
Our industry is extremely competitive; if we are not able to continue to provide competitive services,
we may lose business.
We compete with a number of different companies, depending on the type of service we provide or
the location of our operations. For example, we compete with major global EMS providers, other
smaller EMS companies that have a regional or product-specific focus and ODMs with respect to
some of the services that we provide. We also compete with our current and prospective customers,
who evaluate our capabilities in light of their own capabilities and cost structures. Our industry is
extremely competitive, many of our competitors have achieved substantial market share, and some
may have lower cost structures or greater design, manufacturing, financial or other resources than we
do. We face particular competition from Asian-based competitors, including Taiwanese ODM suppliers
who compete in a variety of our end markets and have a substantial share of global information
technology hardware production. If we are unable to provide comparable manufacturing services and
improved products at lower cost than the other companies in our market, our net sales could decline.
The majority of our sales come from a small number of customers and a decline in sales to any of
these customers could adversely affect our business.
Sales to our ten largest customers represent a significant percentage of our net sales. Our ten largest
customers accounted for approximately 50%, 52% and 47% of net sales in fiscal years 2015, 2014 and
2013, respectively. Only Motorola Mobility (including net sales from its parent Google up to the point
in time when Motorola Mobility was acquired by Lenovo and including net sales from Lenovo
thereafter), which is reflected in our CTG business group, accounted for more than 10% of net sales in
fiscal year 2015 and fiscal year 2014. No customer accounted for greater than 10% of the Company's
net sales in fiscal year 2013. Our principal customers have varied from year to year. These customers
may experience dramatic declines in their market shares or competitive position, due to economic or
other forces, that may cause them to reduce their purchases from us or, in some cases, result in the
termination of their relationship with us. Significant reductions in sales to any of these customers, or
the loss of major customers, would materially harm our business. If we are not able to timely replace
expired, canceled or reduced contracts with new business, our revenues and profitability could be
harmed.
Our components business is dependent on our ability to quickly launch world-class components
products, and our investment in the development of our component capabilities, together with the
start-up and integration costs necessary to achieve quick launches of world-class components
products, may adversely affect our margins and profitability.
Our components business, which includes rigid and flexible printed circuit board fabrication, and
power supply manufacturing, is part of our strategy to improve our competitive position and to grow
our future margins, profitability and shareholder returns by expanding our capabilities. The success
of
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our components business is dependent on our ability to design and introduce world- class
components that have performance characteristics which are suitable for a broad market and that
offer significant price and/or performance advantages over competitive products.
To create these world class components offerings, we must continue to make substantial
investments in the development of our components capabilities, in resources such as research and
development, technology licensing, test and tooling equipment, facility expansions and personnel
requirements. We may not be able to achieve or maintain market acceptance for any of our components
offerings in any of our current or target markets. The success of our components business will also
depend upon the level of market acceptance of our customers' end products, which incorporate our
components, and over which we have no control.
In addition, OEMs often require unique configurations or custom designs, which must be
developed and integrated in the OEM's product well before the OEM launches the product. Thus,
there is often substantial lead-time between the commencement of design efforts for a customized
component and the commencement of volume shipments of the component to the OEM. As a result,
we may make substantial investments in the development and customization of products for our
customers, and no revenue may be generated from these efforts if our customers do not accept the
customized component. Even if our customers accept the customized component, if our customers do
not purchase anticipated levels of products, we may not realize any profits.
Our achievement of anticipated levels of profitability in our components business is also dependent
on our ability to achieve efficiencies in our manufacturing as well as to manufacture components in
commercial quantities to the performance specifications demanded by our OEM customers. As a result
of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of
profitability in our components business.
Our exposure to financially troubled customers or suppliers may adversely affect our financial
results.
We provide manufacturing services to companies and industries that have in the past, and may in
the future, experience financial difficulty. If some of our customers experience financial difficulty, we
could have difficulty recovering amounts owed to us from these customers, or demand for our
products from these customers could decline. Additionally, if our suppliers experience financial
difficulty we could have difficulty sourcing supply necessary to fulfill production requirements and
meet scheduled shipments. If one or more of our customers were to become insolvent or otherwise
were unable to pay for the services provided by us on a timely basis, or at all, our operating results and
financial condition could be adversely affected. Such adverse effects could include one or more of the
following: an increase in our provision for doubtful accounts, a charge for inventory write-offs, a
reduction in revenue, and an increase in our working capital requirements due to higher inventory
levels and increases in days our accounts receivable are outstanding.
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shortages could adversely affect our operating results. Our performance depends, in part, on our
ability to incorporate changes in component costs into the selling prices for our products.
Our supply chain may also be impacted by other events outside our control, including macro-
economic events, political crises or natural or environmental occurrences.
Our margins and profitability may be adversely affected due to substantial investments, start-up
and production ramping costs in our design services.
As part of our strategy to enhance our end-to-end service offerings, we continue to expand our
design and engineering capabilities.
Providing these services can expose us to different or greater potential risks than those we face when
providing our manufacturing services.
Although we enter into contracts with our design services customers, we may design and develop
products for these customers prior to receiving a purchase order or other firm commitment from them.
We are required to make substantial investments in the resources necessary to design and develop
these products, and no revenue may be generated from these efforts if our customers do not approve
the designs in a timely manner or at all. Even if our customers accept our designs, if they do not then
purchase anticipated levels of products, we may not realize any profits. Our design activities often
require that we purchase inventory for initial production runs before we have a purchase commitment
from a customer. Even after we have a contract with a customer with respect to a product, these
contracts may allow the customer to delay or cancel deliveries and may not obligate the customer to
any particular volume of purchases. These contracts can generally be terminated on short notice. In
addition, some of the products we design and develop must satisfy safety and regulatory standards and
some must receive government certifications. If we fail to obtain these approvals or certifications on a
timely basis, we would be unable to sell these products, which would harm our sales, profitability and
reputation.
Due to the increased risks associated with our design services offerings, we may not be able to
achieve a high enough level of sales for this business, and the significant investments in research and
development, technology licensing, test and tooling equipment, patent applications, facility expansion
and recruitment that it requires, to be profitable. The initial costs of investing in the resources
necessary to expand our design and engineering capabilities, and in particular to support our design
services offerings, have historically adversely affected our profitability, and may continue to do so as
we continue to make investments in these capabilities.
In addition, we agree to certain product price limitations and cost reduction targets in connection
with these services. Inflationary and other increases in the costs of the raw materials and labor required
to produce the products have occurred and may recur from time to time. Also, the production ramps for
these programs are typically significant and negatively impact our margin in early stages as the
manufacturing volumes are lower and result in inefficiencies and unabsorbed manufacturing overhead
costs. We may not be able to reduce costs, incorporate changes in costs into the selling prices of our
products, or increase operating efficiencies as we ramp production of our products, which would
adversely affect our margins and our results of operations.
We conduct operations in a number of countries and are subject to the risks inherent in
international operations.
The distances between the Americas, Asia and Europe create a number of logistical and
communications challenges for us. These challenges include managing operations across multiple time
zones, directing the manufacture and delivery of products across distances, coordinating procurement
of components and raw materials and their delivery to multiple locations, and coordinating the
activities and decisions of the core management team, which is based in a number of different
countries.
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Facilities in several different locations may be involved at different stages of the production process
of a single product, leading to additional logistical difficulties.
Because our manufacturing operations are located in a number of countries throughout the
Americas, Asia and Europe, we are subject to risks of changes in economic and political conditions
in those countries, including:
The attractiveness of our services to U.S. customers can be affected by changes in U.S. trade
policies, such as most favored nation status and trade preferences for some Asian countries. In addition,
some countries in which we operate, such as Brazil, Hungary, India, Mexico, Malaysia and Poland,
have experienced periods of slow or negative growth, high inflation, significant currency devaluations
or limited availability of foreign exchange. Furthermore, in countries such as China, Brazil and
Mexico, governmental authorities exercise significant influence over many aspects of the economy, and
their actions could have a significant effect on us. We could be seriously harmed by inadequate
infrastructure, including lack of adequate power and water supplies, transportation, raw materials and
parts in countries in which we operate. In addition, we may encounter labor disruptions and rising labor
costs, in particular within the lower-cost regions in which we operate. Any increase in labor costs that
we are unable to recover in our pricing to our customers could adversely impact our operating results.
Operations in foreign countries also present risks associated with currency exchange and
convertibility, inflation and repatriation of earnings. In some countries, economic and monetary
conditions and other factors could affect our ability to convert our cash distributions to U.S. dollars or
other freely convertible currencies, or to move funds from our accounts in these countries.
Furthermore, the central bank of any of these countries may have the authority to suspend, restrict or
otherwise impose conditions on foreign exchange transactions or to approve distributions to foreign
investors.
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The success of certain of our activities depends on our ability to protect our intellectual property
rights; intellectual property infringement claims against our customers or us could harm our
business.
We retain certain intellectual property rights to some of the technologies that we develop as
part of our engineering, design and manufacturing services and components offerings. The
measures we have taken to prevent unauthorized use of our technology may not be successful. If
we are unable to protect our intellectual property rights, this could reduce or eliminate the
competitive advantages of our proprietary technology, which would harm our business.
Our engineering, design and manufacturing services and components offerings involve the creation
and use of intellectual property rights, which subject us to the risk of claims of intellectual property
infringement from third parties, as well as claims arising from the allocation of intellectual property
rights among us and our customers. In addition, our customers are increasingly requiring us to
indemnify them against the risk of intellectual property infringement. If any claims are brought against
us or our customers for such infringement, whether or not these have merit, we could be required to
expend significant resources in defense of such claims. In the event of such an infringement claim, we
may be required to spend a significant amount of money to develop non-infringing alternatives or
obtain licenses. We may not be successful in developing such alternatives or obtaining such licenses
on reasonable terms or at all.
If our IT or physical security systems are breached, we may incur significant legal and financial
exposure.
We regularly face attempts by others to gain unauthorized access through the Internet or to
introduce malicious software to our information systems. We are also a target of malicious attackers
who attempt to gain access to our network or data centers or those of our customers or end users; steal
proprietary information related to our business, products, employees, and customers; or interrupt our
systems and services or those of our customers or others. We believe such attempts are increasing in
number and in technical sophistication. In some instances, we, our customers, and the users of our
products and services might be unaware of an incident or its magnitude and effects. We have
implemented security systems with the intent of maintaining the physical security of our facilities and
inventory and protecting our customers' and our suppliers' confidential information. In addition, while
we seek to detect and investigate all unauthorized attempts and attacks against our network, products,
and services, and to prevent their recurrence where practicable through changes to our internal
processes and tools; We are subject to, and at times have suffered from, breach of these security
systems which have in the past and may in the future result in unauthorized access to our facilities
and/or unauthorized use or theft of the inventory or information we are trying to protect. If
unauthorized parties gain physical access to our inventory or if they gain electronic access to our
information systems or if such information or inventory is used in an unauthorized manner,
misdirected, lost or stolen during transmission or transport, any theft or misuse of such information or
inventory could result in, among other things, unfavorable publicity, governmental inquiry and
oversight, difficulty in marketing our services, allegations by our customers that we have not
performed our contractual obligations, litigation by affected parties including our customers and
possible financial obligations for damages related to the theft or misuse of such information or
inventory, any of which could have a material adverse effect on our profitability and cash flow. We
believe that we have adopted appropriate measures to mitigate potential risks to our technology and our
operations from the breach of our security systems.
If our compliance policies are breached, we may incur significant legal and financial exposure.
We have implemented local and global compliance policies to ensure compliance with our legal
obligations across our operations. A significant legal risk resulting from our international operations is
compliance with the U.S. Foreign Corrupt Practices Act or similar local laws of the countries in which
we do business, including the UK Anti-Bribery Act, which prohibits covered companies from making
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payments to foreign government officials to assist in obtaining or retaining business. Our Code of
Business Conduct prohibits corrupt payments on a global basis and precludes us from offering or
giving anything of value to a government official for the purpose of obtaining or retaining business, to
win a business advantage or to improperly influence a decision regarding Flextronics. Nevertheless,
there can be no assurance that all of our employees and agents will refrain from taking actions in
violation of this and our related anti-corruption policies and procedures. Any such violation could
have a material adverse effect on our business.
We are subject to risks relating to litigation, which may have a material adverse effect on our
business.
From time to time, we are involved in various claims, suits, investigations and legal proceedings.
Additional legal claims or regulatory matters may arise in the future and could involve matters relating
to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax,
employment or shareholder issues, product liability claims and other issues on a global basis.
Regardless of the merits of the claims, litigation may be both time- consuming and disruptive to our
business. The defense and ultimate outcome of any lawsuits or other legal proceedings may result in
higher operating expenses and a decrease in operating margin, which could have a material adverse
effect on our business, financial condition, or results of operations.
Compliance with government regulations regarding the use of "conflict minerals" may result in
increased costs and risks to us.
As part of the Dodd-Frank Act, the SEC has promulgated disclosure requirements regarding the use
of certain minerals ("Minerals"), which may be mined from the Democratic Republic of Congo and
adjoining countries. In May 2014, we filed our initial report on Form SD to report that our products
were "DRC Conflict Undeterminable" based on our diligence review. We expect to undertake further
diligence of our supply chain in 2015 and beyond as we will have to publicly disclose whether the
products we sell contain these Minerals and have and may continue to incur significant costs related to
implement a process that will meet the mandates of the Act. Additionally, customers rely on us to
provide critical data regarding the products they purchase and will likely request information on such
Minerals. Our materials sourcing is broad-based and multi-tiered, and we may not be able to easily
verify the origins of the Minerals used in the products we sell. We have many suppliers and each may
provide the required information in a different manner, if at all. Accordingly, because the supply chain
is complex, our reputation may suffer if we are unable to sufficiently verify the origins of the Minerals,
if any, used in our products. Additionally, customers may demand that the products they purchase be
free of any Minerals originating in the specified countries. The implementation of this requirement
could affect the sourcing and availability of products we purchase from our suppliers. This may reduce
the number of suppliers that may be able to provide products and may affect our ability to obtain
products in sufficient quantities to meet customer demand or at competitive prices.
We may not meet regulatory quality standards applicable to our manufacturing and quality
processes for medical devices, which could have an adverse effect on our business, financial
condition or results of operations.
As a medical device manufacturer, we have additional compliance requirements. We are required
to register with the U.S. Food and Drug Administration ("FDA") and are subject to periodic
inspection by the FDA for compliance with the FDA's Quality System Regulation ("QSR")
requirements, which require manufacturers of medical devices to adhere to certain regulations,
including testing, quality control and documentation procedures. Compliance with applicable
regulatory requirements is subject to continual review and is rigorously monitored through periodic
inspections and product field monitoring by the FDA. If any FDA inspection reveals noncompliance
with QSR or other FDA regulations, and the Company does not address the observation adequately to
the satisfaction of the
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FDA, the FDA may take action against us. FDA actions may include issuing a letter of inspectional
observations, issuing a warning letter, imposing fines, bringing an action against the Company and its
officers, requiring a recall of the products we manufactured for our customers, refusing requests for
clearance or approval of new products or withdrawal of clearance or approval previously granted,
issuing an import detention on products entering the U.S. from an offshore facility, or shutting down a
manufacturing facility. If any of these actions were to occur, it would harm our reputation and cause
our business to suffer.
In the European Union ("EU"), we are required to maintain certain standardized certifications in
order to sell our products and must undergo periodic inspections to obtain and maintain these
certifications. Continued noncompliance to the EU regulations could stop the flow of products into the
EU from us or from our customers. In China, the Safe Food and Drug Administration controls and
regulates the manufacture and commerce of healthcare products. We must comply with the regulatory
laws applicable to medical device manufactures or our ability to manufacture products in China could
be impacted. In Japan, the Pharmaceutical Affairs Laws regulate the manufacture and commerce of
healthcare products. These regulations also require that subcontractors manufacturing products
intended for sale in Japan register with authorities and submit to regulatory audits. Other Asian
countries where we operate have similar laws regarding the regulation of medical device
manufacturing.
We are subject to taxes in numerous jurisdictions. Our future effective tax rates could be affected
by changes in the mix of earnings in countries with differing statutory rates and changes in tax laws or
their interpretation including changes related to tax holidays or tax incentives. Our taxes could increase
if certain tax holidays or incentives are not renewed upon expiration, or if tax rates applicable to us in
such jurisdictions are otherwise increased. Our continued ability to qualify for specific tax holiday
extensions will depend on, among other things, our anticipated investment and expansion in these
countries and the manner in which the local governments interpret the requirements for modifications,
extensions or new incentives.
In addition, the Company and its subsidiaries are regularly subject to tax return audits and
examinations by various taxing jurisdictions around the world. In determining the adequacy of our
provision for income taxes, we regularly assess the likelihood of adverse outcomes resulting from tax
examinations. While it is often difficult to predict the final outcome or the timing of the resolution of a
tax examination, we believe that our reserves for uncertain tax benefits reflect the outcome of tax
positions that are more likely than not to occur. However, we cannot assure you that the final
determination of any tax examinations will not be materially different than that which is reflected in
our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or
future examination, there could be a material adverse effect on our tax provision, operating results,
financial position and cash flows in the period or periods for which that determination is made.
If our products or components contain defects, demand for our services may decline and we may be
exposed to product liability and product warranty liability.
Product liability claims may include liability for personal injury or property damage. Product
warranty claims may include liability to pay for the recall, repair or replacement of a product or
component. Although we generally allocate liability for these claims in our contracts with our
customers, increasingly we are unsuccessful in allocating such liability, and even where we have
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allocated liability to our customers, our customers may not have the resources to satisfy claims for
costs or liabilities arising from a defective product or component for which they have assumed
responsibility.
If we design, engineer or manufacture a product or component that is found to cause any personal
injury or property damage or is otherwise found to be defective, we could spend a significant amount
of money to resolve the claim. In addition, product liability and product recall insurance coverage are
expensive and may not be available for some or all of our services offerings on acceptable terms, in
sufficient amounts, or at all. A successful product liability or product warranty claim in excess of our
insurance coverage or any material claim for which insurance coverage is denied, limited or is not
available could have a material adverse effect on our business, results of operations and financial
condition.
Our failure to comply with environmental laws could adversely affect our business.
We are subject to various federal, state, local and foreign environmental laws and regulations,
including regulations governing the use, storage, discharge and disposal of hazardous substances used
in our manufacturing processes. We are also subject to laws and regulations governing the recyclability
of products, the materials that may be included in products, and our obligations to dispose of these
products after end users have finished with them. Additionally, we may be exposed to liability to our
customers relating to the materials that may be included in the components that we procure for our
customers' products. Any violation or alleged violation by us of environmental laws could subject us to
significant costs, fines or other penalties.
We are also required to comply with an increasing number of global and local product
environmental compliance regulations focused on the restriction of certain hazardous substances. We
are subject to the EU directives, including the Restrictions on RoHS, the WEEE as well as the EU's
REACH regulation. In addition, new technical classifications of e-Waste being discussed in the Basel
Convention technical working group could affect both our customers' abilities and obligations in
electronics repair and refurbishment. Also of note is China's Management Methods for Controlling
Pollution Caused by EIPs regulation, commonly referred to as "China RoHS", which restricts the
importation into and production within China of electrical equipment containing certain hazardous
materials. Similar legislation has been or may be enacted in other jurisdictions, including in the United
States. RoHS and other similar legislation bans or restricts the use of lead, mercury and certain other
specified substances in electronics products and WEEE requires EU importers and/or producers to
assume responsibility for the collection, recycling and management of waste electronic products and
components. We have developed rigorous risk mitigating compliance programs designed to meet the
needs of our customers as well as applicable regulations. These programs may include collecting
compliance data from our suppliers, full laboratory testing and public reporting of other environmental
metrics such as carbon emissions, electronic waste and water, and we also require our supply chain to
comply. Non-compliance could potentially result in significant costs and/or penalties. In the case of
WEEE, the compliance responsibility rests primarily with the EU importers and/or producers rather
than with EMS companies. However, OEMs may turn to EMS companies for assistance in meeting
their obligations under WEEE.
In addition, we are responsible for the cleanup of contamination at some of our current and former
manufacturing facilities and at some third party sites. If more stringent compliance or cleanup
standards under environmental laws or regulations are imposed, or the results of future testing and
analyses at our current or former operating facilities indicate that we are responsible for the release of
hazardous substances into the air, ground and/or water, we may be subject to additional liability.
Additional environmental matters may arise in the future at sites where no problem is currently known
or at sites that we may acquire in the future. Our failure to comply with environmental laws and
regulations or adequately address contaminated sites could limit our ability to expand our facilities or
could require us to incur significant expenses, which would harm our business.
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If we do not effectively manage changes in our operations, our business may be harmed; we have
taken substantial restructuring charges in the past and we may need to take material restructuring
charges in the future.
In recent years, we have experienced growth in our business through a combination of internal
growth and acquisitions. However, our business also has been negatively impacted by the recent
adverse global economic conditions. The expansion of our business, as well as business contractions
and other changes in our customers' requirements, have in the past, and may in the future, require that
we adjust our business and cost structures by incurring restructuring charges. Restructuring activities
involve reductions in our workforce at some locations and closure of certain facilities. All of these
changes have in the past placed, and may in the future place, considerable strain on our financial and
management control systems and resources, including decision support, accounting management,
information systems and facilities. If we do not properly manage our financial and management
controls, reporting systems and procedures to manage our employees, our business could be harmed.
In recent years, including during fiscal years 2014 and 2013, we undertook initiatives to restructure
our business operations through a series of restructuring activities, which were intended to realign our
global capacity and infrastructure with demand by our OEM customers and thereby improve our
operational efficiency. These activities included reducing excess workforce and capacity, transitioning
manufacturing to lower-cost locations and eliminating redundant facilities, and consolidating and
eliminating certain administrative facilities.
While we incur severance, asset impairment charges and other charges as a result of changes in our
customer mix on an ongoing basis, such individual actions were not considered material and did not
qualify as restructuring charges per accounting principles generally accepted in the United States to be
separately disclosed as restructuring charges in fiscal year 2015, and are included in either cost of sales
or selling, general and administrative expenses, as appropriate. Our restructuring activities undertaken
during fiscal years 2014 and 2013 have been disclosed separately on our statement of operations. We
may be required to take additional charges in the future to align our operations and cost structures with
global economic conditions, market demands, cost competitiveness, and our geographic footprint as it
relates to our customers' production requirements. We may consolidate certain manufacturing facilities
or transfer certain of our operations to lower cost geographies. If we are required to take additional
restructuring charges in the future, our operating results, financial condition, and cash flows could be
adversely impacted. Additionally, there are other potential risks associated with our restructurings that
could adversely affect us, such as delays encountered with the finalization and implementation of the
restructuring activities, work stoppages, and the failure to achieve targeted cost savings.
Fluctuations in foreign currency exchange rates could increase our operating costs.
We have manufacturing operations and industrial parks that are located in lower cost regions of the
world, such as Asia, Eastern Europe and Mexico. A portion of our purchases and our sale transactions
are denominated in currencies other than the United States dollar. As a result, we are exposed to
fluctuations in these currencies impacting our fixed cost overhead or our supply base relative to the
currencies in which we conduct transactions.
Currency exchange rates fluctuate on a daily basis as a result of a number of factors, including
changes in a country's political and economic policies. Volatility in the functional and non-functional
currencies of our entities and the United States dollar could seriously harm our business, operating
results and financial condition. The primary impact of currency exchange fluctuations is on the cash,
receivables, payables and expenses of our operating entities. As part of our currency hedging strategy,
we use financial instruments, primarily forward exchange and swap contracts, to hedge our foreign
currency exposure in order to reduce the short-term impact of foreign currency rate fluctuations on our
26
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operating results. If our hedging activities are not successful or if we change or reduce these hedging
activities in the future, we may experience significant unexpected fluctuations in our operating results
as a result of changes in exchange rates.
We are also exposed to risks related to the valuation of the Chinese currency relative to the U.S.
dollar. The Chinese currency is the renminbi ("RMB"). A significant increase in the value of the RMB
could adversely affect our financial results and cash flows by increasing both our manufacturing costs
and the costs of our local supply base.
Our success depends to a large extent upon the continued services of our executive officers and
other key employees. Generally our employees are not bound by employment or non-competition
agreements, and we cannot assure you that we will retain our executive officers and other key
employees. We could be seriously harmed by the loss of any of our executive officers or other key
employees. We will need to recruit and retain skilled management personnel, and if we are not able to
do so, our business could be harmed. In addition, in connection with expanding our design services
offerings, we must attract and retain experienced design engineers. There is substantial competition in
our industry for highly skilled employees. Our failure to recruit and retain experienced design
engineers could limit the growth of our design services offerings, which could adversely affect our
business.
Failure to comply with domestic or international employment and related laws could result in the
payment of significant damages, which would reduce our net income.
We are subject to a variety of domestic and foreign employment laws, including those related to
safety, wages and overtime, discrimination, whistle-blowing, classification of employees and severance
payments. Enforcement activity relating to these laws, particularly outside of the United States, can
increase as a result of increased media attention due to violations by other companies, changes in law,
political and other factors. There can be no assurance that we won't be found to have violated such laws
in the future, due to a more aggressive enforcement posture by governmental authorities or for any
other reason. Any such violations could lead to the assessment of fines against us by federal, state or
foreign regulatory authorities or damages payable to employees, which fines could be substantial and
which would reduce our net income.
We may encounter difficulties with acquisitions, which could harm our business.
We have completed numerous acquisitions of businesses and we may acquire additional businesses
in the future. Any future acquisitions may require additional equity financing, which could be dilutive
to our existing shareholders, or additional debt financing, which could increase our leverage and
potentially affect our credit ratings. Any downgrades in our credit ratings associated with an
acquisition could adversely affect our ability to borrow by resulting in more restrictive borrowing
terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic
customer transactions in the future to the same extent as in the past, or at all.
operation of our
business; 27
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These and other factors have harmed, and in the future could harm, our ability to achieve
anticipated levels of profitability at acquired operations or realize other anticipated benefits of an
acquisition, and could adversely affect our business and operating results.
In the past, we have completed numerous strategic transactions with OEM customers. Under these
arrangements, we generally acquire inventory, equipment and other assets from the OEM, and lease or
acquire their manufacturing facilities, while simultaneously entering into multi-year manufacturing
and supply agreements for the production of their products. We may pursue these OEM divestiture
transactions in the future. These arrangements entered into with divesting OEMs typically involve
many risks, including the following:
• we may need to pay a purchase price to the dives ting OEMs that exceeds the value we
ultimately may realize from the future business of the OEM;
• the integration of the acquired assets and facilities into our business may be time-
consuming and costly, including the incurrence of restructuring charges;
• we, rather than the divesting OEM, bear the risk of excess capacity at the facility;
• we may not achieve anticipated cost reductions and efficiencies at the facility;
• we may be unable to meet the expectations of the OEM as to volume, product quality,
timeliness and cost reductions;
• our supply agreements with the OEMs generally do not require any minimum volumes of
purchase by the OEMs, and the actual volume of purchases may be less than anticipated;
and
• if demand for the OEMs' products declines, the OEM may reduce its volume of purchases,
and we may not be able to sufficiently reduce the expenses of operating the facility or use
the facility to provide services to other OEMs.
As a result of these and other risks, we have been, and in the future may be, unable to achieve
anticipated levels of profitability under these arrangements. In addition, these strategic arrangements
have not, and in the future may not, result in any material revenues or contribute positively to our
earnings per share.
We may be subject, from time to time, to legal and business challenges in the operation of our
company due to actions instituted by activist shareholders or others. Responding to such actions could
be costly and time-consuming, may not align with our business strategies and could divert the
attention of our Board of Directors and senior management from the pursuit of our business strategies.
Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the
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perception of a change in the direction of the business or other instability and may make it more
difficult to attract and retain qualified personnel and business partners and may affect our relationships
with vendors, customers and other third parties.
Changes in financial accounting standards or policies have affected, and in the future may affect,
our reported financial condition or results of operations.
We prepare our financial statements in conformity with U.S. GAAP. These principles are subject to
interpretation by the Financial Accounting Standards Board (FASB), the American Institute of
Certified Public Accountants (AICPA), the SEC and various bodies formed to interpret and create
accounting policies. For example, significant changes to revenue recognition rules have been enacted
and will begin to apply to us as early as fiscal year 2018 unless the adoption date is postponed to our
fiscal year 2019 as the FASB has proposed. Changes to accounting rules or challenges to our
interpretation or application of the rules by regulators may have a material adverse effect on our
reported financial results or on the way we conduct business.
Our business and operations could be adversely impacted by climate change initiatives.
Concern over climate change has led to international legislative and regulatory initiatives
directed at limiting carbon dioxide and other greenhouse gas emissions. Proposed and existing
efforts to address climate change by reducing greenhouse gas emissions could directly or indirectly
affect our costs of energy, materials, manufacturing, distribution, packaging and other operating
costs, which could impact our business and financial results.
Two of our significant end markets are the mobile devices market and the consumer devices
market. These markets exhibit particular strength generally in the two quarters leading up to the end
of the calendar year in connection with the holiday season. As a result, we have historically
experienced stronger revenues in our second and third fiscal quarters as compared to our other fiscal
quarters. Economic or other factors leading to diminished orders in the end of the calendar year
could harm our business.
As of March 31, 2015, our total debt was approximately $2.1 billion. This level of indebtedness
could limit our flexibility as a result of debt service requirements and restrictive covenants, and may
limit our ability to access additional capital or execute our business strategy.
Changes in our credit rating may make it more expensive for us to raise additional capital or to
borrow additional funds. We may also be exposed to interest rate fluctuations on our outstanding
borrowings and investments.
Our credit is rated by credit rating agencies. Our 4.625% Notes and our 5.000% Notes are currently
rated BB+ by Standard and Poor's ("S&P") and Ba1 by Moody's, and are considered to be below
"investment grade" debt by Moody's and S&P. Any further decline in our credit rating may make it
more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at
all; negatively impact the price of our ordinary shares; increase our interest payments under some of
our existing debt agreements; and have other negative implications on our business, many of which are
beyond our control. In addition, the interest rate payable on some of our credit facilities is subject to
adjustment from time to time if our credit ratings change. Thus, any potential future negative change in
our credit rating may increase the interest rate payable on these credit facilities.
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In addition, we are exposed to interest rate risk under our variable rate terms loans, bilateral
facilities and revolving credit facility for indebtedness we have incurred or may incur under such
borrowings. The interest rates under these borrowings are based on either (i) a margin over LIBOR or
(ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR
for a one-month interest period plus 1.00%) plus an applicable margin, in each case depending on our
credit rating. Refer to the discussion in note 7, "Bank Borrowings and Long-Term Debt" to the
consolidated financial statements for further details of our debt obligations. We are also exposed to
interest rate risk on our invested cash balances, our securitization facilities and our factoring activities.
Weak global economic conditions and instability in financial markets may adversely affect our
business, results of operations, financial condition and access to capital markets.
Our revenue and gross margin depend significantly on general economic conditions and the
demand for products in the markets in which our customers compete. Adverse worldwide economic
conditions may create challenging conditions in the electronics industry. These conditions may result in
reduced consumer and business confidence and spending in many countries, a tightening in the credit
markets, a reduced level of liquidity in many financial markets and high volatility in credit, fixed
income and equity markets. In addition, longer term disruptions in the capital and credit markets could
adversely affect our access to liquidity needed for our business. If financial institutions that have
extended credit commitments to us are adversely affected by the conditions of the U.S. and
international capital markets, they may become unable to fund borrowings under their credit
commitments to us, which could have an adverse impact on our financial condition and our ability to
borrow additional funds, if needed, for working capital, capital expenditures, acquisitions, research and
development and other corporate purposes.
Catastrophic events or geopolitical conditions could have a material adverse effect on our operations
and financial results.
Our operations or systems could be disrupted by natural disasters; geopolitical conditions; terrorist
activity; public health issues; cyber security incidents; interruptions of service from utilities,
transportation or telecommunications providers; or other catastrophic events. Such events could make
it difficult or impossible to manufacture or deliver products to our customers, receive production
materials from our suppliers, or perform critical functions, which could adversely affect our revenue
and require significant recovery time and expenditures to resume operations. While we maintain
business recovery plans that are intended to allow us to recover from natural disasters or other events
that can be disruptive to our business, some of our systems are not fully redundant and we cannot be
sure that our plans will fully protect us from all such disruptions.
We maintain a program of insurance coverage for a variety of property, casualty, and other risks.
We place our insurance coverage with multiple carriers in numerous jurisdictions. However, one or
more of our insurance providers may be unable or unwilling to pay a claim. The types and amounts of
insurance we obtain vary depending on availability, cost, and decisions with respect to risk retention.
The policies have deductibles and exclusions that result in us retaining a level of self-insurance.
Losses not covered by insurance may be large, which could harm our results of operations and
financial condition.
The stock market in recent years has experienced significant price and volume fluctuations that
have affected the market prices of companies, including technology companies. These fluctuations
have often been unrelated to or disproportionately impacted by the operating performance of these
companies. The market for our ordinary shares has been and may in the future be subject to similar
volatility. Factors such as fluctuations in our operating results, announcements of technological
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innovations or events affecting other companies in the electronics industry, currency fluctuations,
general market fluctuations, and macro-economic conditions may cause the market price of our
ordinary shares to decline.
The Company's goodwill and identifiable intangible assets could become impaired, which could
reduce the value of its assets and reduce its net income in the year in which the write-off occurs.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets
acquired. The Company also ascribes value to certain identifiable intangible assets, which consist
primarily of customer relationships, developed technology and trade names, among others, as a result
of acquisitions. The Company may incur impairment charges on goodwill or identifiable intangible
assets if it determines that the fair values of goodwill or identifiable intangible assets are less than their
current carrying values. The Company evaluates, on a regular basis, whether events or circumstances
have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be
recoverable, in which case an impairment charge to earnings would become necessary.
Refer to notes 1 and 2 to the consolidated financial statements and 'critical accounting policies' in
management's discussion and analysis of financial condition and results of operations for further
discussion of the impairment testing of goodwill and identifiable intangible assets.
A decline in general economic conditions or global equity valuations could impact the judgments
and assumptions about the fair value of the Company's businesses and the Company could be
required to record impairment charges on its goodwill or other identifiable intangible assets in the
future, which could impact the Company's consolidated balance sheet, as well as the Company's
consolidated statement of operations. If the Company was required to recognize an impairment
charge in the future, the charge would not impact the Company's consolidated cash flows, current
liquidity, capital resources, and covenants under its existing credit facilities, asset securitization
program, and other outstanding borrowings.
None.
ITEM 2. PROPERTIES
Our facilities consist of a global network of industrial parks, regional manufacturing operations,
and design, engineering and product introduction centers, providing approximately 24.4 million
square feet of productive capacity as of March 31, 2015. We own facilities with approximately 7.7
million square feet in Asia, 3.5 million square feet in the Americas and 2.1 million square feet in
Europe. We lease facilities with approximately 5.5 million square feet in Asia, 3.8 million square feet
in the Americas and 1.8 million square feet in Europe.
Our facilities include large industrial parks, ranging in size from under 100,000 to 3.2 million
square feet in Brazil, China, Hungary, Israel, Malaysia, Mexico, Poland, Romania, and the Ukraine.
We also have regional manufacturing operations, generally ranging in size from under 100,000 to
approximately 2.7 million square feet in Austria, Brazil, Canada, China, Denmark, Hong Kong,
Hungary, India, Indonesia, Ireland, Italy, Japan, Malaysia, Mexico, Singapore, Sweden, Switzerland,
the Ukraine and the United States. We also have smaller design and engineering centers and product
introduction centers at a number of locations in the world's major consumer electronics and industrial
markets.
Our facilities are well maintained and suitable for the operations conducted. The productive
capacity of our plants is adequate for current needs.
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For a description of our material legal proceedings, see note 12 "Commitments and Contingencies"
to the consolidated financial statements, which is incorporated herein by reference.
Not applicable
PART II
Our ordinary shares are quoted on the NASDAQ Global Select Market under the symbol "FLEX."
The following table sets forth the high and low per share sales prices for our ordinary shares since the
beginning of fiscal year 2014 as reported on the NASDAQ Global Select Market.
High Low
Fiscal Year Ended March 31, 2015
Fourth Quarter $ 12.68 $ 10.47
Third Quarter 11.35 8.75
Second Quarter 11.52 10.30
First Quarter 11.35 8.93
Fiscal Year Ended March 31, 2014
Fourth Quarter $ 9.42 $ 7.50
Third Quarter 9.25 7.13
Second Quarter 9.50 7.68
First Quarter 7.89 6.64
As of May 14, 2015 there were 3,356 holders of record of our ordinary shares and the closing sales
price of our ordinary shares as reported on the NASDAQ Global Select Market was $12.52 per share.
DIVIDENDS
Since inception, we have not declared or paid any cash dividends on our ordinary shares. We
currently do not have plans to pay any dividends in fiscal year 2016.
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The following stock price performance graph and accompanying information is not deemed to be
"soliciting material" or to be "filed" with the SEC or subject to Regulation 14A under the Securities
Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and
will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, regardless of any general incorporation language in any such
filing.
The graph below compares the cumulative total shareholder return on our ordinary shares, the
Standard & Poor's 500 Stock Index and a peer group comprised of Benchmark Electronics, Inc.,
Celestica, Inc., Jabil Circuit, Inc., and Sanmina-SCI Corporation.
The graph below assumes that $100 was invested in our ordinary shares, in the Standard &
Poor's 500 Stock Index and in the peer group described above on March 31, 2010 and reflects the
annual return through March 31, 2015, assuming dividend reinvestment.
The comparisons in the graph below are based on historical data and are not indicative of, or
intended to forecast, the possible future performances of our ordinary shares.
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright
1980-2015 Index Data: Copyright Standard and Poor's, Inc. Used with permission. All rights
reserved.
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The following table provides information regarding purchases of our ordinary shares made by
us for the period from January 1, 2015 through March 31, 2015.
(1) During the period from January 1, 2015 through March 31, 2015 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 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 repurchase 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 March 31, 2015, shares in the aggregate amount of $238.4 million
were available to be repurchased under the current Board authorization.
None.
Gains on Disposal. Under current Singapore tax law there is no tax on capital gains, thus any
profits from the disposal of shares are not taxable in Singapore unless the gains arising from the
disposal of shares are income in nature and subject to tax, especially if they arise from activities
which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in
Singapore (in which case, the profits on the sale would be taxable as trade profits rather than capital
gains).
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard
39 Financial Instruments—Recognition and Measurement ("FRS 39") for the purposes of Singapore
income tax may be required to recognize gains or losses (not being gains or losses in the nature of
capital) in accordance with the provisions of FRS 39 (as modified by the applicable provisions of
Singapore income tax law) even though no sale or disposal of shares is made.
Stamp Duty. There is no stamp duty payable for holding shares, and no duty is payable on the
acquisition of newly-issued shares. When existing shares are acquired in Singapore, a stamp duty is
payable on the instrument of transfer of the shares at the rate of two Singapore dollars ("S$") for every
S$1,000 of the market value of the shares. The stamp duty is borne by the purchaser unless there
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is an agreement to the contrary. If the instrument of transfer is executed outside of Singapore, the
stamp duty must be paid only if the instrument of transfer is received in Singapore.
Estate Taxation. The estate duty was abolished for deaths occurring on or after February 15, 2008.
For deaths prior to February 15, 2008 the following rules apply:
If an individual who is not domiciled in Singapore dies on or after January 1, 2002, no estate
tax is payable in Singapore on any of our shares held by the individual.
If property passing upon the death of an individual domiciled in Singapore includes our shares,
Singapore estate duty is payable to the extent that the value of the shares aggregated with any other
assets subject to Singapore estate duty exceeds S$600,000. Unless other exemptions apply to the other
assets, for example, the separate exemption limit for residential properties, any excess beyond
S$600,000 will be taxed at 5% on the first S$12,000,000 of the individual's chargeable assets and
thereafter at 10%.
An individual shareholder who is a U.S. citizen or resident (for U.S. estate tax purposes) will have
the value of the shares included in the individual's gross estate for U.S. estate tax purposes. An
individual shareholder generally will be entitled to a tax credit against the shareholder's U.S. estate tax
to the extent the individual shareholder actually pays Singapore estate tax on the value of the shares;
however, such tax credit is generally limited to the percentage of the U.S. estate tax attributable to the
inclusion of the value of the shares included in the shareholder's gross estate for U.S. estate tax
purposes, adjusted further by a pro rata apportionment of available exemptions. Individuals who are
domiciled in Singapore should consult their own tax advisors regarding the Singapore estate tax
consequences of their investment.
Tax Treaties Regarding Withholding. There is no reciprocal income tax treaty between the U.S.
and Singapore regarding withholding taxes on dividends and capital gains.
These historical results are not necessarily indicative of the results to be expected in the future.
The following selected consolidated financial data set forth below was derived from our historical
audited consolidated financial statements and is qualified by reference to and should be read in
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conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Item 8, "Financial Statements and Supplementary Data."
Fiscal Year
Ended March
31,
2012(
2015 2014 2013 2) 2011(2)
(In thousands, except per
share amounts)
CONSOLIDAT
ED
STATEMENT
OF
OPERATION
S
DATA:
26,147, 26,108, 23,569, 29,343,
Net sales $ 916 $ 607 $ 475 $ 029 $ 28,442,633
24,602, 24,609, 22,187, 27,825,
Cost of sales 576 738 393 079 26,859,288
Restructuring
charges — 58,648 215,834 — —
1,545,3 1,440,2 1,166,2 1,517,9
Gross profit 40 21 48 50 1,583,345
Selling, general
and
administrative
expenses 844,473 874,796 805,235 877,564 801,772
Intangible
amortization 32,035 28,892 29,529 49,572 66,188
Restructuring
charges — 16,663 11,600 — —
Other charges
(income),
net(1) (53,233) 57,512 (65,190) (19,935) 6,127
Interest and
other,
net 51,410 61,904 56,259 36,019 74,948
Income from
continuing
operations
before
income
taxes 670,655 400,454 328,815 574,730 634,310
Provision for
income taxes 69,854 34,860 26,313 53,960 22,049
Income from
continuing
operations 600,801 365,594 302,502 520,770 612,261
Loss from
discontinued
operations, net
of
tax — — (25,451) (32,005) (16,042)
Net income $600,801 $ 365,594 $ 277,051 $ 488,765 $ 596,219
Diluted earnings
(loss) per
share:
Continuing
operations $ 1.02 $ 0.59 $ 0.45 $ 0.72 $ 0.77
Discontinued
operations $ — $ — $ (0.04) $ (0.04) $ (0.02)
Total $ 1.02 $ 0.59 $ 0.41 $ 0.67 $ 0.75
As of
March
31,
2015 2014 2013 2012 2011
(In
thousand
s)
CONSOLIDAT
ED
BALANCE
SHEET
DATA:
Working 1,984,6 1,743,6 1,598,6 2,246,3
capital(3) $ 77 $ 39 $ 16 $ 65 $ 2,225,268
11,665, 12,500, 10,591, 11,033,
Total assets 624 150 555 804 11,633,152
Total long-term
debt, excluding
2,037,5 2,070,0 1,650,9 2,149,3
current portion 71 20 73 33 2,198,942
Shareholders'
equity
2,396,2 2,201,6 2,246,7 2,283,9
(4) 50 79 58 79 2,294,696
(1) For fiscal years 2015, 2014 and 2013, refer to note 15 to the consolidated financial
statements for further discussion. The net other income in the fiscal year 2012,
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During fiscal year 2011, the Company recognized a $13.2 million loss associated with
the early redemption of the 6.25% Senior Subordinated Notes and an $11.7 million
loss in connection with the divestiture of certain international entities. Additionally,
the Company recognized a gain of $18.6 million associated with a sale of an equity
investment that was previously fully impaired.
(2) During the fourth quarter of fiscal year 2012, the Company identified certain
accounting errors in the statutory-to-U.S. GAAP adjustments at one of its foreign sites
that originated in prior annual periods. Management conducted additional procedures
and concluded that these errors were isolated to that location. These errors, which
primarily understated cost of sales, totaled $10.4 million and $8.0 million for the
fiscal years ended March 31, 2011 and 2010 respectively, and were corrected by the
Company as an out-of-period adjustment in the fourth quarter of fiscal year 2012.
Management believes the impact of this item, to the fiscal year ended March 31, 2012
and to prior fiscal years presented was not material. As a result of recording these
adjustments in the fourth quarter of fiscal year 2012, net income for the year ended
March 31, 2012 was reduced by $24.9 million ($0.03 per share).
(3) Working capital is defined as current assets less current liabilities.
(4) During fiscal year 2014, a previously wholly-owned subsidiary of the Company issued
a non-controlling equity interest to certain third party investors in exchange for $38.6
million in cash for an ownership interest of less than 20% of the outstanding shares in
the subsidiary. Accordingly, as of March 31, 2015 and 2014, the non-controlling
interest has been included on the consolidated balance sheet as a component of total
shareholders' equity.
This report on Form 10-K contains forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. The words "expects," "anticipates," "believes," "intends," "plans" and similar expressions
identify forward-looking statements. In addition, any statements which refer to expectations,
projections or other characterizations of future events or circumstances are forward-looking statements.
We undertake no obligation to publicly disclose any revisions to these forward-looking statements to
reflect events or circumstances occurring subsequent to filing this Form 10-K with the Securities and
Exchange Commission. These forward-looking statements are subject to risks and uncertainties,
including, without limitation, those discussed in this section and in Item 1A, "Risk Factors." In
addition, new risks emerge from time to time and it is not possible for management to predict all such
risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results
may differ materially from historical results or from those discussed or implied by these forward-
looking statements. Given these risks and uncertainties, the reader should not place undue reliance on
these forward-looking statements.
OVERVIEW
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electronics business, including connected living, wearable electronics, game consoles, and connectivity
devices; and our high-volume computing business, including various supply chain solutions for
notebook personal computing, tablets and printers; Industrial and Emerging Industries ("IEI"), which is
comprised of semiconductor and capital equipment, office solutions, test and measurement, household
industrial and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and
Integrated Network Solutions ("INS"), which includes radio access base stations, remote radio heads,
and small cells for wireless infrastructure; optical, routing, broadcasting and switching products for the
data and video network; 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. As of March 31, 2015 the above described
business groups comprise our reportable segments. Please refer to note 19 to the consolidated financial
statements in Item 8, "Financial Statements and Supplementary Data."
Our strategy is to provide customers with a full range of cost competitive, vertically-integrated
global supply chain solutions through which we can design, build, ship and service a complete
packaged product for our OEM customers. This enables our OEM customers to leverage our supply
chain solutions to meet their product requirements throughout the entire product life cycle.
Over the past few years, we have seen an increased level of diversification by many companies,
primarily in the technology sector. Some companies that have historically identified themselves as
software providers, Internet service providers or e-commerce retailers have entered the highly
competitive and rapidly evolving technology hardware markets, such as mobile devices, home
entertainment and wearable devices. This trend has resulted in a significant change in the
manufacturing and supply chain solutions requirements of such companies. While the products have
become more complex, the supply chain solutions required by such companies have become more
customized and demanding, and it has changed the manufacturing and supply chain landscape
significantly.
We use a portfolio approach to manage our extensive service offerings. As our OEM customers
change the way they go to market, we are able to reorganize and rebalance our business portfolio in
order to align with our customers' needs and requirements in an effort to optimize operating results.
The objective of our business model is to allow us to be flexible and redeploy and reposition our
assets and resources as necessary to meet specific customer's supply chain solutions needs across all
of the markets we serve and earn a return on our invested capital above the weighted average cost of
that capital.
During the past few years we have made significant efforts to evolve our long-term portfolio
towards a higher mix of businesses which possess longer product life cycles and higher margins such
as reflected in our IEI and HRS businesses. During the last two fiscal years we launched several
programs broadly across our portfolio of services and in some instances we deployed certain new
technologies. Some of these programs have started to yield better results, as demonstrated by our
margin improvement over a comparable base of sales during fiscal year 2015. We continue to invest
in innovation and we have expanded our design and engineering relationships through our product
innovation centers.
We believe that our business transformation has strategically positioned us to take advantage of
the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design
and engineering services and after-market services, which remain strong.
We are one of the world's largest providers of global supply chain solutions, with revenues of
$26.1 billion in fiscal year 2015. We have established an extensive network of manufacturing
facilities in the world's major consumer electronics and industrial markets (Asia, the Americas, and
Europe) in order to serve the growing outsourcing needs of both multinational and regional OEMs.
We design, build, ship, and service consumer electronics and industrial products for our customers
through a
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network of over 100 facilities in approximately 30 countries across four continents. As of March 31,
2015, our total manufacturing capacity was approximately 24.4 million square feet. In fiscal year 2015,
our net sales in Asia, the Americas and Europe represented approximately 50%, 34% and 16%,
respectively, of our total net sales, based on the location of the manufacturing site. The following tables
set forth net sales and net property and equipment, by country, based on the location of our
manufacturing sites and the relative percentages:
Fiscal Year
Ended March 31,
Net sales: 2015 2014 2013
(In
thousan
ds)
9,550,8 10,521, 8,132,7
China $ 37 37% $ 169 40%$ 76 35%
3,512,7 3,565, 14 3,534,0
Mexico 67 13% 803 % 67 15%
2,876,3 2,829, 11 2,539,4
U.S 59 11% 807 % 60 11%
2,474,2 1,699, 1,023,7
Brazil 91 9% 209 6% 90 4%
2,300,5 2,142, 2,440,9
Malaysia 79 9% 437 8% 02 10%
5,433,0 5,350, 21 5,898,4
Other 83 21% 182 % 80 25%
26,147, 26,108, 23,569,
$ 916 $ 607 $ 475
We believe that the combination of our extensive open innovation platform solutions, design and
engineering services, advanced supply chain management solutions and services, significant scale and
global presence, and industrial campuses in low-cost geographic areas provide us with a competitive
advantage and strong differentiation in the market for designing, manufacturing and servicing
consumer electronics and industrial products for leading multinational and regional OEMs.
Specifically, we have launched multiple product innovation centers ("PIC") focused exclusively on
offering our customers the ability to simplify their global product development, manufacturing process,
and after sales services, and enable them to meaningfully accelerate their time to market and cost
savings.
Our operating results are affected by a number of factors, including the following:
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We also are subject to other risks as outlined in Item 1A, "Risk Factors."
Net sales for fiscal year 2015 remained relatively stable from the prior year, increasing by 0.2% or
$39.3 million to $26.1 billion. Revenue increased for our IEI and HRS business groups, offset by
decreases for our INS and CTG business groups. Our fiscal year 2015 gross profit totaled $1.5 billion,
representing an increase of $105.1 million, or 7.3%, and our income from continuing operations
totaled $600.8 million, representing an increase of $235.2 million, or 64.3%, compared to fiscal year
2014. Both gross profit and income from continuing operations increased primarily as a result of an
improved cost structure and operating efficiencies following our restructuring activities completed in
the fiscal years 2014 and 2013 coupled with an increase in sales from our IEI and HRS business
groups which contribute higher margins. Our income before taxes further benefited by the reversal of
a customer contractual obligation in fiscal year 2015 in the amount of $55.0 million, which was
accrued in fiscal year 2014, upon execution of an amendment to the customer contract in early fiscal
year 2015, which relieved us of this contractual obligation, as discussed in note 15 to the consolidated
financial statements in Item 8, "Financial Statements and Supplementary Data".
Cash provided by operations decreased approximately $422.4 million to $0.8 billion for the fiscal
year 2015 compared with $1.2 billion for the fiscal year 2014 primarily due to unfavorable changes in
operating assets and liabilities. Our average net working capital, defined as accounts receivable,
including deferred purchase price receivable from our asset-backed securitization programs plus
inventory less accounts payable, as a percentage of annualized sales increased by 0.3% to 7.8%. Our
free cash flow, which we define as cash from operating activities less net purchases of property and
equipment, was $554.3 million for fiscal year 2015 compared to $701.5 million for fiscal year 2014,
primarily due to the lower cash flows from operations offset by lower net expenditures during fiscal
year 2015. Refer to the Liquidity and Capital Resources section for the free cash flows reconciliation to
our most directly comparable GAAP financial measure of cash flows from operations. Cash used in
financing activities amounted to $516.0 million during fiscal year 2015 and included repurchases of
approximately 38.7 million ordinary shares at an aggregate purchase value of $415.9 million.
We believe the following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements. For further discussion of
our significant accounting policies, refer to note 2 to the consolidated financial statements in Item 8,
"Financial Statements and Supplementary Data."
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Revenue Recognition
We recognize manufacturing revenue when we ship goods or the goods are received by our
customer, title and risk of ownership have passed, the price to the buyer is fixed or determinable and
recoverability is reasonably assured. Generally, there are no formal substantive customer acceptance
requirements or further obligations related to manufacturing services. If such requirements or
obligations exist, then we recognize the related revenues at the time when such requirements are
completed and the obligations are fulfilled. Some of our customer contracts allow us to recover certain
costs related to manufacturing services that are over and above the prices we charge for the related
products. We determine the amount of costs that are recoverable based on historical experiences and
agreements with those customers. Also, certain customer contracts may contain certain commitments
and obligations that may result in additional expenses or decrease in revenue. We accrue for these
commitments and obligations based on facts and circumstances and contractual terms. We also make
provisions for estimated sales returns and other adjustments at the time revenue is recognized based
upon contractual terms and an analysis of historical returns. Provisions for sales returns and other
adjustments were not material to our consolidated financial statements for any of the periods presented.
We provide a comprehensive suite of services for our customers that range from advanced product
design to manufacturing and logistics to after-sales services. We recognize service revenue when the
services have been performed, and the related costs are expensed as incurred. Our net sales for services
were less than 10% of our total sales for all periods presented, and accordingly, are included in net
sales in the consolidated statements of operations.
We have an established customer credit policy through which we manage customer credit exposures
through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits for new
and existing customers. We perform ongoing credit evaluations of our customers' financial condition
and make provisions for doubtful accounts based on the outcome of those credit evaluations. We
evaluate the collectability of accounts receivable based on specific customer circumstances, current
economic trends, historical experience with collections and the age of past due receivables. To the
extent we identify exposures as a result of credit or customer evaluations, we also review other
customer related exposures, including but not limited to inventory and related contractual obligations.
Restructuring Charges
The recognition of these restructuring charges requires that we make certain judgments and
estimates regarding the nature, timing and amount of costs associated with the planned exit activity.
To the extent our actual results differ from our estimates and assumptions, we may be required to
revise the estimates of future liabilities, requiring the recognition of additional restructuring charges
or the reduction of liabilities already recognized. Such changes to previously estimated amounts may
be material to the consolidated financial statements. At the end of each reporting period, we evaluate
the remaining accrued balances to ensure that no excess accruals are retained and the utilization of the
provisions are for their intended purpose in accordance with developed exit plans.
Refer to note 14 to the consolidated financial statements in Item 8, "Financial Statements and
Supplementary Data" for further discussion of our restructuring activities.
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We review property and equipment and acquired amortizable intangible assets for impairment at
least annually and whenever events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. An impairment loss is recognized when the carrying amount of these
long-lived assets exceeds their fair value. Recoverability of property and equipment and acquired
amortizable intangible assets are measured by comparing their carrying amount to the projected cash
flows the assets are expected to generate. If such assets are considered to be impaired, the impairment
loss recognized, if any, is the amount by which the carrying amount of the property and equipment and
acquired amortizable intangible assets exceeds fair value. Our judgments regarding projected cash
flows for an extended period of time and the fair value of assets may be impacted by changes in market
conditions, general business environment and other factors. To the extent our estimates relating to cash
flows and fair value of assets change adversely we may have to recognize additional impairment
charges in the future.
Goodwill is tested for impairment on an annual basis and whenever events or changes in
circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of
goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount,
including goodwill, to the fair value of the reporting unit, which is measured based upon, among other
factors, market multiples for comparable companies as well as a discounted cash flow analysis. During
the fourth quarter of fiscal year 2015, the Company identified four reportable operating segments:
HRS, CTG, IEI and INS and concluded these same four segments also represented its reporting units.
The Company performed its goodwill impairment assessment on January 1, 2015 and determined that
no impairment existed as of the date of the impairment test because the fair value of each reporting
unit exceeded its carrying value.
Inventory Valuation
Our inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. Our
industry is characterized by rapid technological change, short-term customer commitments and rapid
changes in demand. We purchase our inventory based on forecasted demand, and we estimate write
downs for excess and obsolete inventory based on our regular reviews of inventory quantities on hand,
and the latest forecasts of product demand and production requirements from our customers. If actual
market conditions or our customers' product demands are less favorable than those projected, additional
write downs may be required. In addition, unanticipated changes in the liquidity or financial position of
our customers and/or changes in economic conditions may require additional write downs for
inventories due to our customers' inability to fulfill their contractual obligations with regard to
inventory procured to fulfill customer demand.
Contingent Liabilities
Income Taxes
Our deferred income tax assets represent temporary differences between the carrying amount and
the tax basis of existing assets and liabilities, which will result in deductible amounts in future years,
including net operating loss carry forwards. Based on estimates, the carrying value of our net deferred
tax assets assumes that it is more likely than not that we will be able to generate sufficient future
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taxable income in certain tax jurisdictions to realize these deferred income tax assets. Our judgments
regarding future profitability may change due to future market conditions, changes in U.S. or
international tax laws and other factors. If these estimates and related assumptions change in the
future, we may be required to increase or decrease our valuation allowance against deferred tax assets
previously recognized, resulting in additional or lesser income tax expense.
We are regularly subject to tax return audits and examinations by various taxing jurisdictions and
around the world, and there can be no assurance that the final determination of any tax examinations
will not be materially different than that which is reflected in our income tax provisions and accruals.
Should additional taxes be assessed as a result of a current or future examination, there could be a
material adverse effect on our tax position, operating results, financial position and cash flows. Refer to
note 13 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary
Data" for further discussion of our tax position.
The financial position and results of operations for certain of our subsidiaries are measured using a
currency other than the U.S. dollar as their functional currency. Accordingly, all assets and liabilities
for these subsidiaries are translated into U.S. dollars at the current exchange rates as of the respective
balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing
during the period. Cumulative gains and losses from the translation of these subsidiaries' financial
statements are reported as other comprehensive loss, a component of shareholders' equity. Foreign
exchange gains and losses arising from transactions denominated in a currency other than the
functional currency of the entity involved, and re-measurement adjustments for foreign operations
where the U.S. dollar is the functional currency, are included in operating results.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain statements of operations data
expressed as a percentage of net sales. The financial information and the discussion below should be
read in conjunction with the consolidated financial statements and notes thereto included in Item 8,
"Financial Statements and Supplementary Data." The data below, and discussion that follows,
represents our results from operations.
Fiscal Year
Ended
Marc
h 31,
201 201
5 2014 3
100.0 100.0 100.0
Net sales % % %
94.
Cost of sales 94.1 94.3 2
Restructuring charges — 0.2 0.9
Gross profit 5.9 5.5 4.9
Selling, general and administrative
expenses 3.2 3.4 3.4
Intangible amortization 0.1 0.1 0.1
Restructuring charges — 0.1 0.1
Other charges (income), net (0.2) 0.2 (0.2)
Interest and other, net 0.2 0.2 0.2
Income from continuing operations
before income
taxes 2.6 1.5 1.3
Provision from income taxes 0.3 0.1 0.1
Income from continuing operations 2.3 1.4 1.2
Loss from discontinued operations, net
of tax — — (0.1)
Net income 2.3% 1.4 % 1.1%
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Net sales
Net sales during fiscal year 2015 totaled $26.1 billion, representing an increase of $39 million,
or 0.2%, from $26.1 billion during fiscal year 2014. During fiscal year 2015, net sales increased
$0.7 billion in the Americas and $0.1 billion in Europe, offset by a decrease of $0.8 billion in Asia.
Net sales during fiscal year 2014 totaled $26.1 billion, representing an increase of $2.5 billion, or
10.8%, from $23.6 billion during fiscal year 2013. During fiscal year 2014, net sales increased $2.0
billion in Asia and $0.9 billion in the Americas, offset by a decrease of $0.4 billion in Europe.
The following table sets forth net sales by business groups and their relative percentages.
Historical information has been recast to reflect realignment of customers and/or products between
business groups:
Net sales during fiscal year 2015 increased $0.7 billion or 17.7% in the IEI business group and $0.3
billion or 8.6% in the HRS business group. The increase in revenue from our IEI business is primarily
attributable to a broad increase across multiple product categories and customers, most notably in our
energy and our household industrial and lifestyle businesses. The increased revenue from our HRS
business is primarily due to a higher demand from our medical customers, and greater sales to our
automotive customers as a result of an increased use of electronics throughout vehicles in areas such as
in-car connectivity, LED lighting, and power management. The increase in these business groups was
partially offset by a $0.5 billion or 5.1% decrease in sales from our INS business, and by a $0.4 billion
or 4.5% decrease in sales from our CTG business. The decrease in revenue in our INS business is
primarily attributable to broad softness in our telecom businesses directly due to decreased demand for
our customer products from North American carriers. The decrease in revenue in our CTG business is
primarily due to softness in our personal computing business.
Net sales during fiscal year 2014 increased (i) $2.3 billion or 33.0% in the CTG business group,
(ii) $0.4 billion or 15.5% in the HRS business group and (iii) less than $0.1 billion or 0.7% in the IEI
business group. The increase in revenues from the CTG business was primarily as a result of our
acquisition of certain manufacturing operations from Google's Motorola Mobility LLC (Motorola
Mobility) during the first quarter of fiscal year 2014, which were partially offset by revenue reductions
due to our disengagement with Blackberry during fiscal year 2013 which contributed revenues of $0.9
billion in that year. The increase in revenue from our HRS business was attributable to our continued
expansion with existing and new customers and our acquisition of Saturn Electronics and Engineering
Inc. during the last quarter of fiscal year 2013. The increase in these business groups was partially
offset by a decrease in sales from our INS business group amounting to $0.2 billion or 2.5% primarily
attributable to broad softness in our connected home and telecom businesses, and server, storage and
networking businesses versus the prior year.
Our ten largest customers during fiscal years 2015, 2014 and 2013 accounted for approximately
50%, 52% and 47% of net sales, respectively. During fiscal years 2015 and 2014, only Motorola
Mobility (including net sales from its parent Google up to the point in time when Motorola Mobility
was acquired by Lenovo and including net sales from Lenovo thereafter), which is reflected in our
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CTG business group, accounted for greater than 10% of net sales. No customer accounted for greater
than 10% of our net sales during fiscal year 2013.
Gross profit
Gross profit is affected by a number of factors, including the number and size of new
manufacturing programs, product mix, component costs and availability, product life cycles, unit
volumes, pricing, competition, new product introductions, capacity utilization and the expansion and
consolidation of manufacturing facilities. The flexible design of our manufacturing processes allows us
to build a broad range of products in our facilities and better utilize our manufacturing capacity. In the
cases of new programs, profitability normally lags revenue growth due to product start-up costs, lower
manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed
overhead. Gross margin for these programs often improves over time as manufacturing volumes
increase, as our utilization rates and overhead absorption improve, and as we increase the level of
manufacturing services content. As a result of these various factors, our gross margin varies from
period to period.
Gross profit during fiscal year 2015 increased $105.1 million to $1.5 billion from $1.4 billion
during fiscal year 2014. Gross margin increased to 5.9% of net sales in fiscal year 2015 as compared
with 5.5% of net sales in fiscal year 2014. Gross margins improved 40 basis points in fiscal year 2015
compared to that of fiscal year 2014 due to restructuring charges in fiscal year 2014 in the amount of
$58.6 million, or 20 basis points included in cost of sales. There were no restructuring charges in fiscal
year 2015. Further, gross margin in fiscal year 2015 improved as a result of increased revenue from
our IEI and HRS businesses as a percentage of our total revenues overall, which yield higher margins
than our CTG and INS businesses, and better than expected execution on certain products, some of
which were reaching end of life.
Gross profit during fiscal year 2014 increased $274.0 million to $1.4 billion from $1.2 billion
during fiscal year 2013. Gross margin increased to 5.5% of net sales in fiscal year 2014 as compared
with 4.9% of net sales in fiscal year 2013. Gross margins improved 60 basis points in fiscal year 2014
compared to that of fiscal year 2013 primarily due to restructuring charges of $58.6 million, or 20 basis
points in fiscal year 2014 as compared to $215.8 million, or 90 basis points, in fiscal year 2013
included in cost of sales.
Restructuring charges
During fiscal year 2013, we recognized $227.4 million of pre-tax restructuring charges comprised
of $123.0 million of cash charges predominantly related to employee severance costs and $104.4
million of non-cash charges primarily related to asset impairment and other exit charges. The
restructuring charges by geographic region amounted to $108.4 million in Asia, $91.8 million in
Europe and
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$27.2 million in the Americas. We classified $215.8 million of these charges as a component of cost
of sales and $11.6 million of these charges as a component of selling, general and administrative
expenses during fiscal year 2013.
As of March 31, 2014 all plans had been completed. As of March 31, 2015 accrued costs
relating to restructuring charges were $15.1 million of which $3.5 million was classified as a
current obligation.
Refer to note 14 to the consolidated financial statements in Item 8, "Financial Statements and
Supplementary Data" for further discussion of our restructuring activities.
Selling, general and administrative expenses ("SG&A") totaled $844.5 million or 3.2% of net
sales, during fiscal year 2015, compared to $874.8 million, or 3.4% of net sales, during fiscal year
2014, decreasing by $30.3 million or 3.5%. The decrease in SG&A in dollars and as a percentage of
net sales is primarily the result of our cost reduction measures that we undertook in the current year
and rationalization efforts carried out in fiscal year 2014, partially offset by an approximate $8.9
million increase in non-cash stock-based compensation.
SG&A totaled $874.8 million or 3.4% of net sales, during fiscal year 2014, compared to $805.2
million, or 3.4% of net sales, during fiscal year 2013, increasing by $69.6 million or 8.6%. The
increase in SG&A in dollars was primarily attributable to acquisitions, investments in our supply
chain solutions, enhancement of our selling and business development activities and incremental
corporate infrastructure to support the increasing complexities of our business.
Intangible amortization
Amortization of intangible assets in fiscal year 2015 increased by $3.1 million to $32.0 million
from $28.9 million in fiscal year 2014 primarily as a result of new customer-related intangibles in
connection with our acquisitions and the purchase of certain technology rights during the fiscal year
2015. Amortization of intangible assets in fiscal year 2014 decreased by $0.6 million to $28.9 million
from $29.5 million in fiscal year 2013.
During fiscal year 2015, we recognized other income of $53.2 million principally as a result of the
reversal of a contractual obligation with a certain customer recognized during the fiscal year 2014 in
the amount of $55.0 million. We executed an amendment to the customer contract during fiscal year
2015 which relieved us of commitment performance as was defined in an existing customer
manufacturing agreement. We also recognized an $11.0 million loss in connection with the disposition
of a manufacturing facility in Western Europe. Further, we recognized a net gain for the sale of a
certain investment, which primarily comprises the balance for other income in fiscal year 2015 net of
the above items.
During fiscal year 2014, we recognized other charges of $57.5 million primarily due to the
contractual obligation of $55.0 million discussed above. Additionally, we exercised warrants to
purchase common shares of a supplier and sold the underlying shares for a loss of $7.1 million, as
further discussed below, offset by a gain of $4.6 million recognized in connection with the sales of
certain investments.
During fiscal year 2013, we recognized other income of $65.2 million primarily due to an
unrealized gain from the fair value adjustment of $74.4 million of warrants we held to purchase
common shares of a supplier. As discussed above we sold the underlying shares in 2014 for total
proceeds of $67.3 million. The gain was offset by various losses from sale, or direct impairments of
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certain non-core equity investments and notes receivable, and losses from sales of international entities
that are individually immaterial.
Interest and other, net was $51.4 million during fiscal year 2015 compared to $61.9 million during
fiscal year 2014. The decrease in interest and other, net of was primarily due to a gain associated with
minority interest from an investment, an increase in foreign currency gains relating to the Chinese
RMB, and a decrease in interest expense as a result of refinancing of certain debt facilities during the
latter part of the fiscal year 2014.
Interest and other, net was $61.9 million during fiscal year 2014, compared to $56.3 million during
fiscal year 2013, an increase of
$5.6 million that was primarily due to the refinancing of our lower rate floating interest debt with
higher rate fixed interest Notes in February of fiscal year 2013. Additionally, the gains on foreign
currency transactions attributable to our cross-border foreign currency transactions and the revaluation
of RMB denominated net asset positions of our U.S. dollar functional currency sites based in China
decreased in fiscal year 2014.
Income taxes
Certain of our subsidiaries have, at various times, been granted tax relief in their respective
countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates.
The consolidated effective tax rates were 10.4%, 8.7% and 8.0% for the fiscal years 2015, 2014 and
2013, respectively. The effective rate varies from the Singapore statutory rate of 17.0% as a result of
recognition of earnings in different jurisdictions, operating loss carry forwards, income tax credits,
previously established valuation allowances for deferred tax assets, liabilities for uncertain tax
positions, as well as because of the effect of certain tax holidays and incentives granted to our
subsidiaries primarily in China, Malaysia, Israel, and Singapore. We generate most of our revenues
and profits from operations outside of Singapore.
We are regularly subject to tax return audits and examinations by various taxing jurisdictions
and around the world, and there can be no assurance that the final determination of any tax
examinations will not be materially different than that which is reflected in our income tax
provisions and accruals. Should additional taxes be assessed as a result of a current or future
examinations, there could be a material adverse effect on our tax position, operating results,
financial position and cash flows.
We provide a valuation allowance against deferred tax assets that in our estimation are not more
likely than not to be realized. During fiscal year 2015, we eliminated valuation allowances totaling
$55.0 million primarily related to our operations in Brazil, Mexico, Mauritius and China as these
amounts were deemed to be more likely than not to be realized.
See note 13, "Income Taxes," to the consolidated financial statements included in Item 8,
"Financial Statements and Supplementary Data" for further discussion.
As of March 31, 2015, we had cash and cash equivalents of $1.6 billion and bank and other
borrowings of $2.1 billion. We have a $1.5 billion revolving credit facility, under which we had
no borrowings outstanding as of March 31, 2015.
Our cash balances are held in numerous locations throughout the world. As of March 31, 2015,
over half of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore.
Although substantially all of the amounts held outside of Singapore could be repatriated, under current
laws, a significant amount could be subject to income tax withholdings. We provide for tax liabilities
on these amounts for financial statement purposes, except for certain of our foreign earnings that are
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Cash provided by operating activities was $794.0 million during fiscal year 2015. This resulted
primarily from $600.8 million of net income for the period plus $510.9 million of non-cash charges
such as depreciation, amortization, other impairment charges and stock-based compensation expense
that are included in the determination of net income. Depreciation expense comprised $496.8 million of
those non-cash charges, which was higher than our normal annual run rate of approximately $425.0
million due to accelerated depreciation recognized for fixed assets directly associated with certain
product exits during the year. These were offset by $317.6 million from changes in our operating assets
and liabilities, driven primarily by a $565.1 million reduction in customer deposits that were received
in prior periods to support increased working capital requirements in those periods. Net working capital
("NWC"), defined as net accounts receivable, including deferred purchase price receivables, plus
inventory less accounts payable decreased by $212.5 million primarily due to lower business levels
during the fourth quarter of fiscal year 2015 as compared to the same quarter of fiscal year 2014, which
resulted in lower levels of investments in NWC.
Cash used in investing activities amounted to $242.2 million during fiscal year 2015. This resulted
primarily from $347.4 million in gross capital expenditures for property and equipment to support
certain programs, offset by $107.7 million of proceeds from the sale of certain buildings and
machinery and equipment. We also paid $52.7 million for the acquisition of four businesses
completed during fiscal year 2015. Other investing activities also includes $79.7 million of proceeds
from the sale of manufacturing equipment originally purchased on behalf of a customer and financed
by a third party banking institution, as further discussed in note 17 to the consolidated financial
statements, partially offset by $15.7 million paid for the purchase of certain technology rights as
further discussed in note 2 to the consolidated financial statements.
Cash used in financing activities was $516.0 million during fiscal year 2015, which was primarily
the result of cash paid for the repurchase of our ordinary shares in the amount of $415.9 million and
net repayment of debt in the amount of $24.6 million. Included in other financing activities is $88.8
million of cash paid to a third party banking institution for certain manufacturing equipment that was
financed by the third party banking institution on behalf of a customer and $11.3 million of cash paid
for contingent consideration related to our acquisition of Saturn Electronics and Engineering Inc. The
aforementioned cash outflows were partially offset by proceeds from the issuance of our shares for
option exercises amounting to $23.5 million.
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$540.6 million of cash received from certain customers as advances during the period. In certain
instances the level of inventory reduction or consumption was lower than expected causing an
increase to inventory and usage of cash. In response, we worked with these customers to fund the
elevated inventory balances we held on their behalf. We have recorded these advances as other current
liabilities in the consolidated balance sheet as of March 31, 2014 and expect these amounts to decrease
as we produce or sell the associated inventory in the future.
Cash used in investing activities during fiscal year 2014 was $783.9 million. This resulted primarily
from $515.0 million in capital expenditures for equipment, net of proceeds on sales. Our capital
expenditures were related to investments to support innovation, expanding design capabilities, and
improving our mechanicals and automation capabilities. Additionally, we paid $238.0 million for the
acquisition of four businesses during the fiscal year, of which the majority relates to the acquisition of
certain manufacturing operations from Google's Motorola Mobility LLC for $178.9 million and the
acquisition of all outstanding shares of Riwisa AG for a total cash consideration of $44.0 million, net of
cash acquired amounting to $9.4 million. Refer to note 17 to the consolidated financial statements
included in Item 8, "Financial Statements and Supplementary Data".
Cash used in financing activities amounted to $410.8 million during fiscal year 2014, which was
primarily attributable to the repurchase of approximately 60.7 million shares for an aggregate
purchase value of approximately $475.3 million. Other financing cash inflows of
$52.1 million includes $38.6 million received from certain third parties for the non-controlling interest
in one of our subsidiaries as further discussed in note 5 to the consolidated financial statements
included in Item 8, "Financial Statements and Supplementary Data." Additionally, we entered into a
$600.0 million term loan agreement due August 30, 2018 and used all of the proceeds to repay the
outstanding balances of our term loan due October 2014 and other term loans in full amounting to
$170.3 million and $374.5 million, respectively, and part of the term loan due March 2019.
Cash provided by operating activities was $1.1 billion during fiscal year 2013, which resulted
primarily from $277.1 million of net income for the period plus $522.5 million of non-cash charges
such as depreciation, amortization, impairment charges and stock-based compensation expense that are
included in the determination of net income. We generated $315.9 million in cash as a result of
decreases in net operating assets. Our changes in operating assets and liabilities, net of acquisitions is
primarily due to a decrease of $519.1 million in accounts receivable and a decrease of $596.1 million in
inventory, which was partially offset by a decrease in accounts payable of $671.4 million and a
decrease in other current and noncurrent liabilities of $189.5 million. The decreases in accounts
receivable and inventory are primarily as a result of the decrease in sales in our CTG business, which
generally carry higher volumes than our other complex business groups. The decrease in accounts
payable is principally related to the decrease in inventory and timing of supplier payments.
Cash used in investing activities during fiscal year 2013 was $697.2 million. This resulted primarily
from $435.3 million in capital expenditures for equipment, net of proceeds on sales, and $184.1 million
paid for the acquisition of four businesses during the fiscal year. We also spent approximately $115.3
million included in other investing cash flows, offset by the receipt of cash included in other financing
activities further discussed below to purchase assets financed by a third party banking institution on
behalf of a customer.
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Cash used in financing activities amounted to $339.6 million during fiscal year 2013, which was
primarily attributable to the repurchase of approximately 49.9 million shares for an aggregate purchase
value of approximately $322.0 million and repayment of the outstanding balance under our revolving
line of credit of $140.0 million. These cash outflows were offset by the receipt of $101.9 million
included in other financing activities to purchase assets financed by a third party banking institution on
behalf of a customer.
We believe free cash flow is an important liquidity metric because it measures, during a given
period, the amount of cash generated that is available to repay debt obligations, make investments,
fund acquisitions, repurchase company shares and for certain other activities. Our free cash flow,
which is calculated as cash provided by operations less net purchases of property and equipment, was
$554.3 million, $701.5 million and $680.1 million for fiscal years 2015, 2014 and 2013, respectively.
Free cash flow is not a measure of liquidity under generally accepted accounting principles in the
United States, and may not be defined and calculated by other companies in the same manner. Free
cash flow should not be considered in isolation or as an alternative to net cash provided by operating
activities. Free cash flows reconcile to the most directly comparable GAAP financial measure of cash
flows from operations as follows:
Days in trade accounts receivable was calculated as average accounts receivable for the current and
prior quarter, adding back the reduction in accounts receivable resulting from non-cash accounts
receivable sales, divided by annualized sales for the current quarter by day. During the fiscal year
ended March 31, 2015, days in trade accounts receivable increased by 4 days to 46 days compared to
the fiscal year ended March 31, 2014 primarily due to timing of customers' payments. Non-cash
accounts receivable sales or deferred purchase price receivables included for the purposes of the
calculation were $600.7 million, $470.9 million and $412.4 million for the years ended March 31,
2015, 2014 and 2013, respectively. Deferred purchase price receivables were recorded in other current
assets in the consolidated balance sheets.
Days in inventory was calculated as average inventory for the current and prior quarter divided
by annualized cost of sales for the current quarter by day. During the fiscal year ended March 31,
2015,
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days in inventory increased by 4 days to 58 days as compared to the fiscal year ended March 31, 2014.
The increase was primarily due to timing of demand from certain customers which was pushed out
thus resulting in prepositioned raw materials and higher levels of stalled finished goods.
Days in accounts payable was calculated as average accounts payable for the current and prior
quarter divided by annualized cost of sales for the current quarter by day. During the fiscal year ended
March 31, 2015, days in accounts payable increased by 7 days to 77 days compared to the fiscal year
ended March 31, 2014 primarily due to timing of supplier payments, as well as a decrease in
operational levels during the last quarter of fiscal year 2015.
Our cash conversion cycle was calculated as days in trade receivables plus days in inventory,
minus days in accounts payable and is a measure of how efficient we are at managing our working
capital. Our cash conversion cycle increased by 1 day to 27 days for the fiscal year ended March 31,
2015 compared to that of fiscal year 2014 due to the factors affecting each of the components in the
calculation discussed above.
Liquidity is affected by many factors, some of which are based on normal ongoing operations of
the business and some of which arise from fluctuations related to global economics and markets. Cash
balances are generated and held in many locations throughout the world. Local government regulations
may restrict our ability to move cash balances to meet cash needs under certain circumstances;
however, any current restrictions are not material. We do not currently expect such regulations and
restrictions to impact our ability to pay vendors and conduct operations throughout the global
organization. We believe that our existing cash balances, together with anticipated cash flows from
operations and borrowings available under our credit facilities, will be sufficient to fund our operations
through at least the next twelve months.
Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and
accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize
operating leases for new facilities and equipment, and the levels of shipments and changes in the
volumes of customer orders.
Historically, we have funded operations from cash and cash equivalents generated from operations,
proceeds from public offerings of equity and debt securities, bank debt and lease financings. We also
sell designated pools of trade receivables under our asset-backed securitization ("ABS") programs and
sell certain trade receivables, which are in addition to the trade receivables sold in connection with
these securitization agreements. During fiscal years 2015, 2014 and 2013 we received approximately
$4.3 billion, $4.2 billion and $3.5 billion, respectively from sales of receivables under our ABS
programs, and $4.2 billion, $3.4 billion and $1.1 billion, respectively from other sales of receivables.
As of March 31, 2015 and 2014, the outstanding balance on receivables sold for cash was $1.2 billion
and $1.1 billion, respectively, under all our accounts receivable sales programs, which are removed
from accounts receivable balances in our consolidated balance sheets.
We anticipate that we will enter into debt and equity financings, sales of accounts receivable and
lease transactions to fund acquisitions and anticipated growth.
The sale or issuance of equity or convertible debt securities could result in dilution to current
shareholders. Further, we may issue debt securities that have rights and privileges senior to those of
holders of ordinary shares, and the terms of this debt could impose restrictions on operations and
could increase debt service obligations. This increased indebtedness could limit our flexibility as a
result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and
may limit our ability to access additional capital or execute our business strategy. Any downgrades in
credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing
terms. We continue to assess our capital structure and evaluate the merits of redeploying available
cash to reduce existing debt or repurchase ordinary shares.
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Historically we have been successful in refinancing and extending the maturity dates on our term
loans and credit facilities. On March 31, 2014, we extended the maturity date to March 2019 of our
$2.0 billion credit facility consisting of a $1.5 billion revolving credit facility and a $500.0 million
term loan, which was due to expire in October 2016. Further during fiscal year 2013, we issued Notes
of $1 billion with fixed interest rates and used such proceeds to repay our term loan that was due to
mature in October 2014 that carried floating interest rates.
Under our current share repurchase program, our Board of Directors authorized repurchases of our
outstanding ordinary shares for up to
$500 million in accordance with the share repurchase mandate approved by our shareholders at the date
of the most recent Extraordinary General
Meeting which was held on August 28, 2014. During fiscal year 2015, we paid $415.9 million to
repurchase shares (under the current and prior
repurchase plans) at an average price of $10.76 per share. As of March 31, 2015, $238.4 million was
available to be spent on share repurchases
under the current Board authorization.
We have a $2.0 billion credit facility ("Credit Facility") consisting of a $1.5 billion revolving credit
facility and a $500 million term loan facility due to mature in March 2019. As of March 31, 2015,
there were no borrowings outstanding under the revolving credit facility. Quarterly repayments of
principal under this term loan commenced on June 30, 2014 in the amount of $6.3 million up to March
31, 2016 and will increase to $9.4 million thereafter with the remainder due upon maturity. The credit
facility requires that we maintain a maximum ratio of total indebtedness to earnings before interest
expense, taxes, depreciation and amortization ("EBITDA"), and a minimum interest coverage ratio, as
defined therein, during its term. As of March 31, 2015, we were in compliance with these covenants.
Borrowings under this credit facility bear interest, at the Company's option, either at (i) LIBOR plus
the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based on the Company's
credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus
0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging
between 0.125% and 1.125%, based on the Company's credit rating. The Company is required to pay a
quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily unused amount
of the $1.5 billion Revolving Credit Facility based on the Company's credit rating.
In addition, we have a $600 million term loan agreement which matures in August 2018. This loan
is repayable in quarterly installments of $3.75 million, which commenced in December 2014 through
August 2018, with the remaining amount due at maturity. This term loan agreement also requires that
we maintain a maximum ratio of total indebtedness to EBITDA, and a minimum interest coverage
ratio, as defined therein, during its term. As of March 31, 2015, we were in compliance with the
covenants under this term loan agreement. Borrowings under this term loan bear interest, at the
Company's option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between
1.00% and 2.00%, based on the Company's credit ratings or (ii) the base rate (the greatest of the agent's
prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%)
plus an applicable margin ranging between 0.00% and 1.00%, based on the Company's credit rating.
Further, during fiscal year 2013, we issued an aggregate amount of $1.0 billion in Notes which are
senior unsecured obligations, rank equally with all of our other existing and future senior and
unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an
unsecured basis, by each of our 100% owned subsidiaries that guarantees indebtedness under, or is a
borrower under, our Credit Facility or our $600.0 million term loan facility. In July 2013, the
Company exchanged these notes for new notes with substantially similar terms and completed the
registration of these notes with the Securities and Exchange Commission. As of March 31, 2015, we
were in
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compliance with the covenants under these credit facilities. Interest on the Notes is payable semi-
annually, which commenced on August 15, 2013.
As of March 31, 2015, we and certain of our subsidiaries had various uncommitted revolving credit
facilities, lines of credit and other loans in the amount of $184.6 million in the aggregate under which
there were no borrowings outstanding as of that date.
Refer to the discussion in note 7, "Bank Borrowings and Long-Term Debt" to the consolidated
financial statements for further details of our debt obligations.
We have purchase obligations that arise in the normal course of business, primarily consisting of
binding purchase orders for inventory related items and capital expenditures. Additionally, we have
leased certain of our property and equipment under capital lease commitments, and certain of our
facilities and equipment under operating lease commitments.
Future payments due under our purchase obligations, debt including capital leases and related
interest obligations and operating lease contracts are as follows:
Less Greater
Than Than
1 1-3 4-5 5
Total Year Years Years Years
(In
thousan
ds)
Contractual
Obligations:
2,755,0 2,755,0
Purchase obligations $ 21 $ 21 $ —$ — $ —
Long-term debt and
capital
lease obligations
2,083,7 105,0 1,422,5 510,07
Long-term debt 33 46,162 00 00 1
Capital lease 5,287 2,816 2,446 25 —
Interest on long-term
debt
428,43 168,2
obligations 0 72,524 89 113,543 74,074
Operating leases, net
of
574,06 115,69 171,8 123,14 163,39
subleases 1 5 27 6 3
11,58
Restructuring costs 15,057 3,468 9 — —
Total contractual
5,861,5 2,995,6 459,1 1,659,2 747,53
obligations $ 89 $ 86 $ 51 $ 14 $ 8
We have excluded $222.4 million of liabilities for unrecognized tax benefits from the contractual
obligations table as we cannot make a reasonably reliable estimate of the periodic settlements with
the respective taxing authorities. See note 13, "Income Taxes" to the consolidated financial
statements for further details.
Our purchase obligations can fluctuate significantly from period to period and can materially
impact our future operating asset and liability balances, and our future working capital requirements.
We intend to use our existing cash balances, together with anticipated cash flows from operations to
fund our existing and future contractual obligations.
On April 29, 2015, the Company announced that it has entered into a definitive agreement to
acquire Mirror Controls International (MCi) from private equity firm Egeria in an all cash transaction
valuing its share capital at approximately $500.0 million. The transaction is expected to close in the
second quarter of fiscal year 2016 and will form part of our HRS business group.
We sell designated pools of trade receivables to unaffiliated financial institutions under our ABS
programs, and in addition to cash, we receive a deferred purchase price receivable for each pool of the
receivables sold. Each of these deferred purchase price receivables serves as additional credit support
to the financial institutions and is recorded at its estimated fair value. As of March 31, 2015 and 2014,
the fair value of our deferred purchase price receivable was approximately $600.7 million and $470.9
million, respectively. As of March 31, 2015 and 2014, the outstanding balance on receivables
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sold for cash was $1.2 billion and $1.1 billion, respectively, under all our accounts receivable sales
programs, which were removed from accounts receivable balances in our consolidated balance
sheets. For further information see note 10 to the consolidated financial statements.
Refer to note 2 to the consolidated financial statements for recent accounting pronouncements.
A portion of our exposure to market risk for changes in interest rates relates to our investment
portfolio, which consists of highly liquid investments or bank deposits with maturities of three months
or less from original dates of purchase and are classified as cash equivalents on our consolidated
balance sheet. We do not use derivative financial instruments in our investment portfolio. We place
cash and cash equivalents with various major financial institutions and highly rated money market
accounts. Our investment policy has strict guidelines focusing on preservation of capital. The portfolio
is comprised of various instruments including term deposits with banks, marketable securities and
money market accounts. Our cash is principally invested in the U.S. dollar and China RMB serving as
a natural hedge of our RMB denominated costs. As of March 31, 2015, the outstanding amount in the
investment portfolio was $0.7 billion, the largest components of which were USD and RMB
denominated money market accounts with an average return of 2.45%. A hypothetical 10% change in
interest rates would not be expected to have a material effect on our financial position, results of
operations and cash flows over the next fiscal year.
We had variable rate debt outstanding of approximately $1.1 billion as of March 31, 2015.
Variable rate debt obligations consisted of borrowings under our term loans. Interest on these
obligations is discussed above.
Our variable rate debt instruments create exposures for us related to interest rate risk. Primarily due
to the current low interest rates a hypothetical 10% change in interest rates would not be expected to
have a material effect on our financial position, results of operations and cash flows over the next fiscal
year.
As of March 31, 2015, the approximate average fair value of our debt outstanding under our term
loan facilities that matures in March 2019 and August 2018, and Notes due February 2020 and 2023
was 102.3% of the face value of the debt obligations based on broker trading prices.
We transact business in various foreign countries and are, therefore, subject to risk of foreign
currency exchange rate fluctuations. We have established a foreign currency risk management policy to
manage this risk. To the extent possible, we manage our foreign currency exposure by evaluating and
using non-financial techniques, such as currency of invoice, leading and lagging payments and
receivables management. In addition, we may borrow in various foreign currencies and enter into
short-term foreign currency forward and swap contracts to hedge only those currency exposures
associated with certain assets and liabilities, mainly accounts receivable and accounts payable, and
cash flows denominated in non-functional currencies.
We endeavor to maintain a partial or fully hedged position for certain transaction exposures. These
exposures are primarily, but not limited to, revenues, customer and vendor payments and inter-
company balances in currencies other than the functional currency unit of the operating entity. The
credit risk of our foreign currency forward and swap contracts is minimized since all contracts are with
large financial institutions and accordingly, fair value adjustments related to the credit risk of the
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counter-party financial institution were not material. The gains and losses on forward and swap
contracts generally offset the losses and gains on the assets, liabilities and transactions hedged. The fair
value of currency forward and swap contracts is reported on the balance sheet. The aggregate notional
amount of outstanding contracts as of March 31, 2015 amounted to $3.6 billion and the recorded fair
values of the associated assets and liabilities were not material. The majority of these foreign exchange
contracts expire in less than three months and all expire within one year. They will settle primarily in
Brazilian real, British pound, Canadian dollar, China renminbi, Danish kroner, the Euro, Hungarian
forint, Israeli shekel, Japanese yen, Malaysian ringgit, Mexican peso, Singapore dollar, Indian rupee,
Swiss franc and the U.S. dollar.
Based on our overall currency rate exposures as of March 31, 2015, including the derivative
financial instruments intended to hedge the nonfunctional currency-denominated monetary assets,
liabilities and cash flows, a near-term 10% appreciation or depreciation of the U.S. dollar from its
cross-functional rates would not be expected to have a material effect on our financial position, results
of operations and cash flows over the next fiscal year.
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We have audited the accompanying consolidated balance sheets of Flextronics International Ltd.
and subsidiaries (the "Company") as of March 31, 2015 and 2014, and the related consolidated
statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the
three years in the period ended March 31, 2015. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of Flextronics International Ltd. and subsidiaries as of March 31, 2015 and 2014,
and the results of their operations and their cash flows for each of the three years in the period ended
March 31, 2015, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company's internal control over financial reporting as of March
31, 2015, based on the criteria established in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated May 20, 2015 expressed an unqualified opinion on the Company's internal control over
financial reporting.
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As of March 31,
2015 2014
(In thousands,
except
share amounts)
ASSETS
Current assets:
1,628,4 1,593,7
Cash and cash equivalents $ 08 $ 28
Accounts receivable, net of allowance for 2,337,5 2,697,9
doubtful accounts 15 85
3,488,7 3,599,0
Inventories 52 08
1,286,2 1,509,6
Other current assets 25 05
8,740,9 9,400,3
Total current assets 00 26
2,092,1 2,288,6
Property and equipment, net 67 56
Goodwill and other intangible assets, net 415,175 377,218
Other assets 417,382 433,950
11,665, 12,500,
Total assets $ 624 $ 150
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Bank borrowings and current portion of long-
term debt $ 46,162 $ 32,575
4,561,1 4,747,7
Accounts payable 94 79
Accrued payroll 339,739 354,889
1,809,1 2,521,4
Other current liabilities 28 44
6,756,2 7,656,6
Total current liabilities 23 87
2,037,5 2,070,0
Long-term debt, net of current portion 71 20
Other liabilities 475,580 571,764
Commitments and contingencies (Note 12)
Shareholders' equity
Flextronics International Ltd. Shareholders'
equity
Ordinary shares, no par value; 613,562,761 and
641,666,347
issued, and 563,323,406 and 591,426,992
outstanding as of
7,265,8 7,614,5
March 31, 2015 and 2014, respectively 27 15
Treasury stock, at cost; 50,239,355 shares as of
March 31, 2015
(388,215 (388,215
and 2014, respectively ) )
(4,336,2 (4,937,0
Accumulated deficit 93) 94)
(180,505 (126,156
Accumulated other comprehensive loss ) )
Total Flextronics International Ltd. 2,360,8 2,163,0
shareholders' equity 14 50
Noncontrolling interests 35,436 38,629
2,396,2 2,201,6
Total shareholders' equity 50 79
11,665, 12,500,
Total liabilities and shareholders' equity $ 624 $ 150
57
Table of Contents
Fiscal Year
Ended March
31,
2015 2014 2013
(In thousands, except per
share amounts)
26,147,9 26,108, 23,569,
Net sales $ 16 $ 607 $ 475
24,602,5 24,609, 22,187,
Cost of sales 76 738 393
Restructuring charges — 58,648 215,834
1,545,34 1,440,2 1,166,2
Gross profit 0 21 48
Selling, general and administrative
expenses 844,473 874,796 805,235
Intangible amortization 32,035 28,892 29,529
Restructuring charges — 16,663 11,600
Other charges (income), net (53,233) 57,512 (65,190)
Interest and other, net 51,410 61,904 56,259
Income from continuing operations
before income
taxes 670,655 400,454 328,815
Provision for income taxes 69,854 34,860 26,313
Income from continuing operations 600,801 365,594 302,502
Loss from discontinued operations, net
of tax — — (25,451)
Net income $ 600,801 $ 365,594 $277,051
Earnings per share:
Income from continuing operations:
Basic $ 1.04 $ 0.60 $ 0.46
Diluted $ 1.02 $ 0.59 $ 0.45
Loss from discontinued operations:
Basic $ — $ — $ (0.04)
Diluted $ — $ — $ (0.04)
Net income:
Basic $ 1.04 $ 0.60 $ 0.42
Diluted $ 1.02 $ 0.59 $ 0.41
Weighted-average shares used in
computing per
share amounts:
Basic 579,981 610,497 662,874
Diluted 591,556 623,479 675,033
58
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59
Table of Contents
Accumulated Other
Comprehensive
Ordinary Income Total
Shares (Loss)
Unrea Noncontrolling
lized
Shareholders'
Shares gain Total
Total
Outstandin (loss) accumu Flextroni Interests
g on lated cs
deriva Foreig Internati
tive n other onal Ltd. Equity
Accumulated curre compre
Amount instruments ncy hensive
transl Sharehol
and ation ders'
defic adjust
it other ments loss Equity
(In thousands)
BALANC
E AT
MARC
H 31,
683,7 $7,90 (5,579, 1,89 (42,33 (40,43 2,283,9 — 2,283,
2012 40 4,155 $ 739)$ 8 $ 5)$ 7)$ 79 $ $ 979
Repurchas
e of
Flextroni
cs
Internati
onal Ltd.
ordinary
shares at (51,72 (334, (334,01 (334,0
cost 5) 014) — — — — 4) — 14)
Exercise
of stock
22,25 22,25
options 5,398 7 — — — — 22,257 — 7
Issuance
of
Flextroni
cs
Internati
onal Ltd.
vested
shares
under
share
bonus
awards 1,507 — — — — — — — —
Net 277,0 277,05 277,0
income — — 51 — — — 1 — 51
Stock-
based
compens
ation,
34,52 34,52
net of tax — 9 — — — — 34,529 — 9
Total
other
compreh
ensive
(20,7 (16, (37,04 (37,044 (37,04
loss — — — 55) 289) 4) ) — 4)
BALAN
CE AT
MARC
H 31,
2013 638,9 7,626 (5,302 (18,8 (58, (77,48 2,246,7 — 2,246,
20 ,927 ,688) 57) 624) 1) 58 758
Repurcha
se of
Flextron
ics
Internati
onal Ltd.
ordinary
shares at (59,54 (468, (468,84 (468,8
cost 6) 847) — — — — 7) — 47)
Exercise
of stock
28,14 28,14
options 6,572 0 — — — — 28,140 — 0
Issuance
of
Flextron
ics
Internati
onal Ltd.
vested
shares
under
share
bonus
awards 5,481 — — — — — — — —
Issuance
of
subsidiar
y
38,65 38,65
shares — — — — — — — 0 0
Net 365,5 365,59 365,2
income — — 94 — — — 4 (380) 14
Stock-
based
compens
ation,
40,08 40,43
net of tax — 0 — — — — 40,080 359 9
Total
other
compreh
ensive
(13,9 (34, (48,67 (48,675 (48,67
loss — — — 92) 683) 5) ) — 5)
BALAN
CE AT
MARC
H 31,
591,4 7,226 (4,937 (32,8 (93, (126,1 2,163,0 38,62 2,201,
2014 27 ,300 ,094) 49) 307) 56) 50 9 679
Repurcha
se of
Flextron
ics
Internati
onal Ltd.
ordinary
shares at (38,95 (421, (421,68 (421,6
cost 1) 687) — — — — 7) — 87)
Exercise
of stock
23,49 1 23,50
options 3,601 7 — — — — 23,497 1 8
Issuance
of
Flextron
ics
Internati
onal Ltd.
vested
shares
under
share
bonus
awards 7,246 — — — — — — — —
Issuance
of
subsidiar
y
shares — — — — — — — 300 300
Net 600,8 600,80 (4,27 596,5
income — — 01 — — — 1 2) 29
Stock-based
compensation,
49,50 50,27
net of tax — 2 — — — — 49,502 768 0
Total
other
compre
hensive
(35, (18,9 (54,34 (54,349 (54,34
loss — — — 417) 32) 9) ) — 9)
BALAN
CE AT
MARC
H 31,
563,32 $6,87 (4,336, (68,2 (112,2 (180,5 2,360,8 35,43 2,396,
2015 3 7,612$ 293)$ 66)$ 39)$ 05)$ 14 $ 6$ 250
60
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61
Table of Contents
Flextronics International Ltd. ("Flextronics" or the "Company") was incorporated in the Republic
of Singapore in May 1990. The Company's operations have expanded over the years through a
combination of organic growth and acquisitions. The Company is a globally-recognized leading
provider of innovative design, manufacturing, and supply chain services and solutions that span from
sketch to scale ; from conceptual sketch to full-scale production. The Company designs, builds, ships
and services complete packaged consumer electronics and industrial products for original equipment
manufacturers ("OEMs"), through its activities in the following business groups: High Reliability
Solutions ("HRS"), which is comprised of our medical business including medical equipment,
disposables, drug delivery, and diagnostics; our automotive business, including automotive electronics,
automotive lighting, and power electronics; and our defense and aerospace businesses focused on
defense, civil aviation, and homeland security; Consumer Technology Group ("CTG"), which includes
our mobile devices business, including smart phones; our consumer electronics business, including
connected living, wearable electronics, game consoles, and connectivity devices; and our high-volume
computing business, including various supply chain solutions for notebook personal computing,
tablets, and printers; Industrial and Emerging Industries ("IEI"), which is comprised of semiconductor
and capital equipment, office solutions, test and measurement, household industrial and lifestyle,
industrial automation and kiosks, energy and metering, and lighting; and Integrated Network Solutions
("INS"), which includes radio access base stations, remote radio heads, and small cells for wireless
infrastructure; optical, routing, broadcasting and switching products for the data and video network;
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. The Company's strategy is to provide customers with a full range of cost
competitive, vertically integrated global supply chain solutions through which the Company can
design, build, ship and service a complete packaged product for its OEM customers. This enables our
OEM customers to leverage the Company's supply chain solutions to meet their product requirements
throughout the entire product life cycle.
The Company's service offerings include a comprehensive range of value-added design and
engineering services that are tailored to the various markets and needs of its customers. Other
focused service offerings relate to manufacturing (including enclosures, metals, plastic injection
molding, precision plastics, machining, and mechanicals), system integration and assembly and test
services, materials procurement, inventory management, logistics and after-sales services (including
product repair, warranty services, re-manufacturing and maintenance) and supply chain management
software solutions and component product offerings (including rigid and flexible printed circuit
boards and power adapters and chargers).
2. SUMMARY OF ACCOUNTING POLICIES
The Company's third fiscal quarter ends on December 31, and the fourth fiscal quarter and year
ends on March 31 of each year. The first fiscal quarter ended on June 27, 2014 and June 28, 2013,
respectively, and the second fiscal quarter ended on September 26, 2014 and September 27, 2013,
respectively. Amounts included in the consolidated financial statements are expressed in U.S. dollars
unless otherwise designated.
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The accompanying consolidated financial statements include the accounts of Flextronics and its
majority-owned subsidiaries, after elimination of intercompany accounts and transactions. The
Company consolidates all majority-owned subsidiaries and investments in entities in which the
Company has a controlling interest. For consolidated majority-owned subsidiaries in which the
Company owns less than 100%, the Company recognizes a non-controlling interest for the ownership
of the non-controlling owners. As of March 31, 2015, the non-controlling interest has been included on
the consolidated balance sheets as a component of total shareholders' equity. The associated non-
controlling owners' interest in the income or losses of these companies has not been material to the
Company's results of operations for any of the periods presented, and has been classified as a
component of interest and other, net, in the consolidated statements of operations.
During fiscal year 2013, the Company finalized the sale of two of its non-core businesses. In
accordance with the accounting guidance, these non-core businesses represent separate asset groups
and the divestitures qualify as discontinued operations, and accordingly, the Company has reported the
results of operations and financial position of these businesses in discontinued operations within the
consolidated statements of operations and consolidated balance sheets for all periods presented as
applicable.
Use of Estimates
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material to the Company's consolidated results of operations for any of the periods presented, and have
been classified as a component of interest and other, net in the consolidated statements of operations.
Revenue Recognition
The Company recognizes manufacturing revenue when it ships goods or the goods are received by
its customer, title and risk of ownership have passed, the price to the buyer is fixed or determinable and
recoverability is reasonably assured. Generally, there are no formal substantive customer acceptance
requirements or further obligations related to manufacturing services. If such requirements or
obligations exist, then the Company recognizes the related revenues at the time when such
requirements are completed and the obligations are fulfilled. Some of the Company's customer
contracts allow the recovery of certain costs related to manufacturing services that are over and above
the prices charged for the related products. The Company determines the amount of costs that are
recoverable based on historical experiences and agreements with those customers. Also, certain
customer contracts may contain certain commitments and obligations that may result in additional
expenses or decrease in revenue. The Company accrues for these commitments and obligations based
on facts and circumstances and contractual terms. The Company also makes provisions for estimated
sales returns and other adjustments at the time revenue is recognized based upon contractual terms and
an analysis of historical returns. Provisions for sales returns and other adjustments were not material to
the consolidated financial statements for any of the periods presented.
The Company provides a comprehensive suite of services for its customers that range from
advanced product design to manufacturing and logistics to after-sales services. The Company
recognizes service revenue when the services have been performed, and the related costs are expensed
as incurred. Sales for services were less than 10% of the Company's total sales for all periods
presented, and accordingly, are included in net sales in the consolidated statements of operations.
The Company has an established customer credit policy, through which it manages customer credit
exposures through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits
for new and existing customers. The Company performs ongoing credit evaluations of its customers'
financial condition and makes provisions for doubtful accounts based on the outcome of those credit
evaluations. The Company evaluates the collectability of its accounts receivable based on specific
customer circumstances, current economic trends, historical experience with collections and the age of
past due receivables. To the extent the Company identifies exposures as a result of credit or customer
evaluations, the Company also reviews other customer related exposures, including but not limited to
inventory and related contractual obligations.
Financial instruments which potentially subject the Company to concentrations of credit risk are
primarily accounts receivable, cash and cash equivalents, and derivative instruments.
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The following table summarizes the activity in the Company's allowance for doubtful accounts
during fiscal years 2015, 2014 and 2013:
(1) Fiscal year 2013 includes a $28.0 million write off related to a fiscal year 2012 charge
for a distressed customer and
$5.8 million which was previously reserved and the underlying accounts receivable
balance was reclassified to non-current assets in fiscal year 2013 and was carried net of
its specific reserve.
One customer (including net sales from its current and former parent companies, through the dates
of their respective ownership during the current fiscal year), which is within the Company's CTG
business group, accounted for approximately 17% and 13% of the Company's net sales and
approximately 15% and 14% of the Company's total accounts receivable balances in fiscal years 2015
and 2014, respectively. No customer accounted for greater than 10% of the Company's net sales in
fiscal year 2013. The Company's ten largest customers accounted for approximately 50%, 52% and
47%, of its net sales in fiscal years 2015, 2014 and 2013, respectively.
The Company maintains cash and cash equivalents with various financial institutions that
management believes to be of high credit quality. These financial institutions are located in many
different locations throughout the world. The Company's investment portfolio, which consists of short-
term bank deposits and money market accounts, is classified as cash equivalents on the consolidated
balance sheets.
The amount subject to credit risk related to derivative instruments is generally limited to the
amount, if any, by which a counterparty's obligations exceed the obligations of the Company with
that counterparty. To manage counterparty risk, the Company limits its derivative transactions to
those with recognized financial institutions. See additional discussion of derivatives in note 8.
All highly liquid investments with maturities of three months or less from original dates of
purchase are carried at cost, which approximates fair market value, and are considered to be cash
equivalents. Cash and cash equivalents consist of cash deposited in checking accounts, money market
funds and time deposits.
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2. SUMMARY OF ACCOUNTING
As of March
31,
2015 2014
thousa
(In nds)
953,54 1,040,8
Cash and bank balances $ 9 $ 00
674,85 552,92
Money market funds and time deposits 9 8
1,628,4 1,593,7
$ 08 $ 28
Inventories
Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The
stated cost is comprised of direct materials, labor and overhead. The components of inventories, net
of lower of cost or market write-downs, were as follows:
As of March
31,
2015 2014
thousa
(In nds)
2,330,4 2,349,2
Raw materials $ 28 $ 78
557,78 608,28
Work-in-progress 6 4
600,53 641,44
Finished goods 8 6
3,488,7 3,599,0
$ 52 $ 08
Property and equipment are stated at cost, less accumulated depreciation and amortization.
Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of
the related assets, with the exception of building leasehold improvements, which are amortized over
the term of the lease, if shorter. Repairs and maintenance costs are expensed as incurred. Property and
equipment was comprised of the following:
Depre
ciable As of March
31,
Life
(In
Years) 2015 2014
thousa
(In nds)
2,928,9 2,929,4
Machinery and equipment 3 - 10 $ 03 $ 49
1,067,8 1,069,3
Buildings 30 37 76
up to
Leasehold improvements 30 459,926 470,960
Furniture, fixtures, computer equipment
and software 3-7 440,878 427,038
Land — 123,633 127,567
Construction-in-progress — 140,786 88,687
5,161,9 5,113,0
63 77
Accumulated depreciation and (3,069,7 (2,824,4
amortization 96) 21)
2,092,1 2,288,6
Property and equipment, net $ 67 $ 56
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The Company reviews property and equipment for impairment at least annually and whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of property and equipment is measured by comparing its carrying amount
to the projected undiscounted cash flows the property and equipment are expected to generate. An
impairment loss is recognized when the carrying amount of property and equipment exceeds its fair
value.
The Company provides for income taxes in accordance with the asset and liability method of
accounting for income taxes. Under this method, deferred income taxes are recognized for the tax
consequences of temporary differences between the carrying amount and the tax basis of existing
assets and liabilities by applying the applicable statutory tax rate to such differences. Additionally, the
Company assesses whether each income tax position is "more likely than not" of being sustained on
audit, including resolution of related appeals or litigation, if any. For each income tax position that
meets the "more likely than not" recognition threshold, the Company would then assess the largest
amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with
the tax authority.
The Company has actively pursued business and asset acquisitions, which are accounted for using
the acquisition method of accounting. The fair value of the net assets acquired and the results of the
acquired businesses are included in the Company's consolidated financial statements from the
acquisition dates forward. The Company is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and results of operations during the reporting period.
Estimates are used in accounting for, among other things, the fair value of acquired net operating
assets, property and equipment, intangible assets and related deferred tax liabilities, useful lives of
plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase
consideration over the fair value of the identified assets and liabilities acquired is recognized as
goodwill.
The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of
acquisition based on information available at that time. Contingent consideration is recorded at fair
value as of the date of the acquisition with subsequent adjustments recorded in earnings. Changes to
valuation allowances on acquired deferred tax assets are recognized in the provision for, or benefit
from, income taxes. The valuation of these tangible and identifiable intangible assets and liabilities is
subject to further management review and may change materially between the preliminary allocation
and end of the purchase price allocation period. Any changes in these estimates may have a material
effect on the Company's consolidated operating results or financial position.
Goodwill is tested for impairment on an annual basis and whenever events or changes in
circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of
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goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount,
including goodwill, to the fair value of the reporting unit, which is measured based upon, among other
factors, market multiples for comparable companies as well as a discounted cash flow analysis. If the
recorded value of the assets, including goodwill, and liabilities ("net book value") of each reporting
unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent
the net book value of the Company as a whole is greater than its fair value in the aggregate, all, or a
significant portion of its goodwill may be considered impaired.
As discussed in note 19, the Company concluded that as of the fourth quarter of fiscal year 2015 it
has four reportable operating segments: HRS, CTG, IEI and INS and concluded these same four
segments also represented its reporting units. The Company performed its goodwill impairment
assessment on January 1, 2015 and determined that no impairment existed as of the date of the
impairment test because the fair value of each reporting unit exceeded its carrying value. The Company
changed the date of its annual goodwill impairment test from January 31 in order to better align with its
reporting calendar. This change is within twelve months from the previous assessment date as well as
within the same fiscal quarter and did not have a material impact on the consolidated financial
statements.
The following table summarizes the activity in the Company's goodwill at the one reporting unit
level through December 31, 2014, and at the four reporting unit level from January 1, 2015 through
March 31, 2015 (in thousands):
HR CT Tota
S G IEI INS l
Balance, as of March 31, 262,0
2013 $ — $ — $ — $ — $ 05
26,27
Additions(1) — — — — 0
Purchase accounting
adjustments
(2) — — — — 4,034
Foreign currency translation
adjustments — — — — 449
Balance, as of March 31, 292,7
2014 — — — — 58
36,46
Additions(1) — — — — 7
Purchase accounting
adjustments
(2) — — — — 8,651
Foreign currency translation
(3,393
adjustments — — — — )
Balance, as of December 31, 93,9 68,2 64,2 108,0 334,4
2014(3) 90 34 21 38 83
Purchase accounting
adjustments
(2) (656) — — — (656)
Foreign currency translation
adjustments (196) — — — (196)
Balance, as of March 31, 93,1 68,2 64,2 108,0 333,6
2015 $ 38 $ 34 $ 21 $ 38 $ 31
(1) The goodwill generated from the Company's business combinations completed during
the fiscal years 2015 and 2014 are primarily related to value placed on the employee
workforce, service offerings and capabilities and expected synergies. The goodwill is
not deductible for income tax purposes. Refer to the discussion of the Company's
business acquisitions in note 17.
(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.
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(3) Goodwill is allocated to each of the reporting units based on the relative fair
values assessed in conjunction with the goodwill impairment testing conducted as
of January 1, 2015.
The Company's acquired intangible assets are subject to amortization over their estimated useful
lives and are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized
when the carrying amount of an intangible asset exceeds its fair value. The Company reviewed the
carrying value of its intangible assets as of March 31, 2015 and concluded that such amounts
continued to be recoverable.
Intangible assets are comprised of customer-related intangible assets, that include contractual
agreements and customer relationships; and licenses and other intangible assets, that are primarily
comprised of licenses and also includes patents and trademarks, and developed technologies.
Generally customer-related intangible assets are amortized on an accelerated method based on
expected cash flows, primarily over a period of up to eight years. Licenses and other intangible assets
are generally amortized on a straight line basis over a period of up to seven years. No residual value is
estimated for any intangible assets. The fair value of the Company's intangible assets purchased
through business combinations is determined based on management's estimates of cash flow and
recoverability. The components of acquired intangible assets are as follows:
As of
March 31, As of March 31,
2015 2014
Gross Net Gross Net
Carr Accumul Carry Carr Accumu Carry
ying ated ing ying lated ing
Amou Amorti Amo Amou Amortiz Amo
nt zation unt nt ation unt
thousa
(In nds)
Intangible assets:
Customer-
related
133,8 (80,50 53,34 204,3 (140,71 63,65
intangibles $ 53 $ 6) $ 7 $ 69 $ 3) $ 6
Licenses and
other
39,98 (11,78 28,19 32,56 20,80
intangibles 5 8) 7 4 (11,760) 4
173,8 (92,2 81,54 236,9 (152,4 84,46
Total $ 38 $ 94) $ 4 $ 33 $ 73 ) $ 0
The gross carrying amounts of intangible assets are removed when fully amortized. During fiscal
year 2015, the gross carrying amounts of such intangible assets fully amortized totaled $94.9 million.
During the year ended March 31, 2015, the Company's customer-related intangible assets increased by
$16.1 million in connection with the Company's acquisitions, and licenses and other intangible assets
increased by
$15.7 million primarily as a result of the purchase of certain technology rights. Total intangible asset
amortization expense recognized in continuing operations during fiscal years 2015, 2014 and 2013 was
$32.0 million, $28.9 million and $29.5 million, respectively. As of March 31, 2015, the weighted-
average remaining useful lives of the Company's intangible assets were approximately 4.6 years and
4.2 years for customer-related intangibles, and licenses and other intangible assets,
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respectively. The estimated future annual amortization expense for acquired intangible assets is as
follows:
Amou
Fiscal Year Ending March 31, nt
(In
thousan
ds)
2016 $ 27,449
2017 19,701
2018 14,000
2019 9,760
2020 5,224
Thereafter 5,410
Total amortization expense $ 81,544
All derivative instruments are recognized on the consolidated balance sheets at fair value. If the
derivative instrument is designated as a cash flow hedge, effectiveness is tested monthly using a
regression analysis of the change in the spot currency rates and the change in the present value of the
spot currency rates. The spot currency rates are discounted to present value using functional currency
LIBOR rates over the maximum length of the hedge period. The effective portion of changes in the fair
value of the derivative instrument (excluding time value) is recognized in shareholders' equity as a
separate component of accumulated other comprehensive income (loss), and recognized in the
consolidated statements of operations when the hedged item affects earnings. Ineffective and excluded
portions of changes in the fair value of cash flow hedges are recognized in earnings immediately. If the
derivative instrument is designated as a fair value hedge, the changes in the fair value of the derivative
instrument and of the hedged item attributable to the hedged risk are recognized in earnings in the
current period. Additional information is included in note 8.
Other current assets includes approximately $600.7 million and $470.9 million as of March 31,
2015 and 2014, respectively for the deferred purchase price receivable from the Company's Global and
North American Asset-Backed Securitization programs. See note 10 for additional information.
Other current assets as of March 31, 2015 and 2014 included certain assets purchased on behalf of
a customer and financed by a third party banking institution of $169.2 million and $267.5 million,
respectively, as further described in note 17.
Investments
The Company has certain equity investments in, and notes receivable from, non-publicly traded
companies which are included within other assets. The equity method of accounting is used when the
Company has the ability to significantly influence the operating decisions of the issuer; otherwise the
cost method is used. Non-majority-owned investments in corporations are accounted for using the
equity method when the Company has an ownership percentage equal to or generally greater than 20%
but less than 50%, and for non-majority-owned investments in partnerships when generally greater than
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5%. The Company monitors these investments for impairment indicators and makes appropriate
reductions in carrying values as required. Fair values of these investments, when required, are
estimated using unobservable inputs, primarily discounted cash flow projections.
As of March 31, 2015 and 2014, the Company's equity investments in non-majority owned
companies totaled $87.0 million and $77.4 million, respectively. The equity in the earnings or
losses of the Company's equity method investments was not material to the consolidated
results of operations for any period presented and is included in interest and other, net.
Other current liabilities include customer working capital advances of $189.6 million and $754.7
million, customer-related accruals of
$454.8 million and $327.5 million, and deferred revenue of $272.6 million and $296.3 million as of
March 31, 2015 and 2014, respectively. The customer working capital advances are not interest
bearing, do not have fixed repayment dates and are generally reduced as the underlying working
capital is consumed in production. Other current liabilities as of March 31, 2015 and 2014 also
included the outstanding balances due to the third party banking institution related to the financed
equipment discussed above, that amounted to $197.7 million and $286.5 million, respectively, as
further described in note 17.
Restructuring Charges
The Company recognizes restructuring charges related to its plans to close or consolidate
excess manufacturing and administrative facilities. In connection with these activities, the
Company records restructuring charges for employee termination costs, long-lived asset
impairment and other exit-related costs.
The recognition of restructuring charges requires the Company to make certain judgments and
estimates regarding the nature, timing and amount of costs associated with the planned exit activity.
To the extent the Company's actual results differ from its estimates and assumptions, the Company
may be required to revise the estimates of future liabilities, requiring the recognition of additional
restructuring charges or the reduction of liabilities already recognized. Such changes to previously
estimated amounts may be material to the consolidated financial statements. At the end of each
reporting period, the Company evaluates the remaining accrued balances to ensure that no excess
accruals are retained and the utilization of the provisions are for their intended purpose in accordance
with developed exit plans. See note 14 for additional information regarding restructuring charges.
Recent Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board ("FASB") issued new guidance which
changes the presentation of debt issuance costs in financial statements. Under the new guidance, an
entity presents such costs in the balance sheet as a direct deduction from the related debt liability
rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is
effective for the Company beginning in the first quarter of fiscal year 2017 and early adoption is
permitted in an interim period with any adjustments reflected as of the beginning of the fiscal year
that includes that interim period. The guidance is not expected to have a significant impact to the
Company's consolidated financial statements.
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In May 2014, the FASB issued new guidance which requires an entity to recognize revenue relating
to contracts with customers that depicts the transfer of promised goods or services to customers in an
amount reflecting the consideration to which the entity expects to be entitled in exchange for such
goods or services. In order to meet this requirement, the entity must apply the following steps: (i)
identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii)
determine the transaction price; (iv) allocate the transaction price to the performance obligations per
the contracts; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
Additionally, disclosures required for revenue recognition will include qualitative and quantitative
information about contracts with customers, significant judgments and changes in judgments, and
assets recognized from costs to obtain or fulfill a contract. In April 2015, the FASB proposed to defer
the effective date of the standard by a year and if such proposal is adopted, this guidance is effective
for the Company beginning in the first quarter of fiscal year 2019. The Company is in the process of
assessing the impact on its consolidated financial statements.
In April 2014, the Financial Accounting Standards Board issued guidance which requires an entity
to report a disposal of a component of an entity in discontinued operations if the disposal represents a
strategic shift that has a major effect on an entity's operations and financial results when the component
of an entity meets certain criteria to be classified as held for sale, or when the component of an entity is
otherwise disposed. The Company early adopted this accounting standard update in the first quarter of
fiscal year 2015. During fiscal year 2015, the Company recognized a loss of $11.0 million recorded in
other income and expense, for the disposal of a manufacturing facility in Western Europe which did not
meet the criteria of discontinued operations under this accounting standard.
3. SHARE-BASED
COMPENSATION
Equity Compensation
Plans
During fiscal year 2015, the Company granted equity compensation awards under the 2010 Equity
Incentive Plan (the "2010 Plan") and the 2013 Elementum Plan (the "Elementum Plan"). The 2010
Plan is administered by Flextronics International Ltd., while the Elementum Plan is administered by
Elementum SCM (Cayman) Limited ("Elementum"), a majority owned subsidiary of the Company.
The exercise price of options granted to employees is determined by the Company's Board of
Directors or the Compensation Committee and may not be less than the closing price of the
Company's ordinary shares on the date of grant.
The Company also grants share bonus awards under its equity compensation plan. Share bonus
awards are rights to acquire a specified number of ordinary shares for no cash consideration in
exchange for continued service with the Company. Share bonus awards generally vest in installments
over a three to five year period and unvested share bonus awards are forfeited upon termination of
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employment. Vesting for certain share bonus awards is contingent upon both service and market
conditions.
As of March 31, 2015, the total unrecognized compensation cost related to unvested share options
granted to employees under the Company's 2010 Plan was approximately $0.1 million, net of
estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted-average
period of approximately 2.0 years and will be adjusted for estimated forfeitures. As of March 31, 2015,
the total unrecognized compensation cost related to unvested share bonus awards granted to employees
was approximately $90.2 million, net of estimated forfeitures. This cost will be amortized generally on
a straight-line basis over a weighted-average period of approximately 2.5 years and will be adjusted
for estimated forfeitures. Approximately $15.4 million of the unrecognized compensation cost, net of
forfeitures, is related to share bonus awards granted to certain key employees whereby vesting is
contingent on meeting a certain market condition.
Cash flows resulting from excess tax benefits (tax benefits related to the excess of proceeds from
employee exercises of share options over the share-based compensation cost recognized for those
options) are classified as financing cash flows. During fiscal years 2015, 2014 and 2013, the Company
did not recognize any excess tax benefits as a financing cash inflow.
Determining Fair Value
Options
Valuation and Amortization Method —The Company estimates the fair value of share opti ons
granted under the 2010 Plan using the Black-Scholes valuation method and a single option award
approach. This fair value is then amortized on a straight-line basis over the requisite service periods of
the awards, which is generally the vesting period. The fair market value of share bonus awards granted,
other than those awards with a market condition, is the closing price of the Company's ordinary shares
on the date of grant and is generally recognized as compensation expense on a straight-line basis over
the respective vesting period.
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Expected Term —The Company's expected term used in the Black- Scholes valuation method
represents the period that the Company's share options are expected to be outstanding and is
determined based on historical experience of similar awards, giving consideration to the contractual
terms of the share options, vesting schedules and expectations of future employee behavior as
influenced by changes to the terms of its share options.
Expected Volatility —The Company's expected volatility used in the Blac k-Scholes valuation
method is derived from a combination of implied volatility related to publicly traded options to
purchase Flextronics ordinary shares and historical variability in the Company's periodic share price.
Expected Dividend —The Company has never paid dividends on its ordina ry shares and
accordingly the dividend yield percentage is zero for all periods.
Risk-Free Interest Rate —The Company bases the risk-free interest rate used in the Black-
Scholes valuation method on the implied yield currently available on U.S. Treasury constant
maturities issued with a term equivalent to the expected term of the option.
There were no options granted under the 2010 Plan during fiscal year 2014. The fair value of
the Company's share options granted to employees for fiscal years 2015 and 2013 was estimated
using the following weighted-average assumptions:
Fiscal Year
Ended
March 31,
2015 2013
6.3 4.1
Expected term years years
Expected volatility 46.9% 46.9%
Expected dividends 0.0% 0.0%
Risk-free interest rate 2.3% 0.9%
Weighted-average fair value $4.85 $2.48
Options granted during the 2015 and 2013 fiscal years had contractual lives of seven years.
Valuation and Amortization Method —The Company estimates the fair value of share bonu s
awards granted under the 2010 Plan whereby vesting is contingent on meeting certain market
conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis
over the vesting period, which is the service period.
Expected volatility of Flextronics —Volatility used in Monte Carlo simulation is deriv ed from the
historical volatility of Flextronics' stock price over a period equal to the service period of the share
bonus awards granted. The service period is three years for those share bonus awards granted in fiscal
years 2015, 2014 and 2013.
Average peer volatility — Volatility used in Monte Carlo simulation is derived from the historical
volatilities of both the S&P 500 index and components of an extended Electronics Manufacturing
Services ("EMS") group, comprised of global competitors of the Company within the same industry,
for
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the share bonus awards granted in fiscal years 2015 and 2014, and historical volatilities of the S&P 500
index for the share bonus awards granted in fiscal year 2013 based on the various service periods.
Average Peer Correlation —Correlation coefficients were used to model the mo vement of
Flextronics' stock price relative to both the S&P 500 index and peers in the extended EMS group
for the share bonus awards granted in fiscal years 2015 and 2014, and relative to the S&P 500
index for the share bonus awards granted in fiscal year 2013.
Expected Dividend —The Company has never paid dividends on its ordina ry shares and
accordingly the dividend yield percentage is zero for all periods.
Risk-Free Interest Rate —The Company bases the risk-free interest rate used in the Monte Carlo
simulation on the yield of zero-coupon U.S. Treasury bills, as of the measurement date.
The fair value of the Company's share-bonus awards, whereby vesting is contingent on meeting
certain market conditions, for fiscal years 2015, 2014 and 2013 was estimated using the following
weighted-average assumptions:
Fiscal Year
Ended
March
31,
201 201 201
5 4 3
29.4 35.9 41.7
Expected volatility % % %
25.9 35.7 19.2
Average peer volatility % % %
Average peer correlation 0.6 0.4 0.7
Expected dividends 0.0% 0.0% 0.0%
Risk-free interest rate 0.9% 0.4% 0.4%
The following is a summary of option activity for the Company's 2010 Plan ("Price" reflects the
weighted-average exercise price):
Fiscal Year
Ended March 31,
2015 2014 2013
Optio Pri Optio Pri Optio Pri
ns ce ns ce ns ce
Outstanding,
beginning of
23,612,8 34,405,56 43,933,66 7.7
fiscal year 72 $ 8.57 4 $ 8.29 0 $ 8
11.1 6.5
Granted 15,000 1 — — 19,000 7
(3,600,90 (6,572,383 (5,398,331 4.1
Exercised 0) 6.53 ) 4.28 ) 2
(4,034,07 13.1 (4,220,309 12.9 (4,148,765 8.3
Forfeited 8) 7 ) 3 ) 2
Outstanding, end of
fiscal
15,992,8 23,612,87 34,405,56 8.2
year 94 $ 7.81 2 $ 8.57 4 $ 9
Options exercisable,
end
15,959,1 23,373,10 33,662,48 8.3
of fiscal year 73 $ 7.81 1 $ 8.58 0 $ 1
The aggregate intrinsic value of options exercised (calculated as the difference between the
exercise price of the underlying award and the price of the Company's ordinary shares determined as
of the time of option exercise for options exercised in-the-money) under the Company's 2010 Plan
was $16.3 million, $24.7 million and $13.0 million during fiscal years 2015, 2014 and 2013
respectively.
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Cash received from option exercises was $23.5 million, $28.1 million and $22.3 million for fiscal
years 2015, 2014 and 2013, respectively.
The following table presents the composition of options outstanding and exercisable as of March
31, 2015:
Options
Outstandin Options
g Exercisable
Weight
ed
Averag
e
Remain Weig Weigh
ing hted ted
Number Contra Aver Number Aver
of ctual age of age
Exer Exer
Shares Life cise Shares cise
Range of
Exercise Outstan (In Exercis
Prices ding Years) Price able Price
4,665,81
$1.94 - $2.26 5 0.79 $ 2.12 4,665,815 $ 2.12
$3. 2,236,96
39 - $5.75 0 1.36 5.56 2,233,938 5.56
$5.
87 - $7.07 79,118 2.03 6.42 68,217 6.43
$7. 4,357,64
08 - $10.59 6 0.42 10.34 4,349,848 10.35
$10.67 -
$11.41 831,555 1.19 11.22 819,555 11.22
$11.53 - 3,786,80
$13.98 0 0.22 12.45 3,786,800 12.45
$14.34 -
$23.02 35,000 1.42 15.95 35,000 15.95
$1. 15,992,8 15,959,1
94 - $23.02 94 0.66 $ 7.81 73 $ 7.81
Options vested and
expected to
15,989,7
vest 53 0.66 $ 7.81
As of March 31, 2015, the aggregate intrinsic value for options outstanding, options vested and
expected to vest (which includes adjustments for expected forfeitures), and options exercisable were
$78.1 million, $78.1 million and $77.9 million, respectively. The aggregate intrinsic value is calculated
as the difference between the exercise price of the underlying awards and the quoted price of the
Company's ordinary shares as of March 31, 2015 for the approximately 15.7 million options that were
in-the-money at March 31, 2015. As of March 31, 2015, the weighted average remaining contractual
life for options exercisable was 0.65 years.
The following table summarizes the Company's share bonus award activity ("Price" reflects the
weighted-average grant-date fair value):
Fiscal Year
Ended March
31,
2015 2014 2013
Share Pri Share Pri Share Pri
s ce s ce s ce
Unvested share
bonus
awards
outstanding,
beginning of fiscal 21,848,1 21,807,06 6.8 15,965,2 6.9
year 20 $ 7.32 9 $ 0 68 $ 1
6,963,12 11.7 8.0 9,582,86 6.7
Granted 5 5 8,978,941 7 7 4
(7,246,05 (5,481,153 6.6 (1,506,23 7.5
Vested 6) 6.97 ) 6 4) 1
(2,571,93 (3,456,737 7.0 (2,234,83 6.8
Forfeited 7) 7.70 ) 7 2) 6
Unvested share
bonus
awards
outstanding, end
18,993,2 21,848,1 7.3 21,807,0 6.8
of fiscal year 52 $ 9.01 20 $ 2 69 $ 0
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Of the 19.0 million unvested share bonus awards outstanding as of the fiscal year ended 2015,
approximately 4.9 million represents the target amount of grants made to certain key employees
whereby vesting is contingent on meeting certain market conditions summarized as follows:
Targeted
number Averag Range of
of e
awards as grant shares
of date
March fair that may be
31, 2015 value issued
Year of (in (per Market Assessment
grant shares) share) condition Minimum Maximum dates
Fisca 2012 14.77 Vesting ranges from
l 962,083 $
zero to 200% based on
2015 measurement of
Flextronics' total
shareholder return
Totals against both the
Standard and Poor's
4,865,083 ("S&P") 500
Composite Index and
an Extended
Fisca Electronics
Manufacturing Services
l 1,932,000 $
("EMS") Group Index.
2014 9.36 Vesting ranges from
zero to 200% based on
measurement of
Flextronics' total
shareholder return
against both the
Standard and Poor's
("S&P") 500
Fisca Composite Index and
an Extended
l 1,591,000 $
Electronics
2013 Manufacturing Services
("EMS") Group Index.
7.60Vesting ranges from zero to
200% based on
Fisca measurement of Flextronics'
l 380,000 $ total shareholder return
against the S&P 500 — 1,924,166 May
Composite Index. 2017
7.83Vesting ranges from zero
to 150% based on — 3,182,000 May
measurement of 2015
Flextronics' total
shareholder return
against the S&P 500
Composite Index.
— 570,000 June
— 3,864,000 May 2015
2016 (50%)
9,540,166
In accordance with the accounting guidance, the Company will continue to recognize share-based
compensation expense for these awards with market conditions regardless of whether such awards
will ultimately vest. During fiscal year 2015, 0.3 million shares vested in connection with the
remaining number of share bonus awards with market conditions granted in fiscal year 2011, and 0.4
million shares vested in connection with half of the share bonus awards with market conditions
granted in fiscal year 2012.
The total intrinsic value of share bonus awards vested under the Company's 2010 Plan was $79.0
million, $42.4 million and $9.7 million during fiscal years 2015, 2014 and 2013, respectively, based
on the closing price of the Company's ordinary shares on the date vested.
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As of March 31, 2015 Elementum had approximately 5.0 million shares available for future
grants under the 2013 Elementum Plan. Options issued to employees under this Plan vest over a
period of four years and expire ten years from the grant date. As of March 31, 2015 there were 16.0
million of options outstanding at a weighted average exercise price of $0.27 per option. Total
unrecognized compensation expenses relating to stock options granted to certain employees under
the Elementum Plan as of March 31, 2015 is $2.1 million, and will be recognized over a weighted
average period of 3.29 years.
Basic earnings per share for both continuing and discontinued operations exclude dilution and are
computed by dividing net income by the weighted-average number of ordinary shares outstanding
during the applicable periods.
Diluted earnings per share for both continuing and discontinued operations reflect the potential
dilution from stock options and share bonus awards. The potential dilution from stock options
exercisable into ordinary share equivalents and share bonus awards was computed using the treasury
stock method based on the average fair market value of the Company's ordinary shares for the period.
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The following table reflects the basic weighted-average ordinary shares outstanding and
diluted weighted-average ordinary share equivalents used to calculate basic and diluted income
from continuing and discontinued operations per share:
(1) Options to purchase ordinary shares of 6.2 million, 17.1 million and 20.6 million
during fiscal years 2015, 2014 and 2013, respectively, and share bonus awards of less
than 0.1 million and 0.3 million during fiscal years 2015 and 2013, respectively, were
excluded from the computation of diluted earnings per share due to their anti-dilutive
impact on the weighted average ordinary shares equivalents. There were no anti-
dilutive share bonus awards in fiscal year 2014.
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5. NON-CONTROLLING INTERESTS
During fiscal year 2014, a previously wholly-owned subsidiary of the Company received $38.6
million in exchange for issuing a non-controlling equity interest to certain third party investors for an
ownership interest of less than 20% of the outstanding shares in the subsidiary. The Company
continues to own a majority of the subsidiary's outstanding equity and also controls the subsidiary's
board of directors. Accordingly, the consolidated financial statements include the financial position and
results of operations of this subsidiary as of March 31, 2015 and for the year then ended.
The Company has recognized the carrying value of the non-controlling interest as a component of
total shareholders' equity. The operating results of the subsidiary attributable to the non-controlling
interests are immaterial for all of the periods presented and are included in interest and other, net.
The following table represents supplemental cash flow disclosures and non-cash investing and
financing activities:
The weighted average interest rates for the Company's long-term debt was 3.2% as of both March
31, 2015 and 2014.
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Fiscal Year
Ending March Amou
31, nt
(In
thousan
ds)
2016 $ 46,162
2017 52,500
2018 52,500
2019 922,500
2020 500,000
Thereafter 510,071
2,083,73
Total $ 3
Capital lease obligations of $5.3 million and $8.9 million, consisting of short-term obligations of
$2.8 million and $4.2 million and long term obligations of $2.5 million and $4.7 million are
included in current and non-current liabilities on the Company's balance sheets as of March 31,
2015 and 2014, respectively.
On August 30, 2013, the Company entered into a $600 million term loan agreement due August
30, 2018 and used these proceeds to repay certain term loans in full that were outstanding at that time
in the amount of $544.8 million. The remaining $55.2 million was used to repay part of the term loan
due March 2019 and upfront bank fees. This loan is repayable in quarterly installments of $3.75
million, which commenced in December 2014 and continue through August 2018, with the remaining
amount due at maturity.
Borrowings under this term loan bear interest, at the Company's option, either at (i) LIBOR plus
the applicable margin for LIBOR loans ranging between 1.00% and 2.00%, based on the Company's
credit ratings or (ii) the base rate (the greatest of the U.S. prime rate, the federal funds rate plus
0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging
between 0.00% and 1.00%, based on the Company's credit rating.
This term loan is unsecured, and contains customary restrictions on the Company's and its
subsidiaries' ability to (i) incur certain debt,
(ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v)
dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions
with affiliates. These covenants are subject to a number of exceptions and limitations. This term loan
agreement also requires that the Company maintain a maximum ratio of total indebtedness to
EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum
interest coverage ratio, as defined therein, during its term. As of March 31, 2015, the Company was in
compliance with the covenants under this term loan agreement.
Term Loan Agreement due March 2019 and Revolving Line of Credit
The Company's $2.0 billion credit facility ("Credit Facility") consists of a $1.5 billion revolving
credit facility and a $500.0 million term loan, which is due to expire in March 2019.
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On March 31, 2014, the Company borrowed an incremental amount of $63.4 million under the
term loan thereby increasing the total amount outstanding under the term loan to $500 million in
conjunction with the extension of the maturity date to March 2019. Quarterly repayments of principal
under this term loan commenced on June 30, 2014 in the amount of $6.3 million up to March 31, 2016
and will increase to $9.4 million thereafter with the remainder due upon maturity. Borrowings under
this facility bear interest, at the Company's option, either at
(i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based
on the Company's credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal
funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable
margin ranging between 0.125% and 1.125%, based on the Company's credit rating. The Company is
required to pay a quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily
unused amount of the $1.5 billion Revolving Credit Facility based on the Company's credit rating.
This Credit Facility is unsecured, and contains customary restrictions on the Company's and its
subsidiaries' ability to (i) incur certain debt,
(ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v)
dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions
with affiliates. These covenants are subject to a number of exceptions and limitations. This Credit
Facility also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA
(earnings before interest expense, taxes, depreciation and amortization), and a minimum interest
coverage ratio, as defined therein, during its term. As of March 31, 2015, the Company was in
compliance with the covenants under this loan agreement.
On February 20, 2013, the Company issued $500.0 million of 4.625% Notes due February 15,
2020 and $500.0 million of 5.000% Notes due February 15, 2023 (collectively the "Notes") in a
private offering pursuant to Rule 144A and Regulation S under the Securities Act. In July 2013, the
Company exchanged these notes for new notes with substantially similar terms and completed the
registration of these notes with the Securities and Exchange Commission. The Company received net
proceeds of approximately $990.6 million from the issuance and used those proceeds, together with
$9.4 million of cash on hand, to repay $1.0 billion of outstanding borrowings under its previous term
loan that was due October 2014.
Interest on the Notes is payable semi-annually, which commenced on August 15, 2013. The Notes
are senior unsecured obligations of the Company, rank equally with all of the Company's other existing
and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and
unconditionally on an unsecured basis, by each of the Company's 100% owned subsidiaries that
guarantees indebtedness under, or is a borrower under, the Company's Credit Facility or the Company's
Term Loan due 2018.
At any time prior to maturity, the Company may redeem some or all of the Notes at a
redemption price equal to 100% of the principal amount of the Notes redeemed, plus an applicable
premium accrued and unpaid interest, if any, to the applicable redemption date. Upon the
occurrence of a change of control repurchase event (as defined in the Notes indenture), the
Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal
amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the applicable
repurchase date.
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The indenture governing the Notes contains covenants that, among other things, restrict the ability
of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback
transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with,
or convey, transfer or lease all or substantially all of the Company's assets to, another person. These
covenants are subject to a number of significant limitations and exceptions set forth in the indenture.
The indenture also provides for customary events of default, including, but not limited to, cross
defaults to certain specified other debt of the Company and its subsidiaries. In the case of an event of
default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. If any other event of default under the
indenture occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all of the Notes to be due and payable
immediately. As of March 31, 2015, the Company was in compliance with the covenants in the
indenture governing the Notes.
As of March 31, 2015, the Company and certain of its subsidiaries had various uncommitted
revolving credit facilities, lines of credit and other loans in the amount of $184.6 million in the
aggregate. There were no borrowings outstanding under these facilities as of March 31, 2015 and
2014. These unsecured credit facilities, and lines of credit and other loans bear annual interest at the
respective country's inter-bank offering rate, plus an applicable margin, and generally have maturities
that expire on various dates in future fiscal years.
8. FINANCIAL
INSTRUMENTS
Foreign Currency
Contracts
The Company transacts business in various foreign countries and is therefore, exposed to foreign
currency exchange rate risk inherent in forecasted sales, cost of sales, and monetary assets and
liabilities denominated in non-functional currencies. The Company has established risk management
programs to protect against volatility in the value of non-functional currency denominated monetary
assets and liabilities, and of future cash flows caused by changes in foreign currency exchange rates.
The Company tries to maintain a partial or fully hedged position for certain transaction exposures,
which are primarily, but not limited to, revenues, customer and vendor payments and inter-company
balances in currencies other than the functional currency unit of the operating entity. The Company
enters into short-term foreign currency forward and swap contracts to hedge only those currency
exposures associated with certain assets and liabilities, primarily accounts receivable and accounts
payable, and cash flows denominated in non-functional currencies. Gains and losses on the Company's
forward and swap contracts are designed to offset losses and gains on the assets, liabilities and
transactions hedged, and accordingly, generally do not subject the Company to risk of significant
accounting losses. The Company hedges committed exposures and does not engage in speculative
transactions. The credit risk of these forward and swap contracts is minimized since the contracts are
with large financial institutions and accordingly, fair value adjustments related to the credit risk of the
counterparty financial institution were not material.
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As of March 31, 2015, the aggregate notional amount of the Company's outstanding foreign
currency forward and swap contracts was $3.6 billion as summarized below:
Foreign Notional
Currency Contract
Amo Value in
unt USD
Curr
ency Buy Sell Buy Sell
thousa
(In nds)
Cash Flow Hedges
2,038,00 327,91
CNY 0 — $ 6 $ —
16,064,0
HUF 00 — 58,340 —
ILS 110,200 — 27,786 —
1,706,50 275,0 112,36
MXN 0 00 6 18,108
33,00
MYR 285,000 0 77,341 8,955
SGD 27,700 — 20,234 —
RON 88,300 — 21,768 —
N/
Other N/A A 47,774 7,837
693,52
5 34,900
Other Forward/Swap
Contracts
534,0 165,33
BRL — 00 — 0
165,7 134,28 131,99
CAD 168,467 95 6 2
120,71
CNY 760,113 — 0 —
758,8 606,01 831,53
EUR 553,629 46 9 1
61,16
GBP 32,794 1 48,840 91,283
1,306,40 793,2
MXN 0 12 86,021 52,228
39,20
MYR 237,837 0 64,542 10,638
707,2
SEK 411,292 48 48,065 83,294
N/ 219,11 178,32
Other N/A A 4 1
1,327,5 1,544,6
97 17
Total Notional Contract Value 2,021,1 1,579,5
in USD $ 22 $ 17
As of March 31, 2015 and 2014, the fair value of the Company's short-term foreign currency
contracts was not material and included in other current assets or other current liabilities, as
applicable, in the consolidated balance sheets. Certain of these contracts are designed to economically
hedge the Company's exposure to monetary assets and liabilities denominated in non-functional
currencies and are not accounted for as hedges under the accounting standards. Accordingly, changes
in fair value of these instruments are recognized in earnings during the period of change as a
component of interest and other, net in the consolidated statements of operations. As of March 31,
2015 and 2014, the Company also has included net deferred losses, in accumulated other
comprehensive loss, a component of shareholders' equity in the consolidated balance sheets, relating
to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges.
These deferred losses totaled $17.3 million as of March 31, 2015, and are expected to be recognized
primarily as a component of cost of sales in the consolidated statement of operations over the next
twelve month period. The gains and losses recognized in earnings due to hedge ineffectiveness were
not material for all fiscal years presented and are included as a component of interest and other, net in
the consolidated statements of operations.
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The following table presents the fair value of the Company's derivative instruments utilized for
foreign currency risk management purposes at March 31, 2015 and 2014:
Fair Values of
Derivative
Instruments
Asset
Derivativ Liability
es Derivatives
Fair Fair
Value Value
Balanc
e
March March Balance March March
Sheet 31, 31, Sheet 31, 31,
Locati 201 20 201
on 5 14 Location 2015 4
thousands
(In)
Derivatives
designated
as hedging
instruments
Foreign currency Other Other
contracts current current
3,46 19,7 10,4
assets $ 2,896 $ 4 liabilities $ 29 $ 57
Derivatives not
designated as
hedging
instruments
Foreign currency Other Other
contracts current current
22,93 4,72 11,3 6,94
assets $ 3 $ 2 liabilities $ 28 $ 9
The Company has financial instruments subject to master netting arrangements, which provides for
the net settlement of all contracts with a single counterparty. The Company does not offset fair value
amounts for assets and liabilities recognized for derivative instruments under these arrangements, and
as such, the asset and liability balances presented in the table above reflect the gross amounts of
derivatives in the consolidated balance sheets. The impact of netting derivative assets and liabilities is
not material to the Company's financial position for any of the periods presented.
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, during fiscal
years ended March 31, 2015 and 2014 are as follows:
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Net losses reclassified from accumulated other comprehensive loss during the fiscal year 2015
relating to derivative instruments and other includes $36.2 million attributable to the Company's cash
flow hedge instruments which were recognized as a component of cost of sales in the condensed
consolidated statement of operations.
During fiscal year 2015, the Company recognized a loss of $11.0 million in connection with the
disposition of a manufacturing facility in Western Europe. This loss includes the settlement of
unrealized losses of $4.2 million on an insignificant defined benefit plan associated with the disposed
facility offset by the release of cumulative foreign currency translation gains of $9.3 million, both of
which have been reclassified from accumulated other comprehensive loss during the period. The loss
on sale is included in other charges (income), net in the condensed consolidated statement of
operations.
The Company sells trade receivables under two asset-backed securitization programs and an
accounts receivable factoring program.
Asset-Backed Securitization Programs
The Company continuously sells designated pools of trade receivables under its Global Asset-
Backed Securitization Agreement (the "Global Program") and its North American Asset-Backed
Securitization Agreement (the "North American Program," collectively, the "ABS Programs") to
affiliated special purpose entities, each of which in turn sells 100% of the receivables to unaffiliated
financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a
deferred purchase price receivable for sold receivables. Following the transfer of the receivables to the
special purpose entities, the transferred receivables are isolated from the Company and its affiliates,
and upon the sale of the receivables from the special purpose entities to the unaffiliated financial
institutions effective control of the transferred receivables is passed to the unaffiliated financial
institutions, which has the right to pledge or sell the receivables. Although the special purpose entities
are consolidated by the Company, they are separate corporate entities and their assets are available first
to satisfy the claims of their creditors. The investment limits set by the financial institutions are $550.0
million for the Global Program and $225.0 million for the North American Program. Both programs
require a minimum level of deferred purchase price receivable to be retained by the Company in
connection with the sales.
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The Company services, administers and collects the receivables on behalf of the special purpose
entities and receives a servicing fee of
0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized during the fiscal years
ended March 31, 2015, 2014 and 2013 were
not material and are included in interest and other, net within the consolidated statements of operations.
As the Company estimates the fee it
receives in return for its obligation to service these receivables is at fair value, no servicing assets or
liabilities are recognized.
As of March 31, 2015 and 2014, the accounts receivable balances that were sold under the ABS
Programs were removed from the consolidated balance sheets and the net cash proceeds received by
the Company during fiscal years ended March 31, 2015, 2014 and 2013 were included as cash
provided by operating activities in the consolidated statements of cash flows.
As of March 31, 2015, approximately $1.3 billion of accounts receivable had been sold to the
special purpose entities under the ABS Programs for which the Company had received net cash
proceeds of $740.7 million and deferred purchase price receivables of $600.7 million. As of March 31,
2014, approximately $1.2 billion of accounts receivable had been sold to the special purpose entities
for which the Company had received net cash proceeds of $729.3 million and deferred purchase price
receivables of $470.9 million. The portion of the purchase price for the receivables which is not paid
by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to
the special purpose entity as payments on the receivables are collected from account debtors. The
deferred purchase price receivable represents a beneficial interest in the transferred financial assets and
is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are
included in other current assets as of March 31, 2015 and 2014, and were carried at the expected
recovery amount of the related receivables. The difference between the carrying amount of the
receivables sold under these programs and the sum of the cash and fair value of the deferred purchase
price receivables received at time of transfer is recognized as a loss on sale of the related receivables
and recorded in interest and other, net in the consolidated statements of operations; such amounts were
$7.1 million for both fiscal years ended March 31, 2015 and 2014, and $7.2 million for the fiscal year
ended March 31, 2013.
For the fiscal years ended March 31, 2015, 2014 and 2013, cash flows from sales of
receivables under the ABS Programs consisted of approximately $4.3 billion, $4.2 billion and $3.5
billion, respectively for transfers of receivables (of which approximately $0.3 billion,
$0.4 billion and $0.7 billion, respectively represented new transfers and the remainder proceeds from
collections reinvested in revolving period transfers).
The following table summarizes the activity in the deferred purchase price receivables account
during the fiscal years ended March 31, 2015 and 2014:
As of March 31,
2015 2014
thousa
(In nds)
470,90
Beginning balance $ 8 $412,357
3,599,7 3,778,4
Transfers of receivables 68 20
(3,470,0 (3,719,8
Collections 04) 69)
600,67
Ending balance $ 2 $470,908
8
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The Company also sold accounts receivables to certain third-party banking institutions. The
outstanding balance of receivables sold and not yet collected was approximately $485.6 million and
$341.8 million as of March 31, 2015 and 2014, respectively. For the years ended March 31, 2015, 2014
and 2013, total accounts receivables sold to certain third party banking institutions was approximately
$4.2 billion, $3.4 billion and $1.1 billion, respectively. The receivables that were sold were removed
from the consolidated balance sheets and were reflected as cash provided by operating activities in the
consolidated statements of cash flows.
Fair value is defined as the price that would be received from selling an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. When
determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would
transact, and it considers assumptions that market participants would use when pricing the asset or
liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure fair value. A financial
instrument's categorization within the fair value hierarchy is based upon the lowest level of input that
is significant to the fair value measurement. The fair value hierarchy is as follows:
Level 1 —Applies to assets or liabilities for which there a re quoted prices in active
markets for identical assets or liabilities.
The Company has deferred compensation plans for its officers and certain other employees.
Amounts deferred under the plans are invested in hypothetical investments selected by the
participant or the participant's investment manager. The Company's deferred compensation plan
assets are included in other noncurrent assets on the consolidated balance sheets and include
investments in equity securities that are valued using active market prices.
Level 2 —Applies to assets or liabilities for which there a re inputs other than quoted prices
included within level 1 that are observable for the asset or liability such as quoted prices for
similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets) such as cash
and cash equivalents and money market funds; or model- derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market
data.
The Company values foreign exchange forward contracts using level 2 observable inputs
which primarily consist of an income approach based on the present value of the forward rate
less the contract rate multiplied by the notional amount.
The Company's cash equivalents are comprised of bank deposits and money market funds,
which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their
short-term nature, their carrying amount approximates fair value.
The Company's deferred compensation plan assets also include money market funds, mutual
funds, corporate and government bonds and certain convertible securities that are valued using
prices obtained from various pricing sources. These sources price these investments using certain
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market indices and the performance of these investments in relation to these indices. As a
result, the Company has classified these investments as level 2 in the fair value hierarchy.
Level 3 — Applies to assets or liabilities for which there are unobservable inputs to the
valuation methodology that are significant to the measurement of the fair value of the assets or
liabilities.
The Company accrues for contingent consideration in connection with its business acquisitions as
applicable, which is measured at fair value based on certain internal models and inputs. During fiscal
year 2015, the Company paid $11.3 million of contingent consideration related to the acquisition of
Saturn Electronics and Engineering Inc. The following table summarizes the activities related to
contingent consideration:
As of
March 31,
201 201
5 4
thousa
(In nds)
11,30 25,00
Beginning balance $ 0 $ 0
Additions to accrual 4,500 —
(11,30
Payments 0) —
(13,70
Fair value adjustments — 0)
11,30
Ending balance $ 4,500 $ 0
The Company values deferred purchase price receivables relating to its Asset-Backed
Securitization Program based on a discounted cash flow analysis using unobservable inputs (i.e. level
3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying
creditor. Due to its high credit quality and short term maturity, their fair value approximates carrying
value. Significant increases in either of the significant unobservable inputs (credit spread or risk free
interest rate) in isolation would result in lower fair value estimates, however the impact is
insignificant. The interrelationship between these inputs is also insignificant. Refer to note 10 for a
reconciliation of the change in the deferred purchase price receivable.
There were no transfers between levels in the fair value hierarchy during fiscal years 2015 and
2014.
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The following table presents the Company's assets and liabilities measured at fair value on a
recurring basis as of March 31, 2015 and 2014:
The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis,
and are as follows:
Fair Value
Measurements as of
March 31,
2014
Lev Level Lev
el 1 2 el 3 Total
thous
(In ands)
Assets:
$ $
Assets held for sale $ — 43,504 $ — 43,504
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Assets held for sale are recorded at the lesser of the carrying value or fair value, which is based on
comparable sales from prevailing market
data (level 2 inputs). These assets primarily represent manufacturing facilities that have been closed as
part of the Company's historical facility
consolidations and that met the criteria to be classified as held for sale. During fiscal year 2014, the
Company transferred $59.4 million assets to
assets held for sale, and expected to sell these within a period of twelve months. Disposals of assets
held for sale totaled $41.5 million and
$24.5 million during fiscal year 2015 and 2014, respectively, which resulted in a gain of $12.1 million
and $9.2 million, respectively, and was
included as a component of cost of sales in the consolidated statement of operations. No impairment
charges were recorded for assets held for
sale during fiscal year 2015. Impairment charges during fiscal year 2014 were not significant for assets
that were no longer in use and held for
sale. Assets held for sale as of the 2015 fiscal year end were not significant.
There were no material fair value adjustments or other transfers between levels in the fair value
hierarchy for these long-lived assets during the fiscal years 2015 and 2014.
The following table presents the Company's liabilities not carried at fair value as at March 31, 2015
and 2014:
As of March As of March
31, 2015 31, 2014
Carry Carry Fair
ing Fair ing Fair Value
Amo Valu Amo Valu Hiera
unt e unt e rchy
thousa thousa
(In nds) (In nds)
Term Loan, including
current
portion, due in
installments
592,50 582,13 600,00 591,75 Level
through August 2018 $ 0 $ 1 $ 0 $ 0 1
Term Loan, including
current
portion, due in
installments
475,00 465,50 500,00 497,19 Level
through March 2019 0 0 0 0 1
4.625 Notes due 500,00 523,75 500,00 504,68 Level
% February 2020 0 0 0 8 1
5.000 Notes due 500,00 543,15 500,00 517,65 Level
% February 2023 0 0 0 0 1
Tot 2,067,5 2,114,5 2,100,0 2,111,2
al $ 00 $ 31 $ 00 $ 78
All of the above debts are valued based on broker trading prices in active markets.
Commitments
As of March 31, 2015 and 2014, the gross carrying amount and associated accumulated
depreciation of the Company's property and equipment financed under capital leases, and the
related obligations was not material. The Company also leases certain of its facilities and
equipment under
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non-cancelable operating leases. These operating leases expire in various years through 2028
and require the following minimum lease payments:
Operatin
Fiscal Year Ending March 31, g Lease
(In
thousan
ds)
2016 $ 115,695
2017 91,272
2018 80,555
2019 65,780
2020 57,366
Thereafter 163,393
Total minimum lease payments $ 574,061
Total rent expense amounted to $133.1 million, $150.1 million and $138.8 million in fiscal years
2015, 2014 and 2013, respectively.
On December 11, 2013, Xilinx, Inc. (plaintiff) filed a lawsuit in Santa Clara County, California,
Superior Court against Flextronics International Ltd.; Flextronics International USA, Inc.; and
Flextronics Corporation (Case No. 113CV257431). The complaint asserts various claims, including
fraud, negligent misrepresentation, breach of contract, and unfair competition, based on specific alleged
incidents concerning our purchases and sales of Xilinx products. The plaintiff seeks an unspecified
amount of compensatory, statutory, punitive, and other forms of damages, injunctive relief, and
attorneys' fees and costs. The plaintiff also seeks a jury trial. On June 25, 2014, the Company filed
motions for demurrer and to strike asking the court to dismiss the claims against itself. The court held a
hearing on March 18, 2015 on the Company's motion for demurrer and to strike Xilinx's complaint. On
March 26, 2015, the court granted the Company's motion, rejecting most of Xilinx's complaint, but
allowing Xilinx the opportunity to file an amended complaint by April 25, 2015. Xilinx filed its
amended complaint on April 27, 2015, and the Company's response is due May 29, 2015. Discovery is
ongoing. Although the outcome of this matter is currently not determinable, management expects that
any losses that are probable or reasonably possible of being incurred as a result of this matter, which
are in excess of amounts already accrued in the Company's consolidated balance sheets, would not be
material to the financial statements.
During the fourth quarter of fiscal 2014, one of our Brazilian subsidiaries received an assessment
for certain sales and import taxes. The tax assessment notice is for nine months of calendar year 2010.
This assessment is in the second stage of the review process at the administrative level, and we plan to
continue to vigorously oppose it as well as any future assessments. We are, however, unable to
determine the likelihood of an unfavorable outcome of these assessments against our Brazilian
subsidiary. While we believe there is no legal basis for the alleged liabilities, due to the complexities
and uncertainty surrounding the administrative-review and judicial processes in Brazil and the nature
of the claims, we are unable to reasonably estimate a range of loss, if any. We do not expect final
judicial determination on these claims for several years.
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During fiscal year 2015, one of our non-operating Brazilian subsidiaries received an assessment of
approximately $100 million related to income and social contribution taxes, interest and penalties. The
Company believes there is no legal basis for the assessment and expects that any losses are remote. The
Company plans to vigorously defend itself through the administrative and judicial processes.
In addition, from time to time, the Company is subject to legal proceedings, claims, and litigation
arising in the ordinary course of business. The Company defends itself vigorously against any such
claims. Although the outcome of these matters is currently not determinable, management expects that
any losses that are probable or reasonably possible of being incurred as a result of these matters, which
are in excess of amounts already accrued in the Company's consolidated balance sheet, would not be
material to the financial statements as a whole.
The domestic (Singapore) and foreign components of income from continuing operations
before income taxes were comprised of the following:
The provision for income taxes from continuing operations consisted of the following:
The domestic statutory income tax rate was approximately 17.0% in fiscal years 2015, 2014 and
2013. The reconciliation of the income tax expense from continuing operations expected based on
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domestic statutory income tax rates to the expense for income taxes included in the consolidated
statements of operations is as follows:
A number of countries in which the Company is located allow for tax holidays or provide other tax
incentives to attract and retain business. In general, these holidays were secured based on the nature,
size and location of the Company's operations. The aggregate dollar effect on the Company's income
resulting from tax holidays and tax incentives to attract and retain business for the fiscal years ended
March 31, 2015, 2014 and 2013 was $9.8 million, $15.2 million and $22.6 million, respectively. The
effect on basic earnings per share was $0.02 for both fiscal years ended March 31, 2015 and 2014, and
$0.03 for the fiscal year ended March 31, 2013. The effect on diluted earnings per share was $0.02 for
both fiscal years ended March 31, 2015 and 2014, and $0.03 for the fiscal year ended March 31, 2013.
Unless extended or otherwise renegotiated, the Company's existing holidays will expire in the fiscal
years ending March 31, 2016 through fiscal year 2022.
Under its territorial tax system, Singapore generally does not tax foreign sourced income until
repatriated to Singapore. The Company has included the effects of Singapore's territorial tax system
in the rate differential line above. The tax effect of foreign income not repatriated to Singapore for the
fiscal years 2014 and 2013 were $51.5 million and $26.7 million, respectively. Due to the lack of
sufficient foreign source income, tax effect for the fiscal year 2015 was zero.
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As of March
31,
2015 2014
thousands
(In )
Deferred tax liabilities:
Fixed assets $ (73,327) $ (76,524)
Others (44,603) (54,900)
(117,93 (131,42
Total deferred tax liabilities 0) 4)
Deferred tax assets:
Fixed assets 80,370 80,801
Intangible assets 28,954 62,951
Deferred compensation 13,618 10,263
Inventory valuation 11,864 9,255
Provision for doubtful accounts 3,149 3,558
Net operating loss and other
2,394,4 2,613,0
carryforwards 56 95
Others 264,781 201,906
2,797,1 2,981,8
92 29
(2,521,7 (2,749,0
Valuation allowances 63) 40)
Net deferred tax assets, net of
valuation
allowance 275,429 232,789
Net deferred tax asset $157,499 $101,365
The net deferred tax asset is
classified as
follows:
Current asset (classified as
other current
assets) $ 63,910 $ 13,522
Long-term asset (classified as
other
assets) 211,519 219,267
Long-term liability (classified
as other
(117,930 (131,424
liabilities) ) )
Total $157,499 $101,365
Utilization of the Company's deferred tax assets is limited by the future earnings of the Company in
the tax jurisdictions in which such deferred assets arose. As a result, management is uncertain as to
when or whether these operations will generate sufficient profit to realize any benefit from the deferred
tax assets. The valuation allowance provides a reserve against deferred tax assets that are not more
likely than not to be realized by the Company. However, management has determined that it is more
likely than not that the Company will realize certain of these benefits and, accordingly, has recognized
a deferred tax asset from these benefits. The change in valuation allowance is net of certain increases
and decreases to prior year losses and other carryforwards that have no current impact on the tax
provision. Approximately $34.0 million of the valuation allowance relates to income tax benefits
arising from the exercise of stock options, which if realized will be credited directly to shareholders'
equity and will not be available to benefit the income tax provision in any future period.
The Company has recorded deferred tax assets of approximately $2.4 billion related to tax losses
and other carryforwards against which the Company has recorded a valuation allowance for all but
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$45.4 million of the deferred tax assets. These tax losses and other carryforwards, on a tax return basis,
will expire at various dates as follows:
Expiration dates of deferred tax assets related to operating losses and other
carryforwards
(In
thousands)
2016 - 2021 $ 344,790
2022 - 2027 939,453
2028 and post 660,072
Indefinite 482,527
$ 2,426,842
The amount of deferred tax assets considered realizable, however, could be reduced or
increased in the near-term if facts, including the amount of taxable income or the mix of taxable
income between subsidiaries, differ from management's estimates.
The Company does not provide for income taxes on approximately $800.0 million of undistributed
earnings of its subsidiaries which are considered to be indefinitely reinvested outside of Singapore as
management has plans for the use of such earnings to fund certain activities outside of Singapore.
Determination of the amount of the unrecognized deferred tax liability on these undistributed earnings
is not practicable. During the fiscal year 2015, we changed our intent with regard to the indefinite
reinvestment of foreign earnings from certain of our Chinese subsidiaries which are scheduled to be
de-registered or liquidated in the near future. As a result, we provided for applicable foreign
withholding taxes on $145.9 million of undistributed foreign earnings for 2015 and prior years, and
recorded a deferred tax liability of approximately $12.6 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Fiscal Year
Ended
March
31,
201 201
5 4
thousa
(In nds)
Balance, beginning of fiscal year $ 243,8 $ 230,0
64 18
Additions based on tax position related
to the current
27,04 16,82
year 8 3
24,35 36,68
Additions for tax positions of prior years 4 9
Reductions for tax positions of prior (16,38 (19,75
years 8) 5)
Reductions related to lapse of applicable
statute of
(11,891 (10,26
limitations ) 1)
(24,04 (8,964
Settlements 9) )
Impact from foreign exchange rates (20,56
fluctuation 5) (686)
222,3 243,8
Balance, end of fiscal year $ 73 $ 64
The Company's unrecognized tax benefits are subject to change over the next twelve months
primarily as a result of the expiration of certain statutes of limitations and as audits are settled. The
Company believes it is reasonably possible that the total amount of unrecognized tax benefits could
decrease by an estimated range of $25 million to $52 million within the next twelve months primarily
due to potential settlements of various audits and the expiration of certain statutes of limitations.
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The Company and its subsidiaries file federal, state, and local income tax returns in multiple
jurisdictions around the world. With few exceptions, the Company is no longer subject to income
tax examinations by tax authorities for years before 2005.
Of the $222.4 million of unrecognized tax benefits at March 31, 2015, $186.8 million will affect
the annual effective tax rate if the benefits are eventually recognized. The amount that does not impact
the effective tax rate relates to positions that would be settled with a tax loss carryforward previously
subject to a valuation allowance.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits within
the Company's tax expense. During the fiscal years ended March 31, 2015, 2014 and 2013, the
Company recognized interest and penalties of approximately $2.5 million and
$8.4 million and $5.1 million, respectively. The Company had approximately $17.0 million, $15.6
million and $11.9 million accrued for the payment of interest and penalties as of the fiscal years
ended March 31, 2015, 2014 and 2013, respectively.
The Company initiated certain restructuring activities during fiscal years 2014 and 2013 intended to
improve its operational efficiencies by reducing excess workforce and capacity and realign the
corporate cost structure. There were no material restructuring activities during fiscal year 2015.
Restructuring charges are recorded based upon employee termination dates, site closure and
consolidation plans generally in conjunction with an overall corporate initiative to drive cost reduction
and realign the Company's global footprint.
During the fiscal year ended March 31, 2014, the Company recognized restructuring charges of
approximately $75.3 million. The costs associated with these restructuring activities include employee
severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to
be disposed of, and other exit related costs due to facility closures or rationalizations. Pre-tax
restructuring charges comprised $73.4 million of cash charges predominantly related to employee
severance and $1.9 million of non-cash charges related to impairment of long-lived assets. Employee
severance costs were associated with the terminations of 6,758 identified employees. The identified
employee terminations by reportable geographic region amounted to approximately 5,073, 1,482 and
203 for Asia, the Americas and Europe, respectively.
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The components of the restructuring charges by geographic region incurred in fiscal year 2014 are
as follows:
Firs Fourt
t h
Quar Quar Tot
ter ter al
(In
thousan
ds)
Americas:
11,33 11,29 22,6
Severance $ 1 $ 0 $ 21
2,24
Other exit costs 2,248 — 8
13,57 11,29 24,8
Total restructuring charges 9 0 69
Asia:
16,20 13,21 29,4
Severance 5 4 19
1,90
Long-lived asset impairment 1,900 — 0
3,15
Other exit costs 3,157 — 7
21,26 13,21 34,4
Total restructuring charges 2 4 76
Europe:
10,04 14,6
Severance 4,631 7 78
1,28
Other exit costs 1,288 — 8
10,04 15,9
Total restructuring charges 5,919 7 66
Total
32,16 34,55 66,7
Severance 7 1 18
1,90
Long-lived asset impairment 1,900 — 0
6,69
Other exit costs 6,693 — 3
40,76 34,55 75,31
Total restructuring charges $ 0 $ 1 $ 1
During the fiscal year ended March 31, 2014, the Company recognized approximately $66.7
million of severance costs related to employee terminations of which approximately $50.2 million was
recognized in cost of sales.
During the fiscal year ended March 31, 2014, the Company recognized approximately $1.9
million for the write-down of property and equipment, and was classified as a component of cost of
sales. The property and equipment were sold as of March 31, 2014.
During the fiscal year ended March 31, 2014, the Company recognized approximately $6.7 million
of other exit costs, which primarily were comprised of $3.8 million related to personnel costs and $2.9
million of contractual obligations that resulted from facility closures. The majority of these costs were
classified as a component of cost of sales.
During the fiscal year ended March 31, 2013, the Company recognized restructuring charges of
approximately $227.4 million, of which $110.1 million was associated with the terminations of 9,138
identified employees. The identified employee terminations by reportable geographic region
amounted to approximately 4,467, 2,282, and 2,389 for Asia, the Americas and Europe, respectively.
The costs associated with these restructuring activities include employee severance, other personnel
costs, non-cash impairment charges on facilities and equipment that are not recoverable through
future cash flows
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or are no longer in use and are to be disposed of, and other exit related costs due to facility closures
or rationalizations. Pre-tax restructuring charges comprised $123.0 million of cash charges
predominantly related to employee severance costs and $104.4 million of non-cash charges primarily
related to asset impairment and other exit charges. The activities associated with these charges were
completed by the first quarter of fiscal year 2014.
The components of the restructuring charges by geographic region incurred in fiscal year 2013 are
as follows:
Thir Four
d th
Quar Qua Tota
ter rter l
(In
thousan
ds)
Americas:
13,15 14,01
Severance $ 863 $ 6 $ 9
Long-lived asset impairment — 6,302 6,302
Other exit costs 322 6,533 6,855
25,99 27,17
Total restructuring charges 1,185 1 6
Asia:
18,07 26,64
Severance 8,572 6 8
46,25 51,51
Long-lived asset impairment 0 5,268 8
28,81 30,26
Other exit costs 8 1,443 1
83,64 24,78 108,4
Total restructuring charges 0 7 27
Europe:
63,30 69,44
Severance 6,142 1 3
11,63
Long-lived asset impairment 9,851 1,782 3
10,75
Other exit costs 1,873 8,882 5
17,86 73,96 91,83
Total restructuring charges 6 5 1
Total
Severance 15,57 94,53 110,1
7 3 10
56,10 13,35 69,45
Long-lived asset impairment 1 2 3
31,01 16,85 47,87
Other exit costs 3 8 1
102,6 124,7 227,4
Total restructuring charges $ 91 $ 43 $ 34
During the fiscal year ended March 31, 2013, the Company recognized approximately
$110.1 million of severance costs related to employee terminations. Approximately $98.5
million of this was classified as a component of cost of sales for fiscal year 2013.
During the fiscal year ended March 31, 2013, the Company recognized approximately $69.5
million for the write-down of property and equipment and other manufacturing assets. The majority
of this amount was classified as a component of cost of sales.
During the fiscal year ended March 31, 2013, the Company recognized approximately $47.9
million of other exit costs, which primarily were comprised of $22.8 million for the write-down of
certain customer specific assets that were determined to be unrecoverable based on a specific
product exit and resulting declining customer volumes. Additionally, for fiscal year 2013, other exit
costs include $24.7
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million of customer disengagement costs primarily related to inventory that resulted from a product
exit as well as contractual obligations from facility closures.
The following table summarizes the provisions, respective payments, and remaining accrued
balance as of March 31, 2015 for charges incurred in fiscal years 2015, 2014, 2013 and prior
periods:
Long-
Lived
Asse Oth
t er
Sever Impair Exit Tota
ance ment Costs l
thousa
(In nds)
Balance as of March 31, 2012 $ 4,620 $ — $ 8,067 $12,687
Provision for charges incurred in
fiscal year
110,11 69,45 47,87 227,43
2013 0 3 1 4
Cash payments for charges
incurred in fiscal
(28,58 (32,41
year 2013 6) — (3,832) 8)
Cash payments for charges
incurred in fiscal
year 2010 and prior (2,455) — (2,902) (5,357)
Non-cash charges incurred in
fiscal year
(69,453 (34,99 (104,4
2013 — ) 3) 46)
Balance as of March 31, 2013 83,689 — 14,211 97,900
Provision for charges incurred in
fiscal year
2014 66,718 1,900 6,693 75,311
Cash payments for charges
incurred in fiscal
(40,27 (44,56
year 2014 3) — (4,296) 9)
Cash payments for charges
incurred in fiscal
(71,47 (80,22
year 2013 0) — (8,755) 5)
Cash payments for charges
incurred in fiscal
year 2010 and prior (2,171) — (1,950) (4,121)
Non-cash charges incurred in
fiscal year
2014 — (1,900) — (1,900)
Balance as of March 31, 2014 36,493 — 5,903 42,396
Cash payments for charges
incurred in fiscal
(18,55 (20,77
year 2014 8) — (2,212) 0)
Cash payments for charges
incurred in fiscal
year 2013 (4,560) — (1,685) (6,245)
Cash payments for charges
incurred in fiscal
year 2010 and prior (12) — (312) (324)
Balance as of March 31, 2015 13,363 — 1,694 15,057
Less: Current portion (classified as
other
current liabilities) 3,078 — 390 3,468
Accrued restructuring costs, net of
current
portion (classified as other
liabilities) $10,285 $ — $ 1,304 $11,589
During fiscal year 2015, an amendment to a customer contract to reimburse a customer for certain
performance provisions was executed which included the removal of a $55.0 million contractual
obligation recognized during fiscal year 2014. Accordingly, the Company reversed this charge with a
corresponding credit to other charges (income), net in the consolidated statement of operations.
Additionally, during fiscal year 2015, the Company recognized a loss of $11.0 million in connection
with the disposition of a manufacturing facility in Western Europe. The Company received $11.5
million in cash for the sale of $27.2 million in net assets of the facility. The loss also includes $4.6
million of estimated transaction costs, partially offset by a gain of $9.3 million for the release of
cumulative foreign currency translation gains triggered by the disposition.
During fiscal year 2014, the Company recognized $55.0 million of other charges for the
contractual obligation to reimburse a customer for certain performance provisions as described above.
Additionally,
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the Company exercised warrants to purchase common shares of a certain supplier and sold the
underlying shares for total proceeds of $67.3 million resulting in a loss of $7.1 million. Further, the
Company recognized a gain of $4.6 million on the sale of certain investments.
During fiscal year 2013, the Company recognized a net gain of $74.4 million for the fair value
adjustment of the warrants referred to above.
For the fiscal years ended March 31, 2015, 2014 and 2013, the Company recognized interest
income of $18.7 million, $17.6 million and $20.0 million.
For the fiscal years ended March 31, 2015, 2014 and 2013, the Company recognized interest
expense of $76.4 million, $79.9 million and $68.9 million, respectively, on its debt obligations
outstanding during the period.
For the fiscal years ended March 31, 2015, 2014 and 2013, the Company recognized gains on
foreign exchange transactions of $19.7 million, $11.8 million and $19.9 million, respectively.
ACQUISITIONS Business
Acquisitions
The business and asset acquisitions described below were accounted for using the purchase method
of accounting, and accordingly, the fair value of the net assets acquired and the results of the acquired
businesses were included in the Company's consolidated financial statements from the acquisition dates
forward. The Company has not finalized the allocation of the consideration for certain of its recently
completed acquisitions and generally expects to complete these allocations within one year of the
respective acquisition dates.
During the fiscal year 2015, the Company completed four acquisitions that were not individually,
nor in the aggregate, significant to the consolidated financial position, results of operations and cash
flows of the Company. All of the acquired businesses expanded the Company's capabilities in the
medical devices market, particularly precision plastics, within the HRS business group. The Company
paid $52.7 million net of $5.9 million of cash held by the acquired businesses, and recorded an accrual
of $4.5 million for contingent consideration relating to one of the acquisitions. The Company primarily
acquired $29.4 million of current assets, $9.0 million of property and equipment, recorded goodwill of
$35.8 million and intangibles of $16.1 million, and assumed certain liabilities relating to payables and
debt in connection with these acquisitions. The results of operations were included in the Company's
consolidated financial results beginning on the date of these acquisitions. Pro-forma results of
operations for these acquisitions have not been presented because the effects of the acquisitions were
immaterial to the Company's consolidated financial results for all periods presented. The Company
also paid $7.5 million as a deposit to acquire another business expected to close in fiscal year 2016,
which is included in other assets.
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On April 16, 2013, the Company completed the acquisition of certain manufacturing operations
from Google's Motorola Mobility LLC. The Company also entered into a manufacturing and services
agreement with Motorola Mobility for mobile devices in conjunction with this acquisition. This
acquisition expanded the Company's relationship with Google's Motorola Mobility and the Company's
capabilities in the mobile devices market, within the CTG business group. The results of operations
were included in the Company's consolidated financial results beginning on the date of acquisition.
Revenues were approximately 11.5% of total revenue for the fiscal year ended March 31, 2014. Income
before tax of the acquired operations for the fiscal year ended March 31, 2014 was not significant to the
consolidated financial results of the Company. On a pro forma basis, the estimated increase to our
previously reported revenue amounts to reflect the acquisition of this business as of the first day of the
prior comparative period is $3.3 billion for the year-ended March 31, 2013, and operating results for
the same period was immaterial.
The cash consideration for this acquisition amounted to $178.9 million. The allocation of the
purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was
based on their estimated fair values as of the date of acquisition. The excess of the purchase price over
the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to
goodwill.
The following represents the Company's allocation of the total purchase price to the acquired
assets and liabilities assumed of Google's Motorola Mobility LLC (in thousands):
Current assets:
97,74
Inventories $ 0
24,28
Other current assets 0
122,0
Total current assets 20
45,19
Property and equipment 8
Goodwill 2,844
Other intangible assets (useful life— 6 years) 2,948
Other assets 7,414
180,4
Total assets $ 24
Current liabilities:
Other current liabilities $ 317
Total current liabilities 317
Other liabilities 1,202
178,9
Total aggregate purchase price $ 05
Acquisition of Riwisa AG
On November 4, 2013, the Company acquired all of the outstanding shares of Riwisa AG, a
company registered in Switzerland for total cash consideration of $44.0 million, net of cash
acquired
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amounting to $9.4 million. This acquisition expanded the Company's capabilities in the medical
devices market, particularly precision plastics within the HRS business group. The Company
primarily acquired inventory, property and equipment and assumed certain liabilities relating to
payables and debt. The results of operations were included in the Company's consolidated financial
results beginning on the date of acquisition. Proforma results of operations for this acquisition have
not been presented because the effects of the acquisition were not material to the Company's
consolidated financial results.
The initial allocation of the purchase price to the tangible and identifiable intangible assets acquired
and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess
of the purchase price over the tangible and identifiable intangible assets acquired and liabilities
assumed has been allocated to goodwill. During fiscal year 2014 the Company recorded $22.7 million
as intangible assets and $18.5 million as goodwill based on a preliminary assessment of fair value of
assets acquired and liabilities assumed. During fiscal year 2015, the Company further adjusted the
purchase allocation for the acquisition resulting in a $2.6 million increase in the total cash
consideration from $44.0 million to $46.6 million, and an $8.7 million fair value adjustment for assets
acquired, increasing total goodwill to $27.2 million. Intangible assets are comprised of customer-
relationships of $15.8 million amortized over a period of 10 years and developed technology and trade
names of $6.9 million amortized over a period of 7 years.
Further, during fiscal year 2014, the Company completed two other acquisitions for total cash
consideration of $15.1 million. Neither of these acquisitions were significant to the Company's
consolidated financial position, results of operations and cash flows. These businesses expanded the
Company's capabilities primarily in manufacturing operations for precision plastics, components and
molds. The Company acquired primarily property and equipment and inventory and recorded goodwill
amounting to $5.0 million in connection with these acquisitions. The results of operations were
included in the Company's consolidated financial results beginning on the dates of these acquisitions.
Proforma results of operations for these acquisitions have not been presented because the effects of the
acquisitions were immaterial to the Company's consolidated financial results. Additionally, transaction
costs related to all acquisitions completed during the periods presented were immaterial to the
Company's financial results.
The Company continues to evaluate certain assets and liabilities related to business combinations
completed during recent periods. Additional information, which existed as of the acquisition date,
may become known to the Company during the remainder of the measurement period, a period not to
exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities, as a
result of such additional information, may result in a corresponding adjustment to goodwill.
The goodwill generated from the Company's business combinations completed during the fiscal
year ended March 31, 2014 is primarily related to value placed on the employee workforce, service
offerings and capabilities, and expected synergies and is not deductible for income tax purposes.
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During the fiscal year 2013, the Company completed its acquisition of all outstanding common
stock of Saturn Electronics and Engineering, Inc. ("Saturn"), a supplier of electronics manufacturing
services, solenoids and wiring for the automotive, appliance, consumer, energy and industrial markets.
The acquisition of Saturn broadened the Company's service offering and strengthened its capabilities
in the automotive and consumer electronics businesses within the HRS business group. The results of
operations were included in the Company's consolidated financial results beginning on the date of
acquisition which amounted to approximately $100.9 million in revenue for the year ended March 31,
2013. Net income of the acquired business during the fiscal year ended March 31, 2013 was not
significant to the consolidated operating results of the Company.
The initial cash consideration for this acquisition amounted to $193.7 million with up to an
additional $15.0 million of estimated potential contingent consideration, for a total purchase
consideration of $208.7 million. During fiscal year 2015, the Company paid $11.3 million to settle all
remaining contingent consideration.
The allocation of the purchase price to Saturn's tangible and identifiable intangible assets acquired
and liabilities assumed was based on their estimated fair values as of the date of acquisition.
Management determined the value of acquired intangible assets with the assistance of a third-party
appraisal firm. The excess of the purchase price over the tangible and identifiable intangible assets
acquired and liabilities assumed has been allocated to goodwill.
The following represents the Company's allocation of the total purchase price to the acquired
assets and liabilities assumed of Saturn (in thousands):
Current assets:
Cash and cash equivalents $ 2,191
44,87
Accounts receivable 9
23,35
Inventories 0
Other current assets 1,970
Total current assets 72,39
0
40,39
Property and equipment 2
102,7
Goodwill 25
57,20
Other intangible assets 0
Other assets 925
273,6
Total assets $ 32
Current liabilities:
29,61
Accounts payable $ 6
Other current liabilities 1,740
31,35
Total current liabilities 6
33,58
Other liabilities 5
208,6
Total aggregate purchase price $ 91
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Table of Contents
Additionally, during the fiscal year 2013, the Company completed three other acquisitions that were
not individually, nor in the aggregate, significant to the Company's consolidated financial position,
results of operations and cash flows. The total consideration, which was paid in cash for these
acquisitions, and earn outs related to certain prior period acquisitions amounted to $72.7 million. The
total amount of cash acquired from these acquisitions amounted to $80.1 million, resulting in net cash
of $7.4 million acquired from these acquisitions during the fiscal year ended 2013. One of the acquired
businesses expanded the Company's capabilities primarily in the medical and defense markets; another
acquired business supports the hardware product manufacturing needs of an existing customer in the
technology industry; and the other acquired business expanded the Company's capabilities primarily in
the LED design and manufacturing market. The Company primarily acquired cash, inventory and
certain other manufacturing assets, and recorded goodwill of $61.9 million in connection with these
acquisitions. The aggregate results of operations for these acquisitions were included in the Company's
consolidated financial results beginning on the dates of acquisition which amounted to approximately
$231.3 million in revenue for the fiscal year ended March 31, 2013. Operating results of these
acquisitions during the fiscal year ended March 31, 2013 was not significant, individually or in the
aggregate, to the consolidated operating results of the Company.
In connection with one of the acquired businesses, the Company entered into an agreement with an
existing customer and a third party banking institution to procure certain manufacturing equipment that
was financed by the third party banking institution, acting as an agent of the customer. The
manufacturing equipment was used exclusively for the benefit of this customer. The Company has the
ability to settle the obligation related to these financed assets by returning the equipment to the
customer and cannot be required to pay cash by either the customer or the third party banking
institution. During fiscal year 2015, the Company ceased manufacturing of the product related to the
financed equipment. As a result, pursuant an agreement with the customer, the Company as an agent on
behalf of the customer is in the process of dispositioning the equipment via sales to third parties and
forwarding the proceeds to the third party banking institution reducing the outstanding obligation.
Accordingly, the value of the equipment financed by the third party banking institution decreased to
$169.2 million from $267.5 million as of March 31, 2015 and 2014, respectively, and has been included
in other current assets. The outstanding balance due to the third party banking institution related to the
financed equipment correspondingly decreased to $197.7 million from $286.5 million as of March 31,
2015 and 2014, respectively, and has been included in other current liabilities. The cash inflows from
the sale of the manufacturing equipment originally purchased on behalf of the customer and financed
by the third party banking institution amounting to $79.7 million have been included in other investing
cash flows for the fiscal year ended March 31, 2015. The cash outflows relating to the purchase of the
manufacturing equipment by the Company on behalf of the customer amounting to $37.3 million and
$115.3 million have also been included in other investing cash flows for the fiscal years ended March
31, 2014 and 2013, respectively. The cash outflows to repay the third party banking institution on
behalf of the customer upon cessation of manufacturing operations amounting to $88.8
105
Table of Contents
million have been included in cash flows from other financing activities during the fiscal year ended
March 31, 2015. Net cash inflows amounting to $13.5 million and $101.9 million relating to the
funding of these assets by the financial institution on behalf of the customer have been included in
cash flows from other financing activities during the fiscal years ended March 31, 2014 and 2013,
respectively.
On April 29, 2015, the Company announced that it has entered into a definitive agreement to
acquire Mirror Controls International (MCi) from private equity firm Egeria in an all cash transaction
valuing its share capital at approximately $500.0 million. The transaction is expected to close in the
second quarter of fiscal year 2016 and will be included as part of our HRS business group. A
preliminary purchase price allocation is not yet available for this acquisition.
During fiscal year 2015, the Company repurchased approximately 39.0 million shares for an
aggregate purchase value of approximately $421.7 million under two separate repurchase plans as
further discussed below.
During the second quarter of fiscal year 2015, the Company repurchased the entire remaining
amount under a prior share repurchase plan that was approved by the Company's Board of Directors
on July 24, 2013 and the Company's shareholders at the 2013 Extraordinary General Meeting held on
July 29, 2013, or approximately 15.9 million shares for an aggregate purchase value of
approximately $160.1 million, and retired all of these shares.
Under the Company's current share repurchase program, the Board of Directors authorized
repurchases of its outstanding ordinary shares for up to $500 million in accordance with the share
repurchase mandate approved by the Company's shareholders at the date of the most recent
Extraordinary General Meeting held on August 28, 2014. During fiscal year 2015, the Company
repurchased approximately 23.0 million shares for an aggregate purchase value of approximately
$261.6 million under this plan, including amounts accrued but not paid, and retired all of these shares.
As of March 31, 2015, shares in the aggregate amount of $238.4 million were available to be
repurchased under the current Board authorization.
106
Table of Contents
During the fourth quarter of fiscal year 2015, the Company reassessed its conclusion around what
constitutes the CODM for the Company. It was concluded that the CODM group is collectively the
CEO, as supported by his direct staff who oversee the operations of the Company's four business
groups. Based on this reassessment, the Company concluded it has four reportable operating segments
which are aligned to its four business groups: HRS, CTG, IEI, and INS. These segments represent
components of the Company for which separate financial information is available that is utilized on a
regular basis by the CODM. These segments are determined based on several factors, including the
nature of products and services, the nature of production processes, customer base, delivery channels
and similar economic characteristics. Refer to note 1 to the financial statements for a description of the
various product categories manufactured under each of these segments.
A portion of amortization and depreciation is allocated to the respective segment together with
other general corporate research and development and administrative expenses. As property and
equipment is not allocated to the segment, amortization and depreciation is not separately
reviewed by the CODM group.
107
Table of Contents
Fiscal Year
Ended March
31,
2015 2014 2013
(In
thousand
s)
Net sales:
9,191,21 9,688,0 9,935,3
Integrated Network Solutions $ 1 $ 23 $ 02
8,940,04 9,357,6 7,036,9
Consumer Technology Group 3 35 03
4,459,35 3,787,8 3,762,5
Industrial & Emerging Industries 1 38 08
3,557,31 3,275,11 2,834,7
High Reliability Solutions 1 1 62
26,147,9 26,108, 23,569,
$ 16 $ 607 $ 475
Segment income and reconciliation
of income
before tax:
Integrated Network Solutions $ 257,323 $ 259,329 $270,270
Consumer Technology Group 218,251 125,171 41,339
Industrial & Emerging Industries 131,956 127,085 157,881
High Reliability Solutions 227,595 221,402 168,166
Corporate and Other (83,988) (68,475) (26,280)
Total segment income 751,137 664,512 611,376
Reconciling items:
Intangible amortization 32,035 28,892 29,529
Stock-based compensation 50,270 40,439 34,529
Restructuring charges — 75,311 227,434
Other charges (income), net (53,233) 57,512 (65,190)
Interest and other, net 51,410 61,904 56,259
Income from continuing operations
before
income taxes $ 670,655 $ 400,454 $328,815
Asset information on a segment basis is not disclosed as this information is not separately
identified and is not internally reported to the Company's CODM.
Corporate and other primarily includes corporate services costs that are not included in the
CODM's assessment of the performance of each of the identified reporting segments.
Fiscal Year
Ended March 31,
2015 2014 2013
(In
thousand
s)
Net sales:
12,953, 13,714, 53% 11,743,
Asia $ 004 50%$ 187 $ 140 50%
8,897,8 8,189,4 31 7,193,0
Americas 68 34% 14 % 63 30%
4,297,0 4,205,0 16 4,633,2
Europe 44 16% 06 % 72 20%
26,147, 26,108, 23,569,
$ 916 $ 607 $ 475
Revenues are attributable to the country in which the product is manufactured or service is
provided.
108
Table of Contents
During fiscal years 2015, 2014 and 2013, net sales generated from Singapore, the principal country
of domicile, were approximately $553.4 million, $504.6 million and $551.7 million, respectively.
During fiscal year 2015, China, Mexico, and the United States accounted for approximately 37%,
13%, and 11% of consolidated net sales, respectively. No other country accounted for more than 10%
of net sales in fiscal year 2015.
During fiscal year 2014, China, Mexico, and the United States accounted for approximately 40%,
14%, and 11% of consolidated net sales, respectively. No other country accounted for more than 10%
of net sales in fiscal year 2014.
During fiscal year 2013, China, Mexico, the United States and Malaysia accounted for
approximately 35%, 15%, 11% and 10% of consolidated net sales, respectively. No other
country accounted for more than 10% of net sales in fiscal year 2013.
As of March
31,
201
2015 4
(In thousands)
Property and equipment, net:
997,80 1,154,
Asia $ 6 48%$ 467 50%
782,83 785,75
Americas 9 37% 3 34%
311,52 348,43
Europe 2 15% 6 16%
2,092,1 2,288,
$ 67 $ 656
As of March 31, 2015 and 2014, property and equipment, net held in Singapore were
approximately $19.3 million and $17.0 million, respectively.
As of March 31, 2015, China, Mexico and the United States accounted for approximately 37%,
17% and 15%, respectively, of property and equipment, net. No other country accounted for more than
10% of property and equipment, net as of March 31, 2015.
As of March 31, 2014, China, the United States and Mexico accounted for approximately 41%,
16% and 14%, respectively, of consolidated property and equipment, net. No other country accounted
for more than 10% of property and equipment, net as of March 31, 2014.
20. DISCONTINUED OPERATIONS
During fiscal year 2013, the Company finalized the sale of two of its non-core businesses. Total
proceeds received from these sales amounted to $27.2 million, net of $1.0 million of cash sold. The
Company recognized an aggregate loss of $12.1 million on these sales, which is included in interest
and other, net within the results from discontinued operations in fiscal year 2013.
In accordance with the accounting guidance applicable at the time, these non-core businesses
qualify as discontinued operations, and accordingly, the Company has reported the results of
operations and financial position of these businesses in discontinued operations within the
consolidated statements of operations and the consolidated balance sheets for all periods presented as
applicable.
109
Table of Contents
Fiscal Year
Ended
2013
(In
thousand
s)
Net sales $ 40,593
Cost of sales 42,793
Gross loss (2,200)
Selling, general and administrative expenses 1,930
Intangibles amortization and impairment 11,000
Interest and other, net 11,280
Loss before income taxes (26,410)
Benefit from income taxes (959)
Net loss of discontinued operations $ (25,451)
Flextronics International Ltd. ("Parent") has two tranches of Notes of $500 million each
outstanding, which mature on February 15, 2020 and February 15, 2023, respectively. These notes are
senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an
unsecured basis, by certain of the Company's 100% owned subsidiaries (the "guarantor subsidiaries").
These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the
sale or disposition of all or substantially all the assets of the guarantor (other than to the Parent or a
subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company's Credit
Facility and the Company's Term Loan due 2018; 3) defeasance or discharge of the Notes, as provided
in the Notes indenture; or 4) if at any time the notes are rated investment grade.
In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has
included the accompanying condensed consolidating financial statements, which are presented using
the equity method of accounting. The principal elimination entries relate to investment in subsidiaries
and intercompany balances and transactions, including transactions with the Company's non-
guarantor subsidiaries.
110
Table of Contents
Non-
Guar Guarant
antor or
Subsi
Pare diarie Subsidi Elimin Consoli
nt s aries ations dated
(in
thousan
ds)
ASSETS
Current assets:
Cash and cash 608,9 168,27 1,628,4
equivalents $ 71 $ 2 $ 851,165 $ — $ 08
1,193,4 1,144,02 2,337,5
Accounts receivable — 91 4 — 15
1,729,5 1,759,15 3,488,7
Inventories — 93 9 — 52
Inter company 6,417, 4,774,5 10,218,7 (21,410,
receivable 410 26 88 724) —
200,47 1,077,60 1,286,2
Other current assets 8,143 6 6 — 25
7,034, 8,066,3 15,050,7 (21,410, 8,740,9
Total current assets 524 58 42 724) 00
Property and 471,05 1,621,11 2,092,1
equipment, net — 2 5 — 67
Goodwill and other
intangible assets,
net 475 60,782 353,918 — 415,175
2,223, 155,17 2,131,52 (4,092,7
Other assets 402 2 3 15) 417,382
Investment in 1,799, 1,666,7 16,652,9 (20,119,
subsidiaries 956 59 51 666) —
11,058 10,420, 35,810,2 (45,623 11,665,
Total assets $ ,357 $ 123 $ 49 $ ,105 ) $ 624
LIABILITIES AND
SHAREHOLDER
S' EQUITY
Current liabilities:
Bank borrowings
and current
portion of long- 40,00
term debt $ 0 $ 917 $ 5,245 $ — $ 46,162
1,772,6 2,788,49 4,561,1
Accounts payable — 95 9 — 94
112,69
Accrued payroll — 2 227,047 — 339,739
Inter company 6,559, 7,309,9 7,541,21 (21,410,
payable 569 44 1 724) —
Other current 30,55 772,01 1,006,56 1,809,1
liabilities 3 5 0 — 28
Total current 6,630, 9,968,2 11,568,5 (21,410 6,756,2
liabilities 122 63 62 ,724) 23
2,067, 2,102,4 2,435,96 (4,092,7 2,513,1
Long term liabilities 421 83 2 15) 51
Flextronics
International Ltd.
2,360, (1,650, 21,770,2 (20,119, 2,360,8
shareholders' equity 814 623) 89 666) 14
Noncontrolling
interests — — 35,436 — 35,436
Total shareholders' 2,360, (1,650, 21,805,7 (20,119 ) 2,396,2
equity 814 623) 25 ,666 50
Total liabilities and
shareholders' 11,058 10,420, 35,810,2 (45,623, 11,665,
equity $ ,357 $ 123 $ 49 $ 105) $ 624
111
Table of Contents
Non-
Guar Guarant
antor or
Subsi
Pare diarie Subsidi Elimin Consoli
nt s aries ations dated
(in
thousan
ds)
ASSETS
Current assets:
Cash and cash 638,7 210,46 1,593,7
equivalents $ 14 $ 2 $ 744,552 $ — $ 28
1,229,2 1,468,74 2,697,9
Accounts receivable — 42 3 — 85
1,705,8 1,893,13 3,599,0
Inventories — 72 6 — 08
Inter company 8,867, 6,963,0 9,528,15 (25,358,
receivable 520 02 8 680) —
383,59 1,125,76 1,509,6
Other current assets 246 0 9 — 05
9,506, 10,492, 14,760,3 (25,358, 9,400,3
Total current assets 480 168 58 680) 26
Property and 490,16 1,798,49 2,288,6
equipment, net — 6 0 — 56
Goodwill and other
intangible assets,
net 775 46,917 329,526 — 377,218
2,585, 120,73 4,692,15 (6,964,1
Other assets 169 8 7 14) 433,950
Investment in 3,350, 758,61 15,995,6 (20,104,
subsidiaries 690 2 23 925) —
15,44 11,908, 37,576,1 (52,427 12,500,
Total assets $ 3,114 $ 601 $ 54 $ ,719 ) $ 150
LIABILITIES AND
SHAREHOLDER
S' EQUITY
Current liabilities:
Bank borrowings
and current
portion of long- 32,50
term debt $ 0 $ 60 $ 15 $ — $ 32,575
1,614,3 3,133,39 4,747,7
Accounts payable — 83 6 — 79
106,04
Accrued payroll — 6 248,843 — 354,889
Inter company 8,607, 10,126, 6,624,50 (25,358,
payable 486 691 3 680) —
Other current 24,86 756,76 1,739,80 2,521,4
liabilities 8 7 9 — 44
Total current 8,664, 12,603, 11,746,5 (25,358 7,656,6
liabilities 854 947 66 ,680) 87
4,615, 2,140,9 2,849,70 (6,964,1 2,641,7
Long term liabilities 210 85 3 14) 84
Flextronics
International Ltd.
2,163, (2,836, 22,941,2 (20,104, 2,163,0
shareholders' equity 050 331) 56 925) 50
Noncontrolling
interests — — 38,629 — 38,629
Total shareholders' 2,163, (2,836, 22,979,8 (20,104 ) 2,201,6
equity 050 331) 85 ,925 79
Total liabilities and
shareholders' 15,44 11,908, 37,576,1 (52,427, 12,500,
equity $ 3,114 $ 601 $ 54 $ 719) $ 150
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2015
Non-
Guar Guaran
antor tor
Subsi
Paren diarie Subsidi Elimin Consol
t s aries ations idated
(in
thousan
ds)
17,620, 19,669,8 (11,142, 26,147,
Net sales $ —$ 300 $ 82 $ 266) $ 916
16,133, 19,611,6 (11,142, 24,602,
Cost of sales — 224 18 266) 576
1,487,0 1,545,3
Gross profit — 76 58,264 — 40
Selling, general and
administrative
233,76
expenses — 7 610,706 — 844,473
Intangible amortization 300 2,891 28,844 — 32,035
10,0 850,88 (862,795
Interest and other, net 86 6 ) — (1,823)
Income (loss) before (10,3 399,53
income taxes 86) 2 281,509 — 670,655
Provision for income
taxes — 14,143 55,711 — 69,854
Equity in earnings in 611,1 (142,45 (936,67
subsidiaries 87 1) 467,940 6) —
600, 242,93 (936,67
Net income $ 801 $ 8 $ 693,738 $ 6) $600,801
112
Table of Contents
Non-
Guar Guaran
antor tor
Subsi
Par diarie Subsidi Elimin Consoli
ent s aries ations dated
(in
thousan
ds)
17,648, 21,600,2 (13,140, 26,108,
Net sales $ — $ 879 $ 40 $ 512) $ 607
16,225, 21,525,0 (13,140, 24,609,
Cost of sales — 232 18 512) 738
Restructuring charges — 9,609 49,039 — 58,648
1,414,0 1,440,2
Gross profit — 38 26,183 — 21
Selling, general and
administrative
230,04
expenses — 1 644,755 — 874,796
Intangible
amortization 300 4,124 24,468 — 28,892
Restructuring charges 800 (271) 16,134 — 16,663
(502, 864,09 (242,651
Interest and other, net 028) 5 ) — 119,416
Income (loss) before 500,9 316,04 (416,523
income taxes 28 9 ) — 400,454
Provision for income
taxes 52 42,944 (8,136) — 34,860
Equity in earnings in (135, (255,94
subsidiaries 282) 1) 369,429 21,794 —
365,5
Net income (loss) $ 94 $ 17,164 $ (38,958) $ 21,794 $365,594
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2013
Non-
Guar Guarant
antor or
Subsi
Par diarie Subsidi Elimin Consol
ent s aries ations idated
(in
thousan
ds)
15,379, 17,033,9 (8,843,6 23,569,
Net sales $ — $ 151 $ 74 $ 50) $ 475
13,886, 17,144,2 (8,843,6 22,187,
Cost of sales — 798 45 50) 393
Restructuring charges — 26,295 189,539 — 215,834
1,466,0 (299,810 1,166,2
Gross profit — 58 ) — 48
Selling, general and
administrative
195,56
expenses — 0 609,675 — 805,235
Intangible
amortization 300 7,840 21,389 — 29,529
Restructuring charges — 1,646 9,954 — 11,600
(880, 702,30
Interest and other, net 051) 5 168,815 — (8,931)
Income (loss) from
continuing
operations before 879,7 558,70 (1,109,64
income taxes 51 7 3) — 328,815
Provision for income
taxes — 15,396 10,917 — 26,313
Equity in earnings in (602, (391,74
subsidiaries 700) 8) 591,825 402,623 —
Income from 277,0 151,56 (528,735
continuing operations 51 3 ) 402,623 302,502
Loss from
discontinued
operations, net
of tax — — (25,451) — (25,451)
277,0 151,56
Net income (loss) $ 51 $ 3 $(554,186) $402,623 $277,051
113
Table of Contents
Non-
Guar Guaran
antor tor
Subsi
Par diarie Subsidi Elimin Consol
ent s aries ations idated
(in
thousan
ds)
600, 242,93 (936,67
Net income $ 801 $ 8 $ 693,738 $ 6) $600,801
Other comprehensive
income (loss):
Foreign currency
translation
adjustments, net of (18,9 256,65 (478,07
zero tax 32) 2 221,418 0) (18,932)
Unrealized loss on
derivative
instruments and
other, net of zero
(35,4 (33,769
tax 17) ) (35,417) 69,186 (35,417)
546, 465,82 (1,345,5
Comprehensive income $ 452 $ 1 $ 879,739 $ 60) $546,452
Non-
Guar Guarant
antor or
Subsi
Par diarie Subsidi Elimin Consol
ent s aries ations idated
(in
thousan
ds)
365,
Net income (loss) $ 594 $ 17,164 $ (38,958) $ 21,794 $365,594
Other comprehensive
income:
Foreign currency
translation
adjustments, net of (34,6 (89,282
zero tax 83) ) (89,635) 178,917 (34,683)
Unrealized loss on
derivative
instruments and
other, net of zero
(13,9
tax 92) (5,221) (13,993) 19,214 (13,992)
Comprehensive income 316, (77,339 (142,586
(loss) $ 919 $ ) $ ) $219,925 $316,919
Non-
Guar Guarant
antor or
Subsi
Par diarie Subsidi Elimin Consol
ent s aries ations idated
(in
thousan
ds)
277, 151,56 (554,186
Net income (loss) $ 051 $ 3 $ ) $402,623 $277,051
Other comprehensive
income (loss):
Foreign currency
translation
adjustments, net of (16,2
zero tax 89) 5,207 10,377 (15,584) (16,289)
Unrealized loss on
derivative
instruments and
other, net of zero
(20,7 (15,910
tax 55) ) (20,755) 36,665 (20,755)
Comprehensive income 240, 140,86 (564,564
(loss) $ 007 $ 0 $ ) $423,704 $240,007
114
Table of Contents
Non-
Guar Guarant
antor or
Subsi
Par diarie Subsidiar Elimin Consol
ent s ies ations idated
(In
thousan
ds)
Net cash provided by
(used in)
(73,35 448,68
operating activities $ 6) $ 5 $ 418,705 $ — $794,034
Cash flows from
investing activities:
Purchases of
property and
equipment, net of
proceeds from
(85,876 (153,833 (239,72
disposal — ) ) (15) 4)
Acquisition of
businesses, net of
(20,589
cash acquired — ) (40,772) — (61,361)
Proceeds from
divestitures of
business, net of
cash held in
divested business — — (5,493) — (5,493)
Investing cash flows
from (to)
(1,703 (2,284, 1,178,60 2,809,5
affiliates ,983) 175) 6 52 —
Other investing (1,500 (13,821
activities, net ) ) 79,683 — 64,362
Net cash provided
by (used in)
investing (1,705 (2,404, 1,058,19 2,809,5 (242,21
activities ,483) 461) 1 37 6)
Cash flows from
financing activities:
Proceeds from bank
borrowings
303,0
and long-term debt 00 4,737 11,805 — 319,542
Repayments of bank
borrowings
and long-term debt
and capital
(335,5 (344,15
lease obligations 00) (3,127) (5,529) — 6)
Payments for
repurchases of
(415,9 (415,94
ordinary shares 45) — — — 5)
Proceeds from
exercise of stock
23,49
options 7 — 11 — 23,508
Financing cash
flows from (to)
2,420, 1,914,6 (1,526,03 (2,809,5
affiliates 952 19 4) 37) —
Other financing
activities, net — — (98,966) — (98,966)
Net cash provided
by (used in)
financing 1,996, 1,916,2 (1,618,71 (2,809,5 (516,01
activities 004 29 3) 37) 7)
Effect of exchange
rates on cash and
(246,9
cash equivalents 08) (2,643) 248,430 — (1,121)
Net increase
(decrease) in cash
and
(29,74 (42,190
cash equivalents 3) ) 106,613 — 34,680
Cash and cash
equivalents,
beginning of 638,7 210,46 1,593,7
period 14 2 744,552 — 28
Cash and cash
equivalents, end of
608,9 168,27 1,628,4
period $ 71 $ 2 $ 851,165 $ — $ 08
115
Table of Contents
Non-
Guar Guarant
antor or
Subsi
Par diarie Subsidi Elimin Consol
ent s aries ations idated
(In
thousan
ds)
Net cash provided by
(used in)
459,7 (543,42 1,299,58 1,216,4
operating activities $ 48 $ 6) $ 7 $ 551 60
Cash flows from
investing activities:
Purchases of
property and
equipment, net of
proceeds from
(222,19 (292,221 (515,00
disposal — 7) ) (585) 3)
Acquisition of
businesses, net of
(61,587 (238,03
cash acquired — ) (176,444) — 1)
Proceeds from
divestitures of
business, net of
cash held in
divested business — — 4,599 — 4,599
Investing cash flows
from (to)
35,26 (510,16 (1,790,60 2,265,5
affiliates 2 8) 9) 15 —
Other investing
activities, net — (5,342) (30,155) — (35,497)
Net cash provided
by (used in)
investing 35,26 (799,29 (2,284,83 2,264,9 (783,93
activities 2 4) 0) 30 2)
Cash flows from
financing activities:
Proceeds from bank
borrowings and
1,066, 1,066,6
long-term debt 359 277 17 — 53
Repayments of bank
borrowings
and long-term debt
and capital
(492,0 (537,58
lease obligations 34) (525) (45,021) — 0)
Payments for early
repurchase of
(503,4 (41,417 (544,84
long-term debt 23) ) — — 0)
Payments for
repurchases of
(475,3 (475,31
ordinary shares 14) — — — 4)
Proceeds from
exercise of stock
28,14
options 0 — — — 28,140
Financing cash flows
from (to)
(277,5 1,365,8 1,177,24 (2,265,4
affiliates 94) 34 1 81) —
Other financing
activities, net — — 52,149 — 52,149
Net cash provided
by (used in)
financing (653,8 1,324,1 1,184,38 (2,265,4 (410,79
activities 66) 69 6 81) 2)
Effect of exchange
rates on cash and
57,05
cash equivalents 5 2,641 (74,791) — (15,095)
Net increase
(decrease) in cash
and
(101,8 (15,910
cash equivalents 01) ) 124,352 — 6,641
Cash and cash
equivalents,
740,5 226,37 1,587,0
beginning of period 15 2 620,200 — 87
Cash and cash
equivalents, end of
638,7 210,46 1,593,7
period $ 14 $ 2 $ 744,552 $ — $ 28
116
Table of Contents
Non-
Guar Guaranto
antor r
Subsi
Par diarie Subsidiar Elimin Consol
ent s ies ations idated
(In
thousan
ds)
Net cash provided by
(used in)
836,8 695,59 (416,280 1,115,4
operating activities $ 30 $ 6 $ ) $ (716) 30
Cash flows from
investing activities:
Purchases of
property and
equipment, net of
proceeds from
(137,92 (297,937 (435,32
disposal — 1) ) 530 8)
Acquisition of
businesses, net of
(20,150 (184,09
cash acquired — ) (163,947) — 7)
Proceeds from
divestitures of
business, net of
cash held in
divested business — — 22,585 — 22,585
Investing cash flows
from (to)
(1,228 965,29 1,166,80 (903,33
affiliates ,773) 8 9 4) —
Other investing (106,771 (100,35
activities, net — 6,412 ) — 9)
Net cash provided
by (used in)
investing (1,228 813,63 (902,80 (697,19
activities ,773) 9 620,739 4) 9)
Cash flows from
financing activities:
Proceeds from bank
borrowings
1,250, 1,250,2
and long-term debt 000 150 63 — 13
Repayments of bank
borrowings
and long-term debt
and capital
(379,3 (391,85
lease obligations 99) (3,875) (8,585) 9)
Payments for early
repurchase of
(756,8 (243,14 (1,000,0
long-term debt 55) 5) — 00)
Payments for
repurchases of
(322,0 (322,04
ordinary shares 40) — — — 0)
Proceeds from
exercise of stock
22,25
options 7 — — — 22,257
Financing cash
flows from (to)
693,1 (1,213, (383,355
affiliates 85 350) ) 903,520 —
Other financing
activities, net — — 101,851 — 101,851
Net cash provided
by (used in)
financing 507,1 (1,460, (290,026 (339,57
activities 48 220) ) 903,520 8)
Effect of exchange
rates on cash and
(23,94
cash equivalents 2) (1,801) 15,848 — (9,895)
Net increase
(decrease) in cash
and
91,26
cash equivalents 3 47,214 (69,719) — 68,758
Cash and cash
equivalents,
beginning of 649,2 179,15 1,518,3
period 52 8 689,919 — 29
Cash and cash
equivalents, end of
740,5 226,37 1,587,0
period $ 15 $ 2 $ 620,200 $ — $ 87
117
Table of Contents
The following table contains unaudited quarterly financial data for fiscal years 2015 and 2014.
(1) Earnings per share are computed independently for each quarter presented; therefore,
the sum of the quarterly earnings per share may not equal the total earnings per share
amounts for the fiscal year.
The Company recorded restructuring charges during fiscal year 2014. The Company classified
approximately $35.1 million and $23.5 million of these charges as a component of cost of sales
during the first and fourth quarters of fiscal year 2014, respectively, and approximately $5.6 million
and $11.1 million of these charges as a component of selling, general and administrative expenses
during the first and fourth quarters of fiscal year 2014, respectively.
118
Table of Contents
Not applicable.
Under the supervision and with the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, the Company has evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) as of March 31, 2015. Based on that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that, as of March 31, 2015, such disclosure controls and
procedures were effective in ensuring that information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (i) recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and (ii) accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a- 15(f) under the Securities Exchange Act of
1934, as amended. As of March 31, 2015, under the supervision and with the participation of
management, including the Company's Chief Executive Officer and Chief Financial Officer, an
evaluation was conducted of the effectiveness of the Company's internal control over financial
reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that
evaluation, management concluded that the Company's internal control over financial reporting was
effective as of March 31, 2015.
Because of its inherent limitations, a system of internal control over financial reporting can provide
only reasonable assurance and may not prevent or detect misstatements or prevent or detect instances
of fraud. These inherent limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be
circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Management's annual assessment of the effectiveness of our internal control over financial
reporting as of March 31, 2015 excluded the internal control over financial reporting of all four of our
acquisitions that were completed during the year ended March 31, 2015, which constitute, in the
aggregate, less than 1% of both total assets and net sales of the consolidated financial statements
amount as of, and for the fiscal year ended March 31, 2015.
The effectiveness of the Company's internal control over financial reporting as of March 31, 2015
has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report which appears in this Item under the heading "Report of Independent Registered
Public Accounting Firm."
119
Table of Contents
There were no changes in the Company's internal controls over financial reporting that occurred
during the year ended March 31, 2015 that have materially affected, or are reasonably likely to
materially affect, its internal controls over financial reporting.
120
Table of Contents
We have audited the internal control over financial reporting of Flextronics International Ltd. and
subsidiaries (the "Company") as of March 31, 2015, based on criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. As described in Management's Annual Report on Internal Control over Financial
Reporting, management excluded from its assessment the internal control over financial reporting of all
four acquisitions that were completed during the year ended March 31, 2015, which constitute, in
aggregate, less than 1% of both total assets and net sales of the consolidated financial statement
amounts as of and for the fiscal year ended March 31, 2015. Accordingly, our audit did not include the
internal control over financial reporting of all four acquisitions. The Company's management is
responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying
Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the
supervision of, the company's principal executive and principal financial officers, or persons
performing similar functions, and effected by the company's board of directors, management, and
other personnel 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. A company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the
company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation
of the effectiveness of the internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of March 31, 2015, based on the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
121
Table of Contents
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as of and for the year ended
March 31, 2015 of the Company and our report dated May 20, 2015 expressed an unqualified opinion
on those financial statements.
122
Table of Contents
Not applicable.
PART III
Information with respect to this item may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2015 Annual General Meeting of Shareholders. Such
information is incorporated by reference.
Information with respect to this item may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2015 Annual General Meeting of Shareholders. Such
information is incorporated by reference.
Information with respect to this item may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2015 Annual General Meeting of Shareholders. Such
information is incorporated by reference.
Information with respect to this item may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2015 Annual General Meeting of Shareholders. Such
information is incorporated by reference.
Information with respect to this item may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2015 Annual General Meeting of Shareholders. Such
information is incorporated by reference.
123
Table of Contents
PART IV
3. Exhibits. The following exhibits are filed with this annual report on Form 10-K:
Incorporated by File
Reference d
Exhibit For File Filing Exhibit
No. Exhibit m No. Date No.Herewith
000-
3.01 Memorandum of 10-K 23354 05-29-07 3.01
Association, as
amended
Amended and 000-
3.02 Restated 8-K 23354 10-11-06 3.01
Articles of
Association of
Flextronics
International
Ltd.
Indenture, dated 000-
4.01 as of 8-K 23354 02-22-13 4.01
February 20,
2013, by
and between the
Company, the
Guarantors
party thereto and
U.S.
Bank National
Association, as
Trustee.
Form of 4.625% 000-
4.02 Note 8-K 23354 02-22-13 4.02
due 2020
Form of 5.000% 000-
4.03 Note 8-K 23354 02-22-13 4.03
due 2023
Registration 000-
4.04 Rights 8-K 23354 02-22-13 4.04
Agreement, dated
as of
February 20,
2013, by
and between the
Company, the Guarantors
named therein, and
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated, Citigroup
Global Markets Inc. and
J.P. Morgan Securities
LLC, as representatives
of the initial purchasers
named therein
124
Table of Contents
Incorporated by File
Reference d
Exhibi For File Filing Exhibit
t No. Exhibit m No. Date No.Herewith
4.0 First 10- 000- 05-28-
5 Supplemental K 23354 2013 4.11
Indenture, dated
as of
March 28, 2013,
among
the Company, the
Guarantor party
thereto
and U.S. Bank
National
Association, as
Trustee,
to the Indenture,
dated as
of February 20,
2013, by
and between the
Company, the
Guarantors
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
4.0 Second 10- 000-
6 Supplemental Q 23354 10-30-14 4.01
Indenture, dated
as of
August 25, 2014,
among
the Company, the
Guarantor party
thereto
and U.S. Bank
National
Association, as
Trustee,
to the Indenture,
dated as
of February 20,
2013, by
and between the
Company, the
Guarantors
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
4.0 Term Loan 000-
7 Agreement, 8-K 23354 09-04-13 10.01
dated as of August
30,
2013, among
Flextronics
International Ltd.,
as
Borrower, The
Bank of
Tokyo-Mitsubishi
UFJ,
Ltd., as
Administrative
Agent, Lead
Arranger
and Bookrunner,
and the
other Lenders
party
thereto
4.08 Amendment No. 000-
1, dated 8-K 23354 7-28-14 4.01
May 21, 2014 to
Term
Loan Agreement
dated as
of August 30,
2013,
among Flextronics
International Ltd., as
Borrower, The Bank of
Tokyo-Mitsubishi UFJ,
Ltd., as Administrative
Agent, Lead Arranger
and Bookrunner, and the
other Lenders party
thereto
4.09 Credit Agreement, 000-
dated 8-K 23354 04- 01-14 10.01
as of March 31, 2014,
among Flextronics
International Ltd. and
certain of its subsidiaries,
as borrowers, Bank of
America, N.A., as
Administrative Agent and
Swing Line Lender, and
the other Lenders party
thereto
125
Table of Contents
Incorporated by File
Reference d
Exhibit For File Filing Exhibit
No. Exhibit m No. Date No.Herewith
Form of 000-
10.01 Indemnification 10-K 23354 05-20-09 10.1
Agreement
between the
Registrant and its
Directors and
certain
officers.†
Form of 000-
10.02 Indemnification 10-K 23354 05-20-09 10.2
Agreement
between
Flextronics
Corporation
and Directors and
certain
officers of the
Registrant.†
Registrant's 1993 000-
10.03 Share 8-K 23354 07-14-09 10.04
Option Plan, as
amended.†
Flextronics 000-
10.04 International 10-Q 23354 11-03-09 10.01
Ltd. 2001 Equity
Incentive Plan, as
amended.†
Registrant's 2002 000-
10.05 Interim 8-K 23354 07-14-09 10.02
Incentive Plan, as
amended.†
Flextronics 33-
10.06 International S-1 74622 01-31-94 10.52
USA, Inc. 401(k)
Plan.†
Registrant's 2004 000-
10.07 Award 8-K 23354 07-14-09 10.09
Plan for New
Employees,
as amended.†
Flextronics 000-
10.08 International 8-K 23354 07-28-10 10.01
Ltd. 2010 Equity
Incentive Plan.†
Form of Share 000-
10.09 Option 10-Q 23354 08-05-10 10.02
Award Agreement
under
2010 Equity
Incentive
Plan†
Form of 000-
10.12 Restricted Share 10-Q 23354 08-05-10 10.03
Unit Award
Agreement
under 2010
Equity
Incentive Plan†
Form of Share 000-
10.13 Bonus 10-Q 23354 08-05-10 10.04
Award Agreement
under
2001 Equity
Incentive
Plan†
Flextronics 000-
10.14 International 10-Q 23354 02-05-09 10.02
USA, Inc. Third
Amended and
Restated
2005 Senior
Management
Deferred
Compensation
Plan†
Flextronics 000-
10.15 International 10-Q 23354 02-05-09 10.01
USA, Inc. Third
Amended and Restated
Senior Executive
Deferred Compensation
Plan†
Summary of
10.16 Directors' X
Compensation†
Solectron 10- 000-
10.17 Corporation Q 23354 11-03-09 10.02
2002 Stock Plan,
as
amended.†
126
Table of Contents
Incorporated by File
Reference d
Exhibit For File Filing Exhibit
No. Exhibit m No. Date No.Herewith
Award Agreement 000-
10.18 for 10-Q 23354 08-05-10 10.08
Francois Barbier
under
Senior
Management
Deferred
Compensation
Plan, dated July
22,
2005.†
Executive 000-
10.19 Incentive 10-Q 23354 08-05-10 10.06
Compensation
Recoupment
Policy†
Francois Barbier 000-
10.20 Offer 8-K 23354 09-03-10 10.01
Letter, dated as of
July 1,
2010†
000-
10.21 Francois Barbier 10-K 23354 05-28-13 10.27
Relocation
Expenses
Addendum, dated
as of
March 5, 2013†
000-
10.22 Francois Barbier 8-K 23354 09-03-10 10.03
Confirmation
Date
Letter, dated as of
August 30, 2010†
000-
10.23 2010 Flextronics 10-Q 23354 11-03-10 10.04
International
USA, Inc.
Deferred
Compensation
Plan†
Form of 000-
10.24 Restricted Stock 10-Q 23354 08-09-11 10.01
Unit Award Under
2010
Equity Incentive
Plan†
Form of 000-
10.25 Amendment to 10-Q 23354 02-04-13 10.01
certain senior
executive
Share Bonus
Award
Agreements
under the
2001 Equity
Incentive
Plan†
Form of 000-
10.26 Amendment to 10-Q 23354 02-04-13 10.02
certain senior
executive
Restricted Share
Unit
Agreements
under the
2010 Equity
Incentive
Plan†
Form of 000-
10.27 Restricted Share 10-Q 23354 02-04-13 10.03
Unit Award
Agreement
under the 2010
Equity
Incentive Plan for
certain
performance
based
awards†
000-
10.28 Form of Award 10-Q 23354 07-30-12 10.01
Agreement under
2010
Deferred
Compensation
Plan†
10.29 Compensation X
Arrangements of
Certain
Executive Officers of
Flextronics International
Ltd.†
10.30 Award
Agreement for 10-Q000-23354 08-08-07 10.02
Christopher Collier under
Senior Management
Deferred Compensation
Plan dated June 30,
2005†
127
Table of Contents
Incorporated by File
Reference d
Exhibit For File Filing Exhibit
No. Exhibit m No. Date No.Herewith
Award Agreement 10- 000-
10.31 for Q 23354 07-30-12 10.04
Paul Humphries
under
Senior
Management
Deferred
Compensation
Plan dated June
30,
2005†
Jonathan Hoak 000-
10.32 Offer 10-Q 23354 07-30-12 10.05
Letter dated
December 8,
2010†
Form of 000-
10.33 Restricted Share 10-Q 23354 11-01-13 10.02
Unit Award
Agreement
under the 2010
Equity
Incentive Plan for
time-
based vesting
awards†
Form of 000-
10.34 Performance- 10-Q 23354 08-02-13 10.01
Based Restricted
Stock
Unit Award
(S&P500/Extende
d EMS
Group)†
Form of 2010 000-
10.35 Deferred 10-Q 23354 08-02-13 10.02
Compensation
Plan
Award Agreement
(performance
targets,
cliff vesting)†
Form of 2010 000-
10.36 Deferred 10-Q 23354 08-02-13 10.03
Compensation
Plan
Award Agreement
(non-
performance,
periodic
vesting,
continuing
Participant)†
Award Agreement 000-
10.37 under 10-Q 23354 07-28-14 10.01
the 2010 Deferred
Compensation
Plan†
Form of 000-
10.38 Restricted Share 10-Q 23354 10-30-14 10.01
Unit Award
Agreement
under the 2010
Equity
Incentive Plan for
certain
executive fiscal
year
2015
performance-
based
awards†
Form of 000-
10.39 Restricted Share 10-Q 23354 10-30-14 10.01
Unit Award
Agreement
under the 2010
Equity
Incentive Plan for
CEO
FY15
performance-
based
award†
Description of
10.40 Annual X
Bonus Incentive
Plan for
Fiscal 2015†
10.41 Description of X
Performance
Long Term
Incentive Plan for
Fiscal
2015†
21.01 Subsidiaries of X
Registrant.
23.01 Consent of Deloitte & X
Touche LLP.
24.01 Power of Attorney X
(included on the
signature
page to this Form 10-K)
128
Table of Contents
Incorporated by File
Reference d
Exhibit For File Filing Exhibit
No. Exhibit m No. Date No.Herewith
31. Certification of
01 Chief X
Executive Officer
pursuant to Rule
13a-14
(a) of the
Exchange Act
31. Certification of
02 Chief X
Financial Officer
pursuant to Rule
13a-14
(a) of the
Exchange Act
32.01 Certification of
* the Chief X
Executive Officer
pursuant to Rule
13a-14
(b) of the
Exchange Act
and 18 U.S.C.
Section
1350
32.02 Certification of
* the Chief X
Financial Officer
pursuant to Rule
13a-14
(b) of the
Exchange Act
and 18 U.S.C.
Section
1350
101.IN
S XBRL Instance X
Document
101.SC
H XBRL Taxonomy X
Extension
Scheme
Document
101.CA
L XBRL Taxonomy X
Extension
Calculation
Linkbase
Document
101.DE
F XBRL Taxonomy X
Extension
Definition
Linkbase
Document
101.LA
B XBRL Taxonomy X
Extension Label
Linkbase
Document
101.PR
E XBRL Taxonomy X
Extension
Presentation
Linkbase
Document
* This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed
with the Securities and Exchange Commission, and is not incorporated by reference
into any filing of Flextronics International Ltd. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general incorporation language
contained in such filing.
† Management contract, compensatory plan or arrangement.
129
Table of Contents
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Michael M. McNamara and Christopher Collier
and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys- in-fact, or his substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
/s/ MICHAEL M.
MCNAMARA Chief Executive Officer and
Director May 20,
2015
(Principal Executive Officer)
Michael M. McNamara
/s/ CHRISTOPHER
COLLIER Chief Financial Officer
(Principal May 20,
Financial Officer) 2015
Christopher Collier
Senior Vice President and
/s/ DAVID BENNETT Chief
Accounting Officer May 20,
(Principal 2015
David Bennett Accounting Officer)
/s/ H. RAYMOND
BINGHAM
May 20,
Chairman of the Board 2015
H. Raymond Bingham
/s/ MICHAEL D.
CAPELLAS
May 20,
Director 2015
Michael D. Capellas
130
Table of Contents
EXHIBIT INDEX
Incorporated Exh
by Reference ibit Filed
Exhibit For File Filing Here
No. Exhibit m No. Date No. with
Memorandum of 10- 000- 05-29-
3.01 Association, as K 23354 07 3.01
amended
Amended and Restated 000-
3.02 Articles of 8-K 23354 10-11-06 3.01
Association of
Flextronics
International Ltd.
Indenture, dated as of 000-
4.01 February 20, 8-K 23354 02-22-13 4.01
2013, by and between the
Company, the Guarantors
party
thereto and U.S. Bank
National
Association, as Trustee.
Form of 4.625% Note 000-2335402-22-
4.02 due 2020 8-K 13 4.02
Form of 5.000% Note 000-2335402-22-
4.03 due 2023 8-K 13 4.03
Registration Rights 000-
4.04 Agreement, 8-K 23354 02-22-13 4.04
dated as of February 20,
2013, by
and between the
Company, the
Guarantors named
therein, and
Merrill Lynch, Pierce,
Fenner &
Smith Incorporated,
Citigroup
Global Markets Inc. and
J.P.
Morgan Securities LLC,
as
representatives of the
initial
purchasers named therein
First Supplemental 10- 000- 05-28-
4.05 Indenture, dated K 23354 2013 4.11
as of March 28, 2013,
among the
Company, the Guarantor
party
thereto and U.S. Bank
National
Association, as Trustee,
to the
Indenture, dated as of
February 20,
2013, by and between the
Company, the Guarantors
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
Second Supplemental 10- 000-
4.06 Indenture, Q 23354 10-30-14 4.01
dated as of August 25,
2014, among
the Company, the Guarantor party
thereto and U.S. Bank National
Association, as Trustee, to the
Indenture, dated as of February 20,
2013, by and between the
Company, the Guarantors 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
132
Table of Contents
Incorporated Exh
by Reference ibit Filed
Exhibit For File Filing Here
No. Exhibit m No. Date No. with
Term Loan Agreement, 000- 09-04- 10.0
4.07 dated as of 8-K 23354 13 1
August 30, 2013, among
Flextronics International
Ltd., as
Borrower, The Bank of
Tokyo-
Mitsubishi UFJ, Ltd., as
Administrative Agent,
Lead
Arranger and
Bookrunner, and the
other Lenders party
thereto
Amendment No. 1, dated 000-
4.08 May 21, 8-K 23354 7-28-14 4.01
2014 to Term Loan
Agreement
dated as of August 30,
2013, among
Flextronics International
Ltd., as
Borrower, The Bank of
Tokyo-
Mitsubishi UFJ, Ltd., as
Administrative Agent,
Lead
Arranger and
Bookrunner, and the
other Lenders party
thereto
Credit Agreement, dated 000-
4.09 as of 8-K 23354 04-01-14 10.01
March 31, 2014, among
Flextronics
International Ltd. and
certain of its
subsidiaries, as
borrowers, Bank of
America, N.A., as
Administrative
Agent and Swing Line
Lender, and
the other Lenders party
thereto
10- 000-
10.01 Form of Indemnification K 23354 05-20-09 10.1
Agreement between the
Registrant
and its Directors and
certain
officers.†
10- 000-
10.02 Form of Indemnification K 23354 05-20-09 10.2
Agreement between
Flextronics
Corporation and
Directors and
certain officers of the
Registrant.†
Registrant's 1993 Share 000-
10.03 Option 8-K 23354 07-14-09 10.04
Plan, as amended.†
Flextronics International 10- 000-
10.04 Ltd. 2001 Q 23354 11-03-09 10.01
Equity Incentive Plan, as
amended.†
Registrant's 2002 Interim 000-
10.05 Incentive 8-K 23354 07-14-09 10.02
Plan, as amended.†
Flextronics International 33-
10.06 USA, Inc. S-1 74622 01-31-94 10.52
401(k) Plan.†
Registrant's 2004 Award 000-
10.07 Plan for 8-K 23354 07-14-09 10.09
New Employees, as
amended.†
Flextronics International 000-
10.08 Ltd. 2010 8-K 23354 07-28-10 10.01
Equity Incentive Plan.†
133
Table of Contents
Incorporated Exh
by Reference ibit Filed
Exhibit For File Filing Here
No. Exhibit m No. Date No. with
Form of Share Option 10- 000- 08-05- 10.0
10.09 Award Q 23354 10 2
Agreement under 2010
Equity
Incentive Plan†
Form of Restricted Share 10- 000- 08-05-
10.12 Unit Q 23354 10 10.03
Award Agreement under
2010
Equity Incentive Plan†
Form of Share Bonus 10- 000- 08-05-
10.13 Award Q 23354 10 10.04
Agreement under 2001
Equity
Incentive Plan†
Flextronics International 10- 000- 02-05-
10.14 USA, Inc. Q 23354 09 10.02
Third Amended and
Restated 2005
Senior Management
Deferred
Compensation Plan†
Flextronics International 10- 000- 02-05-
10.15 USA, Inc. Q 23354 09 10.01
Third Amended and
Restated
Senior Executive
Deferred
Compensation Plan†
10.16 Summary of Directors' X
Compensation†
Solectron Corporation 10- 000- 11-03-
10.17 2002 Stock Q 23354 09 10.02
Plan, as amended.†
Award Agreement for 10- 000- 08-05-
10.18 Francois Q 23354 10 10.08
Barbier under Senior
Management
Deferred Compensation
Plan, dated
July 22, 2005.†
Executive Incentive 10- 000- 08-05-
10.19 Compensation Q 23354 10 10.06
Recoupment Policy†
Francois Barbier Offer 000- 09-03-
10.20 Letter, dated 8-K 23354 10 10.01
as of July 1, 2010†
Francois Barbier 10- 000- 05-28-
10.21 Relocation K 23354 13 10.27
Expenses Addendum,
dated as of
March 5, 2013†
Francois Barbier 000- 09-03-
10.22 Confirmation Date 8-K 23354 10 10.03
Letter, dated as of August
30,
2010†
2010 Flextronics 10- 000- 11-03-
10.23 International Q 23354 10 10.04
USA, Inc. Deferred
Compensation
Plan†
Form of Restricted Stock 10- 000- 08-09-
10.24 Unit Q 23354 11 10.01
Award Under 2010
Equity
Incentive Plan†
Form of Amendment to 10- 000- 02-04-
10.25 certain Q 23354 13 10.01
senior executive Share
Bonus
Award Agreements under
the 2001
Equity Incentive Plan†
134
Table of Contents
Incorporated Exh
by Reference ibit Filed
Exhibit For File Filing Here
No. Exhibit m No. Date No. with
Form of Amendment to 10- 000- 02-04- 10.0
10.26 certain Q 23354 13 2
senior executive
Restricted Share
Unit Agreements under
the 2010
Equity Incentive Plan†
Form of Restricted Share 10- 000- 02-04-
10.27 Unit Q 23354 13 10.03
Award Agreement under
the 2010
Equity Incentive Plan for
certain
performance based
awards†
Form of Award 10- 000- 07-30-
10.28 Agreement under Q 23354 12 10.01
2010 Deferred
Compensation Plan†
Compensation
10.29 Arrangements of X
Certain Executive
Officers of
Flextronics International
Ltd.†
Award Agreement for 10- 000- 08-08-
10.30 Christopher Q 23354 07 10.02
Collier under Senior
Management
Deferred Compensation
Plan dated
June 30, 2005†
Award Agreement for 10- 000- 07-30-
10.31 Paul Q 23354 12 10.04
Humphries under Senior
Management Deferred
Compensation Plan dated
June 30,
2005†
Jonathan Hoak Offer 10- 000- 07-30-
10.32 Letter dated Q 23354 12 10.05
December 8, 2010†
Form of Restricted Share 10- 000- 11-01-
10.33 Unit Q 23354 13 10.02
Award Agreement under
the 2010
Equity Incentive Plan for
time-
based vesting awards†
Form of Performance- 10- 000- 08-02-
10.34 Based Q 23354 13 10.01
Restricted Stock Unit
Award
(S&P500/Extended EMS
Group)†
10- 000- 08-02-
10.35 Form of 2010 Deferred Q 23354 13 10.02
Compensation Plan
Award
Agreement (performance
targets,
cliff vesting)†
10- 000- 08-02-
10.36 Form of 2010 Deferred Q 23354 13 10.03
Compensation Plan
Award
Agreement (non-
performance,
periodic vesting,
continuing
Participant)†
Award Agreement under 10- 000- 07-28-
10.37 the 2010 Q 23354 14 10.01
Deferred Compensation
Plan†
135
Table of Contents
Incorporated Exh
by Reference ibit Filed
Exhibit For File Filing Here
No. Exhibit m No. Date No. with
Form of Restricted Share 10- 000- 10-30- 10.0
10.38 Unit Q 23354 14 1
Award Agreement under
the 2010
Equity Incentive Plan for
certain
executive fiscal year
2015
performance-based
awards†
Form of Restricted Share 10- 000- 10-30-
10.39 Unit Q 23354 14 10.01
Award Agreement under
the 2010
Equity Incentive Plan for
CEO
FY15 performance-based
award†
Description of Annual
10.40 Bonus X
Incentive Plan for Fiscal
2015†
Description of
10.41 Performance Long X
Term Incentive Plan for
Fiscal
2015†
Subsidiaries of
21.01 Registrant. X
Consent of Deloitte &
23.01 Touche LLP. X
Power of Attorney
24.01 (included on the X
signature page to this
Form 10-K)
Certification of Chief
31.01 Executive X
Officer pursuant to Rule
13a-14(a)
of the Exchange Act
Certification of Chief
31.02 Financial X
Officer pursuant to Rule
13a-14(a)
of the Exchange Act
32.01* Certification of the
Chief Executive X
Officer pursuant to Rule
13a-14(b)
of the Exchange Act and
18 U.S.C.
Section 1350
*
32.02 Certification of the
Chief Financial X
Officer pursuant to Rule
13a-14(b)
of the Exchange Act and
18 U.S.C.
Section 1350
101.IN XBRL Instance
S Document X
101.SC XBRL Taxonomy
H Extension X
Scheme Document
101.CA XBRL Taxonomy
L Extension X
Calculation Linkbase
Document
101.DE XBRL Taxonomy
F Extension X
Definition Linkbase
Document
101.LA XBRL Taxonomy
B Extension Label X
Linkbase Document
136
Table of Contents
Incorporated Exh
by Reference ibit Filed
Exhibi For File Filing Here
t No. Exhibit m No. Date No. with
101.P XBRL Taxonomy
RE Extension X
Presentation Linkbase
Document
* This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed
with the Securities and Exchange Commission, and is not incorporated by reference
into any filing of Flextronics International Ltd. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general incorporation language
contained in such filing.
† Management contract, compensatory
plan
or
arrang
ement.
137
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EXHIBIT 10.16
Under Singapore law, the Company may only provide cash compensation to its non-employee
directors for services rendered in their capacity as directors with the prior approval from its
shareholders at a general meeting. At the 2011 Annual General Meeting, the Company's shareholders
approved certain changes in the cash compensation arrangements for the non-employee directors of the
Company, including the non-executive Chairman. As a result, the current cash compensation
arrangements are as follows: (i) annual cash compensation of $85,000, payable quarterly in arrears, for
services rendered as a director; (ii) additional annual cash compensation of $50,000, payable quarterly
in arrears to the Chairman of the Audit Committee (if appointed) of the Board of Directors for services
rendered as Chairman of the Audit Committee and for his or her participation on the Audit Committee;
(iii) additional annual cash compensation of $15,000, payable quarterly in arrears to each other non-
employee director who serves on the Audit Committee for his or her participation on the Audit
Committee; (iv) additional annual cash compensation of $15,000, payable quarterly in arrears to the
Chairman of the Nominating and Corporate Governance Committee (if appointed) of the Board of
Directors for services rendered as Chairman of the Nominating and Corporate Governance Committee
and for his or her participation on the Nominating and Corporate Governance Committee; and (v)
additional annual cash compensation of $8,000, payable quarterly in arrears to each other non-
employee director who serves on the Nominating and Corporate Governance Committee for his or her
participation on the Nominating and Corporate Governance Committee.
The non-executive Chairman receives additional annual cash compensation of $100,000, payable
quarterly in arrears, for services rendered as the non-executive Chairman and receives all other
compensation payable to our non-employee directors, including cash compensation payable for service
(including as Chairman) on any Board committees. The non-employee directors, including the non-
executive Chairman, also receive equity compensation as described in the Company's most recent
proxy statement for its Annual General Meeting. At the 2014 Annual General Meeting, the Company's
shareholders approved certain changes in the cash compensation arrangements for certain non-
employee directors of the Company, including the Chairman of the Compensation Committee and each
non-employee director who serves on the Compensation Committee (other than the Chairman of the
Compensation Committee). As a result, an (i) additional annual cash compensation of $50,000 is
payable quarterly in arrears to the Chairman of the Compensation Committee (if appointed) of the
Board of Directors for services rendered as Chairman of the Compensation Committee and for his or
her participation on the Compensation Committee; and (ii) additional annual cash compensation of
$15,000is payable quarterly in arrears to each other non-employee director who serves on the
Compensation Committee for his or her participation on the Compensation Committee.
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EXHIBIT 10.16
EXHIBIT 10.29
Note: The following summary of compensation arrangements does not include all previously-
reported compensation arrangements or awards granted under previously-disclosed incentive plans.
Disclosures with respect to compensation for Named Executive Officers for the 2015 fiscal year are
included in the Company's definitive proxy statement for the Company's 2015 Annual General Meeting
of Shareholders, and disclosures with respect to compensation for Named Executive Officers for the
2016 fiscal year will be included in the Company's definitive proxy statement for the Company's 2016
Annual General Meeting of Shareholders.
Mr. McNamara's current annual base salary is $1,250,000. In addition, Mr. McNamara will be
eligible to participate in the Company's annual incentive bonus plan and long-term cash incentive
deferred compensation plan. Mr. McNamara will be eligible to receive awards of performance-based
restricted share unit awards and service-based restricted share unit awards under the Company's equity
incentive plan as part of his fiscal year 2016 compensation.
Mr. Collier's current annual base salary is $675,000. In addition, Mr. Collier will be eligible to
participate in the Company's annual incentive bonus plan and the long-term cash incentive deferred
compensation program. Mr. Collier also will be eligible to receive awards of performance-based
restricted share unit awards and service-based restricted share unit awards under the Company's equity
incentive plan as part of his fiscal year 2016 compensation.
Mr. Barbier's current annual base salary is $695,000. In addition, Mr. Barbier will be eligible to
participate in the Company's annual incentive bonus plan and long-term cash incentive deferred
compensation plan. Mr. Barbier also will be eligible to receive awards of performance-based restricted
share unit awards and service-based restricted share unit awards under the Company's equity incentive
plan as part of his fiscal year 2016 compensation.
Mr. Hoak's current annual base salary is $525,000. In addition, Mr. Hoak will be eligible to
participate in the Company's annual incentive bonus plan and long-term cash incentive deferred
compensation plan. Mr. Hoak also will be eligible to receive awards of performance-based restricted
share unit awards and service-based restricted share unit awards under the Company's equity
incentive plan as part of his fiscal year 2016 compensation.
Compensation for Paul Humphries
Mr. Humphries's current annual base salary is $695,000. In addition, Mr. Humphries will be
eligible to participate in the Company's annual incentive bonus plan and long-term cash incentive
deferred compensation plan. Mr. Humphries also will be eligible to receive awards of performance-
based restricted share unit awards and service-based restricted share unit awards under the Company's
equity incentive plan as part of his fiscal year 2016 compensation.
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EXHIBIT 10.29
EXHIBIT 10.40
On June 26, 2014, the Board of Directors (the "Board") of Flextronics International Ltd. (the
"Company") approved the Company's Annual Incentive Bonus Plan for fiscal year 2015. The plan
provides its executive officers with the opportunity to earn annual cash bonuses based upon the
achievement of pre-established performance goals. Total bonus opportunities will be based on
achievement of annual targets. The plan provides for 50% of the bonus to be based on the achievement
of quarterly objectives and 50% to be based on the achievement of annual objectives. Performance
goals under the plan will be: revenue growth, earnings per share, operating profit, and return on
invested capital targets at the Company level; and revenue growth, operating profit (as a percentage of
sales), profit after interest (as a percentage of sales), new business wins and other business-specific
business unit targets at the business unit level for certain executives. The plan allows awards to provide
for different metrics, target levels and weightings for different executives.
Under the Annual Incentive Bonus Plan, target award opportunities are set at various percentages
of base salary, which will be: 150% of base salary in the case of the Chief Executive Officer; 110% of
base salary in the case of the Chief Financial Officer; and between 80% and 110% of base salary in
the cases of other officers. Actual payout opportunities for each bonus component will range from a
threshold of 50% of target to a maximum of 200% of target for the quarterly payouts and 300% of
target for the annual bonuses, in each case based on achievement of the performance measures. If the
Company or business unit fails to achieve the threshold level for any performance measure, no payout
is awarded for that measure. For purposes of determining achievement of award opportunities, the
incentive bonus plan uses adjusted, non-GAAP measures.
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EXHIBIT 10.40
EXHIBIT 10.41
On June 26, 2014, the Board approved the Company's Performance Long Term Cash Incentive
Plan. The plan provides the Company's executive officers (other than the Chief Executive Officer) with
the opportunity to earn long term cash bonuses based upon the achievement of pre-established long
term performance goals. The plan provides for 100% of the bonus to be based on the achievement of a
cumulative three year objective. For fiscal year 2015 grants, the performance goals under the plan are
based on increases to the free cash flow of the Company. Actual payout opportunities will range from a
threshold of 50% of target to a maximum of 200% of target based on achievement of the performance
goals. Cash payments under the Performance Long Term Cash Incentive Plan will occur on the third
anniversary of the initial grant date if the performance targets are met or exceeded. For purposes of
determining achievement of award opportunities, the Performance Long Term Cash Incentive Plan
uses free cash flow an adjusted, non-GAAP measure. For purposes of this Plan, the Company defines
free cash flow as net cash flows from operating activities less purchases of property and equipment, net
of dispositions. The Performance Long Term Cash Incentive Plan was adopted as a replacement for up
to 50% of the performance-based restricted stock units granted each year to certain executive officers.
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EXHIBIT 10.41
EXHIBIT
21.01
SUBSIDIARIES OF REGISTRANT
Country/State of
Incorporation/Orga
Name of Subsidiary nization
Advance United Connecti
Mold & Manufacturing, Inc. States— cut
Hong
Astron Group Limited Kong
United
Avail Medical Products, Inc. States— Delaware
Availmed, S.A. de C.V. Mexico
Netherlan
Chatham International Holdings B.V. ds
Chengdu Flextronics Mechanical Manufacturing Co.,
Ltd. China
Federal Territory of
Ci3 Ltd. Labuan
United
Ci3 USA, Inc. States— Delaware
Commercial Company in the form of a limited
liability company factory
"Flextronics LLC" Ukraine
Netherlan
Dii Europe B.V. ds
Netherlan
Dii International Holdings C.V. ds
Dongguan Flextronics Precision Metal Co., Ltd. China
Elementum Holding Ltd Cayman Islands
Elementum SCM (Cayman) Ltd Cayman Islands
Elementum SCM Ltd Mauritius
United Californi
Elementum SCM, Inc. States— a
Express Cargo Forwarding Limited United Kingdom
Hong
Finchley Trading Limited Kong
FlexMedical Slovakia s.r.o. Slovakia
FlexPower India Private Limited India
Flextronics (Canada) Inc. Canada
Flextronics (China) Electronics Technology Co., Ltd. China
Flextronics (Israel) Ltd. Israel
Flextronics (Malaysia) Sdn. Bhd. Malaysia
Flextronics (Shanghai) Co., Ltd China
Flextronics (Shanghai) Electronic Equipment Repair
Service Co., Ltd. China
United
Flextronics Aerospace & Defense Services Inc States— Colorado
United
Flextronics America, LLC States— Delaware
United
Flextronics AP, LLC States— Colorado
Flextronics Automotive (Suzhou) Co., Ltd. China
Flextronics Automotive de Juarez, S.A. de C.V. Mexico
Flextronics Automotive GmbH & Co. KG Germany
Flextronics Automotive Sales and Marketing, Ltd. Mauritius
United
Flextronics Automotive USA (Texas), LLC States— Texas
United
Flextronics Automotive USA (Tustin), Inc. States— Delaware
Flextronics Automotive USA Design and Philippine
Development Corporation s
United
Flextronics Automotive USA Manufacturing Co. States— Ohio
United
Flextronics Automotive USA, Inc. States— Michigan
Flextronics Automotive Verwaltungs GmbH Germany
Flextronics Beerse N.V. Belgium
Flextronics Bermuda Ltd. Bermuda
Flextronics Canada Design Services, Inc. Canada
Flextronics Cayman (SLR) Limited Cayman Islands
Netherlan
Flextronics Central Europe B.V. ds
Flextronics Chateaudun S.N.C. France
Flextronics China (Mauritius) Electronics
Technology Co., Ltd. Mauritius
Flextronics China Holding (Singapore) Pte. Ltd. Singapore
Flextronics Computing (Suzhou) Co., Ltd China
Country/State of
Name of Incorporation/Orga
Subsidiary nization
Flextronics Computing Mauritius Limited Mauritius
Flextronics Computing Sales and Marketing (L) Ltd. Federal Territory of Labuan
United
Flextronics Corporation States— Delaware
Flextronics Cyprus Limited Cyprus
Flextronics Design Asia Pte. Ltd. Singapore
Flextronics Design Korea Ltd. Korea
Flextronics Design S.r.l. Italy
Czech
Flextronics Design, s.r.o. Republic
Flextronics Electronics (Mauritius) Limited Mauritius
Flextronics Electronics Technology (Shenzhen) Co.,
Ltd. China
Flextronics Electronics Technology (Suzhou) Co.,
Ltd. China
Flextronics Enclosure (Zhuhai) Co., Ltd China
Flextronics Enclosure Systems (Changzhou) Ltd. China
Flextronics Enclosure Zhuhai (Mauritius) Co., Ltd. Mauritius
Hong
Flextronics Enclosures (Hong Kong) Limited Kong
Netherland
Flextronics Europe Holdings C.V. s
United
Flextronics Europe Holdings LLC States— Delaware
Flextronics Europe Limited United Kingdom
Flextronics Fabricação de Equipamentos do Brasil Lt
da. Brazil
United
Flextronics Foundation States— California
United
Flextronics Funding LLC States— Delaware
Flextronics Global Enclosures (Shanghai) Co., Ltd. China
Flextronics Global Enclosures (Singapore) Pte. Ltd. Singapore
Flextronics Global Enclosures Shanghai (Mauritius)
Co., Ltd Mauritius
Flextronics Global Holdings II Ltd. Cayman Islands
Flextronics Global Holdings L.P. Cayman Islands
Flextronics Global Procurement Ltd. Bermuda
Hong
Flextronics Global Services (Hong Kong) Limited Kong
Flextronics Global Services (Manchester) Limited United Kingdom
Flextronics Global Services Canada Inc. Services
Globaux Flextronics
Canada Inc. Canada
Flextronics Global Services Lojistik Hizmetleri
Limited ẞirketi Turkey
Flextronics Guadalajara Group, S. de R.L. de C.V. Mexico
Flextronics Holding (Singapore) Pte. Ltd. Singapore
Flextronics Holding do Brasil Ltda. Brazil
Flextronics Holding Finland Oy Finland
Flextronics Holding France S.A. France
Flextronics Holding GmbH Germany
United
Flextronics Holding USA, Inc. States— Delaware
Flextronics Holdings Mexico Dos, S.A. de C.V. Mexico
Flextronics Holdings Mexico, S.A. de C.V. Mexico
Flextronics Ind. (Malaysia) Sdn. Bhd. Malaysia
Flextronics Industrial (Shenzhen) Co Ltd China
Flextronics Industrial (Suzhou) Co., Ltd. China
Flextronics Industrial (Zhuhai) Co., Ltd. China
Flextronics Industrial Ltd. Mauritius
Flextronics Industrial Shenzhen (Mauritius) Co Ltd. Mauritius
Flextronics Industrial Zhuhai (Mauritius) Co., Ltd. Mauritius
Hong
Flextronics Industries (H.K.) Limited Kong
Federal Territory of
Flextronics Industries Marketing (L) Ltd. Labuan
Flextronics Industries Singapore Ltd. Singapore
Flextronics Information Technology (Shen Zhen)
Co., Ltd China
Country/State of
Name of Incorporation/Or
Subsidiary ganization
Flextronics Information Technology Shen Zhen
(Mauritius) Co., Ltd. Mauritius
Flextronics Instituto de Tecnologia Brazil
Flextronics International (Singapore Group) Pte. Ltd. Singapore
Flextronics International AB Sweden
Flextronics International Asia-Pacific Ltd Mauritius
Flextronics International Componentes Ltda. Brazil
Netherland
Flextronics International Cork B.V. s
Flextronics International Denmark A/S Denmark
Netherland
Flextronics International Europe B.V. s
Flextronics International Gesellschaft m.b.H. Austria
United Californi
Flextronics International Holding LLC States— a
United
Flextronics International Holding LLC States— Delaware
Flextronics International Holdings Pte. Ltd. Singapore
Flextronics International Ireland Limited Ireland
Flextronics International Japan Co., Ltd Japan
Flextronics International Lojistik Hizmetler Ticaret
Limited ẞirketi Turkey
Flextronics International Management Services Ltd. Mauritius
Flextronics International N.V. Curacao
Flextronics International Ostersund AB Sweden
Flextronics International Poland Sp. z o.o. Poland
Czech
Flextronics International s.r.o. Republic
Flextronics International Sweden AB Sweden
Flextronics International Taiwan Ltd. Taiwan
United
Flextronics International Technology LLC States— Delaware
Flextronics International Tecnologia Ltda Brazil
Flextronics International Termelı és Szolgáltató
Vámszabadterületi
Korlátolt Feleıssé ő Társasá Hungary
United Californi
Flextronics International USA, Inc. States— a
Flextronics Investment Holding (Singapore) Pte. Ltd.Singapore
Flextronics Investment Holding GmbH Germany
Flextronics Italy S.p.A. Italy
Flextronics Laval S.N.C. France
United
Flextronics Lighting Solutions, Inc. States— Delaware
Hong
Flextronics Logistics (Hong Kong) Limited Kong
Flextronics Logistics (Zhuhai) Co., Ltd. China
Netherland
Flextronics Logistics B.V. s
Flextronics Logistics Poland sp. z o.o. Poland
United Californi
Flextronics Logistics USA, Inc. States— a
Flextronics Logistics Zhuhai (Mauritius) Co.,
Limited Mauritius
Hong
Flextronics Manufacturing (H.K.) Limited Kong
Flextronics Manufacturing (Shanghai) Co., Ltd. China
Flextronics Manufacturing (Singapore) Pte. Ltd. Singapore
Flextronics Manufacturing (Tianjin) Co., Ltd. China
Flextronics Manufacturing (Zhuhai) Co., Ltd. China
Flextronics Manufacturing Aguascalientes, S.A. de
C.V. Mexico
Netherland
Flextronics Manufacturing Europe B.V. s
Flextronics Manufacturing Juarez, S. de R.L. de C.V. Mexico
Flextronics Manufacturing Mex, S.A. de C.V. Mexico
Flextronics Manufacturing Shanghai (Mauritius) Co.,
Ltd. Mauritius
Flextronics Manufacturing Zhuhai (Mauritius) Co.,
Ltd. Mauritius
Federal Territory of
Flextronics Marketing (L) Ltd. Labuan
Flextronics Mauritius Holdings Limited Mauritius
Country/State of
Name of Incorporation/Or
Subsidiary ganization
Flextronics Mauritius Limited Mauritius
Flextronics Mechanicals Marketing (L) Ltd. Federal Territory of Labuan
Flextronics Mechanicals Singapore Pte. Ltd. Singapore
Flextronics Medical Sales and Marketing, Ltd Mauritius
United
Flextronics Mexico Holdings II LLC States— Delaware
Flextronics Mould Manufacturing Pte. Ltd Singapore
Flextronics Network Services GmbH Germany
Flextronics ODM Finland Oy Finland
Luxembou
Flextronics ODM Luxembourg S.A. rg
Flextronics Ostersund AB Sweden
United
Flextronics Photonics PPT, Inc. States— Oregon
Hong
Flextronics Plastic (Asia Pacific) Limited Kong
Flextronics Plastic Technology (ShenZhen) Ltd. China
Flextronics Plastic Technology ShenZhen
(Mauritius) Ltd. Mauritius
Flextronics Plastics (M) Sdn. Bhd. Malaysia
Flextronics Plastics (Shenzhen) Co., Ltd China
Flextronics Plastics (Singapore) Pte. Ltd. Singapore
Flextronics Plastics (Zhuhai) Co., Ltd China
Flextronics Plastics Gushu (Mauritius) Co., Ltd Mauritius
United
Flextronics Plastics Services, LLC States— Delaware
Flextronics Plastics Zhuhai (Mauritius) Co., Ltd. Mauritius
Flextronics Plastics, S.A. de C.V. Mexico
Flextronics Power Systems (Dongguan) Co., Ltd. China
Hong
Flextronics Precision Metal (Hong Kong) Limited Kong
United
Flextronics Precision Plastics, Inc. States— Delaware
Flextronics Puerto Rico Limited Cayman Islands
Flextronics R&D (Shenzhen) Co., Ltd China
Flextronics R&D Shenzhen (Mauritius) Co., Ltd Mauritius
Flextronics Romania S.R.L. Romania
Flextronics S.R.L. Italy
Flextronics Sales & Marketing (A-P) Ltd. Mauritius
Flextronics Sales & Marketing North Asia (L) Ltd. Federal Territory of Labuan
Flextronics Sales and Marketing Consumer Digital
Ltd. Mauritius
Flextronics Sárvár Logistics Korlátolt F ıssé ő
Társasá Hungary
Flextronics Scotland Limited United Kingdom
Flextronics Services (Singapore) Pte. Ltd. Singapore
Flextronics Shah Alam Sdn. Bhd. Malaysia
Flextronics Shanghai (Mauritius) Co., Ltd. Mauritius
Flextronics Shanghai Electronic Equipment Repair
Service
(Mauritius) Co., Ltd. Mauritius
Flextronics SMI (China) Ltd Mauritius
United
Flextronics Systems Texas Ltd. States— Texas
Flextronics Technologies (India) Private Limited India
Luxembo
Flextronics Technologies Luxembourg S.a r.l. urg
Flextronics Technologies Mauritius Ltd. Mauritius
Flextronics Technologies Mexico, S. de R.L. de C.V. Mexico
Flextronics Technology (Malaysia) Sdn. Bhd. Malaysia
Flextronics Technology (Nanjing) Co., Ltd China
Flextronics Technology (Penang) Sdn. Bhd. Malaysia
Flextronics Technology (Shah Alam) Sdn. Bhd. Malaysia
Flextronics Technology (Shanghai) Co., Ltd. China
Flextronics Technology (ShenZhen) Co., Ltd China
Country/State of
Name of Incorporation/Or
Subsidiary ganization
Flextronics Technology (Singapore) Pte. Ltd. Singapore
Flextronics Technology (Zhuhai) Co. Ltd. China
Flextronics Technology Nanjing (Mauritius) Co., Ltd Mauritius
Flextronics Technology Shanghai (Mauritius) Co.,
Ltd. Mauritius
Flextronics Technology ShenZhen (Mauritius) Co.,
Ltd Mauritius
Flextronics Technology Wujiang (Mauritius) Ltd Mauritius
Flextronics Technology Zhuhai (Mauritius) Co., Ltd Mauritius
Flextronics Tecnologia Do Brasil Ltd. Cayman Islands
Flextronics Telecom Systems Ltd Mauritius
Flextronics UK Limited United Kingdom
Flextronics Vagyonkezelı és Befektetési Korlátolt
Feıssé ő Társasá Hungary
Flextronics Verwaltungs GmbH Germany
United
Glouple Ventures 2000-II, LLC States— Delaware
I E C Holdings Limited Ireland
Innodezign Cayman Cayman Islands
Innodezign Mauritius Limited Mauritius
Innodezign Technology (Shanghai) Co., Ltd China
Irish Express Cargo Limited Ireland
Irish Express Logistics Limited Ireland
Lab IX Cayman Islands
Masa da Amazônia Ltda. Brazil
Multek (FTZ) Limited China
Multek China Limited China
Multek Display Cayman Ltd. Cayman Islands
Multek Electronics Limited China
United
Multek Flexible Circuits, Inc. States— Delaware
Hong
Multek Hong Kong Limited Kong
Multek Industries Limited China
Multek Technologies Limited Mauritius
Multek Technology (Zhuhai) Co Limited China
Multek Zhuhai Limited China
Multilayer Technology Geschäftsführungs GmbH Germany
Multilayer Technology GmbH & Co. KG Germany
Nanjing Flextronics Panda Mobile Terminals Co.,
Ltd China
United
Pacific Device, Inc. States— Delaware
Parque de Tecnologia Electronica, S.A. de C.V. Mexico
Power Systems Electronics R&D Ltd Mauritius
Power Systems R&D (Singapore) Pte. Ltd. Singapore
Philippine
Power Systems R&D Philippines, Inc. s
Power Systems Technologies (Beijing) Company
Limited China
Power Systems Technologies (Ganzhou) Co., Ltd. China
Power Systems Technologies (Shenzhen)
Company Limited China
Power Systems Technologies Far East Limited Hong Kong
Power Systems Technologies GmbH Germany
Power Systems Technologies Ltd. Mauritius
PT. Flextronics Technology Indonesia Indonesia
Public Joint Stock Company "Flextronics Service
UA" Ukraine
RIWISA AG, Kunststoffwerke Hägglingen Switzerland
Saturn Electronics de Monterrey, S.A. de C.V. Mexico
Saturn Electronics Philippines, Inc. Philippines
Solectron (Beijing) Electronics Equipment Repair
Service Co., Ltd. China
Solectron Australia Pty Limited Australia
Country/State
of
Incorporation/Or
Name of Subsidiary ganization
Solectron
France SAS France
Solectron Phillipines Inc. Philippines
Sønderborg Værktøjsfabrik A/S Denmark
United States—
Stellar Microelectronics, Inc. California
Swedform Enclosure Systems AB Sweden
British Virgin
The DII Group (BVI) Co. Limited Islands
The DII Group Asia Limited Hong Kong
ThermoMend B.V. The Netherlands
ThermoMend International Ltd. Mauritius
Vastbright PCB (Holding) Limited Hong Kong
Vim Technologies Ltd Mauritius
Z124 Cayman Islands
Advance Mold & Manufacturing, Inc. does business under the following names
Subsidiary dba
Advan
ce Mold & Manufacturing, Inc. Vision Technical Molding, LLC
Advance Mold & Manufacturing, Inc. Vision Technical Molding
Avail Medical Products, Inc. does business under the following names
Subsi
diary dba
Avail Medical Products, Inc.
Avail Medical Products, Inc. Southwest Division
Subsidiary dba
Flextro
nics America, LLC ConFocus, A Flextronics Company
Flextronics Logistics USA, Inc. does business under the following names
Subsidiary dba
Flextro
nics Logistics USA, Inc. Multek Distribution, Inc.
Flextronics Logistics USA, Inc. Multek, Inc.
Multek Flexible Circuits, Inc. does business under the following names
Subsidiary dba
Multe
k Flexible Circuits, Inc. Sheldahl
Subsidiary dba
Pacifi
c Device, Inc. Avail Medical Products, Inc.
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EXHIBIT 21.01
SUBSIDIARIES OF REGISTRANT
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EXHIBIT 23.01
EXHIBIT 23.01
EXHIBIT 31.01
1. I have reviewed this Annual Report on Form 10-K 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.
EXHIBIT 31.01
EXHIBIT 31.02
1. I have reviewed this Annual Report on Form 10-K 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.
EXHIBIT 31.02
EXHIBIT 32.01
• the Annual Report on Form 10-K of the Company for the fiscal year ended March 31, 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; and
• the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to
Flextronics International Ltd. and will be retained by it and furnished to the Securities and Exchange
Commission or its staff upon request.
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EXHIBIT 32.01
EXHIBIT 32.02
• the Annual Report on Form 10-K of the Company for the fiscal year ended March 31, 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; and
• the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to
Flextronics International Ltd. and will be retained by it and furnished to the Securities and Exchange
Commission or its staff upon request.
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EXHIBIT 32.02